UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For quarterly period ended March 31, 2006
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
From the transition period from to
Commission File No. 000-49900
RIVAL TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of N/A
incorporation or organization) (IRS Employer Identification No.)
3155 East Patrick Lane, Suite 1, Las Vegas, Nevada 89120
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (888) 989-0584
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 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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of April 4, 2006, Rival Technologies, Inc. had a total of 44,827,834
shares of common stock outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements................................................2
Item 2. Management's Discussion and Analysis or Plan of Operation..........19
Item 3. Controls and Procedures............................................20
PART II: OTHER INFORMATION
Item 6. Exhibits...........................................................20
Signatures..................................................................21
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
All amounts in this report are expressed in Canadian dollars, except where
specifically indicated in United States dollars. The unaudited consolidated
financial statements do not include all disclosures required by generally
accepted accounting principles in the United States of America and should be
read in conjunction with the audited consolidated financial statements for the
year ended December 31, 2005.
2
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
MARCH 31, 2006
CONTENTS
- -----------------------------------------------------------------------------
Consolidated Balance Sheets 4
Consolidated Statements of Operations 5
Consolidated Statements of Stockholders' Equity (Deficit) 6-7
Consolidated Statements of Cash Flows 8
Notes to Financial Statements 9-18
- ------------------------------------------------------------------------------
3
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Expressed in Canadian dollars)
MARCH 31
==============================================================================
2006 2005
------------- -------------
ASSETS
Current
Cash and cash equivalents $ 686,561 $ 933,691
Receivables 8,623 20,248
Prepaid expenses 10,583 6,070
------------- -------------
Total current assets 705,767 960,009
Equipment 5,273 7,306
Intangible property 4,000 -
------------- -------------
Total assets $ 715,040 $ 967,315
==============================================================================
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
Current
Accounts payable and accrued liabilities $ 35,355 $ 148,975
Promissory note payable 5,575 5,575
Convertible debentures - 129,762
------------- -------------
Total current liabilities 40,930 284,312
------------- -------------
Minority interest in Subsidiary (27,282) -
------------- -------------
Stockholders equity (deficit)
Common stock
Authorized
100,000,000 common shares without par value
Issued and outstanding
45,227,769 common shares (2005 - 44,491,847) 14,539,863 13,387,251
Additional paid-in capital 261,544 261,544
Accumulated other comprehensive income (12,201) -
Obligation to issue shares - 308,945
Deficit accumulated during the development stage (6,855,326) (5,733,304)
Deficit (7,232,488) (7,232,488)
------------- -------------
Total deficiency in assets 701,392 683,003
------------- -------------
Total liabilities and deficiency in assets $ 715,040 $ 967,315
==============================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
4
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in Canadian dollars)
==============================================================================
Cumulative
Amounts From
Beginning of
Development
Three Three Stage (April 1,
Months Ended Months Ended 2003) to
March 31, March 31, March 31,
2006 2005 2006
- -----------------------------------------------------------------------------
EXPENSES
Accounting and legal $ 2,251 $ 9,372 $ 199,207
Amortization of beneficial
conversion feature - 23,625 82,622
Consulting 83,841 4,494 536,742
Depreciation 508 438 3,935
Finders' fees - - 665,000
Investor relations 53,391 19,086 540,361
Office and miscellaneous 5,926 8,025 51,866
Management and director fees 3,468 3,650 42,906
Regulatory fees 1,715 8,617 54,321
Rent 1,857 2,850 26,283
Research and development - 36,955 287,457
Stockholder costs - 3,765 7,899
Telephone and utilities 1,031 1,850 11,016
Travel and related 4,756 862 29,628
Website design and maintenance 504 86 3,442
------------- --------------- --------------
Loss before other items (159,248) (123,675) (2,542,685)
OTHER ITEMS
Gain (loss) of Subsidiary (23,596) - (46,923)
Foreign exchange gain (loss) 5,354 (21,717) (84,353)
Impairment of intangible property - - (4,160,000)
Interest expense - (3,068) (21,564)
Interest income 30 22 199
------------- --------------- --------------
(18,212) (24,763) (4,312,641)
------------- --------------- --------------
Loss before income taxes (177,460) (148,438) (6,855,326)
Provision for income taxes - - -
------------- --------------- --------------
Net loss for period $ (177,460) $ (148,438) $ (6,855,326)
==============================================================================
Basic and diluted net
loss per common share $ (0.00) $ (0.00)
==============================================================================
Weighted average number of
common shares outstanding -
basic and diluted 43,944,239 43,818,564
==============================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
5
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(Expressed in Canadian Dollars)
================================================================================================================================
Share
Subscriptions Deficit
Received Accumulated
Common Stock in Obligation Accumulated During the
--------------------------- Advance to Issue Other Development
Number Amount Additional (as Shares (as Compre- Stage Total
(as Restated (as restated Paid-in restated restated hensive (as restated (as restated
Note 3) Note 3) Capital Note 3) Note 3) Income Note 3) Deficit Note 3)
- --------------------------------------------------------------------------------------------------------------------------------
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Balance,
April 1, 2003
(beginning of
development
stage) 6,283,934 $ 7,008,249 $ 105,000 $ - $ - $ - $ - $ (7,232,488) $ (119,239)
Common stock
issued for
intangible
property at
$0.001 per
share, May
2003 35,000,000 4,550,000 - - - - - - 4,550,000
Common stock
issued on
exercise
of warrants at
$0.15 per share,
July 2003 70,000 10,500 - - - - - - 10,500
Common stock
issued for
services at
$0.24 per share,
August 2003 1,061,000 255,670 - - - - - - 255,670
Common stock
issued for
cash at US$0.20
per share,
November 2003 168,000 45,558 - - - - - - 45,558
Settlement of
accounts payable
to an officer
of the Company - - - - - - - - 54,744
Share
subscriptions
received,
December 2003 - - - 1,948 - - - - 1,948
Loss for
the period - - - - - - (4,805,813) - (4,805,813)
------------ ------------ --------- --------- ----------- ----------- ------------- ------------- --------------
Balance,
December 31,
2003 42,582,934 11,869,977 159,744 1,948 - - (4,805,813) (7,232,488) (6,632)
Common stock
issued for
cash at US$0.25
per share,
June 2004 46,900 15,609 - (1,948) - - - - 13,661
Settlement of
convertible
debentures,
June 2004 30,000 13,729 - - - - - - 13,729
Beneficial
conversion
feature of
convertible
debentures,
June 2004 - - 94,300 - - - - - 94,300
Contributed
capital on
settlement
of accounts
payable,
June 2004 - - 7,500 - - - - - 7,500
Common stock
issued on
exercise
of warrants
at US$0.30
per share,
December 2004 168,000 66,075 - - - - - - 66,075
Common stock
issued, net of
issue costs,
December 2004 182,399 110,039 - - - - - - 110,039
Obligation to
issue 250,000
shares of
common stock - - - - 308,945 - - - 308,945
Loss for
the period - - - - - - (779,053) - (779,053)
------------ ------------ --------- --------- ----------- ----------- ------------- ------------- --------------
Balance,
December 31,
2004 43,010,233 $12,075,429 $ 261,544 $ - $ 308,945 $ - $ (5,584,866) $ (7,232,488) $ (171,436)
================================================================================================================================
The accompanying notes are an integral part of these consolidated financial statements.
12
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(Expressed in Canadian Dollars)
================================================================================================================================
Share
Subscriptions Deficit
Received Accumulated
Common Stock in Obligation Accumulated During the
--------------------------- Advance to Issue Other Development
Number Amount Additional (as Shares (as Compre- Stage Total
(as Restated (as restated Paid-in restated restated hensive (as restated (as restated
Note 3) Note 3) Capital Note 3) Note 3) Income Note 3) Deficit Note 3)
- --------------------------------------------------------------------------------------------------------------------------------
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c>
Continued...
Balance,
December 31,
2004 43,010,233 $ 12,075,429 $ 261,544 $ - $ 308,945 $ - $ (5,584,866) $ (7,232,488) $ (171,436)
Common stock
returned to
treasury and
Cancelled (3,000,000) (390,000) - - - - - - (390,000)
Issuance of
Reg S stock 2,530,659 3,464,433 - - - - - - 3,464,433
Selling
expenses of
Reg S stock - (2,000,619) - - - - - - (2,000,619)
Common stock
issued for
services 940,000 1,184,797 - - (308,945) - - - 875,852
Common stock
issued on
exercise of
warrants 24,900 10,464 - - - - - - 10,464
Foreign
currency
translation
adjustments - - - - - (27,938) - - (27,938)
Loss for the
period - - - - - - (1,093,000) - (1,093,000)
------------ ------------- --------- --------- ----------- ----------- -------------- ------------- --------------
Balance,
December 31,
2005 43,505,792 14,344,504 261,544 - - (27,938) (6,677,866) (7,232,488) 667,756
Issuance of
Reg S stock 1,721,977 741,272 - - - - - - 741,272
Selling
expenses of
Reg S stock - (545,913) - - - - - - (545,913)
Foreign
currency
translation
adjustments - - - - - 15,737 - - 15,737
Loss for
the period - - - - - - (177,460) - (177,460)
------------ ------------- --------- --------- ----------- ----------- -------------- ------------- --------------
Balance,
March 31,
2006 45,227,769 $ 14,539,863 $ 261,544 $ - $ - $ (12,201)$ (6,855,326) $ (7,232,488) $ 701,392
================================================================================================================================
The accompanying notes are an integral part of these consolidated financial statements
7
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian dollars)
======================================================================================
Cumulative
Amounts From
Beginning of
Development
Three Three Stage (April ,
Months Ended Months Ended 2003) to
March 31, March 31, March 31,
2006 2005 2006
------------- ------------- --------------
<s> <c> <c> <c>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for period $ (177,460) $ (148,438) $ (6,855,326)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization of beneficial conversion feature - 23,625 82,622
Depreciation 508 438 3,935
Shares issued for services - 9,417 1,377,147
Impairment of intangible property - - 4,160,000
Minority interest (15,730) - (31,282)
Changes in assets and liabilities:
(Increase) decrease in receivables and
prepayments (5,528) (4,304) (8,623)
(Increase) decrease in prepaid expenses 29,487 (6,000) 52,737
Increase (decrease) in accounts payable
and accrued liabilities (68,879) 5,688 (23,687)
------------- ------------- --------------
Net cash used in operating activities (237,602) (119,574) (1,242,477)
------------- ------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible debenture - - 24,967
Promissory note payable - - 5,575
Proceeds from issuance of common stock,
net of issue costs 195,359 993,460 1,917,418
Stock subscriptions received - - -
------------- ------------- --------------
Net cash provided by financing activities 195,359 993,460 1,947,960
------------- ------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment - (2,806) (9,208)
------------- ------------- --------------
Net cash used in investing activities - (2,590) (9,208)
------------- ------------- --------------
Change in cash and cash equivalents during period (42,243) 871,080 696,275
Cash and cash equivalents, beginning 741,005 62,611 2,487
------------- ------------- --------------
Cash and cash equivalents, ending $ 698,672 $ 933,691 $ 698,672
=============================================================================================
Supplemental disclosure with respect to cash flows
Settlement of accounts payable to an
officer of the Company $ - $ 54,744 $ 54,744
Shares issued to acquire intangible property - 4,550,000 4,160,000
Shares issued for services - 255,670 1,377,147
Shares issued to settle convertible debenture
and accrued interest payable - 13,729 13,729
Beneficial conversion feature recorded as
additional paid-in capital - 94,300 94,300
Shares issued for subscriptions received in
advance from a prior year - - -
Contributed capital on settlement of accounts
payable - 7,500 7,500
===============================================================================================
The accompanying notes are an integral part of these consolidated financial statements.
8
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
March 31, 2006
==============================================================================
1. OPERATIONS AND GOING CONCERN
Nature of business:
- -------------------
Rival is incorporated under the laws of the State of Nevada as a result of its
amalgamation and merger between Rival Technologies, Inc. a Brittish Columbia
Company ("Rival BC") and Rival Technologies, Inc. a Nevada Company. Tru
Oiltech, Inc. was organized on October 31, 2005 under the laws of the State of
Nevada. The Company currently has limited operations and, in accordance with
Statement of Financial Accounting Standard (SFAS) No. 7, "Accounting and
Reporting by Development Stage Enterprises," is considered a Development Stage
Enterprise.
The Company was the exclusive licensed manufacturer and distributor worldwide
of a brand of fire extinguishants and fire retardant products. The license
agreement was terminated December 1999. During the three years ended December
2002, all sales were made to customers in North America. The Company does not
expect any further sales of these products and has abandoned this business
effective the three-month period beginning April 1, 2003.
During the period beginning April 1, 2003, the Company acquired a new
technology for reducing diesel emissions and will now focus on developing and
marketing this technology. The Company is considered to be a development
stage company beginning April 1, 2003, as the Company has changed its business
and no longer generates revenues from operations.
These consolidated financial statements have been prepared on the basis of
accounting principles applicable to a going concern, which assumes that the
Company will continue in operation for the foreseeable future and will be able
to realize its assets and discharge its liabilities in the normal course of
operations. The Company's continued existence is dependent upon its ability to
raise substantial capital, maintain adequate financing arrangements and to
generate profitable operations in the future. During 2001, control of the
Company passed to a new group that is actively seeking to raise capital and to
identify possible business acquisitions.
The operations of the Company have primarily been funded by the issuance of
common stock. Continued operations of the Company are dependent on the
Company's ability to complete equity financings or generate profitable
operations in the future. Management's plan in this regard is to secure
additional funds through future equity financings. Such financings may not be
available or may not be available on reasonable terms.
=============================================================================
2005 2004
- -----------------------------------------------------------------------------
Working capital (deficiency) $ 646,423 $ (176,374)
Deficit accumulated during the development stage (6,677,866) (5,584,466)
Deficit (7,232,488) (7,232,488)
=============================================================================
All amounts are expressed in Canadian dollars except for certain per share
amounts denoted in United States dollars ("US$").
9
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
MARCH 31, 2006
==============================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared in conformity with generally
accepted accounting principles in the United States of America. The
significant accounting policies adopted by the Company are as follows:
Basis of presentation
Principles of Consolidation:
- ----------------------------
These consolidated financial statements are presented in Canadian dollars (and
the Company would pay dividends in Canadian dollars, if any) and there are no
exchange restrictions. These consolidated financial statements are also
prepared in conformity with accounting principles generally accepted in the
United States of America and include the accounts of the Company and its
wholly-owned subsidiary, Rival Technologies (Delaware) Inc., its former
subsidiary Tracker Capital Corp. which merged with Rival Technologies
(Delaware) Inc. during 2002, its wholly owned subsidiary, CWI Technology,
(Nevada) Inc., and its 60% owned subsidiary, Tru Oiltech, (Nevada) Inc. All
significant intercompany accounts and transactions have been eliminated.
Use of estimates
The preparation of these financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that could affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the period. Actual results could differ from
those reported.
Foreign currency translation
Transaction amounts denominated in foreign currencies are translated at
exchange rates prevailing at transaction dates. Carrying values of monetary
assets and liabilities are adjusted at each balance sheet date to reflect the
exchange rate at that date. Non-monetary assets and liabilities are
translated at the exchange rate on the original transaction date. Gains and
losses from restatement of foreign currency monetary assets and liabilities
are included in the statement of operations. Revenues and expenses are
translated at the rates of exchange prevailing on the dates such items are
recognized in the statement of operations.
Cash and cash equivalents
The Company considers cash held at banks and all highly liquid investments
with original maturities of three months or less to be cash and cash
equivalents.
Equipment
Equipment is carried at cost less accumulated depreciation. Depreciation is
provided using the straight-line method over the following terms:
Furniture and equipment 5 years
Computer equipment 3 years
10
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
MARCH 31, 2006
==============================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
Intangible property
Intangible property is recorded at cost.
The carrying value of intangible property is evaluated for potential permanent
impairment on an ongoing basis at the reporting unit level. In order to
determine whether permanent impairment exists, management considers the
Company's and its subsidiaries' financial condition as well as expected
pre-tax earnings, undiscounted cash flows or market related values. If the
carrying value of intangible property of a reporting unit exceeds the fair
value of the reporting unit, the carrying value of intangible property must be
written down to fair value in the year the impairment is recognized.
Research and development
Research and development costs are expensed as incurred.
Income taxes
A deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carryforwards.
Deferred tax expenses (benefit) result from the net change during the period
of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion
of management, it is more likely than not that some portion or all of the
deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of
enactment.
Net loss per share
Basic net loss per share is computed by dividing net loss attributable to
common stockholders by the weighted average number of shares of common stock
outstanding during the period. Diluted net loss per share takes into
consideration shares of common stock outstanding (computed under basic loss
per share) and potentially dilutive shares of common stock. The dilutive
effect of 46,900 (2003 168,000) warrants is not reflected in net loss per
share as the effect would be anti-dilutive.
New accounting pronouncements
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Financial Interpretation No. 46 "Consolidation of Variable Interest Entities"
("FIN 46") (revised in December 17, 2003). The objective of FIN 46 is to
improve financial reporting by companies involved with variable interest
entities. A variable interest entity is a corporation, partnership, trust, or
any other legal structure used for business purposes that either (a) does not
have equity investors with voting rights or (b) has equity investors that do
not provide sufficient financial resources for the entity to support its
activities. FIN 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. FIN 46 also requires disclosures about
variable interest entities that a company is not required to consolidate but
in which it has a significant variable interest. The consolidation
requirements of FIN 46 apply immediately to variable interest entities created
after December 15, 2003. The consolidation requirements apply to older
entities in the first fiscal year or interim period beginning after March 15,
2004.
11
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
MARCH 31, 2006
=============================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
New accounting pronouncements (cont'd...)
In December 2004, FASB issued Statement of Financial Accounting Standards No.
153, "Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29"
("SFAS 153") which amends Accounting Principles Board Opinion No. 29,
"Accounting for Nonmonetary Transactions" to eliminate the exception for
nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a
result of the exchange. SFAS 153 is effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005.
In December 2004, FASB issued Statement of Financial Accounting Standards No.
123R, "Share Based Payment" ("SFAS 123R"). SFAS 123R supersedes Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
("APB 25") and its related implementation guidance by requiring entities to
recognize the cost of employee services received in exchange for awards of
equity instruments based on the grant-date fair value of those awards (with
limited exceptions) and revises Statement of Financial Accounting Standards
No. 123 "Accounting for Stock-Based Compensation" ("SFAS 123") as follows:
i) Public entities are required to measure liabilities incurred to employees
in share-based payment transactions at fair value and nonpublic entities
may elect to measure their liabilities to employees incurred in
share-based payment transactions at their intrinsic value whereas under
SFAS 123, all share-based payment liabilities were measured at their
intrinsic value.
ii) Nonpublic entities are required to calculate fair value using an
appropriate industry sector index for the expected volatility of its share
price if it is not practicable to estimate the expected volatility of the
entity's share price.
iii)Entities are required to estimate the number of instruments for which the
requisite service is expected to be rendered as opposed to accounting for
forfeitures as they occur.
iv) Incremental compensation cost for a modification of the terms or
conditions of an award is measured by comparing the fair value of the
modified award with the fair value of the award immediately before the
modification whereas SFAS 123 required that the effects of a modification
be measured as the difference between the fair value of the modified award
at the date it is granted and the award's value immediately before the
modification determined based on the shorter of (1) its remaining
initially estimated expected life or (2) the expected life of the modified
award.
SFAS 123R also clarifies and expands guidance in several areas, including
measuring fair value, classifying an award as equity or as a liability and
attributing compensation cost to reporting periods. SFAS 123R does not change
the accounting guidance for share-based payment transactions with parties
other than employees provided in SFAS 123 as originally issued and Emerging
Issues Task Force No. 96-18 "Accounting for Equity Instruments that are Issued
to Other Than Employees for Acquiring or in Conjunction with Selling, Goods
and Services" ("EITF 96-18"). SFAS 123R also does not address the accounting
for employee share ownership plans which are subject to Statement of Position
93-6, "Employers' Accounting for Employee Stock Ownership Plans". Public
entities (other than those filing as small business issuers) will be required
to apply SFAS 123R as of the first interim or annual reporting period that
begins after June 15, 2005. Public entities that file as small business
issuers will be required to apply SFAS 123R in the first interim or annual
reporting period that begins after December 15, 2005. For nonpublic entities,
SFAS 123R must be applied as of the beginning of the first annual reporting
period beginning after December 15, 2005.
12
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
MARCH 31, 2006
==============================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
New accounting pronouncements (cont'd...)
In May 2005, FASB issued Statement of Financial Accounting Standards No. 154
Accounting for Changes and Error Corrections A Replacement of APB Opinion
No. 20 and FASB Statement No. 3 ("SFAS 154"), which is effective for fiscal
years ending after December 15, 2005. SFAS 154 requires that changes in
accounting policy be accounted for on a retroactive basis.
The adoption of these new pronouncements are not expected to have a material
effect on the Company's consolidated financial position or results of
operations.
Comparative figures
Certain comparative figures have been reclassified to conform with the
presentation adopted in the current year.
3. EQUIPMENT
======================================================================================
2005 2004
-------------------------------- ---------------------------------
Accumulated Net Accumulated Net
Cost Amortization Book Value Cost Amortization Book Value
- --------------------------------------------------------------------------------------
Furniture and
equipment $ 3,811 $ 1,494 $ 2,317 $ 3,811 $ 915 $ 2,896
Computer equipment 5,397 1,933 3,464 2,590 548 2,042
- --------------------------------------------------------------------------------------
$ 9,208 $ 3,427 $ 5,781 $ 6,401 $ 1,463 $ 4,938
======================================================================================
4. INTANGIBLE PROPERTY
The Company acquired certain diesel engine technology ("CWI Technology") from
M.A. Turbo/Engine Ltd. ("M.A. Turbo"). It acquired a 100% interest in the CWI
Technology for the automotive transportation industry and a 20% interest in
the CWI Technology for the marine industry. The purchase agreement includes an
option clause to acquire the balance of the marine application.
Under the terms of the purchase agreement, the Company has issued 35,000,000
restricted common shares. The Company has determined the value of the shares
based on the market price of the securities under the guidance in Emerging
Issues Task Force No. 97-8 "Accounting for Contingent Consideration Issued in
a Purchase Business Combination" and Emerging Issues Task Force No. 99-12
"Determination of the Measurement Date for the Market Price of Acquirer
Securities Issued in a Purchase Business Combination". On the date of the
acquisition agreement, the market value of the stock was $0.15 per share;
however, the market value of the stock was adjusted as follows:
13
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
MARCH 31, 2006
==============================================================================
4. INTANGIBLE PROPERTY (cont'd...)
i) A discount of approximately 23%, based upon published materials, was
applied against the market value of the stock of $0.15 per share to
reflect the thinly traded market in which the Company's stock trades.
ii) A premium of approximately 10%, based upon published materials, was
applied against the market value of the stock of $0.15 per share to
reflect the cost of issuing a significant number of shares that results in
control of the Company passing to the vendors of the CWI Technology.
Accordingly, the Company determined the share price for this transaction to be
approximately $0.13 per share. As a result, the cost recorded by the Company
upon acquisition of the CWI Technology was $4,550,000.
Subsequent to the acquisition of the CWI Technology and under the guidance in
Statements of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets", the Company determined that carrying value of the CWI
Technology exceeded the fair value which was estimated to be approximately
$35,000 based upon expected future cash flows. Consequently, the Company
recorded a charge in the consolidated statements of operations of $4,515,000
during the year ended December 31, 2003 as the carrying value of CWI
Technology was written down to fair value in the year the impairment was
recognized. During the year ended December 31, 2004, the Company determined a
further write down was required and accordingly, a charge of $35,000 was
recorded in the consolidated statements of operations.
The Company has also committed to provide M.A. Turbo with $230,000 (unpaid) in
development and marketing funds to complete the CWI Technology for the
automotive transportation industry plus $100,000 for its 20% interest in the
CWI Technology for the marine industry. At December 31, 2004, the Company has
not incurred any costs related to these commitments.
In connection with the purchase of the CWI Technology, the Company entered
into a contractor agreement for a one-year term. Under the agreement, the
Company provided compensation of 150,000 common shares for services related to
the acquisition.
In April 2005, the Company decided not to proceed with the CWI Technology for
the marine industry and accordingly, 3,000,000 shares of common stock were
returned to treasury and cancelled and the Company was released from its
commitment to incur development and marketing expenses of $100,000.
Accordingly the intangible and the impairment of the intangible were adjusted.
On July 25, 2005, the Company acquired the exclusive right to market, sell and
distribute a water injection technology for application on the marine/shipping
industry (the "CWI Marine Technology") in Europe and non-European countries
bordering the Mediterranean Sea for a period of 5 years in exchange for 50% of
any net profit received from sales of the CWI Marine Technology.
On September 20, 2005, the Company executed an agreement with the now director
and president of Tru Oiltech, Inc. and two other businessmen (See Note 5).
Under the terms of the agreement, the director and president along with the
two other businessmen agreed to sell the TRU Technology to the Company in
exchange for 4,000,000 shares of Tru Oiltech, Inc. valued at .001 per share.
Fair value of the shares was determined to be par value as no shares or assets
exist prior to this date. Tru Oiltech, Inc. issued 4,000,000 shares. Fair
value of the TRU Technology was negotiated in an arms length transaction by
the parties to be $4,000. The Company determined that the TRU Technology has
an indefinite life, and there was no impairment of value as of December 31,
2005.
14
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
MARCH 31, 2006
==============================================================================
5. BUSINESS COMBINATION
On September 20, 2005, the Company executed an agreement with the now director
and president of Tru Oiltech, Inc. (See Note 4). The agreement provides that
the Company be issued 6,000,000 shares of Tru Oiltech, Inc. valued at .001 per
share. Fair value of the shares was determined to be par value as no shares or
assets exist prior to this date. Tru Oiltech, Inc. according issued 6,000,000
to the Company making it a 60% - Majority Shareholder. The agreement also
provides that the Company will provide additional financing of $150,000. As of
March 31, 2006 the Company had advanced $99,703 toward that financing.
6. PROMISSORY NOTE PAYABLE
On April 17, 2003, the Company issued a promissory note of $5,575 to a former
director of the Company. The note is unsecured, bears no interest and is
payable on demand.
7. CONVERTIBLE DEBENTURES
On January 16, 2004, the Company borrowed $15,000 from a lender and issued a
convertible debenture for a period of one year, bearing interest of 10% per
annum. The Company may prepay the principal and interest accrued to the date
of payment, in whole or in part, without penalty. If all or any portion of the
principal and interest remains unpaid at the end of the term, the lender
and/or the Company shall have the right to convert the principal and interest
earned into common stock of the Company at a value of US$0.35 per share.
Subsequent to December 31, 2004, the option to convert expired unexercised and
the term of the loan was extended to July 15, 2005.
On March 8, 2004, the Company borrowed $13,015 (US$10,000) from a lender and
issued a convertible debenture for a period of one year, bearing interest of
10% per annum. The Company may prepay the principal and interest accrued to
the date of payment, in whole or in part, without penalty. If all or any
portion of the principal and interest remains unpaid at the end of the term,
the lender and/or the Company shall have the right to convert the principal
and interest earned into common stock of the Company at a value of US$0.35 per
share. Subsequent to December 31, 2004, the option to convert expired
unexercised and the term of the loan was extended to September 8, 2005.
On April 13, 2004, the Company borrowed $27,000 from a lender and issued a
convertible debenture for a period of one year, bearing interest of 10% per
annum. The Company may prepay the principal and interest accrued to the date
of payment, in whole or in part, without penalty. If all or any portion of the
principal and interest remains unpaid at the end of the term, the lender
and/or the Company shall have the right to convert the principal and interest
earned into common stock of the Company at a value of US$0.35 per share.
Subsequent to December 31, 2004, the option to convert expired unexercised and
the term of the loan was extended to October 13, 2005.
On June 9, 2004, the Company borrowed $67,300 (US$50,000) from a lender and
issued a convertible debenture for a period of one year, bearing interest of
10% per annum. The Company may prepay the principal and interest accrued to
the date of payment, in whole or in part, without penalty. If all or any
portion of the principal and interest remains unpaid at the end of the term,
the lender and/or the Company shall have the right to convert the principal
and interest earned into common stock of the Company at a value of US$0.35
per share. As the market price of the Company's common stock exceeded the
exercise price on the commitment date, the intrinsic value of the beneficial
conversion feature recorded by the Company as additional paid-in capital was
$67,300. To date, the Company recognized $54,497 of intrinsic value of the
beneficial conversion feature in the consolidated statements of operations.
15
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
MARCH 31, 2006
==============================================================================
7. CONVERTIBLE DEBENTURES (cont'd...)
On June 30, 2004, the Company borrowed $27,000 (US$20,000) from a lender and
issued a convertible debenture for a period of one year, bearing interest of
10% per annum. The Company may prepay the principal and interest accrued to
the date of payment, in whole or in part, without penalty. If all or any
portion of the principal and interest remains unpaid at the end of the term,
the lender and/or the Company shall have the right to convert the principal
and interest earned into common stock of the Company at a value of US$0.35
per share. As the market price of the Company's common stock exceeded the
exercise price on the commitment date, the intrinsic value of the beneficial
conversion feature recorded by the Company as additional paid-in capital was
$27,000. To date, the Company recognized $20,250 of intrinsic value of the
beneficial conversion feature in the consolidated statements of operations.
The related accrued interest for the convertible debentures has been recorded
as accounts payable and accrued liabilities.
In May 2005, the Company settled all outstanding convertible debentures, plus
accrued interest, for total cash proceeds of $156,556.
8. COMMON STOCK
During the year ended December 31, 2004, the Company issued and transferred
4,000,000 shares of common stock to a trustee for the sole purpose of selling
the shares of common stock. The trustee will receive a trustee fee equal to 3%
of the selling value of the shares of common stock. There is no time limit as
to when the trustee has to sell the shares of common stock. Any shares of
common stock not sold by the trustee will be returned to the Company at its
request. Accordingly, those shares of common stock were not recorded as issued
and outstanding on the consolidated balance sheet when originally issued and
transferred.
On September 9, 2005, the board of directors resolved to issue and transfer
5,000,000 shares of common stock to a trustee for the sole purpose of selling
the shares of common stock. The trustee will receive a trustee fee equal to 3%
of the selling value of the shares of common stock. There is no time limit as
to when the trustee has to sell the shares of common stock. Any shares of
common stock not sold by the trustee will be returned to the Company at its
request. Accordingly, those shares of common stock have not been recorded as
issued and outstanding on the consolidated balance sheet during the period
ended September 30, 2005. Effective August 1, 2005 the trustee fee was
increased to 5% of the selling value of the shares of common stock.
In conjunction with the above, the Company entered into an agreement with a
third party for investor relations services whereby the third party is
entitled to receive a fee equal to 47% of the selling value of the shares of
common stock. Additionally, the third party is entitled to receive, on a
one-time basis only, 250,000 shares of common stock to be delivered upon
execution of this agreement dated November 15, 2004. Further, during the year
ended December 31, 2005, the third party received 500,000 shares of common
stock for investor relations services. These shares were valued at $1.33 per
shares for a total value of $665,000, which approximated the trading price
when the shares were issued. This agreement was terminated at the end of July
2005.
Subsequently, the Company engaged a third party for investor relations
services whereby the third party receives a fee equal to 43% of the selling
value of the shares of common stock.
To date, 3,468,058 shares of common stock had been issued by the trustee for
proceeds of $2,557,216 (net of issue costs).
16
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
MARCH 31, 2006
==============================================================================
8. COMMON STOCK (cont'd...)
On July 6, 2005, the Company issued 45,000 shares of common stock to various
directors and consultants at $1.25 per share for a total value of $56,250
which approximated the trading price when the shares were issued. These shares
were issued pursuant to an equity incentive plan that the Company has in
place.
On October 24, 2005, the Company issued 20,000 shares of common stock to a
director of Tru Oiltech, Inc. in consideration of engineering services
provided the Company. The weighted average of the share price of the Company
was $1.2592 for the 5 trading days prior to the issuance of the shares.
Consulting expense of $25,184 was recognized as the fair market value of the
shares. These shares were issued pursuant to an equity incentive plan that the
Company has in place.
Stock options
As at December 31, 2005 and 2004, there were no stock options outstanding.
Share purchase warrants
Share purchase warrant transactions are summarized as follows:
=============================================================================
Weighted average
Number of Shares Exercise Price
- -----------------------------------------------------------------------------
Balance as at December 31, 2003 168,000 US$0.30
Issued 46,900 US$0.35
Exercised (168,000) (US$0.30)
------------ ---------
Balance as at December 31, 2004 46,900 US$0.35
Issued - -
Exercised / cancelled (46,900) US$0.35)
------------ ---------
Balance as at December 31, 2005 - -
=============================================================================
As at December 31, 2005, there were no share purchase warrants were
outstanding.
9. INCOME TAXES
A reconciliation of income taxes at statutory rates with the reported taxes is
as follows:
=============================================================================
2005 2004
- -----------------------------------------------------------------------------
Loss before income taxes $ (1,093,000) $ (779,053)
=============================================================================
Expected income tax recovery $ (382,550) $ (272,669)
Non-deductible charges - -
Unrecognized benefit of operating
loss carry forwards 382,550 272,669
------------- -------------
Income tax recovery $ - $ -
=============================================================================
17
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
MARCH 31, 2006
==============================================================================
9. INCOME TAXES (cont'd...)
Significant components of the Company's deferred tax assets based on statutory
tax rates are as follows:
==============================================================================
2005 2004
- ------------------------------------------------------------------------------
Deferred tax asset:
Income tax benefit of operating loss
carry forwards $ 1,688,550 $ 1,306,000
Valuation allowance (1,688,550) (1,306,000)
------------ -------------
Net deferred tax asset $ - $ -
==============================================================================
The Company has approximately $4,868,000 of operating loss carryforwards,
which expire beginning in 2003. The availability of certain operating loss
carryforwards for income tax purposes is subject to certain restrictions
because there was a change in control of the Company in 2001.
The Company has provided a valuation allowance against its deferred tax assets
given that it is in the development stage and it is more likely than not that
these benefits will not be realized.
10. SEGMENT INFORMATION
The Company operates in one reportable segment, being the diesel technology
industry, in Canada and the United States of America.
11. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents,
receivables, accounts payable and accrued liabilities, promissory note payable
and convertible debentures. Unless otherwise noted, it is management's opinion
that the Company is not exposed to significant interest, currency or credit
risks arising from these financial instruments. The fair value of these
financial instruments approximate their carrying values, unless otherwise
noted.
12. STRATEGIC ALLIANCE AGREEMENT
In April 2005, the Company entered into an agreement with UTEK Corporation
("UTEK") whereby the Company retained UTEK to search for technologies at
universities and research institutions that the Company may wish to acquire
for a period of one year in exchange for 120,000 shares of unregistered common
stock valued at $1.00 per share. The shares vest at 10,000 shares per month.
Unvested shares are reflected as prepaid expenses.
13. AMALGAMATION AGREEMENT
The Company and Rival Technologies, Inc ("Rival Nevada") have agreed to
amalgamate and merge pursuant to an agreement dated September 6, 2005. Rival
Nevada was incorporated in the state of Nevada on September 2, 2005, and was
an inactive and wholly-owned subsidiary of the Company at the time of the
amalgamation and merger. The provisions of the agreement provide for the
company to have its jurisdiction in the State of Nevada. All issued and
outstanding shares of the Company shall remain outstanding. The amalgamation
shall take effect on October 14, 2005.
18
In this report references to "Rival" "Rival Technologies "we," "us," and "our"
refer to Rival Technologies Inc.
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
Except for historical information contained herein, this Form 10-QSB contains
express or implied forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Exchange Act. We may
make written or oral forward-looking statements from time to time in filings
with the Securities and Exchange Commission ("SEC"), in press releases,
quarterly conference calls or otherwise. The words "believes," "expects,"
"anticipates," "intends," "forecasts," "project," "plans," "estimates" and
similar expressions identify forward-looking statements. These statements
reflect our current views with respect to future events and financial
performance or operations and speak only as of the date the statements are
made.
Forward-looking statements involve risks and uncertainties and readers are
cautioned not to place undue reliance on forward-looking statements. Our
actual results may differ materially from such statements. Factors that cause
or contribute to such differences include, but are not limited to, those
discussed elsewhere in this Form 10-QSB.
Although we believe that the assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate with
the result that there can be no assurance the results contemplated in such
forward-looking statements will be realized. The inclusion of such
forward-looking information should not be regarded, as a representation that
the future events, plans, or expectations contemplated will be achieved. We
undertake no obligation to publicly update, review, or revise any
forward-looking statements to reflect any change in our expectations or any
change in events, conditions, or circumstances on which any such statements
based. Our filings with the SEC may be accessed at the SEC's Web site,
www.sec.gov.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Executive Overview
We are a development stage company with a business plan to acquire interests
in technologies and develop, market and distribute them in Canada and the
United States. We have not recorded revenues from ongoing operations for the
past two years and have relied on equity transactions to fund development of
our business plan. We anticipate that equity financings will be our primary
source of funding for the next twelve months.
We own a diesel engine technology called Continuous Water Injection technology
("CWI Technology") which is a continuous water injection system designed to
reduce harmful nitrogen oxide and smoke emissions, improve fuel efficiency and
provide cleaner operations of diesel engines. We acquired a 100% interest in
the CWI Technology for the automotive transportation industry.
We incorporated TRU Oiltech, a Nevada subsidiary, for the purpose of
acquiring, developing and marketing the TRU Oiltech technology. This
technology is a mild thermal reagent-based upgrading process added to heavy
crude oil and oil sands bitumen in order to improve viscosity for transfer in
pipeline systems. Management believes this process could reduce costs for oil
producers that transfer millions of barrels of heavy crude each day.
Our challenge for the next twelve months will be to obtain financing to
develop these technologies to a commercially viable application and then
market it to customers. However, we may be unable to develop each technology
to a point where it satisfies the needs of the market. In that case we may
have to research and develop other applications or abandon our business plans.
Plan of Operation
During the three month period ended March 31, 2006, we met all cash flow needs
from the sale of Regulation S shares of common stock. Regulation S provides
for the offers and sales of restricted securities outside of the United
States. These securities are not registered under the Securities Act of 1933
and cannot be offered or sold in the
19
United States unless registered under the Securities Act or an exemption from
registration is available. We will receive the net proceeds from the sale of
these shares and any shares of common stock not sold by the trustee will be
returned to us upon our request.
Our cash position at March 31, 2006, was $686,561, but we have not recorded
revenues from operations for the past two fiscal years. We had expenses of
$159,248 for the three month period ended March 31, 2006 (the " 2006 first
quarter") and recorded a net loss of $177,460. Our auditors have expressed
concern that our continued existence is dependent upon our ability to raise
substantial capital.
Management believes that equity funding will provide cash for operations for
the next twelve months and we are actively raising funds through equity
transactions to proceed with the development of the technologies we have
acquired. During the 2006 first quarter we sold 1,721,977 shares in our
Regulation S offering and realized net proceeds of $195,359.
ITEM 3. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our filings under the Exchange
Act is recorded, processed, summarized and reported within the periods
specified in the rules and forms of the SEC. This information is accumulated
and communicated to our executive officers to allow timely decisions regarding
required disclosure. Our Chief Financial Officer who also is our principal
executive officer evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report. Based on that
evaluation, she concluded that our disclosure controls and procedures were not
effective. Her evaluation identified a weakness in our disclosure controls
and procedures with respect to timely gathering of information and processing
of that information to allow timely filing of our reports. Management is
taking steps to implement appropriate corrective action including, but not
limited to, accelerating the time tables related to the gathering and
processing of financial and non-financial information required for our reports
and engaging a new independent accountant.
Other than as described above, our Chief Financial Officer determined that
there were no changes made in our internal controls over financial reporting
during the first quarter of 2006 that have materially affected, or are
reasonably likely to materially affect our internal control over financial
reporting.
PART II: OTHER INFORMATION
ITEM 6. EXHIBITS
Part I Exhibits
31.1 Principal Executive Officer Certification (To be filed by amendment)
31.2 Chief Financial Officer Certification (To be filed by amendment)
32.1 Section 1350 Certification (To be filed by amendment)
Part II Exhibits
1.1 Trust Declaration between Rival Technologies and Karsten Behrens., dated
April 21, 2004 (Incorporated by reference to exhibit 1.1to Form 10-QSB
filed November 21, 2005)
1.2 Trust Declaration between Rival Technologies and Karsten Behrens., dated
September 14, 2005 (Incorporated by reference to exhibit 1.2 to Form
10-QSB filed November 21, 2005)
2.1 Plan of Merger Amalgamation Agreement, dated September 6, 2005
(Incorporated by reference to exhibit 2.1 to Form 8-K, filed October 31,
2005)
3.1 Articles of Incorporation of Rival Technologies, Inc. (Incorporated by
reference to exhibit 3.1 to Form 8-K, filed October 31, 2005)
3.2 Articles of Merger, dated September 6, 2005 (Incorporated by reference
to exhibit 3.2 to Form 8-K, filed October 31, 2005)
20
3.3 Bylaws of Rival Technologies, Inc. (Incorporated by reference to exhibit
3.3 to Form 8-K, filed October 31, 2005)
4.1 The 2005 Stock Equity Incentive Plan of Rival Technologies Inc.
(Incorporated by reference to exhibit 4.1 to Form S-8, filed June 30,
2005)
10.1 Financing Agreement between Rival Technologies and Abernathy, Mendelson
& Associates, Ld (Incorporated by reference to exhibit 10.2 to Form
10-KSB, as amended, filed April 15, 2005)
10.2 Strategic Alliance Agreement between Rival Technologies and UTEK, dated
April 25, 2005 (Incorporated by reference to exhibit 10.2 to Form 10-QSB
filed November 21, 2005)
10.3 Distribution Agreement between Rival Technologies and M.A. Turbo/Engine
Ltd., dated July 15, 2005 (Incorporated by reference to exhibit 10.3 to
Form 10-QSB filed November 21, 2005)
10.4 Purchase Agreement between Rival Technologies and the owners of TRU
Technology, dated September 20, 2005 (Incorporated by reference to
exhibit 10.4 of Form 10-QSB, filed November 21, 2005)
21.1 Subsidiaries of Rival Technologies (Incorporated by reference to exhibit
21.1 of Form 10-QSB, filed November 21, 2005)
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.
RIVAL TECHNOLOGIES, INC.
/s/ Robin J. Harvey
Date: June 7, 2006 By:___________________________________ ___
Robin J. Harvey
President, Treasurer, Chief Financial
Officer and Director
21