Scout Exploration (SCXN) 10-Q 2009 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

o     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT

Commission File Number 0 - 52280

SCOUT EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

Nevada	98-0504670
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

15707 Rockfield Blvd., Suite 101, Irvine, California 92618

(Address of principal executive offices)

(949) 265-7717

(Registrant’s telephone number)

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 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  o

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 definitions of “large accelerated filer," "accelerated filer,” and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  o     No  x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING

THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after distribution of securities under a plan confirmed by a court.     Yes  o     No  o

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date: As of August 17, 2009 there were 8,847,000 shares of common stock, par value $0.001, outstanding.

1

PART I - FINANCIAL INFORMATION

Item 1       Financial Statements

Scout Exploration, Inc.

Interim Consolidated Financial Statements

(Unaudited)

(presented in US dollars)

June 30, 2009

F-1

2

INDEX

Interim Consolidated Balance Sheets	F-3
Interim Consolidated Statements of Stockholders’ Equity	F-4
Interim Consolidated Statements of Operations	F-5
Interim Consolidated Schedules of Administrative Expenses	F-6
Interim Consolidated Statements of Cash Flows	F-7
Notes to the Interim Consolidated Financial Statements	F-8 - F-11

F-2

3

Scout Exploration, Inc.
Interim Consolidated Balance Sheets
(Unaudited) (Presented in US Dollars)
	June 30, 2009			September 30, 2008
	(Unaudited)
Assets
Current
Cash	$	4,960		$	131,100
Receivables		-			57,015
Prepaid expenses		-			7,468
		4,960			195,583
Resource properties (Notes 3 and 4)		-			932,900
Equipment		-			15,959
	$	4,960		$	1,144,442
Liabilities
Current
Accounts payable and accrued liabilities	$	139,506		$	264,563
Debenture payable - current portion		-			122,000
Income taxes payable		-			5,782
Due to related parties (Note 5)		21,628			-
		161,134			392,345
Debenture payable		-			208,225
Deferred income taxes		-			211,797
Asset retirement obligations		-			28,355
		161,134			840,722
Stockholders' Equity
Preferred stock
Authorized: 1,000,000 shares with par value of $0.01
Issued: Nil (2008 - Nil)		-			-
Common stock
Authorized: 50,000,000 shares with par value of $0.001
Issued: 8,847,000 (September 30, 2008 - 8,847,000)		8,847			8,847
Subscriptions received in advance		4,100			4,100
Subscriptions receivable		(5,246	)		(23,000	)
Additional paid in capital		981,953			981,953
Accumulated deficit		(1,145,828	)		(645,722	)
Accumulated other comprehensive loss		-			(22,458	)
		(156,174	)		303,720
	$	4,960		$	1,144,442
Going Concern (Note 1)

The accompanying notes are an integral part of the interim consolidated financial statements.

F-3

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Scout Exploration, Inc.
Interim Consolidated Statements of Stockholders' Equity
(Unaudited) (Presented in US Dollars)
																				Accumulated
	Shares of					Additional			Subscriptions											other				Total
	common		Capital			paid-in			received			Subscriptions				Accumulated				comprehensive				Stockholders'
	stock		stock			capital			in advance			receivable				deficit				loss				Equity
Balance September 30, 2007		7,300,000		$	7,300		$	349,700		$	100		$	(75,000	)		$	(276,894	)		$	-			$	5,206
Cash received for subscriptions
receivable		-			-			-			-			75,000				-				-				75,000
Issuance of common stock for
for consulting services		150,000			150			74,850			-			-				-				-				75,000
Issuance of common stock for cash		1,397,000			1,397			557,403			4,000			(23,000	)			-				-				539,800
Net loss		-			-			-			-			-				(368,828	)			-				(368,828	)
Foreign currency translation		-			-			-			-			-				-				(22,458	)			(22,458	)
Balance September 30, 2008		8,847,000			8,847			981,953			4,100			(23,000	)			(645,722	)			(22,458	)			303,720
Cash received for subscriptions
receivable		-			-			-			-			17,754				-				-				17,754
Net loss		-			-			-			-			-				(500,106	)			-				(500,106	)
Foreign currency translation		-			-			-			-			-				-				22,458				22,458
Balance June 30, 2009		8,847,000		$	8,847		$	981,953		$	4,100		$	(5,246	)		$	(1,145,828	)		$	-			$	(156,174	)

The accompanying notes are an integral part of the interim consolidated financial statements.

F-4

5

Scout Exploration, Inc.
Interim Consolidated Statements of Operations
(Unaudited) (Presented in US Dollars)
	Three Months ended June 30						Nine Months ended June 30
	2009			2008			2009			2008
Administrative expenses - schedule	$	39,177		$	58,260		$	76,557		$	218,795
Loss from continuing operations		(39,177	)		(58,260	)		(76,557	)		(218,795	)
Discontinued operations (Note 3)
Earnings (loss) from discontinued operations		-			4,697			(25,132	)		4,697
Loss on disposal		(398,417	)		-			(398,417	)		-
		(398,417	)		4,697			(423,549	)		4,697
Net loss		(437,594	)		(53,563	)		(500,106	)		(214,098	)
Other comprehensive income
Foreign currency translation		85,549			-			22,458			-
Comprehensive loss	$	(352,045	)	$	(53,563	)	$	(477,648	)	$	(214,098	)
Basic and diluted earnings (loss) per share
Continuing operations	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.03	)
Discontinued operations		(0.05	)		0.00			(0.05	)		0.00
Net loss	$	(0.05	)	$	(0.01	)	$	(0.06	)	$	(0.03	)
Basic and diluted weighted average shares outstanding		8,847,000			8,058,016			8,847,000			7,563,246

The accompanying notes are an integral part of the interim consolidated financial statements.

F-5

6

Scout Exploration, Inc.
Interim Consolidated Schedules of Administrative Expenses
(Unaudited) (Presented in US Dollars)
	Three Months ended June 30				Nine Months ended June 30
	2009		2008		2009			2008
Accounting and audit	$	19,753	$	2,320	$	24,262		$	16,451
Bank charges and interest		64		271		234			548
Consulting fees		869		-		869			83,904
Directors’ fees		6,000		6,000		18,000			18,000
Filing fees, dues and subscriptions		1,004		837		5,391			2,912
Foreign exchange (gain) loss		1,398		5,180		(3,083	)		9,701
Legal		-		7,632		270			13,180
Office and administration		9,189		12,748		26,905			31,938
Promotion and travel		300		23,072		1,909			41,161
Transfer agent		600		200		1,800			1,000
	$	39,177	$	58,260	$	76,557		$	218,795

The accompanying notes are an integral part of the interim consolidated financial statements.

F-6

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Scout Exploration, Inc.
Interim Consolidated Statements of Cash Flows
(Unaudited) (Presented in US Dollars)
	Three Months ended June 30						Nine Months ended June 30
	2009			2008			2009			2008
Cash flows from operating activities
Net loss	$	(437,594	)	$	(127,123	)	$	(500,106	)	$	(160,535	)
Adjustments to reconcile net loss to net cash
used in operating activities
Unrealized foreign exchange		-			205			-			4,521
Depletion and accretion		-			-			-			-
Depreciation		-			-			-			-
Deferred income taxes		-			-			-			-
Accrued finance charge on debenture		-			-			-			-
Expenses settled by shares		-			75,000			-			75,000
Loss on disposal of subsidiary		398,417			-			423,549			-
Changes in operating assets and liabilities
Accounts receivable		-			-			-			-
Prepaid expenses		-			4,280			4,280			4,280
Accounts payable and accrued liabilities		13,523			11,152			6,294			16,676
Income taxes payable		-			-			-			-
		(25,654	)		(36,486	)		(65,983	)		(60,058	)
Cash flows from investing activities
Disposal of subsidiary, net of cash disposed		(15,324	)		-			(99,539	)		-
Deposit		-			(23,747	)		-			(23,747	)
Resource property costs		-			-			-			-
		(15,324	)		(23,747	)		(99,539	)		(23,747	)
Cash flows from financing activities
Proceeds from issuance of common stock		17,754			-			17,754			60,000
Advances from related parties		11,188			-			21,628			-
Debenture repayment		-			-			-			-
		28,942			-			39,382			60,000
Effect of exchange rate changes on cash		-			(2,332	)		-			(5,140	)
Net decrease in cash		(12,036	)		(62,565	)		(126,140	)		(28,945	)
Cash at beginning of the period		16,996			79,269			131,100			45,649
Cash at end of the period	$	4,960		$	16,704		$	4,960		$	16,704
Supplemental disclosure with respect to cash flows (Note 7)

The accompanying notes are an integral part of the interim consolidated financial statements.

F-7

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Scout Exploration, Inc.

Notes to the Interim Consolidated Financial Statements

(Unaudited) (Presented in US dollars)

June 30, 2009

1.             Nature of operations and going concern

Scout Exploration, Inc. (the “Company”) was incorporated in the State of Nevada on February 1, 1999. The Company was initially engaged in the business of designing, developing and marketing educational products for children, adults, business people, as well as new language learners. On April 10, 2006 the Company changed its name from Virtual Curricula Corp. to Scout Exploration, Inc.

On June 2, 2009 pursuant to a letter of intent (the “LOI”), the Company offered to purchase the rights to certain commercial products from Water Wise Environmental Solutions in consideration for issuance of 4,000,000 shares of the Company. The LOI contemplates the parties entering into a formal agreement by September 30, 2009.

As of June 30, 2009, we had cash on hand of $4,960 and negative working capital of $156,174. We will need to obtain additional financing in order to continue our plan of operations.

We believe that debt financing will not be a feasible alternative, as we do not have sufficient unencumbered tangible assets to secure any debt financing. We anticipate that additional financing will be equity financing from the sale of our common stock. However, we do not have any financing arranged and nor can we provide investors with any assurance that we will be able to raise sufficient funding from such potential equity financings.

The Company’s continuing operations, as intended, are dependent on management’s ability to raise required funding through future equity issuances, asset sales or a combination thereof, which is not assured. These consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business. 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.

2. Basis of presentation

The interim financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its audited financial statements for the year ended September 30, 2008, except as noted below, and should be read in conjunction with the notes thereto.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made. The results of operations for the period presented is not necessarily indicative of the results to be expected for the year.

Interim financial data presented herein are unaudited, except for the balance sheet at September 30, 2008, which has been derived from the audited consolidated financial statements at that date.

F-8

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Scout Exploration, Inc.

Notes to the Interim Consolidated Financial Statements

(Unaudited) (Presented in US dollars)

June 30, 2009

Recently adopted accounting pronouncements

Effective October 1, 2008, the Company adopted Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. The adoption of SFAS 157 has not had any impact on the Company’s financial position, results of operations, or cash flows.

Effective October 1, 2008, the Company adopted Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. The adoption of SFAS 159 has not had any impact on the Company’s financial position, results of operations, or cash flows.

3. Share purchase agreement

On June 18, 2008, and subsequently amended, the Company entered into a Share Purchase Agreement with Brian Mahood, defined therein as the “Vendor”, whereby the Vendor agreed to sell 100% of the issued and outstanding Class A Voting Shares of Kerrisdale Resources Ltd. (“KRL”), an Alberta corporation, to the Company (the “Agreement”) with an effective date of January 1, 2008.

The purchase price for the shares was $760,849 ($775,000 CDN) (the “Purchase Price”) comprised of $24,543 ($25,000 CDN) paid in cash to the Vendor at the time of signing the January 28, 2008 Letter of Intent, $392,696 ($400,000 CDN) paid to the Vendor on Closing Date of June 18, 2008, and the issuance of a $343,610 ($350,000 CDN) debenture (the “Debenture”) to the Vendor with a maturity date of December 31, 2010, bearing interest at 6.75%. The Debenture was secured by a first charge on all of KRL’s assets. The agreement was subsequently amended such that the Debenture was increased to $360,000 CDN, of which $28,109 ($35,000 CDN) has been paid.

During the current period, the Vendor notified the Company that in the Vendor’s opinion, the Company was in default of the Agreement, and demanded payment of $325,000.00 CDN plus interest and legal fees and expenses. Due to declines in the market price of petroleum and natural gas that have occurred since the acquisition of KRL, the cash flow from operations of KRL has not been sufficient to meet the payments required under the Agreement.

As a result of these factors, pursuant to a Settlement, Share Sale and Release Agreement, the Company agreed to sell 100% of its interest in KRL back to the Vendor for consideration of $1 and release both parties from all obligations under the original and amended share purchase agreements, with an effective date of April 1, 2009 and a closing date of June 30, 2009.

Details of the amount reported as discontinued operations for the nine months ended June 30, 2009 are as follows:

Petroleum and natural gas revenues	$	103,534
Loss before income taxes	$	(45,257	)

F-9

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Scout Exploration, Inc.

Notes to the Interim Consolidated Financial Statements

(Unaudited) (Presented in US dollars)

June 30, 2009

Resource properties

On March 4, 2006 the Company signed a letter of agreement with a non-arms length private Canadian Corporation for a 100% interest in and to the Wheaton River AAV 1-9 Claims situated in the Whitehorse Mining District of the Yukon Territory, Canada. Terms of the purchase require a cash payment of $5,000 by March 31, 2006 (paid) and $20,000 on or before September 30, 2006 (subsequently deferred to September 30, 2009), and the issuance of 500,000 common shares of the Company (issued at fair value of $0.05 per common share). The Vendor will retain 3% net smelter royalty, up to 2% of which can be re-purchased for $2,000,000. All costs associated with Exploration Mineral projects are expensed when incurred.

4. Related party transactions

a) During the nine months ended June 30, 2009, directors’ fees of $18,000 (2008 - $18,000) were paid or accrued to two Directors of the Company.

b) During the nine months ended June 30, 2009, office and administration fees and management fees of $26,624 (2008 - $25,504) were paid or accrued to corporations controlled by a Director of the Company.

c) At June 30, 2009, $46,755 (2008 - $Nil) owed to Directors and corporations controlled by a Director of the Company was included in accounts payable. The balance is due on demand, has no specific terms of repayments, is non-interest bearing and is unsecured, and accordingly fair value cannot be reliably determined.

d) During the nine months ended June 30, 2009 directors of the Company advanced a total of $21,628 to the Company. The advances are due on demand, have no specific terms of repayment, are non-interest bearing and unsecured, and accordingly fair value cannot be reliably determined.

The above transactions occurred in the normal course of operations and were measured at the exchange value which represented the consideration established and agreed to by the related parties.

5. Share purchase warrants

On May 20, 2009 1,397,000 share purchase warrants expired without having been exercised. As of June 30, 2009, Nil (September 30, 2008 – 1,397,000) share purchase warrants are outstanding.

6. Supplemental disclosure with respect to cash flows

Supplemental cash flow information for the nine months ended June 30 is as follows:

	2009		2008
Interest paid	$	17,661	$	-
Income taxes paid	$	5,088	$	-

F-10

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Scout Exploration, Inc.

Notes to the Interim Consolidated Financial Statements

(Unaudited) (Presented in US dollars)

June 30, 2009

7. Financial instruments and risk management

a) Fair value

The Company’s financial instruments include cash, accounts payable, accrued liabilities and amounts due to related parties. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

b) Foreign exchange risk

The Company expects to raise equity predominantly in United States dollars. The Company is conducting business in Canada where financial transactions are based on the Canadian dollar. As such, the Company is subject to risks due to fluctuations in the exchange rates for the U.S. and Canadian dollar. The Company does not enter into derivative financial instruments to mitigate its exposure to foreign currency risk.

At June 30, 2009 the Company had a minimal amount of bank indebtedness and $50,185 in accounts payable denominated in Canadian dollars. At June 30, 2009 CDN dollar amounts were converted at a rate of $1.16 Canadian dollars to $1.00 US dollar.

F-11

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Item 2       Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward Looking Statements

This report contains forward-looking statements that involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of precious and base metals, oil and gas, availability of funds, government regulations, operating costs, exploration costs, outcomes of exploration programs and other factors. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. Forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Our actual results may differ materially. In evaluating these statements, you should consider various factors. These factors may cause actual results to differ materially from any forward-looking statement. While these forward-looking statements are made in good faith and reflect our current judgment regarding our business plans, actual results from our operations will almost always vary, sometimes materially, from any future performance suggested herein.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our”, the “Company” and “Scout” mean Scout Exploration, Inc. and its subsidiaries, unless the context clearly requires otherwise.

Current Business

Effective on April 1, 2009, pursuant to a settlement, share sale and release agreement, we agreed to sell our 100% interest in Kerrisdale Resources Ltd. (“Kerrisdale”) back to the original vendor for consideration of $1 and release of both parties from all obligations under the original and amended share purchase agreements.

On June 2, 2009 we entered into a letter of intent to purchase the rights to certain commercial products from Water Wise Environmental Solutions in consideration for issuance of 4,000,000 shares of our common stock, to be issued in four tranches of 1,000,000 each, shares based on meeting certain performance objectives, including raising a minimum of $250,000 by September 30, 2009. Water Wise Environmental Solutions is a research and development and marketing company, focused on creating products that deal with the water shortage issues the world is currently facing.

Results of operations

Administrative expenses for the nine months ended June 30, 2009 were $76,557 as compared to $218,795 for the nine months ended June 30, 2008. The decrease is a result of decreased consulting fees associated with our acquisition of Kerrisdale that took place in 2008.

Discontinued operations represent the oil and gas production operations of our formerly 100% owned subsidiary Kerrisdale which was disposed of with an effective date of April 1, 2009 as discussed above under current business.

13

Liquidity and Capital Resources

As of June 30, 2009, we had cash on hand of $4,960 and negative working capital of $156,174. We will need to obtain additional financing in order to continue our plan of operations.

We believe that debt financing will not be a feasible alternative, as we do not have sufficient unencumbered tangible assets to secure any debt financing. We anticipate that additional financing will be financing from the sale of our common stock. However, we do not have any financing arranged, and nor can we provide investors with any assurance that we will be able to raise sufficient funding from such potential financings. In the absence of such financing, we will not be able to continue our operations and our business plan will then fail.

Future Financing

We anticipate we will continue to rely on sales of our common stock to finance our business operations. Issuances of such additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our common stock or arrange for debt or other financing to fund our planned activities.

Item 3       Quantitative and Qualitative Disclosures about Market Risk

Not applicable

Item 4T     Controls and Procedures

Management’s Report on Internal Control over Financial Reporting

As of June 30, 2009, our management assessed the effectiveness of our internal control over financial reporting. Based on that evaluation, our management concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules, as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses were (i) lack of a functioning audit committee, due to a lack of a majority of independent members; (ii) a lack of a majority of outside directors on our board of directors; and (iii) inadequate segregation of duties consistent with control objectives.

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will increase our personnel resources and technical accounting expertise within the accounting function to address the lack of segregation of duties, when funds are available to us. We plan to appoint one or more outside directors to our board of directors, who shall be appointed to an audit committee, resulting in a fully functioning audit committee, which will undertake the oversight in the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions made by our management, when funds are available to us.

The remediation efforts set out above are largely dependent upon us receiving additional financing to pay the costs of implementing the changes required. If we are unsuccessful in securing such financing, remediation efforts may be adversely affected in a material manner.

14

Changes in Internal Control over Financial Reporting

During the quarter ended June 30, 2009, there were no changes in our internal control over financial reporting or in other factors 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.

Item 2       Unregistered Sales of Equity Securities.

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

Exhibit 31.1	Certification of C.E.O. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certification of C.E.O. Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certification of Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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.

Date:  August 17, 2009

SCOUT EXPLORATION, INC.,

a Nevada corporation

By: /s/ John Roozendaal                                            

Name: John Roozendaal

Title: President and Chief Executive Officer

By: /s/ Jason Walsh                                                    

Name: Jason Walsh

Title: Treasurer and Principal Accounting Officer

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