SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(X) Quarterly Report Pursuant to Section 12 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 1998
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Transition Period From ________ To ________
Commission File Number: 0-22281
SCOOP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-0726608
(State or other jurisdiction of (I.R.S. Employer ID No.)
incorporation or organization)
2540 Red Hill Avenue 92705
Santa Ana, CA (Zip Code)
(Address of principal
executive offices)
(714) 225-6000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act of
1934 during the past 12 months (or for any 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 the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, par value 5,501,214
$.001 per share (outstanding on May 13, 1998)
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SCOOP, INC.
BALANCE SHEET
(UNAUDITED)
ASSETS
March 31,
1998
----
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . $ 238,100
Accounts receivable, net of allowance for doubtful
accounts of $37,500 . . . . . . . . . . . . . . . . 147,100
Prepaid expenses. . . . . . . . . . . . . . . . . . 14,600
----------
Total current assets . . . . . . . . . . . . . . 399,800
EQUIPMENT, at cost, net of accumulated depreciation
and amortization . . . . . . . . . . . . . . . . . 685,100
----------
$1,084,900
----------
----------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable. . . . . . . . . . . . . . . . . . $ 422,400
Accrued payroll . . . . . . . . . . . . . . . . . . 158,200
Accrued royalty . . . . . . . . . . . . . . . . . . 302,100
Other accrued liabilities. . .. . . . . . . . . . . 236,400
Current portion of capital lease obligations. . . . 74,300
----------
Total current liabilities. . . . . . . . . . . . 1,193,400
CAPITAL LEASE OBLIGATIONS, net of current portion . 59,500
STOCKHOLDERS' DEFICIT:
Preferred stock, $.001 par value; 5,000,000 shares
authorized; No shares issued or outstanding . . .
Common stock, $.001 par value; 20,000,000 shares
authorized; 5,501,214 shares issued and
outstanding. . . . . . . . . . . . . . . . . . . 5,400
Additional paid-in capital. . . . . . . . . . . . . 9,146,000
Accumulated deficit . . . . . . . . . . . . . . . . (9,613,200)
Deferred compensation . . . . . . . . . . . . . . . 293,800
----------
Total stockholders' deficit. . . . . . . . . . . (168,000)
----------
$1,084,900
----------
----------
See accompanying notes to financial statements
2
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
-----------------------
1997 1998
---- ----
Net sales . . . . . . . . . . . . . . . . . . . . . $ 476,300 $ 532,700
Cost of sales . . . . . . . . . . . . . . . . . . . 222,000 278,500
---------- ----------
Gross profit . . . . . . . . . . . . . . . . . 254,300 254,200
Operating Expenses:
Research and development . . . . . . . . . . . . 306,300 265,600
Selling and marketing. . . . . . . . . . . . . . 146,000 248,100
General and administrative . . . . . . . . . . . 362,900 880,600
---------- ----------
815,200 1,394,300
---------- ----------
Operating loss. . . . . . . . . . . . . . . . . . . (560,900) (1,140,100)
Interest income (expense) . . . . . . . . . . . . . (5,200) 7,300
Loss before provision for income taxes. . . . . . . (566,100) (1,132,800)
Provision for income taxes. . . . . . . . . . . . . (1,600)
---------- ----------
Net loss. . . . . . . . . . . . . . . . . . . . . . $ (567,700) $(1,132,800)
---------- ----------
Basic and diluted loss per share. . . . . . . . . . $ (0.15) $ (0.21)
---------- ----------
---------- ----------
See accompanying notes to financial statements
3
SCOOP, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
-------------------
1997 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss . . . . . . . . . . . . . . . . . . . . . . $(567,700) $(1,132,800)
Adjustments to reconcile net loss to net cash
Used in operating activities:
Depreciation and amortization. . . . . . . . . . 32,500 57,300
Deferred compensation. . . . . . . . . . . . . . 8,200 18,200
Loss on sale of assets . . . . . . . . . . . . . 45,700
Changes in:
Accounts receivable. . . . . . . . . . . . . . (26,500) (6,000)
Prepaid expenses . . . . . . . . . . . . . . . (394,400) 32,400
Income tax refund receivable . . . . . . . . . 4,700
Accounts payable . . . . . . . . . . . . . . . 236,800 (96,800)
Accrued payroll. . . . . . . . . . . . . . . . (62,000) (7,700)
Accrued royalty. . . . . . . . . . . . . . . . 43,500 (104,100)
Other accrued liabilities. . . . . . . . . . . 122,900 (53,400)
--------- -----------
Net cash used in operating activities. . . . . . . . (602,000) (1,247,200)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment. . . . . . . . . . . . . . . (51,900) (8,000)
Proceeds from sales of assets. . . . . . . . . . . 12,000
--------- -----------
4,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit (Note 4) . . . . . 150,000
Proceeds from bridge notes (Note 4). . . . . . . . 300,000
Repayment of capital lease obligations . . . . . . (20,300) (31,300)
Repayment of covenant-not-to-compete obligation. . (5,100)
--------- -----------
Net cash provided by financing activities. . . . . . 424,600 (31,300)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . . $(229,300) $(1,274,500)
CASH AND CASH EQUIVELANTS:
Beginning of period. . . . . . . . . . . . . . . . 262,400 1,512,600
--------- -----------
End of period. . . . . . . . . . . . . . . . . . . $ 33,100 $ 238,100
--------- -----------
--------- -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -
Cash paid during the period for:
Interest . . . . . . . . . . . . . . . . . . . . . $ 8,300 $ 7,000
--------- -----------
--------- -----------
Income taxes . . . . . . . . . . . . . . . . . . . $ 1,600 $
--------- -----------
--------- -----------
SCHEDULE OF NONCASH INVESTING AND FINANCING TRANSACTIONS
Contractual obligations incurred for the
acquisition of equipment . . . . . . . . . . . . $ 43,700 $ 48,500
--------- -----------
--------- -----------
Increase in redemption value of redeemable
shares of common stock . . . . . . . . . . . . . $ 56,200 $
--------- -----------
--------- -----------
See accompanying notes to financial statements
4
SCOOP, INC.
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements of Scoop, Inc. (the
"Company") 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 generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of management, the
financial statements include all adjustments necessary for a fair
presentation of the balance sheet at March 31, 1998 and the results of
operations, and the cash flows for the three months ended March 31, 1998 and
1997. The condensed consolidated financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Form 10-KSB for the fiscal year ended December 31, 1997.
In March 1997, the Company reincorporated in the State of Delaware. The
accompanying financial statements include the effects of the reincorporation
and the resulting increase in the authorized common stock to 20,000,000
shares and authorization of 5,000,000 shares of preferred stock.
2. INITIAL PUBLIC OFFERING
In April 1997, the Company completed its initial public offering of 1,450,000
shares of common stock at $4.50 per share, resulting in proceeds to the
Company of approximately $5.0 million, net of underwriting discounts and
commissions and offering expenses. In May 1997, the Company sold an
additional 207,050 shares of common stock at $4.50 per share pursuant to the
exercise of the underwriters' over-allotment option, resulting in additional
net proceeds to the Company of approximately $800,000. Upon the completion
of the initial public offering, the mandatory redemption rights associated
with 926,664 shares of common stock terminated. As a result of the
termination of the redemption rights, the Company reclassified manditorily
redeemable common stock to equity.
3. NEED FOR ADDITIONAL FINANCING
Through March 31, 1998, the Company has incurred significant operating losses
and expects significant additional losses in the future. The Company's
ability to continue as a going concern is dependent upon future events
including its ability to secure additional sources of financing. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. The Company believes that cash and cash equivalents on hand as
of March 31, 1998, will be adequate to meet its capital needs for the next
two months. The Company's current operating plan shows that at the end of
such two-month period, the Company will require substantial additional
capital. The Company is in the process of seeking additional capital through
various means, including its efforts to sell its online business information
service and its Scoop Media Services division. Additionally, the Company is
seeking to obtain additional capital in connection with the proposed
acquisition of Multimedia Kid--Intelligence in Education ("MKID")(See Note
7). There can be no assurance, however, that such transactions will occur or
that other additional financing will be available at all or that, if
available, such financing will be obtainable on terms favorable to the
Company and would not be dilutive.
5
4. NET LOSS PER SHARE
As of December 31, 1997, the Company adopted SFAS 128, Earnings Per Share.
SFAS No. 128 requires the Company to report basic earnings per share, as
defined therein, which excludes common share equivalents from the earnings
per share computation, and diluted earnings per share, as defined therein,
which assumes dilution from outstanding options and warrants. Earnings per
share amounts for all periods presented have been restated to conform to the
requirements of SFAS 128. The weighted average number of common shares and
redeemable common shares outstanding used in determining basic and diluted
loss per share was 5,501,000 in 1998 and 3,753,000 in 1997.
5. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS No.
130, REPORTING COMPREHENSIVE INCOME. SFAS 130 establishes standards for the
reporting and display of comprehensive income and its components in a set of
general purpose financial statements. There was no difference between
comprehensive income and net income as reported for the three months ended
March 31, 1998 and 1997.
In June 1997,the FASB issued SFAS 131, DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION. SFAS 131 establishes standards for the
way public business enterprises are to report information about operating
segments in annual financial statements and requires those enterprises to
report selected information about operating segments in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas, and major
customers. The disclosures described by SFAS 131 are effective in the year
ending December 31, 1998 but are not required for interim periods in the year
of adoption.
6. FACILITY LEASE AGREEMENT
In August 1997, the Company entered into a new non-cancelable operating lease
for its principal facility (Irvine) which extended through September 2000.
The Company vacated its prior facility (Santa Ana) and moved into the Irvine
facility in October 1997. The Company recorded a reserve of approximately
$330,000 which was equal to the net present value of the remaining lease
payments and the net book value of the leasehold improvements associated with
the vacated Santa Ana facility.
In December 1997, the Company determined it would vacate the Irvine facility
and return to the Santa Ana facility. The Company recorded a $370,000
reserve associated with vacating the Irvine facility which equals the initial
cash settlement offer from the Irvine landlord for early termination of the
lease and the net book value of the leasehold improvements. The remaining
reserve originally established for vacating the Santa Ana facility was
reversed.
6
7. SUBSEQUENT EVENTS
In May 1998, the Company entered into an agreement to acquire 100% of the
capital stock of MKID, an Israeli company which develops and markets
computer-based educational learning systems. The transaction is subject to
the Company raising at least $5 million in equity or debt financing, approval
by the Company's stockholders, and the absence of any material adverse change
in either the Company or MKID. If the transaction is consummated, the
Company will issue to the shareholders of MKID 5,133,333 shares of Scoop
common stock and 2,000 shares of convertible preferred stock which are
convertible into between 1,950,000 shares and 19,866,667 shares of Scoop
common stock based on MKID sales performance. Accordingly, the transaction
with MKID will result in substantial dilution to the Company's current
stockholders.
In May 1998, the Company also entered into a letter of intent to sell its
Scoop Media Services division to a third party for $1.3 million and the
assumption by the purchaser of up to $150,000 of liabilities. The
transaction is contingent upon satisfactory completion of the purchaser's due
diligence, execution of a definitive agreement and approval by the Company's
stockholders.
There can be no assurance that the Company's acquisition of MKID or its sale
of Scoop Media Services will be consummated.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS IF THE COMPANY'S FINANCIAL CONDITION
AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998
SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S FINANCIAL STATEMENTS AND
RELATED NOTES THERETO, RISK FACTORS AND OTHER INFORMATION INCLUDED IN THE
COMPANY'S FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997.
OVERVIEW
Since the Company began operations in May 1990, it has provided publishing
services while also developing its information service business. The
Company's Scoop Media Services unit sells custom-designed reprints and framed
wall displays of published articles from newspapers, magazines and on-line
publications. Prior to February 1998, the Company's Scoop Information
Services division was developing a web-accessible personalized news service
design to meet the needs of business professionals. Due to a lack of capital
resources, the Company's Board of Directors voted to stop development and
marketing of it's online information services, SCOOP! DIRECT and
INTELLISEARCH, and the related technology in February 1998 and to actively
seek a buyer for Scoop Information Services.
The Scoop Media Services business information product line has generated
substantially all of the Company's net sales to date. In 1997, the Company
focused its sales efforts on the growth of the reprint business. In line
with this focus, the Company has entered into exclusive contracts with seven
publishers, including INVESTORS BUSINESS DAILY and American City Business
Journals, to produce and market reprint products from such publications. The
Company intends to attempt to further increase its sales of media reprints
through addition of new contractual relationships.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain financial
data as a percentage of net sales for the three month periods ended March 31,
1997 and 1998.
8
THREE MONTHS
ENDED MARCH 31,
---------------------
1997 1998
---- ----
Net sales. . . . . . . . . . . . . . . . . . 100.0% 100.0%
Cost of sales. . . . . . . . . . . . . . . . 46.6% 52.3%
-------- --------
Gross profit. . . . . . . . . . . . . . 53.4% 47.7%
Operating expenses:
Research and development. . . . . . . . . 64.3% 49.9%
Selling and marketing . . . . . . . . . . 30.7% 46.6%
General and administrative. . . . . . . . 76.2% 165.2%
-------- --------
171.2% 261.7%
Operating loss . . . . . . . . . . . . . . . (117.8)% (214.0)%
Interest income (expense), net . . . . . . . (1.1)% 1.3%
Loss before provision for income taxes . . . (118.9)% (212.7)%
Provision for income taxes . . . . . . . . . .3%
-------- --------
Net loss . . . . . . . . . . . . . . . . . . (119.2)% (212.7)%
-------- --------
-------- --------
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1998 AND 1997
NET SALES. Net Sales increased 11.8% in the three months ended March 31,
1998 to $532,700 from $476,300 in the comparable 1997 period. The growth in
net sales was principally driven by the Company's focused efforts to expand
sales of reprints from its Scoop Media Services product line. The Company
has focused its sales efforts on reprints because the Company believes that
there is a larger market for reprints than there is for the other products
marketed by Scoop Media Services.
Net sales of reprints increased 40.7% in the three months ended March 31,
1998 to $477,100 from $339,000 in the comparable 1997 period. This growth
resulted primarily from increased sales generated through the Company's
relationship with "Investor's Business Daily" ("IBD"). The Company has been
the exclusive provider of content reprints for IBD since August 1995 and
derived approximately 52.0% of total net sales for the three months ended
March 31, 1998 from the sale of reprints of IBD content.
COST OF SALES. Cost of sales increased 25.5% in the three months ended
March 31, 1998 to $278,500 from $222,000 in the comparable period in 1997.
The increase in cost of sales was primarily driven by higher royalty fees and
production costs associated with the growth of reprint sales.
Cost of sales consists primarily of the production costs, subscriptions,
shipping and various usage, permission, and royalty fees arising from the
reproduction of printed and electronic content for the media products.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development ("R&D") expenses
decreased 13.3% in the three months ended March 31, 1998 to $265,600 from
$306,300 in the comparable 1997 period. This decrease was primarily
attributable to the Company's decision in February 1998 to terminate all
9
research and development efforts related to its online information services
and to layoff its research and development staff. The Company is in the
process of seeking a buyer for its online information services and does not
expect to incur any further research and development expenses relating to
such services.
SELLING AND MARKETING EXPENSES. Selling and marketing expenses increased
69.9% in the three months ended March 31, 1998 to $248,100 from $146,000 in
the comparable 1997 period. The increase was driven by increased sales and
marketing headcount and increased expenses for marketing activities relating
to the Company's online information services, including advertising and
promotional materials. Also contributing to the sales and marketing expenses
increase in the 1998 period was the addition of a direct corporate sales
force for the online information services during the fourth quarter of 1997
and costs associated with the layoff of such sales force in February 1998.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative ("G&A")
expenses increased 142.7% in the three months ended March 31, 1998 to
$880,600 from $362,900 in the comparable 1997 period. The increase in G&A
expenses was primarily attributable to increases in salary expenses resulting
from the expansion of the management team throughout 1997, severance payments
incurred in connection with the Company's February 1998 layoff, increases in
professional accounting and legal service fees.
The Company implemented cost-cutting measures in November 1997 and decided to
significantly reduce overall expenses in conjunction with the Company's
decision in February 1998 to discontinue its online information services.
The Company has significantly reduced general and administrative support
staff until future financing can be achieved.
INTEREST INCOME (EXPENSE). Interest income was $7,300 for the three months
ended March 31, 1998 compared to $5,200 of interest expense in the comparable
1997 period. Net interest income in the 1998 period was primarily
attributable to the Company having interest bearing assets as a result of its
initial public offering.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations to date primarily from the $5.8
million in proceeds from its initial public offering in April 1997 and the
proceeds of earlier private sales of Common Stock totaling approximately $2.5
million. At March 31, 1998, the Company had approximately $238,100 in cash
and cash equivalents. Subsequent to March 31, 1998, the Company continued to
experience operating losses and, as a result, the Company had approximately
$50,000 cash and cash equivalents at May 15, 1998.
In the three months ended March 31, 1997 and 1998, the Company used $602,000
and $1.2 million, respectively, in operating cash flows primarily to fund the
creation of SCOOP! DIRECT and INTELLISEARCH. The Company is committed under
its contract with UMI to pay minimum royalty payments of approximately
$570,000 in 1998 and $652,000 in 1999. In connection with the Company's
decision to stop development and marketing of its online services, the
Company is attempting to negotiate a termination of its contract with UMI.
There can be no assurance that the Company's efforts will be successful. In
addition, the Company is committed under its contract with INVESTOR'S
BUSINESS DAILY to pay minimum royalty payments of approximately $400,000 in
1998.
At March 31, 1998, the Company had obligations of approximately $133,800
under equipment leases and debt instruments under which it financed the
capital equipment purchases. The lease on the
10
Company's office space in Santa Ana, California is at rate of $7,607 per
month, subject to certain increases, and expires in September 2000. The
Company vacated its Irvine, California facility in December 1997 and is
currently attempting to negotiate a termination of the lease agreement with
respect to that facility.
In February 1998, the Company stopped development and marketing of its Scoop
Information Services unit. As a result, the Company's capital requirements
for 1998 are expected to decrease from those on 1997.
The Company's ability to continue as a going concern is dependent upon future
events, including its ability to secure additional sources of financing or
find a strategic investment partner. These factors raise substantial doubt
about its ability to continue as a going concern. The Company believes that
its existing cash and cash equivalents will be adequate to meet its capital
needs for the next two months. The Company's current operating plan shows
that at the end of June 1998, the Company will require substantial additional
capital. The Company is in the process of seeking additional capital through
various means, including its efforts to sell its online business information
service and its Scoop Media Services division. The Company also is seeking
to obtain additional capital in connection with the proposed acquisition of
MKID. The Company has not been successful in obtaining additional financing
to date and there can be no assurance that it will be able to obtain such
additional financing through the consummation of such transactions or
otherwise, or that if it does, that such additional financing will be
obtainable on terms favorable to the Company.
YEAR 2000
The Company has conducted a review of its computer systems to identify the
systems that could be affected by the "Year 2000" issue and is developing an
implementation plan to resolve the issue. The Year 2000 problem is a result
of computer programs being written using two digits (rather than four) to
define the applicable year. Any of the Company's programs that have
time-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in major system failure or
miscalculations. The Company presently believes that, with modifications to
existing software and converting to new software, the Year 2000 problem will
not pose significant operational problems for the Company's computer systems
as so modified and converted.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997,the FASB issued SFAS 131, DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION. SFAS 131 establishes standards for the
way public business enterprises are to report information about operating
segments in annual financial statements and requires those enterprises to
report selected information about operating segments in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas, and major
customers. The disclosures described by SFAS 131 are effective in the year
ending December 31, 1998 but are not required for interim periods in the year
of adoption.
11
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein:
10.13 Distribution Agreement Between the Company and INVESTOR'S
BUSINESS DAILY dated March 15, 1998*
10.14 Stock Option Agreement between the Company and Rand
Bleimeister*
10.15 Stock Option Agreement between the Company and Michael
Baum*
10.16 Stock Purchase Agreement dated May 7, 1998 among Scoop,
Inc., Multimedia Kid--Intelligence in Education ("MKID")
and the Shareholders of MKID
11.1 Computation of Net Loss Per Share
27.1 Financial Data Schedule
---------------------------------------------------------------------------
*Incorporated by reference to the corresponding numbered exhibit included
in the Company's Form 10-KSB for the fiscal year ended December 31, 1997.
(b) Reports on Form 8-K
During the three months ended March 31, 1998 the Company filed one report
on Form 8-K. The Form 8-K was filed on February 17, 1998 to announce the
Company's decision to terminate its online information services, staff
layoffs relating thereto and the resignations of three of the Company's
directors.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 15, 1998 /s/ Rand Bleimeister
--------------------------------------------------------
Rand Bleimeister
Chief Executive Officer, President,
Chief Financial Officer and Chairman of the Board
/s/ Kristy Allan
----------------
Controller
(Principal Accounting Officer)
13