U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-QSB
(Mark One)
[X] Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended:
September 30, 2006
[ ] Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from
to
--------------- ----------------.
Commission File No: 33-9640-LA
AMERICAN BUSINESS CORPORATION
-----------------------------
(Name of small business in its charter)
Colorado 90-0249312
-------- ----------
(State or other jurisdiction (IRS Employer Id. No.)
of incorporation)
11921 Brinley Avenue, Louisville, KY 40243
-------------------------------------------
(Address of Principal Office including Zip Code)
Issuer's telephone Number: (502) 410-6900
--------------
Check whether the Registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes (X ) No ( )
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes (X) No ( )
Check whether the Registrant filed all documents and reports required
to be filed by Section 12, 13, or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes ( ) No (X)
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
Common Stock, $.001 par value, 69,870,517 shares at September 30, 2006
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [X].
AMERICAN BUSINESS CORPORATION
FORM 10-QSB - QUARTER ENDED SEPTEMBER 30, 2006
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements..........................................2
Condensed Balance Sheets at September 30, 2006
(unaudited) and December 31, 2005.............................3
Condensed Statements of Operations for the
Nine Months and Three Months Ended
September 30, 2006 and 2005 (unaudited).......................4
Condensed Statement of Stockholders' Deficit for
the Nine Months Ended September 30, 2006 (unaudited)..........5
Condensed Statements of Cash Flows for the Nine
Months Ended September 30, 2006 and 2005 (unaudited)..........6
Notes to Condensed Financial Statements.......................7
Item 2. Managemen's Discussion and Analysis...........................9
Item 3. Controls and Procedures .....................................11
PART II - OTHER INFORMATION
Item 6. Exhibits.....................................................12
SIGNATURES
SIGNATURES...................................................12
EXHIBITS..................................................13-14
--------------------------
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The unaudited condensed balance sheet of the Registrant as of September
30, 2006, the audited balance sheet at December 31, 2005, and the
unaudited condensed statements of operations, stockholders' deficit,
and cash flows for the nine and three month periods ended September 30,
2006 and 2005 follow. The unaudited condensed financial statements
reflect all adjustments that are, in the opinion of management,
necessary to a fair statement of the results for the interim periods
presented.
2
AMERICAN BUSINESS CORPORATION
CONDENSED BALANCE SHEETS
111:
112:
[unaudited]
September 30, December 31,
Assets 2006 2005
------------- ------------
Current assets -
Cash $ 649 $ 649
------------- ------------
Total current assets 649 649
------------- ------------
Equipment, net 12,524 15,939
------------- ------------
Total assets $ 13,173 $ 16,588
============= ============
Liabilities and Stockholders' Deficit
Current liabilities
Accrued expenses $ 139,376 $ 425,564
Accrued interest 5,088,252 4,433,871
Due to related parties 4,537,420 4,211,671
Notes payable in default 6,311,460 6,311,460
Redeemable Series B,D and E Preferred
Stock, including accrued premium and
penalties of $10,860,302 and $9,679,052
in 2006 and 2005, respectively 16,110,302 14,929,052
Estimated liabilities for claims
and litigation 1,874,845 1,588,657
------------- ------------
Total current liabilities 34,061,655 31,900,275
------------- ------------
Stockholders' deficit
Preferred stock, no par value; 10,000,000
shares authorized, 545,250 shares of
Series A through E issued and outstanding
in 2006 and 2005 135,076 135,076
Common stock, par value $.001 per share;
500,000,000 shares authorized, 69,870,517
shares issued and outstanding in 2006
and 2005 69,870 69,870
Additional paid-in capital 14,872,987 14,872,987
Accumulated deficit (49,126,415) (46,961,620)
------------- ------------
Total stockholders' deficit (34,048,482) (31,883,687)
------------- ------------
Total liabilities and
stockholders' deficit $ 13,173 $ 16,588
============= ============
See notes to condensed financial statements.
3
AMERICAN BUSINESS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
Nine Months Ended Three Months Ended
September 30, September 30,
------------- -------------
2005 2005
2006 RESTATED 2006 RESTATED
----------- ----------- ----------- -----------
Revenues $ - $ - $ - $ -
----------- ----------- ----------- -----------
Operating Expenses:
Administrative expenses 226,757 311,597 87,661 118,737
Depreciation and amortization 3,415 3,415 1,139 1,139
Interest expense 1,934,623 1,929,065 645,367 643,596
----------- ----------- ----------- -----------
Total operating expenses 2,164,795 2,244,077 734,167 763,472
----------- ----------- ----------- -----------
Net loss $(2,164,795) $(2,244,077) $ (734,167) $ (763,472)
=========== =========== =========== ===========
Net loss per common share -
basic and fully-diluted $ (0.03) $ (0.03) $ (0.01) $ (0.01)
=========== =========== =========== ===========
Weighted average number of
common shares outstanding -
basic and fully-diluted 69,870,517 69,870,517 69,870,517 69,870,517
=========== =========== =========== ===========
See notes to condensed financial statements.
4
AMERICAN BUSINESS CORPORATION
CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
Preferred Stock Additional Total
Series A - E Common Stock Paid-in Accumulated Stockholders'
Shares Amount Shares Amount Capital Deficit Deficit
--------- ------- ---------- ------- ---------- ------------ -----------
Balance,
December 31,
2005 545,250 $135,076 69,870,512 $ 69,870 $14,872,987 $ (46,961,620) $(31,883,687)
(unaudited)
Net loss -
nine months ended
September 30,
2006 - - - - - (2,164,795) (2,164,795)
--------- ------- ---------- ------- ---------- ------------ ------------
Balance,
September 30,
2006 545,250 $135,076 69,870,512 $ 69,870 $14,872,987 $ (49,126,415) $(34,048,482)
========= ======= ========== ======== ========== ============ ============
See notes to condensed financial statements.
5
AMERICAN BUSINESS CORPORATION
STATEMENTS OF CASH FLOWS
[Unaudited]
Nine Months Ended
September 30,
-----------------
2005
2006 RESTATED
------------- ------------
Cash flows from operating activities -
Net loss $ (2,164,795) $ (2,244,077)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization expense 3,415 3,415
Changes in operating assets and liabilities:
Accrued expenses (286,188) 95,000
Estimated liability for claims
and litigation 286,188 --
Accrued interest 654,381 747,815
Accrued premium and penalties on
Redeemable Preferred Stock 1,181,250 1,181,250
------------- ------------
Net cash used in operating activities (325,749) (216,597)
------------- ------------
Cash flows from financing activities
Net proceeds from related parties 325,749 209,835
------------- ------------
Net cash provided by financing activities 325,749 209,835
------------- ------------
Net change in cash -- (6,762)
Cash at beginning of period 649 6,845
------------- ------------
Cash at end of period $ 649 $ 83
============= ============
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES
None.
See notes to condensed financial statements.
6
AMERICAN BUSINESS CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
Note 1 - Basis of presentation
The interim financial statements included herein are presented in
accordance with accounting principles generally accepted in the United
States of America and have been prepared by the Registrant, without
audit, pursuant to the rules and regulations of the Securities and
Exchange Commission (the "SEC"). Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although
the Registrant believes that the disclosures are adequate to make the
information presented not misleading.
These statements reflect all adjustments, consisting of normal
recurring adjustments, which, in the opinion of management, are
necessary for fair presentation of the information contained therein.
The Registrant's operating results for the nine and three months ended
September 30, 2006, and 2005 are not necessarily indicative of the
results that may be or were expected for the years ended December 31,
2006, and 2005. It is suggested that these interim financial statements
be read in conjunction with the audited financial statements and notes
thereto of the Registrant included in its Form 10-KSB for the period
ended December 31, 2005
Note 2 - Estimates
In preparing the enclosed condensed financial statements in accordance
with U.S. generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and
Article 10 of Regulation S-X, management must make estimates and
assumptions. These estimates and assumptions affect the amounts
reported for assets, liabilities, revenues and expenses, as well as
affecting the disclosures provided. Future results could differ from
the current estimates.
Note 3 - Restatement
During 2005, the Company's management determined that previously
reported financial position and results of operations were materially
misstated as a result of an accounting error attributable to the
failure, since March 2002, to accrue interest, penalties and redemption
premium on the Company's defaulted notes payable and Series B, D and E
Preferred Stock. Management has analyzed and corrected the Company's
internal financial reporting system. The following is a summary of the
affect of this restatement on the nine and three months ended September
30, 2005:
7
As Previously Net Effect of As
Reported Restatement Restated
Nine Months Ended ------------- ------------- ----------
September 30,2005
Interest expense $ 93,434 $ 1,835,631 $ 1,929,065
Net loss (408,446) (1,835,631) (2,244,077)
Net loss per share:
Basic and fully diluted (0.00) (0.02) (0.02)
--------------------------------------
Three Months Ended
September 30, 2005
Interest expense 31,719 611,877 643,596
Net loss (151,595) (611,877) (763,472)
Net loss per share:
Basic and fully diluted (0.00) (0.01) (0.01)
--------------------------------------
Note 4 - Related Party Transactions
As previously reported, and by virtue of beneficial ownership of: (i)
11,689,729 shares of the Company's common stock, (ii) 900,000 common
shares issuable upon conversion of outstanding shares of Series A
Convertible preferred stock, and (iii) 45,000,000 common share voting
equivalents attributable to outstanding shares of Series C preferred
stock, or 49.7% of the Registrant's total capitalization, the
Registrant may be deemed to be controlled by Midwest Merger Management,
LLC, a Kentucky limited liability company and its affiliates
("Midwest").
In addition to the foregoing interest, effective December 31, 2005,
Midwest acquired the 6% Secured Convertible Note formerly owned by
Brentwood Capital Corp. The amount including accrued interest due
under the note at September 30, 2006 is $2,266,155, which may be
converted into common stock at the rate of $0.01 per share. If Midwest
converted that note into its common share equivalent at September 30,
2006, Midwest's ownership of the Company would increase to 83.0%.
In connection with its ongoing support of the Registrant's efforts to
reorganize, Midwest has advanced an aggregate of $4,537,420 to fund its
activities through and including the end of this fiscal quarter. At
September 30, 2006, the aggregate indebtedness to Midwest was as
follows:
6% Secured Convertible Note $2,266,155
Working capital advances 2,271,265
---------
$4,537,420
=========
The Registrant intends to settle its aggregate obligations to Midwest
in the course of its planned reorganization with a profitable privately
owned business (see Note 8 and 9).
Note 5 - Per Share Results
The common share equivalents associated with the Registrant's issued
and outstanding convertible notes and Preferred Stock were not included
in computing per share results as their effects were anti-dilutive.
8
Note 6 - Income Taxes (Benefits)
At December 31, 2005, the Registrant had available approximately
$34,700,000 of net operating loss carry-forwards, which expire between
December 31, 2008 and December 31, 2021, that may be used to reduce
future taxable income. Federal income tax regulations require the
Company's continued compliance with change in control and other
guidelines which, if not met, may significantly reduce the Company's
ability to utilize its loss carry-forward.
As discussed in Note 9, the Company's plans include the merger with
another profitable company which could impact the change of control
provisions under the Internal Revenue Code which could significantly
limit the future benefit of the loss carry-forwards.
Note 7 - Series B, D and E Preferred Stock
Pursuant to the provisions of their respective indentures, the Series
B, D and E Preferred Stock are entitled to receive a redemption premium
of 12% annually. The provisions of the Series B, D and E Preferred
Stock also allow the holders to redeem their shares upon the occurrence
of certain events including the Registrant's inability to issue free
trading common stock to such holders because the shares have not been
registered under the Securities Act. During such periods of non-
compliance, the Series B, D and E Preferred indentures entitle their
holders to specified penalties. As the effectiveness of a registration
statement under the Securities Act is outside of Registrant's control,
the Series B, D and E Preferred Stock, together with accrued premium
and penalties, have been classified on the Registrant's balance sheet
at December 31, 2005 and June 30, 2006, as a liability.
Note 8 - Going Concern
The Registrant's condensed financial statements have been presented on
the basis that it is a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal
course of business.
As shown in the accompanying financial statements, the Registrant had
negative working capital at September 30, 2006, of $(34,061,006). In
addition, the Registrant has incurred an accumulated deficit of
$(49,126,415) through September 30, 2006. The Registrant is dependent
upon the efforts of Midwest to fund its continued survival. The
Registrant's ability to continue to receive this level of support from
Midwest is uncertain. The condensed financial statements do not
include any adjustments that might be necessary if the Registrant is
unable to continue as a going concern (see Note 7).
Note 9 - Bankruptcy Proceedings
On August 28, 2006 the Company reported on Form 8-K that it had been
served, on August 28, 2006, with notice that three of its creditors
filed an Involuntary Petition for relief under Chapter 7 of the U.S.
Bankruptcy Code in the United States Court for the Western District of
Kentucky in Louisville, KY on August 23, 2006 (Case Number 06-32184).
The Company has 20 days from the date of service to examine the
9
veracity of the claims of the three petitioners, of which one is
Midwest, and respond to the Petition before the Bankruptcy Court.
On September 18, 2006, we responded to the Petition acknowledging that
we were indebted to the Petitioners. However, the Company has been
paying its creditors as agreed or is seeking an agreeable basis for
payment with remaining creditors. To that extent, the Company has
requested the Bankruptcy Court supervision sought by Petitioners be
pursuant to Chapter 11 instead of Chapter 7 of the Bankruptcy Code.
On October 30, 2006, the Bankruptcy Court approved our request.
We plan to vigorously defend our plans to combine with a profitable,
privately owned business and have no reason to believe that Midwest's
participation in the involuntary petition precludes its continued
support of our efforts.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion contains forward-looking statements regarding
the Registrant, its business, prospects and results of operations that
are subject to certain risks and uncertainties posed by many factors
and events that could cause the Registrant's actual business, prospects
and results of operations to differ materially from those that may be
anticipated by such forward-looking statements. Factors that may
affect such forward-looking statements include, without limitation, the
Registrant's ability to resolve the affairs of its creditors and other
investors; or to locate and thereafter negotiate and consummate a
business combination with a profitable privately owned company.
When used in this discussion, words such as "believes," "anticipates,"
"expects," "intends," and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of
identifying forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak
only as of the date of this report. The Registrant undertakes no
obligation to revise any forward-looking statements in order to reflect
events or circumstances that may subsequently arise. Readers are urged
to carefully review and consider the various disclosures made by us in
this report and other reports filed with the SEC that attempt to advise
interested parties of the risks and factors that may affect the
Registrant's business.
Nine Months Ended September 30, 2006 and 2005:
Revenue - As a direct result of the Registrant's inability to continue
its failing freight transportation services beyond November 2000, the
Registrant had no revenues during either the nine months ended
September 30, 2006 ("9M6") or the nine months ended September 30, 2005
("9M5"). The Registrant continues working through the restructure of
its debt and the mitigation of outstanding claims and litigation.
Expenses and Income Taxes - Operating expenses for 9M6 were $2,164,795
compared to $2,244,077 (Restated) for 9M5. This level of expenses is
consistent with the Registrant's strategy of redirecting its focus
toward becoming a candidate to acquire or merge with a profitable,
10
privately-held business operation. Accordingly, the Registrant's
recurring administrative expenses include: (i) accrued interest on its
defaulted notes and accrued premium and penalties relating to its
Series B, D and E preferred stock, (ii) professional fees (legal and
accounting) and management fees associated with the resolution of the
Registrant's affairs with its former creditors and investors,
maintenance of reporting requirements and good standing, (iii)
ancillary expenses, and (iv) minimum franchise taxes.
Net Loss - As a result of the foregoing, the Registrant experienced a
net loss of $(2,164,795) for 9M6 compared to a net loss of $(2,244,077)
for 9M5 (Restated). When related to the weighted average number of
common shares outstanding during each period, per share results were a
net loss of $(0.03) for both periods.
Quarters Ended September 30, 2006 and 2005:
Revenue - As a direct result of the Registrant's inability to continue
its failing freight transportation services beyond November 2000, the
Registrant had no revenues during either the third quarter ended June
30, 2006 ("3Q6") or the third quarter ended September 30, 2005 ("3Q5").
The Registrant continues working through the restructure of its debt
and the mitigation of outstanding claims and litigation.
Expenses and Income Taxes - Operating expenses for 3Q6 were $734,167
compared to $763,472 (Restated) for 3Q5. This level of expenses is
consistent with the Registrant's strategy of redirecting its focus
toward becoming a candidate to acquire or merge with a profitable,
privately-held business operation. Accordingly, the Registrant's
recurring administrative expenses include: (i) accrued interest on its
defaulted notes and accrued premium and penalties relating to its
Series B, D and E preferred stock, (ii) professional fees (legal and
accounting) and management fees associated with the resolution of the
Registrant's affairs with its former creditors and investors,
maintenance of its reporting requirements, and good standing, (iii)
other ancillary expenses, and (iv) the payment of minimum franchise
taxes.
Net Loss - As a result of the foregoing, the Registrant experienced a
net loss of $(734,167) for 3Q6 compared to a net loss of $(763,472) for
3Q5 (Restated). When related to the weighted average number of common
shares outstanding during each period, per share results were a net
loss of $(0.01) for both periods.
Liquidity and Capital Resources
The Registrant does not have any capital resources. Consistent with
the inability to continue its failed freight transportation services
business beyond November 2000, and its subsequent disposition of its
remaining interest in that operation in connection with funding of the
GE Credit Corp. settlement in September 2002, the Registrant's
principal activity has been centered in resolving the claims of its
former creditors so it may seek a new business combination. In this
connection, Midwest has agreed to provide Registrant with reasonable
legal, accounting and administrative resources to resolve its affairs
while it conducts its search for a business combination candidate.
11
In connection with resolving its affairs, the Company has quantified
its remaining liability for claims and litigation arising from its
failed transportation business to approximate $1,875,000 at September
30, 2006. The adequacy of this liability is reviewed quarterly by the
Company's management and, in view of the Company's pending bankruptcy
proceedings, the remaining claims will be dealt with in an orderly
fashion under the supervision of the court.
The Registrant is entirely dependent upon: (i) Midwest providing the
Registrant with certain advisory services in connection with the
resolution of its affairs on favorable terms; (ii) the willingness of
Midwest to provide the Registrant with certain office and
administrative facilities and to fund virtually all of the Registrant's
settlements with its creditors; and (iii) the Registrant's successful
implementation of a business combination with a profitable operating
company. There can be no assurances that Midwest will be successful
in resolving all or substantially all of Registrant's affairs, that it
will fund any further settlements, or that the combined efforts of
Midwest and the Registrant will lead to a successful business
combination.
Midwest has advanced the Registrant $4,537,420 at September 30, 2006,
$121,152 of which evidences its continued support during 3Q6. As
previously reported, Midwest was one of the petitioners seeking relief
pursuant to Chapter 7 of the Bankruptcy Code. Nonetheless, Midwest
consented to the Company's reorganization pursuant to Chapter 11 with
the understanding that its dominant creditor position may only be
resolved with the consent of the Bankruptcy court.
Item 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Registrant maintains controls and procedures designed to ensure
that information required to be disclosed in the reports that the
Registrant files or submits under the Securities Exchange Act of 1934,
as amended, is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the Securities and
Exchange Commission. Based upon their evaluation of those controls and
procedures performed as of the end of the period covered by this
report, the Chief Executive and Chief Financial officers of the
Registrant concluded that the Registrant's disclosure controls and
procedures were effective as more further described in Rule 13a-15(c)
of the Securities Exchange Act of 1934.
(b) Changes in Internal Controls
The Registrant made no significant changes in its internal controls or
in other factors that could significantly affect these controls
subsequent to the date of the evaluation of those controls by the Chief
Executive and Chief Financial officers.
12
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
31.1 - Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
31.2 - Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
American Business Corporation
By: /s/ Anthony R. Russo
--------------------------
Chief Executive Officer, and Director
By: /s/ Anthony R. Russo
--------------------------
Chief Financial Officer
Dated: November 14, 2006
13
EXHIBIT 31.1
AMERICAN BUSINESS CORPORATION
CERTIFICATIONS PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Anthony R. Russo, the Registrant's Chief Executive and Chief
Financial Officer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of American
Business Corporation;
2. Based on my knowledge, this quarterly 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 quarterly 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 quarterly report; and
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the Registrant and have:
a) Designed and recently commenced the implementation of such
disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under my supervision, to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to me by others within those
entities, particularly during the period in which this quarterly report
is being prepared; and
b) Evaluated the increasing effectiveness of the Registrant's
disclosure controls and procedures and presented in this report my
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based
on such evaluation.
Dated: November 14, 2006
/s/ Anthony R. Russo
--------------------------
Chief Executive Officer
and Chief Financial Officer
14
EXHIBIT 32.1
AMERICAN BUSINESS CORPORATION
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Business
Corporation on Form 10-QSB for the quarterly period ended September 30,
2006, as filed with the Securities and Exchange Commission on November
14, 2006 (the "Report"), the undersigned, in the capacities and on the
dates indicated below, hereby certifies pursuant to 18 U.S.C. section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2003, that:
(1) The Report fully complies with requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
American Business Corporation.
Date: November 14, 2006
/s/ Anthony R. Russo
-----------------------------
Chief Executive Officer
and Chief Financial Officer
15