______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(X)
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2003
or
( )
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
333-86830
(Commission File No.)
ELECTRIC AQUAGENICS UNLIMITED, INC.
(name of small business issuer in its charter)
Delaware | 87-0654478 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1464 W. 40 S. Suite #200, Lindon, Utah 84042-1629
(Address of principal executive offices) (Zip Code)
Issuer’s telephone number: (801) 443-1031
As of November 14, 2003, the Registrant had 3,810,535 shares of Common Stock, $0.0001 par value outstanding.
PART I - FINANCIAL INFORMATION
Item 1.
Financial Statements
Electric Aquagenics Unlimited, Inc.
Balance Sheets
September 30,
December 31,
2003
2002
(unaudited)
ASSETS
Current assets:
Cash
$
307,435
$
29,432
Accounts receivable, less allowance for doubtful
accounts of $1,000 in 2003 and 2002
107,107
25,000
Accounts receivable-related parties
190,426
120,635
Inventories
81,600
158,583
Total current assets
686,568
333,650
Fixed assets:
Computers
18,944
18,944
Furniture & fixtures
1,390
1,390
Injection Molding
10,000
-
Machinery & equipment
34,708
1,372
Total fixed assets
65,042
21,706
Less accumulated depreciation
(22,780)
(15,480)
Net fixed assets
42,262
6,226
Other assets:
Deposits
2,075
2,052
Total other assets
2,075
2,052
Total assets
$
730,905
$
341,928
See notes to financial statements
September 30,
December 31,
2003
2002
(unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses
$
144,306
$
104,927
Accounts payable-related parties
-
10,644
Accrued interest-related party loans
57,302
34,097
Short-term notes
45,700
45,700
Short-term notes-related parties
41,200
26,200
Convertible bridge loans-other
50,000
50,000
Convertible bridge loans- related parties
216,000
236,000
Current portion of long-term debt
5,536
4,704
Total current liabilities
560,044
512,272
Long-term debt:
Notes payable-less current portion
136,187
140,100
Stockholders equity (deficit):
Common stock, par value $ .0001 per share;
50,000,000 authorized shares; 3,320,985 and 2,810,535
shares issued and outstanding, respectively
332
281
Additional paid in capital
1,915,627
1,019,930
Retained earnings (deficit)
(1,881,285)
(1,330,655)
Total stockholders’ equity (deficit)
34,674
(310,444)
Total liabilities and stockholders’ equity (deficit)
$
730,905
$
341,928
See notes to financial statements
Electric Aquagenics Unlimited, Inc.
Statements of Operations (Unaudited)
Nine Months Ended
Three Months Ended
September 30,
September 30,
2003
2002
2003
2002
Revenues
Regular sales, net of returns
$
200,000
$
95,000
$
-
$
-
Cost of goods sold
(76,983)
(35,418)
(13,522)
-
Gross Profit
123,017
59,582
(13,522)
-
Other Expenses
Other general and administrative
279,857
102,759
163,403
26,205
Advertising
34,500
14,681
27,472
4,262
Management, legal and consulting fees paid
to affiliates or shareholders
169,567
68,086
70,700
27,598
Research and development
103,253
138,271
70,408
9,405
Depreciation
7,300
4,591
2,600
1,531
Rents- related party
25,903
25,000
10,248
18,000
Total other expenses
620,380
353,388
344,831
87,001
Net operating loss
(497,363)
(293,806)
(358,353)
(87,001)
Other income (expense)
Interest expense - related party
(23,205)
(123,186)
(7,735)
(6,930)
Interest expense- other
(31,047)
(45,500)
(11,893)
(13,860)
Interest income
985
-
-
-
Net loss before income taxes
(550,630)
(462,492)
(377,981)
(107,791)
Income tax (expense) benefit
-
-
-
-
Net loss
$
(550,630)
$
(462,492)
$
(377,981)
$
(107,791)
Net loss per share
$
(.18)
$
(.17)
$
(.12)
$
(.04)
Weighted average shares outstanding
2,985,402
2,687,452
3,227,385
2,810,535
See notes to financial statements
Electric Aquagenics Unlimited, Inc.
Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)
Additional
Common Stock
Paid in
Retained
Shares
Amount
Capital
Earnings (deficit)
Total
Balance at January 1, 2002
2,599,535
$
260
$
935,740
$
(656,730)
$
279,270
Exercise of Common Stock
warrants
211,000
21
190
-
211
Detachable warrants issued
for bridge loan-related party
-
-
14,000
-
14,000
Detachable warrants issued
with convertible debt
-
-
28,000
-
28,000
Issuance of debt with beneficial
conversion feature-related party
-
-
14,000
-
14,000
Issuance of debt with beneficial
conversion feature
-
-
28,000
-
28,000
Net loss - December 31, 2002
-
-
-
(673,925)
(673,925)
Balance at December 31, 2002
2,810,535
281
1,019,930
(1,330,655)
(310,444)
Net proceeds from issuance of
common stock
510,450
51
895,697
-
895,748
Net loss – September 30, 2003
-
-
-
(550,630)
(550,630)
Balance at September 30, 2003
3,320,985
$
332
$
1,915,627
$
(1,881,285)
$
34,674
See notes to financial statements
Electric Aquagenics Unlimited, Inc.
Statements of Cash Flows (Unaudited)
For the Nine Months Ended
September 30,
2003
2002
Operating activities
Net loss
$
(550,630)
$
(462,492)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation
7,300
4,591
Amortization of debt discount (interest)
-
168,686
Changes in operating assets and liabilities:
Accounts receivable
(82,107)
(7,939)
Accounts receivable-related parties
(69,791)
(76,961)
Inventories
76,983
35,418
Other assets
(23)
19,000
Accounts payable and accrued expenses
39,379
40,655
Accounts payable-related parties
(10,644)
(3,518)
Accrued interest-related party loans
23,205
-
Net cash used in operating activities
(566,328)
(282,560)
Investing activities
Purchase of property, plant and equipment
(43,336)
(266)
Net cash used in investing activities
(43,336)
(266)
Financing activities
Proceeds from short-term notes and convertible
bridge loans-related parties
71,250
50,900
Payments on short-term notes and convertible
bridge loans-related party
(76,250)
-
Proceeds from (payments on) short-term notes and
convertible bridge loans
-
139,097
Principle payments on long-term debt
(3,081)
-
Issuance of common stock for cash (net)
895,748
211
Net cash provided by financing activities
887,667
190,208
Net increase (decrease) in cash
278,003
(92,618)
Cash at beginning of period
29,432
105,330
Cash at end of period
$
307,435
$
12,712
Supplemental disclosures:
Detachable warrants issued with
convertible loans
$
-
$
42,000
Issuance of debt with beneficial conversion feature
$
-
$
42,000
Interest paid in cash
$
23,118
$
-
See notes to financial statements
Electric Aquagenics Unlimited, Inc.
Notes to Financial Statements (unaudited)
September 30, 2003 and 2002
1.
Presentation
The financial statements as of September 30, 2003 and 2002 and for the nine months then ended were prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all necessary adjustments, which consist primarily of normal recurring adjustments to the financial statements have been made to present fairly the financial position and results of operations and cash flows. The results of operations for the respective periods presented are not necessarily indicative of the results for the respective complete years. &n bsp;The Company has previously filed with the SEC an annual report on Form 10-KSB which included audited financial statements for the year ended December 31, 2002. It is suggested that the financial statements contained in this filing be read in conjunction with the statements and notes thereto contained in the Company’s 10-KSB filing.
2.
Net income per common share
Net income per common share is computed based on the weighted-average number of common shares and, as appropriate, dilutive common stock equivalents outstanding during the period. Stock options and warrants are considered to be common stock equivalents.
Basic net loss per common share is the amount of net loss for the period available to each share of common stock outstanding during the reporting period. Diluted net loss per common share is the amount of net loss for the period available to each share of common stock outstanding during the reporting period and to each share that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during the period.
No changes in the computation of diluted earnings per share amounts are presented since warrants granted would have been anti-dilutive due to the Company’s net reported loss. Such warrants could potentially dilute basic EPS in the future.
3.
Public Offering
During the Company’s most recent reporting period ended September 30, 2003, the Company has issued 510,450 shares of its common stock as part of a registered offering of up to 1,000,000 shares at $2.00 per share. The registered offering required that all money raised be held in an escrow account until such time as a minimum of $400,000 had been raised. In June 2003, the Company successfully raised more than $400,000 and began using the proceeds in operations. Of the total proceeds raised of $1,020,900 through September 30, 2003, $125,152 was used to pay commissions and other costs of raising capital for net proceeds of $895,748. As of September 30, 2003, the offering was still open and additional shares may be issued.
Item 2.
Management's Discussion and Analysis or Plan of Operation
We are an early stage company that designs, develops and manufactures equipment that uses water electrolysis to create fluids that sanitize and clean surfaces in a wide array of industries and applications. We also intend to develop and market electrolyzed fluid products generated by this equipment. We have documented test results in the food processing, mold remediation and carpet cleaning industries demonstrating unprecedented pathogen killing effectiveness of the electrolyzed fluid generated by our equipment. We have identified eight separate industries for early stage focus. Of those eight industries, we are presently focusing most of our attention on carpet cleaning and retail grocery outlets.
We currently generate modest revenues by selling or leasing our commercial units through one of our affiliates, ZEROREZ Franchising Systems, Inc., formerly known as H2O AquaCare Franchising Systems, Inc. (“ZEROREZ”). ZEROREZ has completed its Uniform Franchise Offering Circular and Franchise Agreement and is in the very early stages of offering carpet and floor care franchises to the public. As part of its initial required equipment package, each franchisee will be required to obtain a three year lease on one of the Company’s fluid generators for every five carpet cleaning trucks operated by the franchisee. Each of the generators to be used by a carpet cleaning franchisee has a price of approximately $25,000. It is anticipated that revenue from this line of business, which has been minimal to date, will begin to ramp up during the first quarter of 2 004.
The Company is also developing products to be used in the retail grocery industry. We have obtained studies and test results showing that Primacide A, a fluid generated by our machines, is effective in killing pathogens on fruits, vegetables and meats and in extending the shelf life of exposed fruits and vegetables. Extensive testing has already been performed using our electrolyzed fluids on fruits and vegetables to extend the life of these perishables by safely and effectively reducing the mold and fungus counts that decay and destroy fruits and vegetables.
In collaboration with a national company that services retail grocery outlets, the Company is developing a specialized model of its fluid generator to be used in the produce departments of retail grocery outlets. There are more than 148,000 retail grocery outlets in the United States that could potentially utilize our equipment.
We are continuing to work with a restoration company, AquaSafe Enviro Recovery, Inc. (AER) that has been granted an exclusive license for use of the fluid technology in the mold remediation industry. AER has documented actual on-site mold remediation jobs using Primacide A that have shown dramatic results in solving mold contaminations in homes and commercial buildings. Additional testing is underway. Provisional utility patents have been filed both in the carpet cleaning and mold remediation applications.
We are also continuing our early stage discussions to provide our products to various consumer product companies. Products such as a hand sanitizer, baby wipes, feminine hygiene wipes, mouth wash, baby changing station disinfectant, unique hydrating drinking water and several other products could potentially use the electrolyzed fluid generated by our equipment. These products using our electrolyzed fluid will be unique in providing both a non-toxic and antimicrobial process and results.
We also continue to perform testing in the poultry, beef packaging and oyster industries in conjunction with the University of Georgia, Athens. Further tests will soon be started at Colorado State University for a major beef processing company in the Mid-West, and at Louisiana State University for several major oyster processors. We have organized pilot test programs underway in processing plants in five industries; i.e. poultry processing, beef processing, mold remediation, oysters and fruit and vegetable processing. Revenues in these second tier industries are expected to begin in the first and second quarters of 2004.
On September 13, 2002, we received an FDA approval letter designating its fluids as generally regarded as safe (GRAS) for all foods and food contact surfaces and equipment. It further states that the approval applies to other products that are already approved for hypochlorous acid application, including beef, pork, eggs etc. This inclusion was granted under 21 CFR 173, 178, 182, 184, 198 and 40 CFR 180. The fluid was approved in December 2002 by the EPA and USDA as well as the National Organic Program.
The Company recently concluded cytotoxicity and ISO skin sensitivity and vaginal irritation tests on mucosal membrane at NAMSA, (National Administration of Medical Science Association) Irvine, California to support the Company’s claims for the fluids to be used as consumer safe products such as hand and body wipes, baby wipes, mouth wash and for skin treatment. The NAMSA tests show no toxicity for these products.
Results of Operations
The following discussion should be read in conjunction with selected financial data and the financial statements and notes to financial statements.
Selected Financial Information
Three months ended | Nine Months ended | |||
September 30, | September 30, |
2003 | 2002 | 2003 | 2002 | |||||
Revenue, net | $ | 0 | $ | 0 | $ | 200,000 | $ | 95,000 |
Gross profit (loss) | (13,522) | 0 | 123,017 | 59,582 | ||||
Operating loss | 358,353 | 87,001 | 497,363 | 293,806 | ||||
Other income (expense) | (19,628) | (20,790) | (53,267) | (168,686) | ||||
Net income (loss) | (377,981) | (107,791) | (550,630) | (462,492) |
September 30, 2003 | December 31, 2002 | |||
Balance Sheet Data: | ||||
Cash and Cash Equivalents | $ | 307,435 | $ | 29,432 |
Total Current Assets | 686,568 | 333,650 | ||
Total Assets | 730,905 | 341,928 | ||
Total Current Liabilities | 560,044 | 512,272 | ||
Long Term Debt | 136,187 | 140,100 | ||
Total stockholders’ equity (deficit) | 34,674 | (310,444) |
Discussion
The Company’s revenue remains fairly level, averaging approximately $50-100,000 per quarter. We have licensed our products to ZEROREZ Franchising Systems, Inc., formerly known as H2O AquaCare Franchising Systems, Inc. (“ZEROREZ”) in the carpet cleaning industry. ZEROREZ is a start-up franchisor that has just completed its Uniform Franchise Offering Circular and is now beginning to offer carpet and fabric cleaning franchises to the public. There are presently twelve ZEROREZ outlets in operation, all of which use our products. Since each ZEROREZ franchisee will be required to purchase or lease one of our fluid generators for each five carpet cleaning trucks it has in operation, the anticipated growth in ZEROREZ franchisees should translate directly into revenue growth for the Company. We expect that revenue from the sale/lease of our fluid generators to ZEROREZ franchi sees will begin to ramp up during the first quarter of 2004 with the completion of the Uniform Franchise Offering Circular and the commencement of an aggressive advertising program.
We are also in the very early stages of a relationship with a national company that provides fruit and vegetable spraying systems to retail grocery outlets. We are developing specialized products to service the retail grocery industry. The retail grocery industry is quite large, with over 148,000 retail grocery outlets in the United States. Management believes that the potential revenue from this industry could be significant. However, the Company has several hurdles to overcome before it can begin to realize such revenues, including the successful positioning of a fluid generator specifically designed to service this industry.
We have also recently formalized a licensing arrangement withAquaEnviro Recovery, LLC (“AER”), one of our affiliates that is involved in the mold remediation industry. We have done significant testing of our products to eliminate and prevent the growth of mold. The test results have confirmed that our products are very effective in eliminating existing mold and in treating confined areas to prevent the growth of mold in the future. The safety of our products from environmental and health standpoints makes them exceptionally well suited for use in mold remediation. AER is also a start-up company, and we anticipate that its growth over the next few years will significantly contribute to our revenues.
In addition, we expect revenues from the sale of disinfectant products to commence in early 2004. The disinfectant products are initially being targeted to businesses in the meat packaging industry that require chemicals to disinfect their meat products and processing facilities. We are continuing our development activities with respect to disinfectant products.
In response to perceived demand, during the third quarter of 2003 we began the process of developing a fluid generator with much greater production capability than any of our existing products. A higher capacity machine is necessary to service certain high volume industries such as meat processing plants. The cost of developing and testing a larger product is expected to be approximately $100,000. It is not anticipated that such a product will be available to be commercially produced and sold until the first or second quarter of 2004.
The Company sold two fluid generators in the third quarter of 2003, for a total sales price of $50,000. However, during the third quarter the Company was required to repossess two other generators that had been sold for a total of $50,000 in April 2002. The Company had not yet received payment for the two generators that were repossessed. The two repossessed generators were returned to inventory and the Company booked a $50,000 charge, which offset the $50,000 revenue recognized in the third quarter of 2003. As a start up company, the Company had no revenue in the third quarter of 2002 with which to compare revenue from the third quarter of 2003.
Increased product development expenses, travel expenses and the costs incurred in our on-going public sale of common stock, led to an increase in our operating expenses of 296% from the third quarter of 2002 to the third quarter of 2003, from $87,001 to $344,831.
Other expenses, which includes primarily interest expense, decreased from $20,790 for the three months ended September 30, 2002 to $19,628 for the same period in 2003. Our net loss for the third quarter of 2003 was $377,981, which represents a 251% increase from the $107,791 net loss for the third quarter of 2002.
Liquidity And Capital Resources
At September 30, 2003, we had cash and cash equivalents of $307,434, compared to $29,432 at December 31, 2002, an increase of 945%. Our accounts receivable from related parties increased 58% from December 31, 2002 to September 30, 2003, from $120,635 to $190,426, and our total assets increased 114%, from $341,928 to $730,905, in the nine months between December 31, 2002 and September 30, 2003. During that same period, our total current liabilities increased 9.3%, from $512,272 at December 31, 2002 to $560,044 at September 30, 2003.
In November 2003, we successfully completed our registered offering of 1,000,000 shares of our common stock for a total purchase price of $2,000,000. All 1,000,000 shares of common stock were sold as of November 7, 2003. As of September 30, 2003, investors had subscribed for a total of $510,450 shares at $2.00 per share, for total gross proceeds of $1,020,900.
Out of the gross proceeds from the offering of $1,020,900 through September 30, 2003, $125,152 was paid as costs related to the offering, resulting in net offering proceeds to the Company of $895,748. Proceeds from the registered offering should be sufficient to fund our continuing operations at their current level through the second quarter of 2004. Management recognizes that additional funding will be required to finance growth and to achieve our strategic objectives. Management is actively pursuing additional sources of funding. In addition, management is expecting an increase in cash flows through anticipated increases in revenue.
If we do not raise sufficient funds in the future, we may not be able to fund expansion, take advantage of future opportunities, meet our existing debt obligations or respond to competitive pressures or unanticipated requirements. Financing transactions in the future may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, inability to establish a public market for our common stock, or once we have a market for our common stock, a subsequent decline in the trading price of our common stock and the downturn in the U.S. stock and debt markets could make it more difficult for us to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requiremen ts that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock.
All forward-looking statements contained herein are deemed by the Company to be covered by and to qualify for the safe harbor protection provided by the Private Securities Litigation Reform Act of 1995. Prospective shareholders should understand that several factors govern whether any forward-looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward-looking statements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the Company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on actual experience and business development, the company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect the company’s results of operations. In light of the significant uncertainties inherent in the forward-looking statements included therein, the inclusion of any such statement should not be regarded as a representation by the Company or any other person that the objectives or plans of the company will be achieved.
Item 3. Controls and Procedures
Within the ninety (90) day period 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 principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to the Exchange Act Rule 13a-14. Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company’s periodic SEC filings. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance tha t any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
There have been no significant changes in the Company’s internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on September 24, 2003. The holders of 2,269,382 (70.7%) of the Company’s 3,209,440 outstanding shares as of the record date were present at the meeting in person or by proxy. The only matters submitted to a vote of shareholders were (i) the election of six (6) directors, and (ii) the ratification of the appointment of Child, Sullivan & Company as the Company’s independent public accountants for the year ending December 31, 2003. The shareholders elected the following individuals to serve on the Company’s Board of Directors until the next annual meeting of shareholders or until their successors are duly elected and qualified:
Name of Nominee | Votes For | Votes Withheld or Against | |
Gaylord M. Karren | 2,269,382 | 0 | |
John Hopkins | 2,269,382 | 0 | |
James K. Stone | 2,269,382 | 0 | |
Peter Whitfield | 2,269,382 | 0 | |
Gail V. Anderson, Jr. | 2,269,382 | 0 | |
William J. Warwick | 2,269,382 | 0 |
All 2,269,382 shares of the Company’s common stock present at the meeting in person or by proxy voted in favor of the proposal to ratify the appointment of Child, Sullivan & Company as the Company’s independent public accountants for the year ending December 31, 2003.
PART II – OTHER INFORMATION
Item 6.
Exhibits and Reports on Form 8-K
(a)
Exhibits.
a.1
302 Certification of Chief Executive Officer and Chief Financial Officer
32.1 906 Certification of Chief Executive Officer and Chief Financial Officer
(a)
Reports on Form 8-K.
A report on Form 8-K was filed on September 12, 2003 reporting that the Company had obtained regulatory approval from several government bodies to use the Company’s disinfecting products for foods, food contact surfaces and non-food surfaces, and that the Company was granted its first patent for using its disinfecting and cleaning products in the cleaning of carpet, soft fabric and hard surfaces.
A report on Form 8-K was filed on September 16, 2003 reporting that the Company had received favorable test results from NAMSA on its Primacide A disinfectant fluid.
A report on Form 8-K was filed on September 18, 2003 reporting that the Company had entered into an agreement with Zerorez Franchising Systems, Inc. to place its specialized water generators into Zerorez’ carpet cleaning system under an exclusive licensing arrangement, and reporting that the Company had entered into an agreement with Aquasafe Enviro Recovery, Inc. to allow the use of the Company’s products in the mold and sewer remediation industries.
A report on Form 8-K was filed on October 7, 2003 reporting that the Company’s shareholders had elected six members to the Company’s board of directors.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, on November 19, 2003.
ELECTRIC AQUAGENICS UNLIMITED, INC.
By: /s/ Gaylord M. Karren_____
Gaylord M. Karren
Chief Executive Officer
Principal Executive Officer and
Principal Financial Officer
