FORM 10-QSB/A
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|X| Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2005
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 0-21384
Digital Descriptor Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware 23-2770048
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
2150 Highway 35, Sea Girt, New Jersey 08750
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (732) 359-0260
Indicate by check mark whether the Registrant (1) has 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 Registrant 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 Registrant's classes of
common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock August 11, 2005
--------------------- ---------------
$.001 par value 623,158,193 Shares
Transitional Small Business Disclosure Format Yes |_| No |X|
-1-
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
Digital Descriptor Systems, Inc. and Subsidiary
Condensed Consolidated Balance Sheet
June 30, 2005
(Unaudited)
As Restated
Assets
Current Assets
Cash and cash equivalents $ 519,058
Restricted cash 50,000
Accounts receivable, less allowance of $34,550 261,206
Inventory 238,808
Prepaid expenses 15,579
Deferred financing costs 809,533
------------
Total Current Assets 1,894,184
Property and equipment, net of
accumulated depreciation of $19,875 451,127
Intangible assets, net of
accumulated amortization of $5,055 197,121
Deposits 1,730
Goodwill 4,054,998
------------
Total Assets $ 6,599,160
============
Liabilities and Shareholders' Impairment
Current Liabilities
Accounts payable $ 197,229
Accrued expenses 308,598
Accrued interest 1,076,877
Deferred income 158,644
Convertible debentures current 2,115,610
------------
Total Current Liabilities 3,856,958
Note payable 3,500,000
Convertible debentures 2,122,996
------------
Total Liabilities 9,479,954
------------
Shareholders' deficit
Preferred stock, $.001 par value
1,000,000 shares authorized, -0- issued and outstanding -0-
Common stock, par value $.001; authorized 9,999,000,000 shares;
472,448,899 issued and outstanding 400,812
Additional paid-in capital 19,334,248
Accumulated deficit (22,615,854)
------------
Total Shareholders' Impairment (2,880,794)
------------
Total Liabilities and Shareholders' Impairment 6,599,160
============
See notes to the condensed consolidated financial statements.
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Digital Descriptor Systems, Inc. and Subsidiary
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 2005 June 30, 2004 June 30, 2005 June 30, 2004
-------------- -------------- -------------- --------------
Net Sales $ 875,513 $ 74,090 $ 1,024,388 $ 177,192
Cost of Revenues 447,460 19 492,161 4,967
-------------- -------------- -------------- --------------
Gross Profit 428,053 74,071 532,227 172,225
Operating Expenses:
General and administrative expenses 555,080 132,608 775,453 247,401
Sales and marketing 60,585 18,663 79,070 37,470
Research and development 26,512 2,855 51,606 12,173
-------------- -------------- -------------- --------------
Total Operating Expenses 642,177 154,126 906,129 297,044
-------------- -------------- -------------- --------------
Operating Loss (214,124) (80,055) (373,902) (124,819)
Other Expense:
Depreciation and amortization -0- -0- (24,930) -0-
Interest expense and financing costs (437,433) (210,090) (894,963) (421,535)
Miscellaneous -0- -0- -0- 3,873
-------------- -------------- -------------- --------------
Other Expense (437,433) (210,090) (919,893) (417,662)
-------------- -------------- -------------- --------------
Loss before provision for income taxes (651,557) (290,145) (1,293,795) (542,481)
Provision for income taxes -0- -0- 780 -0-
-------------- -------------- -------------- --------------
Net Loss $ (651,557) $ (290,145) $ (1,294,575) $ (542,481)
============== ============== ============== ==============
Net Loss per common share, basic and diluted $ (-0-) $ (-0-) $ (-0-) $ (-0-)
============== ============== ============== ==============
Weighted average shares of common stock
Outstanding, basic and diluted 371,637,947 145,958,423 311,343,819 144,969,412
============== ============== ============== ==============
See notes to the condensed consolidated financial statements.
-3-
Digital Descriptor Sysytems, Inc. and Subsidiary
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30,
--------------------------------
2005 2004
-------------- --------------
Cash Flows from operating activities
Net loss $ (1,294,575) $ (542,481)
Adjustments to reconcile net income (loss) to
Net cash used in operating activities
Depreciation and amortization 24,930 0
Stock issued for services 30,000 0
Amortization of deferred financing costs and debt
discounts related to the beneficial conversion
feature of debentures 482,567 283,325
Bad debt expense -0- (12,291)
Changes in operating assets and liabilities
Accounts receivable (192,674) 90,567
Inventory 95,944 -0-
Prepaid expenses (15,579) 4,720
Accounts payable 59,647 18,187
Accrued expenses (1,176) (28,312)
Accrued interest 396,810 138,211
Deferred income (30,809) (71,988)
-------------- --------------
Net cash used in operating activities (444,915) (120,062)
-------------- --------------
Cash flows from investing activities
Purchase fixed assets (50,492) 0
Increase in restricted cash -0- 48
Purchase assets from CGM Security Solutions (1,500,000) --
-------------- --------------
Net cash used by financing activities (1,550,492) 48
-------------- --------------
Cash flows from financing activities
Payment of financing costs (502,041) (3,500)
Proceeds from the issuance of convertible debentures 0 226,935
Due to officer and director (13,830) (3,190)
-------------- --------------
Net cash (used) provided by financing activities (515,871) 220,245
-------------- --------------
(Decrease) increase in cash and cash equivalents $ (2,511,278) $ 100,231
Cash and cash equivalents - beginning 3,080,336 51,264
-------------- --------------
Cash and cash equivalents - ending $ 569,058 $ 151,495
============== ==============
See notes to the condensed consolidated financial statements.
-4-
Digital Descriptor Systems, Inc. and Subsidiary
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Item 310 of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the six month period ending June 30, 2005 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2005. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-KSB for the year ended December 31, 2004.
Principles of Consolidation. The consolidated financial statements include the
accounts of CGM Applied Security Technologies, Inc. ("CGM Sub") a wholly owned
subsidiary from March 1, 2005 to June 30, 2005. All intercompany balances and
transactions have been eliminated in consolidation.
Note 2. Supplemental Cash Flows Disclosures
There were no cash payments for interest during the second quarter of 2005 or
2004.
Cash payments for income taxes were $0 and $780 in the second quarter of 2005
and 2004 respectively.
During the second quarter of 2005, $7,300 of the convertible debentures issued
in September 2001, were converted into 53,000,000 shares of common stock.
During the second quarter of 2005, 49,982,540 shares of common stock were issued
for liquidated damages ($10,760) relating to the notes issued December 2001.
Note 3. Related Party Transactions
The Company owes the former chief executive officer, who is presently a
director, and Senior Vice President & CFO, $3,000 at June 30, 2005, for back
payroll and sundry expenses with no repayment terms..
Note 4. Goodwill and Acquisition of CGM
On March 1, 2005, CGM Sub acquired substantially all of the assets of CGM for
$1,500,000 in cash and a $3,500,000 promissory note at 2.86% interest, subject
to adjustment. CGM is a manufacturer and distributor of barrier security seals,
security tapes and related packaging security systems for palletized cargo,
physical security systems for tractors, trailers and containers.
The results of operations for CGM is included for March1 through June 30 in the
consolidated statement of operations. The following pro forma results for the
six months ended June 30, 2005 are presented as if the acquisition was made on
January 1, 2005, for the six months ended:
CGM DDSI AND SUBSIDIARY
----------- -------------------
Net Sales $ 1,507,764 $ 1,642,309
Net Income (Loss) 88,962 (1,129,689)
Net Loss per Share -0- -0-
The transaction was accounted for as an acquisition under the purchase method of
accounting in accordance with Statement of Accounting Standards No. 141,
Business combinations. Under the purchase method of accounting, the total
purchase price is allocated to the net tangible and intangible assets acquired
by the company in connection with the transaction, based on their fair values as
of the completion of the transaction. The excess cost over the net tangible and
identifiable intangible assets in the amount of $4,054,998 is allocated to
goodwill. The preliminary purchase allocation is subject to finalization of the
fair market value of the intangible assets.
-5-
Note 5. Restatements
We have restated the balance sheet as of June 30, 2005 as a result of changes
made to the presentation of the debt discounts associated with our convertible
debentures. The debt discounts were previously recorded as an intangible asset
and are now reducing the convertible debenture, current and long term
liabilities. The impact of this adjustment on the financial statements
originally reported is surmmarized below :
The change had no effect on our statement of operations nor our statement of
cash flows.
June 30, 2005
- --------------------------------------------------------------------------------
As reported As retated
Debt discount and deferred financing costs, net 2,186,504 809,533
Total Assets 7,976,131 6,599,160
Total liabilites 10,856,925 9,479,954
-6-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following is management's discussion and analysis of certain significant
factors that will have affected our financial condition and results of
operations. Certain statements under this section may constitute
"forward-looking statements". The following discussion should be read in
conjunction with our financial statements and notes thereto included in this
report.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Critical Accounting Policies
No material changes have occurred in the disclosure with respect to our critical
accounting policies set forth in our Annual Report form 10-KSB for the fiscal
year ended December 31, 2004.
Results of Operations
Three Months Ended June 30, 2005 Compared to the Three Months Ended June 30,
2004
Revenues for the three months ended June 30, 2005, of $875,513 increased
$801,423 or 1,182% from the three months ended June30, 2004. The Company
generates its revenues through software licenses, hardware, post customer
support arrangements security tape and other security related items and other
services. The increase in the Company's revenue is directly attributed to the
acquisition of CGM, on March 1, 2005. DDSI is still experiencing a decrease in
software maintenance contract dollar amount, a loss in client base, and the lack
of new product offerings to their clients. Cost of goods sold increased by
$447,441 due to the higher cost of sales in CGM Sub.
General and Administrative expenses for the three month period ending June 30,
2005, was $555,080 versus $132,608 for the same period prior year for an
increase of $422,472. This increase was mainly attributable to the acquisition
of CGM which added costs in all areas, and an increase in accounting and legal
costs related to the acquisition.
Selling and Marketing expenses increased $41,922 for the three months period
ended June 30, 2005 to $60,585 from $18,663 for the same period in 2004, which
represents a 225% increase. This increase was mainly attributable to costs
associated with CGM Sub where the Company is ramping up its advertising, trade
shows attendance and the addition of sales reps.
Research and development for the three months ended June 30, 2005, was $26,513
compared to $2,855 for the same period prior year for a increase of $23,658. The
increase was due to the expansion in development expenses as the Company looks
for ways to expand its revenue base by upgrading it products .
The net loss for the Company increased 225% for the three months ended June,
2005, to $651,557 from $290,145 for the three months ending June 30, 2004. This
was principally due to the increase in expenses in the cost of sales, general &
administrative and interest expense on the Company's debt.
Six Months Ended June 30, 2005 Compared to the Six Months Ended June 30, 2004
Revenues for the six months ended June 30, 2005, of $1,024,388 increased
$847,196 or 478% from the six months ended June30, 2004. The Company generates
its revenues through software licenses, hardware, post customer support
arrangements security tape and other security related items and other services.
The increase in the Company's revenue is directly attributed to the acquisition
of CGM, on March 1, 2005. DDSI is still experiencing a decrease in software
maintenance contract dollar amount, a loss in client base, and the lack of new
product offerings to their clients. Cost of goods sold increased by $487,194 due
to the higher cost of sales in CGM Sub.
General and Administrative expenses for the six month period ending June 30,
2005, was 775,453 versus $247,40131 for the same period prior year for an
increase of $528,052. This increase was mainly attributable to the acquisition
of CGM which added costs in all areas, and an increase in accounting and legal
costs related to the acquisition.
Selling and Marketing expenses increased $41,600 for the six months period ended
June 30, 2005 to $79,070 from $37,470 for the same period in 2004, which
represents a 111% increase. This increase was mainly attributable to costs
associated with CGM Sub where the Company is ramping up its advertising and
trade shows attendance and the addition of sales reps.
Research and development for the six months ended June 30, 2005, was $51,606
compared to $12,173 for the same period prior year for a increase of $39,433.
The increase was due to the expansion in development expenses as the Company
looks for ways to expand its revenue base by upgrading it products.
The net loss for the Company increased 139% for the six months ended June, 2005,
to $1,294,575 from $542,481 for the six months ending June 30, 2004. This was
principally due to the increase in expenses in the cost of sales, general &
administrative, and interest expense on the Company's debt.
-7-
Plan of Operations
Acquisition of CGM
On March 1, 2005, DDSI and CGM Sub acquired substantially all of the assets of
CGM, for (i) $1,500,000 in cash and (ii) a 2.86% promissory note (the "Note") in
the principal amount of $3,500,000, subject to adjustment (the "Acquisition").
The assets of CGM were acquired pursuant to an Asset Purchase Agreement among
DDSI, CGM Sub and CGM dated as of February 25, 2005.
The principal amount of the Note is subject to adjustment based upon the average
of (i) the gross revenues of CGM Sub for the fiscal year ending December 31,
2007 and (ii) an independent valuation of CGM Sub based upon the consolidated
audited financial statements of the Company and CGM Sub for the fiscal years
ending December 31, 2006 and 2007. In addition, the Company has granted CGM a
secondary security interest in substantially all of its assets and intellectual
property.
In connection with the Acquisition, the Company entered into a letter agreement
with certain of its investors (the "Investors") which extended the maturity date
of debt instruments issued on November 30, 2004 until March 1, 2008, and amended
the conversion price of the debt that is held by the Investors to the lower of
(i) $0.0005 or (ii) 60% of the average of the three lowest intraday trading
prices for the Company's common stock during the 20 trading days before, but not
including, the conversion date. In addition, the exercise price of the warrants
held by the Investors was amended to $.001 per share.
The short-term objective of DDSI is the following:
The Company plans to spend the majority of it time and efforts on increasing the
revenue and marketplace of its wholly owned subsidiary, CGM Applied Security
Technologies, as it feels that there is a much greater potential for growth of
the product line of CGM. In order to accomplish this the Company has hired
additional sales people and is increasing its marketing budget in order to
expand the awareness of CGM's product line. In addition the Company has begun a
complete revamping of the company's infrastructure in order to make it better
able to respond to the need of its customers and to give management the
reporting it needs on a timely basis.
To continue to expand the sale and acceptance of its core solutions by offering
new and synergistic biometric (a measurable, physical characteristic or personal
behavioral trait used to recognize the identity, or verify the claimed identity,
of an individual) (i.e. FMS) security products to its installed base in the
criminal justice market. DDSI's objective is to expand with these, and
additional products, into much larger commercial and federal markets.
Additionally, DDSI plans to execute an acquisition strategy based upon the
availability of financing.
We also plan to add additional product lines as a Value Added Reseller.
Technologies related to DDSI's core business can bring additional cash flow with
relatively small internal development capital outlay.
DDSI's long-term objective is as follows:
To enhance its sales of the product line acquired with the acquisition of CGM
both domestically and internationally, though the addition of sales
representative and distributors
To seek additional products to sell into its basic business market - Criminal
Justice - so that DDSI can generate sales adequate enough to allow for profits.
New products include biometric devices such as FMS (Fingerprint Matching System)
and our integrated digital image and fingerprint package, Identify on Demand.
DDSI believes that it will not reach profitability until the year 2006. Over the
next twelve months, management is of the opinion that sufficient working capital
will be obtained from operations and external financing to meet DDSI's
liabilities and commitments as they become payable. DDSI has in the past
successfully relied on private placements of common stock securities, bank debt,
loans from private investors and the exercise of common stock warrants in order
to sustain operations. If DDSI is unable to obtain additional funding in the
future, it may be forced to curtail or terminate operations.
DDSI is doing the following in its effort to reach profitability:
o Cutting costs in areas that add the least value to DDSI.
o Deriving funds through investigating business alliances with other
companies who may wish to license the FMS SDK (software developer's kit).
o Increasing revenues through the introduction of Compu-Capture(R),
specifically towards kindergarten through twelfth grades, for the creation
of ID cards.
o Increasing revenues through the introduction of a scaled down version of
our Compu-Capture(R) product.
-8-
o Increasing revenues through the addition of innovative technologies as a
Value Added Seller.
o Acquiring and effectively adding management support to profitable
companies complementary to its broadened target markets.
Liquidity and Capital Resources
We had net losses of $1,294,575 and $542,481 during the six months ended June
30, 2005 and 2004, respectively. As of June 30, 2005, we had a cash balance in
the amount of $569,058 and current liabilities of $3,856,958 which includes
$3,000 due to officers and directors. The total amount of notes payable and
debentures is $7,738,606. We may not have sufficient cash or other assets to
meet our current liabilities. In order to meet these obligations, we may need to
raise cash from the sale of securities or from borrowings.
The Company's revenues have been insufficient to cover the cost of revenues and
operating expenses. Therefore, the Company has been dependent on private
placements of its Common Stock and issuance of convertible notes in order to
sustain operations. In addition, there can be no assurances that the proceeds
from private placements or other capital will continue to be available, or that
revenues will increase to meet the Company's cash needs, or that a sufficient
amount of the Company's Common Stock or other securities can or will be sold or
that any Common Stock purchase options/warrants will be exercised to fund the
operating needs of the Company.
The Company has contractual obligations of $9,321,310 as of June 30, 2005. These
contractual obligations, along with the dates on which such payments are due are
described below:
Contractual Obligations Total One Year or Less More Than One Year
- ------------------------------------- ----------- ---------------- ------------------
Due to Related Parties $ 3,000 $ 3,000 $ 0
Accounts Payable and Accrued Expenses 502,827 502,827 0
Accrued interest on loans 1,076,877 1,076,877 0
Note payable 3,500,000 0 3,500,000
Convertible Debentures 4,238,606 2,115,610 2,122,996
Total Contractual Obligations $ 9,321,310 $ 3,698,314 $ 5,622,996
The Company is currently in default on several of the convertible debentures
That are included in current liabilities. Below is a discussion of our sources
and uses of funds for the six months ended June 30, 2005 and 2004.
Net Cash from Operating Activities
Net cash used in operating activities for the six months ended June 30, 2005 and
2004 was $444,915 and $120,062, respectively. The increase in cash used from
operating activities in the six months ended June 30, 2005 versus 2004 of
$324,853 was principally due to the increase in net operating costs associated
with CGM.
Net Cash from Investing Activities
Net cash used in investing activities for the six months ended June 30, 2005 was
$1,550,492 which reflects the cash paid for the acquisition of CGM's assets.
Net Cash from Financing Activities
Net cash used in financing activities was $515,871 for the six months ended June
30, 2005. $220,245 was provided by financing activities for the six months ended
June 30, 2004. Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements as of June 30, 2005 or as of
the date of this report.
-9-
Item 3. Control and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of June 30, 2005, we carried out an evaluation, under the supervision and
with the participation of our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures were not effective in timely alerting them to material information
required to be included in our periodic reports that are filed with the
Securities and Exchange Commission in that we were required to make certain
revisions to our financial statements. It should be noted that the design of any
system of controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions,
reglardless of how remote. In addition, we reviewed our internal controls, and
there have been no significant changes in our internal controls or in other
factors that could significantly affect those controls subsequent to the date of
their last valuation.
(b) Changes in Internal Controls
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect those controls during the quarter
covered by this Report or from the end of the reporting period to the date of
this Form 10-QSB.
-10-
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities:
The Company is in default of $1,733,478 of outstanding debentures. Although the
debenture holders have not pursued their rights under such debentures, there can
be no assurances that such rights will not be exercised.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
4.1 Security Agreement dated February 25, 2005 by and between CGM Applied
Security Technologies, Inc. and CGM Security Solutions, Inc. (incorporated
herein by reference to the Current Report on Form 8-K, dated March 3,
2005)
4.2 Intellectual Property Security Agreement dated February 25, 2005 by and
between CGM Applied Security Technologies, Inc and CGM Security Solutions,
Inc. (incorporated herein by reference to the Current Report on Form 8-K,
dated March 3, 2005)
4.3 Letter Agreement, by and among the Company, AJW Partners, LLC, New
Millennium Capital Partners II, LLC, AJW Offshore, Ltd. and AJW Qualified
Partners, LLC, dated January 31, 2005 (incorporated herein by reference to
the Current Report on Form 8-K, dated March 3, 2005)
4.4 2.86% Secured Convertible promissory Note in the name of CGM Security
Solutions, Inc. dated February 25, 2005 (incorporated herein by reference
to the Current Report on Form 8-K, dated March 3, 2005)
10.1 Asset Purchase Agreement dated February 25, 2005 by and among the Company,
CGM Applied Security Technologies, Inc. and CGM Applied Security
Solutions. (incorporated herein by reference to the Current Report on Form
8-K, dated March 3, 2005)
10.2 Employment Agreement, dated February 25, 2005, by and among the Company,
CGM Applied Security Technologies, Inc. and CGM Security Solutions, Inc.
and Eric Hoffer (incorporated herein by reference to the Current Report on
Form 8-K, dated March 3, 2005)
10.3 Employment Agreement dated February 25, 2005 by and among the Company and
Anthony Shupin (incorporated herein by reference to the Current Report on
Form 8-K, dated April 15, 2005)
10.4 Employment Agreement dated February 25, 2005 by and among the Company and
Michael J. Pellegrino (incorporated herein by reference to the Current
Report on Form 8-K, dated April 15, 2005)
31.1 Certification by Chief Executive Officer pursuant to Sarbanes-Oxley
Section 302
31.2 Certification by Chief Financial Officer pursuant to Sarbanes-Oxley
Section 302
32.1 Certification by Chief Executive Officer pursuant to 18 U.S.C., Section
1350
32.2 Certification by Chief Financial Officer pursuant to Sarbanes-Oxley
Section 1350
-11-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DIGITAL DESCRIPTOR SYSTEMS, INC.
--------------------------------
(Registrant)
Date: December 29, 2005 By: /s/ ANTHONY SHUPIN
---------------------------------------
Anthony Shupin
(President, Chief Executive Officer)
(Chairman)
Date: December 29, 2005 By: /s/ MICHAEL J. PELLEGRINO
---------------------------------------
Michael J. Pellegrino
Senior Vice President & CFO
(Director)
-12-