U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------- ------------------ Commission File No. 000-50892 Hangman Productions, Inc. ------------------------ (Name of Small Business Issuer as specified in its charter) UTAH 87-0638511 ---- ----------- (State or other jurisdiction of (Employer I.D. No.) organization) 1338 S FOOTHILL DR. #200 SALT LAKE CITY, UT 84108 ----------------- (Address of Principal Executive Office) Issuer's Telephone Number, including Area Code: (801) 649-3519 (Former Name or Former Address, if changed since last Report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. (1) Yes X No (2) Yes X No ---- ---- ---- ---- Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (as defined in Rule 12b-2 of the Exchange Act). Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [_] Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X| APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS None, Not Applicable; Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by court. Yes |_| No |X| APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: November 10, 2009 1,490,000 1 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence on the following page, together with related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant. The Financial Statements are on file with the Company's Auditor. HANGMAN PRODUCTIONS, INC. [A Development Stage Company] BALANCE SHEETS As of September 30, 2009 and December 31, 2008 9/30/2009 12/31/2008 ---------------- ---------------- [Unaudited] [Audited] ASSETS Assets Current Assets Cash $ 4,400 $ 9,380 ---------------- ---------------- Total Current Assets 4,400 9,380 Total Assets $ 4,400 $ 9,380 ================ ================ LIABILITIES AND STOCKHOLDERS' DEFICIT Liabilities Current Liabilities Accounts Payable $ 13,345 $ 14,447 Franchise Taxes Payable - 100 Accrued Interest - Related Party - 981 Unearned Revenue 4,345 Accrued Director Compensation 2,469 2,379 ---------------- ---------------- Total Current Liabilities 20,159 17,907 ---------------- ---------------- Long Term Liabilities Note Payable - Shareholders 54,968 40,427 ---------------- ---------------- Total Long Term Liabilities 54,968 40,427 ---------------- ---------------- Total Liabilities $ 75,127 $ 58,334 ---------------- ---------------- Stockholders' Deficit Common Stock, $.01 par value; 50,000,000 shares authorized; 1,490,000 shares issued and outstanding 14,900 14,900 Paid-in Capital 103,897 102,997 Deficit Accumulated during the development stage (189,524) (166,851) ---------------- ---------------- Total Stockholders' Deficit (70,727) (48,954) ---------------- ---------------- Total Liabilities and Stockholders' Deficit $ 4,400 $ 9,380 ================ ================ 2 HANGMAN PRODUCTIONS, INC. [A Development Stage Company] STATEMENTS OF OPERATIONS For the Three and Nine Months Ended September 30, 2009 and 2008 and For the Period from Inception through September 30, 2009 For the For the For the For the Three Months Three Months Nine Months Nine Months Since Inception Ended Ended Ended Ended through 9/30/2009 09/30/2008 09/30/2009 09/30/2008 09/30/2009 ------------- ----------- ------------- ------------- ------------ Revenues $ - $ 3,694 $ - $ 3,694 $ 20,203 Cost of Sales - 3,250 - 3,250 9,000 ------------- ----------- ------------- ------------- ------------ Gross Margin - 444 - 444 11,203 General and Administrative Expenses 4,302 3,392 19,264 26,787 155,602 ------------- ----------- ------------- ------------- ------------ Operating Loss (4,302) (2,948) (19,264) (26,343) (144,399) Interest Income - 6 - 6 43 Interest Expense (1,297) (1,119) (3,409) (3,499) (11,878) ------------- ----------- ------------- ------------- ------------ Net Loss Before Income Taxes (5,599) (4,061) (22,673) (29,836) (156,234) Provision for Income Taxes - 122 - 122 880 ------------- ----------- ------------- ------------- ------------ Net Loss from Continuing Operations (5,599) (4,183) (22,673) (29,958) (157,114) ------------- ----------- ------------- ------------- ------------ Discontinued Operations: Gain/(Loss) from discontinued operations, net of tax - - - (11,162) (32,410) ------------- ----------- ------------- ------------- ------------ Loss from Discontinued Operations - - - (11,162) (32,410) Net Income/(Loss) $(5,599) $(4,183) $(22,673) $(41,120) $(189,524) ============= =========== ============= ============= ============ Income/(Loss) Per Share from Continuing Operations $ (0.01) $ (0.01) $ (0.02) $ (0.02) $ (0.16) ============= =========== ============= ============= ============ Income/(Loss) Per Share from Discontinued Operations $ - $ - $ - $ (0.01) $ (0.03) ============= =========== ============= ============= ============ Income/(Loss) Per Share $ (0.01) $ (0.01) $ (0.02) $ (0.03) $ (0.19) ============= =========== ============= ============= ============ Weighted Average Shares Outstanding 1,490,000 1,490,000 1,490,000 1,490,000 984,106 ============= =========== ============= ============= ============ 3 HANGMAN PRODUCTIONS, INC. [A Development Stage Company] STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2009 and 2008 and For the Period from Inception through September 30, 2009 For the For the Nine Months Nine Months Since Inception Ended Ended through 9/30/2009 09/30/2008 9/30/2009 ------------- ----------- ----------- Cash Flows from Operating Activities Net Income/(Loss) (22,673) (41,120) (189,524) Gain/(Loss) from Discontinued Operations - 11,162 32,410 ------------- ----------- ----------- Loss from Continuing Operations (22,673) (29,958) (157,114) Adjustments to reconcile net loss to net cash From Operating Activities: Non-cash contributed by shareholder 900 900 3,300 (Increase)/Decrease in prepaid expenses - 684 - Increase / (Decrease) accounts payable (1,102) 3,814 13,345 Increase/(Decrease) in income taxes payable (100) - - Increase / (Decrease) in salaries payable 90 86 39,969 Increase/(Decrease) in Unearned Revenue 4,345 - 4,345 Increase / (Decrease) in accrued interest - related party 2,338 3,413 8,746 ------------- ----------- ----------- Net Cash from Continuing Operations (16,202) (21,061) (87,409) Net Cash from Discontinued Operations - (26,224) (120,213) ------------- ----------- ----------- Net Cash From Operating Activities (16,202) (47,285) (207,622) Cash Flows from Investing Activities Net Cash from Continuing Investing Activities - - - Net Cash from Discontinued Investing Activities - 29,800 29,800 ------------- ----------- ----------- Net Cash from Investing Activities - 29,800 29,800 Cash Flows from Financing Activities Proceeds from Loans from Shareholders 11,222 - 60,222 Repayment on Loans from Shareholders - (10,000) (14,000) Issued Stock for Cash - - 21,000 ------------- ----------- ----------- Net Cash from Continuing Financing Activities 11,222 (10,000) 67,222 Net Cash from Discontinued Financing Activities - 25,000 115,000 ------------- ----------- ----------- Net Cash from Investing Activities 11,222 15,000 182,222 Net Increase / (Decrease) in Cash (4,980) (2,485) 4,400 Beginning Cash Balance 9,380 12,461 - ------------- ----------- ----------- Ending Cash Balance $ 4,400 $ 9,976 4,400 ============= =========== =========== Supplemental Schedule of Cash Flow Activities Cash paid for Interest $ - $ - $ - Income taxes $ 100 $ - $ 984 Stock issued for accrued liabilities $ - $ - $ 37,500 Gain from disposal of subsidiary booked to APIC $ - $27,197 $ 56,997 4 HANGMAN PRODUCTIONS, INC. [A Development Stage Company] Notes to the Financial Statements NOTE 1- BASIS OF PRESENTATION The accompanying unaudited financial statements of Hangman Productions, Inc. have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") and disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the period ended December 31, 2008. In the opinion of management these interim financial statements contain all adjustments, which consist of normal recurring adjustments, necessary for a fair presentation of financial position. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Reclassifications - Certain reclassifications have been made to prior period balances in order to conform to current period classifications. NOTE 2- LIQUIDITY/GOING CONCERN The Company has accumulated losses since inception, has minimal assets, and has a net loss from continuing operations of $5,599 for the three months ended September 30, 2009. Because the Company has accumulated losses from it operations since inception, has minimal liquid current assets, and has limited sales activity there is substantial doubt about the Company's ability to continue as a going concern. Management plans include continuing to develop its screenplay contests. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 3- DIRECTOR COMPENSATION EXPENSES / RELATED PARTY TRANSACTIONS On April 1, 2006, the Company's Board of Directors resolved to suspend officer and director salaries until the Company generates positive operating cash flows. Accordingly, there was no officer expense recorded for the three months ended September 30, 2009. Should operations produce positive cash flow, compensation will resume with one officer receiving $1,000 per month, another receiving $500 per month, and the third receiving $100 per month. Beginning July 1, 2006 salaries payable began accruing interest at a rate of 5% per annum. The amounts owed are unsecured and are due on December 31, 2010. The Company has accrued interest relating to the salaries payable of $369 and the outstanding balance of the salaries payable is $2,469 as of September 30, 2009. For the quarter ended September 30, 2009 the Company accrued interest of $31 on the salaries payable. During the years ended December 31, 2006 and 2007 and the nine month period ended September 30, 2009, James Doolin, the Company's President and director, loaned the Company an aggregate of $30,316 on an unsecured debenture. The Note accrues interest at 10% per annum and matures on December 31, 2010. As of September 30, 2009, the outstanding note payable to the shareholder was $37,073. For the quarter ended September 30, 2009 the Company accrued interest of $915 on the note. During the year ended December 31, 2007 and 2008 and the nine month period ended September 30, 2009, a shareholder loaned the Company an aggregate of $14,522 on an unsecured debenture. The Note accrues interest at 10% per annum and matures on December 31, 2010. As of September 30, 2009, the outstanding note payable to the shareholder was $17,895. For the quarter ended September 30, 2009, the Company accrued interest of $352 on the note. As of September 30, 2009, approximately 68% of the Company's issued and outstanding common stock was controlled by one family giving them effective power to control the vote on substantially all significant matters without the approval of other stockholders. During the quarter ended September 30, 2009, management provided office space, telephone service, and computer usage to the Company. Management has estimated a percentage of usage of the resources to calculate and record the expenses and believes this estimate to be reasonable. Any difference between this estimate and the cost of resources if procured on a stand alone basis is considered immaterial. The amount allocated, charged to expense and equity for the three months ended September 30, 2009 equates to $300. 5 HANGMAN PRODUCTIONS, INC. [A Development Stage Company] Notes to the Financial Statements (cont.) NOTE 4 - Recent Accounting Pronouncements Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 105-10, Generally Accepted Accounting Principles - Overall ("ASC 105-10"), which was formerly known as SFAS 168. ASC 105-10 establishes the FASB Accounting Standards Codification (the "Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature included in the Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates ("ASUs"). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases of conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification. In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities, which was primarily codified into Topic 815 "Derivatives and Hedging" in the ASC. "SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. The Company adopted SFAS No. 161 on January 1, 2009 with no impact on the Company's financial statements. In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements, (amendments to FASB ASC Topic 605, Revenue Recognition) ("ASU 2009-13") and ASU 2009-14, Certain Arrangements That Include Software Elements, (amendments to FASB ASC Topic 985, Software) ("ASU 2009-14"). ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. ASU 2009-14 removes tangible products from the scope of software revenue guidance and provides guidance on determining whether software deliverables in an arrangement that includes a tangible product are covered by the scope of the software revenue guidance. ASU 2009-13 and ASU 2009-14 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company is evaluating but does not expect adoption of ASU 2009-13 or ASU 2009-14 to have a material impact on the Company's consolidated results of operations or financial condition. 6 HANGMAN PRODUCTIONS, INC. [A Development Stage Company] Notes to the Financial Statements (cont.) NOTE 4 - Recent Accounting Pronouncements(cont.) During the quarter ended June 30, 2009 we adopted to provisions of SFAS 165 "Subsequent Events", which was primarily codified into Topic 855 "Subsequent Events" in the ASC, and have evaluated any subsequent event through the date of this filing. We do not believe there are any material subsequent events which would require further disclosure. The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements. NOTE 5 - Subsequent Events On June 30, 2009, the Company adopted ASC Topic 855, which requires an entity to evaluate subsequent events through the date that the financial statements are issued or are available to be issued and disclose in the notes the date through which the entity has evaluated subsequent events and whether the financial statements were issued or were available to be issued on the disclosed date. SFAS 165 defines two types of subsequent events, as follows: the first type consists of events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet (that is, recognized subsequent events), and the second type consists of events or transactions that provide additional evidence about conditions that did not exist at the date of the balance sheet but arose after that date (that is, non-recognized subsequent events). The Company has evaluated subsequent events through November 10, 2009, the date the financial statements were issued, and has concluded that no recognized or nonrecognized subsequent events have occurred since the quarter ended September 30, 2009. 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. PLAN OF OPERATION The Company's plan of operations for the next 12 months is to continue with its current efforts in the screenplay competition arena. Hangman has been involved in the film production and management industry, primarily focused on seeking out undiscovered screenwriters, and developing a pipeline between talented screenwriters and the Hollywood film-making community. Hangman will seek to continue providing opportunities for emerging screenwriters and developing relationships within both the screenwriting and the film-making community. Hangman is seeking to increase its exposure within the screenplay contest community based on the continued growth of the Company's Screenplay Shootout! Hangman will continue hosting screenplay contests in 2009. The Company commenced its latest iteration of Screenplay Shootout on July 1, 2009. The contest will run through February 15, 2010. As of September 30, 2009, the Company has received approximately 265 submissions to this year's Screenplay Shootout. The Company's management is hopeful that the Company can generate significant revenue through contest submission fees and sponsor participation. This year's sponsor participation includes four companies involved in the screenwriting industry. The Company has also developed relationships with approximately 20 literary producers, managers and agents who have agreed to consider the top five finalists of this year's Screenplay Shootout for representation and development. The Company feels that the participation by the sponsor and producers, managers and agents will provide greater exposure and interest for this year's Screenplay Shootout. For more information on the Screenplay Shootout visit www.screenplayshootout.com. The Company has not been able to generate positive cash flow from operations since inception. This along with the above mentioned factors raise substantial doubt about the Company's ability to continue as a going concern. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION OPERATING RESULTS - OVERVIEW The three month period ended September 30, 2009, resulted in a net loss of ($5,599). The Basic Loss per Share for the three month period ended September 30, 2009 was ($0.01). Details of changes in revenues and expenses can be found below. All prior period financial figures provided for comparison purposes will be derived from continuing operations data. OPERATING RESULTS - REVENUES The Company has not generated a profit since inception. The Company generated a net loss of ($5,599) and no revenue for the period ended September 30, 2009. The Company does not recognize revenue from its screenplay contests until the contest is completed and the Company has paid all prize money to the contest participants. For the period ended September 30, 2008 the Company generated a net loss of ($4,183) on no revenue. The Company will recognize the unearned revenue from this year's contest in the quarter ending March 31, 2010. The Company will not provide any forecasts of future earnings or profitability. The future success of the Company cannot be ascertained with any certainty, and if and until the Company obtains distribution of its film projects, no such forecast or guidance will be formulated or provided. 8 OPERATING RESULTS - COST OF SALES Cost of sales was $0 for the three month period ended September 30, 2009 and September 30, 2008. The Company did not generate revenue for the period ended September 30, 2009 or September 30, 2008, and therefore did not incur any expenses related to revenue. OPERATING RESULTS - OPERATING EXPENSES Operating expense for the three month period ended September 30, 2009, was $4,302 compared with $3,392 for the period ended September 30, 2008. Operating expenses included director compensation, professional fees, and general administrative expenses. - The Company's professional fees include accounting, legal and website maintenance fees. The net professional expenses incurred in the three month period ended September 30, 2009 totaled $1,200. In comparison the net professional expenses incurred in the three month period ended September 30, 2008 totaled $3,092. The Company's professional expenses were significantly higher in the prior year period due to the implementation of Sarbanes Oxley. The Company estimates that for the fiscal year accounting expenses will be approximately $8,000, legal expenses will be approximately $5,000 and website maintenance fees will be approximately $1,500. - The Company incurred $300 in rent for the three month period ended September 30, 2009 and 2008. - Other general and administrative expenses for the quarter ended was approximately $433 compared to $0 for the same period a year prior. The difference between the two periods is not deemed material. - Marketing and advertising expenses for the three month period ended September 30, 2009 was $2,369 compared to $0 in the prior year period. Marketing and advertising expenses increased significantly over the prior period due to the expenses incurred with marketing the Company's screenplay contest and website. Marketing expenses were paid to promote the Screenplay Shootout and generate traffic to the Company's site in anticipation of the Company's contest and to help promote through the conclusion of the contest. OPERATING RESULTS - INTEREST EXPENSES The Company incurred $1,297 in interest expense for the quarter ended September 30, 2009 and $1,119 for the quarter ended September 30, 2008. The difference between the two periods is not deemed material. LIQUIDITY As of September 30, 2009, the Company maintained a cash balance of $4,400, and an outstanding balance of $20,159 in accounts payable and accrued expenses. The Company also has a note payable to the Company's President and a shareholder in the amount of $54,968. The Company had no inventory as of September 30, 2009. The Company's $4,400 cash balance as of September 30, 2009 is not sufficient to cover the Company's general expenses of operation for the next twelve months. The Company's management will continue to advance the Company monies not to exceed $100,000, as loans to the Company. The loan will be on terms no less favorable to the Company than would be available from a commercial lender in an arm's length transaction. If the Company needs funds in excess of $100,000, it will be up to the Company's management to raise such monies. These funds may be raised as either debt or equity, but management does not have any plans or relationships currently in place to raise such funds. The Company can provide no assurances that if additional funds are needed the Company will be able to obtain financing. The Company's ability to continue as a going concern is dependent on management's ability to generate revenue and to manage the Company's expenses. Management will continue to seek opportunities to enhance the value of the Company and its profitability. 9 CRITICAL ACCOUNTING POLICIES - ESTIMATES Our discussion herein and analysis thereof is based upon our financial statements in Item 1 above, which have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission("SEC")for interim financial reporting. The preparation of these statements requires management to make estimates and best judgments that affect the reported amounts. OFF-BALANCE SHEET ARRANGMENTS We do not have any off-balance sheet arrangements as of September 30, 2009. Item 3. Quantitative and Qualitative Disclosures About Market Risk. This item is not applicable to smaller reporting companies. Item 4(T). Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission ("SEC"), and that such information is accumulated and communicated to management, including the President and Vice President, to allow timely decisions regarding required disclosures. Under the supervision and with the participation of our management, including our President and Vice President, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based upon that evaluation, our President and Vice President concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective. Changes in Internal Control Over Financial Reporting During the most recent fiscal quarter covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 10 PART II - OTHER INFORMATION Item 1. Legal Proceedings. None; not applicable. Item 1A. Risk Factors This item is not applicable to smaller reporting companies. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None; not applicable Item 3. Defaults Upon Senior Securities. None; not applicable. Item 4. Submission of Matters to a Vote of Security Holders. None; not applicable Item 5. Other Information. None; applicable Item 6. Exhibits. (a) Exhibits 31.1 302 Certification of James Doolin 31.2 302 Certification of Shane Thueson 32 906 Certification (b)Reports on Form 8-K. None; Not Applicable. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Issuer has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. HANGMAN PRODUCTIONS, INC. Date:11/10/09 /S/ JAMES DOOLIN -------------------------------------------- James Doolin, Principal Financial Officer, President and Director Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has also been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated. Date:11/10/09 /S/ SHANE THUESON -------------------------------------------- Shane Thueson, Principal Executive Officer, Vice President and Director 11