UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934
For the quarterly period ended March 31, 2007
£ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________ to __________
Commission file number: 333-130599
Southridge Technology Group, Inc.
(Name of Small Business Issuer in Its Charter)
Delaware |
| 10-0002110 |
(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
9446 Dunloggin Road Ellicott City, Maryland |
| 21042 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Issuer’s Telephone Number: (443) 742-2134
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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. YesS No £
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes£ No S
As of May 14, 2007, there were 10,545,000 shares of the issuer’s common equity outstanding.
Transitional Small Business Disclosure Format (Check one): Yes £ No S
Table of Contents
|
| Page |
Part I | FINANCIAL INFORMATION |
|
Item 1. | Financial Statements (Unaudited) |
|
| Balance Sheet as of March 31, 2007 | 2 |
| Statements of Operations for the Six Months Ended March 31, 2007 and 2006 | 3 |
| Statements of Operations for the Three Months Ended March 31, 2007 and 2006 | 3 |
| Statements of Cash Flows for the Six Months Ended March 31, 2007 and 2006 | 4 |
| Notes to the Financial Statements | 5 |
Item 2. | Management’s Discussion and Analysis or Plan of Operation | 6 |
Item 3. | Controls and Procedures | 11 |
Part II | OTHER INFORMATION |
|
Item 1. | Legal Proceedings | 12 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
Item 3. | Defaults Upon Senior Securities | 12 |
Item 4. | Submission of Matters to a Vote of Security Holders | 12 |
Item 5. | Other Information | 12 |
Item 6. | Exhibits | 12 |
1
PART I
FINANCIAL INFORMATION
Item 1.
Financial Statements.
SOUTHRIDGE TECHNOLOGY GROUP, INC.
Balance Sheet
March 31, 2007
(Unaudited)
ASSETS |
|
|
|
|
|
Current Assets: |
|
|
Cash | $ | 1,561 |
Accounts receivable, – net |
| 348,767 |
Inventories |
| 9,696 |
Other |
| 657 |
Total Current Assets |
| 360,681 |
Equipment, – net |
| 25,245 |
TOTAL ASSETS | $ | 385,926 |
|
|
|
Current Liabilities: |
|
|
Accounts payable | $ | 31,338 |
Accrued expenses and other liabilities |
| 52,580 |
Total Current Liabilities |
| 83,918 |
Stockholders’ Equity: |
|
|
Preferred stock at $0.001 par value; 1,000,000 shares authorized, no shares issued and outstanding |
| - |
Common stock at $0.001 par value; 98,000,000 shares authorized; 10,560,000 shares issued and outstanding |
| 10,560 |
Retained earnings |
| 291,448 |
Total Stockholders’ Equity |
| 302,008 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 385,926 |
|
|
|
See accompanying notes to the financial statements.
2
SOUTHRIDGE TECHNOLOGY GROUP, INC.
Statements of Operations
(Unaudited)
|
| For the three months ended March 31, |
| For the six months ended March 31, | ||||
|
| 2007 |
| 2006 |
| 2007 |
| 2006 |
|
|
|
|
|
|
|
|
|
Revenue | $ | 299,833 | $ | 237,175 | $ | 619,460 | $ | 448,606 |
Cost of revenues |
| 153,973 |
| 132,681 |
| 323,604 |
| 255,932 |
|
|
|
|
|
|
|
|
|
Gross profit |
| 145,860 |
| 104,494 |
| 295,856 |
| 192,674 |
|
|
|
|
|
|
|
|
|
Operating Expenses |
| 87,827 |
| 134,290 |
| 162,229 |
| 164,695 |
Income (loss) before taxes |
| 58,033 |
| (29,796) |
| 133,627 |
| 27,979 |
Income tax expense (benefit) |
| (6,138) |
| (10,277) |
| 20,312 |
| 9,793 |
|
|
|
|
|
|
|
|
|
Net income (loss) | $ | 64,171 | $ | (19,519) | $ | 113,315 | $ | 18,186 |
|
|
|
|
|
|
|
|
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Income (loss) per common share – basic and diluted | $ | 0.00 | $ | 0.00 | $ | 0.01 | $ | 0.00 |
Weighted average number of common shares outstanding – basic and diluted |
| 10,560,000 |
| 10,560,000 |
| 10,560,000 |
| 10,420,000 |
|
|
|
|
|
|
|
|
|
See accompanying notes to the financial statements.
3
SOUTHRIDGE TECHNOLOGY GROUP, INC.
Statements of Cash Flows
For the Six Months Ended March 31, 2007 and 2006
(Unaudited)
|
| 2007 |
| 2006 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
Net income | $ | 113,315 | $ | 18,186 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
|
|
| |
Depreciation expense |
| 10,446 |
| 3,479 |
Bad debt expense |
| 13,597 |
| 9,378 |
Change in net operating assets |
| (199,214) |
| (15,897) |
Net Cash Provided by (Used in) Operating Activities |
| (61,856) |
| 15,146 |
|
|
|
|
|
CASH FLOW FROM FINANCING ACTIVITIES |
|
|
|
|
Sales of shares of common stock |
| - |
| 560 |
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH |
| (61,856) |
| 15,706 |
|
|
|
|
|
CASH AT BEGINNING OF PERIOD |
| 63,417 |
| 2,933 |
CASH AT END OF PERIOD | $ | 1,561 | $ | 18,639 |
|
|
|
|
|
See accompanying notes to the financial statements.
4
SOUTHRIDGE TECHNOLOGY GROUP, INC.
Notes to the Financial Statements
March 31, 2007
(Unaudited)
NOTE 1.
ORGANIZATION
Southridge Technology Group, LLC (LLC) was organized in November 2001 under the laws of the State of Delaware. On August 24, 2005, LLC was converted into a corporation and changed its name to Southridge Technology Group, Inc. (“Company” or “STG”) The Company provides customized computing and communications services and solutions for small to medium-sized businesses.
NOTE 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Item 310 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended March 31, 2007 are not necessarily indicative of the results that may be expected for the year ending September 30, 2007. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KSB for the year ended September 30, 2006.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
NOTE 3.
SIGNIFICANT CUSTOMERS AND RELATED PARTY TRANSACTIONS
During the six months ended March 31, 2007, services to seven clients affiliated or controlled by the Company’s principal shareholder comprised 24.55% of its total revenue. One of these clients individually comprised 13.13% of the Company’s total revenue. These clients received certain discounts equivalent to what the Company would offer to other major, unrelated clients.
During the six months ended March 31, 2006, services to four clients affiliated or controlled by the Company’s principal shareholder comprised 28.06% of its total revenue. Two of these clients individually comprised 13.99 % and 11.15 %, respectively, of total revenue. These clients received certain discounts equivalent to what the Company would offer to other major, unrelated clients.
NOTE 4.
SUBSEQUENT EVENT
On April 3, 2007 the Company repurchased 15,000 shares of its common stock at par value.
5
Item 2. Management’s Discussion and Analysis or Plan of Operation
Operations
We provide services to customers. A substantial amount of our costs, including salaries and rent, are relatively fixed in the short term. We provide a wide range of computing and communications services to our clients within a single line of business of providing computer services to clients. Specifically, we:
·
Configure computer networks to provide security without sacrificing employee productivity.
·
Maintain client computers, servers and systems to operate at optimal efficiency.
·
Install or provide reliable backup systems.
·
Protect client systems against malware, including intruders, damaging bugs, spyware and unauthorized users.
·
Provide remote and home office connectivity.
Our clients/customers tend to be small businesses or professional firms having fewer than 150 desktops. Many have four or five computers. These customers generally do not have in-house information technology or computer departments. We provide the assistance that they need in maintaining their computer systems and networks. Most engagements consist of providing a combination of services.
Our results vary significantly from period to period based on (1) receiving more billable hours and (2) undertaking an engagement involving the purchase of computer equipment or software. Engagements involving purely billable hours generally relate to optimizing and upgrading existing systems. These engagements generally involve defragmenting computers, downloading critical software, virus protection and operating system updates, following up on error messages, checking on firewall settings and maintaining servers. Engagements involving the purchase of equipment or software are those in which a customer engages us to assist in installing, upgrading or replacing a computer system. In some cases, the customer requests that we acquire the hardware/software on its behalf. In other cases, the customer engages us to install hardware and software that it purchased separately. In general, we realize lower profit percentages on engagements involving us purchasing hardware or software than on pure service engagements.
Most of our engagements are expected to come as a result of referrals from business contacts of our president, and our director, and our business development efforts. Those efforts consist principally of attending and participating in business civic and professional group meetings where we meet small business owners and professionals. We offer to provide a free two hour assessment of computer and information systems to prospective customers. During the six months ended March 31, 2007 and 2006, customers affiliated with our principal shareholder comprised 24.55% and 28.06%, respectively, of our total revenues. These customers, like substantially all of our other customers, have no commitment or obligation to continue doing business with us. Most customers engage us on a project-by-project or monthly retainer basis. We rarely have long-term engagement agreements. We cannot predict what our level of activity will be over the next 12 months because we do not know how many client engagements that we will obtain.
If we have to purchase equipment or software, we do so from major vendors, such as Dell. We never provide any product or software warranties. The client receives the warranty provided by the manufacturer. We do not use any vendors that are affiliated parties.
6
Six Months Ended March 31, 2007 compared to the Six Months Ended March 31, 2006
Operations consisted of the following:
|
| 2007 |
| 2006 |
Revenue | $ | 619,460 | $ | 448,606 |
Cost of Sales |
| 323,604 |
| 255,932 |
Gross Profit |
| 295,856 |
| 192,674 |
Cost of Expenses: |
|
|
|
|
Operating expenses |
| 162,229 |
| 164,695 |
Pretax Income | $ | 133,627 | $ | 27,979 |
During the 2007 period, we received more engagements that were negotiated at greater profitability. During the six months ended March 31, 2007, services to seven clients affiliated or controlled by our principal shareholder comprised 24.55% of total revenue. One of these clients individually comprised 13.13% of our total revenue. These clients received certain discounts equivalent to what we would offer to other major, unrelated clients.
During the six months ended March 31, 2006, services to four clients affiliated or controlled by our principal shareholder comprised 28.06% of our total revenue. Two of these clients individually comprised 13.99% and 11.15%, respectively, of total revenue. These clients received certain discounts equivalent to what we would offer to other major, unrelated clients.
Overall sales of hardware/software comprised approximately 22% of sales in the six months ended March 31, 2007 compared to more than 30% in prior periods. Service revenues are generally more profitable than product revenues. This resulted in a higher gross margin than in prior periods. In addition, we are marketing more services that, if successful, will result in higher margins. The principal such services are hosting and managing client email accounts, including protection against viruses and spam. These services are provided at a cost of $7.50 per mail box per month with an option of virus/spam protection for an additional $2.50 per mail box per month. We are also offering a data file backup service for $10 per month for up to one gigabyte of data. Both of these services are equipment driven and involve very little manpower. As such, they offer potentially high margins.
Three Months Ended March 31, 2007 compared to the Three Months Ended March 31, 2006
Operations consisted of the following:
|
| 2007 |
| 2006 |
Revenue | $ | 299,833 | $ | 237,175 |
Cost of Sales |
| 153,973 |
| 132,681 |
Gross Profit |
| 145,860 |
| 104,494 |
Cost of Expenses: |
|
|
|
|
Operating expenses |
| 87,827 |
| 134,290 |
Pretax Income (Loss) | $ | 58,033 | $ | (29,796) |
During the 2007 period, we received more engagements that were negotiated at greater profitability. During the three months ended March 31, 2007, services to seven clients affiliated or controlled by our principal shareholder comprised 24.55% of total revenue. One of these clients individually comprised 13.13% of our total revenue. These clients received certain discounts equivalent to what we would offer to other major, unrelated clients.
7
During the three months ended March 31, 2006, services to four clients affiliated or controlled by our principal shareholder comprised % of our total revenue. Two of these clients individually comprised % and %, respectively, of total revenue. These clients received certain discounts equivalent to what we would offer to other major, unrelated clients.
Overall sales of hardware/software comprised approximately 25% of sales in the three months ended March 31, 2007 compared to more than 30% in prior periods. Service revenues are generally more profitable than product revenues. This resulted in a higher gross margin than in prior periods. In addition, we are marketing more services that, if successful, will result in higher margins. The principal such services are hosting and managing client email accounts, including protection against viruses and spam. These services are provided at a cost of $7.50 per mail box per month with an option of virus/spam protection for an additional $2.50 per mail box per month. We are also offering a data file backup service for $10 per month for up to one gigabyte of data. Both of these services are equipment driven and involve very little manpower. As such, they offer potentially high margins.
Liquidity
STG does not have any credit facilities or other commitments for debt or equity financing. No assurances can be given that advances when or if needed will be available. We do not believe that we need funding to continue our operations at their current levels because we do not have a capital intensive business plan and because of the commitment of our principal shareholder, Sunodia, to provide loans in certain circumstances. We believe that this commitment combined with our normal business operations will permit us to meet our obligations over the next twelve months. We have generated and are currently generating sufficient cash from operations to meet our operating needs. Unless revenue decreases unexpectedly, we believe that our operations will continue to generate sufficient cash flow to support our current level of operations. We have no objective way of predicting the likelihood of our revenues decreasing unexpectedly during the next 12 months. We are considering seeking a bank credit facility.
Private equity capital, if sought, will be from business associates of our founder or private investors referred to us by those business associates. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf. If a market for our shares ever develops, of which there can be no assurances, we may use shares to compensate employees, consultants and independent contractors wherever possible.
If revenues generated over the next 12 months approximate those received over the past 12 months, of which there are no assurances, we believe that the cash generated would be sufficient to continue operations for the next 12 months. However, many of our engagements are short-term and not recurring. At this time, as is typical in our business, we do not have sufficient known and committed engagements or agreements that would generate sufficient funds to cover all of our obligations and costs.
The principal factor impacting our cash flow is the number of engagements that we obtain and the billable hours associated with those engagements. Since many of our costs are relatively fixed in the short-term, our profitability increases rapidly upon reaching the breakeven point. Our business development efforts are performed consistently throughout each year. However, we cannot predict the number or timing of engagements that will be obtained as a result of those efforts. If the number of engagements and billable hours decreases, we may be forced to reduce the number of our employees.
We have no off balance sheet arrangements, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company, that will increase our operating costs or cash requirements in the future.
8
We hope to be able to use our status as a public company to increase our ability to use noncash means of settling obligations and compensate independent contractors, although there can be no assurances that we will be successful in any of those efforts. Issuing shares of our common stock to contractors who work on our engagements instead of paying cash to those contractors would enable us to perform more and larger engagements and use the cash obtained from those engagements to operate and expand our business. Having shares of our common stock may also give independent contractors a greater feeling of identity with us which may result in more referred engagements. Conversely, issuance of shares would necessarily dilute the percentage of ownership interest of our stockholders.
New Accounting Pronouncements
In June 2003, the Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Commencing with our annual report for the year ended September 30, 2008, we will be required to include a report of management on our internal control over financial reporting. The internal control report must include a statement
·
of management’s responsibility for establishing and maintaining adequate internal control over our financial reporting;
·
of management’s assessment of the effectiveness of our internal control over financial reporting as of year end;
·
of the framework used by management to evaluate the effectiveness of our internal control over financial reporting; and
·
that our independent accounting firm has issued an attestation report on management’s assessment of our internal control over financial reporting, which report is also required to be filed.
In February 2006, FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments. SFAS No. 155 amends SFAS No 133, Accounting for Derivative Instruments and Hedging Activities, and SFAF No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS No. 155, permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohib ition on the qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for all financial instruments acquired or issued after the beginning of the Company’s first fiscal year that begins after June 30, 2006.
In March 2006, the FASB issued SFAS No. 156,Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140(“SFAS No. 156”), that provides guidance on accounting for separately recognized servicing assets and servicing liabilities. In accordance with the provisions of SFAS No. 156, separately recognized servicing assets and servicing liabilities must be initially measured at fair value, if practicable. Subsequent to initial recognition, the Company may use either the amortization method or the fair value measurement method to account for servicing assets and servicing liabilities within the scope of this Statement. The Company will adopt SFAS No. 156 in fiscal year 2007. The adoption of this Statement is not expected to have a material effect on the Company’s financial condition and results of operations.
In April 2006, the FASB issued FSP FIN 46R-6,Determining the Variability to Be Considered in Applying FASB Interpretation No. 46Rwhich requires the variability of an entity to be analyzed based on the design of the entity. The nature and risks in the entity, as well as the purpose for the entity’s creation are examined to determine the variability in applying FIN 46R,Consolidation of Variable Interest Entities(“FIN 46R”). The variability is used in applying FIN 46R to determine whether an entity is a variable interest entity, which interests are variable interests in the entity, and who is the primary beneficiary of the variable interest entity. This statement is effective for all reporting periods beginning after June 15, 2006. Management does not expect this statement to have a significant impact on the Company’s financial condition and results of operations.
9
In July 2006, the FASB issued FASB Interpretation Number 48,Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109(“FIN 48”). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. The Company must determine whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured to determine the amount of benefit to recognize in the financial statements. FIN 48 applies to all tax positions related to income taxes subject to FASB Statement No. 109,Accounting for Income Taxes.The interpretation clearly scopes out income tax positi ons related to FASB Statement No. 5,Accounting for Contingencies.The Company will adopt the provisions of this statement on July 1, 2007. The cumulative the opening balance of retained earnings on July 1, 2007. The Company does not anticipate that the adoption of this statement will have a material effect on the Company’s financial condition and results of operations.
On September 15, 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 is effective as of the beginning of the first fiscal year beginning after November 15, 2007. The Company does not anticipate that the adoption of this statement will have a material effect on the Company’s financial condition and results of operations.
In September 2006, FASB issued SFAS No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No 87, 88, 106 and 132(R) (SFAS 158) . SFAS 158 requires the recognition of the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in the statement of financial position and the recognition of changes in that funded status in the year in which the changes occur through comprehensive income. SFAS 158 also requires the measurement of the funded status of a plan as of the date of the year-end statement of financial position. The Company does not anticipate that the adoption of this statement will have a material effect on the Company’s financial condition and results of operations.
On February 15, 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities: Including an amendment of FASB Statement No. 115 (SFAS 159). SFAS 159 permits all entities to elect to measure many financial instruments and certain other items at fair value with changes in fair value reported in earnings. SFAS 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007, with earlier adoption permitted. The Company does not anticipate that the adoption of this statement will have a material effect on the Company’s financial condition and results of operations.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
10
Critical Accounting Policies
The preparation of financial statements and related notes in conformity with accounting principles generally accepted in the United States of America requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, inventories, income taxes, restructuring and impairments and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.
Seasonality
To date, we have not noted seasonality as a major impact on our business.
Item 3. Controls and Procedures.
We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosur e controls and procedures are effective, as of the end of the period covered by this Report (March 31, 2007), in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission (“SEC”) rules and forms. There were no changes in our internal control over financial reporting during the three month period ended March 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
11
PART II
OTHER INFORMATION
Item 1.
Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6.
Exhibits
_________________
*
Filed herewith.
12
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.
|
| |
Dated: May 14, 2007 | By: | /s/ Andrew Uribe |
|
| Andrew Uribe President (Principal Executive Officer) |
|
| |
Dated: May 14, 2007 | By: | /s/ Andrew Uribe |
|
| Andrew Uribe Treasurer (Principal Financial Officer and Principal Accounting Officer) |
13
EXHIBIT INDEX
Exhibit Number |
| Description |
|
|
|
31.1* |
| Section 302 Certification of Principal Executive Officer |
31.2* |
| Section 302 Certification of Principal Financial Officer |
32.1* |
| Section 906 Certification of Principal Executive Officer |
32.2* |
| Section 906 Certification of Principal Financial Officer |
_________________
*
Filed herewith.
