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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
| [X] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007 | |
| OR | |
| [ ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the transition period from to | |
Commission File Number 333-137358
FIRSTAR EXPLORATION CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA
(State of other jurisdiction of incorporation or organization)
810 Jewel Street
Blackfoot, Idaho 83221
(Address of principal executive offices)
(208) 785-2729
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 [ ]
The Registrant is a shell company: Yes [ x ] No [ ]
As of September 30, 2007, we had 7,000,000 shares of common stock issued and outstanding.
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| PART I | ||||||
| ITEM 1. | INTERIM FINANCIAL STATEMENTS | |||||
| FIRSTAR EXPLORATION CORPORATION | ||||||
| (An Exploration Stage Company) | ||||||
| BALANCE SHEETS | ||||||
| September 30, | December 31, | |||||
| 2007 | 2006 | |||||
| (unaudited) | ||||||
| ASSETS | ||||||
| CURRENT ASSETS | ||||||
| Cash | $ | 139,937 | $ | 930 | ||
| TOTAL ASSETS | $ | 139,937 | $ | 930 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||
| CURRENT LIABILITIES | ||||||
| Accounts payable | $ | 6,535 | $ | 9,322 | ||
| Advances payable - related party | 21,000 | 1,000 | ||||
| TOTAL LIABILITIES | 27,535 | 10,322 | ||||
| COMMITMENTS AND CONTINGENCIES | - | - | ||||
| STOCKHOLDERS' EQUITY (DEFICIT) | ||||||
| Preferred stock, 100,000,000 shares authorized, | ||||||
| $0.00001 par value; no shares issued and outstanding | - | - | ||||
| Common stock, 100,000,000 shares authorized, | ||||||
| $0.00001 par value; 7,000,000 and 5,000,000 shares at June 30 2007 | 70 | 50 | ||||
| and December 31, 2006, respectively issued and outstanding | ||||||
| Additional paid-in capital | 249,930 | 49,950 | ||||
| Accumulated deficit during exploration stage | (137,598 | ) | (59,392 | ) | ||
| TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 112,402 | (9,392 | ) | |||
| TOTAL LIABILITIES AND | ||||||
| STOCKHOLDERS' EQUITY (DEFICIT) | $ | 139,937 | $ | 930 | ||
The accompanying condensed notes are an integral part of these interim financial statements.
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| FIRSTAR EXPLORATION CORPORATION | ||||||||||||
| (An Exploration Stage Company) | ||||||||||||
| STATEMENTS OF OPERATIONS | ||||||||||||
| From | ||||||||||||
| December 9, | ||||||||||||
| Three Months | Three Months | Nine Months | Nine Months | 2005 | ||||||||
| Ended | Ended | Ended | Ended | (Inception) to | ||||||||
| September 30, | September 30, | September 30, | September 30, | September 30, | ||||||||
| 2007 | 2006 | 2007 | 2006 | 2007 | ||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||||||
| REVENUES | $ | - | $ | - | $ | - | $ | - | $ | - | ||
| EXPENSES | ||||||||||||
| General and administrative expenses | 325 | - | 1,523 | 36 | 1,931 | |||||||
| Professional fees | 13,455 | 4,192 | 33,301 | 11,934 | 79,259 | |||||||
| Lease payments | - | - | 10,000 | 7,500 | 17,500 | |||||||
| Mineral and exploration expense | 10,551 | - | 31,446 | 5,526 | 36,972 | |||||||
| Regulatory fees | 95 | - | 1,945 | - | 1,945 | |||||||
| Total Expenses | 24,426 | 4,192 | 78,215 | 24,996 | 137,607 | |||||||
| OTHER INCOME | ||||||||||||
| Interest income | 4 | - | 9 | - | 9 | |||||||
| Total other income | 4 | - | 9 | - | 9 | |||||||
| LOSS FROM OPERATIONS | (24,422 | ) | (4,192 | ) | (78,206 | ) | (24,996 | ) | (137,598 | ) | ||
| LOSS BEFORE TAXES | (24,422 | ) | (4,192 | ) | (78,206 | ) | (24,996 | ) | (137,598 | ) | ||
| INCOME TAX EXPENSE | - | - | - | - | - | |||||||
| NET LOSS | $ | (24,422 | )$ | (4,192 | ) | $ | (78,206 | )$ | (24,996 | )$ | (137,598 | ) |
| NET INCOME (LOSS) PER SHARE, | ||||||||||||
| BASIC AND DILUTED | $ | nil | $ | nil | $ | (0.01 | )$ | nil | ||||
| WEIGHTED AVERAGE NUMBER OF | ||||||||||||
| COMMON SHARES OUTSTANDING, | ||||||||||||
| BASIC AND DILUTED | 7,000,000 | 5,000,000 | 5,888,889 | 5,000,000 | ||||||||
The accompanying condensed notes are an integral part of these interim financial statements.
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| FIRSTAR EXPLORATION CORPORATION | |||||||||||
| (An Exploration Stage Company) | |||||||||||
| STATEMENTS OF CASH FLOWS | |||||||||||
| From | |||||||||||
| December 9, | |||||||||||
| Nine Months | Nine Months | 2005 | |||||||||
| Ended | Ended | (Inception) to | |||||||||
| September 30, | September 30, | September 30, | |||||||||
| 2007 | 2006 | 2007 | |||||||||
| (unaudited) | (unaudited) | (unaudited) | |||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net loss | $ | (78,206 | ) | $ | (24,996 | ) | $ | (137,598 | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities: | |||||||||||
| (Decrease) Increase in accounts payable | (2,787 | ) | 1,692 | 6,535 | |||||||
| Net cash used in operating activities | (80,993 | ) | (23,304 | ) | (131,063 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | - | - | - | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from issuance of common stock | 200,000 | 29,000 | 250,000 | ||||||||
| Proceeds from related party advance payable | 20,000 | 1,000 | 21,000 | ||||||||
| Net cash provided by financing activities | 220,000 | 30,000 | 271,000 | ||||||||
| NET INCREASE IN CASH | 139,007 | 6,696 | 139,937 | ||||||||
| CASH, BEGINNING OF PERIOD | 930 | 803 | - | ||||||||
| CASH, END OF PERIOD | $ | 139,937 | $ | 7,499 | $ | 139,937 | |||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | |||||||||||
| Interest paid | $ | - | $ | - | $ | - | |||||
| Income taxes paid | $ | - | $ | - | $ | - | |||||
The accompanying condensed notes are an integral part of these interim financial statements.
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FIRSTAR EXPLORATION CORPORATION
AN EXPLORATION STAGE COMPANY
CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
NOTE 1 – BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
Firstar Exploration Corporation (hereinafter “the Company”) was incorporated on December 9, 2005 in the State of Nevada. The principal business of the Company is the acquisition, exploration and development of natural resource properties. Upon establishing the existence of proven reserves in one of its properties, the Company plans to actively prepare the site for extraction and enter a development stage.
The Company has been in an exploration stage since its inception on December 9, 2005, and has not realized any revenues from its planned operation. The Company’s year-end is December 31.
The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Regulation S-B as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended December 31, 2006. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the nine-month period ending September 30, 2007 are not necessar ily indicative of the results that may be expected for the year ending December 31, 2007.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Firstar Exploration Corporation is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
Recent Accounting Pronouncements
In February, 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115” (hereinafter “SFAS No. 159”). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. This statement is effective as of the beginning of an entity’s first fiscal year tha t begins after
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FIRSTAR EXPLORATION CORPORATION
AN EXPLORATION STAGE COMPANY
CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
November 15, 2007, although earlier adoption is permitted. Management has not determined the effect that adopting this statement would have on the Company’s financial condition or results of operation.
In September, 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87,88,106, and 132(R)” (hereinafter “SFAS No. 158”). This statement requires an employer to recognize the overfunded or underfunded statues of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not for profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year end statement of financial position, with limited exceptions. The Company does not expect the adoption of this statement to have a significant immediate effect on its financial position or results of operations.
Exploration Stage
The Company has been in the exploration stage since inception on December 9, 2005. The Company has no revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of natural resource properties. Upon establishing the existence of proven reserves in one of its properties, the Company plans to actively prepare the site for extraction and enter a development stage.
Going Concern
At September 30, 2007, the Company had an accumulated deficit during the exploration stage of $137,598. Since its inception, the Company has not generated any revenues nor implemented their business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans are to acquire, explore, and develop natural resource properties. Upon establishing the existence of proven reserves in one of its properties, the Company plans to actively prepare the site for extraction and enter a development stage. The ability of the Company to continue in existence is dependent upon management’s successful development and implementation of its business plan resulting in profitable operations. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any ad justments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
Use of Estimates
The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.
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FIRSTAR EXPLORATION CORPORATION
AN EXPLORATION STAGE COMPANY
CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
Concentration of Credit Risk
The Company maintains its cash in one commercial account at a major financial institution. Although the financial institution is considered creditworthy and has not experienced any losses on its deposits, at September 30, 2007 the Company’s cash balance exceeded Federal Deposit Insurance corporation (FDIC) limits by $31,166.
NOTE 3 – PREFERRED AND COMMON STOCK
Preferred Stock
The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001. As of September 30, 2007, the Company has not issued any preferred stock.
Common Stock
The Company is authorized to issue 100,000,000 shares of common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.
In its initial capitalization in the year ended December 31, 2005, the Company issued 5,000,000 shares of common stock for $50,000, of which $29,000 was recorded as a subscription receivable. This subscription was collected in January 2006.
The Company closed its public offering on June 14, 2007. In the public offering, the Company issued 2,000,000 shares of common stock for $200,000.
NOTE 4 – LEASE AGREEMENT
On February 1, 2006, the Company acquired a twenty-year lease with the option to purchase the related, unpatented mineral claims (known as the Gold Dust Property) situated in White Pine County, Nevada. The lease payment upon execution was $7,500. The Company is committed to spend a minimum of $5,000 in the first year for work on the claim or, alternatively, to pay $5,000 to the lessor. SEE NOTE 6.
Annual lease payments are as follows:
| 2/1/2007 | $ | 10,000 |
| 2/1/2008 | $ | 15,000 |
| 2/1/2009-2025 | $ | 25,000 |
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FIRSTAR EXPLORATION CORPORATION
AN EXPLORATION STAGE COMPANY
CONDENSED NOTES TO THE INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
NOTE 5 – RELATED PARTY TRANSACTIONS
The Company’s majority stockholder advanced the Company $21,000. These advances are non-interest bearing, not collateralized, and considered to be due on demand.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
As a condition of its mining lease, the Company is required to spend the sum $25,000 in 2008 for work commitments on its Gold Dust claims. If these amounts are not expended on the claims, the same amounts are to be paid in cash to the lessor.
The lease also requires a production royalty equal to 2.5% of net smelter returns on all products produced from the claims to be paid to the lessor. As of September 30, 2007, the Company has not paid any fees.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Plan of Operation
We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Since we do not know what we will find under the ground, we cannot tell you if we will be successful. We have started exploration on the property. We raised $200,000 from our direct public offering. The $200,000 in gross proceeds will allow us to conduct our exploration program. If we find mineralized material, we will proceed to create a development program. Development is defined as the preparation of a commercially minable deposit or reserve for extraction which is not already in production. If we do not find mineralized material, we will cease operations.
We will be conducting research in the form of exploration of the property. Our exploration program is explained in as much detail as possible in the business section of our prospectus. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a body of ore, and we have determined it is economical to extract the ore from the land.
We do not have any reserves. Even if we complete our current exploration program and it is successful in identifying a mineral deposit, of which there is no assurance whatsoever, we will have to spend substantial funds for further drilling and engineering studies before we will know if we have a commercially viable mineral deposit. We will make a decision whether to proceed with each successive phase of the exploration program upon completion of the previous phase and upon analysis of the results of that program.
We do not intend to interest other companies in the property if we find mineralized materials.
We intend to try to develop the reserves through the use of mining engineers. If we are unable to complete any phase of exploration because we don't have enough money, we will cease operations until we raise more money. If we can't or don't raise more money, we will cease operations. If we cease operations, we are unsure of what our next plan will be.
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We do not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.
In the event we complete our exploration program prior to the end of one year, and it is anticipated we will do so as reflected in the milestones that follow, if we find mineralized material we will spend the balance of the year creating a program for development of the property. If we do not find mineralized material at the conclusion of our exploration program, we will cease operations.
Milestones
The following are our milestones:
| 1. | We are in the process of finding a geologists to retain to manage the exploration of the property. - Cost $15,000. Time of retention 0-90 days. | |
| 2. | 90-180 days from hiring a geologist, if the geologist feels the report indicates feasibility, we will file a “Notice of Intent” with the BLM to receive permission to drill. Upon approval we will obtain a bond for disturbance. | |
| 3. | 180-210 days, from approval from the BLM we hope to begin core drilling. Core drilling will cost $20 per foot. We will be able to drill 20 holes to the depth of 200 feet. Core drilling will be subcontracted to non-affiliated third parties. An independent third party will analyze the samples from the core drilling and determine if mineralized material is below the ground. If mineralized material is found, we will attempt to define the ore body. We estimate that it will cost up to $5,000 to analyze the core samples and will take about 30 days. | |
The cost of the subcontractors is included in the description of services to be rendered. All funds for the foregoing activities have been obtained from our direct public offering.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of the property, and possible cost overruns due to price and cost increases in services.
To become profitable and competitive, we are conducting research and exploration of the property before we start production of any minerals we may find. We have raised $200,000 to help us to continue our research and exploration phases.
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Results of Operations
From Inception on December 9, 2005
Since inception, paid in capital has paid all our expenses to incorporate us, and for legal and accounting expenses. In January 2006, Mr. Schaefer advanced $1,000 to pay the costs of incorporation, accounting fees and a portion of legal fees for our public offering. In January, 2007, Mr. Schaefer advanced us an additional $20,000 to pay accounting fees, legal fees, lease expense, and begin exploration.
Accounts payable
Accounts payable of $6,535 were booked at September 30, 2007 represented by liabilities for the following expenses:
| Accounting | $ | 3,540 |
| Legal expense | 2,995 | |
| Exploration costs | - | |
| Transfer agent and filing fees | - | |
| Included in expenses to September 30,2007 | $ | 6,535 |
A majority of these liabilities were paid subsequent to the quarter ended September 30, 2007.
Liquidity and Capital Resources
Whatever money we have raised, will be applied to the items set forth in the Use of Proceeds section of our prospectus. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans.
At the present time, we have not made any arrangements to raise additional cash, other than through our direct public offering. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely other than as described in this paragraph, we have no other financing plans.
As of the date of this report, we have yet to begin operations, and therefore, we have not generated any revenues from our business operations.
In addition, we sold 100,000 shares of common stock to Mr. Collins in consideration of $1,000 and 4,900,000 shares of common stock to Coalton Schaefer in consideration of $49,000. In December, 2005, we issued 5,000,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933. This was accounted for as a purchase of shares of common stock, in consideration of $50,000.
On June 14, 2007, we completed our public offering and raised $200,000.
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As of September 30, 2007, our total assets were $139,937 and our total liabilities were $27,535.
ITEM 3. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures- Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.
PART II OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On October 13, 2006, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number 333-137358, permitting us to offer up to a maximum of 2,000,000 shares of common stock at $0.10 per share. There was no underwriter involved in our direct public offering.
On June 14, 2007, we completed our public offering and raised $200,000. Since then we have spent the proceeds as follows:
| Accounting Fees | $ | 20,556 | |
| Legal Fees | 10,498 | ||
| Mining & Exploration Costs | 25,915 | ||
| Regulatory Costs | 1,945 | ||
| General & Administrative | 1,198 | ||
| Total | $ | 60,112 | |
ITEM 6. EXHIBITS.
The following Exhibits are attached hereto:
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and Rule 15d-15(e), promulgated under the Securities Exchange Act of 1934, as amended. |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 302 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 on this 9thday of November, 2007.
FIRSTAR EXPLORATION CORPORATION
BY: LINDA SMITH
Linda Smith, President, Principal Executive
Officer, Secretary, Treasurer, Principal Financial
Officer, Principal Accounting Officer, and a
member of the Board of Directors
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EXHIBIT INDEX
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and Rule 15d-15(e), promulgated under the Securities Exchange Act of 1934, as amended. |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 302 Of The Sarbanes-Oxley Act of 2002. |
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