Edgar Filing: ROTH ALAN DAVID

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

CHIRAL QUEST, INC.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

17003P 10 5

(Cusip Number)

Alan D. Roth
7 Deer Park Drive, Suite E
Monmouth Junction, NJ 08852

With a copy to:
Christopher J. Melsha, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402-4140
Phone: (612) 672-8200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 18, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Page 1 of 5 pages)


CUSIP No. 17003P 10 5					Page 2 of 5

	1.	Name of Reporting Person: Alan D. Roth, Ph.D.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: Venezuela

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 980,604

			8.	Shared Voting Power: 0

			9.	Sole Dispositive Power: 980,604

			10.	Shared Dispositive Power: 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 980,604

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 7.4%

	14.	Type of Reporting Person (See Instructions): IN

(Page 2 of 5 pages)

TABLE OF CONTENTS


	ITEM 1. SECURITY AND ISSUER
	ITEM 2. IDENTITY AND BACKGROUND
	ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	ITEM 4. PURPOSE OF TRANSACTION
	ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
	ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER
	ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
SIGNATURE

ITEM 1. SECURITY AND ISSUER

This statement relates to the common stock, $.01 par value, of Chiral Quest, Inc., a Minnesota corporation (“Chiral Quest”). The address of Chiral Quest’s principal executive offices is 7 Deer Park Drive, Suite E, Monmouth Junction, NJ 08852.

ITEM 2. IDENTITY AND BACKGROUND

This Schedule 13D is being filed by Alan D. Roth. The business address for the reporting person is 7 Deer Park Drive, Suite E, Monmouth Junction, NJ 08852. Dr. Roth is Chiral Quest’s Chief Executive Officer.

During the last five years, Dr. Roth has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Dr. Roth is a citizen of Venezuela.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Not applicable.

ITEM 4. PURPOSE OF TRANSACTION

The shares of Chiral Quest subject to this Statement are held by the Reporting Person solely for investment purposes.

The Reporting Person has no current plans or proposals which would relate to or would result in any of the following matters:

(a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the issuer;

(Page 3 of 5 pages)

(f) Any other material change in the issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g) Changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

(h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) Any action similar to any of those enumerated above.

ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER

a.-b. Alan D. Roth beneficially owns 980,604 shares (which includes options to purchase 288,420 shares at an exercise price of $1.49 per share which vest within 60 days). He has sole power to vote these shares and sole power of disposition.

According to the Issuer’s most recent Quarterly Report on Form 10-QSB, as of November 14, 2003, the Company had 13,001,018 shares outstanding. Accordingly, based upon this information the Reporting Person is the beneficial owner of 7.4% of the outstanding shares.

c. TRANSACTIONS WITHIN THE LAST 60 DAYS

The Reporting Person has had no transactions in the Company ‘s securities within the last 60 days.

d. Not applicable.

e. Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER

None

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

None

(Page 4 of 5 pages)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2004



	/s/ Alan D. Roth
	Alan D. Roth, Ph.D.

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