SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 10-Q
____________________
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from ____________ to____________
Commission File No. 000-53390
MCT HOLDING CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada | 20-2543857 |
(State or Other Jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) |
|
3884 East North Little Cottonwood Rd.
Salt Lake City, Utah 84092
(Address of Principal Executive Offices)
(801) 580-4555
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 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 [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “non-accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ X]
1
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities and Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: May 12, 2009 - 640,200 shares of common stock.
PART I
Item 1. Financial Statements
The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.
MCT HOLDING CORPORATION
UNAUDITED CONDENSED
FINANCIAL STATEMENTS
MARCH 31, 2009
2
MCT HOLDING CORPORATION
CONTENTS
PAGE
—
Unaudited Condensed Balance Sheets,
March 31, 2009 and December 31, 2008
4
—
Unaudited Condensed Statements of Operations,
for the three months ended March 31, 2009
and 2008
5
—
Unaudited Condensed Statements of Cash Flows,
for the three months ended March 31, 2009
and 2008
6
—
Notes to Unaudited Condensed Financial Statements 7 - 10
3
MCT HOLDING CORPORATION
Unaudited Condensed Balance Sheets
| March 31, 2009 |
| December 31, 2008 | ||
CURRENT ASSETS: |
|
|
|
|
|
Cash | $ | 2,348 |
| $ | 2,061 |
Interest Receivable |
| - |
|
| 2 |
Federal Tax Receivable |
| 25 |
|
| 25 |
Prepaid Taxes |
| 435 |
|
| 435 |
Total Current Assets |
| 2,808 |
|
| 2,523 |
|
|
|
|
|
|
PROPERTY AND EQUIPMENT,net of accumulated depreciation of $130,081 and $125,179, respectively |
| 20,151 |
|
| 25,053 |
|
|
|
|
|
|
OTHER ASSETS: |
|
|
|
|
|
Goodwill |
| 53,710 |
|
| 53,710 |
Rent Deposit |
| 1,000 |
|
| 1,000 |
Total Other Assets |
| 54,710 |
|
| 54,710 |
Total Assets | $ | 77,669 |
| $ | 82,286 |
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) | |||||
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
Accounts payable | $ | 50,556 |
|
| 36,194 |
Accrued expenses |
| 1,584 |
|
| 1,407 |
Interest payable - related party |
| 84,442 |
|
| 80,378 |
Notes payable - - related party |
| 240,309 |
|
| 224,130 |
Total Current Liabilities |
| 376,891 |
|
| 342,109 |
|
|
|
|
|
|
STOCKHOLDERS’ (DEFICIT): |
|
|
|
|
|
Preferred stock, $.001 par value 10,000,000 shares authorized, no shares issued and outstanding |
| - |
|
| - |
Common Stock, $.001 par value, 100,000,000 shares authorized, 640,200 shares issued and outstanding |
| 641 |
|
| 641 |
Capital in excess of par value |
| (21,122) |
|
| (21,122) |
Retained Deficit |
| (278,741) |
|
| (239,342) |
Total Stockholders’ (Deficit) |
| (299,222) |
|
| (259,823) |
Total Liabilities and Stockholders’ (Deficit) | $ | 77,669 |
| $ | 82,286 |
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
MCT HOLDING CORPORATION
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
| For the Three Months Ended March 31, | |||
| 2009 | 2008 | ||
REVENUE | $ | 16,970 | $ | 20,942 |
|
|
|
|
|
EXPENSES: |
|
|
|
|
General and administrative |
| 47,404 |
| 31,299 |
Depreciation expense |
| 4,902 |
| 4,917 |
|
|
|
|
|
Total Expenses |
| 52,306 |
| 36,216 |
|
|
|
|
|
INCOME (LOSS) FROM OPERATIONS |
| (35,336) |
| (15,274) |
|
|
|
|
|
OTHER INCOME (EXPENSE): |
|
|
|
|
Interest income |
| 1 |
| 9 |
Interest Expense |
| (4,064) |
| (3,232) |
|
|
|
|
|
Total Other Income (Expense) |
| (4,063) |
| (3,223) |
|
|
|
|
|
LOSS BEFORE INCOME TAXES |
| (39,399) |
| (18,497) |
|
|
|
|
|
CURRENT TAX EXPENSE |
| - |
| - |
|
|
|
|
|
DEFERRED TAX EXPENSE |
| - |
| - |
|
|
|
|
|
NET INCOME (LOSS) | $ | (39,399) | $ | (18,497) |
|
|
|
|
|
NET (LOSS) PER COMMON SHARE | $ | (0.06) | $ | (0.03) |
The accompanying notes are an integral part of these unaudited condensed financial statements.
5
MCT HOLDING CORPORATION
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
| For the Three Months Ended March 31, | |||
| 2009 | 2008 | ||
Cash Flows From Operating Activities: |
|
|
|
|
Net loss | $ | (39,399) | $ | (18,497) |
Adjustments to reconcile net loss to net cash Used by operating activities: |
|
|
|
|
Depreciation and amortization |
| 4,902 |
| 4,917 |
Changes in assets and liabilities: |
|
|
|
|
(Increase) Decrease in Federal Tax Receivable |
| - |
| (6) |
(Increase) Decrease in interest receivable |
| 2 |
| 21 |
(Increase) Decrease employee advances |
| - |
| (367) |
Increase (Decrease) in accounts payable |
| 14,362 |
| 2,169 |
Increase (Decrease) in accrued interest |
| 4,064 |
| 3,231 |
Increase (Decrease) in accrued payroll |
| 214 |
| 247 |
Increase (Decrease) in sales tax payable |
| (32) |
| 90 |
Increase (Decrease) payroll taxes payable |
| (5) |
| 79 |
Net Cash Provided (Used) by Operating Activities |
| (15,892) |
| (8,116) |
|
|
|
|
|
Cash Flows From Investing Activities: |
|
|
|
|
Payments to purchase property and equipment |
| - |
| (128) |
|
|
|
|
|
Net Cash Provided (Used) by Investing Activities |
| - |
| (128) |
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
Payments on bank overdraft |
| - |
| (640) |
Proceeds from related party notes payable |
| 16,179 |
| 8,953 |
Net Cash Provided (Used) by Financing Activities |
| 16,179 |
| 8,313 |
|
|
|
|
|
Net Increase (Decrease) in Cash |
| 287 |
| 69 |
|
|
|
|
|
Cash at Beginning of Period |
| 2,061 |
| - |
Cash at End of Period | $ | 2,348 | $ | 69 |
|
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Supplemental Disclosures of Cash Flow Information: |
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Cash paid during the period for: |
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|
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|
Interest | $ | - | $ | - |
Income taxes | $ | - | $ | - |
Supplemental Schedule of Non-cash Investing and Financing Activities:
For the three months ended March 31, 2009:
None
For the three months ended March 31, 2008:
None
The accompanying notes are an integral part of these unaudited condensed financial statements.
6
MCT HOLDING CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - MCT Holding Corporation (“the Company”) was organized under the laws of the State of Nevada on November 10, 2004.
Two Suns L.L.C., (“Two Suns”) a Utah Limited Liability Company was organized on July 15, 2002. Two Suns operates a tanning salon in Salt Lake City, Utah.
On November 10, 2004, the Company entered into a merger transaction with Two Suns pursuant to a Plan of Merger signed November 8, 2004. The Company issued 600,000 shares of common stock for 100% of the members’ equity of Two Suns. Prior to the transaction, the Company had no operations. The merger with Two Suns has been accounted for as a recapitalization of the Company. The financial statements reflect the operations of Two Suns from July 15, 2002.
The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.
Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2009 and 2008 and for the three month periods then ended have been made.
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. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements. The results of operations for the periods ended March 31, 2009 and 2008 are not necessarily indicative of the operating results for the full year.
Advertising Costs -Advertising costs, except for costs associated with direct-response advertising, are charged to operations when incurred. The costs of direct-response advertising are capitalized and amortized over the period during which future benefits are expected to be received. During the three months ended March 31, 2009 and 2008, respectively, advertising costs amounted to $0 and $1,097.
Recently Enacted Accounting Standards -Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”, SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115”, SFAS No. 160, “Noncontrolling Interest in Consolidated Financial Statements” (as amended), SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133”, SFAS No. 162, “The Hierarchy of GAAP Sources for Non-governmental entities”, and SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts” were recently issued. SFAS No. 157, 159, 160, 161, 162 and 163 have no current applicability to the Company or their effect on the financial statements would not have been significant.
7
MCT HOLDING CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
FASB Interpretation No. 48 - The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. As a result of the implementation of Interpretation 48, the Company recognized approximately no increase in the liability for unrecognized tax benefits.
The Company has no tax positions at March 31, 2009 and 2008 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the period ended March 31, 2009 and 2008, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at March 31, 2009, and 2008.
NOTE 2 - CAPITAL STOCK
Preferred Stock –The Company has authorized 10,000,000 shares of preferred stock, $.001 par value, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors. No shares are issued and outstanding at March 31, 2009 and December 31, 2008.
Common Stock –The Company has authorized 100,000,000 shares of common stock, $.001 par value. In November 2004, in connection with its merger with Two Suns, the Company issued 600,000 shares of its previously authorized but unissued common stock. The shares were issued for 100% of the members’ interest of Two Suns.
During 2006 the Company issued, through a private placement, 28,200 shares for cash of $47,000 or $1.67 per share.
During 2007 the Company issued, through a private placement, 12,000 shares for cash of $20,000 or $1.67 per share.
During 2008 the Company effected a three for one forward stock split making the total number of outstanding shares 640,200, at December 31, 2008. The financial statements have been reinstated for all period presented, to reflect the stock split. The Company has 640,200 shares outstanding at March 31, 2009, and December 31, 2008.
NOTE 3 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company did not pay any compensation to an officer or director of the Company during the three months ended March 31, 2009.
Notes Payable-The Company has issued several Promissory notes to officers, directors and shareholders of the
Company or entities related to them. The notes are unsecured, bear an interest rate of 7% per annum and are due and
payable on
8
MCT HOLDING CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 3 - RELATED PARTY TRANSACTIONS [Continued]
demand. At March 31, 2009, the accrued interest associated with the various notes was $84,442 and $80,378 at December 31, 2008.
The Company has the following related party note payable obligations:
| March 31, 2009 |
| December 31, 2008 | ||
Related Party notes payable due on demand accruing interest at 7% per annum | $ | 240,309 |
| $ | 224,130 |
Total | $ | 240,309 |
| $ | 224,130 |
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109. SFAS No. 109 requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards.
Deferred tax assets are comprised of the following:
The Company has available at March 31, 2009, operating loss carryforwards of approximately $169,000, which may be applied against future taxable income and which expire in various years through 2029.
9
MCT HOLDING CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 4 - INCOME TAXES [Continued]
The amount and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company’s future earnings, and other future events, the effects of which cannot be determined. At March 31, 2009, the Company has recorded a valuation allowance of approximately $57,700 to fully offset the deferred tax asset. The change in the valuation allowance for the period ended March 31, 2009 is approximately $7,800.
The reconciliation of the provision (benefit) for income taxes computed at the U.S. federal statutory tax rate to the Company’s effective tax rate for the period ended March 31, 2009 and 2008 is as follows:
|
| March 31, | ||
|
| 2009 |
| 2009 |
|
|
|
|
|
Federal provision (benefit) at statutory rate |
| 15.00% |
| 15.00% |
State income tax net of federal tax benefit |
| 4.25 |
| 4.25 |
Other |
| .44 |
| .49 |
Change in valuation allowance |
| (19.69) |
| (19.74) |
|
|
|
|
|
Effective tax rate |
| 0.00% |
| 0.00% |
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has current liabilities in excess of current assets and has not yet been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 6 – OPERATING LEASE
Rental Agreement -The Company entered into an office lease for 1,614 square feet that expires July 31, 2012. The lease provides for a five year renewal option. Rent expense for the three months ended March 31, 2009 and 2008 was $4,035 and $4,035, respectively. Monthly lease payments are as follows: 1-36 months $1,345, 37-48 months $1,399, 49-60 months $1,455.
10
MCT HOLDING CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 6 – OPERATING LEASE [Continued]
The future minimum lease payments are as follows:
Years Ended December 31:
2009
$ 12,105
2010
16,409
2011
17,065
2012
10,183
________
Total
$ 55,762
NOTE 7 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
|
| For the Three Months Ended | ||
|
| March 31, | ||
|
| 2009 |
| 2008 |
|
|
|
|
|
Loss from continuing operations available to common stockholders |
|
|
|
|
(numerator) |
| $ (39,399) |
| $ (18,497) |
|
|
|
|
|
Weighted average number of common |
|
|
|
|
shares outstanding used in loss per |
|
|
|
|
share for the period (denominator) |
| 640,200 |
| 640,200 |
Dilutive loss per share was not presented, as the Company had no common stock equivalent shares for all periods presented that would affect the computation of diluted loss per share.
11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-looking Statements
Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.
Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Plan of Operation
We own and operate Malibu Club Tan (“Malibu”), a single indoor tanning salon business located in Sandy, Utah, which offers a full range of indoor tanning products and services to customers. The revenue from this single salon accounts for 100% of our total revenues.
Malibu is located at 8675 South Highland Drive, Sandy, Utah, 84093; the address of our principal executive offices is 3884 East North Little Cottonwood Road, Salt Lake City, Utah, 84092, and our telephone number at that address is (801) 580-4555. Malibu is a 1,600 square foot tanning facility. There is a front lobby, a laundry room, a single restroom, a storage room and 12 rooms used for tanning. Approximately 65% of the 1,600 square foot facility is actual tanning space. We intend to continue these operations during the next 12 months and thereafter, and believe we have adequate capital for these purposes.
Results of Operations
Three Months Ended March 31, 2009, Compared to Three Months Ended March 31, 2008.
We had $16,970 in revenue in the three months ended March 31, 2009, compared to $20,942 in revenue in the three months ended March 31, 2008. General and administrative expenses were $47,404 for the March 31, 2009, period compared to $31,299 for the March 31, 2008, period. The increase in general and administrative expenses for the three months ended March 31, 2009, was comprised mainly of accounting and legal fees. We had $4,902 in depreciation expense in the three months ended March 31, 2009, compared to $4,917 in the March 31, 2008, period. We had total other income and expense of ($4,063) in the 2009 period compared to ($3,223) in the 2008 period. We had a net loss of ($39,399) for the March 31, 2009, period compared to a net loss of ($18,497) for the March 31, 2008, period.
Liquidity
We have limited cash or cash equivalents on hand. As of March 31, 2009, we had $2,348 in cash. If additional funds are required, such funds may be advanced by management or stockholders as loans to us. During the three months ended March 31, 2009, expenses were paid by a principal stockholder in the amount of $16,179, and during the three months ended March 31, 2008, additional expenses paid by a principal stockholder totaled $8,953. The aggregate amount of $240,309 is outstanding as of March 31, 2009, is unsecured, bears interest at 7% per annum and is due on demand.
12
Critical Accounting Policies
In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” we review our goodwill assets for impairment at least annually, around the time of our annual audit. If the fair value of our reporting unit exceeds the carrying value of our reporting unit then no impairment to goodwill is recorded. We determined that our fair value exceeded the carrying value of our goodwill and no impairment was recorded for the year ended December 31, 2008. As our common stock had no public trading market, and there were no quotations for our common stock at the time we performed our 2008 test, we used a market approach wherein a multiple of revenues was used to value our sole operating unit. We looked at similar sized private companies in the same line of business that were listed for sale to estimate the multiple used.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4T. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2009, our disclosure controls and procedures were, subject to the limitations noted above, effective to provide reasonable assurance that information 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 Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 1A. Risk Factors.
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None; not applicable.
13
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits.
Exhibit No. Identification of Exhibit
SIGNATURES
Pursuant to the requirements 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
MCT HOLDING CORPORATION
Date: | May 14, 2009 |
| By: | /s/David C. Merrell |
|
|
|
| President, and Director |
|
|
|
|
|
Date: | May 14, 2009 |
| By: | /s/Lindsey Hailstone |
|
|
|
| Secretary, Treasurer and Director |
14
