1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ending September 30, 1996
Commission File Number 33-26019-LA
Long Distance Direct Holdings, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 33-0323376
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
1 Blue Hill Plaza, Pearl River, NY 10965
-----------------------------------------
Issuer's telephone number: 914-620-0765
________________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) 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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of the issuer's common equity, as of September
30, 1996 is 5,108,836.
Transitional small business disclosure Format (check one):
Yes No X
--- ---
2
LONG DISTANCE DIRECT HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
30-Sep
-----------
1996 December 31,
----------- ------------
ASSETS (unaudited) 1995
----------- ------------
CURRENT ASSETS
Cash $ 1,071,995 $ 207,666
Accounts receivable (net of allowance for
doubtful accounts of $287,501 and$163,149,respectively) 1,809,262 1,103,903
Other current assets 407,165 93,229
----------- -----------
Total Current Assets 3,288,422 1,404,798
----------- -----------
PROPERTY AND EQUIPMENT
Furniture and equipment 57,871 54,856
Computer equipment and software 237,293 196,764
Leasehold improvements 38,720 38,720
----------- -----------
333,884 290,340
Less: accumulated depreciation 177,071 129,203
----------- -----------
156,813 161,137
----------- -----------
OTHER ASSETS 35,180 61,790
OFFICER LOAN RECEIVABLE 19,259 --
----------- -----------
3,499,674 $ 1,627,725
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Notes payable - current 570,000 1,165,000
Accounts payable 2,412,777 2,370,081
Accrued expenses 294,923 577,576
Sales and excise taxes payable 466,956 703,143
Loans payable - officers 500,000 74,244
----------- -----------
Total Current Liabilities 4,244,656 4,890,044
----------- -----------
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' DEFICIT
Common stock - par value $.001 per share;
authorized 30,000,000 shares; issued
and outstanding 5,108,836 shares 5,109 3,798
Additional paid in capital 5,163,867 1,429,434
Accumulated deficit (5,913,957) (4,665,551)
----------- -----------
Less: Subscriptions receivable 0 (30,000)
----------- -----------
Total Stockholders' Deficit (744,982) (3,262,319)
----------- -----------
$ 3,499,674 $ 1,627,725
=========== ===========
See notes to Consolidated Financial Statements
3
LONG DISTANCE DIRECT HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS YEAR TO DATE THREE MONTHS YEAR TO DATE
ENDED 9/30/96 9/30/96 ENDED 9/30/95 9/30/95
------------- ------------ ------------- ------------
REVENUES $ 1,266,227 $ 4,729,729 $ 2,045,454 $ 6,931,987
CUSTOMER REBATES AND REFUNDS 12,101 19,690 122,854 342,396
----------- ----------- ----------- -----------
NET REVENUES 1,254,126 4,710,039 1,922,600 6,589,591
COST OF SERVICES 927,934 3,067,743 1,440,378 4,932,971
----------- ----------- ----------- -----------
Gross Profit 326,192 1,642,296 482,222 1,656,620
----------- ----------- ----------- -----------
OPERATING EXPENSES
Sales and marketing 132,190 448,363 87,433 570,686
General and administrative 478,660 1,855,774 695,110 1,997,929
----------- ----------- ----------- -----------
Total Operating Expenses 610,850 2,304,137 782,543 2,568,615
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (284,658) (661,841) (300,321) (911,995)
OTHER EXPENSES (INCOME)
Interest expense 523,956 589,295 86,047 247,506
Interest income (1,118) (2,730) (1,080) (4,018)
Initial public offering costs -- -- -- 377,585
----------- ----------- ----------- -----------
Total Other Expenses (Income) 522,838 586,565 84,967 621,073
----------- ----------- ----------- -----------
NET LOSS $ (807,496) $(1,248,406) $ (385,288) ($1,533,068)
=========== =========== =========== ===========
NET LOSS PER SHARE (.20) (.31) (.11) (.45)
4
LONG DISTANCE DIRECT HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
---------------------------
30-Sep-96 30-Sep-95
----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $(1,248,406) $(1,533,068)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 47,868 41,234
Amortization of note discount 116,000
Imputed interest on personal guarantee
Financing expenses
Provision for doubtful accounts 180,864 252,583
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (829,711) 230,214
(Increase) decrease in other current assets (313,936) 181,982
(Increase) decrease in other assets 26,610 120,376
Increase in accounts payable 42,696 795,277
Increase (decrease) in accrued expenses (339,165) (17,053)
Increase (decrease) in sales and excise
taxes payable (236,187) 20,565
----------- ---------
Total Adjustments to Net Loss (1,420,961) 1,741,178
----------- ---------
Net Cash Used in Operating
Activities (2,669,367) 208,110
----------- ---------
CASH FLOWS USED IN INVESTING ACTIVITIES
Acquisition of property and equipment (43,545) (34,634)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds (payment) of notes payable (595,000) (178,400)
Proceeds (payment) of related party loans 406,497 (57,812)
Proceeds from private placement 3,765,744
---------- ---------
Net Cash Provided by
Financing Activities 3,577,241 (236,212)
---------- ---------
NET INCREASE (DECREASE) IN CASH 864,329 (62,736)
---------- ---------
CASH -- Beginning of Period 207,666 52,015
CASH -- End of Period $1,071,995 $(10,721)
5
LONG DISTANCE DIRECT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of management, the accompanying unaudited financial statements
contain all adjustments necessary to present fairly the Company's position as of
September 30, 1996 and December 31, 1995 and results of its operations and cash
flows for the nine-month periods ending September 30, 1996 and September 30,
1995.
The accounting policies followed by the Company are set forth in Note 2 to the
Company's financial statements in the Form 10-K/A Amendment Number 1 for the
period ending December 31, 1995.
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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion and analysis should be read in conjunction with
the Financial Statements and the notes thereto appearing herein. This report
contains forward-looking statements which involve risks and uncertainties. The
Company's actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those set
forth in this discussion and analysis and elsewhere in this report.
The following discussion and analysis relates to the financial
condition and results of operations of the Company for the two years ended
September 30, 1996. The Company has sustained losses for each of the two years
due to the lack of working capital to finance adequate levels of marketing
expenditure. The Company effected a restructuring in October, 1995 in order to
be able to improve its liquidity and finance its future expansion by subsequent
offerings of shares of its common stock as follows:
In December 1995, the Company completed a private placement of 397,835
shares of common stock at a price of $3.00 per share. Prior to 12/31/95, the
Company raised $806,211 in cash (net of certain expenses) and also issued
shares to convert certain debt, related interest and expenses totaling $374,376.
In the beginning of 1996, an additional 42,000 shares were issued for a total of
$126,000. The proceeds of the offering were utilized for expansion of marketing
activities, working capital and general corporate purposes. The offering closed
in February 1996.
In April, 1996, the Company commenced a private placement for shares of
its common stock at a price of $3.30 per share. The Company sold 505,518 shares
totaling $1,668,209.
In August 1996, the Company commenced a private placement for shares of
its common stock. The Company sold a total of 80.3027 units - each consisting of
5,000 shares of stock - at a price of $16,500 per unit. The Company also issued
to each holder of the first 80.2724 units sold a warrant to purchase, at a price
of $4.00 per share, 5,000 shares of common stock.
Management will use the proceeds from the current and future offerings, if
successful, to improve the financial condition of the Company and provide
increased working capital. Marketing activities will be pursued more
aggressively to increase the Company's customer base. The Company has thus far
used independent sales representatives, sub-contracted telemarketers, and direct
mail to solicit customers. The Company now intends to establish its own in-house
telemarketing facility, has launched a televised marketing program to increase
its independent sales force, and plans to increase its direct mail activity. The
Company believes that the proceeds of the current and future offerings, if
successful, together with cash flow generated from operations, will be
sufficient to meet its anticipated working capital needs for the foreseeable
future.
7
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1995
Gross revenues for the three months ended September 30, 1996 were
$1,266,227 as compared to $2,045,454 for the three months ended September 30,
1995. The decrease of 38% is attributable to the Company's inability to finance
adequate levels of marketing expenditure to offset customer attrition and to the
loss, in October 1995, of its largest customer, L.C. Wegard & Company, which had
generated gross revenue of approximately $150,000 per month, as a result of such
customer's bankruptcy. The Company has taken steps to improve its liquidity and
increase its revenues as discussed above.
During the last quarter of 1996, the Company anticipates taking steps to
increase its customer base and, consequently, its revenues and market share as
follows:
Management has begun to resume the active pursuit of new customers
utilizing the proceeds of its past and current private placements, and will
continue to do so upon the receipt of the remaining proceeds of its current
private placement, if successful, and thus increase its revenues. The Company
intends to increase expenditures on sub-contracted telemarketing and direct mail
activities as well as establish its own in-house telemarketing facility.
The Company has launched a televised marketing program to increase its
independent sales force. In May, 1996, the Company, through its wholly owned
subsidiary, Long Distance Direct Marketing, Inc., entered into a joint venture
arrangement with Guthy-Renker Distribution, Inc., one of the leading
infomercial producers and promoters in the United States, to produce and market
a thirty minute infomercial selling the right to become an independent sales
representative of the Company. Under this contract, the Company is responsible
for financing the cost of production of the infomercial program, while
Guthy-Renker is responsible for financing both the cost of media and the costs
of fulfilling the orders procured by the infomercial. The film has been
completed and test marketing has commenced in the last quarter of 1996 with
encouraging results. If these results are sustained, the Company anticipates
that nationwide screening will begin prior to the end of 1996 with a view to
generating substantial numbers of additional independent sales representatives.
There can be no assurance, however, that such roll-out will be successful or
that representatives recruited by this method will generate significant levels
of telephone service for the Company.
In the first quarter of 1996, Congress passed legislation allowing the
entry of long-distance carriers into the local market and local carriers into
the long distance market to foster greater competition within the telephone
industry. While this may lead to increased competition for the Company in the
long distance market from local carriers, management plans to enter into the
local market in order to increase its overall market share.
8
The Company has also entered the residential market in 1996. Previously,
the Company has sold exclusively to commercial customers. The Company has signed
an agreement with MCI which allows the "LECs" (Local Exchange Carriers) to bill
and collect on behalf of the Company. It is anticipated that the majority of new
business generated from the Company's televised marketing program will be
residential where customers have a preference to receive both local and long
distance usage on one monthly bill. Commercial customers are more open to
receiving separate bills for local and long distance service.
Management believes that the Company's systems are capable of supporting
the anticipated growth in the Company's revenues. The systems were further
upgraded in 1995 to provide quicker response times for the customer service and
collections functions.
Gross profit was $326,192 and $482,222 for the three months ended
September 30, 1996 and 1995, respectively. As a percentage of net sales, the
gross profit margins for the three months ended September 30, 1996 and 1995
were 26% and 25%, respectively. The percentage increase is due to two factors:
extremely favorable pricing received by the Company under its 1996 contract
with MCI; and the loss of the Company's largest customer, L.C. Wegard and
Company, in October, 1995. Since the Company had granted promotional rebates
to this customer in 1995, the result was slimmer profit margins in 1995.
Presently, the Company is in the process of re-negotiating its contract with
AT&T and AT&T has indicated its willingness to grant the Company more
favorable pricing.
For the period September 1994 through August, 1995, the Company operated
under an individually negotiated contract tariff with AT&T for outbound long
distance service. This contract had a three year term and required the purchase
of $1,200,000 per quarter of SDN(Software Defined Network) and DNS(Distributed
Network Service) usage. The Company received volume discounts based on its level
of usage. The new contract signed on September 1, 1995 - which supersedes all
previous contracts with AT&T - encompasses both outbound and inbound service and
is set at a fixed term of four years with a one-year extension. The Company
continues to have a minimum SDN and DNS purchase requirement of $1,200,000 per
quarter for 16 quarters or 20 quarters if the Company extends its contract .
Presently, the Company is in the process of re-negotiating its contract with
AT&T and AT&T has indicated its willingness to grant the Company more favorable
pricing.
The Company has advised AT&T that it may have been significantly
over-billed by AT&T since September, 1992. AT&T has responded by acknowledging
the Company's claims and negotiations are in progress with a view to the
agreement of an appropriate credit. However, until such negotiations are
concluded, no provision for recovery can be reflected in the Company's
financial statements.
On March 1, 1996 the Company signed an individually negotiated agreement
with MCI under which the Company is authorized to resell various MCI services,
including outbound long-distance and local long distance, inbound long-distance,
calling cards, debit cards, teleconferencing and MCI enhanced services. The
agreement is subject to a twelve
9
month ramp period followed by a thirty month service period and supersedes a
prior agreement signed August 1995 under which MCI was unable to provide service
as a result of software problems between MCI and the LECs.
During the first five months of the ramp period, the Company has no
minimum purchase obligations. During the sixth, seventh, and eighth months, the
Company is obliged to purchase $250,000 of services per month, during the ninth
and tenth month $500,000 per month, during the eleventh and twelfth month
$750,000 per month, and during the thirty month service period $1,000,000 per
month. In the event that the Company fails to meet its minimum purchase
requirements, it must pay MCI 15% of the difference between the amount used and
the respective minimum monthly requirement.
The agreement is subject to increases and decreases in the rate of
discount offered to the Company, depending on the proportion of "new business"
(currently non-MCI business) in the Company's total usage. During the first six
months of the agreement, either the Company or MCI may terminate the agreement
at will, with no penalty. In the event that no notice of termination is received
within six months, the agreement is to run for the full forty-two (42) month
term.
Prior to 3/31/96, MCI had been unable to provision the Company's
customers. Subsequent to 3/31/96, MCI commenced providing service and the
benefit of this was reflected in the Company's revenues beginning in the second
quarter. In consideration of its inability to provide service under the August,
1995 contract prior to December 31, 1995, MCI agreed to compensate the Company
in the form of a service credit in an amount not to exceed $1,000,000, to be
applied against its initial usage under the March, 1996 contract.
Sales and marketing expenses were $132,190 and $87,433 for the three
months ended September 30, 1996 and 1995 respectively. As a percentage of gross
sales, sales and marketing expenses increased from 4% for the three months ended
September 30, 1995 to 10% for the three months ended September 30, 1996. The
percentage increase is attributable partially to lower sales in the third
quarter of 1996 and partially to one-time adjustments made at 9/30/95 as
follows: The company wrote off amounts due to one of its telemarketers of
$109,816 after it ceased doing business with this telemarketer . The Company
also wrote off in that quarter $75,000 of commission payable to its independent
sales agents who were no longer active. Management has resumed its acquisition
of accounts upon receipt of funding from its private placements and plans to
pursue marketing techniques more aggressively to increase its customer database
and revenues. The Company intends to establish its own in-house telemarketing
facility, has launched a televised marketing program during 1996 to increase
its independent sales force and has resumed its direct mail activity
General and administrative expenses were $478,660 and $695,110 for the
three months ended September 30, 1996, and 1995 respectively. As a percentage of
gross sales, general and administrative expenses for the three months ended
September 30, 1996 and 1995 were 38% and 34% respectively. Total general and
administrative expenses were reduced by $108,000 at 9/30/96 which represented a
writeoff of amounts payable to two
10
former partners of the Company when litigation was settled in the third quarter.
The principal elements which contributed to the increase in general and
administrative expenses are mainly related to the Company's expansion of its
resources in anticipation of increased levels of sales and expenditures
incurred in connection with the Company's plan to reduce significantly its
levels of debt by December 31, 1996. The Company incurred increased audit
and legal fees due to heavier reporting requirements and settlement of
outstanding litigation, and increased costs in relation to penalties and
interest paid to taxing authorities in an attempt to clear old outstanding tax
liabilities. The percentage increase is also attributable to lower sales
levels in the third quarter of 1996.
Interest expense for the three months ended September 30, 1996 and 1995
was $523,956 and $86,047 respectively. For the quarter ending 9/30/95, interest
expense related to accrued interest on indebtedness of the Company in connection
with a note incurred in relation to the purchase of the partnership interest of
two of the original limited partners in LDDLP, and various financing agreements
entered into in 1994 to finance the Company's working capital requirements. The
note payable related to the partnership buyout was paid off in the third quarter
of 1996 when litigation was settled. In addition, a majority of the Company's
outstanding loans were converted to equity under the first private placement. In
the third quarter of 1996, 150,000 shares were granted to a shareholder of the
Company in consideration for such shareholder making a loan of $500,000 to the
Company. Non-cash interest expense in the amount of $495,000 was recorded as a
result of this transaction. In addition, this loan was converted to equity at
9/30/96.
The Company incurred a net loss of $807,496 for the three months ended
September 30,1996 compared to a net loss of $385,288 for the three months ended
September 30, 1995.
NINE MONTHS ENDED SEPTEMBER 30, 1996 VS. NINE MONTHS ENDED SEPTEMBER 30, 1995
Gross revenues for the nine months ended September 30, 1996 were
$4,729,729 as compared to $6,931,987 for the nine months ended September 30,
1995. The decrease of 32% is attributable to the Company's inability to finance
adequate levels of marketing expenditure to offset customer attrition and to the
loss, in October 1995, of its largest customer, L.C. Wegard & Company, which had
generated gross revenue of approximately $150,000 per month, as a result of such
customer's bankruptcy. The Company has taken steps to increase its revenues as
discussed above.
11
Gross profit was $1,642,296 and $1,656,620 for the nine months ended
September 30, 1996 and 1995, respectively. As a percentage of net sales, the
gross profit margins for the nine months ended September 30, 1996 and 1995 were
35% and 25%, respectively. The percentage increase is due to two factors:
extremely favorable pricing received by the Company under its 1996 contract with
MCI; and the loss of the Company's largest customer, L.C. Wegard and Company, in
October, 1995. Since the Company had granted promotional rebates to this
customer in 1995, the result was slimmer profit margins in 1995. Presently, the
Company is in the process of re-negotiating its contract with AT&T and AT&T has
indicated its willingness to grant the Company more favorable pricing.
Sales and marketing expenses were $448,363 and $570,686 for the nine
months ended September 30, 1996 and 1995 respectively. As a percentage of gross
sales, sales and marketing expenses were 9% and 8% for the nine months ended
September 30, 1996 and September 30, 1995, respectively. The percentage increase
is attributable partially to lower sales in 1996 and partially to one-time
adjustments made at 9/30/95 as follows: The company wrote off amounts due to
one of its telemarketers of $109,816 after it ceased doing business with this
telemarketer . The Company also wrote off $75,000 of commission payable to its
independent sales agents who were no longer active. Management has resumed its
acquisition of accounts upon receipt of funding from its private placements and
plans to pursue marketing techniques more aggressively to increase its customer
database and revenues. The Company intends to establish its own in-house
telemarketing facility, has launched a televised marketing program during 1996
to increase its independent sales force and has resumed its direct mail activity
General and administrative expenses were $1,855,774 and $1,997,929 for the
nine months ended September 30, 1996, and 1995 respectively. As a percentage of
gross sales, general and administrative expenses for the nine months ended
September 30, 1996 and 1995 were 39% and 29% respectively. Total general and
administrative expenses were reduced by $108,000 at 9/30/96 which represented a
writeoff of amounts payable to two former partners of the Company when
litigation was settled in the third quarter. The principal elements which
contributed to the increase in general and administrative expenses are mainly
related to the Company's expansion of its resources in anticipation of increased
levels of sales and expenditures incurred in connection with the Company's plan
to reduce significantly its levels of debt by December 31, 1996. The Company
incurred increased audit and legal fees due to heavier reporting requirements
and settlement of outstanding litigation, and increased costs in relation to
penalties and interest paid to taxing authorities in an attempt to clear old
outstanding tax liabilities. The percentage increase is also attributable to
lower sales levels in 1996.
Interest expense for the nine months ended September 30, 1996 and 1995 was
$589,295 and $247,506 respectively. For the nine months ending 9/30/95, interest
expense related to accrued interest on indebtedness of the Company in connection
with a note incurred in relation to the purchase of the partnership interest of
two of the original limited partners in LDDLP, and various financing agreements
entered into in 1994 to finance the Company's working capital requirements. The
note payable related to the partnership
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buyout was paid off in the third quarter of 1996 when litigation was settled. In
addition,a majority of the Company's outstanding loans were converted to equity
under the first private placement. In the third quarter of 1996, 150,000 shares
were granted to a shareholder of the Company in consideration for such
shareholder making a loan of $500,000 to the Company. Non-cash interest expense
in the amount of $495,000 was recorded as a result of this transaction. In
addition, this loan was converted to equity at 9/30/96.
The Company incurred a net loss of $1,248,406 for the nine months ended
September 30, 1996 compared to a net loss of $1,533,068 for the nine months
ended September 30, 1995. For the nine months ending September 30, 1995, costs
of $377,585 were written off in connection with an initial public offering which
had been planned for the beginning of 1995 but which did not take place. These
amounts had been largely incurred during 1994 but not expensed during that year
and are non-operational in nature.
Although the Company's 1996 sales were lower when compared to the 1995
levels, its loss in 1996 was lower since the Company sacrificed 5% of its
revenues at 9/30/95 to grant promotional rebates to its largest customer, L.C.
Wegard and Company. Since the Company lost this customer in October, 1995, it
granted less than 1% in customer rebates in 1996 which enhanced its profit
margins.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Company had negative working capital of
$956,234 compared to negative working capital of $3,487,749 at September 30,
1995. The Company experienced cash constraints throughout 1995 as a result of
the abandonment of its plans to effect an initial public offering but effected
a restructuring in October, 1995 in order to be able to improve its liquidity
and finance its future expansion. The Company subsequently offered shares of
its common stock. As a part of the restructuring, a majority of the, Company's
loans which were outstanding at 9/30/95 were converted to equity at 12/31/95
under the first private placement. Other loans were repaid in 1996. In the
third quarter of 1996, litigation related to a buyout of two former partners
was settled, and, as a result, the corresponding indebtedness was cleared. In
addition, at 10/31/96, another $850,000 will be converted to equity.
At year end 1996, it is anticipated that the balance sheet will be free
of most of the debt which it carried at 9/30/95. With the proceeds of the
current private placement, management has resumed its aggressive marketing
activities and plans to increase revenues, streamline operating costs, and
bring the Company into a profitable position in 1997, although no assurance
can be given that it will be successful in implementing these plans.
13
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: November 14, 1996 Long Distance Direct Holdings, Inc.
By:/s/ Steven Lampert
--------------------------
Steven Lampert, President
(Principal Executive Officer),
and Director
By:/s/ Michael Preston
--------------------------
Michael Preston, Chief
Financial Officer (Principal
Accounting Officer) and
Director