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<SEC-DOCUMENT>0001144204-05-017012.txt : 20050524
<SEC-HEADER>0001144204-05-017012.hdr.sgml : 20050524
<ACCEPTANCE-DATETIME>20050524152157
ACCESSION NUMBER:		0001144204-05-017012
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050524
DATE AS OF CHANGE:		20050524

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DYADIC INTERNATIONAL INC
		CENTRAL INDEX KEY:			0001213809
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
		IRS NUMBER:				450486747
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-121738
		FILM NUMBER:		05854268

	BUSINESS ADDRESS:	
		STREET 1:		140 INTRACOASTAL POINTE DRIVE
		STREET 2:		SUITE 404
		CITY:			JUPITER
		STATE:			FL
		ZIP:			33477
		BUSINESS PHONE:		561-743-8333

	MAIL ADDRESS:	
		STREET 1:		140 INTRACOASTAL POINTE DRIVE
		STREET 2:		SUITE 404
		CITY:			JUPITER
		STATE:			FL
		ZIP:			33477

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CCP WORLDWIDE INC
		DATE OF NAME CHANGE:	20030110
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>v019031_424b3.txt
<TEXT>
THIRD PROSPECTUS SUPPLEMENT                    Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated January 28, 2005)         Registration No. 333-121738


                                     [LOGO]
                                     DYADIC

                           DYADIC INTERNATIONAL, INC.

                                28,369,878 Shares
                                  Common Stock
                          -----------------------------

      This third prospectus supplement amends and supplements the prospectus,
dated January 28, 2005, and the prospectus supplements, dated March 1, 2005, and
May 4, 2005, relating to 28,369,878 shares of the common stock, par value $0.001
per share, of Dyadic International, Inc., that may be offered and sold from time
to time by certain of our stockholders. Unless the context otherwise requires,
"Dyadic," the "Company," "we," "our," "us" and similar expressions refers to
Dyadic International, Inc. and its subsidiaries, but not to the selling
stockholders. "Selling stockholders" refers to the stockholders identified under
the caption " Selling Stockholders," contained in the prospectus dated January
28, 2005.

      Our common stock is traded in the over-the-counter, or OTC, market and
quoted through the OTC Bulletin Board under the symbol "DYAD.OB." On May 20,
2005, the closing price for our common stock on the OTC Bulletin Board was
$2.90.

      We will receive none of the proceeds from the sale of the shares by the
selling stockholders, except upon the exercise of certain warrants, options and
convertible notes currently outstanding. We will bear all expenses of
registration incurred in connection with this offering, but all selling and
other expenses incurred by the selling stockholders will be borne by the selling
stockholders.

      The prospectus, together with the first prospectus supplement, the second
prospectus supplement and this third prospectus supplement, constitute the
prospectus required to be delivered by Section 5(b) of the Securities Act of
1933 with respect to offers and sales of the shares of common stock. All
references in the prospectus to "this prospectus" are hereby amended to read
"this prospectus (as supplemented and amended)."

      YOU SHOULD READ THE PROSPECTUS, THE FIRST AND SECOND PROSPECTUS
SUPPLEMENTS AND THIS THIRD PROSPECTUS SUPPLEMENT CAREFULLY BEFORE YOU INVEST,
INCLUDING THE RISK FACTORS WHICH BEGIN ON PAGE 5 OF THE PROSPECTUS.

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                          -----------------------------

          The date of this Third Prospectus Supplement is May 24, 2005.

<PAGE>

      The prospectus is hereby supplemented to add the following to the section
entitled "Recent Developments."

      The information that follows is contained in the Company's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 2005, filed with the
Securities and Exchange Commission on May 17, 2005.

Results of Operations for the Three-Months Ended March 31, 2005 Compared to the
Three-Months Ended March 31, 2004

      The following table sets forth the amount of increase or decrease
represented by certain items reflected in the Company's condensed consolidated
statements of operations in comparing the three-months ended March 31, 2005 to
the three-months ended March 31, 2004 (in thousands):


                                         ---------------------------------
                                            Three-Months Ended March 31,
                                                    (unaudited)
                                         ---------------------------------
                                                                 Increase
             (In thousands)                2005       2004      (Decrease)
                                         ---------------------------------
Net sales                                $ 3,734     $ 3,990     $  (256)
Cost of goods sold                         2,985       2,954          31
Gross profit                                 749       1,036        (287)
                                         -------     -------     -------

Operating expenses:
  Research and development                 1,718         850         868
  Selling, general and administrative      1,868         976         892
                                         -------     -------     -------
                                           3,586       1,826       1,760
Loss from operations                      (2,837)       (790)     (2,047)
                                         -------     -------     -------

Other income (expense):
  Interest expense                          (173)       (102)        (71)
  Investment (loss) income, net              (71)          1         (72)
  Minority interest                           (8)        (20)         12
  Foreign currency exchange gain
  (loss), net                                 61         (55)        116
  Other (expense) income, net                (68)          2         (70)
                                         -------     -------     -------
Total other expense                         (259)       (174)        (85)
                                         -------     -------     -------
Loss before income taxes                  (3,096)       (964)     (2,132)
Provision for income taxes                   (12)        (26)         14
                                         -------     -------     -------
Net loss                                 $(3,108)    $  (990)    $(2,118)
                                         =======     =======     =======


                                       1
<PAGE>

Net Sales

      For the three months ended March 31, 2005, we generated net sales of
approximately $3,734,000, compared to net sales of $3,990,000 for the comparable
period ended March 31, 2004, a decrease of approximately $256,000. This decline
in revenues (despite approximately the same unit volumes) reflects the
continuing concentration of the Company's sales to the textiles market (82%
compared to 78% for the comparable period ended March 31, 2004), and the impact
of competition, particularly in the textiles market, which has created a strong
downward pressure on pricing. Revenues also continue to be adversely affected by
the negative residual effects on the Company's competitive position in its
markets primarily resulting from the Company's inability, between 2003 and most
of 2004, to fund working capital, staffing expansion, product registrations and
product development needs, when the Company chose to instead expand its very
limited resources on extending its C1 Host Technology platform.

      To what degree our revenues from the textiles market will continue to
decline in the future will depend not only on that market's dynamics, but also
on the extent to which pricing pressure created by our competitors continues and
on our success in developing new products. We believe our revenues will resume
growth when new products being developed from our C1 Host Technology and other
technologies for new markets (e.g. pulp & paper and animal feed) begin to
achieve penetration and other new products are introduced both to existing and
other new markets. We have made substantial investments both in personnel and
other initiatives since November 2004 to expand our sales, marketing and product
development efforts. However, we intend to exercise discipline over the
application of resources to the textiles market (which is characterized by low
profit margins and intense competition) relative to other higher profit and
larger market opportunities we identify. Nonetheless, the markets for a number
of our new products are generally characterized by longer sales cycles for
reasons relating to various factors, such as required governmental registration
processes (e.g. animal feed enzymes in Europe) and required product trials at
customers' facilities of multi-month durations or longer (e.g. pulp & paper),
and we can therefore offer no guidance as to when these new products will
penetrate those markets.

Cost of Goods Sold

      For the three-months ended March 31, 2005, cost of goods sold was
approximately $2,985,000, or 80% of net sales, as compared to approximately
$2,954,000, or 74% of net sales for the three-months ended March 31, 2004. The
increase in cost of goods sold as a percentage of sales is due primarily to the
price decreases and sales mix issues discussed above.

      The effect of changes in foreign currency rates and the resultant effect
on the cost of inventory and certain contract manufacturing costs denominated in
Euros can and may significantly impact the ultimate cost incurred by the Company
in the future.

Research and Development

      For the three-months ended March 31, 2005, research and development
expenses, or R&D, were approximately $1,718,000, or 46% of net sales, as
compared to approximately $850,000, or 21.3% of net sales for the three-months
ended March 31, 2004, representing an increase of approximately $868,000.
Approximately $111,000 of this increase is due to additional patent fees related
to newly granted patents. R&D activity was constrained in 2004 by our lack of
adequate capital resources. With our success in raising additional capital in
2004, we have substantially increased our spending for R&D projects in 2005,
both on the further development of our core technologies, and on new product and
technology development, in an effort to ultimately increase revenues and profit
margins and to also create additional business opportunities. To assist in this
development, we hired a project manager, outside contract labor and scientific
consultants for an additional expense of approximately $131,000. Also, in
February 2005, we initiated a genomic sequencing project with Agencourt
Bioscience to sequence our C1 host organism. The first phase of the C1
sequencing project was completed ahead of schedule, in the second quarter of
2005. With the completion of phase one, we were able to identify several novel
commercially useful genes and, upon completion of the project, we expect to be
able to identify a large variety of novel commercially useful genes that were
previously unavailable to us, which should greatly assist our ability to
accelerate our product development efforts and further improve the efficiencies
of our C1 Host Technology for making proteins and enzymes for diverse markets,
including pharmaceuticals, textiles, pulp and paper, animal feed, and food.


                                       2
<PAGE>

Selling, General and Administrative Expenses

      For the three-months ended March 31, 2005, selling, general and
administrative expenses were approximately $1,868,000, or 50% of net sales,
compared to approximately $976,000, or 24.5% of net sales for the three-months
ended March 31, 2004, representing an increase of approximately $892,000. This
increase is attributable to several factors, including an increase in salaries
and wages of approximately $320,000 due the addition of five employees (two in
the finance department and three in sales and marketing, including a Vice
President - Pulp and Paper) and additional contract labor. These additions are a
part of the substantial investments both in personnel and other initiatives we
have made since November 2004 to expand our sales, marketing and product
development efforts, as well as to staff the Company with the personnel
necessary to operate as a public company. Professional fees of approximately
$481,000 related to accounting, legal and other service related expenses, to
assist the Company in its transition to a public company and an increase of
approximately $53,000 for directors and officers insurance premiums are also
factors that contributed to the increase in selling, general and administrative
expenses.

Other Income (Expense)

Interest Expense

      For the three-months ended March 31, 2005, interest expense was
approximately $173,000 as compared to approximately $102,000 for the
three-months ended March 31, 2004, representing an increase of approximately
$71,000. This increase was due primarily to the amortization of beneficial
conversion features of approximately $93,000, as described below. Offsetting
this $93,000 increase is a decrease in interest expense of approximately
$27,000, which relates to a $1,225,000 note payable to the Mark A. Emalfarb
Trust that was cancelled in exchange for 367,868 Investment Units in November
2004. The exchange was effected at a price of $3.33 per share, which was the
offering price in the Company's offering completed in November 2004.

      In connection with the Merger and a series of related transactions, the
Bridge Loan maturity date and the Bridge Loan warrants were modified in November
2004 and, as a result, we will recognize an additional $350,000 in interest
expense through the new maturity date, January 1, 2007. Also in November 2004, a
$1,225,000 note payable to the Mark A. Emalfarb Trust was cancelled in exchange
for 367,868 Investment Units and the conversion prices on the convertible notes
due to the Emalfarb Trust and the Francisco Trust were modified to fix the
conversion price at $3.33 per share, which resulted in a beneficial conversion
feature of $554,000 to be amortized to interest expense through the maturity
date of January 1, 2007.

Investment Loss, Net

      For the three-months ended March 31, 2005, loss from investments was
approximately $71,000. There were no investments held during the three-months
ended March 31, 2004. The net proceeds from the private placement offering
completed in early November 2004, were invested in money market funds as of
December 31, 2004. During the three-months ended March 31, 2005, all remaining
proceeds were placed in short-term investments, which were subsequently sold,
resulting in the net loss of approximately $71,000, and then reinvested in money
market funds as of March 31, 2005.

Foreign Currency Exchange Gains (Losses), Net

      For the three-months ended March 31, 2005, the Company incurred net
foreign currency exchange gains of approximately $61,000 as compared to losses
of approximately $55,000 for the three-months ended March 31, 2004. A large
portion of our business is transacted with foreign customers and vendors in
foreign currency denominations. Accordingly, fluctuations in foreign currency
exchange rates, primarily relating to the Euro, can greatly impact the amount of
foreign currency gains (losses) we recognize in future periods relating to these
transactions. We do not, and have no current plans to, engage in foreign
currency exchange hedging transactions.


                                       3
<PAGE>

Liquidity and Capital Resources

Capital Raising Activities

      Since inception, the Company has financed operations primarily with
proceeds from the sales of the products from its Enzyme Business, external
borrowings, borrowings from its stockholders and sales of preferred and common
equity securities. In May 2003, the Company received a $3,000,000 loan from a
group of shareholders, including the Chief Executive Officer, who contributed
$2,185,000, and a group of other Dyadic-Florida shareholders who contributed
$815,000. In the first half of 2004, we raised approximately $4,740,000 in
private offerings of our equity securities, of which $1,500,000 was used to
redeem all outstanding shares of our Series A preferred stock.

      In November 2004, in accordance with Subscription Agreements and a Private
Offering Memorandum (the "October Offering") dated October 2004, the Company
sold 7,629,204 Investment Units, realizing gross proceeds of approximately
$25,405,000. An Investment Unit consists of one share of the Company's common
stock and one five-year callable warrant to purchase one share of the Company's
common stock at $5.50 per share for every two Investment Units purchased.
Accordingly, 3,814,602 warrants to purchase the Company's common stock were
issued to participants in the October Offering. Concurrently, the Company issued
711,050 warrants to purchase the Company's common stock at $5.50 per share to
participants in the Offering completed in July 2004, as well as 247,730 warrants
to purchase the Company's common stock at $5.50 per share and 495,460 warrants
to purchase the Company's common stock at $3.33 per share, both to placement
agents in the October Offering.

      Ancillary to the Merger and October Offering, in November 2004, an
additional 367,868 Investment Units were sold to Mark A. Emalfarb through the
Mark A. Emalfarb Trust in exchange for the cancellation of the Company's note
payable to the Mark A. Emalfarb Trust with a balance of $1,225,000. The exchange
was effected at a price of $3.33 per share, which was the offering price in the
Company's October Offering.

      Concurrent with the Company's completion of the Merger and the equity
issuance transactions described above, a warrant to purchase 1.5 million shares
of the Company's common stock issued in connection with the May 2003 $3.0
million revolving note payable to the Mark A. Emalfarb Trust was modified to
reduce the exercise price from $4.50 to $3.33 per share. Additionally, the
maturity date of this Bridge Loan was extended to January 1, 2007. As a result,
approximately $350,000, representing the incremental fair value of the modified
warrant as compared to the fair value of the original warrant immediately before
the modification will be amortized to interest expense through the new maturity
date. Approximately $903,000 of the proceeds from the October Offering were used
to pay off the $815,000 of principal and approximately $88,000 of accrued
interest for the portion of the bridge loan contributed by the group of other
Dyadic-Florida shareholders.

      Also concurrent with the Company's completion of the Merger and the equity
transactions described above, the conversion prices with respect to the October
29, 2004 principal and accrued interest balances on the Emalfarb Trust Note and
the Francisco Trust Note were fixed at $3.33 per share, and the due dates were
extended to January 1, 2007. As a result of the modification of the conversion
price, a beneficial conversion feature totaling approximately $554,000 will be
amortized to interest expense through the new maturity date.

Cash Flow

      From Operating Activities

      Net cash used in operating activities was approximately $2,941,000 and
$580,000 for the three-months ended March 31, 2005 and 2004, respectively, which
was primarily due to the increase in net loss in 2005 of approximately
$2,118,000.

      From Investing Activities

      For the three-months ended March 31, 2005, net cash used in investing
activities was approximately $34,000 as compared to approximately $36,000 for
the three-months ended March 31, 2004, which relates to purchases of property
and equipment. There are no immediate plans for large increases in capital
expenditures; however, management is continually assessing such requirements
concurrent with our growth.


                                       4
<PAGE>

      From Financing Activities

      For the three-months ended March 31, 2005, our net cash used in financing
activities was approximately $98,000, for issuance costs related to the October
2004 private offering, as compared to approximately $112,000 for the
three-months ended March 31, 2004 for repayment of notes payable to
stockholders.

Financial Condition and Liquidity at March 31, 2005

      As of March 31, 2005, stockholders' equity was approximately $21,407,000,
an increase of approximately $20,136,000 over March 31, 2004. The improvement is
due to the equity capital we raised in July 2004 and November 2004 and the
redemption of our Series A convertible preferred stock at a substantial discount
from its carrying value. Our 2005 net loss, when combined with losses incurred
through December 31, 2004, resulted in an accumulated deficit of approximately
$26,601,000 at March 31, 2005.

      As of March 31, 2005, we had a total of approximately $17,437,000 in cash
and cash equivalents. Our outstanding indebtedness was approximately $3,525,000
as of March 31, 2005, and consisted of notes payable to certain stockholders and
the Bridge Loan. We are committed to make annual minimum payments under our
operating leases aggregating approximately $297,000 for 2005, approximately
$84,000 for 2006, approximately $43,000 in 2007, approximately $39,000 in 2008,
and approximately $219,000 thereafter. We also are committed to make annual
minimum payments under our Polish contract manufacturing agreement of $264,000
for the remainder of 2005 and an aggregate of $707,000 through 2008. We have
also entered into various agreements with independent third parties to conduct
R&D activities on our behalf. One such agreement, entered into in July 2004, has
committed a third party to provide research and development assistance valued at
approximately $1.25 million. The consideration includes $250,000 in cash, which
was paid upon signing the agreement, and 300,300 shares of our common stock, to
be released from escrow as the shares are earned. The agreement is with one of
our long-standing third party R&D vendors. We also have employment agreements
with several officers and key employees as outlined in the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our Annual Report on Form 10-KSB.

Funding of Future Operations

      We believe that our operating losses will continue in 2005. In addition,
our future capital requirements will be substantial. We believe that if we meet
our business plan, we will have sufficient capital to fund our operations and
meet our obligations through year end 2006. However, it is possible that we will
seek additional financing within this timeframe. We may raise additional funds
through public or private financings, collaborative relationships or other
arrangements. Additional funding, if sought, may not be available on terms
favorable to us. Further, any additional equity financing may be dilutive to
stockholders, and debt financing, if available, may involve restrictive
covenants. Our failure to raise capital when needed may harm our business and
operating results.

Off-Balance Sheet Arrangements

      We do not have any off-balance sheet arrangements.


                                       5
<PAGE>

Financial Statements (Unaudited)
<TABLE>
<CAPTION>
                           Dyadic International, Inc.
                      Condensed Consolidated Balance Sheet
                                 March 31, 2005
                                   (Unaudited)
<S>                                                                              <C>
Assets
Current assets:
     Cash and cash equivalents                                                   $ 17,437,044
     Accounts receivable, net of allowance for uncollectible
       accounts of $462,964                                                         3,069,846
     Inventory                                                                      6,747,069
     Prepaid expenses and other current assets                                        744,183
                                                                                 ------------
Total current assets                                                               27,998,142
                                                                                 ------------

Fixed assets, net                                                                     715,268
Intangible assets, net                                                                187,271
Goodwill                                                                              467,821
Other assets                                                                          187,072
                                                                                 ------------
Total assets                                                                     $ 29,555,574
                                                                                 ============

Liabilities and stockholders' equity
Current liabilities:
     Accounts payable                                                            $  2,929,441
     Accrued expenses                                                               1,405,235
     Accrued interest payable to stockholders                                          62,094
     Current portion of notes payable to stockholders                                 171,986
     Deferred revenue                                                                  75,000
     Income taxes payable                                                              10,046
                                                                                 ------------
Total current liabilities                                                           4,653,802
                                                                                 ------------

Long-term liabilities:
     Notes payable to stockholders, including accrued interest, net
       of current portion                                                           3,353,325
     Other liabilities                                                                 34,455
     Minority interest                                                                106,591
                                                                                 ------------
Total long-term liabilities                                                         3,494,371
                                                                                 ------------
Total liabilities                                                                   8,148,173
                                                                                 ------------

Stockholders' equity:
     Preferred stock, $.0001 par value:
         Authorized shares - 5,000,000; none issued and outstanding                        --
     Common stock, $.001 par value,
         Authorized shares - 100,000,000; issued and outstanding - 21,940,805          21,941
     Additional paid-in capital                                                    48,449,401
     Notes receivable from exercise of stock options                                 (462,500)
     Accumulated deficit                                                          (26,601,441)
                                                                                 ------------
Total stockholders' equity                                                         21,407,401
                                                                                 ------------
Total liabilities and stockholders' equity                                       $ 29,555,574
                                                                                 ============
</TABLE>

See accompanying notes.


                                       6
<PAGE>

<TABLE>
<CAPTION>
                           Dyadic International, Inc.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)


                                                              Three Months Ended
                                                                    March 31,
                                                             2005             2004
                                                         ------------     ------------
<S>                                                      <C>              <C>
Net sales                                                $  3,734,360     $  3,989,875

Cost of goods sold                                          2,984,756        2,953,538
                                                         ------------     ------------
Gross profit                                                  749,604        1,036,337
                                                         ------------     ------------

Expenses:
     Research and development                               1,718,396          850,383
     Selling, general and administrative                    1,868,363          976,331
                                                         ------------     ------------
Total expenses                                              3,586,759        1,826,714
                                                         ------------     ------------
Loss from operations                                       (2,837,155)        (790,377)
                                                         ------------     ------------

Other income (expense):
     Interest expense                                        (173,402)        (101,753)
     Investment (loss) income, net                            (71,259)           1,336
     Minority interest                                         (7,424)         (20,242)
     Foreign currency exchange gains (losses), net             61,262          (54,720)
     Other (expense) income, net                              (68,010)           1,508
                                                         ------------     ------------
Total other expense                                          (258,833)        (173,871)
                                                         ------------     ------------

Loss before income taxes                                   (3,095,988)        (964,248)

Provision for income taxes                                     12,307           26,256
                                                         ------------     ------------
Net loss                                                 $ (3,108,295)    $   (990,504)
                                                         ============     ============
Net loss applicable to holders of common stock           $ (3,108,295)    $ (1,198,897)
                                                         ============     ============
Net loss per common share:
          Basic and Diluted                              $      (0.14)    $      (0.10)
                                                         ============     ============
Weighted average common shares used in
  calculating net loss per share:
          Basic and diluted                                21,934,583       12,460,806
                                                         ============     ============
</TABLE>

See accompanying notes.


                                       7
<PAGE>

<TABLE>
<CAPTION>
                           Dyadic International, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                                                Three-Months Ended March 31,
                                                                                   2005             2004
                                                                               ------------     ------------
<S>                                                                            <C>              <C>
Operating activities
Net loss                                                                       $ (3,108,295)    $   (990,504)
                                                                               ------------     ------------
Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation and amortization of fixed assets                                  120,954          125,940
     Amortization of intangible and other assets                                     22,533           22,533
     Amortization of costs related to modification of notes payable to
         stockholder                                                                 92,785               --
     Minority interest                                                                7,424           20,242
     Provision for doubtful accounts                                                  7,200            5,000
     Stock issued for consulting services                                             3,740               --
     Compensation expense on non-employee stock options                               7,680           10,944
     Changes in operating assets and liabilities:
         Accounts receivable                                                          1,036          371,161
         Inventory                                                                 (105,036)      (1,015,485)
         Prepaid expenses and other current assets                                  117,226          (18,515)
         Other assets                                                                  (952)         (40,326)
         Accounts payable                                                           (29,293)         624,842
         Accrued expenses                                                           (28,657)         181,599
         Accrued interest payable to stockholders                                   (45,611)         144,924
         Deferred revenue                                                                --          (45,756)
         Income taxes payable                                                        (2,763)          23,690
         Other liabilities                                                           (1,358)              --
                                                                               ------------     ------------
Total adjustments                                                                   166,908          410,793
                                                                               ------------     ------------
Net cash used in operating activities                                            (2,941,387)        (579,711)
                                                                               ------------     ------------
Investing activities
Purchases of property and equipment                                                 (34,455)         (36,215)
                                                                               ------------     ------------
Net cash used in investing activities                                               (34,455)         (36,215)
                                                                               ------------     ------------
Financing activities
Repayment of notes payable to stockholders                                               --         (109,724)
Repayment of other notes payable                                                         --           (2,257)
Payment for issuance costs related to private offering                              (97,764)              --
                                                                               ------------     ------------
Net cash used in financing activities                                               (97,764)        (111,981)
                                                                               ------------     ------------
Net decrease in cash and cash equivalents                                        (3,073,606)        (727,907)
Cash and cash equivalents at beginning of period                                 20,510,650        1,649,562
                                                                               ------------     ------------
Cash and cash equivalents at end of period                                     $ 17,437,044     $    921,655
                                                                               ------------     ------------
Supplemental cash flow information:
Cash paid for interest                                                         $    137,410     $     49,267
                                                                               ============     ============
Cash paid for income taxes                                                     $     24,093     $      2,566
                                                                               ============     ============
</TABLE>

See accompanying notes.


                                       8
<PAGE>

                           Dyadic International, Inc.
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2005
                                   (Unaudited)

1.    Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim information and with the instructions to Form 10-QSB
and Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. In the opinion of management, all
adjustments of a normal and recurring nature considered necessary for a fair
presentation have been included. Operating results for the three-month period
ended March 31, 2005 may not necessarily be indicative of the results that may
be expected for the year ending December 31, 2005.

For further information, refer to Dyadic International, Inc.'s (the "Company")
consolidated financial statements and footnotes thereto included in the Annual
Report on Form 10-KSB for the year ended December 31, 2004.

Merger

The Company was organized under the name CCP Worldwide, Inc., as a Delaware
corporation on September 23, 2002. On October 29, 2004, we completed the merger
of our newly created and wholly owned subsidiary, CCP Acquisition Corp., a
Florida corporation, with and into a Florida corporation formerly known as
Dyadic International, Inc., which was the surviving corporation of the Merger
and became our wholly owned subsidiary. Following the Merger, our new subsidiary
changed its name to Dyadic International (USA), Inc. ("Dyadic-Florida") from
Dyadic International, Inc., and the Company's name was changed to Dyadic
International, Inc. from CCP Worldwide, Inc.

Concurrently, the officers and directors of the Florida corporation formerly
known as Dyadic International, Inc. became the officers and directors of the
merged and reorganized entity. A total of 12,580,895 shares of common stock were
exchanged in the Merger, on a one-for-one basis, including the 300,300 shares
placed in escrow related to a development agreement. The Company's pre-Merger
obligations to contingently issue common shares in accordance with a real estate
acquisition agreement, employee stock options, nonemployee stock options and
warrants and convertible debt instruments were also assumed.

The Company has recorded the Merger as the issuance of stock for the net
monetary assets of CCP Worldwide, Inc. (which were nil), accompanied by a
recapitalization. This accounting is identical to that resulting from a reverse
acquisition, except that no goodwill or other intangible assets were recorded. A
total of 1,653,138 shares of common stock, representing the aggregate number of
shares held by stockholders of CCP Worldwide, Inc. immediately prior to the
Merger, have been retroactively reflected as outstanding for all periods
presented in the accompanying condensed consolidated financial statements.
Additionally, the accompanying condensed consolidated financial statements
retroactively reflect the authorized capital stock of CCP Worldwide, Inc. and
the resultant change from no par to $0.001 par value on the Company's common
stock.

Immediately prior to the Merger, CCP Worldwide, Inc. disposed of its only
operating subsidiary as part of a Split-off Agreement among CCP Worldwide, Inc.,
its wholly owned subsidiary, the Company and a former member of the board of
directors of CCP Worldwide, Inc.

As a result of the Merger and the Split-off Agreement, the only business
operations following the Merger of Dyadic International, Inc., formerly CCP
Worldwide, Inc., are the operations of the Company.


                                       9
<PAGE>

Historical Results of Operations

The Company has incurred losses from operations during the last several years,
which have resulted in an accumulated deficit of approximately $26.6 million as
of March 31, 2005.

The Company has attributed these operating results, among other things, to
negative trends in the textile enzymes sector, utilization of funds for
acquiring and developing assets, including but not limited to intellectual
property and proprietary technology, expansion of its operations, establishment
of new affiliates, and increased research and development spending. In order to
advance its science and to develop new products, the Company has continued to
incur discretionary research and development expenditures in 2005. The Company
has historically funded losses from operations with proceeds from external
borrowings, borrowings from its stockholders, and sales of preferred and common
equity securities. The Company believes that if needed, it will raise sufficient
capital to continue to fund its operations and satisfy its obligations through
year end 2006.

Recent Accounting Pronouncements

In March 2005, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations
(FIN 47). The document is an interpretation of FASB Statement 143, Asset
Retirement Obligations, which was issued in June 2001. The FASB issued the
Interpretation to address diverse accounting practices that have developed with
regard to the timing of liability recognition for legal obligations associated
with the retirement of a tangible long-lived asset in which the timing and (or)
method of settlement are conditional on a future event that may or may not be
within the control of the entity. According to the Interpretation, uncertainty
about the timing and (or) method of settlement of a conditional asset retirement
obligation should be factored into the measurement of the liability when
sufficient information exists. FIN 47 also clarifies when an entity would have
sufficient information to reasonably estimate the fair value of an asset
retirement obligation. FIN 47 is effective no later than the end of fiscal years
ending after December 15, 2005 (December 31, 2005, for calendar year-end
companies). Retrospective application of interim financial information is
permitted, but is not required. Early adoption of this Interpretation is
encouraged. The Company does not anticipate that the adoption of the new
standard will have an effect on the Company's financial position or the results
of its operations.

In December 2004, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 123 (revised 2004), Share-Based Payment (SFAS 123R), which replaces
SFAS 123 and supersedes APB 25. SFAS 123R requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the
financial statements based on their fair values, beginning with the first
interim or annual period after December 15, 2005. The Company will adopt SFAS
123R effective January 1, 2006. The grant-date fair value of employee share
options and similar instruments will be estimated using an option-pricing model
adjusted for any unique characteristics of a particular instrument. If an equity
award is modified after the grant date, incremental compensation cost will be
recognized in an amount equal to the excess of the fair value of the modified
award over the fair value of the original award immediately before the
modification. Two transition alternatives will be allowed for the public
entities: the modified-prospective-transition method or the
modified-retrospective transition method. The Company has not yet determined the
method of adoption nor the effect of adopting SFAS 123R.

In November 2004, the FASB issued SFAS No. 151, Inventory Costs: an Amendment to
ARB No. 43. This statement clarifies the types of costs that should be expensed
rather than capitalized as inventory. This statement also clarifies the
circumstances under which fixed overhead costs, such as abnormal amounts of idle
facility expense, freight, handling costs and wasted material, associated with
operating facilities involved in inventory processing should be expensed or
capitalized. The provisions of this statement are effective for fiscal years
beginning after June 15, 2005. Consequently, the Company will adopt the standard
in 2006. The Company does not anticipate that the adoption of the new standard
will have an effect on the Company's financial position or the results of its
operations.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
the condensed consolidated financial statements. Actual results could differ
from those estimates.


                                       10
<PAGE>

Net Loss Per Share

Basic net loss per share has been computed using the weighted-average number of
shares of common stock outstanding during the period. In arriving at net loss
applicable to common stockholders, accrued preferred stock dividends and
accretion of preferred stock issuance costs are deducted for each period
presented in which such cumulative preferred stock was outstanding.

The following table reflects the calculation of basic and diluted net loss per
share for the periods presented:

<TABLE>
<CAPTION>
                                                              Three-Months Ended March 31
                                                             ------------------------------
                                                                 2005             2004
                                                             ------------     ------------
<S>                                                          <C>              <C>
Net loss                                                     $ (3,108,295)    $   (990,504)
Less:  Accrued dividends on preferred stock                            --         (198,907)
       Accretion of preferred stock issuance costs                     --           (9,486)
                                                             ------------     ------------
Net loss applicable to holders of common stock for basic
    and diluted calculation                                    (3,108,295)      (1,198,897)
                                                             ============     ============

Weighted average common shares used in computing net loss
    per common share:
       Basic and diluted                                       21,934,583       12,460,806
                                                             ============     ============

Net loss per common share:
       Basic and diluted                                     $      (0.14)    $      (0.10)
                                                             ============     ============
</TABLE>

The following potentially dilutive securities were not included in the
calculation of diluted net loss per share as they were anti-dilutive for the
respective periods presented:

<TABLE>
<CAPTION>
                                                            Three-Months Ended March 31
                                                            ---------------------------
                                                                2005           2004
                                                             ---------      ---------
<S>                                                          <C>              <C>
Instruments to purchase common stock:
  Stock options outstanding pursuant to the 2001 Equity
    Compensation Plan                                        1,395,389        530,000
  Other stock options                                           65,000         65,000
  Warrants outstanding                                       6,952,776      1,500,000
Common stock issuable pursuant to conversion features:
  Redeemable Series A convertible preferred                         --      2,726,323
  Subordinated convertible notes payable                       473,835        339,572
                                                             ---------      ---------
Total shares of common stock considered anti-dilutive        8,413,165      5,160,895
                                                             =========      =========
</TABLE>

A total of 300,300 contingently issuable shares under an agreement to conduct
research and development activities on behalf of the Company pursuant to an
arrangement entered into in connection with a manufacturing contract, are also
excluded. Such shares of common stock are unearned, nonvested, restricted shares
that will be considered outstanding once earned under the agreement.
Additionally, 300,300 shares of common stock potentially issuable under a real
estate purchase contract are not included in the above amounts as they are not
issuable until the purchase contract is closed, which is anticipated to occur in
the second quarter of 2005.

Inventory

Inventory primarily consists of finished goods including industrial enzymes used
in the industrial, chemical and agricultural markets, and is stated at the lower
of cost or market using the average cost method. Finished goods include raw
materials and manufacturing costs, substantially all of which are incurred
pursuant to agreements with independent manufacturers. Provisions have been made
to reduce excess or obsolete inventory to net realizable value.


                                       11
<PAGE>

Stock Option Plans

The Company accounts for its stock-based compensation plans under Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB
25) and FASB Interpretation No. 44, Accounting for Certain Transactions
involving Stock Compensation (FIN 44), including related amendments and
interpretations, and provides pro forma disclosures of the compensation expense
determined under the fair value provisions of SFAS 123. Under APB 25, since the
exercise price of the Company's employee stock options equals the market price
of the underlying stock on the date of grant, no compensation expense is
recognized.

Stock options and warrants issued to consultants and other non-employees as
compensation for services provided to the Company are accounted for based on the
fair value of the services provided or the estimated fair market value of the
option or warrant, whichever is more reliably measurable in accordance with SFAS
123 and EITF 96-18, Accounting for Equity Investments That are Issued to Other
Than Employees for Acquiring or in Conjunction with Selling Goods or Services,
including related amendments and interpretations. The related expense is
recognized over the period the services are provided.

Pro forma information regarding net loss and net loss per common share as if the
Company had accounted for its employee stock options under the fair value method
of SFAS 123 is presented below. For purposes of pro forma disclosure, the
estimated fair value of the options is amortized to expense over the options'
vesting period. The Company's pro forma information is as follows:

<TABLE>
<CAPTION>
                                                                            Three-Months Ended March 31
                                                                         ---------------------------------
                                                                              2005               2004
                                                                         -------------      -------------
<S>                                                                      <C>                <C>
Net loss applicable to holders of common stock, as reported for basic
   and diluted calculations                                              $  (3,108,295)     $  (1,198,897)
Deduct: Fair value method stock option expense                                 (74,080)           (33,870)
                                                                         -------------      -------------
Pro forma net loss applicable to holders of common stock,
   basic and diluted calculations                                        $  (3,182,375)     $  (1,232,767)
                                                                         =============      =============

Net loss per common share, as reported:
   Basic and diluted                                                     $       (0.14)     $       (0.10)
                                                                         =============      =============

Pro forma net loss per common share:
   Basic and diluted                                                     $       (0.15)     $       (0.10)
                                                                         =============      =============

Weighted average fair value per option granted during the period(1)      $        1.76      $          --

Assumptions:
     Average risk free interest rate                                              3.74%              3.60%
     Average volatility factor                                                      50%                50%
     Expected dividend yield                                                         0%                 0%
     Expected life (in years)                                                     5.00               5.00
</TABLE>

(1)   A Black-Scholes option-pricing model was used to develop the fair values
      of the options granted.

Revenue Recognition

The Company recognizes revenues in accordance with Staff Accounting Bulletin
(SAB) No 104, Revenue Recognition in Financial Statements (SAB 104). SAB 104
sets forth four basic criteria that must be met before SEC registrants can
recognize revenue. These criteria are: persuasive evidence of an arrangement
must exist; delivery had to have taken place or services have had to been
rendered; the seller's price to the buyer should be fixed or determinable; and
collectibility of the receivable should be reasonably assured. Sales not meeting
any of the aforementioned criteria are deferred. Sales are comprised of gross
revenues less provisions for expected customer returns, if any. Reserves for
estimated returns and inventory credits are established by the Company, if
necessary, concurrently with the recognition of revenue. The amounts of reserves
are established based upon consideration of a variety of factors, including
estimates based on historical returns.


                                       12
<PAGE>

Amounts billed to customers in sales transactions related to shipping and
handling, represent revenues earned for the goods provided and are included in
net sales. Costs of shipping and handling are included in cost of products sold.

Research and Development

Research and development costs related to both present and future products are
charged to operations when incurred. Revenue received for research and
development is recognized as the Company meets its obligations under the related
agreement.

Foreign Currency Translation

The financial statements of the Company's foreign subsidiaries have been
translated into United States dollars in accordance with SFAS No. 52, Foreign
Currency Translation. Assets and liabilities of the Company's foreign
subsidiaries are translated at period-end exchange rates, and revenues and
expenses are translated at average rates prevailing during the period. Certain
accounts receivable from customers are collected and certain accounts payable to
vendors are payable in foreign currencies. These amounts are adjusted to reflect
period-end exchange rates. Net translation adjustments and realized exchange
gains and losses are included as a component of foreign currency exchange gains
(losses), net, in the accompanying condensed consolidated statements of
operations.

2.    Long-Term Liabilities

Long-term liabilities consist of the following at March 31, 2005:

<TABLE>
<CAPTION>
<S>                                                                                       <C>
      Notes payable to stockholders:
         Loan payable with a rate of 8% as of March 31, 2005 to Mark A. Emalfarb
         Trust (Bridge Loan), secured by all assets of the Company, in the
         original principal amount of $3,000,000, principal and accrued interest
         due January 2007 and conversion price of $3.33. Accrued interest of
         $239,941 included in principal balance. Net of beneficial conversion
         feature of $201,726.                                                             $  2,223,215

      Subordinated convertible note payable to Mark A. Emalfarb Trust
         (Emalfarb Trust Note) with a rate of 6%, secured by all assets of the
         Company, in the original principal amount of $750,766, dated May 2001,
         principal and accrued interest due January 1, 2007, or earlier upon a
         Qualified Public Offering, a Liquidation Event, a repurchase by payor
         or the conversion of all Series A Preferred Stock into Common Stock.
         Conversion price of $3.33. Accrued interest of $86,058 included in
         principal balance. Net of beneficial conversion feature of $237,447.                  599,377

      Subordinated convertible note payable to Francisco Trust u/a/d
         February 28, 1996 (the Francisco Trust) (Francisco Trust Note) with a
         rate of 6%, secured by all assets of the Company, in the original
         principal amount of $664,839, dated May 2001, principal and accrued
         interest due January 1, 2007, or earlier upon a Qualified Public
         Offering, a Liquidation Event, a repurchase by payor or the conversion
         of all Series A Preferred Stock into Common Stock. Conversion price of
         $3.33. Accrued interest of $76,209 included in principal balance. Net
         of beneficial conversion feature of $210,315.                                         530,733

                                                                                          ------------
                                                                                          $  3,353,325
                                                                                          ============
      Subordinated notes payable to the minority stockholders of a
         subsidiary, interest at a weighted average rate of 6.0% as of March 31,
         2005, no fixed repayment terms, classified as current.                           $    171,986
                                                                                          ============
</TABLE>


                                       13
<PAGE>

On May 29, 2003, the Company obtained a $3.0 million revolving note from a group
of shareholders, including the Chief Executive Officer, who contributed
$2,185,000, and a group of other Dyadic-Florida shareholders who contributed
$815,000, bearing interest at 8% per annum, with all unpaid principal and
interest originally due on January 2, 2004, and extended to January 1, 2005 on
February 13, 2004. Approximately $903,000 of the proceeds from the October
Offering were used to pay off the $815,000 of principal and approximately
$88,000 of accrued interest for the portion of the bridge loan contributed by
the group of other Dyadic-Florida shareholders. The loan is collateralized by a
security interest in all of the Company's assets.

The Mark A. Emalfarb Trust was also granted a warrant to purchase up to 1.5
million shares of the Company's common stock at the lesser of $4.50 per share or
the Series A Preferred conversion price, expiring ten years from the date of
grant (the Bridge Loan Warrant). In November 2004, the exercise price of the
Bridge Loan Warrant was reduced to $3.33 and the maturity date was extended to
January 1, 2007 in connection with the Merger. As a result, approximately
$343,000, representing the incremental fair value of the modified warrant as
compared to the fair value of the original warrant immediately before the
modification, will be amortized to interest expense through the new maturity
date. The remaining unamortized portion of $201,726 is reflected as a reduction
of notes payable to stockholders in the accompanying condensed consolidated
balance sheet for the three-month period ended March 31, 2005. Approximately
$29,000 was amortized to interest expense during the three-month period ended
March 31, 2005. Interest expense on the Bridge Loan was approximately $48,000
and $60,000 for the three-month periods ended March 31, 2005 and 2004,
respectively, excluding the amortization of the beneficial conversion feature of
approximately $29,000.

In connection with the Merger, the conversion prices of the subordinated
convertible notes payable to the Mark A. Emalfarb Trust and the Francisco Trust
were fixed at $3.33 and the maturity dates were extended to January 1, 2007. As
a result of the modification of the conversion price, a beneficial conversion
feature totaling approximately $554,000 was recorded in October 2004 and will be
amortized to interest expense through the new maturity date. The remaining
unamortized portion of $447,762 is reflected as a reduction of notes payable to
stockholders in the accompanying condensed consolidated balance sheet as of
March 31, 2005. Approximately $64,000 was amortized to interest expense during
the three-month period ended March 31, 2005.

Interest expense on the subordinated convertible notes payable was approximately
$23,000 and $5,000 for the three-month periods ended March 31, 2005 and 2004,
respectively. The notes payable and accrued interest due on the subordinated
convertible notes payable are convertible in whole or part into shares of the
Company's common stock at any time, at a conversion price equal to fair market
value of the Company's common stock.

Mark A. Emalfarb Trust and Francisco Trust are major stockholders of the Company
and are trusts benefiting the Company's President and Chief Executive Officer,
and his wife and children, respectively.

The subordinated notes payable to the minority stockholders of a subsidiary are
collateralized by the subsidiary's accounts receivable and inventories. Interest
expense on these subordinated notes payable was approximately $2,500 and $2,800
for the three-month periods ended March 31, 2005 and 2004, respectively, and
accrued interest of approximately $62,000 is included in accrued interest
payable to stockholders as of March 31, 2005.

3.    Stockholders' Equity

In February 2005, the Company signed an agreement with an investor relations
consulting firm for a one year term. In addition to monthly cash compensation
and expense reimbursement, the Company issued 10,000 shares of common stock for
compensation of services to be rendered, which were valued at $39,000 based on
the fair market value of the Company's common stock on the date of grant. The
common stock has not been registered under the Securities Act and may not be
offered or sold absent registration under the Securities Act or an applicable
exemption from such registration requirements. The stock certificate evidencing
such securities bears a restricted legend. The agreement may be terminated with
five days prior notice on May 25, 2005 or August 25, 2005. Unless the agreement
is terminated, the Company will issue an additional 10,000 shares of common
stock on each of those dates. The $39,000 of compensation expense is being
amortized over the term of the agreement. Deferred compensation expense of
approximately $35,000 is included in prepaid expenses and other current assets
in the accompanying condensed consolidated financial statements.


                                       14
<PAGE>

4.    Commitments and Contingencies

Litigation, Claims and Assessments

In the opinion of management, there are no known pending legal proceedings that
would have a material effect on the Company's financial position, results of
operations or cash flows.

5.    Segment Data Information

Operating segments are defined as components of an enterprise engaging in
business activities about which separate financial information is available that
is evaluated regularly by the chief operating decision maker or group in
deciding how to allocate resources and in assessing performance. Utilizing these
criteria, the Company has identified its reportable segments based on the
geographical markets they serve, which is consistent with how the Company
operates and reports internally.

The Company has three reportable segments: U.S. operations, Asian operations and
Netherlands operations. The U.S. reportable segment includes a subsidiary in
Poland that is considered auxiliary and integral to the U.S. operations. The
accounting policies for the segments are the same as those described in the
basis of presentation and summary of significant accounting policies. The
Company accounts for intersegment sales (which are eliminated in consolidation)
as if the sales were to third parties, that is, at current market prices. The
U.S. operating segment is a developer, manufacturer and distributor of enzyme
products, proteins, peptides and other bio-molecules derived from genes, and a
collaborative licensor of enabling proprietary technology for the development
and manufacturing of biological products and use in research and development.
The Asian operating segment is engaged in the manufacturing and distribution of
chemical and enzyme products to the textile and pulp and paper industries. The
Netherlands operating segment is also a developer of enzyme products, proteins,
peptides and other bio-molecules derived from genes and to date has invested
solely in research and development activities.

The following table summarizes the Company's segment and geographical
information:
<TABLE>
<CAPTION>
                                                         Three-Months Ended March 31, 2005
                                  --------------------------------------------------------------------------------
                                       U.S.           Asian         Netherlands
                                    Operating       Operating        Operating
                                     Segment         Segment          Segment        Eliminations         Totals
                                  ------------     ------------     ------------     ------------     ------------
<S>                               <C>              <C>              <C>              <C>              <C>
Net Sales:
  External customers              $  2,390,543     $  1,343,817     $         --     $         --     $  3,734,360
  Intersegment                         133,620               --               --         (133,620)              --
                                  ------------     ------------     ------------     ------------     ------------
Total net sales                      2,524,163        1,343,817               --         (133,620)       3,734,360

(Loss) income from operations       (2,716,657)          70,376         (224,366)          33,492       (2,837,155)
Investment (loss) income, net          (60,823)             131                8          (10,575)         (71,259)
Interest expense (a)                  (132,655)         (13,894)         (37,428)          10,575         (173,402)
Depreciation and amortization           18,929            8,995           93,030               --          120,954
Capital expenditures                    24,526            9,929               --               --           34,455
Total assets at March 31, 2005      27,882,307        2,187,087          286,710         (800,530)      29,555,574
</TABLE>


                                       15
<PAGE>

<TABLE>
<CAPTION>
                                                         Three-Months Ended March 31, 2004
                                  --------------------------------------------------------------------------------
                                       U.S.            Asian         Netherlands
                                    Operating        Operating        Operating
                                     Segment          Segment          Segment       Eliminations         Totals
                                  ------------     ------------     ------------     ------------     ------------
<S>                                   <C>               <C>             <C>                <C>            <C>
Net Sales:
  External customers              $  2,628,208     $  1,361,667     $         --     $         --     $  3,989,875
  Intersegment                          85,005               --               --          (85,005)              --
                                  ------------     ------------     ------------     ------------     ------------
Total net sales                      2,713,213        1,361,667               --          (85,005)       3,989,875

(Loss) income from operations         (761,215)         160,868         (205,988)          15,958         (790,377)
Investment (loss) income, net           13,024               13                7          (11,708)           1,336
Interest expense (a)                   (66,712)         (15,872)         (30,877)          11,708         (101,753)
Depreciation and amortization           20,262           12,648           93,030               --          125,940
Capital expenditures                    13,766           22,449               --               --           36,215
Total assets at March 31, 2004      10,790,796        1,933,327          719,797       (1,237,367)      12,206,553
</TABLE>

- ----------
(a)   Interest expense relating to the purchase by the U.S. operating segment of
      manufacturing equipment is allocated to the Netherlands operating segment.

                                       16
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
