U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2016
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission File No. 333-199478
AMBER GROUP INC.
(Exact name of registrant as specified in its charter)
Nevada 7200 EIN 61-1744532
(State of other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation) Classification Code Number) Identification Number)
3773 HOWARD HUGHES PARKWAY
500S LAS VEGAS NV 89169
(702)-430-6931
(Address and telephone number of principal executive offices)
Indicate by checkmark whether the issuer: (1) has 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 past 90
days. Yes [X] No[ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the
Preceding Five Years.
N/A
Indicate by checkmark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
Yes[ ] No [X]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most practicable date:
Class Outstanding as of June 30, 2016
----- -------------------------------
Common Stock: $0.001 5,005,000
PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 3
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
Item 4. Controls and Procedures 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Mine Safety Disclosures 12
Item 5. Other Information 12
Item 6. Exhibits 13
Signatures 13
2
AMBER GROUP INC.
Condensed Balance Sheets as of June 30, 2016 (unaudited) and
September 30, 2015 (audited)
June 30, 2016 September 30, 2015
------------- ------------------
(unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 2,338 $ 427
-------- --------
Undeposited Funds -- 0
-------- --------
Total Current Assets 2,338 427
-------- --------
Total Assets $ 2,338 $ 427
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accrued expenses $ 692 $ 0
Loan from director 5,338 5,337
-------- --------
Total Liabilities 6,029 5,337
-------- --------
Stockholders' Equity
Common stock, par value $0.001; 75,000,000 shares authorized,
5,005,000 and 4,000,000 shares issued and outstanding respectively; 5,005 4,000
Additional paid in capital 19,095 0
Deficit accumulated during the development stage (27,792) (8,910)
-------- --------
Total Stockholders' Equity (Deficit) (3,692) (4,910)
-------- --------
Total Liabilities and Stockholders' Equity $ 2,338 $ 427
======== ========
See accompanying notes to condensed unaudited financial statements.
3
AMBER GROUP INC.
Condensed Statements of Operations for the periods
three and nine months ending June 30, 2016 and 2015
(unaudited)
Three months Three months Nine months Nine months
ended ended ended ended
June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015
------------- ------------- ------------- -------------
REVENUES $ 1,000 $ 0 $ 1,000 $ 0
---------- ---------- ---------- ----------
OPERATING EXPENSES
Professional Fees 10,169 2,200 18,598 3,700
Bank Service Charges 469 123 1,245 353
General and Administrative Expenses 40 0 40 0
---------- ---------- ---------- ----------
TOTAL OPERATING EXPENSES 10,648 2,323 19,881 4,053
---------- ---------- ---------- ----------
NET LOSS FROM OPERATIONS (9,678) (2,323) (18,881) (4,053)
PROVISION FOR INCOME TAXES 0 0 0 0
---------- ---------- ---------- ----------
NET LOSS $ (9,678) $ (2,323) $ (18,881) $ (4,053)
========== ========== ========== ==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 5,005,000 4,000,000 4,828,633 4,000,000
========== ========== ========== ==========
See accompanying notes to condensed unaudited financial statements.
4
AMBER GROUP INC.
Condensed Statement of Cash Flows for the period
nine months ending June 30, 2016 and 2015
(unaudited)
Nine months to Nine months to
June 30, 2016 June 30, 2015
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $(18,881) $ (4,053)
Changes in assets and liabilities:
Increase (decrease) in accrued expenses 692 0
Prepaid Expenses 0 (420)
-------- --------
CASH FLOWS USED IN OPERATING ACTIVITIES (18,160) (4,473)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 1,005 --
Additional Paid in Capital 19,095 --
Loans from director 1 5,012
-------- --------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 20,100 5,012
-------- --------
NET INCREASE IN CASH 1,911 539
Cash, beginning of period 427 --
-------- --------
CASH, END OF PERIOD $ 2,338 $ 539
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0 $ 0
======== ========
Income taxes paid $ 0 $ 0
======== ========
See accompanying notes to condensed unaudited financial statements.
5
AMBER GROUP INC.
Notes to the Condensed Financial Statements
June 30, 2016
(unaudited)
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
AMBER GROUP INC. was incorporated under the laws of the State of Nevada on July
10, 2014. Our address is 3773 HOWARD HUGHES PARKWAY 500S LAS VEGAS NV 89169. We
are a development stage company that is in the business of offering local guided
tours via our web platform.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined by section 915-10-20 of
the FASB Accounting Standards Codification. The Company is devoting
substantially all of its efforts on establishing the business and its planned
principal operations have not commenced. All losses accumulated since inception
has been considered as part of the Company's development stage activities.
The Company has elected to adopt early application of Accounting Standards
Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of
Certain Financial Reporting Requirements. Upon adoption, the Company no longer
presents or discloses inception-to-date information and other remaining
disclosure requirements of Topic 915.
INTERIM FINANCIAL STATEMENTS
The interim financial statements are condensed and should be read in conjunction
with the company's latest annual financial statements and it is management's
opinion that all adjustments necessary for a fair presentation for the interim
periods have been made, and that all adjustments are of a normal recurring
nature that there were no adjustments other than normal recurring adjustments.
BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of June 30,
2016. The Company currently has limited working capital, and has not completed
its efforts to establish a stabilized source of revenues sufficient to cover
operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
6
ACCOUNTING BASIS
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a September 30 fiscal year end.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $2,338 of cash
as of June 30, 2016 and $427 as of September 30, 2015.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
INCOME TAXES
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
USE OF 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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
REVENUE RECOGNITION
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
STOCK-BASED COMPENSATION
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
BASIC INCOME (LOSS) PER SHARE
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of June 30, 2016.
COMPREHENSIVE INCOME
The Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When applicable,
the Company would disclose this information on its Statement of Stockholders'
Equity. Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners. The Company has not had any
significant transactions that are required to be reported in other comprehensive
income.
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RECENT ACCOUNTING PRONOUNCEMENTS
In June 2014, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 2014-10, "Development Stage Entities". The
amendments in this update remove the definition of a development stage entity
from the Master Glossary of the ASC thereby removing the financial reporting
distinction between development stage entities and other reporting entities from
U.S. GAAP. In addition, the amendments eliminate the requirements for
development stage entities to (1) present inception-to-date information in the
statements of income, cash flows, and shareholder equity, (2) label the
financial statements as those of a development stage entity, (3) disclose a
description of the development stage activities in which the entity is engaged,
and (4) disclose in the first year in which the entity is no longer a
development stage entity that in prior years it had been in the development
stage. The amendments in this update are applied retrospectively. The adoption
of ASU 2014-10 removed the development stage entity financial reporting
requirements for the Company.
NOTE 3 - LOANS FROM DIRECTOR
As of June 30, 2016, director loaned $5,338 for Company's business expenses. The
loan is unsecured, non-interest bearing and due on demand.
The balance due to the director was $5,338 as of June 30, 2016 and $5,337 as of
September 30, 2015.
NOTE 4 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
September 29, 2014, the Company issued 4,000,000 shares of common stock for cash
proceeds of $4,000 at $0.001 per share.
As of December 31, 2015, the Company issued 682,500 shares of common stock for
cash proceeds of $13,650 at $0.02 per share.
As of June 30, 2016, the Company issued 322,500 shares of common stock for cash
proceeds of 6,450 at $0.02 per share.
There were 5,005,000 shares of common stock issued and outstanding as of June
30, 2016.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
NOTE 6 - INCOME TAXES
As of June 30, 2016, the Company had net operating loss carry forwards of
approximately $27,792 that may be available to reduce future years' taxable
income in varying amounts through 2031. Future tax benefits which may arise as a
result of these losses have not been recognized in these financial statements,
as their realization is determined not likely to occur and accordingly, the
Company has recorded a valuation allowance for the deferred tax asset relating
to these tax loss carry-forwards.
8
The provision for Federal income tax consists of the following:
September 30, 2015 June 30, 2016
------------------ -------------
Federal income tax benefit attributable to:
Current Operations $ 1,560 $ 6,420
Less: valuation allowance (1,560) (6,420)
-------- --------
Net provision for Federal income taxes $ 0 $ 0
======== ========
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
September 30, 2015 June 30, 2016
------------------ -------------
Deferred tax asset attributable to:
Net operating loss carryover $ 3,029 $ 9,439
Less: valuation allowance (3,029) (9,439)
-------- --------
Net deferred tax asset $ 0 $ 0
======== ========
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $27,792 for Federal income tax
reporting purposes are subject to annual limitations. Should a change in
ownership occur net operating loss carry forwards may be limited as to use in
future years.
NOTE 7 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to June 30, 2016 to the date these financial statements were issued,
and has determined that it does not have any material subsequent events to
disclose in these financial statements.
9
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, we have no employees other than our officer and director. We
presently do not have pension, health, annuity, insurance, stock options, profit
sharing or similar benefit plans; however, we may adopt such plans in the
future. There are presently no personal benefits available to any officers,
directors or employees.
RESULTS OF OPERATION
Our financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.
THREE AND NINE MONTHS PERIODS ENDED JUNE 30, 2016 AND 2015
Our net loss for the three months periods ended June 30, 2016 and 2015 were
$9,678 and $2,323. Our net loss for the nine months periods ended June 30, 2016
and 2015 were $18,881 and $4,053. During the three months ending June 30, 2016
we generated $1,000 in income; during the three months ended June 30, 2015 we
have not generated any revenue and during nine months periods ended June 30,
2016 we generated $1,000 in income and during nine months periods ended June 30,
2015 we have not generated any revenue.
During the three and nine months periods ended June 30, 2016 and 2015, our
operating expenses were bank service charge and professional fees. The weighted
average number of shares outstanding were 5,005,000 and 4,000,000 for the three
months ended June 30, 2016 and 2015 and 4,828,633 and 4,000,000 for the nine
months ended June 30, 2016 and 2015.
LIQUIDITY AND CAPITAL RESOURCES
THREE MONTHS PERIOD ENDED JUNE 30, 2016
As at June 30, 2016, our total assets were $2,338 compared to $427 in total
assets at September 30, 2015. Total assets were comprised of cash and
equivalents. As at June 30, 2016 and September 30, 2015, our current liabilities
were $6,029 and $5,337. Stockholders' equity was $ (3,692) as of June 30, 2016
compare to stockholders' equity of $ (4,910) as of September 30, 2015.
10
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the
nine months period ended June 30, 2016, net cash flows used in operating
activities was $(18,160). For the nine months period ended June 30, 2015, net
cash flows from operating activities was $(4,473).
CASH FLOWS FROM INVESTING ACTIVITIES
For the nine months period ended June 30, 2016, we have not generated cash flows
from investing activities.
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements or the
issuance of equity. For the nine months period ended June 30, 2016, cash flow
from financing activities was $20,100. For the nine months period ended June 30,
2015, net cash provided by financing activities was $5,012 received from
proceeds from director loan.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.
Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our operations over the next three
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity and debt instruments. In connection with our
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) acquisition of inventory; (ii)
developmental expenses associated with a start-up business; and (iii) marketing
expenses. We intend to finance these expenses with further issuances of
securities, and debt issuances. Thereafter, we expect we will need to raise
additional capital and generate revenues to meet long-term operating
requirements. Additional issuances of equity or convertible debt securities will
result in dilution to our current shareholders. Further, such securities might
have rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations. We
will have to raise additional funds in the next twelve months in order to
sustain and expand our operations. We currently do not have a specific plan of
how we will obtain such funding; however, we anticipate that additional funding
will be in the form of equity financing from the sale of our common stock. We
have and will continue to seek to obtain short-term loans from our directors,
although no future arrangement for additional loans has been made. We do not
have any agreements with our directors concerning these loans. We do not have
any arrangements in place for any future equity financing.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, 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 are material to investors.
GOING CONCERN
The independent auditors' review report accompanying our September 30, 2015
financial statements contained an explanatory paragraph expressing substantial
doubt about our ability to continue as a going concern. The financial statements
have been prepared "assuming that we will continue as a going concern," which
contemplates that we will realize our assets and satisfy our liabilities and
commitments in the ordinary course of business.
11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No report required.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is 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 Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
An evaluation was conducted under the supervision and with the participation of
our management of the effectiveness of the design and operation of our
disclosure controls and procedures as of June 30, 2016. Based on that
evaluation, our management concluded that our disclosure controls and procedures
were not effective as of such date to ensure that information required to be
disclosed in the reports that we file or submit under the Exchange Act, is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms. Such officer also confirmed that there was no change in
our internal control over financial reporting during the three-month period
ended June 30, 2016 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this Quarterly Report, no director, officer or affiliate is (i) a
party adverse to us in any legal proceeding, or (ii) has an adverse interest to
us in any legal proceedings. Management is not aware of any other legal
proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
No report required.
12
ITEM 6. EXHIBITS
Exhibits:
31.1 Certification of Chief Executive Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule
13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes- Oxley Act of 2002.
101 Interactive data files pursuant to Rule 405 of Regulation S-T
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Amber Group Inc.
Dated: August 10, 2016 By: /s/ Vadims Furss
--------------------------------
Vadims Furss, President and
Chief Executive Officer
and Chief Financial Officer
13