SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FIRST AMENDMENT TO
FORM 10-QSB
ON FORM 10-QSB/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended October 31, 1995
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
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Commission File Number: 0-17206
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Management Technologies, Inc.
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(Exact name of Registrant as specified in its Charter)
New York 13-3029797
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
630 Third Avenue
New York, New York 10017
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(Address of principal executive offices)
(212) 983 5620
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(Registrant's telephone number)
(Former Name, Former Address and Former Fiscal Year, if changed since last
Report)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.
Class Outstanding as of December 15, 1995
- -------------------------------------- -----------------------------------
Common Stock, par value $.01 per share 15,773,281
Transitional Small Business Disclosure Format (Check one): Yes No X
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The consolidated financial statements included herein are unaudited, but reflect
all adjustments that, in the opinion of management, are necessary to provide a
fair statement of the results for the periods covered. All such adjustments are
of a normal recurring nature.
Index to Financial Statements (Unaudited):
Consolidated Balance Sheet as of October 31, 1995
Consolidated Statement of Change in Stockholders' Equity
Consolidated Statement of Cash Flows
Notes to Financial Statements
MANAGEMENT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in $'000)
October 31 April 30,
1995 1995
ASSETS (unaudited)
Current assets:
Cash 357 833
Accounts receivable; billed 2,598 4,655
2,085 1,618
unbilled
Prepaid expenses and other current 1,218 1,803
assets
TOTAL CURRENT ASSETS 6,258 8,909
Property and equipment, net of accumulated 1,238 1,810
depreciation
Intangible assets, less accumulated 13,851 14,663
amortization
Capitalized software development 1,031
Other assets 0 1,839
TOTAL ASSETS 22,378 27,221
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable 3,497 2,898
Accrued expenses 3,744 4,545
Taxes payable 2,824 2,053
Note payable on acquisition 2,244 3,607
Deferred income 2,549 3,632
Lease liabilities 95
Other current liabilities 630 1,180
TOTAL CURRENT LIABILITIES 15,583 17,915
Loans payable 0
Non current note payable on acquisition 0 1,766
Other long term liabilities 173 1,521
TOTAL LIABILITIES 15,756 21,202
Stockholders' equity
Common stock $.01 par value. Authorized
shares, 200,000,000
issued shares 19,837,393 195 140
Additional paid in capital 45,371 42,472
Accumulated deficit (38,694) (36,063)
Foreign currency translation adjustment (250) (530)
TOTAL STOCKHOLDERS' EQUITY 6,622 6,019
TOTAL LIABILITIES AND STOCKHOLDERS' 22,378 27,221
EQUITY
The accompanying notes are an integral part of these financial
statements
MANAGEMENT TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In $000 except share data)
Additio
nal
Common Stock paid inRetaine Transla Total
d tion
stock amount capitalEarning Adjustm
s ent
Balances at July 16,362,732 160 43,613(36,578) (429) 6,766
31, 1995
Sale of common 100,000 1 99 100
shares
Shares subscribed 3,374,661 34 1,659 1,693
but not issued
Net income (loss) (2,116) (2,116)
for the year
Translation 179 179
adjustment
Balances at 19,837,393 195 45,371(38,694) (250) 6,622
October 31, 1995
Less shares to be 4,086,326
issued
Total issued and 15,751,067
outstanding at
October 31, 1995
The accompanying notes are an integral part of these financial
statements
MANAGEMENT TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended October 31, 1995 and 1994
(in $'000)
1995 1994
(unaudited) (unaudited)
Revenues
Software products 1,494 3,572
Maintenance fees 1,735 854
Customer service fees 1,285 523
TOTAL REVENUE 4,514 4,949
Cost and
expenses
Costs of software 526 93
products
Costs of 1,115 650
maintenance
Costs of customer 874 335
service
Selling, general and 4,578 2,719
administrative
Amortization of 184 87
Intangible assets
Depreciati 244 91
on
Write off of acquired research and
development
TOTAL COSTS AND EXPENSES 7,521 3,975
LOSS FROM OPERATIONS (3,007) 974
Profit on disposal of/(write down of investment 1,064
in) affiliate
Interest (173) (106)
(expense)
NET LOSS (2,116) 868
Net profit/loss per share (0.12) 0.15
outstanding
Net profit per share, fully diluted 0.08
Weighted average number of common shares 18,100,062 5,858,810
outstanding
Weighted average number of common shares and 10,984,460
common share equivalents outstanding
The accompanying notes are an integral part of these financial
statements
MANAGEMENT TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Six months ended October 31, 1995 and 1994
(in $'000)
1995 1994
(unaudit (unaudit
ed) ed)
Revenues
Software products 4,847 3,883
Maintenance fees 3,782 1,208
Customer service fees 3,078 675
Total Revenues 11,707 5,766
Cost and expenses
Costs of software products 1,219 99
Costs of maintenance 2,171 916
Costs of customer service 1,671 424
Selling, general and administrative 9,003 3,920
Amortization of Intangible assets 369 103
Depreciation 507 117
Write off of acquired research and development 7,000
Total costs and expenses 14,940 12,579
Loss from (3,233) (6,813)
operations
Profit on disposal of/(write down of investment in) 1,064 (1,112)
affiliate
Interest expense (462) (126)
Net loss (2,631) (8,051)
Net loss per share outstanding (0.15) (1.71)
Weighted average number of common shares outstanding 17,188,781 4,697,043
The accompanying notes are an integral part of these financial
statements
MANAGEMENT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(in $ 000)
Six months ended October
31,
1995 1994
Cash flow from operating activities
Net income (loss) (2,631) (8,051)
Adjustments to reconcile net income (loss)
to net cash
provided by (used in) operating activities
Capitalization of software development (1,041)
Write off investment in affiliate (923) 647
Depreciation and amortization 1,016 257
Write down of acquired research and 7,000
development
Changes in assets and liabilities net of
effects from acquisitions:
(Increase) Decrease in accounts 2,001 (1,715)
receivable
(Increase) Decrease in unbilled accounts (498) 34
receivable
(Increase) Decrease in other current 560 (488)
assets
Increase (Decrease) in accounts payable 658 (408)
Increase (Decrease) in accrued expenses (777) 1,443
Increase (Decrease) in payroll taxes 810 188
payable
Increase (Decrease) in notes and loans (0) 1,200
payable
Increase (Decrease) in deferred income (1,039) (1,025)
Increase (Decrease) in lease liabilities (242)
Increase/(Decrease) in other liabilities 0
Net cash provided by (used in) operating (2,108) (918)
activities
Cash flows from investing activities:
Payment for Winter Partners net of cash (5,009)
acquired
Cash paid for DESISCo less cash acquired (926)
Proceeds from disposal/(purchase) of fixed 43 (71)
assets
Net cash provided (used in) from investing (884) (5,080)
activities:
Cash flow from financing activities
Proceeds from notes payable 0 1,000
Repayment of notes payable (275) (662)
Proceeds from issuance of common stock 2,596 6,156
Net cash provided in financing activities 2,321 5,080
Effect of exchange rate on cash 195 (195)
INCREASE IN CASH AND CASH EQUIVALENTS (475) 301
CASH AND CASH EQUIVALENTS - BEGINNING OF 833 190
PERIOD
CASH AND CASH EQUIVALENTS - END OF PERIOD 357 491
Supplemental disclosure of cash flow
information
Cash paid during the fiscal quarter for 0
interest
Non-cash financing activities
The accompanying notes are an integral part of these financial
statements
Notes to Financial Statements:
1. The accompanying consolidated financial statements should be read in
conjunction with the Company's financial statements for the fiscal year ended
April 30, 1995, included in the Company's Annual Report on form 10-KSB, as
amended. In the opinion of management, the interim statements reflect all
adjustments which are necessary for a fair statement of the results of the
interim period presented. The interim results are not necessarily indicative of
the results for the full year.
2. Net loss per share for the three months ended October 31, 1995 and for the
six months ended October 31, 1995 are computed based upon the weighted average
number of common shares outstanding and exclude common stock equivalents as they
would be anti-dilutive.
3. Taxes payable comprise payroll deductions plus estimated penalties and
interest for late payment.
4. The Company follows the practices set out in Financial Accounting Standards
Board statement 52 in translating the operations, assets and liabilities of
entities whose accounts are denominated in foreign currencies.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
General
The Company's principal products are IBS-90, Abraxsys, OpenTrade and
TradeWizard. Abraxsys and IBS-90 are back office international banking software
products running on mid range computer systems. Abraxsys and IBS-90 have been
installed at approximately 75 locations in over 30 countries. Abraxsys is a
complete re-development of IBS-90 and is now marketed as the Company's prime
offering to banks to computerize their back office operation. Abraxsys has
reached the technological feasibility phase during the quarter ended July 31,
1995 and its development costs during the quarter ended October 31, 1995 have
been capitalized, accordingly. Abraxsys is written in the industry standard C
language and runs on a variety of platforms and operating systems, the most
significant of which is UNIX. OpenTrade is a software product that provides a
platform for distributing real-time financial information within the trading
room environment. OpenTrade is used by 50 customers supporting 6,000 trading
positions. TradeWizard is an advanced software product for the integration of
information and applications at the users' desktop. It is installed at some
1,000 positions. TradeWizard has reached the technological feasibility stage
during the quarter ended July 31, 1995 and its development costs in the quarter
ended October 31, 1995 have been capitalized, accordingly. The Company also
markets and licenses its ManTec line of integrated software packages for
financial institutions through an agent. The Company no longer directly
supports its ManTec product line. The Company's agent provides support to
certain clients. The ManTec product line runs on IBM and IBM-compatible
mainframe computers.
The Company's revenues consist of license fees for the Company's software
components, maintenance fees and customer service fees. In addition, the Company
earns revenues from the selling other companies' hardware and software products.
The Company accounts for revenue in conformity with Statements of Position
(`SOP') 91-1 and 81-1.
In accordance with SOP 91-1, revenue from IBS-90 and Abraxsys license fees are
recognized upon delivery to the customer, provided no significant vendor
obligations remain and collection of the resulting receivable is deemed
probable.
The Company recognizes revenues from its OpenTrade and TradeWizard products
according to the percentage of completion method as costs are incurred (cost to
cost basis) in conformity with SOP 81-1. A prudent estimate is made of the
profit attributable to work completed and is recognized once the outcome of the
contract can be assessed with reasonable certainty. If the estimate indicates a
loss, the entire loss is accrued immediately. The amount by which revenue
exceeds billings to customers is shown as unbilled accounts receivable.
Maintenance revenues are recognized on an incremental basis over the period of
the contract, the unrecognized portion is recorded as deferred income. Customer
service revenues are recognized as revenue as work is performed and invoiced by
the Company. The Company's contracts with its customers typically provide for
payments to be made pursuant to specified schedules, some of which payments are
received prior to delivery to the customer. Such payments received prior to
delivery are not recognized by the Company as revenue, but are reflected as
deferred income on the Company's consolidated balance sheet. Revenues
recognized in accordance with SOP-91-1 or SOP-81-1 and not yet invoiced are
recorded as accrued income on the Company's consolidated balance sheet.
Cost of software products consisted of the amortization of capitalized software
products, of the cost of third party products included in the Company's
contractual deliverables and of agency commission incurred. Other costs of
software products, such as the costs of making copies from the product masters
and physical packing of the Company's software are immaterial. Costs are
allocated to maintenance and customer service revenues in proportion to their
respective revenues. Management believes that such allocations are reasonable.
Comparison of fiscal quarters
The Company has booked significant sales of its products in the three month
period ending October 31, 1995. However, the Company's lack of working capital
has constrained the Company from completing the work necessary to complete and
recognize income from these sales during the three month period ending October
31, 1995. Consequently the revenue from these sales will be recognized during
the second six months of the current fiscal year. The decrease in revenues to
$4,514,000 for the three month period ending October 31, 1995 from $4,949,000
for the three month period ending October 31, 1994 is primarily due to a backlog
of revenues being recognized in Fiscal 1995 in the then newly acquired Winter
Partners subsidiaries, in addition to the lack of working capital discussed
above.
The increase in revenues to $11,707,000 for the six month period ending October
31, 1995 from $5,766,000 for the six month period ending October 31, 1994 is
primarily due to revenues of the Winter Partners subsidiaries acquired during
the fiscal year ended April 30, 1995.
Costs of software products increased to $526,000 for the three months ended
October 31, 1995 from $93,000 for the three months ended October 31, 1994, and
to $1,219,000 for the six months ended October 31, 1995 from $99,000 for the six
months ended October 31, 1994, due to the incorporation of costs of third party
products delivered with the Company's products in the three month period ended
October 31, 1995 and to the amortization of software recognized on the
acquisition of the Winter Partners subsidiaries purchased during the year ended
April 30, 1995.
Cost of maintenance and customer services increased to $1,989,000 for the three
months ended October 31, 1995 from $985,000 for the three months ended October
31, 1994, and to $3,842,000 for the six months ended October 31, 1995 from
$1,340,000 for the six months ended October 31, 1994 mainly due to the addition
of the maintenance and customer service costs of the Winter Partners
subsidiaries acquired during the fiscal year ended April 30, 1995 and the
consequent increase in the size of the Company and in the number of the
Company's employees.
Selling, general and administrative costs increased to $4,578,000 for the three
months ended October 31, 1995 from $2,719,000 for the three months ended October
31, 1994, and to $9,003,000 for the six months ended October 31, 1995 from
$3,920,000 for the six months ended October 31, 1994, mainly due to the addition
of the selling, general and administrative costs of the Winter Partners
subsidiaries acquired during the fiscal year ended April 30, 1995 and the
consequent increase in the size of the Company and in the number of the
Company's employees.
The Company's profit after costs of revenue, consisting of total revenues minus
costs of software products, costs of maintenance and costs of customer service,
was $1,999,000 for the three month period ended October 31, 1995 compared to
$3,871,000 for the three month period ended October 31, 1994, and $6,646,000 for
the six month period ended October 31, 1995 compared to $4,327,000 for the six
month period ended October 31, 1994. This improvement is a result of the gross
contribution of the Winter Partners subsidiaries acquired during the fiscal year
ended April 30, 1995.
The Company's operating loss was $3,007,000 for the three month period ended
October 31, 1995 compared to an operating profit of $974,000 for the three month
period ended October 31, 1994 resulting from additional costs associated with
the restructuring of the Company's operations and management during the period.
This restructuring has resulted in the achievement of a reduction in annual
operating costs of $5,000,000. The Company's operating loss was $3,233,000 for
the six month period ended October 31, 1995 compared to an operating loss of
$6,813,000 for the six month period ended October 31, 1994 due to the write off,
in 1994 of acquired research and development following on the acquisition of the
Winter Partners subsidiaries.
The Company, as part of an elimination of debt, disposed of its interest in New
Paradigm Software Corporation (`NPSC') during the quarter ended October 31,
1995. Consequently, the Company recognized a profit on disposal of $1,064,000
on disposal. In the six month period ended October 31, 1994, the Company wrote
off its investment in NPSC recognizing a loss of $1,112,000.
The Company incurs expenses in British Pounds, Hong Kong dollars, Singapore
dollars and United States dollars. Similarly, revenues are invoiced in a
variety of currencies, the most significant of which are British Pounds, United
States dollars, Deutsche Marks, French Francs and Swiss Francs. The Company does
not engage in any hedging activity.
The Company is not aware of any current or expected future impact as a result of
new tax laws or the issuance of FASB statements.
Liquidity and Capital Resources
During the three month period ended October 31, 1995 the Company issued stock
for a total consideration of approximately $1,793,000 used to fund working
capital requirements.
At October 31, 1995, the Company had a working capital deficiency of
approximately $9,325,000 as compared to a working capital deficiency of
$9,006,000 at April 30, 1995.
The Company expects to fund continuing operations from current revenues. It
intends, however, to the extent required to re-finance outstanding debt in
fiscal 1996, to continue to sell its securities directly to investors in private
placements and it may, in the future, attempt to arrange an offering through a
placement agent or underwriter.
Effective December 15, 1995 the Company has arranged external staged financing
totalling $8,500,000. The financing includes the issue of stock to management
and staff of the Company together with a convertible debenture with terms
leading to forced conversion on or before December 31, 1997. The Company will,
under the terms of this agreement, receive a total of $2,250,000 immediately
with the full balance due to be received in stages before April 30, 1995. The
effect of this arrangement, if it took effect as of October 31, 1995, would be
to reduce the working capital deficiency to $7,075,000 immediately and to
$1,325,000 by April 30, 1996. The Company expects, by achieving profitable
trading in the second six months of Fiscal 1996, to eliminate the working
capital deficiency by April 30, 1996.
The Company has agreed a revised repayment schedule with Digital Equipment Co.
Limited, the former owner of the Company's subsidiary MTi Trading Systems
Limited. Under the revised schedule, the Company will make monthly payments,
completing the acquisition at the end of January 1996. The Company has pledged
all the tangible and intangible assets of MTi Trading Systems Limited to Digital
Equipment Co. Limited to guarantee its performance under the associated stock
purchase agreement and loan assignment.
The Company's long-term liquidity and its ability to continue as a going concern
will ultimately depend upon the Company's ability to realize sufficient revenues
from operations.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
1. Matter involving Barrington Fludgate
On 26 July 1995, Fludgate commenced an action in the New York State Supreme
Court, New York County claiming breach of contract and a violation of New
York State Labour Law. The action claims specific damages of an aggregate
of $3,500,000 and additional unspecified damages. The Company has
interposed an answer to the complaint, which includes specific affirmative
defences as well as a counterclaim.
The legal action in the New York State Supreme Court is in the preliminary
stages and based upon the information provided by the Company and the prior
legal action which was dismissed in the United States District Court, there
appears to be a meritorious defence to the claim of Mr Fludgate in this
action.
2. Matter involving MCI Telecommunications Corporate (`MCI')
Sublease 335 Madison Avenue
The Company's Landlord, MCI, has asserted a claim for approximately
$426,000 against the Company as a result of past due rent under its
Sublease for space occupied by MTi and/or claimed affiliated companies.
The Company and MCI have settled the matter for the sum of $300,000 payable
on an instalment payment basis. The Company has paid the initial $50,000
and the balance is required to be paid over a six month period. The
Company has agreed to provide a Confession of Judgement which is being held
in escrow by the attorney for MCI. In the event of a default, MCI can
proceed to enter a judgement against the Company for the sum of $507,968
crediting the amount paid by the Company. The difference between the
settlement amount and the confession of judgement or $300,000 has not been
provided for. The Company has not made a certain payment due and has
received a notification of default from MCI.
3. Claim of Howard Schraub
Howard Schraub instituted an action against the Company in the New York
State Supreme Court, New York County for the sum of $184,000. The Company
and Schraub agreed to settle the claim and are in the process of finalizing
the settlement agreement.
4. Claim of Edelson Technology Partners, III (`Edelson')
Edelson has instituted a suit in the New York State Supreme Court, New York
County claiming the sum of Pounds250,000 plus interest and attorneys'
fees. The basis of the suit is a promissory note issued by the Company.
The Company is contesting the action based upon a prior settlement
agreement with the Company.
5. Claim of Registration Rights for Unit Holders of the Company
In 1993 and 1994, the Company completed a Private Placement of units
consisting of one (1) share of Common Stock and three (3) Class `C'
Warrants to purchase three (3) shares of Common Stock at $1.19 per share,
subject to possible substantial exercise price reduction pursuant to the
anti-dilution provision of a certain warrant agreement. The Private
Placement terms involved registration rights to the Unit Holders which
further provided for the Company to use its best efforts to register the
shares and the additional shares underlying the Class `C' Warrants for
Unit Holders. The Company filed a Form S-3 Registration Statement to that
effect in April of 1994. It was compelled to withdraw the Registration
Statement in April 1995 with the understanding that it would refile a new
registration for Unit Holders within a reasonable time. No such
registration statement has been file at this date.
A number of Unit Holders have made claims against the Company, alleging
that the Company agreed to afford Unit Holders options to purchase shares
of Common Stock at a below market price as a form of compensation to Unit
Holders for losses occurring as a result of the Company's not proceeding
with the Registration of their shares. The Company has issued an offer to
Unit Holders to issue to those Unit Holders who were included in the
registration statement which was withdrawn, two shares of the Company's
common stock per unit so that Unit Holders would be compensated for any
loss sustained as a result of the registration which was withdrawn by the
Company. A number of unit holders have returned a favourable response.
The Company is still responsible to file a registration statement. The
cost of such a filing is not expensed but applied against the Additional
Paid in Capital. The Company can reasonably expect to pay $100,000 is
awaiting a response from the Unit Holders as to whether or not they will
agree to the proposed settlement.
6. MTi and IBS Ketel Ltd (`IBS') - matter pending in the New York State
Supreme Court
The Company has commenced an action against IBS in an attempt to rescind
its agreement with IBS and recover the sum of $100,000 paid to IBS. IBS is
in default and the Company is proceeding to enter a judgement. Information
to date is that IBS has discontinued operation of its business so that
collection of a judgement is doubtful.
In addition, Sam Koo, the principal executive officer of IBS has asserted a
claim for $21,607.71 for expenses.
7. Claim of Sharon F Merrill
Ms Merrill received 250,000 shares of restricted stock as a result of the
acquisition of the shares of MTi Merken Inc. in 1992. In that regard, the
Company agreed to use its best efforts to register Ms Merrill's shares
within 180 days from the acquisition date. A claim has been made that the
Company has not used its best efforts and that Ms Merrill has sustained
losses as a result of the price of the shares of MTi and resultantly Ms
Merrill has claimed a loss of $450,000. The Company's position is that it
has used its best efforts with respect of the registration of the shares
owned by Ms Merrill.
8. Rosanne Milazzo (`Milazzo')
Rosanne Milazzo acted as a consultant for the Company to assist in selling
a software product called IBS II Plus. This relationship was terminated by
MTi in August 1994. Milazzo claims breach of contract and damages of
$252,350. Milazzo has filed a law suit against the Company in the New York
State Supreme Court, New York County.
9. Napoleon Securities (`Napoleon')
Napoleon participated in a private placement and raised a claim related to
an alleged agreement under which the Company agree to repurchase the
securities. Napoleon filed suit in the Circuit Court of Cook County,
Illinois.
The Company is not a party to any other material litigation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit 27. Financial Data Schedule
Current reports on Form 8-K filed during the quarter ended October 31, 1995:
FORM REPORT DATE ITEM REPORTED FINANCIAL
STATEMENTS
FILED
8-K August 9, 1995 5, resignation of an None
officer
8-K October 4, 1995 6, resignation of None
directors
8-K August 31, 1995 5, settlement of a major None
contract
8- September 29, 1995 5, debt forgiveness None
K/A
8-K December 1st, 1995 6, resignation of None
directors
SIGNATURE
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized:
Dated: New York, New York
January 11, 1996
Management Technologies, Inc.
(Registrant)
By: /s/ Peter Morris
-----------------
Peter Morris
President and Chief Operating Officer