U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2006
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: 0-51109
RMD TECHNOLOGIES, INC.
(Exact Name of Company as Specified in Its Charter)
California 72-1530833
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1597 Alamo Road, Holtville, California 92250
(Address of Principal Executive Offices)
(760) 356-2039
(Company's Telephone Number)
-----------------------------------------------------
(Former Name, Former Address, and Former Fiscal Year,
if Changed Since Last Report)
Indicate by check mark whether the Company (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 Company was
required to file such reports), and (2) been subject to such filing requirements
for the past 90 days. Yes |X| No |_|.
Indicate by check mark whether the Company is a shell company (as defined in
Rule 12b-2 of the Exchange Act): Yes |_| No |X|.
As of August 31, 2006, the Company had 15,002,300 shares of common stock issued
and outstanding.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|.
RMD TECHNOLOGIES, INC.
Index
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of August 31, 2006 (unaudited) 2
Statements of Operations for the three months
ended August 31, 2006 and 2005 (unaudited) 3
Statements of Cash Flows for the three months ended
August 31, 2006 and 2005 (unaudited) 4
Notes to Financial Statements (unaudited) 5
Item 2. Management's Discussion and Analysis or Plan of Operations 7
Item 3. Controls and Procedures 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits 12
SIGNATURES
RMD TECHNOLOGIES, INC.
BALANCE SHEET
(Unaudited)
August 31,
2006
ASSETS ---------
Current Assets
Cash $ --
Escrow deposit 2,000
Accounts receivable 18,408
Inventory --
---------
Total Current Assets 20,408
Furniture and equipment - net of accumulated
depreciation of $35,632 34,118
Other Assets
Security deposits 5,911
---------
Total Assets $ 60,437
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank overdraft $ 10,312
Accounts payable and accrued liabilities 208,484
Deferred revenue 2,400
Current portion-Capital leases 13,639
Advance from La Jolla Cove Investors, Inc. 150,000
Note payable - shareholder 158,915
Payable to related individuals 162,647
---------
Total Current Liabilities 706,397
Long Term Liabilities
Convertible debenture (net of unamortized debt discount
of $80,292) 19,708
Capital leases payable 8,547
---------
Total Liabilities 734,652
---------
Stockholders' Deficit
Common stock, no par value
100,000,000 shares authorized,
15,002,300 shares issued and outstanding 17,300
Additional paid-in capital 100,000
Funds received for future issuance of 1,079,400
shares of common stock ($0.05 per share) 53,970
Accumulated deficit (845,485)
---------
Total Stockholders' Deficit (674,215)
---------
Total Liabilities and Stockholders' Deficit $ 60,437
=========
See Accompanying Notes to Financial Statements
2
RMD TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended
August, 31
2006 2005
------------ ------------
Revenues
Sales $ 7,702 $ 22,288
Recycling 82,853 53,164
------------ ------------
Total Revenues 90,555 75,452
Cost of Revenues
Cost of sales 33,327 10,942
Cost of recycling revenues 101,114 29,401
------------ ------------
Total Cost of Revenues 134,441 40,343
Gross Profit (43,886) 35,109
------------ ------------
Selling, General, and
Administrative expenses
Depreciation 1,231 1,631
Other selling, general, and
administrative expenses 212,762 85,457
------------ ------------
Total Selling, General,
and Administrative Expenses 213,993 87,088
------------ ------------
Total Loss From Operations (257,879) (51,979)
Other Expenses
Interest expense (10,573) (3,159)
Other expense -- --
------------ ------------
Total Income (Loss) $ (268,452) $ (55,138)
============ ============
Basic and diluted net income (loss) per
weighted average share $ (.02) $ (.00)
============ ============
Weighted average number of common
shares used to compute net (loss)
per weighted average share 15,002,300 15,002,300
============ ============
See Accompanying Notes to Financial Statements
3
RMD TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended
August 31,
2006 2005
--------- ---------
Operating Activities
Net income (loss) $(268,452) $ (55,138)
Adjustments to reconcile net (loss) to
cash (used in)operating activities:
Depreciation 1,231 1,631
Accrued interest 10,573
Accretion of principal related to convertible debenture 8,394 --
Changes in operating assets and liabilities:
Change in accounts receivable (15,451) (2,011)
Change in prepaid expenses 7,100 --
Change in deferred revenue (7,200)
Change in accounts payable and accrued liabilities 66,239 32,467
--------- ---------
Net Cash Used in Operating Activities (197,566) (23,051)
--------- ---------
Investing Activities
Purchase of equipment -- --
--------- ---------
Net Cash Used in Investing Activities -- --
--------- ---------
Financing Activities
Decrease in bank overdraft 3,960 (2,130)
Proceeds from notes payable 158,915 25,000
Proceeds from loans from related individuals 13,367 2,565
Proceeds from stock subscriptions 24,970 --
Payments made on capital leases (3,646) (1,972)
--------- ---------
Net Cash Provided by Financing Activities 197,566 23,463
--------- ---------
Increase (decrease) in cash -- 412
Cash at Beginning of the Period -- --
--------- ---------
Cash at End of the Period $ -- $ 412
========= =========
Interest paid $ -- $ 2,249
Taxes paid $ -- $ --
See Accompanying Notes to Financial Statements
4
RMD TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
August 31, 2006
(Unaudited)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with Securities and Exchange Commission requirements for interim financial
statements. Therefore, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States for
complete financial statements. The financial statements should be read in
conjunction with RMD Technologies, Inc.'s (the "Company") annual financial
statements for the years ended May 31, 2006 and 2005.
The interim financial statements present the balance sheet, statements of
operations and cash flows of the Company. The financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States.
The interim financial information is unaudited. In the opinion of management,
all adjustments necessary to present fairly the financial position as of August
31, 2006 and the results of operations and cash flows presented herein have been
included in the financial statements. All such adjustments are of a recurring
and normal nature. Interim results are not necessarily indicative of results of
operations for the full year.
Estimates
The preparation of financial statements in accordance 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.
Because of the use of estimates inherent in the financial reporting process,
actual results could differ significantly from those estimates.
5
RMD TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
August 31, 2006
(Unaudited)
NOTE 2 NOTE PAYABLE
In August 2006, a shareholder loaned the Company $158,915 with an annual
interest rate at Wall Street prime plus 1%, unsecured and maturity of September
22, 2007.
NOTE 3 FUNDS RECEIVED FOR FUTURE ISSUANCE OF 1,079,400 SHARES OF COMMON STOCK
During the three months ended August 31, 2006, the Company received $24,970 for
future issuance of 499,400 shares of common stock ($0.05 per share). At August
31, 2006, the Company had received a total of $53,970 for future issuance of
1,079,400 shares of common stock.
6
Item 2. Management's Discussion and Analysis or Plan of Operations
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-QSB that are not historical
facts are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-QSB, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events. Factors that may cause actual results, our performance or
achievements, or industry results, to differ materially from those contemplated
by such forward-looking statements include without limitation:
o Our ability to attract and retain management, and to integrate and
maintain technical information and management information systems;
o Our ability to raise capital when needed and on acceptable terms and
conditions;
o The intensity of competition; and
o General economic conditions.
All written and oral forward-looking statements made in connection with this
Form 10-QSB that are attributable to us or persons acting on our behalf are
expressly qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
For the Three Months Ended August 31, 2006 compared to the Three Months Ended
August 31, 2005.
Results of Operations.
(a) Revenues.
The Company had revenues totaling $90,555 for the three months ended August 31,
2006 as compared with the previous period of $75,452, an increase of $15,103 or
approximately 20%. For the three months ended August 31, 2006, cost of revenues
totaled $134,441, compared to $40,343 in the prior period, an increase of
$94,098 or approximately 233%. Overall, gross profit (loss) totaled $(43,886)
for the three months ended August 31, 2006 compared to $35,109 in the prior
period, a decrease of $(78,995). The Company's revenues and its related cost of
sales primarily consisted of sales and recycling.
7
Revenue from sales of refurbished and/or working equipment collected totaled
$7,702 for the three months ended August 31, 2006 as compared with the prior
period of $22,288, a decrease of $(14,586) or approximately (65%). Cost of sales
related to revenue from sales totaled $33,327 for the three months ended August
31, 2006 as compared with the prior period of $10,942, an increase of $22,385 or
205%. Overall, gross profit (loss) from sales of refurbished and/or working
equipment collected totaled $(25,625) for the three months ended August 31, 2006
compared to $11,346, a decrease of $36,971 or approximately 326%. The overall
decrease of $36,971 in gross profit during the three months ended August 31,
2006 is primarily due to an overall decrease in pounds of material collected.
Participation in California's SB-20/50 program requires the equipment to be
"cancelled" or destroyed versus reused, which resulted in a much lower
percentage of collected materials being refurbished for reuse. The Company
believes this may potentially be a trend however, we are unable to estimate the
overall impact in the future. The Company is seeking other ways to increase its
collections but no definitive plans or strategy have been developed.
Revenue from recycling totaled $82,853 for the three months ended August 31,
2006 as compared with the prior period of $53,164, an increase of $29,689 or
approximately 56%. Cost of sales related to revenue from recycling totaled
$101,114 for the three months ended August 31, 2006 as compared with the prior
period of $29,401, an increase of $71,713 or 244%. Overall, gross profit (loss)
from recycling totaled $(18,261) as compared with the prior period of $23,763, a
decrease of $(42,024) or approximately (177%). The overall decrease of gross
profit which resulted in a gross (loss)for the three months ended August 31,
2006 compared to the prior period are primarily due to a focus on refining the
internal processes to increase efficiency, increased marketing and sales costs.
Two positions were created for sales. Previous experience shows that the sales
process takes up to six to twelve months, so we should begin seeing the effect
of these additions the third quarter of fiscal year 2007. Fuel costs increases
were also a factor as the operations related to recycling involve Company trucks
going to customer locations to pickup unwanted computer equipment. As a result,
the Company's operating cost was directly impacted by rising fuel costs.
(b) Selling, General and Administrative Expenses.
Selling, general and administrative expenses for the three months ended August
31, 2006 were $212,762 as compared with $85,457 for the prior period, an
increase of $127,305 or approximately 149%. The overall increase in selling,
general and administrative expense compared to the prior was primarily due to an
increase in professional expenses primarily related to consulting fees paid to
consultants to assist with the Company's operations.
(c) Interest Expense
Interest expense for three months ended August 31, 2006 totaled $10,573 compared
to $3,159 for the three months ended August 31, 2005, an increase of $7,414 or
approximately 235%. Increase in interest expense was a result of an increase in
overall Company debts.
8
(d) Net Loss.
The Company's net loss totals $(268,452) for the three months ended August 31,
2006, as compared with the prior period's net loss of $(55,138), an increase net
loss of $213,314 or approximately 387%. This increased loss was due to the
factors discussed above.
Operating Activities.
The net cash used in operating activities was $197,566 for the three months
ended August 31, 2006 compared to net cash used in operating activities of
$23,051 for the three months ended August 31, 2005, an increase in cash used by
$174,515 or approximately 757%. The change in operating activities is
attributable to an increase in net loss to the Company.
Financing Activities.
The net cash provided by financing activities was $197,566 for the three months
ended August 31, 2006 compared to net cash provided by investing activities of
$23,463 for the three months ended August 31, 2005, an increase of $174,103 or
approximately 742%. The change in financing activities is due to the proceeds
from issuance of a note payable of $158,915 from a shareholder of the Company.
Liquidity and Capital Resources.
As of August 31, 2006, the Company has total current assets of $20,408 and total
current liabilities of $706,397, resulting in a working capital deficit of
$685,989; as of that date the Company had no cash balance.
The Company has continued to raise capital through borrowings from private
individuals. During the three months ended August 31, 2006, the Company received
a loan totaling approximately $159,000 from a shareholder of the Company.
Whereas the Company has been successful in the past in raising capital, no
assurance can be given that these sources of financing will continue to be
available to us and/or that demand for our equity/debt instruments will be
sufficient to meet its capital needs, or that financing will be available on
terms favorable to the Company. If funding is insufficient at any time in the
future, the Company may not be able to take advantage of business opportunities
or respond to competitive pressures, or may be required to reduce the scope of
its planned service development and marketing efforts, any of which could have a
negative impact on its business and operating results. In addition, insufficient
funding may have a material adverse effect on the Company's financial condition,
which could require it to:
9
- - curtail operations significantly;
- - sell significant assets;
- - seek arrangements with strategic partners or other parties that may require
the Company to relinquish significant rights to products, technologies or
markets; or
- - explore other strategic alternatives including a merger or sale of the
Company.
To the extent that the Company raises additional capital through the sale of
equity or convertible debt securities, the issuance of such securities may
result in dilution to existing stockholders. If additional funds are raised
through the issuance of debt securities, these securities may have rights,
preferences and privileges senior to holders of common stock and the terms of
such debt could impose restrictions on the Company's operations. Regardless of
whether the Company's cash assets prove to be inadequate to meet the Company's
operational needs, the Company may seek to compensate providers of services by
issuance of stock in lieu of cash, which may also result in dilution to existing
shareholders.
The Company's current cash flow from operations will not be sufficient to
maintain its capital requirements for the next twelve months. Accordingly, the
Company's implementation of its business plan will depend upon its ability to
raise additional funds through bank borrowings and equity or debt financing. The
Company estimates that it will need to raise up to $1,000,000 over the next
twelve months for such purposes.
On January 27, 2006, the Company entered into a Securities Purchase Agreement
with La Jolla Cove Investors, Inc. for the sale of a convertible debenture in
the amount of $100,000. This debenture bears interest at 7% per annum and is
convertible into shares of the Company's common stock. The number of shares into
which this debenture may be converted is equal to the dollar amount of the
debenture being converted multiplied by 110, minus the product of the conversion
price multiplied by 100 times the dollar amount of the debenture being
converted, and the entire foregoing result shall be divided by the conversion
price. The conversion price is equal to the lesser of (i) 80% of the average of
the 3 lowest volume weighted average prices during the 20 trading days prior to
the holder's election to convert, or (ii) 80% of the volume weighted average
price on the trading day prior to the holder's election to convert (once the
Company's common stock commences trading).
In conjunction with the debenture, the Company issued to La Jolla Cove a
warrant, dated January 27, 2006, to purchase 10,000,000 shares of common stock
of the Company, exercisable at $1.00 per share. Under an addendum to the
warrant, the exercise price of the warrant was changed to $1.09 per share; in
addition, the warrant is to be exercised in an amount equal to 100 times the
amount of the debenture.
10
In connection with the Securities Purchase Agreement, the Company granted to La
Jolla Cove certain rights under a registration rights agreement, dated January
27, 2006, to the shares to be issued upon conversion of the debenture and the
warrant.
La Jolla Cove provided the Company with an aggregate $250,000 on January 31,
2006: (a) $100,000 for the debenture, and (b) a $150,000 advance on the exercise
of the warrant. As of August 31, 2006, La Jolla has not exercised or received
any warrants related to the $150,000 advance.
Item 3. Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rule
13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as
amended) that are designed to ensure that information required to be disclosed
in our periodic reports filed under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to management,
including the Company's principal executive officer and principal financial
officer, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, management carried out an
evaluation, under the supervision and with the participation of the Company's
principal executive officer and principal financial officer, of the Company's
disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule
15d-15(e) of the Exchange Act). Based upon the evaluation, the Company's
principal executive/financial officer concluded that its disclosure controls and
procedures were effective at a reasonable assurance level to ensure that
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms. In
addition, the Company's principal executive officer and principal financial
officer concluded that its disclosure controls and procedures were effective at
a reasonable assurance level to ensure that information required to be disclosed
by the Company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company's management, including its
principal executive officer and principal financial officer, to allow timely
decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, will be or have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, and/or by management override of the control. The design of any
system of controls also 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;
over time, controls may become inadequate because of changes in conditions,
and/or the degree of compliance with the policies and procedures may
deteriorate. Because of the inherent limitations in a cost-effective internal
control system, misstatements due to error or fraud may occur and not be
detected.
11
There was no change in the Company's internal control over financial reporting
during the Company's most recently completed fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Previously disclosed in Form 8-K filed on September 14, 2006.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits.
Exhibits included or incorporated by reference herein are set forth in the
attached Exhibit Index.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
RMD Technologies, Inc.
Dated: October 26, 2006 By: /s/ Patrick A. Galliher
--------------------------
Patrick A. Galliher, President
Dated: October 26, 2006 By: /s/ Arthur De Joya
--------------------------
Arthur De Joya,
Chief Financial Officer
13
EXHIBIT INDEX
Number Description
3.1 Articles of Incorporation, dated May 17, 2001
(incorporated by reference to Exhibit 3.1 of the Form
10-SB filed on January 7, 2005).
3.2 Certificate of Amendment of Articles of Incorporation,
dated June 21, 2004 (incorporated by reference to
Exhibit 3.2 of the Form 10-SB filed on January 7, 2005).
3.2 Bylaws, dated June 20, 2001 (incorporated by reference
to Exhibit 3.3 of the Form 10-SB filed on January 7,
2005).
4.1 Securities Purchase Agreement between the Company and La
Jolla Cove Investors, Inc., dated January 27, 2006
(incorporated by reference to Exhibit 4.1 of the Form
8-K filed on February 6, 2006).
4.2 7 3/4% Convertible Debenture issued to La Jolla Cove
Investors, Inc., dated January 27, 2006 (incorporated by
reference to Exhibit 4.2 of the Form 8-K filed on
February 6, 2006).
4.3 Warrant to Purchase Common Stock issued to La Jolla Cove
Investors, Inc., dated January 27, 2006 (incorporated by
reference to Exhibit 4.3 of the Form 8-K filed on
February 6, 2006).
4.4 Registration Rights Agreement between the Company and La
Jolla Cove Investors, Inc., dated January 27, 2006
(incorporated by reference to Exhibit 4.4 of the Form
8-K filed on February 6, 2006).
4.5 Addendum to Convertible Debenture and Warrant To
Purchase Common Stock, dated January 27, 2006
(incorporated by reference to Exhibit 4.5 of the Form
8-K filed on February 6, 2006).
4.6 Continuing Personal Guaranty issued by Patrick A.
Galliher and Suzanne E. Galliher in favor of La Jolla
Cove Investors, Inc., dated January 27, 2006
(incorporated by reference to Exhibit 4.6 of the Form
8-K filed on February 6, 2006).
10.1 Promissory Note issued by the Company in favor of Steven
J. Galliher, dated July 12, 2002 (incorporated by
reference to Exhibit 10.1 of the Form 10-SB filed on
January 7, 2005).
10.2 Promissory Note issued by the Company in favor of
Patrick A. Galliher or Suzanne E, Galliher, dated
November 17, 2002 (incorporated by reference to Exhibit
10.2 of the Form 10-SB filed on January 7, 2005).
14
10.3 Promissory Note issued by the Company in favor of
Patrick A. Galliher, dated November 17, 2003
(incorporated by reference to Exhibit 10.3 of the Form
10-SB filed on January 7, 2005).
10.4 Promissory Note issued by the Company in favor of
Patrick A. Galliher, dated December 29, 2003
(incorporated by reference to Exhibit 10.4 of the Form
10-SB filed on January 7, 2005).
10.5 Promissory Note issued by the Company in favor of
Patrick A. Galliher, dated January 9, 2004 (incorporated
by reference to Exhibit 10.5 of the Form 10-SB filed on
January 7, 2005).
10.6 Promissory Note issued by the Company in favor of
Patrick A. Galliher, dated February 6, 2004
(incorporated by reference to Exhibit 10.6 of the Form
10-SB filed on January 7, 2005).
10.7 Promissory Note issued by the Company in favor of
Patrick A. Galliher, dated February 13, 2004
(incorporated by reference to Exhibit 10.7 of the Form
10-SB filed on January 7, 2005).
10.8 Promissory Note issued by the Company in favor of
Patrick A. Galliher, dated March 22, 2003 (incorporated
by reference to Exhibit 10.8 of the Form 10-SB filed on
January 7, 2005).
10.9 Promissory Note issued by the Company in favor of
Patrick A. Galliher, dated April 26, 2004 (incorporated
by reference to Exhibit 10.9 of the Form 10-SB filed on
January 7, 2005).
10.10 Promissory Note issued by the Company in favor of
Patrick A. Galliher, dated May 7, 2004 (incorporated by
reference to Exhibit 10.10 of the Form 10-SB filed on
January 7, 2005).
10.11 Promissory Note issued by the Company in favor of
Patrick A. Galliher, dated June 17, 2004 (incorporated
by reference to Exhibit 10.11 of the Form 10-SB filed on
January 7, 2005).
10.12 Promissory Note issued by the Company in favor of Ann
Morrison, dated August 24, 2005 (incorporated by
reference to Exhibit 10.12 of the Form 10-SB/A filed on
May 16, 2006).
10.13 Consulting Services Agreement between the Company, on
the one hand, and De Joya & Company, Inc. and Arthur De
Joya, on the other hand, dated September 1, 2005
(incorporated by reference to Exhibit 10 of the Form 8-K
filed on September 21, 2005).
10.14 Amended and Restated Consulting Services Agreement
between the Company, on the one hand, and De Joya &
Company, Inc. and Arthur De Joya, on the other hand,
dated February 28, 2006 (incorporated by reference to
Exhibit 10 of the Form 8- K/A filed on May 11, 2006).
16 Letter on Change in Certifying Accountant (incorporated
by reference to Exhibit 16 of the Form 8-K filed on
January 5, 2006).
31.1 Rule 13a-14(a)/15d-14(a) Certification of Patrick A.
Galliher (filed herewith).
31.2 Rule 13a-14(a)/15d-14(a) Certification of Arthur De Joya
(filed herewith).
32 Section 1350 Certification of Patrick A. Galliher and
Arthur De Joya (filed herewith).
15