UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2008
Commission file number 333-136247
DOMAR EXOTIC FURNISHINGS INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
1624 Tioga Trail
Winter Park, FL 32789
(Address of principal executive offices, including zip code.)
(407)650-2723
(Telephone number, including area code)
Joseph I. Emas
1224 Washington Avenue
Miami Beach, FL 33139
Phone: (305)531-1174 Fax: (305)531-1274
(Name, address and telephone number of agent for service)
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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 2,000,000 shares as of February 29,
2008
ITEM 1. FINANCIAL STATEMENTS
CHANG G. PARK, CPA, PH. D.
* 371 E STREET * CHULA VISTA * CALIFORNIA
91910-2615* * TELEPHONE (858) 722-5953 * FAX (858)
761-0341 * FAX (858) 764-5480
* E-MAIL changgpark@gmail.com *
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
DoMar Exotic Furnishings Inc.
(A Development Stage Company)
We have reviewed the accompanying balance sheet of DoMar Exotic Furnishings Inc.
(A Development Stage "Company") as of February 29, 2008, and the related
statements of operation, changes in stockholders' equity (deficit), and cash
flows for the nine months ended February 29, 2008 and for the period from March
30, 2006 (inception) through February 29, 2008. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with the standards of the Public Company Accounting Oversight Board, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. Because of the Company's current
status and limited operations there is substantial doubt about its ability to
continue as a going concern. Management's plans in regard to its current status
are also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Chang G. Park
- ----------------------------
Chang G. Park, CPA
Chula Vista, CA 91910
March 9, 2008
Member of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board
2
DOMAR EXOTIC FURNISHINGS INC.
(A Development Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
As of As of
February 29, May 31,
2008 2007
-------- --------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 31,742 $ 40,672
Prepaid Expense -- 1,200
Inventory 1,381 1,232
-------- --------
TOTAL CURRENT ASSETS 33,123 43,104
FIXED ASSETS
Office Equipment 251 296
-------- --------
TOTAL FIXED ASSETS 251 296
-------- --------
$ 33,374 $ 43,400
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable -- --
Due a Director 300 1,200
-------- --------
TOTAL CURRENT LIABILITIES 300 1,200
-------- --------
TOTAL LIABILITIES 300 1,200
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 2,000,000 shares issued and
outstanding as of February 29, 2008 and May 31, 2007) 2,000 2,000
Additional paid-in capital 53,000 53,000
Deficit accumulated during development stage (21,926) (12,800)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 33,074 42,200
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 33,374 $ 43,400
======== ========
See Notes to Financial Statements
3
DOMAR EXOTIC FURNISHINGS INC.
(A Development Stage Company)
Statements of Operations (Unaudited)
- --------------------------------------------------------------------------------
March 30, 2006
Nine Months Nine Months Three Months Three Months (inception)
Ended Ended Ended Ended through
February 29, February 28, February 29, February 28, February 29,
2008 2007 2008 2007 2008
---------- ---------- ---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- -- -- -- --
OPERATING COSTS
Professional Fees 6,125 5,900 1,625 3,900 13,525
Administrative Expenses 3,001 3,628 965 915 8,401
---------- ---------- ---------- ---------- ----------
TOTAL OPERATING COSTS 9,126 9,528 2,590 4,815 21,926
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (9,126) $ (9,528) $ (2,590) $ (4,815) $ (21,926)
========== ========== ========== ========== ==========
BASIC EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.01) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,000,000 1,000,000 2,000,000 1,000,000
========== ========== ========== ==========
See Notes to Financial Statements
4
DOMAR EXOTIC FURNISHINGS INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Unaudited)
From March 30, 2006 (Inception) through February 29, 2008
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Development
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, MARCH 30, 2006 -- $ -- $ -- $ -- $ --
Stock issued for cash on
March 30, 2006 @ $0.005
per share 1,000,000 1,000 4,000 5,000
Net loss, May 31, 2006 (340) (340)
---------- ------- -------- --------- --------
BALANCE, MAY 31, 2006 1,000,000 1,000 4,000 (340) 4,660
========== ======= ======== ========= ========
Stock issued for cash on
March 9, 2007 @ $0.05
per share 1,000,000 1,000 49,000 50,000
Net loss, May 31, 2007 (12,460) (12,460)
---------- ------- -------- --------- --------
BALANCE, MAY 31, 2007 2,000,000 2,000 53,000 (12,800) 42,200
========== ======= ======== ========= ========
Net loss, February 29, 2008 (9,126) (9,126)
---------- ------- -------- --------- --------
BALANCE, FEBRUARY 29, 2008 2,000,000 $ 2,000 $ 53,000 $ (21,926) $ 33,074
========== ======= ======== ========= ========
See Notes to Financial Statements
5
DOMAR EXOTIC FURNISHINGS INC.
(A Development Stage Company)
Statements of Cash Flows (Unaudited)
- --------------------------------------------------------------------------------
March 30, 2006
Nine Months Nine Months (inception)
Ended Ended through
February 29, February 28, February 29,
2008 2007 2008
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (9,126) $ (9,528) $(21,926)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation expense 45 -- 50
Changes in operating assets and liabilities:
(Increase) decrease in Prepaid Expenses 1,200 -- --
(Increase) decrease in Inventory (149) -- (1,381)
Increase (decrease) in Accounts Payable -- 2,860 --
Increase (decrease) in Stock Subscriptions Received -- 5,100 --
Increase (decrease) in Due a Director (900) 5,400 300
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (8,930) 3,832 (22,957)
CASH FLOWS FROM INVESTING ACTIVITIES
Office Equipment -- -- (301)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- (301)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- -- 2,000
Additional paid-in capital -- -- 53,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 55,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (8,930) 3,832 31,742
CASH AT BEGINNING OF PERIOD 40,672 5,000 --
-------- -------- --------
CASH AT END OF PERIOD $ 31,742 $ 8,832 $ 31,742
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
6
DOMAR EXOTIC FURNISHINGS INC.
(A Development Stage Company)
Notes to Financial Statements
February 29, 2008 (Unaudited)
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
DoMar Exotic Furnishings Inc. (A Development Stage "Company") was incorporated
under the laws of the State of Nevada on March 30, 2006. The Company was formed
to engage in the acquisition and refinishing of aged furniture using exotic
materials and then reselling it through interior decorators, high-end
consignment shops and online sales.
The Company is in the development stage. Its activities to date have been
limited to capital formation, organization and development of its business plan
and limited operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a May 31, year-end.
B. BASIC EARNINGS PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective March 30, 2006 (inception).
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
D. INVENTORY
Inventories are stated at the lower of cost or market with cost determined using
the first in first out.
7
DOMAR EXOTIC FURNISHINGS INC.
(A Development Stage Company)
Notes to Financial Statements
February 29, 2008 (Unaudited)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity 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.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.
F. INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
NOTE 3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had no operations during the period from March 30, 2006 (inception)
to February 29, 2008 and generated a net loss of $21,926. This condition raises
substantial doubt about the Company's ability to continue as a going concern.
Because the Company is currently in the development stage and has minimal
expenses, management believes that the company's current cash of $31,742 is
sufficient to cover the expenses they will incur during the next twelve months
in a limited operations scenario or until they raise additional funding.
NOTE 4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common.
8
DOMAR EXOTIC FURNISHINGS INC.
(A Development Stage Company)
Notes to Financial Statements
February 29, 2008 (Unaudited)
NOTE 5. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. Beginning
June 1, 2006 the Company has paid a director $100 per month for use of office
space and services. All officers and directors of the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities as they become available.
Thus they may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 6. INCOME TAXES
As of February 29, 2008
-----------------------
Deferred tax assets:
Net operating tax carryforwards $ 7,455
Other 0
-------
Gross deferred tax assets 7,455
Valuation allowance (7,455)
-------
Net deferred tax assets $ 0
=======
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE 7. NET OPERATING LOSSES
As of February 29, 2008, the Company has a net operating loss carryforwards of
approximately $21,926. Net operating loss carryforward expires twenty years from
the date the loss was incurred.
NOTE 8. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.
9
DOMAR EXOTIC FURNISHINGS INC.
(A Development Stage Company)
Notes to Financial Statements
February 29, 2008 (Unaudited)
NOTE 8. STOCK TRANSACTIONS (CONTINUED)
On March 30, 2006 the Company issued a total of 1,000,000 shares of common stock
to two directors for cash at $0.005 per share for a total of $5,000.
On March 9, 2007 the Company issued a total of 1,000,000 shares of common stock
to 27 unrelated third parties for cash at $0.05 per share for a total of
$50,000.
As of February 29, 2008 the Company had 2,000,000 shares of common stock issued
and outstanding.
NOTE 9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following class of
capital stock as of February 29, 2008:
* Common stock, $ 0.001 par value: 75,000,000 shares authorized;
2,000,000 shares issued and outstanding.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-Q 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-Q, 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.
All written forward-looking statements made in connection with this Form 10-Q
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.
The safe harbours of forward-looking statements provided by the Securities
Litigation Reform Act of 1995 are unavailable to issuers not subject to the
reporting requirements set forth under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended. As we have not registered our securities
pursuant to Section 12 of the Exchange Act, such safe harbours set forth under
the Reform Act are unavailable to us.
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenue to date.
We incurred operating expenses of $9,126 and $9,528 for the three-month periods
ended February 29, 2008 and February 28, 2007, respectively. These expenses
consisted of general and administrative expenses.
At February 29, 2008, we had cash on hand of $31,742. At the same date, our
total assets were $33,374 and our liabilities were $300 consisting of a loan
from our president.
Cash provided by financing activities from inception through February 29, 2008
was $55,000, $5,000 resulting from the sale of our common stock to our directors
Maureen Doyle Sieck and Scott Sieck, who each purchased 500,000 shares of our
Common Stock at $0.005 per share on March 30, 2006 and $50,000 raised pursuant
to our offering of 1,000,000 registered shares pursuant to our SB-2 Registration
Statement filed with the SEC under file number 333-136247 which became effective
on September 25, 2006. The offering was completed and closed on March 9, 2007.
11
The following table provides selected financial data about our company for the
period from the date of incorporation through February 29, 2008.
Balance Sheet Data: 2/29/08
------------------- -------
Cash $31,742
Total assets $33,374
Total liabilities $ 300
Shareholders' equity $33,074
Our auditors have expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.
LIQUIDITY AND CAPITAL RESOURCES
We currently have $31,742 cash in the bank and total assets of $33,374.
Management believes that the current cash is sufficient to cover the expenses we
will incur during the next twelve months. We currently have no plans to hire
additional employees in the next twelve months unless sales are sufficient to
cover the cost.
PLAN OF OPERATION
MILESTONES FOR BUSINESS OPERATIONS
The criteria for the future milestones are based on management's estimates only.
The number of pieces we plan to have for our inventory and the other projected
milestones are approximations only and subject to adjustment based on costs and
needs.
COMPLETED MILESTONES
SEPTEMBER - DECEMBER 2006:
We conducted further research into the specialty hides and furniture making
production. Maureen Sieck, one of our directors, conducted competitive market
research, by visiting trade shows, specialty furniture stores and internet
research. Furniture craftsman re-upholsterer was secured for all work to be
performed. We registered the domain name www.DomarExotic.com for our corporate
website which will be used for future marketing purposes. Web traffic
advertising techniques were established for budgetary purposes. Product
photographs for our corporate website were secured. Preliminary designs and
printing quotes were explored for marketing brochures. Management commenced
seeking funding commitments.
JANUARY - JUNE 2007:
We committed to the purchase of two unique furniture frames, deemed appropriate
for rework and upholstery. Primary vendors for the purchase of superior hides
were contacted and relations formed. Maureen Sieck expanded our local exposure
by sending brochures to specialty home and furniture retailers in our target
markets. SB-2 funding was closed on March 9, 2007. The first order of quality
hides was placed on March 19th, delivery expected in 5-10 business days.
12
We toured through the mid-Atlantic states to secure new pieces for our inventory
and network potential outlets for finished products. Follow-up communication
with new and existing customer base was done via e-mail and/or phone.
JULY - NOVEMBER 2007:
We continued attempts for expansion of wholesale outlets for the custom pieces
in Canada and the U.S. through direct marketing and consignment. A follow up
trip thru the Atlantic states in late August was conducted to re-enforce and
build our product capabilities and name recognition was conducted. Solid
relations for future frames and distribution were established.
DECEMBER 2007 - FEBRUARY 2008
We conducted further research into the specialty hides and furniture making
production. Continued competitive market research, by visiting trade shows,
specialty furniture stores. Furniture craftsman re-upholsterer was secured for
all work to be performed. Web traffic advertising techniques were established
and web advertising accounts were established with Adsonar, Pulse360 and
Industry Brains. Management continues to seek additional funding commitments.
FUTURE MILESTONES
Previous order commitments have weakened, due in part to general overall market
conditions and credit restrictions. Management is seeking inventory credit lines
to provide floor planned finance capabilities for its committed vendors. The
company is seeking a domestic supply of quality hides due in part to the
declining exchange rate of the US dollar. Raw inventory costs have risen by 30%
in the past 6 months,
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 4. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.
13
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-136247, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Certification pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934
31.2 Certification pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
14
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on April xx, 2008.
DoMar Exotic Furnishings Inc., Registrant
April 1, 2008 By: /s/ Maureen Doyle Sieck
----------------------------------------
Maureen Doyle Sieck, Director, President
and Principal Executive Officer
April 1, 2008 By: /s/ Scott Sieck
----------------------------------------
Scott Sieck, Director, Treasurer,
Chief Financial Officer and Principal
Accounting Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
DoMar Exotic Furnishings Inc., Registrant
April 1, 2008 By: /s/ Maureen Doyle Sieck
----------------------------------------
Maureen Doyle Sieck, Director, President
and Principal Executive Officer
April 1, 2008 By: /s/ Scott Sieck
----------------------------------------
Scott Sieck, Director, Treasurer,
Chief Financial Officer and Principal
Accounting Officer
15