SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(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, 2004
OR
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ________
Commission File Number 0-24829
FTS GROUP, INC.
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(Exact name of registrant as specified in its charter)
Nevada 84-1416864
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(State or other jurisdiction of (I.R.S. Employer identification
incorporation or organization) No.)
1049c Oxford Valley Road, Levittown, PA
19057
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(Address of principal executive office)
(Zip Code)
(215) 943-9979
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(Registrant's telephone number, including area code)
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of each of Issuer's classes of common equity as
of August 19, 2004 is set forth below:
Common Stock, par value $.001 28,330,730
----------------------------- ---------------
Title of Class Number of Shares
Transitional Small Business Disclosure Format yes no X
--- ---
FTS Group, Inc.
PART I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Financial Statements F-1 - F-3
Balance Sheets - June 30, 2004 and December 31, 2003 (Audited) F-1
Statements of Operations - Three and six months ended
June 30, 2004 and 2003 F-2
Statements of Cash Flows - Six months ended June 30, 2004 and 2003 F-3
Notes to Consolidated Financial Statements
FTS GROUP, INC. AND SUBSIDIARY
Consolidated Balance Sheets
June 30, 2004 and December 31, 2003
Assets 2004 2003
- ------------------------------------------------------------------ ----------------- -----------------
(Reviewed) . . . . . . . . . . . . . . . . . . . . . (Audited)
Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,256 $ 6,887
Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . 42,882 3,905
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . 54,043 7,759
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . 75,387 1,512
----------------- -----------------
Total current assets . . . . . . . . . . . . . . . . . . . . 176,568 20,063
----------------- -----------------
Property and equipment, net of accumulated depreciation. . . . . . 46,694 50,577
Investment in private entity . . . . . . . . . . . . . . . . . . . 15,000 15,000
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,684 17,650
----------------- -----------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . $ 250,946 $ 103,290
================= =================
Liabilities and Stockholders' Equity
- ------------------------------------------------------------------
Current liabilities:
Accounts payable and accrued expenses. . . . . . . . . . . . . . 163,839 60,467
Accounts payable to related parties. . . . . . . . . . . . . . . 66,989 198,811
----------------- -----------------
Total current liabilities. . . . . . . . . . . . . . . . . . 230,828 259,278
----------------- -----------------
Convertible debentures . . . . . . . . . . . . . . . . . . . . . . 217,157 450,586
----------------- -----------------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . 447,985 709,864
----------------- -----------------
Stockholders' equity:
10% Convertible preferred stock, Series A, $0.01 par value:
150,000 shares authorized; None issued . . . . . . . . . . . . - -
Preferred stock, $0.01 par value, 4,850,000 undesignated
shares authorized, none issued . . . . . . . . . . . . . . . . - -
Common stock, $.001 par value. Authorized 150,000,000 shares:
28,330,730 shares issued and outstanding at June 30, 2004,
18,141,564 shares issued and outstanding at December 31, 2003. 28,331 18,142
Additional paid-in capital . . . . . . . . . . . . . . . . . . . 6,867,631 5,465,030
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . (7,028,901) (5,943,196)
----------------- -----------------
(132,939) (460,024)
Deferred compensation. . . . . . . . . . . . . . . . . . . . . . (64,100) (146,550)
----------------- -----------------
Total stockholders' equity . . . . . . . . . . . . . . . . . (197,039) (606,574)
Commitments and contingent liabilities
Total liabilities and stockholders' equity . . . . . . . . . $ 250,946 $ 103,290
================= =================
See accompanying notes to consolidated financial statements.
F-1
FTS GROUP, INC. AND SUBSIDIARY
Consolidated Statements of Operations
Three and six months ended June 30, 2004 and 2003
(Unaudited)
Three months ended June 30, Six months ended June 30,
2004 2003 2004 2003
------------ ------------ ------------- ------------
Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 116,787 $ 13,864 $ 298,122 $ 16,313
Costs and expenses:
Costs of sales. . . . . . . . . . . . . . . . . . . . . . . 39,695 9,068 182,829 10,167
Selling, general and administrative . . . . . . . . . . . . 293,092 80,936 1,200,998 389,232
Purchased development costs. . . . . . . . . . . . . . . . . - - - 23,500
------------ ------------ ------------- ------------
Total operating expenses. . . . . . . . . . . . . . . . . 332,787 90,004 1,383,827 422,899
------------ ------------ ------------- ------------
Operating income (loss) . . . . . . . . . . . . . . . . . (216,000) (76,140) (1,085,705) (406,586)
Other income (expenses):
Interest income . . . . . . . . . . . . . . . . . . . . . . - - - -
Interest expense. . . . . . . . . . . . . . . . . . . . . . - (1,600) - (3,200)
Other income (expense). . . . . . . . . . . . . . . . . . . - - - -
------------ ------------ ------------- ------------
Total other income (expense). . . . . . . . . . . . . . . - (1,600) - (3,200)
------------ ------------ ------------- ------------
Net earnings (loss) before income taxes . . . . . . . . . (216,000) (77,740) (1,085,705) (403,386)
Provision for income taxes. . . . . . . . . . . . . . . . . . - - - -
Net earnings (loss) . . . . . . . . . . . . . . . . . . . $ (216,000) $ (77,740) $(1,085,705) $ (403,386)
============ ============ ============= ============
Net earnings (loss) applicable to common shareholders:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============= ============
Weighted average shares
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,883,925 17,430,240 23,163,751 17,104,826
============ ============ ============= ============
See accompanying notes to consolidated financial statements.
F-2
FTS GROUP, INC. AN SUBSIDIARY
Consolidated Statements of Cash Flows
Six months ended June 30, 2004 and 2003
Six months ended June 30,
2004 2003
---------- ----------
Cash flows from operating activities:
Net cash used in operating activities . . . . . . (107,153) (142,424)
---------- ----------
Cash flows from investing activities:
Capital expenditures for property and equipment. . . . . . (1,667) (454)
Investment in private company. . . . . . . . . . . . . . . - (15,000)
---------- ----------
Net cash used in investing activities. . . . . . (1,667) (15,454)
---------- ----------
Cash flows from financing activities:
Proceeds from issuance of stock. . . . . . . . . . . . . . - 10,000
Repayment of borrowing from related parties. . . . . . . . (131,822) -
Proceeds from convertible debentures . . . . . . . . . . . 238,011 150,000
---------- ----------
Net cash provided by financing activities. . . . 106,189 160,000
---------- ----------
Net increase in cash . . . . . . . . . . . . . . (2,631) 2,122
Cash at beginning of year. . . . . . . . . . . . . . . . . . 6,887 219
---------- ----------
Cash at end of year. . . . . . . . . . . . . . . . . . . . . $ 4,256 $ 2,341
========== ==========
Supplemental schedule of cash flow information:
Interest paid. . . . . . . . . . . . . . . . . . . . . . . $ 0 $ 3,200
========== ==========
See accompanying notes to consolidated financial statements.
F-3
FTS GROUP, INC.
Notes to Consolidated Financial Statements
(1) General
FTS Group, Inc. (the "Company"), formerly FTS Apparel, Inc., was incorporated
under the laws of the State of Nevada. The Company is engaged in the
acquisition and development of a chain of full service retail wireless stores.
The Company's primary business is the marketing, sale and activation of cellular
and satellite handsets, cellular accessories and other related wireless products
such as Wi-Fi service and related access equipment for residential or business
purposes.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary: FTS Wireless, Inc. All significant intercompany
transactions and balances have been eliminated in consolidation.
The accompanying unaudited financial statements have been prepared in accordance
with U. S. generally accepted accounting principles ("GAAP") for interim
financial information and with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by accounting
principles generally accepted the U. S. for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the six months period ended June 30, 2004 are not
indicative of the results that may be expected for the year ending December 31,
2004.
As contemplated by the Securities and Exchange Commission (SEC) under Rules of
Regulation S-B, the accompanying financial statements and related footnotes have
been condensed and do not contain certain information that will be included in
the Company's annual financial statements and footnotes thereto. For further
information, refer to the Company's audited consolidated financial statements
and related footnotes thereto included in the Company's annual report on Form
10-KSB for the year ended December 31, 2003.
(2) Use of Estimates
The preparation of financial statements in conformity with U. S. GAAP 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 vary from those
estimates.
(3) Recent Accounting Pronouncements
In January 2003, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosures." This statement provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this Statement
also amends the disclosure requirements of SFAS No. 123 to require more
prominent and frequent disclosures in the financial statements about the effects
of stock-based compensation. The transitional guidance and annual disclosure
provisions of this Statement were effective for the December 31, 2002 financial
statements. The interim reporting disclosure requirements became effective for
the first quarterly report in 2003. Because the Company continues to account
for employee stock-based compensation under APB Opinion No. 25, the transitional
guidance of SFAS No. 148 has no effect on the financial statements at this time.
However, the accompanying financial statements presented have incorporated the
enhanced disclosure requirements of SFAS No. 148.
In May 2003, the FASB issued SFAS No. 150. "Accounting for Certain Instruments
with Characteristics of Both Liabilities and Equity," which establishes
standards for how an issuer classifies and measures certain financial statements
with characteristics of both liabilities and equity. SFAS No. 150 requires that
an issuer classify a financial instrument that is within its scope, which may
have previously been reported as equity, as a liability (or an asset in some
circumstances). This statement is effective for financial instruments entered
into or modified after May 31, 2003, and otherwise is effective at the beginning
of the first interim period beginning after June 15, 2003 for public companies.
The Company does not believe that the adoption of SFAS No. 150 will have a
significant impact on its financial statements.
(4) Income Taxes
Income taxes for the interim periods were computed using the effective tax rate
estimated to be applicable for the full fiscal year, which is subject to ongoing
review and evaluation by management. The estimated federal income tax expense
for the three-month periods ended June 30, 2004 and 2003 is eliminated by net
operating loss carry forwards.
(5) Stock for Services
During February 2004, the Company issued 3,785,000 shares of common stock for
services pursuant to a Form S-8 registration statement. The shares were valued
at their fair market value on the date it was agreed that the shares would be
issued. The non-cash stock compensation expense of $643,450 has been charged to
operations during the period.
During the quarter ended June 30, 2004, the Company issued 2,122,247 shares of
common stock for compensation for services performed. The non-cash stock
compensation expense of $297,900 has been charged to operations during the
second quarter of 2004.
(6) Going Concern
The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. For the six month ended June 30, 2004, the Company
incurred a net loss of $1,085,705 and has working capital and stockholders'
deficits of $54,266 and $197,039, respectively, at June 30, 2004.
The Company's ability to continue as a going concern is contingent upon its
ability to expand its operations and secure additional financing.
Failure to secure such financing or expand its operations may result in the
Company not being to continue as a going concern.
The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis covers material changes in our
financial condition since the year end December 31, 2003 and a comparison of
the results of operations for the three and six months ended June 30, 2004 to
the same period in 2003. This discussion and analysis should be read in
conjunction with "Management's Discussion and Analysis or Plan of Operation"
included in our Form 10-KSB for the year ended December 31, 2003.
This report contains forward-looking statements that involve risks and
uncertainties. We generally use words such as "believe," "may," "could,"
"will," "intend," "expect," "anticipate," "plan," and similar expressions to
identify forward-looking statements. You should not place undue reliance on
these forward-looking statements. Our actual results could differ materially
from those anticipated in the forward-looking statements for many reasons,
including the risks described below and elsewhere in this report. Although we
believe the expectations reflected in the forward-looking statements are
reasonable, they relate only to events as of the date on which the statements
are made, and our future results, levels of activity, performance or
achievements may not meet these expectations. We do not intend to update
any of the forward-looking statements after the date of this document to
conform these statements to actual results or to changes in our expectations,
except as required by law.
OVERVIEW
Historically and through the year ended December 31, 2001, we operated
exclusively in the apparel industry. In January 2002, we experienced a
management change. Our business now focuses on developing and acquiring
cash-flow positive businesses and viable business projects primarily those
in the wireless and technology industries. As of the end of June 2004, we
operated a total of 8 retail wireless locations, we lease three locations in
Tampa, FL, one in St. Petersburg, FL, one in Brandon, FL, one in Lutz, FL,
one in Oldsmar, FL and one in Suburban Philadelphia, Pennsylvania.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
In December, 2001, the SEC issued a cautionary advice to elicit more precise
disclosure in this Item 6, MD&A, about accounting policies management believes
are most critical in portraying our financial results and in requiring
management's most difficult subjective or complex judgments. The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make judgments and
estimates.
We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements.
REVENUE RECOGNITION:
Net revenues from wholesale product sales are recognized upon the transfer of
title and risk of ownership to customers. Allowances for estimated returns,
discounts and doubtful accounts are provided when sales are recorded. Shipping
and handling costs are included in cost of sales.
We recognize revenue from advertising and promotion income as the requisite
services are provided.
GOODWILL AND INTANGIBLE ASSET IMPAIRMENT:
We periodically review the carrying amount of property, plant and equipment and
its identifiable intangible recognition
Goodwill and Intangible Asset Impairment: See note 1 impairment of long lived
assets to determine whether current events or circumstances warrant adjustments
to such carrying amounts. If an impairment adjustment is deemed necessary, such
loss is measured by the amount that the carrying value of such assets exceeds
their fair value. Considerable management judgment is necessary to estimate the
fair value of assets; accordingly, actual results could vary significantly from
such estimates. Assets to be disposed of are carried at the lower of their
financial statement carrying amount or fair value less costs to sell.
Results of Operations
We generated consolidated net revenues of $116,787 for the three month
Period ended June 30, 2004, as compared to $13,864 for the three month period
ended June 30, 2003. The increase in revenues for this quarter when compared to
the same quarter last year is primarily due to acquisition related growth.
We incurred Cost of Sales of $39,695 for the three month period ended June
30, 2004, as compared to $9,068 for the three month period ended June 30, 2003.
Our Cost of Sales increase is due to the overall growth in our business.
For the three months ended June 30, 2004, we realized a net loss of
$216,000 or ($.00) per share, on revenue of $116,787. This compares to a net
loss of $77,740 or ($.00) per share, on revenue of $13,864 for the three months
ended June 30, 2003. Accordingly, our net loss increased by $138,260 due to an
increase in overall operational expenses related to the increased number of
locations we operated during the period.
For the three months ended June 30, 2004, we reported $293,092 of general
and administrative expenses, compared to $80,936 for the three months ended June
30, 2003, an increase of $212,156. Our general and administrative expenses have
increased from the same period in 2003 due to an increase operating overhead and
staffing levels of our retail wireless business.
We continue to execute our roll-up strategy and seek out accretive
acquisition candidates to further develop our diversified retail wireless
business. During the second quarter, we closed the acquisition of the Waters
Ave., Tampa, FL location of Wireless Unlimited, Inc.
Liquidity and Capital Resources
As of June 30, 2004, our Current Assets were $176,568 and Current
Liabilities were $230,828. Our current liabilities consist mainly of accounts
payable, accrued expenses and loans from our Chief Executive Officer and Chief
Financial Officer. Our Stockholder's Deficit at June 30, 2004 was ($197,039).
At June 30, 2004, we had cash available of $4,256, accounts
receivable of $42,882, inventory valued at $54,043, property and equipment
valued at $46,694, prepaid expenses of 75,387, investments valued at $15,000,
deposits of $12,684 for a total of $250,946.
We had a net usage of cash used in operating activities for the six month
period ended June 30, 2004 and 2003 of $107,153 and $142,424, respectively. We
had net cash provided by financing activities of for the six month period ended
June 30, 2004 and 2003 of $106,189 and $160,000, respectively.
We believe that our continued existence is dependent upon our ability to
make our wireless operations profitable and our ability to raise additional
capital. Accordingly, the notes to our un-audited, interim financial statements
express substantial doubt about our ability to continue as a going
concern.
We are not aware of any material trend, event or capital commitment, which
would potentially adversely affect liquidity. In the event such a trend
develops, we believe that we will have sufficient funds available to satisfy
working capital needs through lines of credit and the funds expected from equity
sales.
Financing Activities
During the quarter ended June 30, 2004 we raised a total of $235,000 through
loans and $129,289 from our equity line of credit with Dutchess Private Equities
Fund, LP. Also during the quarter, the outstanding balance due on our
convertible debentures was reduced by $129,289, leaving an outstanding balance
of $189,674.
Subsidiary
As of August 1, 2004, we had one wholly-owned subsidiary, FTS Wireless, Inc.
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Within the 90 days prior to the filing date of this report, we carried out
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14. This evaluation
was done under the supervision and with the participation of our chief executive
officer and chief financial officer. Based upon that evaluation, they concluded
that our disclosure controls and procedures are effective in gathering,
analyzing and disclosing information needed to satisfy our disclosure
obligations under the Exchange Act.
Changes in Internal Controls
There were no significant changes in our internal controls or in other
factors that could significantly affect those controls since the most recent
evaluation of such controls.
PART II- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not aware of any legal matters that could have a material impact on
our business.
ITEM 2. CHANGES IN SECURITIES
(c) During the quarter ended June 30, 2004, we issued 2,122,247 shares of
common stock for compensation for services performed.
With respect to the sales of our common stock described above, we relied on the
Section 4(2) and/or 4(6) exemptions from securities registration under the
federal securities laws for transactions not involving any public offering. No
advertising or general solicitation was employed in offering the shares. The
shares were sold to sophisticated and/or accredited investors. The securities
were offered for investment purposes only and not for the purpose of resale or
distribution, and the transfer thereof was appropriately restricted by us.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
NUMBER DESCRIPTION
3.1 Articles of Incorporation dated December 23, 2003 (filed as Attachment B to
the Registrant's Definitive Proxy on Form DEF 14A filed on January 9, 2004 and
incorporated herein by reference).
3.2 Bylaws (filed as Attachment C to the Registrant's Definitive Proxy on Form
DEF 14A filed on January 9, 2004 and incorporated herein by reference).
10.1 Investment Agreement between the Registrant and Dutchess Private Equities
Fund, LP, dated January 9, 2004 (filed as exhibit 10.15 to the Registrant's SB-2
filed on January 28, 2004 and incorporated herein by reference).
10.2 Registration Rights Agreement between the Registrant and Dutchess Private
Equities Fund, LP, dated January 9, 2004 (filed as Exhibit 10.16 to the
Registrant's SB-2 filed on January 28, 2004 and incorporated herein by
reference).
10.3 Placement Agent Agreement between the Registrant, Dutchess Private Equities
Fund, LP, and Charleston Capital Securities, dated January 9, 2004 (filed as
Exhibit 10.17 to the Registrant's SB-2 filed on January 28, 2004 and
incorporated herein by reference).
10.4 Consulting Agreement between the Registrant and W. Scott McBride, dated
January 15, 2004 (filed as exhibit 99.1 to the Registrant's S-8 filed on
February 3, 2004 and incorporated herein by reference).
10.5 Corporate Consulting Agreement between the Registrant and Theodore J.
Smith, Jr., dated January 28, 2004 (filed as exhibit 99.2 to the
Registrant's S-8 filed on February 3, 2004 and incorporated herein by
reference).
10.6 Consulting Agreement between the Registrant and Mike DeGirolamo, dated
January 5, 2004 (filed as exhibit 99.3 to the Registrant's S-8 filed on February
3, 2004 and incorporated herein by reference).
10.7 Consulting Agreement between the Registrant and Jeff Teischer, dated
January 5, 2004 (filed as exhibit 99.4 to the Registrant's S-8 filed on February
3, 2004 and incorporated herein by reference).
10.8 Consulting Agreement between the Registrant and David Taylor, dated
December 12, 2003 (filed as exhibit 99.5 to the Registrant's S-8 filed on
February 3, 2004 and incorporated herein by reference).
10.9 Consulting Agreement between the Registrant and Pablo Oliva, dated November
12, 2003 (filed as exhibit 99.6 to the Registrant's S-8 filed on February 3,
2004 and incorporated herein by reference).
10.10 Consulting Agreement between the Registrant and Tommy Hollman, dated
January 27, 2004 (filed as exhibit 99.7 to the Registrant's S-8 filed on
February 3, 2004 and incorporated herein by reference).
10.11 Compensation Agreement between the Registrant and W. Scott McBride, David
Rasmussen, James H. Gilligan and Scott Gallagher, dated January 29, 2004 (filed
as exhibit 99.8 to the Registrant's S-8 filed on February 3, 2004 and
incorporated herein by reference).
31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Officers pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
B. REPORTS ON FORM 8-K
We did not file any 8-Ks in the quarter ended June 30, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
FTS GROUP, INC.
Date: August 20, 2004 By: /s/ Scott Gallagher
-------------------------------
Scott Gallagher
Chief Executive Officer
By: /s/ Linda Ehlen
-------------------------------
Linda Ehlen
Chief Financial Officer