UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [ X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2000 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to --------------- Commission File Number 0-26729 -------------- WORLDBID CORPORATION - ----------------------------------------------------------------- (Exact name of small Business Issuer as specified in its charter) Nevada 88-0427619 - ------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organisation) Suite 1100, 1175 Douglas Street Victoria, British Columbia, Canada V8W 2E1 - ---------------------------------- ------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: 250-475-2248 None ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [ ] Yes [ X] No State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 6,160,000 Shares of $.001 par value Class A Common Stock outstanding as of March 1, 2000. PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended January 31, 2000 are not necessarily indicative of the results that can be expected for the year ending April 30, 2000. 2 WORLDBID CORPORATION FINANCIAL STATEMENTS JANUARY 31, 2000 3 INDEX TO FINANCIAL STATEMENTS ----------------------------- Page ---- Financial Statements: Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . 5 Statement of Operations and Accumulated Deficit . . . . . . . . 6 Statement of Changes in Stockholders' Equity. . . . . . . . . .7 Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . 8 Notes to Financial Statements . . . . . . . . . . . . . . . . . 9-14 Supplemental Statement: Statement of Operating Expenses . . . . . . . . . . . . . . . 16 4 WORLDBID CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET JANUARY 31, 2000 ASSETS Current Assets Cash $ 297,411 Accounts Receivable 8,227 --------- Total Current Assets $ 305,638 Property and Equipment Computer Software 4,362 Computer Equipment 107,337 Office Equipment 28,567 -------- Total Property and Equipment 140,266 Less Accumulated Depreciation <7,013> -------- Net Property and Equipment 133,253 Other Assets - Proprietary Software 47,656 Domain Names 6,741 -------- 54,397 TOTAL ASSETS $ 493,288 ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable and Accrued Expenses $ 22,579 --------- Total Current Liabilities $ 22,579 Stockholders' Equity Common Stock, $0.001 par value 100,000,000 shares authorized, 6,160,000 shares issued 6,160 Additional Paid in Capital 686,340 Subscribed and Unissued 450,000 Accumulated deficit <671,791> --------- Total Stockholders' Equity 470,709 ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 493,288 ========= 5 WORLDBID CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT FOR THE NINE MONTHS ENDED JANUARY 31, 2000 Revenues $31,161 Operating Expenses <632,660> --------- Loss Before Other Income <601,499> Other Income - Interest 1,280 --------- Loss Before Provision for <600,219> Income Taxes Provision for Income Taxes <0> --------- Net Loss <600,219> Accumulated Deficit, April 30, 1999 <71,572> ------- Accumulated Deficit, January 31, 2000 $<671,791> ========= Net Loss per Share $<0.11> ====== Weighted Average Shares Outstanding 6,000,000 ========= 6 WORLDBID CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE NINE MONTHS ENDED JANUARY 31, 2000 Common Stock Additional Accumulated Total Dollar Paid in Deficit Stockholders' Shares Amount Capital Equity --------- ------- --------- ----------- ------------ Balances - -------- April 30, 1999 6,000,000 $ 6,000 $ 486,500 $ <71,572> $ 420,928 Rule 506 Offering - ----------------- January 31, 2000 $1.25 per Unit 160,000 $160 $ 199,840 ---- $ 200,000 Subscribed for but Unissued ----- ----- $ 450,000 ------ $ 450,000 Net Loss - -------- Period Ended January 31, 2000 ------ -------- -------- $<600,219> <$600,219> -------------------------------------------------------- Balances - -------- January 31, 2000 6,160,000 $6,160 $1,136,340 $ <671,791> $470,709 ========================================================== 7 WORLDBID CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED JANUARY 31, 2000 Cash Flows from Operating Activities: Net Loss $ <600,219> Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Amortization 3,100 Depreciation 4,066 <Increase> Decrease in: Accounts Receivable <8,227> Increase <Decrease> in: Accounts Payable and Accrued Expenses 17,171 --------- Net Cash Used by Operating Activities <584,109> Cash Flows from Investing Activities: Computer Equipment/Software Purchases $ <99,412> Office Equipment Purchases <28,567> Domain Name Registrations <6,741> --------- Net Cash Used by Investing Activities <134,720> --------- Cash Flows from Financing Activities Net Proceeds from Issuance of Common Stock $200,000 Subscribed for but not Issued $450,000 -------- Net Cash from Financing Activities $650,000 Net Decrease in Cash <68,829> Cash, April 30, 1999 366,239 -------- Cash, January 31, 2000 $297,410 ======== Supplemental Disclosure of Cash Flow Information: None 8 WORLDBID CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - --------------------------------------------------- General - ------- Worldbid Corporation (the "Company" or "WBC") was originally incorporated on August 10, 1998 in the state of Nevada as "Tethercam Systems, Inc.". On January 15, 1999 the Company changed its name to Worldbid Corporation. The Company is engaged in the acquisition and development of proprietary commercial web sites. WBC plans to earn revenues from advertising generated on these sites and through e-mail that targets potential suppliers. The Company's initial business is transacted through its current Internet web site located at "www.worldbid.com". This site is still in the development stage. Basis of Presentation - --------------------- The Company reports revenue and expenses using the accrual method of accounting for financial and tax reporting purposes. Use of Estimates - ---------------- Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Development Stage Company - ------------------------- WBC meets the guidelines of SFAS No. 7 and as such is classified as a development stage company. Pro Forma Compensation Expense - ------------------------------ WBC accounts for costs of stock-based compensation in accordance with APB No. 25, "Accounting for Stock Based Compensation" instead of the fair value based method in SFAS No. 123. No stock options have been issued by WBC. Accordingly, no pro forma compensation expense is reported in these financial statements. 9 WORLDBID CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED - --------------------------------------------------------------- Accounts Receivable - ------------------- No allowance for uncollectable accounts has been provided. Management has evaluated the accounts and believes they are all collectable. Depreciation, Amortization and Capitalization - --------------------------------------------- The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets (five to seven years). Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation, is removed from the appropriate accounts and the resultant gain or loss is included in net income. Impairment of Long-Lived Assets - ------------------------------- The Company evaluates the recoverability of long-lived assets in accordance with Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be disposed of". SFAS No. 121 requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds the future non-discounted cash flows attributable to such assets. Income Taxes - ------------ The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under Statement 109, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations. 10 WORLDBID CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED - --------------------------------------------------------------- Fair Value of Financial Instruments - ----------------------------------- Financial accounting Standards Statement No. 107, "Disclosures About Fair Value of Financial Instruments", requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company's financial instruments consist primarily of cash and certain investments. Per Share Information - --------------------- The Company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period. 11 WORLDBID CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED - --------------------------------------------------------------- Recently Issued Accounting Pronouncements - ----------------------------------------- Effective at inception, the Company has adopted the provisions of SOP No. 98-1, "Software for Internal Use", issued by the American Institute of Certified Public Accountants. Other recently issued accounting pronouncements will have no significant impact on the Company and its reporting methods. Capitalized Software - -------------------- The Company has capitalized computer software costs incurred during the application development stage in accordance with SOP No. 98-1 issued by the American Institute of Certified Public Accountants. These capitalized costs consist primarily of direct materials, services and payroll related costs associated with the coding, installation to hardware and testing of the Company's software. Costs incurred subsequent to the Company's application development stage to enhance, manage, monitor and operate the Company's website will be expensed as incurred. NOTE 2 - ACQUISITION OF WORLDBID.COM - ------------------------------------ On February 2, 1999 the Company acquired the web site "worldbid.com" together with all software, tangible and intellectual assets and rights associated with that site from Databoat International Limited (Databoat). This web site which consists of software and registered rights, was accounted for as an asset acquisition as are other software purchases and development costs. The Company has issued to Databoat a total of 3,000,000 restricted shares of common stock (Databoat Shares-Fair Market Value $30,000) pursuant to an acquisition agreement. The Company has also entered into a consulting agreement with Databoat's principal stockholder, Mr. Scott Wurtele and on-line Design, a company controlled by him. 12 WORLDBID CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 2 - ACQUISITION OF WORLDBID.COM - CONTINUED The Company and Databoat have agreed that the Databoat Shares will be held in escrow for a period of four years on the terms and conditions of an escrow agreement between the Company, Databoat and Cane & Company, the attorneys for the company (the "Escrow Agreement"). The Databoat shares will be released to Databoat in accordance with the Escrow Agreement, commencing on the date which is one year from the date of closing on the following schedule. Anniversary of Closing Date Number of Shares --------------------------- ---------------- One Year 300,000 shares Two Year 700,000 shares Three Year 1,000,000 shares Four Year 1,000,000 shares A total of 300,000 shares of the Databoat shares were releases to Databoat effective as of February 16, 2000. NOTE 3 - PROVISION FOR INCOME TAXES - ----------------------------------- The provision for income taxes for the period ended January 31, 2000 represents the minimum state income tax expense of the Company, which is not considered significant. NOTE 4 - COMMITMENTS AND CONTINGENCIES - -------------------------------------- Operating Leases - ---------------- The Company's subsidiary, Worldbid Networks Inc., leases 3,800 square feet of office space in Victoria, British Columbia. The lease is for a term expiring on July 31, 2003. Worldbid Networks' lease obligations under the lease are a base lease rate of $3,600 CDN per month, equivalent to approximately $2,475 per month as of March 1, 2000, plus operating expenses and taxes. Management Consulting Agreement - ------------------------------- The Company has entered into a consulting agreement, with On-Line Design, a British Columbia company owned 100% by Mr. Wurtele. The Company will pay $5,000 per month expiring February 16, 2000 and then $7,500 per month expiring February 16, 2001. In exchange for these payments, On-Line Design will provide management and continued development of the Company's business. Litigation - ---------- The Company is not presently involved in any litigation. 13 WORLDBID CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 5 - RELATED PARTY TRANSACTIONS - ----------------------------------- The Company has entered into a consulting agreement (see management consulting agreement), with on-line Design, a company controlled by Mr. Scott Wurtele. Databoat, a major stockholder of WBC, is also controlled by Mr. Scott Wurtele (see Acquisition of Worldbid.Com). NOTE 6 - OFFERING - ----------------- The Company is presently undertaking an offering of up to 1,250,000 units pursuant to Rule 506 of Regulation D of the Securities Act of 1933 to persons who are accredited investors. Each unit consists of one share of the Company's Common Stock, $0.001 par value and one share purchase warrant. Each warrant will be exercisable for a period of two years at a price of $1.50 per share during the first year following closing and at a price of $1.75 during the second year following closing. The Company had completed the sale of 160,000 units as of January 31, 2000 and had received subscriptions for $450,000 of units which had not been issued as of January 31, 2000. 14 SUPPLEMENTAL STATEMENT 15 WORLDBID CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATING EXPENSES FOR THE NINE MONTHS ENDED JANUARY 31, 2000 Operating Expenses Accounting $ 11,191 Amortization 3,100 Automobile 1,483 Bank Charges 772 Computer Maintenance 410 Consulting 4,181 Depreciation 4,066 Directors Fees 5,500 Dues and Subscriptions 1,160 Internet Provider Fees 2,656 Insurance 411 Legal Fees 59,590 Market Research and Development 130,969 Office Administration 25,344 Leasehold Improvements 3,226 Office Supplies 3,183 Postage and Delivery 2,404 Posting Bids 35,034 Professional Development 8,175 Programming Efforts Expensed 74,489 Rent 18,444 Salaries 11,560 Sales Commissions 1,665 Sales Expenses 11,090 Telephone 17,170 Travel and Entertainment 23,948 Web Site Management 64,984 Web Design 14,197 Web Site Development 92,258 --------- Total Operating Expenses $ 632,660 ========= See Notes to Financial Statements 16 Item 2. Management's Discussion and Analysis or Plan of Operations GENERAL WorldBid Corporation (the "Company") is an electronic commerce company which owns and operates an on-line business-to-business world trade web site. The Company's web site is located on the Internet at "www.worldbid.com" (the "Web Site"). The Web Site facilitates business transactions on the Internet by providing an organized and systematic tool for businesses to post notices of goods for sale and requests for tender of goods. The Company uses e-mail notifications in order to enable businesses to connect. The Company has focused on the international trade market in order to provide an economical means of enabling businesses from around the world to meet and transact business. The Web Site solicits businesses who have products for sale or who are interested in procuring products for purchase. The Web Site enables businesses to submit postings on the web site in a systematic and organised manner. Businesses are connected using a system of automatic e-mail notifications whereby postings are transmitted to other businesses within specific categories of interest. Businesses are then able to contact other businesses directly and negotiate transactions between themselves without the involvement of the Company. The Company acquired the "Worldbid.com" internet business in February 1999. Since that date the Company has completely restructured the Web site in the following manner: a)	Re-design of the graphics and presentation of the Web site. b)	Expansion of the functionality of the Web site to include additional features, including posting of goods offered for sale and expanded e-mail notification capabilities. c)	Expansion and upgrading of the company's computer hardware and programming in order to expand the functionality and capacity of the Web site. d)	Addition and search capabilities in order that users can search for products by description or product codes. e)	Expansion in the number of categories within the Web site to more than 1,000. The Web site is now fully operational. The Company has reached a database of over 9,000 business parties who have completed postings on the web site. The number of business parties is presently growing at a rate of approximately 70 per day. The Company completed 1 million e-mail trade notifications during the month of July, 1999. The number of e-mail trade notifications increased to in excess of four million for the month of February, 2000. The Company has commenced actively marketing the advertising potential of the Web site now that the development of the Web site is complete. The Company realized its first advertising revenue in August. The Company has entered into strategic alliances with companies in Turkey, Italy, Germany, China and India for them to operate under the Worldbid banner with their own Web master. An 17 example of one such Web site is "worldbidgermany.com". The Company will receive 50% of all revenue earned by these joint ventures. The Company's board of directors was increased from three directors to four directors in February with the appointment of Mr. Paul Wagorn to the board of directors on February 17, 2000. The Company now has approximately twenty-eight (28) full-time equivalent contract personnel whose duties and responsibilities include programming, advertisement management software, automation of posting, sales and marketing, electronic marketing, website design and administration. The Company acquired WorldBid Networks Ltd. as a wholly owned subsidiary effective December 13, 1999. WorldBid Networks Ltd. has entered into a lease for approximately 3,800 square feet of office space in Victoria, British Columbia. The Company's web site operations and web site development activities will be carried out at this premises. The lease is for a term expiring July 31, 2003. The Company approved an incentive stock option plan on January 17, 2000 which provides for the grant of incentive stock options to purchase the Company's common stock to the Company's directors, officers, employees and permitted consultants. Options to purchase a total of up to 1,087,500 shares of the Company's common stock may presently be granted under the stock option plan. The Company has granted options to purchase a total of 567,500 shares of the Company's common stock under the stock option plan. Each option granted is for a term of four years and is exercisable at price of $1.50 per share. All options were granted on February 1, 2000. Options to purchase a total of 282,500 shares were granted to Logan Anderson, Howard Thomson and Scott Wurtele, each of whom is a director and officer of the Company and all of which options are fully vested. Options to purchase a total of 285,000 shares were granted to the Company's employees and eligible consultants, each of which options is subject to vesting over a period of four years from the date the employee or consultant joined the Company. RESULTS OF OPERATIONS Sales - ----- The Company realized revenues of $31,161 for the nine months ended January 31, 2000. The revenues consisted primarily of revenues from advertising on the e-mail trade notifications. Revenues from advertising commenced in August 1999. The Company anticipates that revenue from advertising will increase if the number of e-mail trade notifications sent by the Company continues to increase. Costs Of Goods Sold/Operating Expenses/Research And Development Expenses - ------------------------------------------------------------------------ The Company's operating expenses were $632,660 for the nine month period ending January 31, 2000, compared to operating expenses of $55,512 for the period ending April 30, 1999. Management expects that operating expenses and research and development costs will increase substantially as the Company attempts to expand its business operations in accordance with its business plans. The Company anticipates increased operating expenses due to the following: (i) 18 the Company plans a substantial marketing program over the next nine months in order to increase awareness of the Company and its Web site; (ii) expenses associated with anticipate increased Web site usage; (iii) expenses associated with additional programs to be written to handle the anticipated increased outgoing e-mail traffic; (iv) the Company's leased premises in Victoria, British Columbia; and (v) additional expenses associated with completing the Company's plan of operations, as discussed below. Net Loss - -------- The Company recorded a net loss of $600,219 for the nine months ended January 31, 2000, compared to a net loss of $71,571 for the period ending April 30, 1999. This loss reflects the fact that the Company did not achieve material revenues during the nine months ending January 31, 2000. The Company anticipates that losses will increase as the Company increases its operating expenses to carry out its plan of operations. In particular, the Company has recently increased its advertising expenses associated with carrying out a marketing campaign of the Company's business and web site. There is no assurance that these advertising expenses will result in increased revenues. PLAN OF OPERATIONS The Company's plan of operations for the next twelve months involves attempting to increase revenue from the Company's Web site operations using the following key business development and marketing strategies: 1. Developing advertising sales for the Web site; 2. Evaluating the additional revenue opportunities for the Web site; 3. Initiating advertising and promotional campaigns for the Web site; 4. Continuing the enhancement of the Web site to offer a unique Internet world trade site; 5. Expanding the functionality and features of the Web site; 6. Monitor usage of the Web site and develop user profiles; 7. Add additional web sites for countries outside of the United States and Canada. The Company also plans to evaluate the following sources of potential revenue which may be earned from its Web site operations: 1. Subscription charges whereby the Company would charge fees for posting requests for tenders and offers for sale. A subscription fee model is presently being tested on the Worldbidindia.com web site. The Company may charge fees to businesses once the volume of usage on the Web site has increased to a level where businesses are prepared to pay a fee for the service. 2. Contractual arrangements with other companies whereby the Company would earn a commission or fee based on referrals to Web sites operated by other companies. 3. Future revenue streams derived on the basis of a percentage of the value of the business transacted on the Company's web site and auctions completed through the Company's web site. The implementation of any new potential revenue source would require additional software development and implementation. 19 The Company's plan of operations is set forth in detail in the Company's Form 10-SB registration statement which has been filed with the Securities and Exchange Commission. Liquidity The Company had cash on hand of $297,411 and working capital of $283,059 as of January 31, 2000. The Company's monthly operating expenses are approximately $130,000 per month. The Company's revenues have increased to approximately $20,000 per month. Accordingly, the Company will require additional financings in order to continue business operations. The Company is presently undertaking an offering of up to 1,250,000 units pursuant to Rule 506 of Regulation D of the Securities Act of 1933 to persons who are accredited investors. Each unit consists of one share of the Company's Common Stock, $0.001 par value and one share purchase warrant. Each warrant will be exercisable for a period of two years at a price of $1.50 per share during the first year following closing and at a price of $1.75 during the second year following closing. The Company had completed the sale of 160,000 units as of January 31, 2000, for proceeds of $200,000. The Company had received subscriptions totalling $450,000 as of January 31, 2000, however the shares and warrants comprising the units subscribed for were not issued as of January 31, 2000. The Company plans to use these proceeds to funds its working capital requirements and to fund the Company's increased marketing campaign. The Company's discussion of its financial condition and operating results and plan of operations includes forward-looking statements. Actual operating and financial results of the Company and the Company's actual plan of operations may differ materially from the stated plan of operations. Factors which may cause the actual results of the Company or its actual plan of operations to vary include, without limitation, decisions of the board of directors not to pursue the stated plan of operations based on re-assessment by the board of directors of the plan which is in the best interests of the Company, changes in the Internet business or general economic conditions. 20 PART II - OTHER INFORMATION Item 1. Legal Proceedings 	None Item 2. Changes in Securities 	None Item 3. Defaults upon Senior Securities 	None Item 4. Submission of Matters to a Vote of Security Holders 	None Item 5. Other Information 	None Item 6. Exhibits and Reports on Form 8-K. (a) 	None (b) 	Reports on Form 8-K--None 21 SIGNATURES In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WORLDBID CORPORATION Date: March 14, 2000 By: /s/ Howard Thomson HOWARD THOMSON Director, Secretary & Treasurer 22