UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange act of 1934
For the quarterly period ended June 30, 2008
Commission File Number 0-14910
MPM TECHNOLOGIES, INC.
(Exact Name of registrant as specified in its Charter)
Washington 81-0436060
- -------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
199 Pomeroy Road.
Parsippany, NJ 07054
- -------------------------------- -----------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: 973-428-5009
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. _X_Yes ___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.
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 _X_No
As of August 15, 2008, the registrant had outstanding 6,263,064 shares of common
stock and no outstanding shares of preferred stock, which are the registrant's
only classes of stock.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MPM TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, 2008 December 31, 2007
-------------- -----------------
(UNAUDITED)
Current assets:
Cash and cash equivalents $ 24,971 $ 47,243
Accounts receivable, net of allowance
for doubtful accounts of $-0- and
$10,000 14,662 23,916
Costs and estimated earnings in excess
of billings - -
Customer deposits 67,500 -
Other current assets 24,717 24,118
-------------- -----------------
Total current assets 131,850 95,277
-------------- -----------------
Property, plant and equipment, net 6,460 7,905
Mineral properties held for sale 1,070,368 1,070,368
Other assets, net 82,000 82,000
-------------- -----------------
$ 1,290,678 $ 1,255,550
============== =================
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities:
Accounts payable $ 299,048 $ 257,883
Accrued expenses 227,737 299,369
Billings in excess of costs and
estimated earnings - -
Deferred revenue 102,960 -
Notes payable 5,316,323 5,180,203
Related party debt 6,625,936 5,988,604
-------------- -----------------
Total current liabilities 12,572,004 11,726,059
-------------- -----------------
Commitments and contingencies - -
Stockholders' equity (deficiency):
Preferred stock, no stated value,
10,000,000 shares authorized, no
shares issued or outstanding - -
Common stock, $.001 par value,
100,000,000 shares authorized,
6,263,064 shares issued and
outstanding 6,263 6,263
Additional paid-in capital 12,268,631 12,268,631
Accumulated deficit (23,556,220) (22,745,403)
-------------- -----------------
Total stockholders' equity
(deficiency) (11,281,326) (10,470,509)
-------------- -----------------
$ 1,290,678 $ 1,255,550
============== =================
MPM TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Six Months Ended Three Months Ended
June 30, June 30,
---------------------------- -----------------------------
2008 2007 2008 2007
------------ ------------- ------------- -------------
Revenues - Projects $ 35,430 $ 993,652 $ - $ 582,125
Revenues - Parts and service 192,086 270,623 120,122 185,872
------------ ------------- ------------- -------------
Total Revenues 227,516 1,264,275 120,122 767,997
------------ ------------- ------------- -------------
Cost of sales - Projects 13,367 727,438 - 461,458
Cost of sales - Parts and service 100,019 188,519 70,977 116,649
------------ ------------- ------------- -------------
113,386 915,957 70,977 578,107
------------ ------------- ------------- -------------
Gross margin 114,130 348,318 49,145 189,890
Selling, general and administrative
expenses 547,268 578,845 293,148 315,038
------------ ------------- ------------- -------------
(Loss) income from operations (433,138) (230,527) (244,003) (125,148)
------------ ------------- ------------- -------------
Other income (expense):
Interest expense (377,679) (351,755) (197,261) (176,154)
Settlements - (1,150,000) - (100,000)
Miscellaneous - 230,394 - 24,202
------------ ------------- ------------- -------------
Net other income (expense) (377,679) (1,271,361) (197,261) (251,952)
------------ ------------- ------------- -------------
Net loss ($810,817) ($1,501,888) ($441,264) ($377,100)
============ ============= ============= =============
Income per share - basic and diluted:
Net loss ($0.13) ($0.24) ($0.07) ($0.06)
============ ============= ============= =============
Weighted average shares of common stock
outstanding -
basic and diluted 6,263,064 6,263,064 6,263,064 6,263,064
============ ============= ============= =============
MPM TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30,
---------------------------------
2008 2007
------------ --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ($810,817) ($1,501,888)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 1,445 35,266
Accrued interest and expenses on notes
payable 136,120 121,003
Accrued interest and deferred expenses on
related party debt 338,832 291,690
Change in assets and liabilities:
Accounts receivable 9,254 (237,666)
Costs and estimated earnings in excess
of billings - 71,712
Customer deposits (67,500) -
Other assets (599) (25,198)
Accounts payable and accrued expenses (30,467) (91,515)
Deferred revenue 102,960
Billings in excess of costs and estimated
earnings - (136,061)
------------ --------------
Cash used in operating activities (320,772) (1,472,657)
------------ --------------
Cash flows from investing activities:
Purchase of property and equipment - -
------------ --------------
Net cash used in investing activities - -
------------ --------------
Cash flows from financing activities:
Proceeds from related party debt 298,500 -
Proceeds from debt financing - 1,050,000
------------ --------------
Net cash provided by financing activities 298,500 1,050,000
------------ --------------
Net increase (decrease) in cash and cash
equivalents (22,272) (422,657)
Cash and cash equivalents, beginning of
period 47,243 443,223
------------ --------------
Cash and cash equivalents, end of period $ 24,971 $ 20,566
============ ==============
Supplemental disclosure of cash flow
information:
Cash paid during the period for:
Interest $ - $ 513
------------ --------------
Income taxes $ - $ -
------------ --------------
MPM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. Unaudited Financial Statements
These consolidated financial statements should be read in conjunction with the
audited financial statements included in the Annual Report on Form 10-KSB for
the year ended December 31, 2007. Since certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting standards have been omitted pursuant to the
instructions to Form 10-Q of Regulation S-X as promulgated by the Securities and
Exchange Commission, these financial statements specifically refer to the
footnotes to the consolidated financial statements of the Company as of December
31, 2007. In the opinion of management, these unaudited interim consolidated
financial statements reflect all adjustments and disclosures necessary for a
fair statement of the financial position and results of operations and cash
flows of the Company for the interim period presented. Such adjustments
consisted only of those of a normal recurring nature. Results of operations for
the period ended June 30, 2008 should not necessarily be taken as indicative of
the results of operations that may be expected for the entire year 2008.
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in the notes to the
Consolidated Financial Statements for the year ended December 31, 2007, the
Company has not been able to generate any significant revenues and has a working
capital deficiency of $12,440,154 at June 30, 2008. These conditions raise
substantial doubt about the Company's ability to continue as a going concern
without the raising of additional debt and/or equity financing to fund
operations. Management's plans in regard to these matters are described in the
notes to the Consolidated Financial Statements for the year ended December 31,
2007. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
2. Earnings Per Share
Earnings per share ("EPS") is computed by dividing net loss by the weighted
average number of common shares outstanding in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share". Diluted net loss
per common share adjusts basic net loss per common share for the effects of
outstanding common stock equivalents, only in the periods in which such effect
is dilutive under the treasury stock method.
The following table reconciles the number of common shares used in the basic and
diluted EPS calculations:
For the Six Months Ended June 30, 2008
- --------------------------------------
Weighted-
Net Average Per-Share
Loss Shares Amount
----------- ----------- ----------
Basic EPS
Income available to common
stockholders $ (810,817) 6,263,064 $ (0.13)
Effect of Dilutive Securities
Common stock options - 2,165,675 -
----------- ----------- ----------
Diluted EPS
Income available to common
stockholders - assumed
conversions $ (810,817) 8,428,739 $ (0.13)
=========== =========== ==========
For the Three Months Ended June 30, 2008
- ----------------------------------------
Weighted-
Net Average Per-Share
Loss Shares Amount
----------- ----------- ----------
Basic EPS
Income available to common
stockholders $ (441,264) 6,263,064 $ (0.07)
Effect of Dilutive Securities
Common stock options - 2,165,675 -
----------- ----------- ----------
Diluted EPS
Income available to common
stockholders - assumed
conversions $ (442,264) 8,428,739 $ (0.07)
=========== =========== ==========
For the Six Months Ended June 30, 2007
- --------------------------------------
Weighted-
Net Average Per-Share
Loss Shares Amount
------------- ----------- ----------
Basic EPS
Income available to common
stockholders $ (1,501,888) 6,263,064 $ (0.24)
Effect of Dilutive Securities
Common stock options - 1,885,675 -
------------- ----------- ----------
Diluted EPS
Income available to common
stockholders - assumed
conversions $ (1,501,888) 8,148,739 $ (0.24)
============= =========== ==========
For the Three Months Ended June 30, 2007
- ----------------------------------------
Weighted-
Net Average Per-Share
Loss Shares Amount
----------- ----------- ----------
Basic EPS
Income available to common
stockholders $ (377,100) 6,263,064 $ (0.06)
Effect of Dilutive Securities
Common stock options - 1,885,675 -
----------- ----------- ----------
Diluted EPS
Income available to common
stockholders - assumed
conversions $ (377,100) 8,148,739 $ (0.06)
=========== =========== ==========
3. Concentrations of Credit Risk
Financial instruments, which potentially subject the Company to a concentration
of credit risk, consist of cash and cash equivalents. The Company places its
cash and cash equivalents with various high quality financial institutions;
these deposits may exceed federally insured limits at various times throughout
the year. The Company provides credit in the normal course of business. The
Company performs ongoing credit evaluations of its customers and maintains
allowances for doubtful accounts based on factors surrounding the credit risk of
specific customers, historical trends, and other information.
4. Note Payable
In December 2002, the Company entered into a revolving credit agreement with an
insurance company. Under the terms of its agreement, the Company may borrow up
to $500,000 at 5.25% per annum, which was increased to $3,000,000 in 2003. The
note is secured by stock and mineral property held for investment and matured on
January 2, 2008. As of June 30, 2008, the Company has $4,326,499 of principal
advances and accrued interest and expenses of $989,824. During the six and three
months ended June 30, 2008, the Company recorded interest expense of $136,119
and $68,501, respectively. This note was not paid at maturity. The lender has
informally agreed to not pursue collection until August 2008 while revised terms
are being negotiated. As of the date of this report, negotiations continue, but
no revised agreement has been reached.
5. Related Party Debt
Related party debt consists of advances received from and deferred expenses and
reimbursements to various directors and related parties. At June 30, 2008,
amounts owed these related parties totaled $6,625,936, due on demand. For the
six and three months ended June 30, 2008, the Company recorded $325,500 and
$117,500 in advances, respectively, and $311,832 and $163,682, respectively, in
interest and deferred expenses and reimbursements.
6. Joint Venture
On April 11, 2007, MPM announced that it had agreed with Losonoco, Inc. to form
a new joint venture company, Losonoco Skygas, LLC, to develop bio-fuel and
chemical manufacturing facilities based on the Skygas technology for waste
gasification. On April 28, 2008, MPM notified Losonoco, Inc. of its intent to
terminate its relationship with Losonoco effective immediately.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Results of Operations
- ---------------------
This Quarterly Report on Form 10-Q, including the information incorporated by
reference herein, includes "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). All of the statements contained in this Quarterly Report on Form 10-Q,
other than statements of historical fact, should be considered forward looking
statements, including, but not limited to, those concerning the Company's
strategies, ability to generate sufficient cash flow or secure additional
sources of financing, collectability of project payments, future customer
revenue, variability of quarterly operating results, completion of remaining
contracts, attraction and retention of employees and key management personnel,
political and economic uncertainty and other competitive factors. Additionally,
there can be no assurance that these expectations will prove to have been
correct. Certain important factors that could cause actual results to differ
materially from the Company's expectations (the Cautionary Statements") are
disclosed in the annual report filed on Form 10-KSB. All subsequent written and
oral forward-looking statements by or attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by such
Cautionary Statements. Investors are cautioned not to place undue reliance on
these forward looking statements, which speak only as of the date hereof and are
not intended to give any assurance as to future results. The Company undertakes
no obligation to publicly release any revisions to these forward-looking
statements to reflect events or reflect the occurrence of unanticipated events.
MPM Technologies, Inc. ("MPM") acquired certain of the assets and assumed
certain of the liabilities of a part of a division of FLS Miljo, Inc. as of July
1, 1998. MPM formed AirPol, Inc. ("AirPol") to run this air pollution control
business. AirPol designs, engineers, supplies and services air pollution control
systems for Fortune 500 and other industrial and environmental companies. The
technologies of AirPol utilize wet and dry scrubbers, wet electrostatic
precipitators and venturi absorbers to control air pollution.
MPM holds a 58.21% interest in Nupower Partnership through its ownership of
Nupower. No other operations were conducted through Nupower. Nupower Partnership
is engaged in the development and commercialization of a waste-to-energy
process. This is an innovative technology for the disposal and gasification of
carbonaceous wastes such as municipal solid waste, municipal sewage sludge, pulp
and paper mill sludge, auto fluff, medical waste and used tires. The process
converts solid and semi-solid wastes into a clean-burning medium BTU gas that
can be used for steam production for electric power generation. The gas may also
be a useful building block for downstream conversion into valuable chemicals.
Nupower Partnership owns 85% of the Skygas Venture. In addition to its ownership
in the partnership, MPM separately owns 15% of the Venture.
Mining controls 15 claims on approximately 300 acres in the historical Emery
Mining District in Montana. It also owns a 200-ton per day floatation mill on
site. Extensive exploration has been conducted in the area by companies such as
Exxon-Mobil Corporation, Freeport McMoran Gold Company and Hecla Mining Company
in addition to the efforts of MPM Mining. In early 2002, the Board of Directors
decided to hold the properties as an investment.
AirPol is an active continuing concern. The development of the Skygas process
through Nupower Partnership is also an ongoing process. No other operations were
conducted. Accordingly, the financial statements for the six and three months
ended June 30, 2008 and 2007 include the operations of AirPol, Skygas and MPM.
MPM's consolidated net loss from continuing operations for the six months ended
June 30, 2008 was $810,817 or $0.13 per share compared to a net loss of
$1,501,888, or $0.24 per share for the six months ended June 30, 2007.
Six and three months ended June 30, 2008 compared to six and three months ended
June 30, 2007
For the six months ended June 30, 2008, MPM had a net loss of $810,817, or $0.13
per share compared to net loss of $1,501,888, or $0.24 per share for the six
months ended June 30, 2007. Revenues decreased 82% to $227,516 for the six
months ended June 30, 2008 compared to $1,264,275 for the six months ended June
30, 2007. The revenue decrease was due to the lack of project work, and backlog
for projects in 2008. Costs of sales decreased 88% to $113,386 for the six
months ended June 30, 2008 compared to $915,957 for the six months ended June
30, 2007. This was again due to the decreases in project revenues. Operating
expenses decreased 5% to $547,268 for the six months ended June 30, 2008
compared to $578,845 for the six months ended June 30, 2007.
For the three months ended June 30, 2008, MPM had a net loss $441,264, or $0.07
per share compared to a net loss of $377,100, or $0.06 per share for the three
months ended June 30, 2007. Revenues decreased 84% to $120,122 for the three
months ended June 30, 2008 compared to $767,997 for the three months ended June
30, 2007. This was due to the lack of project work in 2008. Costs of sales
decreased 88% to $70,977 for the three months ended June 30, 2008 compared to
$578,107 for the three months ended June 30, 2007. This was due to the lack of
project work. Operating expenses decreased 7% to $293,148 for the three months
ended June 30, 2008 compared to $315,038 for the three months ended June 30,
2007.
Financial Condition and Liquidity
- ---------------------------------
For the six months ended June 30, 2008, the Company relied principally on cash
from loans from related parties to fund its activities. Working capital deficit
at June 30, 2008 was $12,440,154 compared to $11,630,782 at December 31, 2007.
The Company is working to narrow its losses and get to a cash flow neutral
position. There can be no assurances that management will be successful in
attaining this goal. Accordingly, management is continuing to seek alternative
sources of capital such as private placements, stock offerings and other
financing alternatives.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Management of MPM does not invest in marketable securities in the normal course
of business. Financial instruments consisting of cash and cash equivalents can
potentially subject the Company to a concentration of credit risk. The Company
places its cash and cash equivalents with various high quality financial
institutions. These deposits may exceed federally insured limits at various
times throughout the year. The Company provides credit in the normal course of
business. The Company performs ongoing credit evaluations of its customers and
maintains allowances for doubtful accounts based on factors surrounding the
credit risk of specific customers, historical trends, and other information.
Item 4. Controls and Procedures
MPM management, under the supervision and with the participation of the Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of our disclosure controls and procedures as of June 30, 2008. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the disclosure controls and procedures are effective. There were no changes
during the period covered by this Form 10-Q in the internal control over
financial reporting that have materially affected, or are reasonably likely to
materially affect, the internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
None
ITEM 2. Changes in Securities and Use of Proceeds
The rights of the holders of the Company's securities have not been modified nor
have the rights evidenced by the securities been limited or qualified by the
issuance or modification of any other class of securities.
ITEM 3. Defaults Upon Senior Securities
There are no senior securities issued by the Company.
ITEM 4. Submission of Matters to a Vote of Security Holders
MPM's annual meeting of Stockholders was held on June 27, 2008. Following are
the results of the stockholder voting:
Proposal 1 - Election of Directors
Name For Withheld
- ---- --- --------
Frank E. Hsu 4,242,326 124
L. Craig Cary Smith 4,242,338 112
Each director was re-elected for a three-year term.
Proposal 2 - Amend 1989 Option Plan For Against Abstain
--- ------- -------
Amend 1989 Option Plan 4,218,932 20,227 3,291
Total shares represented by proxy and in person: 4,242,450
Percentage of the outstanding votable shares: 67.74%
Outstanding votable shares: 6,263,064
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
None
SIGNATURES
Pursuant to 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.
MPM Technologies, Inc.
August 19, 2008 /s/ Michael J. Luciano
----------------- ----------------------
(date) Michael J. Luciano
Chairman & CEO
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of MPM Technologies, Inc. (the
"Company") on Form 10-Q for the period ended June 30, 2008 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Michael
J. Luciano, Chairman and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/s/ Michael J. Luciano /s/ Glen Hjort
- ---------------------- --------------
Michael J. Luciano Glen Hjort
Chairman and Chief Executive Officer Chief Financial Officer
August 19, 2008 August 19, 2008
CERTIFICATION
I, Michael J. Luciano, CHIEF EXECUTIVE OFFICER of MPM TECHNOLOGIES, INC. certify
that:
1. I have reviewed this Form 10-Q of MPM Technologies, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of
material fact or omit to state material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations, and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of the date within 45 days prior to the filing date
of this report (the Evaluation Date"); and
c) Presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date.
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls: and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls.
6. The registrant's other certifying officer and I have indicated in this
report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: August 19, 2008 /s/ Michael J. Luciano
- ---------------------- -----------------------
Chief Executive Officer
-----------------------
CERTIFICATION
I, Glen Hjort, CHIEF FINANCIAL OFFICER of MPM TECHNOLOGIES, INC. certify that:
1. I have reviewed this Form 10-Q of MPM Technologies, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of
material fact or omit to state material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations, and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of the date within 45 days prior to the filing date
of this report (the Evaluation Date"); and
c) Presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date.
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls: and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls.
6. The registrant's other certifying officer and I have indicated in this
report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: August 19, 2008 /s/ Glen Hjort
- ---------------------- -----------------------
Chief Financial Officer
-----------------------