U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO 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 August 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Dita, Inc. (Exact name of registrant as specified in its charter) Nevada 0-27057 33-0696051 - -------------- ------------------------ -------------- (state of (Commission File Number) (IRS Employer incorporation) I.D. Number) 6519 Fountain Avenue Hollywood, CA 90028 323-953-9565 ------------------------------------------------------------- (Address and telephone number of registrant's principal executive offices and principal place of business) As of August 31, 1999, there were 3,142,530 shares of the Registrant's Common Stock, par value $0.01 per share, outstanding. Transitional Small Business Disclosure Format (check one): Yes No X --- --- PART I - FINANCIAL INFORMATION Item 1. Financial Statements DITA, INC. BALANCE SHEETS 08-31-99 02-28-99 (Unaudited) Audited --------- --------- ASSETS Current assets: Cash $ 15,364 $ 65,822 Cash - restricted 3,244 55,694 Accounts receivable - trade, net of allowance for doubtful accounts of $37,160 and $37,160, respectively 105,633 71,249 Inventory 132,931 71,587 Prepaid expenses 2,163 20,103 --------- --------- Total current assets 259,335 284,455 Property and equipment, net of accumulated depreciation and amortization 90,133 87,732 Other assets 2,434 2,434 --------- --------- $ 351,902 $ 374,621 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 288,921 $ 209,578 Advances from officers-stockholders 26,546 36,531 Note payable, bank 4,762 19,000 Current maturities of obligations under capital lease 14,600 14,600 --------- --------- Total current liabilities 334,829 279,709 Obligations under capital lease, less current maturities 16,883 17,869 --------- --------- Stockholders' equity: Common stock; $0.01 par value, 10,000,000 shares authorized, 3,140,000 shares issued and outstanding, respectively 31,400 31,400 Additional paid-in capital 613,339 613,339 Deficit (644,548) (567,696) --------- --------- Total stockholders' equity 190 77,043 --------- --------- $ 351,902 $ 374,621 ========= ========= See notes to financial statements. 2 DITA, INC. STATEMENT OF OPERATIONS Three months ended Three months ended Six months ended Six months ended August 31, 1999 August 31, 1998 August 31, 1999 August 31, 1998 ----------------- ----------------- ----------------- ----------------- Amount Amount Amount Amount (Unaudited) Percent (Unaudited) Percent (Unaudited) Percent (Unaudited) Percent ----------- ------- ----------- ------- ----------- ------- ----------- ------- Net sales $ 241,892 100.0% $ 198,907 100.0% $ 531,179 100.0% $ 525,245 100.0% Cost of sales 112,508 46.5 96,077 48.3 246,875 46.5 253,140 48.2 ---------- ----- ---------- ----- ---------- ----- ---------- ----- Gross profit 129,384 53.5 102,830 51.7 284,303 53.5 272,105 51.8 Operating expenses 205,889 85.1 129,823 65.3 361,155 68.0 256,929 48.9 ---------- ----- ---------- ----- ---------- ----- ---------- ----- Net income (loss) $ (76,505) (31.6) $ (26,993) (13.6) $ (76,852) (14.5) $ 15,176 (2.9) ========== ===== ========== ===== ========== ===== ========== ===== Net income (loss) per share - basic and diluted $ (0.024) $ (0.01) $ (0.024) $ 0.005 ========== ========== ========== ========== Weighted average shares outstanding - basic and diluted 3,140,000 2,623,311 3,140,000 2,623,311 ========== ========== ========== ========== See notes to financial statements. 3 DITA, INC. STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Six months ended August 31, ------------------------------- 1999 1998 (Unaudited) (Unaudited) ----------- ----------- Cash flows provided by (used for) operating activities: Net income (loss) $ (76,852) $ 15,176 --------- --------- Adjustments to reconcile net loss to net cash provided by (used for) operating activities: Depreciation and amortization - - Provision for doubtful accounts - 37 Other - - Changes in assets and liabilities: (Increase) decrease in assets: Accounts receivable $ (34,385) $ (11,310) Inventory (61,344) (14,922) Prepaid expenses 17,940 (1,335) Increase (decrease) in liabilities - Accounts payable and accrued expenses $ 84,863 $ 24,493 --------- --------- Total adjustments $ 7,074 $ (3,037) --------- --------- Net cash used for operating activities $ (69,778) $ 12,139 --------- --------- Cash flows used for investing activities: Acquisition of property and equipment $ (2,400) $ (4,008) Increase in other assets - - --------- --------- Net cash used for investing activities $ (2,400) $ (4,008) --------- --------- Cash flows provided by (used for) financing activities: (Payments on) advances from officer-stockholders $ (9,985) $ (903) (Payments on) proceeds from note payable (19,000) - (Payments on) proceeds from other current liabilities (757) 14 (Payments on) obligations under capital lease (987) (7,203) Proceeds from issuance of common stock - 200,000 --------- --------- Net cash provided by financing activities $ (30,730) $ 191,908 --------- --------- Net increase (decrease) in cash $(106,152) $ 200,039 Net increase in cash-reserve 3,244 - Cash, beginning of year 121,516 17,806 --------- --------- Cash, end of year $ 18,608 $ 217,845 ========= ========= See notes to financial statements. 4 DITA, INC. NOTES TO FINANCIAL STATEMENTS YEAR ENDED FEBRUARY 28, 1999 AND INTERIM PERIOD ENDED AUGUST 31, 1999 (1) Summary of Significant Accounting Policies: Business Activity: The Company is a wholesaler of unique, alternative and fashionable women's sunglasses and sells to retailers throughout the United States, Japan and Europe. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value: Unless otherwise indicated, the fair values of all reported assets and liabilities which represent financial instruments (none of which are held for trading purposes) approximate the carrying values of such amounts. Cash: Equivalents ----------- For purposes of the statement of cash flows, cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations. Concentration ------------- The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Inventory: Inventory is valued at the lower of cost (first-in, first-out) or market. 5 DITA, INC. NOTES TO FINANCIAL STATEMENTS YEAR ENDED FEBRUARY 28, 1999 AND INTERIM PERIOD ENDED AUGUST 31, 1999 (1) Summary of Significant Accounting Policies, Continued: Income Taxes: Deferred income taxes are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. 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 (see Note 8). Net Loss Per Share: The Company has adopted Statement of Financial Accounting Standard No. 128, Earnings per Share ("SFAS No. 128"), which is effective for annual and interim financial statements issued for periods ending after December 15, 1997. SFAS No. 128 was issued to simplify the standards for calculating earnings per share ("EPS") previously in APB No. 15, Earnings per Share. SFAS No. 128 replaces the presentation of primary EPS with a presentation of basic EPS. The new rules also require dual presentation of basic and diluted EPS on the face of the statement of operations. Net loss per common share is computed based on the weighted average number of common shares outstanding. Unaudited Interim Financial Statements: In the opinion of the Company's management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the Company's financial position as of August 31, 1999, and the results of operations and cash flows for the six-month periods ended August 31, 1999 and 1998 have been included. The results of operations for the six-month period ended August 31, 1999, are not necessarily indicative of the results to be expected for the full fiscal year. For further information, refer to the financial statements and footnotes thereto included in the Company's Form 10-SB filed for the year ended February 28, 1999 and 1998. 6 DITA, INC. NOTES TO FINANCIAL STATEMENTS YEAR ENDED FEBRUARY 28, 1999 AND INTERIM PERIOD ENDED AUGUST 31, 1999 (2) Property and Equipment: 08-31-99 02-28-99 -------- -------- Display cases $ 76,254 $ 73,854 Computers and software 34,939 34,939 Furniture and fixtures 9,670 9,670 -------- -------- 120,863 118,463 Less accumulated depreciation and amortization 30,731 30,731 -------- -------- $ 90,133 $ 87,732 ======== ======== (3) Advances from Officer-Stockholders: This amount represents the unpaid balance of non-interest bearing short-term advances received from officer-stockholders. Such advances are unsecured and payable on demand. (4) Note Payable, Bank: The Company has a line of credit with its bank in the amount of $55,000 which was secured by a collateral savings account in the amount of $55,000. As of July 16, 1999, the line of credit was paid off and the secured savings account was released to the Company. Interest paid on all corporate borrowings, exclusive of related party interest and other bank interest amounted to $798 for the year ended February 28, 1999. (5) Obligations under Capital Lease: The Company leases computer equipment, software, lens cutters and trade show booths under the terms of a capital lease, which is secured by the related equipment costing $41,440. The following is a schedule by years of future minimum lease payments required under the capital leases, together with the present value of the net minimum lease payments: 7 DITA, INC. NOTES TO FINANCIAL STATEMENTS YEAR ENDED FEBRUARY 28, 1999 AND INTERIM PERIOD ENDED AUGUST 31, 1999 Year ending February 28, 2000 $14,600 2001 16,431 2002 1,438 ------- Present value of minimum lease payments 32,469 Less current maturities 14,600 ------- $17,869 ======= Interest expense for the year ended February 28, 1999 amounted to $3,492 and for the six months ended August 31, 1999 amounted to $10,199. (6) Common Stock: Between April 18, 1997 and July 10, 1997, the Company's principal supplier of sunglasses, who is also a shareholder and member of the Board of Directors, purchased 425,000 shares of common stock for $100,000. Also, on April 18, 1997, three officer-stockholders of the Company were issued a total of 275,000 shares for services previously provided on behalf of the Company. As of February 28, 1999 and 1998, there were 92,900 shares outstanding that had been sold through a December 1995 public offering made in reliance upon an exemption from registration under federal and state securities laws provided by Regulation D, Rule 504 of the Securities and Exchange Commission. (7) Related Party Transactions: The Company's principal supplier of sunglasses is also a shareholder and a member of the Board of Directors. Total product purchased from this supplier for the year ended February 28, 1999 was $313,746. Accounts payable and accrued expenses at February 28, 1999 include $131,162 payable to this supplier. The Company also pays interest on outstanding accounts payable balances at a rate of 9% per year to this related party. (8) Income Taxes: For federal income tax return purposes, the Company has available net operating loss carryforwards of approximately $556,000 and $381,000, which expire through 2013 and 2012 and are available to offset future income tax liabilities for the years ended February 28, 1999 and 1998, respectively. Temporary differences which give rise to deferred tax assets and liabilities at February 28, 1999 are as follows: 8 DITA, INC. NOTES TO FINANCIAL STATEMENTS YEAR ENDED FEBRUARY 28, 1999 AND INTERIM PERIOD ENDED AUGUST 31, 1999 Net operating loss carryforwards $ 226,548 $ 152,400 Valuation allowance (226,548) (152,400) --------- --------- Net deferred taxes $ - $ - ========= ========= (9) Subsequent Event: The Company has had discussions with two companies that would like to acquire the Company's corporate shell. As of October 20, 1999, no negotiations have been finalized and none are under way. Upon completion of any such proposed sale, the Company would be under different management and would conduct a different business. The present business of the Company would presumably be sold. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere. See "Item 1. Financial Statements." Financial condition, changes in financial condition and results of --------------------------------------------------------------------------- operations - Second Quarter of Fiscal Year 2000 Compared to Second Quarter of - -------------------------------------------------------------------------------- Fiscal Year 1999 - ---------------- Dita's sales increased by $42,985 from $198,907 in the three-month period ended August 31, 1998 (Q2:1999) to $241,892 in the three-month period ended August 31, 1999 (Q2:2000) a 21.6 percent increase. There were, however, significant changes in the origin of these sales, as follows: Q2:2000 Q2:1999 -------------------- --------------------- Per- Per- Origin of Sales Amount cent Amount cent --------------- --------- ----- -------- ----- Optical $ 73,289 30.3 $ 50,082 25.2 Boutique 79,847 33.0 109,102 54.9 Department store 15,932 6.6 12,055 6.1 International 86,056 35.6 42,602 21.4 Freight income 2,378 1.0 2,744 1.4 Defective merchandise (24) .0 0 .0 Returns & exchanges (15,708) (6.5) (17,658) (8.9) Discounts 14 .0 (397) (.2) Interest income 109 .0 377 .2 -------- ----- -------- ----- Totals $241,892 100.0 $198,907 100.0 Of particular note are the above increases in optical sales and international sales and the decrease in boutique sales. The increase in optical sales is especially healthy, because it represents the first results of a strategic decision, taken in the second half of fiscal year 1998, to reduce optical sales to the mass market - that is, the "low end" of the market - in order to gain the standing needed to appeal to the "high end" of the market, where the gross margin is higher. The above increase in international sales is attributed primarily to $5,726 in higher sales in Canada and $46,679 in sales in Japan. As for Canada, our distributor there, Overdrive, is now in its third year distributing Dita products. Overdrive reports an increase in brand awareness for our products, as reported to it by Canadian retail shops. As for Japan, the Q2:2000 sales in Japan have no comparable sales in Q2:1998, as we had not yet acquired a distributor for our products in Japan by the end of Q2:1999. The above decrease in boutique sales essentially represents an earlier delivery in Q1:2000 of products ordered by boutiques. As is shown in the subsequent discussion of sales for the first half of fiscal year 2000, boutique sales were flat for the first half of FY 2000 as compared with the first half of FY 1999. 10 The cost of sales increased from $96,077, or 48.3 percent of sales, in Q2:1999 to $112,508, or 46.5 percent of sales, in Q2:2000, an increase of only 17.1 percent and a slight improvement when considered as a percentage of sales. Operating expenses, however, increased from $129,823 - or 65.3 percent of sales - in Q2:1999 to $205,889 - or 85.1 percent of sales - in Q2:2000. This increase is due primarily to - o an increase in advertising expense from $625 or 0.3 percent of sales in Q2:1999 to $42,815 or 17.7 percent of sales in Q2:2000, the increase being attributable to management's decision to increase our marketing efforts in order to increase brand awareness of our products; o an increase in travel expense from $1,305 or 0.7 percent of sales in Q2:1999 to $10,283 or 4.3 percent of sales in Q2:2000, the increase being attributable to our attending three additional trade shows during this period - one in Japan, one in Australia, and one in London; o an increase in accounting fees from $4,400 or 2.2 percent of sales in Q2:1999 to $13,600 or 3.6 percent of sales in Q2:2000, the increase being attributable to our having incurred our annual audit for FY 1998 in the first quarter of FY 1999 and our annual audit for FY 1999 in the second quarter of FY 2000; and o an increase in equipment leasing expense from $506 or 0.3 percent of sales in Q2:1999 to $6,694 or 2.8 percent of sales in Q2:2000, the increase being attributable to the lease of a new lens cutting machine, that helps us reduce excess inventory by substituting lenses that will sell for lenses that will not sell, and the lease of a trade show booth used to promote and sell our products at trade shows. Dita suffered a net loss from operations of $26,993 in Q2:1999, which loss increased to a net loss of $76,505 in Q2:2000. The increases in advertising expense and travel expense alone account for more than the increase in net loss from operations. These increases reflect management's decision to increase consumer awareness of our brands, particularly in new markets. Our accounts receivable increased by $34,384 from $71,249 at the end of fiscal year 1999 to $105,633 at the end of Q2:2000, and our accounts payable and accrued expenses increased by $79,343 from $209,578 at the end of FY 1999 to $288,921 at the end of Q2:2000. A cash position of $65,822 at the end of FY 1999 was reduced to $15,364 at the end of Q2:2000, but inventory increased from $71,587 at the end of FY 1999 to $132,931 at the end of Q2:2000. Stockholders' equity decreased from $77,043 at the end of FY 1999 to only $190 at the end of Q2:2000. 11 Financial condition, changes in financial condition and results of - -------------------------------------------------------------------------------- operations - First Half of Fiscal Year 2000 Compared to First Half of Fiscal - -------------------------------------------------------------------------------- Year 1999. - --------- Sales in the first half of FY 2000 were comparable to sales in the first half of FY 1999 - $531,179 compared to the earlier $525,245. There were, however, significant changes in the origin of these sales, as follows: 1st Half:2000 1st Half:1999 Per- Per- Origin of Sales Amount cent Amount cent --------------- -------- ----- -------- ----- Optical $158,674 29.9 $353,593 67.3 Boutique 156,524 29.5 154,323 29.4 Department store 35,080 6.6 15,718 3.0 International 224,709 42.3 53,703 10.2 Freight income 5,853 1.1 7,571 1.4 Defective merchandise (24) .0 0 .0 Returns & exchanges (50,327) (9.5) (59,709) (11.4) Discounts 14 .0 (416) (.1) Interest income 676 .1 462 .1 -------- ----- -------- ----- Totals $531,179 100.0 $525,245 100.0 Of particular significance is the above decrease in optical sales and the increase in department store sales and international sales. After the first half of FY 1999, management changed its marketing strategy for optical accounts. Dita was having difficulty penetrating the high-end optical market, where prices are higher and gross margins are higher than in the lower-end mass market. This difficulty was attributable to high-end retailers' awareness of the presence of Dita's trade name in the mass market. We deliberately eliminated many of our mass market accounts after the second half of FY 1999 in order to gain, in time, the high-end business we seek. The above increase in department store sales occurred primarily during Q1:2000 and at the Nordstrom and Barney New York stores where our sales representatives conducted a monthly in-store promotion working with the stores' sales staff selling products directly to customers. The above increase in international sales is attributed to $35,280 in higher sales in Canada and $80,020 in sales in Japan. Our Canadian distributor, Overdrive, considerably increased its distribution to Canadian optical accounts through the introduction in Canada of our ophthalmic line that we released for Canada in the first quarter of FY 2000. Sales in Japan accounted for $80,000 of the above increase in international sales, as we had not yet acquired a distributor for Japan by the end of the first half of FY 1999. The cost of sales decreased slightly from $253,140 or 48.2 percent of sales in the first half of FY 1999 to $246,875 or 46.5 percent of sales in the first half of FY 2000. Operating expenses increased by $104,226 from $256,929 - or 48.9 percent of sales - in the first half of FY 1999 to $361,155 - or 68 percent of sales - in the first half of FY 2000. The increase is due primarily to - 12 o an increase in advertising expense from $3,119 or 0.6 percent of sales in the first half of FH 1999 to $86,643 or 16.3 percent of sales in the first half of FY 2000, the increase being attributable to management's decision to increase our marketing efforts in order to increase brand awareness of our products; o an increase in travel expenses from $2,776 or 0.5 percent of sales in the first half of FY 1999 to $16,750 or 3.2 percent of sales in the first half of FY 2000, the increase being attributable to our attending three additional trade shows during this period - one in Japan, one in Australia, and one in London; o an increase in equipment leasing from $2,466 or 0.5 percent of sales in the first half of FY 1999 to $12,124 or 2.3 percent of sales in the first half of FY 2000, the increase being attributable to the lease of a new lens cutting machine, that helps us reduce excess inventory by substituting lenses that will sell for lenses that will not sell, and the lease of a trade show booth used to promote and sell our products at trade shows; o an increase in legal fees from $10,788 or 2.1 percent of sales in the first half of FY 1999 to $16,407 or 3.1 percent of sales in the first half of FY 2000, the increase being attributable to legal advice and representation we sought in connection with overtures made to us by two companies, each of which proposed that we sell our present sunglasses business and sell to it our resulting corporate shell; and o an increase in interest expense from $6,890 or 1.3 percent of sales in the first half of FY 1999 to $10,199 or 1.9 percent of sales in the first half of FY 2000, the increase being attributable to the institution by Glance in May 1998 of a one percent a month interest charge on our outstanding balance to Glance, which increase was not in effect the first two months of the first quarter of FY 1999. The above increases were offset, however, by several decreases in operating expenses, primarily the following: o a decrease in sales commissions expense from $61,715 or 11.7 percent of sales in the first half of FY 1999 to $43,473 or 8.2 percent of sales in the first half of FY 2000, the decrease being attributable to the decrease in optical sales - sales for which sales commissions are paid - and the increase in international sales - sales for which no commissions are paid as they are handled by our president, Troy Schmidt, who is a salaried employee; and o a decrease in postage expense from $3,357 or 0.6 percent of sales in the first half of FY 1999 to $1,025 or 0.2 percent of sales in the first half of FY 2000, the decrease being attributable to our switching from FedEx to UPS for overnight international parcels and a new policy of billing our 13 international distributors for postage on all marketing materials and supplies sent to them. Dita realized net income from operations of $15,176 in the first half of 1999 but a net loss from operations of $76,852 in the first half of FY 2000. The increase in advertising and travel expenses account for more than the difference in net operating results. Liquidity and Outlook. --------------------- We have been able to stay in operation only (1) from the services provided by Glance, Inc., a manufacturer of sunglasses under the control of Bendar Wu, the chairman of our board of directors, which company funds and warehouses a considerable portion of our inventory and (2) from the proceeds realized from the sale of capital stock. With respect to the sales of stock, we covered our $186,270 loss from operations in fiscal 1999 by the sale of $200,000 in capital stock. In fiscal 1999 we also borrowed $19,000 on our bank line of credit. We ended fiscal 1999 with $121,516 cash in the bank. By the end of the second quarter of fiscal 2000 (August 31, 1999) our cash position had fallen to $18,608 from $121,516 at the end of fiscal 1999. Our net loss from operations was $76,852 during the first half of FY 2000, but we increased our inventory by $61,344 and repaid debt of $9,985 to officers and $14,238 on our bank line of credit. Glance provides liquidity as follows: standard payment terms in our industry are to provide a secured letter of credit to the manufacturer for the entire amount of a purchase order submitted. The letter of credit matures upon the manufacturer's shipment of the product. Glance requires no letter of credit or deposit of any type to secure a purchase order from us. In addition, Glance takes shipment of the inventory ordered and warehouses it until we need it. Once we order the inventory to be delivered from Glance's warehouse, we have 30 days to pay for it. We perceive the solution to our continuing losses to be an improvement in our gross margin. The essential services provided by Glance, Inc. come at a cost to us - they increase our cost of goods sold from 20 to 30 percent above industry standard. Yet, it is impossible to dispense with these services without the cash to pay for and warehouse all our inventory. We are working on obtaining lines of credit from lending institutions that cater to small businesses. When we have exhausted these possibilities, we will attempt to obtain capital through the sale of shares of common stock. Unfortunately, our inability to demonstrate profitable operations makes it difficult to sell capital stock. At this time, we have not identified the sources of additional lines of credit or of equity capital we need to break out of our dilemma. During the next six months, we need to increase our bank line of credit from $45,000 to approximately $100,000 to help pay for the implementation of new prescription glasses lines. Within the next year, though, we need additional equity capital or an additional line of credit of approximately $150,000 to decrease our dependence on Glance, Inc. and thereby improve our profit margins. 14 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 27 Financial Data Schedule* *Previously filed and incorporated herein by reference. (b) Forms 8-K None 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. Date: November 02, 1999 Dita, Inc. By/s/ Troy Schmidt --------------------------- Troy Schmidt, President and Chief Financial Officer 15