UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
ý QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2005
oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period from ___________ to _____________
Commission File Number:333-113383
CHILCO RIVER HOLDINGS INC.
(Exact name of registrant as specified on its charter)
| NEVADA | 98-0419129 |
| (State or other jurisdiction of | (IRS. Employer |
| incorporation or organization) | Identification No.) |
| 206 – 595 Howe Street | |
| Vancouver, B.C. Canada | V6C 2T5 |
| (Name and address of principal executive offices) | (Zip Code) |
(604) 681-2575
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant filed all documents and reports required to be field by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date:
3,032,000 shares issued and outstanding as of May 12, 2005.
1
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
2
Chilco River Holdings Inc.
(An Exploration Stage Company)
March 31, 2005
| Index | |
| Balance Sheets | F–1 |
| Statements of Operations | F–2 |
| Statements of Cash Flows | F–3 |
| Notes to the Financial Statements | F–4 |
Chilco River Holdings Inc.
(An Exploration Stage Company)
Balance Sheets
(Expressed in US dollars)
| March 31, | December 31, | |||
| 2005 | 2004 | |||
| $ | $ | |||
| (unaudited) | (audited) | |||
| ASSETS | ||||
| Current Assets | ||||
| Cash | 880 | 2,986 | ||
| Prepaid expenses | 87 | 87 | ||
| Total Assets | 967 | 3,073 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
| Current Liabilities | ||||
| Accounts payable | 11,142 | 8,264 | ||
| Accrued liabilities | 12,066 | 10,464 | ||
| Total Liabilities | 23,208 | 18,728 | ||
| Commitments and Contingencies (Notes 1 and 4) | ||||
| Stockholders’ Equity | ||||
| Common Stock, 100,000,000 shares authorized, $0.001 par value | ||||
| 3,032,000 shares issued and outstanding | 3,032 | 3,032 | ||
| Additional Paid in Capital | 48,018 | 48,018 | ||
| Donated Capital (Note 3) | 23,000 | 20,000 | ||
| Deficit Accumulated During the Exploration Stage | (96,291 | ) | (86,705 | ) |
| Total Stockholders’ Equity (Deficit) | (22,241 | ) | (15,655 | ) |
| Total Liabilities and Stockholders’ Equity (Deficit) | 967 | 3,073 |
F-1
(The accompanying notes are an integral part of the financial statements)
Chilco River Holdings Inc.
(An Exploration Stage Company)
Statements of Operations
(Expressed in US dollars)
(Unaudited)
| From | ||||||
| May 8, 2003 | For the Three | For the Three | ||||
| (Date of Inception) | Months ended | Months ended | ||||
| to March 31, | March 31, | March 31, | ||||
| 2005 | 2005 | 2004 | ||||
| $ | $ | $ | ||||
| Revenue | – | – | – | |||
| Expenses | ||||||
| Interest and bank charges | 432 | 64 | 167 | |||
| Licenses, dues and fees | 3,611 | 949 | 615 | |||
| Management fees (Note 3) | 11,500 | 1,500 | 1,500 | |||
| Mineral property costs | 15,174 | – | – | |||
| Office and general | 3,547 | 306 | 851 | |||
| Professional fees | 50,527 | 5,267 | 11,427 | |||
| Rent (Note 3) | 11,500 | 1,500 | 1,500 | |||
| 96,291 | 9,586 | 16,060 | ||||
| Net Loss For the Period | (96,291 | ) | (9,586 | ) | (16,060 | ) |
| Net Loss Per Share – Basic and Diluted | – | (0.01 | ) | |||
| Weighted Average Shares Outstanding | 3,032,000 | 3,032,000 |
F-2
(The accompanying notes are an integral part of the financial statements)
Chilco River Holdings Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in US dollars)
(Unaudited)
| For the Three | For the Three | |||
| Months Ended | Months ended | |||
| March 31, 2005 | March 31, 2004 | |||
| $ | $ | |||
| Cash Flows Provided By Operating Activities | ||||
| Net loss for the period | (9,586 | ) | (16,060 | ) |
| Adjustments to reconcile net loss to cash: | ||||
| Donated rent | 3,000 | 3,000 | ||
| Change in operating assets and liabilities: | ||||
| (Increase) in prepaid expenses | – | (87 | ) | |
| Increase (decrease) in accounts payable and accrued liabilities | 4,480 | (9,864 | ) | |
| Increase in due to related party | – | 100 | ||
| Net Cash Used By Operating Activities | (2,106 | ) | (22,911 | ) |
| Decrease in Cash | (2,106 | ) | (22,911 | ) |
| Cash - Beginning of Period | 2,986 | 37,266 | ||
| Cash - End of Period | 880 | 14,355 | ||
| Non-Cash Financing Activities | – | – | ||
| Supplemental Disclosures | ||||
| Interest paid | – | – | ||
| Income taxes paid | – | – |
F-3
(The accompanying notes are an integral part of the financial statements)
Chilco River Holdings Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
March 31, 2005
(unaudited)
| 1. | Exploration Stage Company |
| The Company was incorporated in the State of Nevada on May 8, 2003. The Company has acquired a 100% interest in 16 mineral claim units located in British Columbia, Canada. | |
| The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7. The Company’s principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable. | |
| These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and to determine the existence, discovery and successful exploitation of economically recoverable reserves in its resource properties, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at March 31, 2005, the Company has a working capital deficiency of $22,241, and has accumulated losses of $96,291 since inception. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. | |
| The Company filed an SB-2 Registration Statement with the United States Securities and Exchange Commission that was declared effective August 6, 2004 to register 1,032,000 shares of common stock for resale by existing shareholders of the Company. The Company did not receive any proceeds from the resale of shares of common stock by the selling stockholders. | |
| 2. | Summary of Significant Accounting Policies |
| a) | Basis of Presentation | |
| These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is December 31. | ||
| b) | Use of Estimates | |
| The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
| c) | Basic and Diluted Net Income (Loss) Per Share | |
The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. | ||
| d) | Comprehensive Loss | |
SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2005, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | ||
F-4
Chilco River Holdings Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
March 31, 2005
(unaudited)
| 2. | Summary of Significant Accounting Policies (continued) |
| e) | Cash and Cash Equivalents | |
| The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. | ||
| f) | Mineral Property Costs | |
| The Company has been in the exploration stage since its formation on May 8, 2003 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. | ||
| g) | Financial Instruments | |
| The fair values of cash, accounts payable and accrued liabilities approximate their carrying values due to the immediate or short-term maturity of these financial instruments. | ||
| h) | Income Taxes | |
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | ||
| i) | Foreign Currency Translation | |
| The Company’s functional and reporting currency is the United States dollar. Foreign currency transactions are occasionally undertaken in Canadian dollars and are translated into United States dollars using exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured at each balance sheet date at the exchange rate prevailing at the balance sheet date. Foreign currency exchange gains and losses are charged to operations. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. | ||
| j) | Recent Accounting Pronouncements | |
In December 2004, FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position. | ||
F-5
Chilco River Holdings Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
March 31, 2005
(unaudited)
| 2. | Summary of Significant Accounting Policies (continued) |
| j)�� | Recent Accounting Pronouncements (continued) | |
In December 2004, the FASB issued SFAS No. 123R, “Share Based Payment”. SFAS 123R is a revision of SFAS No. 123 “Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first interim or annual reporting period that begins after June 15, 2005. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. For non-public entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position. | ||
| k) | Interim Financial Statements | |
| These interim unaudited financial statements for the period ended March 31, 2005 have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. | ||
| 3. | Related Party Balances/Transactions |
| The President provides management services and office premises to the Company. The services are valued at $500 per month and the office premises are valued at $500 per month. During the three months ended March 31, 2005, donated services of $1,500 (2004 - $1,500) and donated rent expense of $1,500 (2004 - $1,500) were charged to operations. | |
| 4. | Mineral Properties |
| The Company entered into a Sale and Acquisition Agreement dated November 3, 2003 with Nicholson & Associates Natural Resource Development Inc. (“Nicholson”) to acquire a 100% interest in one unpatented mineral claim representing 16 units located in British Columbia, Canada. To acquire a 100% interest in these claims, the Company paid $12,500 representing $3,906 for research, $1,563 for claim staking, $3,125 for a geological report and $3,906 of assessment costs. The claims are subject to a 2.5% net smelter returns royalty and a 7.5% gross rock royalty. Advance royalty payments of $25,000 are due each year commencing November 3, 2006 until the commencement of commercial production. The total amount paid, $12,500, was charged to operations during the period ended December 31, 2003. | |
F-6
Item 2 Plan of Operations
The following discussion and analysis explains the major factors affecting our financial condition. We are a start-up, exploration-stage company and have not yet generated or realized any revenues from our business operations. We must raise cash in order to implement our plan and stay in business.
Our continued existence and plans for future growth depend on our ability to obtain the capital necessary to operate by issuance of additional equity shares. We have carried out our initial exploration program. Subsequent to the three-month period ending March 31, 2005, as at the date of this Report we are in the process of completing a private placement of our common shares to raise the sum of Cdn$100,000. These monies will be used to pay outstanding accounts payable and carry out the two-phase work program on the PEG Claim. See “Conclusions” and “Recommended Program” below for details. Upon completion of the recommended program, we will require additional financing in order to meet all of our future operating expenses and for any new exploratory expenses. It is anticipated that we will raise the required monies through further private or public offerings.
Recent Developments
In the final quarter of 2004, we completed the initial work program of $2,674 on our PEG Claim. We have now received the geological report with the results of this work program and further exploration has been recommended on the property. See “Conclusions” and “Recommended Program” below for details.
Plan of Operations
Our plan of operations is to conduct mineral exploration activities on the PEG Claim in order to assess whether it possesses commercially exploitable mineral deposits. Our exploration program is designed to explore for commercially viable deposits of nickel, copper, palladium, platinum, cobalt, chromium, gold and silver. We have not, nor has any predecessor, identified any commercially exploitable reserves of these minerals on the PEG Claim. We are an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on the PEG Claim.
At this time we are uncertain of the number of mineral exploration phases we will conduct before concluding that there are, or are not, commercially viable minerals on the PEG Claim. Further phases beyond the initial exploration program and the two-phase program set out below will be dependent upon a number of factors such as our consulting geologist’s recommendations based upon ongoing exploration program results and our available funds.
Since we are in the exploration stage of our business plan, we have not yet earned any revenues from our planned operations. As of March 31, 2005 we have incurred a total of $12,500 in acquisition and exploration costs for the property. In the last quarter of 2004, we completed the initial work program of $2,674 on our PEG Claim. The results of this work are as follows:
Conclusions
A quartz vein filled shear with values of gold and silver had been previously identified on the property and other potential parallel veins had been indicated but were untested. The 2004 program sampled all three shear hosted vein structures at the ridge top and only the middle system, as per earlier results, yielded anomalous gold, silver, zinc and arsenic. Given that better results were obtained midway on the system, it is possible that a mesothermal vein system may be present and sampling lower down, near the valley bottom, is warranted to see if the grade continues to increase.
Recommended Program
A one-day rock sampling and mapping program is recommended at the base of the shear to determine if grade increases. This will be relatively easy as a new logging road cuts across this.
Budget
The budget to execute the proposed program is estimated to cost $2,905 (Cdn$3,500) as described below:
3
| US$ | Cdn$ | |||
| 1 | Senior geologist | 2 days @ $415 (Cdn$500)/day | 830 | 1,000 |
| 2 | One geotechnician | 2 days @ $208 (Cdn$250)/day | 416 | 500 |
| 3 | Equipment rental | 4 wheel drive vehicle 2 days @ $71 (Cdn$85)/day | 142 | 170 |
| 4 | Assays | 30 @ $17 (Cdn$20) each | 510 | 600 |
| 5 | Food, fuel and supplies | 332 | 400 | |
| 6 | Report | 830 | 1,000 | |
| Total: | 3,060 | 3,670 | ||
Upon receipt of favorable results, follow-up geological investigations, including a ground geophysical survey, will be required to extend the strike length.
| US$ | Cdn$ | |
| 1 . VLF-EM Survey | 8,300 | 10000 |
| 2 . Detailed geological investigations | 4,150 | 5,000 |
| Total: | 12,450 | 15,000 |
As at the date of this Report, we are in the process of raising, by way of private placement, a total of Cdn$100,000. These monies will be used to pay outstanding accounts payable and carry out the Phase I program recommended above on the PEG claim and, if warranted, the Phase II program.
Depending on the results obtained as a result of Phases I and II of the recommended program, it is unlikely that we will have enough money to carry out additional programs on the PEG claim in the event that further exploration is needed. Such additional funding would be raised by way of further private or pubic offerings.
Results of Operations – Three Months Ended March 31, 2005
We did not earn any revenues during the three months ended March 31, 2005. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral property. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our property, or if such resources are discovered, that we will enter into commercial production.
We incurred operating expenses in the amount of $9,586 for the three months ended March 31, 2005, the majority of which expenses were professional fees of $5,267 incurred in connection with the preparation of our year-end audit and the required regulatory filings related thereto.
We incurred a loss in the amount of $9,586 for the three months ended March 31, 2005.
The President of the Company provides management services and office premises to the company. The services are valued at $500 per month and the office premises are valued at $500 per month. During the three month period ended March 31, 2005 donated services of $1,500 and donated rent expenses of $1,500 were charged to operations.
Liquidity and Capital Resources
There is limited financial information about our company upon which to base an evaluation of our performance. We are an exploration stage company and have not generated any revenues from operations.
Our continued existence and plans for future growth depend on our ability to obtain the capital necessary to operate by the sale of equity shares. We will need to raise additional capital to fund normal operating costs and exploration efforts. If we are not able to generate sufficient revenues and cash flows or obtain additional or alternative funding, we will be unable to continue as a going concern. Our recurring losses and negative cash flow from operations raise substantial doubt about our ability to continue as a going concern.
4
As at March 31, 2005 we had cash of $880 and a working capital deficit of $22,241.
We have not declared or paid dividends on our shares since incorporation and do not anticipate doing so in the foreseeable future.
New Accounting Pronouncements
In December 2003, the United States Securities and Exchange Commission issued Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”), which supersedes SAB 101, “Revenue Recognition in Financial Statements”. The primary purpose of SAB 104 is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, which was superseded as a result of the issuance of EITF 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables”. While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. The adoption of SAB 104 did not have a material impact on the Company’s financial statements.
Forward-Looking Statements
Our plan of operations includes a number of forward looking statements that reflect management’s current views with respect to future events and financial performance. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.
Readers are urged to carefully review and consider the various disclosures made by us in this Report and in our other filings with the Securities and Exchange Commission. Important factors currently known to management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or review forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that management’s assumptions are based upon reasonable data derived from and known about our business and operations and the business and operations of the Company. No assurances are made that actual results of operations or the results of our future activities will not differ materially from its assumptions.
Item 3. Controls and Procedures
Based on their most recent review, which was completed within 90 days prior to the filing of this Report, the Company’s president and secretary-treasurer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including its president and secretary-treasurer, as appropriate to allow timely decisions regarding required disclosure and are effective to ensure that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. There are no significant changes in the Company’s internal controls or in other factors that could significantly affect those controls subsequent to the date of their evaluation.
PART II – OTHER INFORMATION
Items 1 to 5. Not applicable.
Item 6. Exhibits and Reports on Form 8-K
5
| (b) | Reports on Form 8-K. |
| None |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on May 12, 2005.
| CHILCO RIVER HOLDINGS INC. |
| By /s/ Robert Krause | |
| Robert Krause | |
| President |
| By:/s/ Gavin Roy | |
| Gavin Roy | |
| Secretary-Treasurer |
6
