U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 14(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended September 30, 2005
[ ] TRANSITION UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
COMMISSION FILE NO: 000-22281
24HOLDINGS, INC.
----------------
(Exact name of small business issuer in its charter)
DELAWARE 33-0726608
- ---------------------- -----------------------------
State of incorporation (I.R.S. Employer File Number)
47 School Street, Chatham, New Jersey 07928
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(Address of principal executive offices)
(973) 635-4047
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(Issuer's telephone number, including area code)
Cyberia House
Church Street, Basingstoke
Hampshire RG21 7QN
United Kingdom
(Former name or former address, if changed since last report)
Securities Registered Under Section 12(b) of the Exchange Act: None
Securities Registered Under Section 12(g) of the Exchange Act:
Common Stock, $.001 per share par value
---------------------------------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]
State the number of shares outstanding of each of the issuer's common equity as
of the last practicable date:
OUTSTANDING AT
CLASS NOVEMBER 10, 2005
- ----- -----------------
Common Stock, $.001 par value, net of
Treasury Stock 96,147,396
1
FORM 10-Q
24HOLDINGS, INC.
INDEX
PART I. FINANCIAL INFORMATION
Page
Item 1.
Condensed Consolidated Financial Statements
Balance Sheets as of September 30, 2005 and
December 31, 2004 3
Statements of Operations for the three months and nine
months ended September 30, 2005 and 2004 4
Statements of Cash Flows for the three months ended
September 30, 2005 and 2004 5
Notes to the Unaudited Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Qualitative and Quantitative Disclosures About Market Risk 11
Item 4. Controls and Procedures 11
Part II OTHER INFORMATION 13
Item 1. Legal Proceedings 13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other information 13
Item 6 Exhibits Index 13
Form 10-Q Signature Page 14
Exhibit 31.1 Certification of CEO pursuant to Sec. 302 15
Exhibit 31.2 Certification of CEO pursuant to Sec. 302 16
Exhibit 32.1 Certification of CEO pursuant to Sec. 906 17
Exhibit 32.2 Certification of CFO pursuant to Sec. 906 18
2
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PART 1 - FINANCIAL INFORMATION
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ITEM 1. Financial Statements:
24HOLDINGS, INC.
(FORMERLY KNOWN AS SCOOP, INC.)
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2005 DECEMBER 31,
(UNAUDITED) 2004
ASSETS
------
Cash and cash equivalents $ -- $ 928
Other receivables 100,000 --
Discontinued Operations -- 984,626
Total Current Assets 100,000 984,626
TOTAL ASSETS $ 100,000 $ 985,554
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses -- $ 118,914
Accrued other expenses -- 929,292
Total current liabilities -- 1,048,206
Long term note payable, related party -- 149,976
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 5,000,000 shares authorized,
344,595 shares issued and outstanding at September 30, 2005
no shares issued and outstanding at December 31, 2004 345 --
Common stock, $.001 par value, 100,000,000 shares
authorized, 96,147,396 issued and outstanding 36,742 36,742
Additional paid-in capital 10,592,767 10,363,233
Other comprehensive loss -- (181,785)
Accumulated deficit (10,529,853) (10,429,818)
Total stockholders' equity 100,000 (212,628)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 100,000 $ 985,554
See accompanying notes to the unaudited financial statements.
3
24HOLDINGS, INC.
(FORMERLY KNOWN AS SCOOP, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
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THREE MONTHS ENDED NINE MONTHS ENDED
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September 30, September 30, September 30, September 30,
2005 2004 2005 2004
- --------------------------------------------------------------------------------------------------------------------
REVENUE $ -- $ -- $ -- $ --
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Cost of revenue -- -- -- --
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Gross profit -- -- -- --
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OPERATING EXPENSES
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General and administrative 72,098 26,301 125,838 79,711
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Inter-company Write-offs 56,894
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Gain on Sale of intellectual property rights (606,830) (606,830)
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Total expenses (534,732) 26,301 (424,098) 79,711
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INCOME (LOSS) from CONTINUING OPERATIONS
BEFORE INCOME TAXES 534,732 (26,301) 424,098 (79,711)
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PROVISION FOR INCOME TAXES -- -- -- --
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NET INCOME (LOSS) FROM CONTINUING OPERATIONS
534,732 (26,301) 424,098 (79,711)
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GAIN FROM SALE OF SUBSIDIARY 391,358 -- 391,358
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REALIZED TRANSLATION EXCHANGE LOSS
-- -- (76,490)
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(LOSS) FROM DISCONTINUED OPERATIONS, NET OF
TAXES (643,372) (162,765) (839,001) (273,150)
- --------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) 282,718 (189,066) (100,035) (352,861)
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Net Earnings per share from Continuing
Operations - basic and diluted $ 0.01 $ 0.00 $ 0.00 $ (0.00)
- --------------------------------------------------------------------------------------------------------------------
Net (Loss) per share from Discontinued
Operations - basic and diluted $ (0.01) $ 0.00 $ (0.01) $ (0.00)
- --------------------------------------------------------------------------------------------------------------------
Weighted Average Number of Shares
- --------------------------------------------------------------------------------------------------------------------
Outstanding - basic and diluted 96,147,396 96,147,396 96,147,396 96,147,396
- --------------------------------------------------------------------------------------------------------------------
See accompanying notes to the unaudited financial statements.
4
24HOLDINGS, INC.
(FORMERLY KNOWN AS SCOOP, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 2005 SEPTEMBER 30, 2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (100,035) $ (352,856)
Non-cash items-
Depreciation and amortization -- 49,827
Gain on sale of building -- (180,247)
Foreign currency translation 84,345 8,786
Realized Exchange variances (76,490) --
Gain on Sale of Subsidiary -
discontinued operations, (391,358) --
Gain on Sale of Intellectual Properties (606,830) --
Write-off of intercompany debt 364,139 --
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable 327,752 1,665,451
Loans receivable, related party 386,130 60,000
Inventory 195,409 59,117
Prepaid expenses (83,594) 12,066
Increase (decrease) in liabilities:
Accounts payable (453,274) (1,421,845)
Income taxes payable -- 95,519
Deferred taxes -- (86,800)
-------------- --------------
Total adjustments (253,771) 261,874
Net cash used for operating activities (353,806) (90,982)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of building -- 1,569,032
Due to / from related parties 258,773 --
Net cash provided (used) by investing activities 258,773 1,569,032
CASH FLOWS FROM FINANCING ACTIVITIES
Credit facility -- (1,048,017)
Payment on long-term debt, bank -- (235,576)
Net cash provided (used) by financing activities -- (1,283,594)
NET INCREASE (DECREASE) IN CASH (95,032) 194,456
CASH, BEGINNING OF PERIOD 95,032 147,841
CASH, END OF PERIOD $ -- $ 342,297
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income Taxes paid $ -- $ 30,015
Interest paid $ -- $ 102,537
SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW INFORMATION
Issuance of Convertible Preferred Stock in
satisfaction of debt $ 230,879 $ --
Sale of Intellectual property in satisfaction of debt $ 606,830 $ --
See accompanying notes to the unaudited financial statements.
5
24HOLDINGS INC.
(FORMERLY KNOWN AS SCOOP, INC.)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2005
(1) DESCRIPTION OF BUSINESS:
GENERAL:
24Holdings Inc., formerly known as Scoop, Inc., ("24Holdings" or the
"Company") is a Delaware corporation. The Company's current purpose is
to serve as a vehicle to acquire a business and is currently considered
a "blank check" company inasmuch as the Company is not generating
revenues, does not own an operating business and has no specific
business plan other than to engage in a merger or acquisition
transaction with a yet-to-be identified company or business. The Company
has no employees and no material assets.
INTERIM FINANCIAL STATEMENTS:
The accompanying financial statements include all adjustments
(consisting of only normal recurring accruals), which are, in the
opinion of management, necessary for a fair presentation of the results
of operations for the periods presented. Interim results are not
necessarily indicative of the results to be expected for a full year.
The financial statements should be read in conjunction with the
financial statements included in the annual report of 24Holdings Inc.
and subsidiary (the "Company") on Form 10-K for the year ended December
31, 2004.
BASIS OF PRESENTATION:
The Company's financial statements have been presented on the basis that
the Company will continue as a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal
course of business. The Company incurred net losses of $100,035 and
$486,398 during the nine months ended September 30, 2005 and the year
ended December 31, 2004, respectively, and had an accumulated deficit of
$10,529,853 at September 30, 2005. These factors raise substantial doubt
about the Company's ability to continue as a going concern. The Company
sold its operating subsidiary on September 30, 2005 in exchange for
$100,000.
The Company's current purpose is to serve as a vehicle to acquire a
business and is currently considered a "blank check" company inasmuch as
the Company is not generating revenues, does not own an operating
business and has no specific business plan other than to engage in a
merger or acquisition transaction with a yet-to-be identified company or
business. The Company has no employees and no material assets.
The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
PRINCIPLES OF CONSOLIDATION:
The accompanying consolidated statements include the accounts of
24Holdings Inc. and subsidiaries. All significant intercompany
transactions and accounts have been eliminated.
6
The financial statements of the subsidiary outside the United States
are generally measured using the local currency as the functional
currency. Accordingly, assets and liabilities are translated at
year-end exchange rates, and operating statement items are translated
at average exchange rates prevailing during the year. The resulting
translation adjustments are recorded as other comprehensive income.
Exchange adjustments resulting from foreign currency transactions are
included in the determination of net income (loss).
As discussed, the Company sold its subsidiary on September 30, 2005.
RECENT ACCOUNTING PRONOUNCEMENTS:
In May 2005, the FASB issued SFAS No.154, :Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board
Opinions No. 20 "Accounting Changes" and SFAS No. 3, "Reporting
Accounting Changes in Interim Financial Statements - An Amendment of
APB Opinion No. 28." SFAS 154 provides guidance on the accounting for
and reporting of accounting changes and error corrections. It
establishes retrospective application, for the latest practicable date,
as the required method for reporting a change in accounting principle
and the reporting of a correction of an error. SFAS 154 is effective
for accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005 and is required to be adopted by the
Company in the first quarter of 2006. The Company is currently
evaluating the effect that the adoption of SFAS 154 will have on its
consolidated results of operations and financial condition but does not
expect it to have a material impact.
In March 2005, the staff of the SEC issued Staff Accounting Bulletin
No. 107 ("SAB 107"). The interpretations in SAB 107 expresses views of
the staff regarding the interaction between SFAS 123R and certain SEC
rules and regulations and provide the staff's views regarding the
valuation of share-based payment arrangements for public companies. In
particular SAB 107 provides guidance related to share-based payment
transactions with non-employees, the transition from public entity
status, valuation methods (including assumptions such as expected
volatility and expected term), the accounting for certain redeemable
financial instruments issued under share-based payment arrangements,
the classification of compensation expense, non GAAP financial
measures, first-time adoption of SFAS 123R in an interim period,
capitalization of compensation cost related to share-based payment
arrangements, the accounting for income tax effects of share-based
payment arrangements upon adoption of SFAS 123R, the modification of
employees share options prior to adoption of SFAS 123R and disclosures
in Management's Discussion and Analysis subsequent to adoption of SFAS
123R.
7
24HOLDINGS INC.
(FORMERLY KNOWN AS SCOOP, INC.)
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2005
(2) ISSUANCE OF PREFERRED STOCK:
On September 30, 2005 the Company sold 344,595 shares of Series A
Preferred Stock to Infinicom AB for discharge of $230,879 of debt. Each
share of Preferred Stock is convertible into 100 shares of Common Stock
at the option of the holder. The holders of the Series A Preferred
Stock, $.001 par value have one vote for each share of Common Stock into
which such Series A Preferred Stock could then be converted.
(3) CHANGE OF OWNERSHIP OF 24HOLDINGS INC:
The majority stockholder of the Company, InfiniCom AB, entered into a
Common Stock Purchase Agreement dated as of May 26, 2005, by and among
InfiniCom, the Company, Moyo Partners, LLC and R&R Biotech Partners LLC
(the "Purchase Agreement"), to sell all of its shares of the Company's
Common Stock to Moyo Partners, LLC and R&R Biotech Partners LLC.
Effective September 30, 2005, Infinicom completed the sale to Moyo
Partners LLC and R&R Biotech Partners LLC of all of its shares in
24Holdings Inc. The Purchasers acquired 74,711,681 shares of Common
Stock of the Company ( which represented 77.7% of the 96,147,395 shares
of Common Stock then outstanding ) and 344,595 shares of Preferred
Stock, constituting 83.6% in the aggregate of the then issued and
outstanding Common Stock of the Company, (assuming conversion of the
Preferred Stock into 34,459,500 shares of Common Stock). The purchase
price was $500,000 in cash and 1% of the outstanding shares of Common
Stock of the Company following the occurrence of one of several possible
post-closing events. As a result, the Purchasers acquired control of the
Company from Infinicom.
The closing under the Purchase Agreement was contingent on the
contemporaneous purchase by Infinicom of all the issued and outstanding
capital stock of 24Store (Europe) Ltd plus all trademarks and domain
names held by 24Holdings Inc. (see Note 4 below).
Effective September 30, 2005 Urban von Euler resigned as President and a
Director of the Company. However he agreed to continue as Chief
Executive Officer of the Company through the filing date of this report.
Also, effective September 30, 2005, Larsake Sandin resigned as a
Director and each of Arnold Kling and Kirk Warshaw were appointed as
Directors of the Company.
Effective on the date this report is filed, Arnold P. Kling and Kirk M.
Warshaw will become the President, and Chief Financial Officer and
Secretary of the Company, respectively. The Company's officers will only
be required to devote a small portion of their time (less than 10%) to
its affairs on a part-time or as-needed basis. The Company expects to
use outside consultants, advisors, attorneys and accountants as
necessary, none of which will be hired on a retainer basis. The Company
does not anticipate hiring any full-time employees as long as it is
seeking and evaluating business opportunities.
8
The Company does not expect management to play any managerial role in
the Company following a business combination. Although the Company
intends to scrutinize closely the management of a prospective target
business in connection with an evaluation of a business combination with
a target business, the assessment of management may be incorrect. The
Company will be considered as being in the development stage, since its
inception on September 30, 2005, in accordance with Statement of
Financial Accounting Standards No. 7.
(4) SALE OF STOCK IN 24STORE (EUROPE) LTD.:
The Company sold all of the outstanding stock of 24STORE (Europe)
Limited, a Company incorporated under the laws of England formerly known
as 24STORE.com Limited and currently operating in the United Kingdom
("24STORE"), to InfiniCom AB for consideration of $100,000. In
connection with the sale, the Company, 24STORE and InfiniCom also
entered into an Agreement for the Sale and Purchase of Intellectual
Property Rights, pursuant to which the Company and 24STORE agreed to
transfer all of their right, title and interest in certain trademarks
and domain names to InfiniCom AB in consideration of forgiveness of
$606,830 of debt.
(5) SUBSEQUENT EVENTS
On October 25, 2005 the Board of Directors of the Company unanimously
adopted a resolution seeking stockholder approval to amend the Company's
Certificate of Incorporation to effect a reverse stock split of the
Company's Common Stock upon a ration of not less than one-for-twenty nor
more than one-for-one hundred fifty shares at any time prior to October
25, 2006. Not withstanding approval of this proposal by the
stockholders, the Board of Directors may in its sole discretion,
determine not to effect, and abandon, the reverse stock split without
further action by stockholders. This resolution will not become
effective until 20 days after an Information Statement with respect to
this matter is first mailed to stockholders. As the reverse stock split
is not final there have not been any adjustments to the financial
statements.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
USE OF FORWARD-LOOKING STATEMENTS
Some of the statements in this Form 10-Q, including some statements in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business" are forward-looking statements about what may happen
in the future. They include statements regarding our current beliefs, goals, and
expectations about matters such as our expected financial position and operating
results, our business strategy, and our financing plans. These statements can
sometimes be identified by our use of forward-looking words such as
"anticipate," "estimate," "expect," "intend," "may," "will," and similar
expressions. We cannot guarantee that our forward-looking statements will turn
out to be correct or that our beliefs and goals will not change. Our actual
results could be very different from and worse than our expectations for various
reasons. You are urged to carefully consider these factors, as well as other
information contained in this Form 10-Q and in our other periodic reports and
documents filed with the Securities and Exchange Commission.
In our Form 10-K filed with the Securities and Exchange Commission for
the year ended December 31, 2004 and in the Footnotes to the unaudited Financial
Statements for this report, we have identified critical accounting policies and
estimates for our business.
RESULTS OF CONTINUING OPERATIONS
For the Three Months ended September 30, 2005: Continuing Operations
Selling, General and Administrative Expenses - Selling, general and
administrative ("SG&A") expenses for the three months ended September 30, 2005,
were $72,098 compared to $26,301 for the three months ended September 30, 2004.
The increase was due to the incurrence of Legal fees related to the preparation
of a 14C regarding the sales of the stock of 24Holdings Inc.
For the Nine Months ended September 30, 2005: Continuing Operations
Selling, General and Administrative Expenses - SG&A expenses for the nine months
ended September 30, 2005, were $125,838 compared to $79,711 for the nine months
ended September 30, 2004. The increase was due to the incurrence of Legal fees
related to the preparation of a 14C regarding the sales of the stock of
24Holdings Inc.
PLAN OF OPERATION
The Company's current purpose is to serve as a vehicle to acquire a
business and is currently considered a "blank check" company inasmuch as the
Company is not generating revenues, does not own an operating business and has
no specific business plan other than to engage in a merger or acquisition
transaction with a yet-to-be identified company or business. The Company has no
employees and no material assets.
Our officers are only required to devote a small portion of their time
(less than 10%) to our affairs on a part-time or as-needed basis. We expect to
use outside consultants, advisors, attorneys and
10
accountants as necessary, none of which will be hired on a retainer basis. We do
not anticipate hiring any full-time employees as long as we are seeking and
evaluating business opportunities.
We expect our present management to play no managerial role in the
Company following a business combination. Although we intend to scrutinize
closely the management of a prospective target business in connection with our
evaluation of a business combination with a target business, our assessment of
management may be incorrect. The Company is considered as being in the
development stage, since its inception on September 30, 2005, in accordance with
Statement of Financial Accounting Standards No. 7, and its year-end is December
31.
LIQUIDITY AND CAPITAL RESOURCES
The Company had a $0 cash balance at the end of September 2005 compared
to $928 as of December 31, 2004
Because the Company does not have any revenues from any operations
absent a merger or other combination with an operating company and no assurance
can be given that such a merger or other combination will occur or that the
Company can engage in any public or private sales of the Company's equity or
debt securities to raise working capital, the Company is dependent upon future
loans from its present shareholders or management and there can be no assurances
that its present shareholders or management will make any loans to the Company.
At September 30, 2005, the Company had Other Receivables of $100,000 and
positive working capital of $100,000.
The Company's present material commitments are professional and
administrative fees and expenses associated with the preparation of its filings
with the Securities and Exchange Commission and other regulatory requirements.
In the event that the Company engages in any merger or other combination with an
operating company, it will have additional material commitments, although the
Company presently is not engaged in any material discussions regarding any
merger or other combination with an operating company and cannot offer any
assurances that it will engage in any merger or other combination with an
operating company within the next twelve months.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
None
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within specific time periods. As of the end of the fiscal quarter
covered by this report on Form 10-Q. The Company's Chief Executive Officer and
Chief Financial Officer evaluated the effectiveness of these controls and
procedures. Based on the evaluation of the Company's Chief Executive Officer and
Chief Financial Officer concluded that the failure of the Company to have an
audit committee and the failure of the Board to assume the audit committee
functions, results in the absence of an important oversight, constituting a
material weakness in the Company's corporate governance structure. Accordingly,
the Company's controls and procedures are not effective.
11
There were not any significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
the evaluation.
12
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings, which the Company is a party
to.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On September 30, 2005, the Company sold 344,595 shares of newly created
and issued Series A Preferred Stock, par value $.001 (the "Preferred Stock") to
Infinicom in exchange for the discharge of debt owed by the Company to Infinicom
in the amount of $230,879, in a private transaction in reliance upon an
exemption from registration available under Section 4(2) of the Securities Act
of 1933, as amended, and Rule 506 promulgated thereunder. The Company believes
the issuance was exempt from registration because Infinicom is an accredited
investor and the transaction otherwise meets the requirements for exemption from
registration. Each share of Preferred Stock is convertible into one hundred
(100) shares of Common Stock of the Company immediately upon election and
written notice to the Company by the holder of the Preferred Stock.
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
NO. DESCRIPTION
31.1 Certification of CEO Pursuant to Sec. 302
31.2 Certification of CFO pursuant to Sec. 302
32.1 Certification of CEO pursuant to Sec. 906
32.2 Certification of CFO pursuant to Sec. 906
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATE: NOVEMBER 21, 2005 24HOLDINGS INC.
BY: /s/ URBAN VON EULER
------------------------------------
URBAN VON EULER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BY: /s/ ROGER WOODWARD
------------------------------------
ROGER WOODWARD
CHIEF FINANCIAL OFFICER AND SECRETARY
(PRINCIPAL ACCOUNTING OFFICER)
14