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: March 31, 2007
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: 000-50177
NANO SUPERLATTICE TECHNOLOGY, INC.
(Exact name of small business issuer in its charter)
Delaware 95-4735252
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
No. 666, Jhensing Rd.
Gueishan Township, Taoyuan County 333
Taiwan, ROC
(Address of Principal Executive Offices)
Issuer's Telephone Number: 011-886-3-349-8677
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period) that the issuer was required to file such reports, and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The number of shares outstanding of the issuer's Common Stock, $0.001 par
value, as of the close of business on May 11, 2007 was 32,343,000.
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
TABLE OF CONTENTS
NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY WIGWAM DEVELOPMENT, INC.)
Page
----
PART I - FINANCIAL INFORMATION............................................. 1
Item 1. Consolidated Financial Statements............................. 1
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................... 20
Item 3. Controls and Procedures....................................... 24
PART II - OTHER INFORMATION................................................ 25
Item 1. Legal Proceedings............................................. 25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds... 25
Item 3. Defaults Upon Senior Securities............................... 25
Item 4. Submission of Matters to a Vote of Security Holders........... 25
Item 5. Other Information............................................. 25
Item 6. Exhibits ..................................................... 25
Signatures................................................................. 26
i
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
NANO SUPERLATTICE TECHNOLOGY INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2007 AND DECEMBER 31, 2006
March 31, 2007 December 31, 2006
-------------- -----------------
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 46,481 $ 207,920
Restricted cash 105,278 140,742
Accounts receivable, net 3,009,468 1,746,093
Inventory 1,907,173 1,654,583
Other receivables 181,065 151,127
Prepaid expenses 1,445 2
----------- -----------
Total Current Assets 5,250,910 3,900,467
----------- -----------
Fixed Assets, net 7,906,772 8,159,798
----------- -----------
Other Assets
Deposits 24,176 24,552
Other assets 78,572 67,568
----------- -----------
Total Other Assets 102,748 92,120
----------- -----------
Total Assets $13,260,430 $12,152,385
=========== ===========
1
NANO SUPERLATTICE TECHNOLOGY INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2007 AND DECEMBER 31, 2006
March 31, 2007 December 31,2006
-------------- ----------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 3,394,944 $ 2,234,800
Due to related party 1,034,942 768,887
Current portion, long-term debt 1,893,912 1,956,752
Obligations under capital leases - current portion 312,274 317,130
------------ ------------
Total Current Liabilities 6,636,072 5,277,569
Long-term debt, net of current portion 1,701,689 1,794,424
Obligations under capital leases 130,113 211,419
------------ ------------
Total Liabilities 8,467,874 7,283,412
------------ ------------
Minority Interest 99,086 99,318
------------ ------------
Stockholders' Equity
Common stock, $.0001 par value, 50,000,000 shares
authorized, 32,343,000 issued and outstanding 3,234 3,234
Additional paid in capital 6,735,078 6,735,078
Other comprehensive income 141,582 220,442
Retained deficit (2,186,424) (2,189,099)
------------ ------------
Total Stockholders' Equity 4,693,470 4,769,655
------------ ------------
Total Liabilities and Stockholders' Equity $ 13,260,430 $ 12,152,385
============ ============
2
NANO SUPERLATTICE TECHNOLOGY INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2007 AND 2006
(UNAUDITED)
March 31, 2007 March 31, 2006
-------------- --------------
Sales, net $ 2,003,958 $ 2,317,904
Cost of sales 1,768,921 2,047,335
------------ ------------
Gross Profit 235,037 270,569
General and administrative expenses 177,411 515,347
------------ ------------
Income (loss) from operations 57,626 (244,778)
------------ ------------
Other (Income) Expense
Interest income (7,200) --
Collection of bad debts --
Other income --
(Gain) loss of currency exchange 594 (242)
Other expenses 6,365 --
Interest expense 53,897 60,147
Minority Interest 1,295 (5,352)
------------ ------------
Total Other (Income) Expense 54,951 54,553
Income (loss) before income taxes 2,675 (299,331)
Provision for income taxes -- --
------------ ------------
Net income (loss) $ 2,675 $ (299,331)
============ ============
Net income (loss) per share (basic and diluted)
Basic $ 0.000 $ (0.009)
Diluted $ 0.000 $ (0.009)
Weighted average number of shares
Basic 32,343,000 32,343,000
Diluted 32,343,000 32,343,000
3
NANO SUPERLATTICE TECHNOLOGY INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2007 AND 2006
(UNAUDITED)
March 31, 2007 March 31, 2006
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ 2,675 $ (299,331)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
Depreciation and amortization 134,044 205,784
Bad debt 32,677 --
Minority interest 1,295 (5,352)
Decrease (Increase) in notes and accounts receivables (1,329,197) (445,952)
Decrease (Increase) in other receivables 5,926 39,947
Decrease (Increase) in inventories (279,308) (111,748)
Decrease (Increase) in deposit -- (255)
Decrease (Increase) in prepaid expenses (39,791) 9,486
Increase (Decrease) in accounts payable and accrued expenses 1,199,948 1,647,306
----------- -----------
Total Adjustments (274,406) 1,339,216
----------- -----------
Net cash provided by (used in) operating activities (271,731) 1,039,885
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (Increase) in restricted cash 33,474 --
Purchases of property, plant and equipment (9,536) (1,269,065)
Decrease (Increase) in other assets (12,098) (6,000)
----------- -----------
Net cash provided by (used in) investing activities (21,634) (1,275,065)
----------- -----------
4
NANO SUPERLATTICE TECHNOLOGY INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2007 AND 2006
(UNAUDITED)
March 31, 2007 March 31, 2006
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of debt $ (488,758) $ (215,918)
Proceeds from issuance debt 311,687 145,886
Increase (decrease) in due to related party 277,962 --
----------- -----------
Net cash provided by (used in) financing activities 100,891 (70,032)
----------- -----------
Effect of exchange rate change on cash (2,439) (54,773)
Net change in cash and cash equivalents (161,439) (359,985)
----------- -----------
Cash and cash equivalents at beginning of year 207,920 1,274,842
----------- -----------
Cash and cash equivalents at end of year $ 46,481 $ 914,857
=========== ===========
Supplemental cash flows disclosures:
Income tax payments $ -- $ --
----------- -----------
Interest payments $ 53,925 $ 60,147
----------- -----------
5
NANO SUPERLATTICE TECHNOLOGY INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
MARCH 31, 2007 AND DECEMBER 31, 2006
March 31, 2007 December 31, 2006
-------------- -----------------
(Unaudited)
Common stock, number of shares outstanding
Balance at beginning of period 32,343,000 32,343,000
Common stock issued -- --
------------ ------------
Balance at end of period 32,343,000 32,343,000
------------ ------------
Common stock, par value $.0001
Balance at beginning of period $ 3,234 $ 3,234
Common stock issued -- --
------------ ------------
Balance at end of period 3,234 3,234
------------ ------------
Additional paid in capital
Balance at beginning of period 6,735,078 6,735,078
Issuance of stock -- --
------------ ------------
Balance at end of period 6,735,078 6,735,078
------------ ------------
Other comprehensive income
Balance at beginning of period 220,442 177,254
Foreign currency translation (78,860) 43,188
------------ ------------
Balance at end of period 141,582 220,442
------------ ------------
Retained earnings (deficits)
Balance at beginning of period (2,189,099) (1,995,819)
Net income (loss) 2,675 (864,147)
------------ ------------
Balance at end of period (2,186,424) (2,189,099)
------------ ------------
Total stockholders' equity at end of period $ 4,693,470 $ 4,769,655
============ ============
6
NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(UNAUDITED)
NOTE A - ORGANIZATION
Nano Superlattice Technology, Inc., Formerly Wigwam Development, Inc., was
incorporated on July 20, 1998 under the laws of the State of Delaware. Nano
Superlattice Technology, Inc. - BVI was incorporated on February 18, 2004
under the laws of the British Virgin Islands. Nano Superlattice Technology,
Inc. - Taiwan was incorporated under the laws of Republic of China on
September 6, 1994. Nano Superlattice Technology, Inc. owns 100% of the
capital stock of Superlattice Technology, Inc. - BVI, and Superlattice
Technology, Inc. - BVI owns 98.1% of the capital stock of Nano Superlattice
Technology, Inc. - Taiwan. Collectively these three corporations are
referred to herein as the "Company". When used in these notes, the terms
"Company," means Nano Superlattice Technology, Inc. and its subsidiaries.
Nano Superlattice Technology, Inc. acquired all of the issued and
outstanding capital stock of Nano Superlattice Technology, Inc. - BVI,
pursuant to an Exchange Agreement dated as of May 26, 2004 by and among
Nano Superlattice Technology, Inc. - BVI and Nano Superlattice Technology,
Inc. (the "Exchange Agreement"). Pursuant to the Exchange Agreement, Nano
Superlattice Technology, Inc. - BVI became a wholly owned subsidiary of
Nano Superlattice Technology, Inc. and, in exchange for the Nano
Superlattice Technology, Inc. - BVI shares, Nano Superlattice Technology,
Inc issued 2,504,000 shares of its common stock to the shareholders of Nano
Superlattice Technology, Inc. - BVI, representing 91.6% of the issued and
outstanding capital stock of Nano Superlattice Technology, Inc. at that
time. On June 2, 2004, the Company completed the purchase of Nano
Superlattice Technology, Inc. - a Taiwanese developer and producer of
nano-scale coating technology to be applied to various mechanical tools and
metal surfaces for sale to manufacturers specifically in the computer,
mechanical and molding industries.
The Company, through Nano Superlattice Technology, Inc. -Taiwan is in the
business of developing and producing nano-scale coating technology to be
applied to various mechanical tools and metal surfaces for sales to
manufacturers in the computer, mechanical and molding industries.
Nanotechnology, or molecular manufacturing, is a technological process
designed to allow products to be manufactured lighter, stronger, smarter,
cheaper, cleaner and more precisely than they would otherwise be. The
Company operates in an industry characterized by rapid technological
changes. They will need additional investments and funding in order to
complete the development and improvements necessary for the development and
production of the nano-scale coating technology.
On December 30, 2004, the Company changed its fiscal year end from June
30th to December 31st.
7
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
UNAUDITED INTERIM FINANCIAL INFORMATION
The accompanying financial statements have been prepared by Nano
Superlattice Technology, Inc., pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC") Form 10-QSB and Item 310 of
Regulation S-B and generally accepted accounting principles for interim
financial reporting. These financial statements are unaudited and, in the
opinion of management, include all adjustments (consisting of normal
recurring adjustments and accruals) necessary for a fair presentation of
the statement of financial position, operations, and cash flows for the
periods presented. Operating results for the three months ended March 31,
2007 and 2006 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2007, or any future period, due to
seasonal and other factors. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting policies have been omitted in accordance with
the rules and regulations of the SEC. These financial statements should be
read in conjunction with the audited consolidated financial statements and
accompanying notes, included in the Company's Annual Report on Form 10-KSB
for the year ended December 31, 2006.
REVENUE RECOGNITION
Revenue from sales of products to customers is recognized upon shipment or
when title passes to customers based on the terms of the sales, and is
recorded net of returns, discounts and allowances.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Nano
Superlattice Technology, Inc., and its wholly owned subsidiaries Nano
Superlattice Technology, Inc. - BVI and its majority owned subsidiary, Nano
Superlattice Technology, Inc. - Taiwan. All material intercompany accounts,
transactions and profits have been eliminated in consolidation.
FINANCIAL STATEMENT PRESENTATION
Certain changes to the 2006 financial statements have been made to conform
to the 2007 financial statement format.
RISKS AND UNCERTAINTIES
The Company is subject to substantial risks from, among other things, rapid
changes in technology, rapidly changing customer requirements, limited
operating history, and the volatility of public markets.
8
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
CONTINGENCIES
Certain conditions may exist as of the date the financial statements are
issued that may result in a loss to the Company but that will only be
resolved when one or more future events occur or fail to occur. The
Company's management and legal counsel assess such contingent liabilities,
and such assessment inherently involves an exercise of judgment. In
assessing loss contingencies related to legal proceedings that are pending
against the Company or unasserted claims that may result in such
proceedings, the Company's legal counsel evaluates the perceived merits of
any legal proceedings or unasserted claims as well as the perceived merits
of the amount of relief sought or expected to be sought.
If the assessment of a contingency indicates that it is probable that a
material loss has been incurred and the amount of the liability can be
estimated, then the estimated liability would be accrued in the Company's
financial statements. If the assessment indicates that a potential material
loss contingency is not probable but is reasonably possible, or is probable
but cannot be estimated, then the nature of the contingent liability,
together with an estimate of the range of possible loss if determinable and
material would be disclosed.
Loss contingencies considered to be remote by management are generally not
disclosed unless they involve guarantees, in which case the guarantee would
be disclosed.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
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. Actual results could differ from
those estimates. Significant estimates include collectibility of accounts
receivable, accounts payable, sales returns and recoverability of long-term
assets.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
The Company provides an allowance for loss on receivables based on a review
of the current status of existing receivables, historical collection
experience, subsequent collections and management's evaluation of the
effect of existing economic conditions.
FIXED ASSETS
Property and equipment are stated at cost less accumulated depreciation.
Expenditures for major additions and improvements are capitalized and minor
replacements, maintenance and repairs are charged to expense as incurred.
Depreciation is provided on the straight-line method over the estimated
useful lives of the assets, or the remaining term of the lease, as follows:
Furniture and Fixtures 5 years
Equipment 5-20 years
Computer Hardware and Software 2-5 years
9
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
EXCHANGE GAIN (LOSS)
As of March 31, 2007 and 2006, the transactions of Nano Superlattice
Technology, Inc. - Taiwan were denominated in a foreign currency and are
recorded in New Taiwan dollars at the rates of exchange in effect when the
transactions occur. Exchange gains and losses are recognized for the
different foreign exchange rates applied when the foreign currency assets
and liabilities are settled.
TRANSLATION ADJUSTMENT
As of March 31, 2007, the accounts of Nano Superlattice Technology, Inc.-
Taiwan were maintained, and their financial statements were expressed, in
New Taiwan Dollars (NTD). Such financial statements were translated into
U.S. Dollars (USD) in accordance with Statement of Financial Accounts
Standards ("SFAS") No. 52, "Foreign Currency Translation", with the NTD as
the functional currency. According to the Statement, all assets and
liabilities were translated at the current exchange rate, stockholder's
equity is translated at the historical rates and income statement items are
translated at the weighted average exchange rate for the period. The
resulting translation adjustments are reported under other comprehensive
income in accordance with SFAS No. 130, "Reporting Comprehensive Income".
As of March 31, 2007 and December 31, 2006 the exchange rates between NTD
and the USD were NTD$1=USD$0.03022 and NTD$1=USD$0.03069, respectively. The
weighted-average rates of exchange between NTD and USD were
NTD$1=USD$0.03037, NTD$1=USD$0.03075, and NTD$1=USD$0.03098 for the period
(year) ended March 31, 2007, December 31, 2006, and March 31, 2006,
respectively. Total translation adjustment recognized as of March 31, 2007
and December 31, 2006 is $141,582 and $220,442, respectively.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures its financial assets and liabilities in accordance
with generally accepted accounting principles. For certain of the Company's
financial instruments, including accounts receivable (trade and related
party), notes receivable and accounts payable (trade and related party),
and accrued expenses, the carrying amounts approximate fair value due to
their short maturities. The amounts owed for long-term debt and revolving
credit facility also approximate fair value because interest rates and
terms offered to the Company are at current market rates.
STATEMENT OF CASH FLOWS
In accordance with SFAS No. 95, "Statement of Cash Flows", cash flows from
the Company's operations are based upon the local currencies. As a result,
amounts related to assets and liabilities reported on the statement of cash
flows will not necessarily agree with changes in the corresponding balances
on the balance sheet.
10
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk are accounts receivable and other receivables
arising from its normal business activities. The Company has a diversified
customer base. The Company controls credit risk related to accounts
receivable through credit approvals, credit limits and monitoring
procedures. The Company routinely assesses the financial strength of its
customers and, based upon factors surrounding the credit risk, establishes
an allowance, if required, for uncollectible accounts and, as a
consequence, believes that its accounts receivable credit risk exposure
beyond such allowance is limited.
INVENTORY
Inventory is valued at the lower of cost or market. Cost is determined on
the weighted average method. As of March 31, 2007 and December 31, 2006,
inventory consisted only of finished goods.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with initial
maturities of three months or less to be cash equivalents.
ADVERTISING
Advertising costs are expensed in the year incurred.
INCOME TAXES
Provisions for income taxes are based on taxes payable or refundable for
the current year and deferred taxes on temporary differences between the
amount of taxable income and pretax financial income and between the tax
bases of assets and liabilities and their reported amounts in the financial
statements.
Deferred tax assets and liabilities are included in the financial
statements at currently enacted income tax rates applicable to the period
in which the deferred tax assets and liabilities are expected to be
realized or settled as prescribed in SFAS No. 109, "Accounting for Income
Taxes". As changes in tax laws or rates are enacted, deferred tax assets
and liabilities are adjusted through the provision for income taxes.
EARNINGS PER SHARE
The Company uses SFAS No. 128, "Earnings Per Share", for calculating the
basic and diluted earnings (loss) per share. Basic earnings (loss) per
share are computed by dividing net income (loss) attributable to common
stockholders by the weighted average number of common shares outstanding.
Diluted earnings per share are computed similar to basic earnings per share
except that the denominator is increased to include common stock
equivalents, if any, as if the potential common shares had been issued.
11
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
On January 1, 2002 the Company adopted SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets". The Company evaluates
long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable. If the estimated future cash flows (undiscounted and without
interest charges) from the use of an asset were less than the carrying
value, a write-down would be recorded to reduce the related asset to its
estimated fair value. There have been no such impairments to date.
NEW ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued Statement of Financial Accounting
Standards No. 155, "Accounting for Certain Hybrid Financial Instruments"
("SFAS 155"), which amends SFAS No. 133, "Accounting for Derivatives
Instruments and Hedging Activities" ("SFAS 133") and SFAS No. 140,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities" ("SFAS 140"). SFAS 155 amends SFAS 133 to
narrow the scope exception for interest-only and principal-only strips on
debt instruments to include only such strips representing rights to receive
a specified portion of the contractual interest or principle cash flows.
SFAS 155 also amends SFAS 140 to allow qualifying special-purpose entities
to hold a passive derivative financial instrument pertaining to beneficial
interests that itself is a derivative instruments. The Company is currently
evaluating the impact this new Standard, but believes that it will not have
a material impact on the Company's financial position.
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities". This statement requires all separately recognized servicing
assets and servicing liabilities be initially measured at fair value, if
practicable, and permits for subsequent measurement using either fair value
measurement with changes in fair value reflected in earnings or the
amortization and impairment requirements of Statement No. 140. The
subsequent measurement of separately recognized servicing assets and
servicing liabilities at fair value eliminates the necessity for entities
that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal
year beginning after September 15, 2006. This adoption of this statement is
not expected to have a significant effect on the Company's future reported
financial position or results of operations.
In July 2006, the FASB issued Interpretation No. 48, Accounting for
Uncertainty in Income Taxes ("FIN 48"). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in an enterprise's financial
statements in accordance with FASB Statement No. 109, Accounting for Income
Taxes. FIN 48 prescribes a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. This Interpretation also
provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. This
Interpretation is effective for fiscal years beginning after December 15,
2006, with earlier adoption permitted. The company is currently evaluating
the provisions of FIN 48.
12
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
NEW ACCOUNTING PRONOUNCEMENTS (continued)
In September 2006, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 157, Fair Value Measurement, which provides guidance
for applying the definition of fair value to various accounting
pronouncements. SFAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007. The Company is currently
evaluating the provisions of SFAS 157.
In September 2006, the FASB also issued SFAS No. 158, Employers' Accounting
for Defined Benefit Pension and Other Postretirement Plans. SFAS 158 amends
SFAS 87, 88, 106, and 132R, and requires employers to recognize the
overfunded or underfunded status of defined benefit postretirement plans as
an asset or liability in its statement of financial position. SFAS No. 158
is effective as of the end of fiscal years ending after December 15, 2006.
SFAS 158 is not applicable to the Company, as it does not have a defined
benefit pension plan.
In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin 108 ("SAB 108"), considering the Effect of Prior Year
Misstatements when Quantifying Misstatements in the Current Year Financial
Statements, that addresses how uncorrected errors in previous years should
be considered when quantifying errors in the current year financial
statements. SAB 108 is effective for fiscal years ending November 15, 2006
and, upon adoption, companies are allowed to record the effects as a
cumulative-effect adjustment to retained earnings. The Company will adopt
SAB 108 for its fiscal year ending December 31, 2006 and is assessing what
impact, if any, the adoption of SAB 108 will have on its financial position
and results of operations.
In February 2007, the Financial Accounting Standards Board (FASB) issued
SFAS No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities - Including an Amendment of FASB Statement No. 115". This
statement permits entities to choose to measure many financial instruments
and certain other items at fair value. Most of the provisions of SFAS No.
159 apply only to entities that elect the fair value option. However, the
amendment to SFAS No. 115 "Accounting for Certain Investments in Debt and
Equity Securities" applies to all entities with available-for-sale and
trading securities. SFAS No. 159 is effective as of the beginning of an
entity's first fiscal year that begins after November 15, 2007. Early
adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, "Fair Value Measurements". The adoption of this
statement is not expected to have a material effect on the Company's
financial statements.
NOTE C - CASH
The Company maintains its cash balances at various banks in Taiwan. The
balances are insured by the Central Deposit Insurance Corporation (CDIC) up
to approximately $30,220. As of March 31, 2007 there was $56,037 uninsured
portions of the balances held at these banks.
13
NOTE D - FIXED ASSETS
Fixed assets consist of the following:
March 31, 2007 December 31, 2006
-------------- -----------------
Machinery and equipment $ 7,589,386 $ 6,799,070
Furniture and fixtures 364,078 369,311
Leased equipment 936,820 951,390
Prepayment for machinery and equipment 138,580 1,044,115
----------- -----------
$ 9,028,864 $ 9,163,886
Accumulated depreciation (1,122,092) (1,004,088)
----------- -----------
$ 7,906,772 $ 8,159,798
=========== ===========
NOTE E - COMMITMENTS
The Company leases three office facilities under operating leases that
terminate on various dates. Rental expense for these leases consisted of
$16,430 and $16,760 for the three months ended March 31, 2007 and 2006,
respectively.
The Company has future minimum lease obligations as follows:
Twelve-month ended
March 31, Amount
--------- ------
2008 $51,193
-------
Total $51,193
=======
Capital leases - The company leases certain equipment under agreements that
are classified as capital leases. The cost of equipment under capital
leases is included in the Statement of Financial Position as fixed assets.
The company has future minimum payments under capital leases as follows
(see note G):
Twelve-month ended
March 31, Amount
--------- ------
2008 $312,274
2009 130,113
--------
Total $342,387
========
14
NOTE F - COMPENSATED ABSENCES
Employees earn annual vacation leave at the rate of seven (7) days per year
for the first three years. Upon completion of the third year of employment,
employees earn annual vacation leave at the rate of ten (10) days per year.
At termination, employees are paid for any accumulated annual vacation
leave. As of March 31, 2007, vacation liability exists in the amount of
$2,513.
NOTE G - SALES-LEASEBACK TRANSACTION
In September 2005, the Company completed the sale of a piece of equipment
for $933,720. The transaction has been accounted for as a sales-lease back
transaction, wherein the property was sold, immediately leased back, and
accounted for as a capital lease. An obligation in the amount of
$1,042,032, representing the proceeds, has been recorded in the Company's
Statement of Financial Position, and is being reduced based on payments
under the lease. As of March 31, 2007, the Company has a balance due of
$342,387 (see Note E).
The Company is currently in default of their sales-leaseback transaction
and therefore the entire amount of the capitalized lease has been
categorized as a current liability (see Note H).
NOTE H - LEASE AND LOAN DEFAULT
In September 2005 the Company entered into a sales-leaseback agreement
(Note G) on a piece of equipment with a financial institution. However, the
equipment sold had already been pledged as collateral for the Company's
line of credit with a bank in Taiwan. The bank's recourse is to repossess
the asset or demand payment in full. As of March 31, 2007, and the date of
this report, no such demand has been made. Because of the default with the
transaction the Company has categorized all debts associated with these
transactions as current liabilities until the matter is resolved.
NOTE I - INCOME TAXES
Total Federal and State income tax expense for the three months ended March
31, 2007 and 2006 amounted to $0 and $0, respectively. For the three months
ended March 31, 2007 and 2006, there is no difference between the federal
statutory tax rate and the effective tax rate.
The following is a reconciliation of income tax expense:
03/31/07 U.S. State International Total
-------- -------- ------------- --------
Current $ 0 $ 0 $ 0 $ 0
Deferred 0 0 0 0
-------- -------- -------- --------
Total $ 0 $ 0 $ 0 $ 0
======== ======== ======== ========
15
NOTE I - INCOME TAXES (continued)
03/31/06 U.S. State International Total
-------- -------- ------------- --------
Current $ 0 $ 0 $ 0 $ 0
Deferred 0 0 0 0
-------- -------- -------- --------
Total $ 0 $ 0 $ 0 $ 0
======== ======== ======== ========
Reconciliation of the differences between the statutory U.S. Federal income
tax rate and the effective rate is as follows:
3/31/07 3/31/06
------- -------
Federal statutory tax rate 34% 34%
State, net of federal benefit 0% 0%
----- -----
Effective tax rate 34% 34%
===== =====
NOTE J - OTHER COMPREHENSIVE INCOME
Balances of related after-tax components comprising accumulated other
comprehensive income (loss), included in stockholders' equity, at March 31,
2007 and December 31, 2006 are as follows:
Foreign Currency Accumulated Other
Translation Adjustment Comprehensive Income
---------------------- --------------------
Balance at December 31, 2005 $ 177,254 $ 177,254
Change for 2006 43,188 43,188
--------- ---------
Balance at December 31, 2006 $ 220,442 $ 220,442
Change for 2007 (78,860) (78,860)
--------- ---------
Balance at March 31, 2007 $ 141,582 $ 141,582
========= =========
16
NOTE K - DEBT
At March 31, 2007 and December31, 2006, the Company had notes payable
outstanding in the aggregate amount of $3,595,601 and $3,751,176,
respectively, payable as follows:
March 31, 2007 December 31, 2006
-------------- -----------------
Note payable to a bank in Taiwan, Note payable to a bank in
interest at 7.62% per annum, due Taiwan, interest at 7.57% per
by November 10, 2008 $ 33,586 annum, due by November 10, 2008 $ 39,240
Note payable to a bank in Taiwan, Note payable to a bank in
interest at 6.92% per annum, due Taiwan, interest at 6.87% per
by November 10, 2008 77,599 annum, due by November 10, 2008 90,650
Note payable to a bank in Taiwan, Note payable to a bank in
interest at 5% per annum, due by Taiwan, interest at 5% per
April 30, 2007 18,002 annum, due by April 30, 2007 45,421
Note payable to a bank in Taiwan, Note payable to a bank in
interest at 6.674% per annum, due Taiwan, interest at 6.7% per
by July 21, 2007 43,307 annum, due by July 21, 2007 84,782
Secured Note payable to a bank
Secured Note payable to a bank in in Taiwan, interest at 3.67%
Taiwan, interest at 3.545% per per annum, due by January 17,
annum, due by January 17, 2012 831,050 2012 843,975
Note payable to a bank in Taiwan, Usance L/C payable to a bank in
interest at 7.01% per annum, due Taiwan, interest at 7.1% per
by October 29, 2008 130,533 annum, due by March 21, 2007 10,920
Note payable to a bank in Taiwan, Note payable to a bank in
interest at 6% per annum, due by Taiwan, interest at 5.64% per
April, 3, 2008 168,424 annum, due by September 7, 2008 189,258
Secured Note payable to a bank in Secured Note payable to a bank
Taiwan, interest at 4.01% per in Taiwan, interest at 3.94%
annum, due by August 8, 2010 604,400 per annum, due by August 8, 2010 613,800
Note payable to a bank in Taiwan, Note payable to a bank in
interest at 6% per annum, due by Taiwan, interest at 6% per
January 17, 2009 95,597 annum, due by January 17, 2009 109,450
17
Note payable to a bank in Taiwan, Note payable to a bank in
interest at 5.66% per annum, due Taiwan, interest at 5.875% per
by September 7, 2008 160,836 annum, due by April, 3, 2008 208,720
Note payable to a bank in Taiwan, Short-term Note payable to a
interest at 5.66% per annum, due bank in Taiwan, interest at
by January 8, 2009 111,352 2.52% per annum, due by March 9, 2007 1,216,078
Secured Note payable to a bank in Note payable to a bank in
Taiwan, interest at 5.267% per Taiwan, interest at 7.01% per
annum, due by March 16, 2007 58,627 annum, due by October 29, 2008 151,570
Secured Note payable to a bank in Secured Note payable to a bank
Taiwan, interest at 5.195% per in Taiwan, interest at 5.195%
annum, due by April 16, 2007 66,786 per annum, due by January 15, 2007 147,312
Short-term Note payable to a bank
in Taiwan, interest at 2.05% per
annum, due by April 18, 2007 1,195,502
---------- ----------
Total 3,595,601 Total 3,751,176
Current portion $1,893,912 Current portion $1,956,752
---------- ----------
Long-term portion $1,701,689 Long-term portion $1,794,424
========== ==========
NOTE L - FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash and cash equivalents, accounts receivable,
deposits and accounts payable approximate their fair value because of the
short maturity of those instruments.
The carrying amounts of the Company's long-term debt approximate their fair
value because of the short maturity and/or interest rates, which are
comparable to those currently available to the Company on obligations with
similar terms.
18
NOTE M - GOING CONCERN
As shown in the accompanying financial statements, as of March 31, 2007,
the Company's current liabilities exceeded its current assets by
approximately $1,385,000. These factors arise substantial doubt about the
Company's ability to continue as a going concern. The Company may raise
additional funding through borrowings from financial institutions and defer
the amounts due under the credit line and sales lease back transaction.
Management believes that actions presently being taken to obtain additional
funding provide the opportunity for the Company to continue as a going
concern. The accompanying financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as
a going concern.
******
19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion of the financial condition and results of operations
should be read in conjunction with the consolidated financial statements and
related notes thereto and in conjunction with the Management's Discussion and
Analysis set forth in our Annual Report on Form 10-KSB for the year ended
December 31, 2006.
FORWARD-LOOKING STATEMENTS
The following discussion relates to future events and expectations and as such
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. The words "believes," "anticipates,"
"plans," "expects," and similar expressions are intended to identify
forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties, and other factors which may cause the actual
results, performance or achievements of us to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements and to vary significantly from reporting period to
reporting period. These forward-looking statements were based on various factors
and were derived utilizing numerous important assumptions and other factors that
could cause actual results to differ materially from those in the
forward-looking statements, including, but not limited to: risks and
uncertainties related to the need for additional funds doing business in Asia,
political risks in China and the volatility of the price of our common stock.
Other factors and assumptions not identified above were also involved in the
derivation of these forward-looking statements, and the failure of such other
assumptions to be realized, as well as other factors, may also cause actual
results to differ materially from those projected. We assume no obligation to
update these forward looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting such forward-looking
statements.
GENERAL
The Company, through Nano Superlattice Technology, Inc. - Taiwan is in the
business of developing and producing nano-scale coating technology to be applied
to various mechanical tools and metal surfaces for sales to manufacturers in the
computer, mechanical and molding industries. Nanotechnology, or molecular
manufacturing, is a technological process designed to allow products to be
manufactured lighter, stronger, cheaper, cleaner and more precisely than they
would otherwise be.
The Company operates in an industry characterized by rapid technological
changes. It will need additional investments and funding in order to complete
the development and improvements necessary for the development and production of
the nano-scale coating technology.
The Company's business strategy is to increase its market share by first
focusing on providing its superlattice nano-coating technology service to
manufacturers in domestic markets, expanding into Mainland China markets, and
further expanding into international markets. Since nanotechnology has a vast
application range, the Company also intends to conduct further research into the
many additional uses for nanotechnology with the goal of becoming an
internationally recognized nanotechnology design center.
In the future, the Company expects to expand the number and type of industries
it is able to service. The Company anticipates working with the developmental
needs of Taiwan's semiconductor, precision machinery and telecommunication
industries to establish micro-component production, equipment and inspection
technology, and micro-system assembly and testing technology. The Company also
plans to integrate the design technologies of mechanical, optical, electronic,
magnetic, and micro systems to be applied in future products.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
This discussion and analysis of our financial condition and results of
operations are based on our financial statements that have been prepared under
accounting principles generally accepted in the United States of America. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires our management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could materially differ from those
20
estimates. We have disclosed all significant accounting policies in Note B to
the consolidated financial statements included in this Form 10-QSB.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Form 10-QSB.
The following discussion contains forward-looking statements. Our actual results
may differ significantly from those projected in the forward-looking statements.
Factors that may cause future results to differ materially from those projected
in the forward-looking statements include, but are not limited to, those
discussed in "Risk Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2006, and elsewhere in this Form 10-QSB.
The following table presents the consolidated results of the Company for the
three months ended March 31, 2007 and 2006. The discussion following the table
compares the results for the three months ended March 31, 2007 with those for
the three months ended March 31, 2006.
Three Months Ended
---------------------------------
March 31, March 31,
2007 2006
----------- -----------
Sales, net $ 2,003,958 $ 2,317,904
Cost of sales 1,768,921 2,047,335
----------- -----------
Gross profit 235,037 270,569
General and administrative expenses 177,411 515,347
----------- -----------
Income (loss) from operations 57,626 (244,778)
----------- -----------
Other (Income) Expense
Interest income (7,200) --
(Gain) loss of currency exchange 594 (242)
Other expenses 6,365 --
Interest expense 53,897 60,147
Minority interest 1,295 (5,352)
----------- -----------
Total Other (Income) Expense 54,951 54,553
----------- -----------
Income (loss) before income taxes 2,675 (299,331)
Provision for income taxes -- --
----------- -----------
Net income (loss) $ 2,675 $ (299,331)
=========== ===========
21
THREE MONTHS ENDED MARCH 31, 2007 AND MARCH 31, 2006
NET SALES. Net sales for the three months ended March 31, 2007 were $2,003,958
compared to $2,317,904 for the three months ended March 31, 2006. The decrease
in net sales was due to a general decrease in demand to existing and new
customers for our products.
COST OF SALES. Cost of sales for the three months ended March 31, 2007 was
$1,768,921, or 88.3% of net sales, as compared to $2,047,335 or 88.3% of net
sales, for the three months ended March 31, 2006. The decrease in cost of sales
was due to the decrease in sales.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses for the
three months ended March 31, 2007 were $177,411 or 8.85% of net sales, as
compared to $515,347 or 22.2% of net sales, for the three months ended March 31,
2006. The significant decrease in general and administrative expenses was due to
decreases in salaries, professional expenses, amortization and other expenses.
INCOME (LOSS) FROM OPERATIONS. Income (loss) from operations for the three
months ended March 31, 2007 was $57,626 as compared to $(244,778) for the three
months ended March 31, 2006. This change was primarily the result of the
significant descrease in general and administrative expenses described above
during the three months ended March 31, 2007.
OTHER (INCOME) EXPENSE. Other (income) expense for the three months ended March
31, 2007 was $54,951 as compared to $54,553 for the three months ended March 31,
2006. This slight change is primarily attributable to the decrease in interest
expenses in the quarter ended March 31, 2007, offset by an increase in other
expenses.
NET INCOME (LOSS). Net income (loss) for the three months ended March 31, 2007
was $2,675 as compared to income of $(299,331) for the three months ended March
31, 2006 primarily for the reasons described above.
The terms of the sale lease-back agreement referenced below required the Company
to transfer the piece of equipment to the lessor free of any liens or security
interests. Since the equipment sold and leased back had been previously pledged
to a Taiwan bank in connection with a line of credit, the Company is in default
of the lease-back agreement. If, as a result of the breach of this agreement,
the Company lost use of the equipment, such loss could materially affect the
Company's financial condition and results of operations in that the Company's
business could be disrupted until such time as the Company could replace the
equipment or secure other alternatives.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $46,481 at March 31, 2007 and $207,920 at
December 31, 2006. Our total current assets were $5,250,910 at March 31, 2007 as
compared to $3,900,467 at December 31, 2006. Our total current liabilities were
$6,636,072 at March 31, 2007 as compared to $5,277,569 at December 31, 2006. On
July 29, 2005 we collateralized a line of credit with the Arc Bond Sputtering
Machine which we later sold to a third party, in violation of the credit
agreement, and immediately leased back the equipment and assumed an obligation
from the lessor in the amount of $1,042,032. As a result of having sold
equipment to the lessor subject to a lien, we are currently in default of both
the line of credit, for having sold the pledged equipment, and the
sale-leaseback agreement. A total amount due under both agreements as a result
of the defaults is $1,046,787. Repayment of such amounts could materially affect
our liquidity position.
We had working capital at March 31, 2007 of $(1,385,162) compared with working
capital of $(1,377,102) at December 31, 2006. This decrease in working capital
was to due to an decrease in cash and cash equivalents and increase in accounts
payable. During the three months ended March 31, 2007, net cash used in
operations was $271,731. Net cash used in investing activities was $21,634 for
equipment purchases, and net cash provided by financing activities was $100,891,
which consisted of repayment of loans, partially offset by new borrowings. Net
change in cash and cash equivalents was $(2,439) for the first quarter of 2007.
CAPITAL EXPENDITURES. Total capital expenditures during the three months ended
March 31, 2007 was $9,536.
22
The Company believes that, so long as the amounts due under the credit line and
the sale lease back transactions can be deferred, its short-term financial needs
will be met by existing working capital for at least the next twelve months,
after which time we will need to obtain additional financing. We can make no
assurances that we will be able to obtain additional financing, or that if we do
obtain such financing, that the terms of such financing will be commercially
reasonable. If we obtain additional financing, the terms of such financing may
require us to sell our equity securities or enter into convertible debt
arrangements. The sale of additional equity or convertible debt could result in
additional dilution to our stockholders. The outcome of these uncertainties
cannot be assured.
We have suffered recurring losses from operations, cash deficiencies and the
inability to meet our maturing obligations without selling operating assets and
restructuring debts. These issues may raise substantial concern about our
ability to continue as a going concern. We may raise additional funding through
borrowings from financial institutions and defer the amounts due under the
credit line and sales lease back transaction. Management believes that actions
presently being taken to obtain additional funding provide the opportunity for
us to continue as a going concern.
CURRENCY EXCHANGE FLUCTUATIONS
As of March 31, 2007, the accounts of Nano Taiwan were maintained, and their
financial statements were expressed, in New Taiwan Dollars (NTD). Such financial
statements were translated into U.S. Dollars (USD) in accordance with Statement
of Financial Accounts Standards ("SFAS") No. 52, "Foreign Currency Translation",
with the NTD as the functional currency. According to the Statement, all assets
and liabilities were translated at the current exchange rate, stockholder's
equity is translated at the historical rates and income statement items are
translated at the weighted average exchange rate for the period. The resulting
translation adjustments are reported under cumulative foreign-exchange
translation adjustment in the stockholders' equity.
As of March 31, 2007 and December 31, 2006 the exchange rates between NTD and
the USD were NTD$1=USD$0.03022 and NTD$1=USD$0.03069, respectively. The
weighted-average rates of exchange between NTD and USD were NTD$1=USD$0.03037,
NTD$1=USD$0.03075, and NTD$1=USD$0.03098 for the period (year) ended March 31,
2007, December 31, 2006, and March 31, 2006, respectively. Total translation
adjustment recognized as of March 31, 2007 and December 31, 2006 is $141,582 and
$220,442, respectively.
23
ITEM 3. CONTROLS AND PROCEDURES
CONTROLS AND PROCEDURES
Our management has evaluated, with the participation of our principal executive
and financial officers, the effectiveness of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as of the end of the period covered by this report (the
"Evaluation Date"). Based on this evaluation, our principal executive and
financial officers have concluded, as of the Evaluation Date, that the Company's
disclosure controls and procedures were effective.
No change in the Company's internal control over financial reporting occurred
during the quarter ended March 31, 2007 that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
24
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit
Number Description
- ------ -----------
31.1 Certification of Chief Executive Officer pursuant to Rule
13A-14(a)/15D-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Principal Financial Officer pursuant to Rule
13A-14(a)/15D-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer and the Principal Financial
Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley
Act of 2002).
25
Signatures
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NANO SUPERLATTICE TECHNOLOGY, INC.
Dated: May 15, 2007 By: /s/ Alice Tzu-Shia Hwang
------------------------------------
Alice Tzu-Shia Hwang
President and Chairman of the Board
(Principal Executive Officer)
Dated: May 15, 2007 By: /s/ Chien-Fang Wang
------------------------------------
Chien-Fang Wang
Vice President
(Principal Financial Officer)
26
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
31.1 Certification of Chief Executive Officer pursuant to Rule
13A-14(a)/15D-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Principal Financial Officer pursuant to Rule
13A-14(a)/15D-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer and the Principal Financial
Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley
Act of 2002).