As filed with the Securities and Exchange Commission on August 7, 2003
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended June 30, 2003
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 333-91356
Old Goat Enterprises Inc.
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(Exact name of registrant as specified in its charter)
Nevada 98-0374121
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
4526 Neville Street Burnaby B.C. Canada V5J 2G8
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(Address of principal executive offices) (Zip Code)
(604) 435-9071
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Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value
$.00001 per share
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(Title of class)
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
--- ---
1
Number of shares outstanding of the registrant's class of common stock as of
August 5, 2003: 3,550,000
Authorized share capital of the registrant: 75,000,000 common shares , par value
of $0.001
The Company recorded $nil revenue for the quarter ended June 30, 2003.
FORWARD-LOOKING STATEMENTS
THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS PREDICTIONS, PROJECTIONS AND OTHER
STATEMENTS ABOUT THE FUTURE THAT ARE INTENDED TO BE "FORWARD-LOOKING STATEMENTS"
WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (COLLECTIVELY, "FORWARD-LOOKING STATEMENTS"). FORWARD-LOOKING STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES. A NUMBER OF IMPORTANT FACTORS COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING
STATEMENTS. IN ASSESSING FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY
REPORT ON FORM 10-QSB, READERS ARE URGED TO READ CAREFULLY ALL CAUTIONARY
STATEMENTS - INCLUDING THOSE CONTAINED IN OTHER SECTIONS OF THIS QUARTERLY
REPORT ON FORM 10-QSB. AMONG SAID RISKS AND UNCERTAINTIES IS THE RISK THAT THE
COMPANY WILL NOT SUCCESSFULLY EXECUTE ITS BUSINESS PLAN, THAT ITS MANAGEMENT IS
ADEQUATE TO CARRY OUT ITS BUSINESS PLAN AND THAT THERE WILL BE ADEQUATE CAPITAL
OR THEY MAY BE UNSUCCESSFUL FOR TECHNICAL, ECONOMIC OR OTHER REASONS.
PART I - FINANCIAL INFORMATION
Page Number
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets............................................................. 3
Statements of Operations................................................... 4
Statement of Stockholder's Equity.......................................... 5
Statements of Cash Flows................................................... 6
Notes to the Financial Statements........................................ 7-8
ITEM 2. MANAGEMENT'S PLAN OF OPERATION........................................ 8
ITEM 3. CONTROLS AND PROCEDURES .............................................. 9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS ................................................... 10
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS ........................... 10
ITEM 3. DEFAULTS UPON SENIOR SECURITIES ..................................... 10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................. 10
ITEM 5. OTHER INFORMATION ................................................... 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..................................... 10
SIGNATURES .................................................................. 11
2
OLD GOAT ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
June 30, 2003 March 31, 2003
---------------- ---------------
(UNAUDITED)
ASSETS
Current Assets
Cash $ 76,912 $ 4,264
Prepaid expenses 5,493 -
---------------- ---------------
Total Assets $ 82,405 $ 4,264
================ ===============
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 32,176 $ -
---------------- ---------------
Total Liabilities 32,176 -
---------------- ---------------
Stockholders' Equity
Authorized Common stock:
75,000,000 shares with a par value of $0.001
Issued and outstanding:
3,550,000 and 2,800,000 shares respectively. 3,550 2,800
Additional paid-in capital 90,450 16,200
Deficit accumulated during the
development stage (43,771) (14,736)
---------------- ---------------
Total Stockholders' Equity 50,229 4,264
---------------- ---------------
Total Liabilities and Stockholders' Equity $ 82,405 $ 4,264
================ ===============
NATURE OF OPERATIONS (NOTE 1)
The accompanying notes are an integral part of these financial statements
3
OLD GOAT ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
Cumulative amounts from Date Three month period
of Incorporation on ended June 30
April 23, 2002 to
June 30, 2003 2003 2002
-------------------- ---------------- ---------------
Operating Expenses
Bank charges $ 625 $ 504 $ 43
Marketing 18,207 18,207 -
Office and administration 3,182 2,917 265
Organizational costs 1,000 - 1,000
Professional fees 16,257 4,407 3,500
Website operations and development 4,500 3,000 -
---------------- --------------- ----------------
Loss Before Other Expenses (43,771) (29,035) (4,808)
---------------- --------------- ----------------
Net Loss for the Period (43,771) (29,035) (4,808)
---------------- --------------- ----------------
Basic and Diluted Loss Per Common Share $ (.05) $ (.04) $ (.006)
================ =============== ================
Weighted average number of common shares 858,484 707,277 743,005
outstanding
================ =============== ================
The accompanying notes are an integral part of these financial statements.
4
OLD GOAT ENTERPRISES, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
Deficit
Accumulated
Common Stock Additional During the Total
Shares Amount Paid-in Development Stockholders'
Capital Stage Equity
---------------- --------------- ---------------- ---------------- ---------------
Inception, April 23, 2002 $ - $ - $ - $ - $ -
Issuance of common stock 2,800,000 2,800 16,200 - 19,000
Net loss for the year - - - (14,736) (14,736)
---------------- --------------- ---------------- ---------------- ---------------
Balance, March 31, 2003 2,800,000 2,800 16,200 (14,736) 4,264
Issuance of common stock 750,000 750 74,250 - 75,000
(Note 3)
Net loss for the period - - - (29,035) (29,035)
---------------- --------------- ---------------- ---------------- ---------------
Balance, June 30, 2003 $ 3,550,000 $ 3,550 $ 90,450 $ (43,771) $ 50,229
================ =============== ================ ================ ===============
The accompanying notes are an integral part of these financial statements.
5
OLD GOAT ENTERPRISES, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative Amounts
From Date of
Incorporation on Three month period
April 23, 2002 to ended June 30
June 30, 2003 2003 2002
----------------- --------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss for the Period $ (43,771) $ (29,035) $ (4,808)
Adjustments to reconcile net loss to net cash used in
operating activities
Increase in prepaid expenses (5,493) (5,493) -
Increase in accounts payable 32,176 32,176 -
---------------- --------------- ----------------
NET CASH USED IN OPERATING ACTIVITIES (17,088) (2,352) (4,808)
---------------- --------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 94,000 75,000 19,000
---------------- --------------- ----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 94,000 75,000 19,000
---------------- --------------- ----------------
NET INCREASE IN CASH 76,912 72,648 14,192
CASH AT BEGINNING OF PERIOD - 4,264 -
---------------- --------------- ----------------
CASH AT END OF PERIOD $ 76,912 $ 76,912 $ 14,192
================ =============== ================
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
Cash paid for income taxes $ - $ - $
-
Cash paid for interest $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
6
OLD GOAT ENTERPRISES, INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(UNAUDITED)
1. DEVELOPMENT STAGE ENTERPRISES
The Company was incorporated on April 23, 2002 under the laws of Nevada and
is considered a development stage company. It has not generated significant
revenues from operations. The Company is pursuing opportunities in the
development of a business as a distributor of specialty personal care
products.
In the opinion of management, the accompanying financial statements contain
all adjustments necessary (consisting only of normal recurring accruals) to
present fairly the financial information contained therein. These
statements do not include all disclosure required by generally accepted
accounting principles in the United States of America and should be read in
conjunction with the audited financial statements of the Company for the
year ended March 31, 2003. The results of operations for the period ended
June 30, 2003 are not necessarily indicative of the results to be expected
for the year ending March 31, 2004.
2. GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company has no
current source of revenue. Without realization of additional capital, it
would be unlikely for the Company to continue as a going concern. The
Company's ability to continue as a going concern is dependent on additional
cash financings, and, ultimately, upon achieving profitable operations
through the development of its business. These financial statements do not
include any adjustments that would be necessary should the Company be
unable to continue as a going concern. Such adjustments could be material.
June 30 March 31
2003 2003
---- ----
Deficit accumulated during the development stage (43,771) (14,736)
Working capital 50,229 4,264
3. COMMON STOCK
The Company's authorized common stock consists of 75,000,000 shares with a
par value of $0.001 per share. All shares have equal voting rights and,
when validly issued and outstanding, are entitled to one non-cumulative
vote per share in all matters to be voted upon by stockholders. The shares
have no pre-emptive, subscription, conversion or redemption rights and may
be issued only as fully paid and non-assessable shares. Holders of the
common stock are entitled to equal rateable rights to dividends and
distributions with respect to the common stock, as may be declared by the
Board of Directors out of funds legally available.
7
On April 30, 2003, the Company completed a public offering under its SB-2
Registration Statement. It issued 750,000 shares of common stock for $0.10
per share, or $75,000 under share subscriptions received in advance of the
completion.
4. SEGMENTED INFORMATION
The Company's operations have been conducted as one reportable segment.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
Old Goat Enterprises Inc. was incorporated under the laws of the state of Nevada
on April 23, 2002. The Company's fiscal year end is March 31.
On December 24, 2002 our Form SB-2 registration statement was declared
effective. We closed the offering on April 30, 2003, raising a total of $75,000
for the sale of 750,000 shares at a price of $0.10 per share. The offering was
fully subscribed for.
We currently have no revenue from operations, we are in a start-up phase with
our existing assets and we have no significant assets, tangible or intangible.
There can be no assurance that we will generate revenues in the future, or that
we will be able to operate profitably in the future, if at all. We have incurred
net losses in each fiscal year since inception of our operations.
We are creating a business as a retailer of specialty personal care products.
These products are designed for the use of consumers who are sensitive to
certain chemical additives commonly found in mass produced personal care
products. Our Company intends to sell products that will provide customers with
alternative products that have been manufactured without certain compounds that
may cause irritation for the consumer.
We are initially planning to offer two parallel types of products for sale to
consumers. The first is a line of specialty products based on the naturally
moisturizing properties of goat's milk. This by-product of the production of
milk, cheese and yogurt is a super-rich milk and is appropriate for cosmetic
uses. It is believed that the goat's milk contains naturally occurring proteins
and compounds that are absorbed by the skin, resulting in a natural moisturizing
effect. This product line may consist of goat's milk soaps, goat's milk
moisturizing lotions, goat's milk body wash and goat's milk foaming milk bath.
The second is an assortment of personal care products that do not contain
certain chemical compounds believed to be irritants to the consumers. If a
consumer believes that certain chemical compounds found in body care products
are irritants to their skin, they will be able to purchase alternative personal
care products that are manufactured using different methods and ingredients.
In order to continue with our revised business plan, we will likely require
additional equity or debt funding within approximately 9-12 months. There can be
no assurance we will be successful in obtaining additional financing on
favorable terms, if at all. We have limited funds to maintain our own ongoing
expenses, and we currently have significant liabilities related to our ongoing
software development and our stem cell license agreement. Without an infusion of
new capital, we will not be able to maintain current operations beyond these
periods.
8
Management Discussion and Analysis
The following discussion of the plan of operation, financial condition, results
of operations, cash flows and changes in financial position of our Company
should be read in conjunction with our most recent financial statements and
notes appearing elsewhere in this Form 10-QSB; and our 10-KSB for March 31,
2003.
At June 30, 2003, we had working capital of $50,229, compared to working capital
of $4,264 at March 31, 2003.
At June 30, 2003, our total assets consisted of $76,912 of cash and $5,493 of
prepaid expenses. This compares with our assets at June 30, 2002 of $16,536,
consisting of cash of $961 and deferred offering costs of $15,575.
At June 30, 2003, our total current liabilities increased to $32,176 from $nil
at March 31, 2003, as we ramped up our operations.
We have not had revenues from inception. Although there may be insufficient
capital to execute our business plan, we expect to survive with funding from
sales of securities and, as necessary or from shareholder loans.
We do not anticipate making any major purchases of capital assets in the next 12
months, or conducting any research and development directly. Our current
corporate employee count is likely to change because of the expansion of the
scope of our current business plan.
Results of Operations
Our company posted losses of $29,035 for the three months ended June 30, 2003,
compared with the losses of $4,808 for the comparable three month period in
2002. From inception to June 30, 2003 we incurred losses of $43,771. The
principal component of losses for the three month period ended June 30, 2003 was
marketing expenses of $18,207, professional fees of $4,407 and $3,000 for
website development. Our marketing expenses include costs for the review of
potential distributors and for samples provided to potential distributors.
ITEM 3. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this quarterly
report, and, based on their evaluation, our principal executive officer and
principal financial officer have concluded that these controls and procedures
are effective. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.
Disclosure controls and procedures are 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 Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange 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 us in the reports that we
file under the Securities Exchange Act of 1934 is accumulated and communicated
to our management, including our principal executive office and principal
officer, as appropriate to allow timely decisions regarding required disclosure.
9
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None.
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On April 30,2003 we completed our offering for 750,000 shares of common stock of
our company at a price of $0.10 per share. The shares were offered under a SB-2
made effective December 24, 2002. The offering was fully subscribed for and we
received $75,000.00 in cash.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We submitted no matters to a vote of security holders during the quarter ended
June 30, 2003.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Pursuant to Rule 601 of Regulation SB, the following exhibits are included
herein or incorporated by reference.
Exhibit
Number Description
------ ------------
3.1 Articles of Incorporation*
3.2 By-laws*
10.1 Form of Subscription Agreement*
99.1 CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
99.2 CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
99.3 CERTIFICATION OF CHIEF FINANCIAL OFFICER and CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
* Incorporated by reference to our SB2 Registration Statement Amendment 4
filed on December 24, 2002, SEC File Number 333-91356.
10
Reports on Form 8-K
None.
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, on this 6th day of August,
2003.
OLD GOAT ENTERPRISES INC.
Date: August 6, 2003 By: /s/ Dennis Cox
-----------------------------------
Dennis Cox, Chief Executive Officer
By: /s/ Laurel Blanchard
-----------------------------------
Laurel Blanchard, Chief Financial
Officer
11
EXHIBIT 99.1
CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Dennis Cox, certify that:
1. I have reviewed this quarterly report on Form 10 QSB of Old Goat
Enterprises Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this report whether or not there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: August 6, 2003
/s/ Dennis Cox
-------------------------
Dennis Cox, President and CEO
12
EXHIBIT 99.2
CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Laurel Blanchard, certify that:
1. I have reviewed this quarterly report on Form 10 QSB of Old Goat
Enterprises Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this report whether or not there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: August 6, 2003
/s/ Laurel Blanchard
--------------------------------
Laurel Blanchard, Chief Financial Officer
13
EXHIBIT 99.3
CERTIFICATION OF CHIEF FINANCIAL OFFICER and CHIEF EXECUTIVE
OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Report of Old Goat Enterprises Inc. (the "Company") on
Form 10-QSB for the quarter ended June 30, 2003, as filed with the Securities
and Exchange Commission on the date hereof (the "Periodic Report"), I, Dennis
Cox, Chief Executive Officer of the Company, and I, Laurel Blanchard, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. the Periodic Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Periodic Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
Dated: August 6, 2003 /s/ Dennis Cox
-----------------------------
Dennis Cox, President and CEO
/s/ Laurel Blanchard
-----------------------------
Laurel Blanchard, CFO
14