UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended June 30, 2009
Commission File Number: 000-53104
INFOSPI, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 51-0668045
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6968 La Jolla Blvd. Ste. 208
La Jolla, California 92037
(Address of principal executive offices, including zip code)
(858) 531-5723
(Registrant's telephone number, including area code)
Copies to:
Daniel C. Masters, Esq.
P. O. Box 66, La Jolla, CA 92037
(858) 459-1133
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company (as
defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer [ ] Non-accelerated filer [ ]
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 [ ]
There were 5,567,324 shares of the Registrant's Common Stock outstanding as of
June 30, 2009.
ITEM 1. FINANCIAL STATEMENTS.
The un-audited quarterly financial statements for the period ended June 30,
2009, prepared by the company, immediately follow.
2
INFOSPI, INC.
(A Development Stage Company)
BALANCE SHEETS
(unaudited)
As of As of
June 30, December 31,
2009 2008
------- -------
ASSETS
Assets
Cash $ -- $ --
Receivable from other 1,000 1,000
Software 567 567
------- -------
TOTAL ASSETS $ 1,567 1,567
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
TOTAL LIABILITIES $ -- $ --
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value:
75,000,000 shares authorized,
5,567,324 shares issued and outstanding
as of 6/30/2009 and 12/31/2008 5,567 5,567
Deficit (4,000) (4,000)
------- -------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) 1,567 1,567
------- -------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 1,567 $ 1,567
======= =======
See Notes to Financial Statements
3
INFOSPI, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(unaudited)
Inception
12-31-07
Six Months Ended Year Ended Through
6-30-2009 6-30-2008 12-31-2008 12-31-2007 6-30-09
--------- --------- ---------- ---------- -------
REVENUE $ -- $ -- $ -- $ -- $ --
----------- ----------- ----------- ----------- -----------
Total Revenue -- -- -- -- --
EXPENSES
Professional Expenses -- 2,750 3,425 225 3,650
General & Admin Exps -- -- 350 --
----------- ----------- ----------- ----------- -----------
Operating Expense -- 2,750 3,775 225 4,000
----------- ----------- ----------- ----------- -----------
OPERATING INCOME (LOSS) -- (2,750) (3,775) (225) (4,000)
OTHER INCOME (EXPENSE) -- -- -- -- --
Current Income Tax -- -- -- -- --
Income Tax Benefit -- -- -- -- --
----------- ----------- ----------- ----------- -----------
NET INCOME (LOSS) $ -- $ (2,750) $ (3,775) $ (225) $ (4,000)
=========== =========== =========== =========== ===========
Basic (Loss) per Share -- (0.0006) (0.0007) (0.0004)
----------- ----------- ----------- -----------
Weighted average number
of common shares
outstanding 5,567,324 4,743,148 5,142,666 567,324
Diluted (Loss) per Share
assuming all 5,000,000
Warrants were exercised -- (0.0003) (0.0004) --
Weighted number of shares
outstanding after exercise
Of 5,000,000 warrants 10,567,324 9,743,148 10,142,666 5,567,324
See Notes to Financial Statements
4
INFOSPI, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
June 30, 2009
(unaudited)
Accumulated
Common Stock Additional During the Total
--------------------- Paid-in Development Stockholders
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Common Stock Issued Per Court
Order Dec. 31, 2007 567,324 $ 567 $ 0 $ 0 $ 567
Net loss for year Ended
Dec. 31, 2007 (225) (225)
---------- ------- ------ -------- --------
Balance, Dec. 31, 2007 567,324 567 0 (225) 342
Common Stock Issued Per
Court Order Jan. 15, 2008 1,000,000 1,000 0 1,000
Common Stock Issued For
Cash Feb. 4, 2008 4,000,000 4,000 0 4,000
Net loss for year
Ended Dec. 31, 2008 (3,775) (3,775)
---------- ------- ------ -------- --------
Balance, Dec. 31, 2008 5,567,324 5,567 0 (4,000) 1,567
Common Stock Issued -- -- --
Net loss for period
Ended June 30, 2009 -- --
---------- ------- ------ -------- --------
Balance, Mar. 31, 2009 5,567,324 $ 5,567 $ 0 $ (4,000) $ 1,567
========== ======= ====== ======== ========
See Notes to Financial Statements
5
INFOSPI, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
June 30, 2009
(unaudited)
Inception
12-31-07
Six Months Ended Year Ended Through
6-30-2009 6-30-2008 12-31-2008 12-31-2007 6-30-09
--------- --------- ---------- ---------- -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ -- $ (2,750) $ (3,775) $ (225) $ (4,000)
-------- -------- -------- -------- --------
Adjustments to reconcile net income
(loss) to net cash (used in) operations -- (225) -- -- --
Changes in operating assets and liabilities
Increase (Decrease) in Receivable from Other -- (1,000) (1,000) -- (1,000)
-------- -------- -------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATIONS -- (3,975) (4,775) (225) (5,000)
-------- -------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY INVESTING ACTIVITIES -- -- -- -- --
Acquisition of software -- -- -- (567) (567)
-------- -------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issuance -- 5,000 5,000 567 5,567
-------- -------- -------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- 5,000 5,000 567 5,567
-------- -------- -------- -------- --------
NET INCREASE (DECREASE) -- 1,025 -- -- --
-------- -------- -------- -------- --------
CASH BEGINNING OF PERIOD -- -- -- -- --
-------- -------- -------- -------- --------
CASH END OF PERIOD $ -- $ 1,025 $ -- $ -- $ --
======== ======== ======== ======== ========
Supplemental Disclosures of Cash Flow Information
Interest paid $ -- $ -- $ -- $ --
-------- -------- -------- --------
Income taxes paid $ -- $ -- $ -- $ --
-------- -------- -------- --------
See Notes to Financial Statements
6
INFOSPI, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2009
NOTE 1. NATURE AND BACKGROUND OF BUSINESS
InfoSpi, Inc. ("the Company" or "the Issuer") was organized under the laws of
the State of Nevada on December 31, 2007. The Company was established as part of
the implementation of the Chapter 11 plan of reorganization of Arrin Systems,
Inc. ("Arrin"). Arrin filed for Chapter 11 Bankruptcy in April 2007 in the U.S.
Bankruptcy Court for the Southern District of California. Arrin's plan of
reorganization was confirmed by the Court on December 12, 2007 and became
effective on December 30, 2007. The plan of reorganization provided for the
establishment of the Issuer and the sale to the Issuer of Arrin's proprietary
software (used in the employee background screening industry) in exchange for
567,324 shares of InfoSpi's common stock which were distributed to Arrin's
general unsecured creditors. The Company has been in the development stage since
its formation and has not yet realized any revenues from its planned operations.
Management believes the Company lacks the resources to effectively market its
services on its own and is therefore engaged in a search for a merger or
acquisition partner with the resources to either develop this business or enter
another line of business which will bring value to the Issuer's shareholders.
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 December 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.
Basic net loss per share amounts are computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are computed by dividing the net loss by the weighted average number of common
shares potentially outstanding, assuming that all outstanding warrants, options,
etc. were exercised. The Company has warrants outstanding which are exercisable
for a total of 5,000,000 common shares.
c. ESTIMATES
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.
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INFOSPI, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2009
d. CASH and CASH EQUIVALENT
For the Balance Sheet and Statements of Cash Flows, all highly liquid
investments with maturity of three months or less are considered to be cash
equivalents.
e. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill represents the excess of the cost of businesses acquired over the fair
value of the identifiable net assets at the date of acquisition. Goodwill and
intangible assets acquired in a purchase or business combination and determined
to have indefinite useful lives are not amortized, but instead are evaluated for
impairment annually and if events or changes in circumstances indicate, the
carrying amount may be impaired per Statement of Financial Accounting Standards,
No.142 ("SFAS 142"), "Goodwill and Other Intangible Assets". An impairment loss
would generally be recognized when the carrying amount of the reporting unit's
net assets exceeds the estimated fair value of the reporting unit. The estimated
fair value is determined using a discounted cash flow analysis. SFAS 142 also
requires that intangible assets with estimable useful lives be amortized over
their respective estimated useful lives to their estimated residual values, and
reviewed for impairment in accordance with SFAS No. 144, "Accounting for
Impairment or Disposal of Long-Lived Assets".
f. REVENUE RECOGNITION
The Company recognizes revenues and the related costs when persuasive evidence
of an arrangement exists, delivery and acceptance has occurred or service has
been rendered, the price is fixed or determinable, and collection of the
resulting receivable is reasonably assured. Amounts invoiced or collected in
advance of product delivery or providing services are recorded as deferred
revenue. The Company accrues for warranty costs, sales returns, bad debts, and
other allowances based on its historical experience.
g. STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting
for Stock-Based Compensation", provides for the use of a fair value based method
of accounting for stock-based compensation. However, SFAS 123 allows the
measurement of compensation cost for stock options granted to employees using
the intrinsic value method of accounting prescribed by Accounting Principles
Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees",
which only requires charges to compensation expense for the excess, if any, of
the fair value of the underlying stock at the date a stock option is granted (or
at an appropriate subsequent measurement date) over the amount the employee must
pay to acquire the stock. The Company has elected to account for employee stock
options using the intrinsic value method under APB 25. By making that election,
the Company is required by SFAS 123 to provide pro forma disclosures of net loss
as if a fair value based method of accounting had been applied.
h. INCOME TAXES
Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES." A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax basis. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
8
INFOSPI, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2009
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 effect of
changes in tax laws and rates on the date of enactment.
i. IMPACT OF NEW ACCOUNTING STANDARDS
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position, or cash flow.
NOTE 3. GOING CONCERN
The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have significant cash or
other material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and allow it to continue as a going
concern. The officers and directors have committed to advancing certain
operating costs of the company.
Management plans to seek a merger or acquisition target with adequate funds to
support operations. Management has yet to identify a merger or acquisition
target, and there is no guarantee that the Company will be able to identify such
a target business in the future.
NOTE 4. STOCKHOLDERS' EQUITY - COMMON STOCK
The authorized common stock of the Company consists of 75,000,000 shares with
$0.001 par value. No other class of stock is authorized. As of June 30, 2009,
there were a total of 5,567,324 common shares issued and outstanding.
The Company's first and second stock issuances took place pursuant to the Plan
of Reorganization confirmed by the Bankruptcy Court: On December 12, 2007, the
Court ordered the distribution of shares in InfoSpi, Inc. to all general
unsecured creditors of Arrin Systems, Inc. ("Arrin"), with these creditors to
receive one share in InfoSpi for each $2.94 of Arrin's debt which they held.
These creditors received an aggregate of 567,324 shares in the Company on
December 31, 2008.
The Court also ordered the distribution of shares and warrants in InfoSpi, Inc.
to all administrative creditors of Arrin, with these creditors to receive one
share and five warrants in InfoSpi for each $0.10 of Arrin's administrative debt
which they held. On January 15, 2008, these creditors received an aggregate of
1,000,000 common shares in the Company and 5,000,000 warrants consisting of
1,000,000 "A Warrants" each convertible into one share of common stock at an
exercise price of $1.00; 1,000,000 "B Warrants" each convertible into one share
of common stock at an exercise price of $2.00; 1,000,000 "C Warrants" each
convertible into one share of common stock at an exercise price of $3.00;
1,000,000 "D Warrants" each convertible into one share of common stock at an
exercise price of $4.00; and 1,000,000 "E Warrants" each convertible into one
share of common stock at an exercise price of $5.00.
On February 4, 2008 the Company issued a total of 4,000,000 shares of common
stock to an Officer and Director in exchange for $4,000 in cash to be used as
operating capital for the Company. The shares were issued at a price of $0.001
per share which is their par value.
9
INFOSPI, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2009
As a result of these issuances there were a total 5,567,324 common shares issued
and outstanding, and a total of 5,000,000 warrants issued and outstanding, at
the end of the Second quarter, June 30, 2009.
NOTE 5. INCOME TAXES
The Company had no business activity and made no U.S. federal income tax
provision for the period ended June 30, 2009.
NOTE 6. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An officer of
the corporation provides office services without charge. Such costs are
immaterial to the financial statements and accordingly, have not been reflected
therein. The officers and directors for the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interest. The Company has not formulated a policy for the resolution of
such conflicts.
NOTE 7. WARRANTS AND OPTIONS
There were 5,000,000 warrants outstanding, each to acquire one share of common
stock of the Company, as at June 30, 2009. These warrants are more fully
described above in Note 4: Stockholders' Equity.
NOTE 8. COMMITMENT AND CONTINGENCY
There is no commitment or contingency to disclose during the period ended June
30, 2009, other than the warrants described above.
NOTE 9. SUBSEQUENT EVENTS
There are no subsequent events to disclose.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS.
The discussion contained herein contains "forward-looking statements" that
involve risk and uncertainties. These statements may be identified by the use of
terminology such as "believes," "expects," "may," "should" or anticipates" or
expressing this terminology negatively or similar expressions or by discussions
of strategy. The cautionary statements made in this Form 10Q should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10Q. Our actual results could differ materially from those
discussed in this report.
COMPANY HISTORY AND PLAN OF OPERATION.
InfoSpi, Inc. ("the Company" or "the Issuer") was organized under the laws
of the State of Nevada on December 31, 2007 as part of the implementation of the
Chapter 11 plan of reorganization of Arrin Systems, Inc. ("ASI"). ASI filed for
Chapter 11 Bankruptcy in April 2007 in the U.S. Bankruptcy Court for the
Southern District of California. ASI's plan of reorganization was confirmed by
the Court on December 12, 2007 and became effective on December 30, 2007. The
plan of reorganization provided for the establishment of the Issuer and the sale
to the Issuer of ASI's proprietary software, which it had developed for use in
its employee screening business, in exchange for 567,324 shares of the Issuer's
common stock which were distributed to the general unsecured creditors of ASI.
Also pursuant to the plan, as confirmed by the Bankruptcy Court, 1,000,000
shares and 5,000,000 warrants were issued to ASI's administrative creditors.
The ASI screening software and a receivable of $1,000 are the Company's
only assets. Additional web site development and sales and marketing of the
software for the background screening industry can be a costly process.
Management has concluded that the Company does not have the resources to compete
in this market.
Therefore, as of the date hereof, the Company can be defined as a "shell"
company, an entity which is generally described as having no or nominal
operations and with no or nominal assets. As a shell company, our purpose at
this time, described more fully below, is to negotiate and consummate a
licensing agreement or a merger or an acquisition with a larger entity which
will bring greater value to our shareholders. We hope to consummate this
business combination with an entity engaged in a related business and thus
capable of utilizing the software currently owned by the Company, however we
will not limit our search for a business combination target to only businesses
intending to engage in this business. Our primary goal is to find a business
combination partner which will bring greater value to our shares and our
shareholders.
LIQUIDITY AND CAPITAL RESOURCES.
The Company has no current operations and does not have any revenues or
earnings from operations. The Company has no significant assets or financial
resources. As of June 30, 2009, we had assets of $1,567 consisting of our
software (valued at $567) and a receivable (valued at $1,000). As of June 30,
2008 we had assets of $2,592 consisting of our web software (valued at $567), a
receivable (valued at $1,000), and cash of $1,025. At both June 30, 2009 and
June 30, 2008 we had no liabilities. As of December 31, 2008, the end of our
first fiscal year, our assets totaled $1,567, the same as they were at June 30,
2009, and we had no liabilities, also the same as at June 30, 2009. We will, in
all likelihood, sustain operating expenses without corresponding revenues, at
least until the closing of a merger with or acquisition of an operating
business.
We are dependent upon our officers to meet any DE MINIMIS costs that may
occur. Our two officers and directors have agreed to provide the necessary
funds, without interest, for the Company to comply with the Securities Exchange
11
Act of 1934, as amended, provided that they are officers and directors of the
Company when the obligation is incurred. All advances are interest-free.
RESULTS OF OPERATIONS.
The Company is still in its development stage and has no revenues to date.
It did not incur any operating expenses during the six month period ended June
30, 2009. Its only activity during this period was the search for a merger or
acquisition partner conducted by its officers. The search was conducted through
occasional meetings and phone calls which did not involve any expense to the
Company. We had a loss for the quarter ended June 30, 2008 of $2,750 and a loss
for the year ended December 31, 2008 of $4,000, and we have the prospect of
continued losses unless we complete a merger or acquisition with a profitable
entity, of which there can be no assurance.
GOING CONCERN.
The accompanying financial statements are presented on a going concern
basis. The company's financial condition raises substantial doubt about the
Company's ability to continue as a going concern. The Company does not have
significant cash or other material assets and it is relying on advances from
stockholders, officers and directors to meet its limited operating expenses.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management team, under the supervision and with the participation of
our principal executive officer and our principal financial officer, evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under the
Exchange Act, as of the last day of the fiscal period covered by this report,
June 30, 2009. The term disclosure controls and procedures means our controls
and other procedures that are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is accumulated and communicated to management, including our
principal executive and principal financial officer, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure. Based on this evaluation, our principal executive officer and our
principal financial officer concluded that, as of June 30, 2009, our disclosure
controls and procedures were effective at a reasonable assurance level.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting
during the fiscal quarter ended June 30, 2009 that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
12
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 1A- RISK FACTORS
There have been no material changes to the risks of our business from those
stated in our Form 10-K for the year ended December 31, 2008.
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
No. Description
- --- -----------
31.1 Certification of Chief Executive Officer required by Rule 13a-14(a) or
Rule 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 Chief Financial Officer required by Rule 13a-14(a) or
Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: July 22, 2009 INFOSPI, INC.
By: /s/ Harold Hartley
---------------------------------
Harold Hartley
President and Director
By: /s/ William R. Willard
---------------------------------
William R. Willard
Secretary, Treasurer and Director
13