UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
| x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2009.
OR
| o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number: 333-136069
Future Now Group Inc.
(Name of small business issuer in its charter)
| Nevada | | 20-4237445 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| 80 Mountain Laurel Rd ., Fairfield, CT | | 06824 |
| (Address of principal executive offices) | | (Zip Code) |
Issuer’s telephone number: 877-643-7244
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: ¨ Yes No x
Indicate by check mark whether the registrant(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 day. x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy ir information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 if the Exchange Act.
Large accelerated filter ¨ | Accelerated filter ¨ |
| | |
Non-accelerated filter ¨ (Do not check if a smaller reporting company) | 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
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
| Class | | Outstanding at May 20, 2009 |
| Common Stock, $0.001 par value per share | | 78,563,952 shares |
Documents Incorporated by Reference: NONE
Transitional Small Business Disclosure Format (Check one): Yes ¨ ; No x
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve a number of risks and uncertainties. Although our forward-looking statements reflect the good faith judgment of our management, these statements can be based only on facts and factors of which we are currently aware. Consequently, forward-looking statements are inherently subject to risks and uncertainties. Actual results and outcomes may differ materially from results and outcomes discussed in the forward-looking statements.
Forward-looking statements can be identified by the use of forward-looking words such as “may,” “will,” “should,” “anticipate,” “believe,” “expect,” “plan,” “future,” “intend,” “could,” “estimate,” “predict,” “hope,” “potential,” “continue,” or the negative of these terms or other similar expressions. These statements include, but are not limited to, statements under the captions “Risk Factors,” “Management’s Discussion and Analysis or Plan of Operation” and “Description of Business,” as well as other sections in this report. Such forward-looking statements are based on our management’s current plans and expectations and are subject to risks, uncertainties and changes in plans that may cause actual results to differ materially from those anticipated in the forward-looking statements. You should be aware that, as a result of any of these factors materializing, the trading price of our common stock may decline. These factors include, but are not limited to, the following:
| | · | the availability and adequacy of capital to support and grow our business; |
| | · | economic, competitive, business and other conditions in our local and regional markets; |
| | · | actions taken or not taken by others, including competitors, as well as legislative, regulatory, judicial and other governmental authorities; |
| | · | competition in our industry; |
| | · | changes in our business and growth strategy, capital improvements or development plans; |
| | · | the availability of additional capital to support development; and |
| | · | other factors discussed elsewhere in this annual report. |
The cautionary statements made in this annual report are intended to be applicable to all related forward-looking statements wherever they may appear in this report.
We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly update any forward looking-statements, whether as a result of new information, future events or otherwise.
EXPLANATORY NOTE
This annual report on Form 10-K does not contain all of the information required to be disclosed under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. In particular, this annual report does not contain properties required by Item 102 of Regulation S-K, market fro registrant’s common equity, related stockholder matters and issuer purchases of equity securities required by Items 201, 701(f) and 703 of Regulation S-K the financial statements required by Article 8 of Regulation S-X; management’s discussion and analysis required by Item 303 of Regulation S-K; disclosure controls and procedures required by Item 307 of Regulation S-K; internal control over financial reporting required by Item 308 of Regulation S-K; directors, executive officers and corporate governance required by Items 401, 405, 406, 407©(3), (d)(4) and (d)(5) of Regulation S-K, executive compensation required by Item 402 of Regulation S-K and paragraph (e)(4) and (e)(5) of Item 407 of Regulation S-K, security ownership of certain beneficial owners and management and related stockholder matters required by Item 201(d) of Regulation S-K, certain relationships and related transactions and director independence required by Item 404 of Regulation S-K, principal accounting fees and services required by Item 9(e) of Schedule 14A and certifications required under Rule 13a-14 of the Securities Exchange Act of 1934, as amended, and Section 1350 of the Sarbanes-Oxley Act of 2002. The company intends to file an amendment to this annual report on Form 10-K to provide the missing information once it becomes available.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Corporate Information
Overview
From our inception on January 23, 2006 to June 30, 2007, we were engaged in no significant operations other than organizational activities, acquiring and staking our properties, preparing the registration statements covering our securities and planning phase 1 of the exploration work on a mining property known as the “Fir property.” The Fir property is twenty-one cell mineral claims covering an area totaling 433.24 hectares located in the Kamloops Mining Division in south central British Columbia, approximately 35 kilometers south of Kamloops, British Columbia. On May 11, 2007, we announced that we had abandoned this property determining that the claim did not cover enough ground to host a viable exploration target. We then abandoned our previous business plan and focused on the identification of suitable businesses with which to enter into a business opportunity or business combination.
Share Exchange with Future Now, Inc.
On October 30, 2007, we entered into a share exchange agreement with Future Now, Inc., a privately held Delaware corporation, and the shareholders of Future Now, Inc. Future Now, Inc. is not a related entity and there were no material relationships between us and Future Now, Inc. prior to the share exchange. The closing of the transactions contemplated in the share exchange agreement and the acquisition of all of the issued and outstanding stock of Future Now, Inc. occurred on October 30, 2007. In accordance with the closing of the share exchange agreement, we issued 50,394,191 of our common shares to the shareholders of Future Now, Inc. in exchange for the acquisition, by us, of all of the issued and outstanding common shares of Future Now, Inc. on the basis of nine and one-quarter (9.25) shares of our common stock for one share of Future Now, Inc.’s common stock.
We had 71,242,191 shares of common stock issued and outstanding as of October 30, 2007, as a result of the issuance of 50,394,191 shares of common stock in connection with the closing of the share exchange and the concurrent cancellation of 32,000,000 shares of common stock owned by our former directors. As of the closing date, the former shareholders of Future Now, Inc. held approximately 70.74% of the issued and outstanding shares of our common stock. The issuance of the 50,394,191 shares of common stock to the former shareholders of Future Now, Inc. was deemed to be a reverse acquisition for accounting purposes. Accordingly, Future Now, Inc. the accounting acquirer entity, is regarded as the predecessor entity as of October 30, 2007. As a result of the exchange of the Future Now, Inc. common stock for our common stock, Future Now, Inc. became our wholly owned subsidiary. We will continue to file annual and quarterly reports based upon our fiscal year end of June 30.
In connection with the consummation of the share exchange, we changed the address of our principal executive offices effective October 30, 2007 from 650 - 1500 West Georgia Street, Vancouver, BC V6G 2Z6 to the Galleria Building, 61 Unquowa Road, Fairfield, Connecticut 06824.
Overview of Business
Through our wholly-owned subsidiaries, we provide online marketing optimization services and software solutions utilizing a proprietary methodology and supporting set of software tools that help businesses improve their online marketing to generate more sales, leads, and subscriptions. Our proprietary Persuasion Architecture® framework delivers clients “blueprints” to plan, measure and improve their online sales and marketing initiatives. Management believes that our methodology and software tool set represents a truly accountable solution to three multi-billion dollar problems;
| | 1. | Low customer conversion rates;1 |
| | 2. | High costs of customer acquisition;2and |
| | 3. | Poor customer retention rates.3 |
1 State of Retailing Online 2007, conducted by Forrester Research for the Shop.org arm of the National Retail Federation reports average conversion rates of 3.1%. comScore, Inc. reports 2007 online commerce spending at $188B. For every additional 1 percentage point retailers add to their overall conversion rate, they stand to collectively add over $60B in revenue.
2 Internet Advertising Bureau reports, in a study conducted by PricewaterhouseCoopers LLP, that 2007 online ad revenues will top $20B. Record revenues confirmed through the first 3 quarters of 2007 total $15.2B. Online customer acquisition costs are directly attributable to the cost of the media required to deliver traffic.
3 Poor customer retention rates are most often measured by subscription businesses in terms of their churn rate. One example company, Netflix, the leader in their space reported a year end (6/30/07) churn of 63.4% of their customer base. Netflix also reported total revenue of $1.25B. To this one company alone, their problem with poor customer retention has an opportunity cost of over $2B.
Our business model is one of delivering software as a service complemented with certain professional services and licensing options.
Alkemi International Pty Ltd. Investment and Limited Term Licensing Agreement
On June 13, 2007, we entered into a licensing agreement, a shareholders agreement and a call option deed (collectively, the “AIPL Agreements”) with Alkemi International Pty Ltd (“AIPL”). Under the AIPL Agreements, AIPL received a limited term exclusive licensing agreement for 17 months to resell and deliver our intellectual property in Australia and New Zealand and we would have a right to convert any monies owed pursuant to the AIPL Agreements from AIPL to an ownership position in AIPL. On July 23, 2007, we delivered to AIPL notice to issue shares that totaled the outstanding balance due from AIPL as of June 13, 2007, which, at the time, was approximately $84,000. A valuation opinion was obtained whereby the value of AIPL was set at $959,300 AUD (or US $808,724) and as such we received an amount equal to $97,268 AUD or 159,897 shares of AIPL. We will continue to accrue monies owed from AIPL until a total of US$62,629 is due from AIPL. At such time the amount will automatically be converted into additional shares of AIPL and the total ownership percentage at that time of AIPL by us will equal 15%. Payments to us will then commence based upon the licensing agreement.
Share Exchange with Elemental Business, Inc.
On May 28, 2008, we completed a share exchange with Elemental Business, Inc. (“EBI”) whereby we purchased all the outstanding common stock of EBI in exchange for the issuance of 3,700,000 shares of its Common Stock. EBI became our wholly owned subsidiary. EBI is in the business of online marketing optimization using its proprietary technology. The technology was actually built around the concepts of the Persuasion Architecture® technology. Management believes that this acquisition will accelerate our time to market whereby we can touch all small businesses through a lower-priced subscription-based software product.
Industry Background
The Internet has emerged as a powerful marketing medium that allows millions of consumers and marketers to conduct business and interact with each other in unprecedented ways. The Internet is particularly well suited to direct marketers because of its ability to access both broad audiences, as well as precisely defined groups. As a result, the Internet provides marketers with opportunities to identify and attract customers, as well as target specific types of users and collect data on their preferences. At the same time, we believe the Internet appeals to consumers because it offers more individual control over marketing messages. The growth of the Internet has encouraged companies to spend more of their marketing budgets on Internet marketing. We believe there is a need for a marketing infrastructure that could satisfy the objectives of both marketers and consumers, which would enable businesses to acquire and retain customers, yet operate from a consumer-centric approach that would provide relevant information and meaningful value to the individual user.
Products
We derive our revenue from the sale of products and services classified into the following categories: (a) professional services, including custom and packaged consulting; (b) software subscription licensing; (c) content and training; and (d) product sales.
Custom and Productized Consulting Services
These services come in three primary service lines: (a) Conversion Optimization; (b) Persuasion Scenario Analysis; and (c) Marketing Planning & Optimization with Persuasion Architecture™. All of these services are specific to the “flavor” of a site (for example, business-to-business, business-to-consumer, self-service or media). The services include three “sizes” per service line, which provides simplicity and scalability. The price for these services ranges from $2,500 to $500,000. The delivery time frame ranges from less than three months to beyond a full year.
Methodology Software Subscription and Licensing
Our Persuasion Architecture® software suite, referred to as the Minerva Architectural Process (“MAP Tool”) is available for licensing. This is a valuable option for agencies as well as medium and larger companies that intend to implement Persuasion Architecture™ across multiple clients, sites, products and channels. Companies and individuals can also become certified Persuasion Architecture partners under direct licensing and royalty programs.
Persuasion Architecture® is a framework, methodology and software tool set we developed to plan, build and optimize persuasive systems on-line and off-line, irrespective of channel. The unique benefit of Persuasion Architecture™ is that it allows our clients to scientifically plan marketing scenarios from a customer-centric perspective and optimize them. Persuasion Architecture™ guides clients to document every assumption based on their customers’ personal motivations. It then asks the Persuasion Architect™ to predict the scenarios that those customers will navigate. On-line, Persuasion Architecture™ uses its web analytics scenario language (PAXML - Persuasion Architecture XML) to measure scenarios and optimize against those predictions. This scenario optimization process is a six sigma process that allows the Persuasion Architect to understand whether it is the execution or the plan that needs correction.
Content and Training
We continue to develop content and training programs from our thought leadership and market awareness. Our principals and key employees have published many books and white papers on topics pertaining to their respective areas of expertise. We offer various training programs that cater to both business-to-business and business-to-consumer operations. These workshops and seminars include: Persuasive Online Copywriting, Call to Action: Design with Your Audience in Mind and Wizards of Web, online strategy for increased ROI. Trainings are generally held at rented room locations within conference resort or standard hotel operations.
Product Sales
We recently launched a line of hard copy and downloadable products that may be purchased directly from our websites. Such products are meant to educate the user and move them into another revenue channel. The products currently include: Conversion Expert’s Workbook; Future Now’s Self Service Guide to Website Optimization; (created in conjunction with Google’s partnership with the launch of the Website Optimizer Tool), Which Sells Best; A Quick Start Guide to Testing for Retailers, and Principles of Online Copywriting.
Intellectual Property
General
We rely on trade secrets, prior client experience and the expertise of our team that we seek to protect, in part, by confidentiality agreements. We require all current and future employees, consultants, contractors, manufacturers, outside collaborators, directors on our board, and other advisors to execute confidentiality agreements upon the commencement of employment or consulting relationships with us. These agreements provide that all confidential information developed or made known to the individual during the course of the individual’s relationship with us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. We require signed confidentiality or material transfer agreements from any company that receives confidential information from us. We intend to ensure that, in the case of employees, consultants and contractors, any agreements that we enter into with such persons will generally provide that all inventions conceived by the person while rendering services to us shall be assigned to us as our exclusive property.
Trademarks
We have the following registered trademark: Persuasion Architecture®.
Domain Names
We own and operate the following registered Internet domain names: futurenowinc.com, grokdotcom.com, futurenowgroup.com and persuasionarchitectureinc.com. The information contained on our websites does not form part of this report.
Research and Software Development
We currently have dedicated research and software development costs. We anticipate continued expenditures for such costs however over time the absolute dollar amount will decline as a percentage of our gross revenue.
We generally compete for the budgets that companies allocate to marketing. We believe the market for interactive marketing optimization will rapidly evolve and be intensively competitive. However, management believes that we have no direct competitors that provide a one-stop service/product which improves conversion rates and customer acquisition and retention. There are however companies active in various segments of this sector. The “agency” group (Organic, Inc., Critical Path, Inc., and Frog Internet Services) is concerned with tactical implementation and strategic direction but utilizes only vaguely defined micro-metrics. The “vendors group” (i.e., email marketers, search engine marketers, word-of-mouth marketing, and affiliates) offers tactical implementation and only pre-defined metrics without an overall strategic guidance. Management believes that our competitive advantage lies in our strategic marketing planning methodology and proprietary framework.
Our ability to compete depends on many factors. Factors over which we have some level of control include:
| | · | ability to enter into relationships with marketers; |
| | · | ability to provide simple, cost-effective and reliable solutions; |
| | · | timely development and marketing of new services; and |
| | · | ability to manage rapidly changing technologies, frequent new service introductions and evolving industry standards. |
Factors outside our control include:
| | · | development, introduction and market acceptance of new or enhanced services by our competitors; |
| | · | changes in pricing policies of our competitors; |
| | · | entry of new competitors in the market; |
| | · | ability of marketers to provide simple, cost-effective and reliable promotions; and |
| | · | market economy’s impact on our clients’ marketing budgets. |
We expect competition to intensify as more competitors enter our markets. However, as referenced above, one of our most important assets is our intellectual property, which we believe will help offset some of the competitive pressures for certain of our services and products. Most of our existing competitors, as well as a number of potential new competitors, have significantly greater financial, technical, marketing and managerial resources than we do. Most of our competitors also generate greater revenue. They may compete more effectively and be more responsive to industry and technological change than we are.
Major Customers
We will file an amendment to this annual report to provide the information under this section.
Marketing
Prior to the second quarter of our current fiscal year, we had not done any outbound marketing or other advertising campaigns. Our revenues were solely due to referrals, our reputation in the market and the increasing demand for our services. In the future we plan to invest heavily in our marketing and advertising expense both in absolute dollars and as an increasing percentage of our operating expenses. Among other initiatives, our planned marketing efforts will involve: hiring new direct sales personnel, affiliated marketing arrangements, online advertising, and telemarketing.
Our clients are generally familiar with our methodology and employees from the numerous books written by our principals, Jeffrey and Bryan Eisenberg, our industry publication GrokDotCom, as well as our frequent appearances at industry conferences and events.
Government Regulation
Our products or services are not regulated by the government in any of our markets and we do not need to obtain permits specific to our industry in order for us to operate or to sell our products and services. Additionally, we are not subject to any legislation specific to our industry, products and services.
Employees
We will file an amendment to this annual report to provide the information under this section.
Reports to Security Holders
None.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 2. DESCRIPTION OF PROPERTY.
We will file an amendment to this annual report to provide properties as required by Item 102 of Regulation S-K.
ITEM 3. LEGAL PROCEEDINGS.
We are not a party to any pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
| ITEM 5. | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES. |
We will file an amendment to this annual report to provide market fro registrant’s common equity, related stockholder matters and issuer purchases of equity securities required by Items 201, 701(f) and 703 of Regulation S-K
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
We will file an amendment to this annual report to provide management’s discussion and analysis as required by Item 303 of Regulation S-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 8. FINANCIAL STATEMENTS.
We will file an amendment to this annual report to provide the financial statements as required by Article 8 of Regulation S-X.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
No events occurred that require disclosure under Item 304(b) of Regulation S-B.
ITEM 9A CONTROLS AND PROCEDURES.
We will file an amendment to this annual report to provide controls and procedures as required by Items 307 of Regulation S-K and 308 of Regulation S-K.
ITEM 9B. OTHER INFORMATION.
Effective September 21, 2009, Roy Williams resigned as a director of the Company. On or about September 30, 2009, Bryan Eisenberg and Jeffrey Eisenberg resigned as directors of the Company. In September 2009, William Schloth resigned as a director of the Company. Their resignations as directors were not based on any disagreement with us on any matter relating to our operations, policies or practices.
In connection therewith, the board of directors reduced the number of authorized directors to three and appointed Greg Goldberg to fill one of the newly created vacancy on the board. Mr. Goldberg was appointed as a nominee of Professional Traders Fund and Professional Offshore Opportunity Fund, the holders of senior secured convertible debentures that are currently in default. Upon the successful restructuring of a majority of certain subordinated unsecured convertible notes, the holders of these notes will be entitled to nominate a third member to the board.
Mr. Alan Hall also remains a director.
On or about September 30, 2009, Jeffrey Eisenberg resigned as our President and Chief Executive Officer.
On October 1, 2009, the board of directors appointed William Schloth as the Company’s interim Chief Executive Officer and Chief Accounting Officer. In connection therewith, the Company engaged WMS Financial Group, Inc., a company in which Mr. Schloth is a principal, as a transaction manager to provide certain financial and business services for a period of three months. The Company has agreed to pay WMS a fee of $5,000 per month, a success fee of $20,000, and other contingent remuneration.
On or about October 1, 2009, Future Now, Inc., a wholly-owned subsidiary of the Company, engaged a FINRA registered broker dealer to act as its Company’s financial advisor for its planned restructuring and as placement agent for capital raising activities.
PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. |
We will file an amendment to this annual report to provide directors, executive officers and corporate governance required by Items 401, 405, 406, 407©(3), (d)(4) and (d)(5) of Regulation S-K.
ITEM 11. EXECUTIVE COMPENSATION.
We will file an amendment to this annual report to provide executive compensation as required by Item 402 of Regulation S-K and paragraph (e)(4) and (e)(5) of Item 407 of Regulation S-K.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
We will file an amendment to this annual report to provide security ownership of certain beneficial owners and management and related stockholder matters required by Item 201(d) of Regulation S-K,
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
We will file an amendment to this annual report to provide certain relationships and related transactions and director independence required by Item 404 of Regulation S-K,
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
We will file an amendment to this annual report to provide principal accountants fees and services as required by Item 9(e) of Schedule 14A (Sec.240.14a-101 of this chapter).
ITEM 15. EXHIBITS.
Exhibit Number | | Description |
| 31.1* | | Rule 13a-14(a) Certification of the Chief Executive Officer. |
| 31.2* | | Rule 13a-14(a) Certification of the Chief Financial Officer. |
| 32.1* | | Section 1350 Certification of Chief Executive Officer. |
| 32.2* | | Section 1350 Certification of Chief Financial Officer. |
* To be filed by amendment
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | FUTURE NOW GROUP INC. |
| | |
| Dated: October 13, 2009 | By: | /s/ William E. Schloth |
| | | William E. Schloth |
| | | Principal Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
Signature | | Title | | Date |
| | | | | |
/s/ William E. Schloth | | Chief Executive Officer and Chief | | October 13, 2009 |
| William E. Schloth | | Accounting Officer | | |
| | | | | |
/s/ Greg Goldberg | | Director | | October 13, 2009 |
| Greg Goldberg | | | | |
| | | | | |
/s/ Alan Hall | | Director | | October 13, 2009 |
| Alan Hall | | | | |
