U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
Commission File No. 000-24262
GREAT WEST GOLD, INC.
(Exact name of small business issuer as specified in its charter)
Wyoming 91-1363905
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3131 East Camelback Road, Suite 200
Phoenix, Arizona 85016
(Address of Principal Executive Offices)
(866) 576-0277
(Issuer's telephone number)
c/o St. James Resource Management Limited
16 Hanover Square
London, W1S 1HT, United Kingdom
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act. Yes |_| No |X|
State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 30, 2005: 14,927,193,220 shares of common stock
outstanding, $0.0001 par value.
Part I-- FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
Item 3. Control and Procedures
Part II-- OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
None.
Signature
Item 1. Financial Information
- -----------------------------
BASIS OF PRESENTATION
The accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the nine
months ended September 30, 2005 are not necessarily indicative of results that
may be expected for the year ending December 31, 2005. The financial statements
are presented on the accrual basis.
GREAT WEST GOLD, INC.
(An Exploration Stage Company)
CONDENDSED BALANCE SHEET
For the period ended September 30, 2005
2005
------------------
(Unaudited)
ASSETS
Current Assets:
Due from a related party $ 124,259
------------------
TOTAL ASSETS $ 124,259
==================
LIABILITIES AND SHAREHOLDERS' DEFICENCY
Current Liabilities:
Accounts payable $ 28,380
Related party payable 1,922,905
------------------
Total Current Liabilities 1,951,285
------------------
Shareholders' Deficiency:
Common stock, $0.0001 par value, 50,000,000,000
shares authorized, 14,927,193,220 issued and outstanding 1,492,720
Additional paid-in capital 11,837,785
Accumulated deficit (15,157,531)
------------------
Total Shareholders' Deficiency (1,827,026)
------------------
Total Liabilities and Shareholders' Deficiency $ 124,259
==================
2
GREAT WEST GOLD, INC.
(An Exploration Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
Period from
January 7, 2004
(inception) to
Three Months Ended September 30, Nine Months Ended September 30, September 30,
2005 2004 2005 2004 2005
-----------------------------------------------------------------------------------
Current Assets:
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
NET SALES $ - $ - $ - $ - $ -
Expenses
General and administrative expenses 270,541 1,870,615 766,613 2,667,876 6,181,983
Arrangement fees - - 400,000 - 400,000
Accounting fees 22,500 1,500 37,500 16,297 64,907
Consulting 470,000 12,436 479,678 41,688 5,075,644
Legal fees 13,453 8,402 20,128 59,199 90,573
Exploration costs 14,000 3,135,392 54,000 3,135,838 3,344,784
----------------------------------------------------------------------------------
LOSS BEFORE PROVISION FOR INCOME TAXES 790,494 5,028,345 1,757,919 5,920,898 15,157,891
Provision for income taxes - - - -
----------------------------------------------------------------------------------
Net loss $ (790,494) $ (5,028,345) $ (1,757,919) $ (5,920,898) $ (15,157,891)
==================================================================================
Loss per share - basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
==================================================================================
Weighted average number of common
shares outstanding - basic and diluted 11,752,413,276 3,471,559,070 10,811,974,028 2,520,394,626 11,752,413,276
==================================================================================
3
GREAT WEST GOLD, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
Period from
January 7, 2004
Nine Months Ended September 30, (inception) to
2005 2004 September 30, 2005
--------------------------------------------------------
(Unaudited) (Unaudited)
Current Assets:
Cash Flows From Operating Activities:
Net Loss $ (1,757,919) $ (5,920,898) $ (15,157,531)
Issuance of common stock for services 3,162,938 7,541,450
Adjustments to reconcile net income to net
cash provided by operating activities:
Loss on disposal of assets - - -
Changes in current assets and liabilities:
Other current assets - - (945)
Increase in pre-paid expenses - (2,285,714) -
Accounts payable (5,626) 7,464 28,380
Related party payable 1,687,804 3,268,122 2,242,905
--------------------------------------------------------
Net Cash Provided by (Used in) Operating Activities (75,741) (1,768,088) (5,345,741)
--------------------------------------------------------
Cash Flows from Investing Activities
Issuance of shareholder advances - (1,750,000) -
Repayment of shareholder advance - 1,750,000 -
Purchase of mining rights - (20,000) -
--------------------------------------------------------
Net Cash Used in Investing Activities - (20,000) -
--------------------------------------------------------
Cash Flows from Financing Activities:
Due from related party (124,259) - (124,259)
Proceeds from sale of shares 200,000 1,750,000
Issuance of common stock - 31,782 5,345,741
--------------------------------------------------------
Net cash provided by Financing Activities 75,741 1,781,782 5,270,000
--------------------------------------------------------
Net Decrease in Cash and Cash Equivalents - (6,306) -
Cash and Cash Equivalents - Beginning of Period $ - $ 6,575 $ -
--------------------------------------------------------
Cash and Cash Equivalents - End of Period $ - $ 269 $ -
========================================================
Non cash transactions:
Common Stock dividend $ 117,468 $ - $ 117,468
========================================================
Common Stock issued for payment of accrued expenses $ 320,000 $ - $ 320,000
========================================================
4
GREAT WEST GOLD, INC.
(A Exploration Stage Company")
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
September 30, 2005
(unaudited)
NOTE A - DESCRIPTION OF THE BUSINESS
Business Activity
- -----------------
In January 2004 the Company was acquired by three foreign companies in a reverse
merger. Since Adven, Inc. was a dormant company, and West Africa Gold, Inc. (the
surviving company from the reverse merger) is expanding its activities into
mining in West Africa, the Company is in the exploration stage. The Company
changed its name to that of Great West Gold, Inc. on October 26, 2004.
The Company abandoned its interests in the Mali project in October 2004 and
subsequently acquired Golden Sierra Limited on August 31, 2004, Western Gold
Limited on September 9, 2004, Golden Eagle Mining Limited on October 24, 2005,
Copperstone Mining Limited on November 3, 2005 and Ambassador Gold Limited on
November 9, 2005. The acquisitions are comprised of Gold Exploration Projects
primarily situated in Arizona, USA.
The Company entered into an agreement to purchase the amount of 100,000,000
shares of restricted Common Stock, representing 71.43% of the outstanding stock
in Western Diversified Mining Resources, Inc. on September 22, 2005. The
completion of this acquisition is subject to the receipt of audited accounts for
Western Diversified Mining Resources, Inc. Upon receipt of those audited
accounts, Great West Gold, Inc. will formally conclude this purchase and file a
Form 8-K. Pursuant to the agreement, the acquisition of the 100,000,000 shares
of Western Diversified Mining Resources, Inc. is in consideration for
8,000,000,000 shares of Great West Gold, Inc. restricted Common Stock.
As the Company is in the exploration stage all exploration costs will be
expensed.
5
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements
- ----------------------------
The interim financial statements presented herein have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission ("SEC").
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to such
rules and regulations. The interim financial statements should be read in
conjunction with the Company's annual financial statements, notes and accounting
policies included in the Company's annual report on Form 10-KSB for the year
ended December 31, 2004 as filed with the SEC. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) which are
necessary to provide a fair presentation of financial position as of September
30, 2005 and the related operating results and cash flows for the interim period
presented have been made. The results of operations, for the period presented
are not necessarily indicative of the results to be expected for the year.
Mineral Property Costs
- ----------------------
Mineral property acquisition, exploration and development costs are expensed as
incurred until such time as economic reserves are quantified. From that time
forward, the Company will capitalize all costs to the extent that future cash
flows from mineral reserves equal or exceed the costs deferred. The deferred
costs will be amortized over the recoverable reserves when a property reaches
commercial production. Costs related to site restoration programs will be
accrued over the life of the project. To date the Company has not established
any proven reserves on its mineral deposits.
NOTE C - SUBSEQUENT EVENTS
On October 3, 2005, the Company sold Western Gold Limited to Windsor Resources,
Inc. in consideration for 200,000,000 shares of Windsor Resources, Inc.
restricted Common Stock. The Company placed 102,000,000 shares of these Windsor
Resources, Inc. shares of restricted Common Stock in Western Diversified Mining
Resources, Inc. pending the completion of the acquisition of Western
Diversified. In the event that the Company does not complete the acquisition of
Western Diversified for any reason such shares shall be returned to the Company.
The balance of 98,000,000 shares of Windsor Resources, Inc. shares of Common
Stock are being distributed to Great West shareholders of record as of November
7, 2005. These shares will be distributed to the Great West shareholders at such
time as Windsor Resources, Inc. has officially retained a transfer agent who
will distribute these shares. We expect such distribution to be completed by the
middle of December 2005.
6
On October 6, 2005, the Company sold Golden Sierra Limited to Sentinel
Resources, Inc. in consideration for 200,000,000 shares of Sentinel Resources,
Inc. restricted Common Stock. The Company placed 102,000,000 shares of these
Sentinel Resources, Inc. shares of restricted Common Stock in Western
Diversified Mining Resources, Inc. pending the completion of the acquisition of
Western Diversified. In the event that the Company does not complete the
acquisition of Western Diversified for any reason such shares shall be returned
to the Company. The balance in amount of 98,000,000 shares of Sentinel
Resources, Inc. shares of Common Stock are being distributed to Great West
shareholders of record as of November 14, 2005. These shares will be distributed
to the Great West shareholders at such time as Sentinel Resources, Inc. has
officially retained a transfer agent who will distribute these shares. We expect
such distribution to be completed by the middle of December 2005.
The Company acquired 100% of the outstanding shares in Golden Eagle Limited on
October 24, 2005. Golden Eagle Limited holds the rights to Gold and Silver
Mining Projects which are situated in Imperial County, California and extend to
an area of 3,345 acres. These claims include 2 Lode Claims and 22 Placer Claims
which include the GE Claims, Picacho East and Picacho West Lode Claims. The
Company issued an amount of 7,000,000,000 shares of its restricted stock in
settlement of this acquisition.
The Company acquired 100% of the outstanding shares in Copperstone Mining
Limited on November 3, 2005. Copperstone Mining Limited holds the rights to the
Gold and Silver Mining Exploration Projects which are situated in La Paz County,
Arizona and extend to an area of 5,760 acres. These claims consist of 1 Lode and
36 Placer sites. The Company issued an amount of 7,000,000,000 shares of its
restricted stock in settlement of this acquisition.
On November 15, 2005, the Company sold Copperstone Mining Limited to Copperstone
Mining, Inc. in consideration for 200,000,000 shares of Copperstone Mining, Inc.
restricted Common Stock. The Company placed 102,000,000 shares of these
Copperstone Mining, Inc. shares of restricted Common Stock in Western
Diversified Mining Resources, Inc. pending the completion of the acquisition of
Western Diversified. In the event that the Company does not complete the
acquisition of Western Diversified for any reason such shares shall be returned
to the Company. The balance in amount of 98,000,000 shares of Sentinel
Resources, Inc. shares of Common Stock are being distributed to Great West
shareholders of record as of December 2, 2005. These shares will be distributed
to the Great West shareholders at such time as Copperstone Mining, Inc. has
officially retained a transfer agent who will distribute these shares. We expect
such distribution to be completed by the middle of December 2005. The Company
acquired 100% of the outstanding shares in Ambassador Gold Limited on November
9, 2005. Ambassador Gold Limited holds the rights to the Gold and Silver Mining
Projects which consist of the Ambassador property in Yavapai County, Arizona and
extend to an area of 1,600 acres, include 1 Lode Claim and 10 Placer Claims
which include the AM and Ambassador Lode Claims. The Company issued an amount of
7,000,000,000 shares of its restricted stock in settlement of this acquisition.
7
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations
- --------------------------------------------------------------------------------
INTRODUCTION
We acquired certain rights to prospect for minerals in certain concession areas
in the Republic of Mali and we subsequently terminated its involvement in the
five Malian Mining Projects in order to focus on its Gold Projects in Arizona,
USA, acquired in September 2004.
Pursuant to the Stock Purchase Agreements, we acquired one hundred percent
(100%) of the issued and outstanding shares of common stock of Golden Sierra and
Western Gold in exchange for a total of 4,000,000,000 shares of our common
stock. Pursuant to the Agreement, Golden Sierra and Western Gold became our
wholly owned subsidiaries.
Golden Sierra
Golden Sierra controls one hundred (100%) percent of Mockingbird, Great West,
Hall (Dandy), and Pocahontas, being the gold mining prospects in Mohave County,
Arizona.
The Mockingbird mineralization is tectonically and structurally controlled, an
important feature which may not have received sufficient attention from previous
owners of the property. Mockingbird is an historic gold producer, with some
15,000 ounces from high-grade ore at an average grade of 0.8 oz/ton being
produced. Most of this production was from the Mockingbird Mine itself, the
centerpiece of the Company's present land position. Other mines which produced
gold at this location included the Great West, the Hall (Dandy) and the
Pocahontas Mines, all of which are included in the Company's property.
The Company's mining title consists of 2,500 acres of mineral rights comprising
a number of federal claims with 3 lode deposits and 16 placer deposits, as well
as the Mockingbird Claims. Significantly, these include the 4 existing mines -
Mockingbird, Great West, Hall (Dandy) and Pocahontas, all of which contributed
significantly to the past gold production in this important gold producing
mining district.
Western Gold
Western Gold controls 100 percent of certain mineral rights relating to the
Bouse property in Arizona. These mineral rights consist of twelve placer claims
spread over 1,300 acres in La Paz County, located just north of the Plomosa
Fault and include the Little Butte, Flat Fault, and Arrastre projects.The 1,300
acre Bouse gold (silver - copper) property situated in the La Paz area of
western Arizona, USA, near the California border.
The mineralizing event at Bouse was a mid-Tertiary epithermal event, causing
complex mineralization of gold, fluorite, barite, and associated metals into
previous copper-specularite mineralization. The prime cause was regional crustal
extension along the Plomosa Fault, just north of the Plomosa Mountains, which
has now been identified as a detachment fault. The "detachment fault" style of
deposit is best seen at Copperstone, the biggest gold discovery in Arizona in
the past 50 years, where 500,000 ounces of gold were profitably by Cyprus Gold
in the open pit there. The Mesquite mine is another of this type.
8
The Company acquired 100% of the outstanding shares in Copperstone Mining
Limited on November 3, 2005. Copperstone Mining Limited holds the rights to the
Gold and Silver Mining Exploration Projects which are situated in La Paz County,
Arizona and extend to an area of 5,760 acres. These claims consist of 1 Lode and
36 Placer sites. The Company issued an amount of 7,000,000,000 shares of its
restricted stock in settlement of this acquisition.
The Company subsequently distributed of 49% of its holdings in Sierra Gold
Limited, Western Gold Limited and Copperstone Mining Limited to its
shareholders. The balance of these shares are held by Western Diversified Mining
Resources, Inc. pending the completion of the acquisition of Western
Diversified. In the event that the Company does not complete the acquisition of
Western Diversified for any reason such shares shall be returned to the Company.
In the event, the acquisition is completed, Western Diversified will be become
our subsidiary and will maintain control of these companies. and it is intended
that the three mining companies will each raise capital from external sources to
fund the mining plans for these projects. It is also anticipated that this will
result in an acceleration of the Company's plans to bring these Gold Mining
Projects to production.
As at September 30, 2005, the Company was indebted to St James Capital Holdings,
Inc. in the amount of US$1,500,000. St James Capital Holdings, Inc. acquired
this debt from Sloane Holdings Limited on June 21, 2005. On October 7, 2005, St
James Capital Holdings, Inc. acquired an additional amount of the Company's debt
from Sloane Holdings Limited in the amount of US $250,000. The Company is now
indebted to St James Capital Holdings, Inc. in the amount of US $1,750,000 based
upon the new and old debt. This loan is interest free, unsecured and has no
fixed terms of repayment.
As at September 30, 2005, the Company was indebted to Sloane Holdings Limited in
the amount of US$384,024. On October 7, 2005, Sloane Holdings Limited sold
$250,000 worth of its debt to St. James Capital Holdings, Inc, and therefore now
has $134,024 of debt owing to Sloane Holdings Limited which is interest free,
unsecured and has no fixed terms of repayment.
On Septemmber 21, 2005, the Company sold 1,200,000,000 shares of its restricted
common stock for an amount of US$200,000 in cash to an Investment Group, the
cash balance of $124,259 at September 30, 2005 is being held by a related party.
The Company settled all outstanding advisory and fund raising fees through the
issuance of 800,000,000 shares of its restricted shares of Common Stock to Glass
Falls Advisory Limited on September 21, 2005.
The Company paid a Stock Dividend to its shareholders of record at July 29, 2005
in the amount of 2,585,438,610 shares of the Company's Common Stock.
The Company acquired 100% of the outstanding shares in Golden Eagle Limited on
October 24, 2005. Golden Eagle Limited holds the rights to Gold and Silver
Mining Projects which are situated in Imperial County, California and extend to
an area of 3,345 acres. These claims include 2 Lode Claims and 22 Placer Claims
which include the GE Claims, Picacho East and Picacho West Lode Claims. The
Company issued an amount of 7,000,000,000 shares of its restricted stock in
settlement of this acquisition.
9
The Company acquired 100% of the outstanding shares in Ambassador Gold Limited
on November 9, 2005. Ambassador Gold Limited holds the rights to the Gold and
Silver Mining Projects which consist of the Ambassador property in Yavapai
County, Arizona and extend to an area of 1,600 acres, include 1 Lode Claim and
10 Placer Claims which include the AM and Ambassador Lode Claims. The Company
issued an amount of 7,000,000,000 shares of its restricted stock in settlement
of this acquisition.
In the first quarter of 2006, the Company intends to distribute its shares of
Ambassador Gold Limited and Golden Eagle Mining Limited in the same manner as it
has with Western Gold Limited, Golden Sierra Limited and with Copperstone Mining
Limited. The Company intends to distribute 49% of its the shares in these
companies to its shareholders and the balance will be held in Western
Diversified Holdings, Inc.
The Company is attempting to create value for its shareholders through the
distribution of the shares in these five Gold Mining Exploration Companies so
that our shareholders will own shares in these five separate Companies. It is
the ultimate intention of these companies to take the necessary steps to have
their shares quoted on the Pink Sheets or OTC Bulletin Board. This will allow
these individuals companies to be in a position to focus on raising capital of
their individual mining projects which the Company cannot do at this point.
This plan in respect of Western Diversified Mining Resources, Inc. would create
a "Mining House" with its shareholdings in the five Mining Exploration
companies. It is intended that Western Diversified Mining Resources, Inc. would
then take the necessary steps to have its shares quoted on the OTCBB.
The Company's shareholders would then remain as shareholders of Great West Gold
but would also own shares of the five mining exploration companies as well as
Western Diversified Mining Resources, Inc.
Critical Accounting Policies
Great West Gold's financial statements and related public financial information
are based on the application of accounting principles generally accepted in the
United States ("GAAP"). GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenue and expense amounts reported. These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition. We believe our use if estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.
Our significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, Great West Gold views certain of these
policies as critical. Policies determined to be critical are those policies that
have the most significant impact on Great West Gold's consolidated financial
statements and require management to use a greater degree of judgment and
estimates. Actual results may differ from those estimates. Our management
believes that given current facts and circumstances, it is unlikely that
applying any other reasonable judgments or estimate methodologies would cause
effect on our consolidated results of operations, financial position or
liquidity for the periods presented in this report.
10
Item 3. Controls and Procedures
- -------------------------------
(a) Evaluation of disclosure controls and procedures
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule[13a-14(c)/15d-14(c)]under
the Exchange Act) within 90 days prior to the filing date of this report. Based
upon that evaluation, the Certifying Officers concluded that our disclosure
controls and procedures are effective in timely alerting them to material
information relative to our company required to be disclosed in our periodic
filings with the SEC.
(b) Changes in internal controls
Our Certifying Officer has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of his evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.
11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
CLARIFICATION ON THE SHAREHOLDING OF HANOVER CAPITAL GROUP PLC:-
The Company announced on June 15, 2004 that Hanover Capital Group plc intended
to distribute its entire shareholding in Great West Gold, Inc. to its
shareholders. Hanover Capital Group plc confirmed that this shareholding in
Great West Gold, Inc. was not distributed to the Hanover Capital Group plc
shareholders due to the huge slide in the price of the Great West Gold, Inc.
stock price at that time and the huge cost of this distribution which would not
have been of benefit to Hanover Capital Group plc shareholders.
Item 6. Exhibits and Reports of Form 8-K.
(a) Exhibits
31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act
of 2002
32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act
of 2002
(b) Reports of Form 8-K
12
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.
GREAT WEST GOLD, INC.
Date: December 2, 2005 /s/ Richard Axtell
--------------
Richard Axtell
President, Secretary and Director
13