U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the 1st Quarter ended March 31, 2007.
OR
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from __________ to _________.
Commission File Number: 333-102555
INVICTA GROUP INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
Nevada 91-2051923
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2400 East Commercial Blvd. Suite 618
Ft. Lauderdale, FL 33308
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code: 954-771-0650
Securities Registered Pursuant to Section 12(b) of the Act: Common Stock par
value $.0001 per share
Securities Registered Pursuant to Section 12(g) of the Act: None
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 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 aggregate market value of the Common Stock held by non-affiliates of the
Registrant, based upon the average of the closing bid and ask price of the
Common Stock on the OTC Bulletin Board system on May 8, 2007 of $.008 was
approximately $440,000. Shares of Common Stock held by each officer and
director and by each person who may be deemed to be an affiliate have been
excluded.
The number of shares of common stock outstanding as of May 10, 2007 was
60,793,488.
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [ X ]
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BACKGROUND OF CORPORATION
Invicta Group Inc. is an Internet Media Company that offers a website known
as Travel Hot Link www.travelhotlink.com. Travel Hot Link has a database of
40 million travel enthusiasts seeking discounted travel products: cruise
vacations, airline tickets, hotel rooms car rentals, and packaged tours.
Travel Hot Link offers Travel Suppliers a media to reach awareness of their
discounts. We offer advertisers a number of advertising options: a weekly
Email to a 10 million travel enthusiasts promoting 10 - 15 discounted travel
products; a Custom Email to 2 - 10M travel enthusiasts; Banner ads and
website listings to our website.
The company is in a competitive marketplace that has companies with more
experience, branded names, experienced sales forces, and better technology to
reach the travel marketplace..
Invicta Group Inc started on 7/15/2002 as a private travel company that was
specializing as an Airline Consolidator selling international airline tickets
to the public; doing business as Don't Pay Full Fare.com Invicta became a
public company in November 2003 and targeted an acquisition of an airline
consolidator company that had over 12 years experience and multiple European
Airline contracts. The company was acquired in February 2004 and the end of
November 2004 the seller resigned, canceling his 5 year employment contract.
The company lost agreements with the company's largest airline suppliers in
less then one week; eliminating nearly 50% of the revenues. Invicta decided
to close the air consolidator company and leave the slim margin business of
Airline Consolidator in April 2005 due to losses that could not be overcome.
Invicta management spent the balance of 2005 developing a new business plan
and began focusing on the Internet Media marketplace as the new frontier to
market travel products online. Today, Invicta Group Inc. acts as the holding
company of subsidiary Travel Hot Link.
Travel Hot Link began sending 10 million Emails weekly to travel enthusiasts
on June 12 ,2006 generating $404,000 revenues for the balance of the year.
Invicta acquired a travel tour operator on March 1, 2007, known as
Maupintour. The company has been in business since 1951 offering upscale
escorted tours to 50 countries. Revenues in 2006 exceeded $7,000,000. The
company will be marketed by Invicta's Email database and the database of
Maupintour Alumni of over 250,000 travelers.
The attached information is an overview of the companies operations and
financial status.
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INDEX TO FORM 10-QSB
Page No.
PART I
ITEM 1. Financial Statements 4
Balance Sheet 4
Statements of Operations 5
Statements of Cash Flows 6
Statement of Changes in Stockholders' Equity 7
Notes to Financial Statements 8
ITEM 2. Management's Discussion and Analysis 12
ITEM 3. Controls and Procedures 13
PART II
ITEM 1. Legal Proceedings 14
ITEM 2. Changes in Securities 14
ITEM 3. Defaults Upon Senior Securities 14
ITEM 4. Submission of Matters to a Vote of Security Holders 14
ITEM 5. Other Information 14
ITEM 6. Exhibits 15
Signatures 16
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Part I
Item 1. Financial Statements
INVICTA GROUP INC.
CONSOLIDATED BALANCE SHEET
March 31, 2007
(UNAUDITED)
ASSETS
<table>
<s> <c>
Current assets:
Cash and cash equivalents $97,198
Accounts receivable $224,678
Prepaid expenses 90,712
----------
Total current assets 412,588
Property and equipment, net of accumulated depreciation
of $68,777 32,058
Other assets:
Security Deposits 1,500
Advances to affiliates 30,428
Intangible assets, net of accumulated
amortization of $22,655 435,375
----------
Total Assets $911,949
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable and convertible debentures $511,652
Accounts payable and accrued liabilities 974,404
Accounts payable and accrued liabilities
- discontinued operations 698,230
Accrued expenses and other liabilities 874,087
Capital lease obligations 80,899
Accrued compensation - related parties 255,453
----------
Total current liabilities 3,394,725
Long-term debt
Notes Payable - shareholders 247,192
----------
Total Liabilities 3,641,917
----------
Shareholders' Equity (Deficit)
Preferred stock series C par value $1.00 480,000 shares
authorized; 480,000 issued and outstanding 480,000
Preferred stock series D par value $1.00 100,000 shares
authorized; 100,000 issued and outstanding 100,000
Common stock, par value $ .0001, 1,000,000,000 shares
authorized, 36,968,488 issued and outstanding 3,697
Additional paid in capital 4,127,840
Accumulated deficit (7,441,505)
----------
Total Shareholders' equity ( deficit) (2,729,968)
----------
Total Liabilities and Shareholders' Equity (deficit) $911,949
==========
</table>
See accompanying notes to consolidated financial statements
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INVICTA GROUP INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<table>
<s> <c> <c>
Three Three
Months Ending Months Ending
March March
2007 2006
Revenues earned $254,907 $25,061
Cost of sales 126,612
-----------------------------
Gross margin 128,295 25,061
Selling, general, and administrative expenses 271,558 178,227
-----------------------------
Income (loss) from operations before other income and expense (143,263) (153,166)
Other income and (expense)
Interest expense - related parties (4,425)
Interest expense (8,587)
Asset impairment charge (785,107)
-----------------------------
Net income (loss) before provision for income taxes (941,382) (153,166)
Provision for income taxes 0 0
-----------------------------
Net income (loss) $(941,382) $(153,166)
=============================
Net income (loss) per share weighted average share, basic
and diluted ($0.058) ($0.048)
=============================
Weighted average shares outstanding, basis and diluted 16,307,299 3,159,364
=============================
</table>
See accompanying notes to consolidated financial statements
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INVICTA GROUP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<table>
<s> <c> <c>
Three Three
Months Ending Months Ending
March 31, March 31,
2007 2006
Cash flows from operating activities:
Net income $(941,382) $(153,166)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 3,661 1,875
Amortization 12,905
Stock issued for services 41,500 59,500
Asset impairment charge 785,107
Changes in assets and liabilities:
Accounts receivable and prepaid expenses (99,921)
Other assets 8,327
Accounts payable & accrued liabilities 45,444 (7,848)
-----------------------------
(144,359) (99,639)
-----------------------------
Cash flows used in investing activities:
Capital asset expenditures
Cash flows used in financing activities:
Proceeds from long term debt 144,264 175,000
Proceeds from sale of comon stock
Payments on long term debt (5,512) (30,261)
-----------------------------
138,752 144,739
-----------------------------
Net change in cash and cash equivalents (5,607) 45,100
Cash and cash equivalents, beginning of period 102,805 (1,297)
-----------------------------
Cash and cash equivalents, end of period $97,198 $43,803
=============================
Additional Cash Flow Information:
Cash paid during the period for:
Interest (non capitalized) $3,425 $23,474
=============================
IncomeTaxes $0 $0
=============================
Non-Cash Activities:
Stock issued for redemption of Preferred B stock $175,000
=============================
Stock issued for payments on convertible debentures $157,323 $43,000
=============================
</table>
See accompanying notes to consolidated financial statements
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INVICTA GROUP INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
For the Three Months Ended March 31, 2007
<table>
<s> <c> <c> <c> <c>
Common Stock Additional Paid
Shares $ in capital Deficit
Balance December 31, 2006 10,655,488 $1,066 $3,753,223 ($6,500,123)
Stock issued for cash
Stock issued for services 2,400,000 240 41,260
Issuance of Common Stock for the payment
on convertible debentures exercised. 15,163,000 1,516 159,232
Commom stock issued for the conversion
of Preferred B stock 8,750,000 875 174,125
Net loss for the period ended
March 31, 2007 (941,382)
------------------------------------------------------------
Balance March 31, 2007 36,968,488 $3,697 $4,127,840 ($7,441,505)
============================================================
</table>
See accompanying notes to consolidated financial statements
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INVICTA GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007
UNAUDITED
NOTE A. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for
the three month period ended March 31, 2007 are not necessarily indicative of
the results that may be expected for the year ended December 31, 2007.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Registrant Company and Subsidiaries' annual
report on Form 10-K for the year ended December 31, 2006.
NOTE B. CHANGES IN STOCKHOLDERS' (DEFICIT) FOR THE THREE MONTHS ENDED MARCH
31, 2007
<table>
<s> <c> <c> <c> <c>
Common Stock Additional Paid
Shares $ in capital Deficit
Balance December 31, 2006 10,655,488 $ 1,066 $3,753,223 $(6,500,123)
Stock issued for cash
Stock issued for legal and
marketing services 2,400,000 240 41,260
Stock issued in exchange for payment
of convertible debentures 15,163,000 1,516 159,232
Common stock issued for the
conversion of preferred B stock 8,750,000 875 174,125
Net loss for the three months ended
March 31, 2007 (941,382)
Balance March 31, 2007 36,968,488 $3,697 $4,127,840 $(7,441,505)
</table>
NOTE C. INCOME PER SHARE
Basic net loss per share was computed based on the weighted average shares of
common stock outstanding and excludes any potential dilution. Diluted net
loss per share reflects the potential dilution from the exercise or
conversion of all dilutive securities, such as convertible debentures, into
common stock and stock purchase options. The Company's outstanding
convertible debentures and options are not included in the computation of
basic or diluted net loss per share since they are anti-dilutive. At March
31, 2007 potentially dilutive securities consist of convertible debentures
that could be converted into 450,000 common shares and options that could be
converted into 3,882,656 common shares.
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INVICTA GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007
UNAUDITED
NOTE D. CAPITAL LEASE
The capital lease liability is for leased phone equipment for Aiplan that was
to expire on March 31, 2005. Since the Company did not notify the lessor in
writing of its intent to cancel the lease was automatically renewed for a
period of two years. The lessor has confirmed receipt of a verbal
cancellation notice, but is still contending no written cancellation was
received. Because of this the Company is disputing this amount. Management
has forwarded the Company's current financial information to the lessor's
attorneys indicating that no assets exist to pay this liability, and since
the operations of the Company have been ceased they have requested them to
stop pursuing payment on this amount
NOTE E. NOTES PAYABLE - SHAREHOLDERS
Note payable to shareholders, uncollateralized, payable on the first month
after the Company has received $1,000,000 in equity funding. The monthly
installments due to shareholder are approximately $20,000. Invicta is in
default on the payments to shareholders due to a cash flow shortage.
Shareholder recognizes default status and will accept 7% interest on note
from 1/2/05 until paid in full. The Company plans to begin these payments as
soon as the necessary cash flow is available which management expects to be
in 2007. Therefore, the entire balance of $ 247,192 is classified as long-
term debt for 2007 and $250,310 for 2006. Invicta owes seller of Airplan,
Inc. $60,000, but does not intend to pay due to termination of employment
contract.
NOTE F. LEASES
Corporate Office:
Effective May 1, 2006, the Company has moved its headquarters from its office
in Miami to a new office location in Ft. Lauderdale.
The Company leases its office space under a five-year, non-cancelable
operating lease for approximately $1,900 per month.
Obligations under the non-cancelable operating leases are as follow:
Year ending December 31,
2007 $15,200
2008 22,800
2009 24,000
20010 25,200
Thereafter 25,800
----------
$113,000
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INVICTA GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007
UNAUDITED
Maupintour Office:
The Company leases office space in Las Vegas, Nevada at a rate of $3,900 per
month. The lease expires on June 1, 2007. The Company's Lawrence Kansas
office is leased on a month to month basis at a rate of $700 per month.
NOTE G: PREFERRED STOCK SERIES B
Invicta's Board authorized the conversion of 175,000 shares of Preferred B
Stock to restricted common shares in order to provide security for a
corporate loan. The Company was unable to finalize the loan, therefore
7,673,750 common shares that were to be used as collateral are being held in
escrow for future funding. An additional 1,076,250 shares were issued to a
director for their respective share of the Preferred B stock.
NOTE H: ACQUISITION
On March 1, 2007, the Company used the purchase method to acquire all of the
common stock of Maupintour, LLC, a Nevada Limited Liability Company formed in
2003, in exchange for $1.
Maupintour, LLC. is a travel tour operator with both wholesale and retail
travel divisions. The Company operates offices in Las Vegas, Nevada and
Lawrence Kansas.
The Company's 2007 quarterly consolidated results include the operations of
Maupintour, LLC. from the date of acquisition.
Liabilities assumed exceeded assets acquired by $985,107. The resulting
intangible asset was allocated as follows:
Customer list $200,000
Goodwill $785,107
Fair values were determined by management's estimates without independent
appraisal.
The Company will amortize the customer list beginning April 1, 2007 over a 5-
year period. All goodwill acquired has been written off during the quarter
ending March 31, 2007 as an impairment loss.
The unaudited pro forma information for the quarter ended March 31, 2004 and
2003 assumes the acquisitions occurred as of the beginning of each respective
year, after giving effect to certain adjustments, including amortization and
depreciation based upon the adjustments to the fair values of intangibles and
property, plant and equipment acquired. The pro forma results have been
prepared for comparative purposes only and are not necessarily indicative of
the results of operations that may occur in the future or that would have
occurred had the acquisitions been effected at the beginning of each period
presented.
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INVICTA GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007
UNAUDITED
Pro Forma Information for Acquisitions:
Quarter Ended
March 31, March 31,
2007 2006
Gross Revenues $383,949 $1,327,699
Net Income (Loss) (337,883) (303,935)
Earnings (Loss) Per Share (.021) (.096)
NOTE I. GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.
The Company has incurred losses of approximately $6,656,000 since inception
and the Company had negative working capital of $2,982,000 at March 31, 2007.
These factors raise substantial doubt about the Company's ability to continue
as a going concern.
Management believes that it will be able to generate cash sufficient to
support its operations. Management believes that it can generate this cash
and ultimately profits from advertising revenues on its website
travelhotlink.com. Travel Hot Link has no involvement with the reservation;
its revenues are generated from the Travel Supplier that advertises its
travel products online. It is estimated that Travel Hot Link will reach a
potential 40 million travel enthusiasts that are seeking travel bargains
online.
In addition to the assumption regarding increased revenues, in the 1st
quarter of 2007, the Company's management has raised approximately $160,000
in equity funding from its securities purchase agreement with Golden Gate
Investors, Inc. Invicta estimates it will need $500,000 additional funding
for working capital in 2007.
Management feels that its increase revenues from its Travel Hot Link web-
site, its equity and financing plans and the revenues from the acquisition
will provide the working capital to allow it to continue as a going concern.
However, there can be no assurances the Company will be successful in its
efforts to secure additional equity funding, financing or attain profitable
operations. The accompanying consolidated financial statements do not
include any adjustments that might result should the Company be unable to
continue as a going concern.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
Invicta Group's consolidated financial statements included in this report.
Results of Operations
New Revenue Stream
The company acquired an escorted tour operator March 1, 2007. The company
will provide marketing services via their Email database of 40 Million travel
enthusiasts, promoting the tours and offering a discount for early bookings.
The acquisition, Maupintour, is a leader in the travel industry known for its
upscale escorted tours to over 50 Countries.
Revenues
Revenues for the 1st Quarter were generated from Internet Media and Consumer
travel packages. Internet Media Advertising revenues are flat fees charged to
travel suppliers for media purchase on website www.travelhotlink.com.
Revenues for Consumer travel are realized as Gross Sales and are recognized
when paid in full and operated. Revenues for the 1st Quarter ended March 31,
2007 were $254,907 compared to revenues of $25,061 for the 1st year ended
March 31, 2006. The revenues in 2007 versus 2006 were generated from Internet
Media Advertising and consumer travel packages vs. 2006 revenues were from
airline commissions.
Expenses
The major components of expenses are general and administrative expenses. The
1st Quarter March 31, 2007 major expenses were: Payroll $136,087; Internet
design $15,087; Professional fees $30,198; Interest Expense $13,012; the
total G&A expenses for the year were $284,570.
Acquisition of Tour Operator
March 1, 2007 Invicta acquired a Tour Operator that offers escorted tours to
50 Countries. The acquisition's revenues in 2006 were $7.1 million. The
company was acquired for $1 cash and acceptance of $900,000 debt.
Impairment Charge
The Company's 2007 quarterly consolidated results include the operations of
Maupintour, LLC. from the date of acquisition.
Liabilities assumed exceeded assets acquired by $985,107. The resulting
intangible asset was written off as an Asset impairment charge allocated as
follows:
Customer list $200,000
Goodwill $785,107
Fair values were determined by management's estimates without independent
appraisal.
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The Company will amortize the customer list beginning April 1, 2007 over a 5-
year period. All goodwill acquired has been written off during the quarter
ending March 31, 2007 as an impairment loss.
Net Profit/Net Losses
Net profit from Operations for the Quarter ended March 31, 2006 was
$(156,275); income per share: $(0.058) compared to a net loss of $(153,166);
loss per share $(0.048) for the Quarter ended March 31, 2006. The company
also had a Asset Impairment Charge writing off Goodwill $785,107 as a one
time charge, decreasing net income to $(941,382) for the Quarter.
Funding
Invicta has received equity funding advances from an Institutional Investor
totaling $145,264 for the March 31, 2007 Quarter, and Invicta paid off
$142,333 of debt in the Quarter.. The balance due as of March 31, 2007
totaled $381,388. Payments are made with conversions of free trading stock
based on the formula: a 25% discount of the average of the three lowest days
Bids, for the 20 days before conversion notice is delivered.
Liquidity
March 31, 2007 and 2006, Invicta Group's current liquidity ratios were (.20%)
and (.027%) respectively. Invicta Group has not generated sufficient revenue
in any period, to carry its costs of operations. Invicta has derived its
liquidity principally from the sale of stock.
Common Stock Issued 1st Quarter 2007
Invicta issued 18,639,250 common shares in the 1st Quarter of 2007; 1,400,000
shares were issued for $35,500 consulting, 1,000,000 were issued for
professionals fees of $5,000 and 14,613,000 shares were issued to raise
$145,264 equity funds and pay off debt of $142,323 owed to Institutional
Investor, 550,000 shares were issue to pay $18,425 debenture, and 8,750,000
was issued as Restricted Stock for conversion of Preferred B Stock, common
shares valued at $87,500.
Preferred Stock Converted to Restricted Stock
Invicta's Board authorized the conversion of 175,000 Preferred B Stock to
Restricted Common Shares for security for a corporate loan. The loan was not
closed and 6,597,500 shares are being held in escrow for future funding, the
balance of 1,076,250 shares were issued to a Director.
Capital Resources
Additional capital needs to be invested in the company. Invicta will need a
minimum of $500,000 cash to assure the working capital is available to the
company to implement its business plan.
ITEM 3. CONTROLS AND PROCEDURES
Invicta Group's Chief Executive Officer and Chief Financial Officer, after
evaluating the effectiveness of Invicta Group's disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended) as of March 31, 2007, (the "Evaluation
Date"), have concluded that, as of the Evaluation Date, Invicta Group's
disclosure controls and procedures were
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effective to ensure the timely
collection, evaluation, and disclosure of information relating to Invicta
Group that would potentially be subject to disclosure under the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
under the Act. There were no changes in Invicta Group's internal controls
over financial reporting that have materially affected, or are reasonably
likely to materially affect, its internal controls over financial reporting
during the three months ending as of the Evaluation Date.
PART II
ITEM 1. LEGAL PROCEEDINGS
None at this time
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None at this time
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None at this time
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None at this time
ITEM 5. OTHER INFORMATION
None at this time
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ITEM 6. EXHIBITS
Exhibit No Description of Document
- ----------- -----------------------
3.1(a) Articles of Incorporation of Invicta Group Inc.*
3.1(b) Articles of Amendment*
3.2 Bylaws*
10.1 2002 Equity Compensation Plan*
10.2 Employment Agreement between Invicta Group and William G. Forhan*
10.3 Employment Agreement between Invicta Group and R. David Scott*
10.4 Employment Agreement between Invicta Group and Mercedes Henze*
10.5 Lease for Ft. Lauderdale, Florida Office*
10.6 Stock Purchase Agreement for the Shares of Casino Rated Players.
Inc.*
10.8 Promissory Note to William G. Forhan*
31 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as
amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
* Indicates previously filed in a Registration on Form SB-2, Commission File
No. 333-102555
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
INVICTA GROUP INC.
By: /s/ William G. Forhan
William G. Forhan
Chief Executive Officer and President
By: /s/ Richard David Scott
Richard David Scott
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ William G. Forhan Chief Executive Officer, May 21, 2007
William G. Forhan President and Director
/s/ Richard David Scott Chief Operating Officer, May 21, 2007
Richard David Scott Principal Accounting and
Financial Officer and Director
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