Attached files
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EX-31.2 - VIPER POWERSPORTS INC | v186432_ex31-2.htm |
EX-32.1 - VIPER POWERSPORTS INC | v186432_ex32-1.htm |
EX-31.1 - VIPER POWERSPORTS INC | v186432_ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
1O-Q
x QUARTERLY REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
quarterly period ended March 31, 2010
Commission
File No. 000-51632
VIPER
POWERSPORTS INC.
(Exact
name of small business issuer as specified in Its charter)
Nevada
|
41-1200215
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
10895
Excelsior Blvd, Ste. 203, Hopkins, Minnesota
|
55343
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(952)
938-2481
(Issuer’s
telephone number)
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
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes x No
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). The registrant has not been
phased into the Interactive Data reporting system. Yes ¨ No
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large
Accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
(Do not check if a smaller reporting company)
|
|
Smaller
reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
l2b-2 of the Exchange Act). Yes ¨ No
x
The
number of shares of common stock outstanding was 13,588,962 as of March 31,
2010.
Transitional
Small Business Disclosure Format (check one): Yes ¨ No
x
TABLE
OF CONTENTS
PART
I: FINANCIAL INFORMATION
|
3
|
Item
1. Financial Statements
|
3
|
Item
2. Management’s Discussion and Analysis
|
7
|
Item
3. Controls and Procedures
|
19
|
PART
II: OTHER INFORMATION
|
20
|
Item
6. Exhibits
|
20
|
SIGNATURE:
|
21
|
INDEX
TO EXHIBITS
|
22
|
Exhibit
31.1
|
|
Exhibit
31.2
|
|
Exhibit
32.1
|
2
PART
1: FINANCIAL INFORMATION
Item 1: Financial
Statements
Viper
Powersports Inc.
(A
Development Stage Company)
Consolidated
Balance Sheets
March 31, 2010
|
December 31, 2009
|
|||||||
(Unaudited)
|
Audited
|
|||||||
Assets
|
||||||||
Current
Assets:
|
||||||||
Cash
|
$ | 232,493 | $ | 100,162 | ||||
Accounts
receivable
|
288,223 | 212,675 | ||||||
Inventory
and supplies
|
463,752 | 540,969 | ||||||
Prepaid
expenses and other
|
240,058 | 61,570 | ||||||
Total
Current Assets:
|
1,224,526 | 915,376 | ||||||
Fixed
Assets:
|
||||||||
Office
& computer equipment
|
119,835 | 119,835 | ||||||
Manufacturing
and development equipment
|
273,759 | 273,759 | ||||||
Vehicles
|
101,799 | 101,799 | ||||||
Leasehold
improvements
|
90,446 | 90,446 | ||||||
Accumulated
depreciation
|
(476,557 | ) | (471,152 | ) | ||||
Total
Fixed Assets:
|
109,282 | 114,687 | ||||||
Other
Assets:
|
||||||||
Rental
deposit and other
|
4,010 | 4,010 | ||||||
Total
Other Assets:
|
4,010 | 4,010 | ||||||
Total
Assets:
|
$ | 1,337,818 | $ | 1,034,073 | ||||
Liabilities and Stockholders’
Deficit
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable
|
$ | 242,571 | $ | 358,167 | ||||
Accrued
liabilities
|
102,124 | 125,612 | ||||||
Notes
payable – related party
|
232,267 | 439,353 | ||||||
Notes
payable
|
424,512 | 150,000 | ||||||
Short-term
notes payable, less discount of $170,541 and $0,
respectively
|
687,654 | - | ||||||
Current
portion of capital lease
|
2,987 | 4,052 | ||||||
Total
Current Liabilities:
|
1,692,115 | 1,077,184 | ||||||
Long-Term
Liabilities:
|
||||||||
Note
Payable
|
29,921 | 29,921 | ||||||
Total Long-Term
Liabilities
|
29,921 | 29,921 | ||||||
Total
Liabilities:
|
1,722,036 | 1,107,105 | ||||||
Stockholders’
Deficit:
|
||||||||
Preferred
stock, $.001 par value; authorized 20,000,000 shares;
0
issued and outstanding
|
- | - | ||||||
Common
stock, $.001 par value; authorized 25,000,000 shares;
13,714,162
and 13,408,962 issued and outstanding, respectively
|
13,714 | 13,409 | ||||||
Additional
paid in capital
|
32,961,735 | 32,185,691 | ||||||
Accumulated
deficit during the development stage
|
(33,359,667 | ) | (32,272,132 | ) | ||||
Total
Stockholders’ Deficit:
|
(384,218 | ) | (73,032 | ) | ||||
Total
Liabilities and Stockholders’ Deficit:
|
$ | 1,337,818 | $ | 1,034,073 |
See
accompanying notes to the financial statements
3
Viper
Powersports Inc.
(A
Development Stage Company)
Consolidated
Statements of Operations
(Unaudited)
Three Months Ended
|
Cumulative from
Inception
November 18, 2002
|
|||||||||||
March 31, 2010
|
March 31,
2009
|
through
March 31, 2010
|
||||||||||
Revenue
|
$ | 128,979 | $ | 0 | $ | 1,183,073 | ||||||
Cost
of Revenue
|
126,455 | 0 | 1,138,012 | |||||||||
Gross
profit:
|
2,524 | 0 | 45,061 | |||||||||
Operating
Expense:
|
||||||||||||
Research
and development cost
|
316,949 | 23,276 | 5,589,641 | |||||||||
Selling,
general and administrative
|
371,082 | 312,793 | 19,117,296 | |||||||||
Loss
on impairment of assets
|
0 | 0 | 7,371,689 | |||||||||
Total
Operating Expense:
|
688,031 | 336,069 | 32,078,626 | |||||||||
Loss
from operations:
|
(685,507 | ) | (336,069 | ) | (32,033,565 | ) | ||||||
Other
(expenses) income:
|
||||||||||||
Interest
expense
|
(111,987 | ) | (7,656 | ) | (1,362,117 | ) | ||||||
Loss
on sale of assets
|
0 | 0 | (18,994 | ) | ||||||||
Accretion
of debt discount
|
(78,109 | ) | 0 | (78,109 | ) | |||||||
Beneficial
conversion feature on loan
|
(212,000 | ) | 0 | (212,000 | ) | |||||||
Other
income (expense)
|
68 | 1,905 | 345,118 | |||||||||
Total
other (expense) income:
|
(402,028 | ) | (5,751 | ) | (1,326,102 | ) | ||||||
Net
Loss:
|
$ | (1,087,535 | ) | $ | (341,820 | ) | $ | (33,359,667 | ) | |||
Net
Loss Per Common Share:
|
||||||||||||
Basic
and diluted
|
$ | (0.08 | ) | $ | (0.04 | ) | ||||||
Weighted
Average Shares
|
||||||||||||
Common
Stock Outstanding
|
13,583,797 | 7,837,690 |
See
accompanying notes to the financial statements.
4
Viper
Powersports Inc.
(A
Development Stage Company)
Statement
of Cash Flows
(Unaudited)
Three Months Ended
|
Cumulative from
Inception
|
|||||||||||
March 31,
2010
|
March 31,
2009
|
November 18, 2002 through
March 31, 2010
|
||||||||||
Cash
Flows Used in Operating Activities:
|
||||||||||||
Net
loss
|
$ | (1,087,535 | ) | $ | (341,820 | ) | $ | (32,920,479 | ) | |||
Expenses
not requiring an outlay of cash:
|
||||||||||||
Depreciation
|
5,405 | 22,149 | 546,169 | |||||||||
Stock
warrants issued for compensation
|
90,500 | 133,575 | 8,532,936 | |||||||||
Accrued
interest
|
8,195 | 0 | 8,195 | |||||||||
Beneficial
conversion feature on convertible loan
|
212,000 | 0 | 212,000 | |||||||||
Accretion
of debt discount
|
78,109 | 0 | 78,109 | |||||||||
Impairment
loss
|
0 | 0 | 7,371,689 | |||||||||
Changes
to operating assets and liabilities:
|
||||||||||||
Decrease
(increase) in accounts receivable
|
(75,548 | ) | 0 | (289,490 | ) | |||||||
Decrease
(increase) in supplies and prepaids
|
77,217 | (78,834 | ) | (458,247 | ) | |||||||
Decrease
(increase) in rental deposits and other prepaids
|
(81,063 | ) | (18,501 | ) | (121,376 | ) | ||||||
Increase
(decrease) in accounts payable
|
(115,596 | ) | 56,370 | 367,577 | ||||||||
Increase
(decrease) in accrued liabilities
|
(23,488 | ) | 38,006 | 146,567 | ||||||||
Cash
flows used in operating activities
|
(911,804 | ) | (189,055 | ) | (16,824,654 | ) | ||||||
Cash
Flows Used in Investing Activities:
|
||||||||||||
Loss
from sale of fixed assets
|
0 | 0 | 18,994 | |||||||||
Purchase
of intellectual property
|
0 | 0 | (35,251 | ) | ||||||||
Purchase
of fixed assets
|
0 | 0 | (823,925 | ) | ||||||||
Cash
flows used in investing activities
|
0 | 0 | (690,182 | ) | ||||||||
Cash
Flows from Financing Activities:
|
||||||||||||
Net
proceeds from sale of stock
|
225,200 | 165,627 | 10,712,902 | |||||||||
Funding
from Thor Performance for engine development
|
0 | 0 | 150,000 | |||||||||
Proceeds
from notes payable
|
850,000 | 0 | 1,102,169 | |||||||||
Payments
on notes payable
|
(25,000 | ) | (37,500 | ) | (214,705 | ) | ||||||
Payments
on stockholder loans and capital leases
|
(6,065 | ) | (1,058 | ) | (644,082 | ) | ||||||
Proceeds
from Loans from Stockholders
|
350,000 | 64,839 | 6791,046 | |||||||||
Cash
flows from financing activities
|
1,044,135 | 191,908 | 17,747,330 | |||||||||
Net
Increase (decrease) in cash
|
132,331 | 2,853 | 232,493 | |||||||||
Cash
at beginning of period
|
100,162 | 368 | 0 | |||||||||
Cash
at end of period
|
$ | 232,493 | $ | 3,221 | ) | $ | 232,493 | |||||
Supplemental
Non-Cash Financing Activities and Cash Flow Information:
|
||||||||||||
Capital
Stock issued for Debt & Expenses
|
$ | 0 | $ | 0 | $ | 8,382,009 | ||||||
Common
Stock issued for Engine Development Technology
|
$ | 0 | $ | 0 | $ | 7,341,437 | ||||||
Stock
Warrants Issued with Convertible Debt
|
$ | 0 | $ | 0 | $ | 132,201 | ||||||
Equipment
Acquired via capital lease
|
$ | 0 | $ | 0 | $ | 304,740 | ||||||
Interest
paid
|
$ | 13,636 | $ | 7,656 | $ | 784,988 |
See
accompanying notes to the financial statements
5
Viper
Powersports Inc.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
A. Basis
of Presentation
The
consolidated balance sheet as of March 31, 2010, the consolidated statements of
operations for the three month periods ended March 31, 2010 and 2009 and the
consolidated statements of cash flows for the three month periods ended March
31, 2010 and 2009 have been prepared by Viper Powersports Inc. , (the ‘Company”)
without audit. In the opinion of management, all adjustments (consisting only of
normal recurring accruals) necessary to present fairly the financial position,
as of March 31, 2010 and results of operations and cash flows for the three
month periods ended March 31, 2010 and 2009 presented herein have been
made.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. These financial
statements should be read in conjunction with the Company’s financial statements
and notes thereto included in the Annual Report on Form 10-K of the Company for
the fiscal year ended December 31, 2009.
B. Going
Concern
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. The Company has no current revenues and has a
negative working capital position of $711,595 as of March 31, 2010. Current cash
and cash available is not sufficient to fund operations beyond a short period of
time. These conditions create uncertainty as to the Company’s ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
C. Common
Stock Transactions
During
the three months ended March 31, 2010, the Company issued 563,000 shares of
common stock for $225,200 in cash.
6
Item
2: Management’s Discussion and Analysis
The
following discussion should be read and considered along with our consolidated
financial statements and related notes included in this 1O-Q. These financial
statements were prepared in accordance with United States Generally Accepted
Accounting Principles (U.S. GAAP). This discussion and analysis contains
forward-looking statements that involve risks, uncertainties and assumptions.
Our actual results may differ substantially from those anticipated in these
forward-looking statements as a result of various factors including those set
forth in the “Risk Factors” section of our Form 10-K filing for December 31,
2008.
Business
Development Overview
Viper
Powersports Inc., formerly ECCO Capital Corporation (“ECCO”), was incorporated
in Nevada in 1980 under a former name. ECCO ceased all active
operation in 2001 and remained inactive until its stock exchange acquisition of
Viper Motorcycle Company in early 2005, incident to which it changed it name to
Viper Powersports Inc.
Effective
March 31, 2005, Viper Powersports Inc. acquired all of the outstanding capital
stock of Viper Motorcycle Company, a Minnesota corporation, resulting in Viper
Motorcycle Company becoming a wholly-owned subsidiary of Viper Powersports Inc.
For accounting and operational purposes, this acquisition was a recapitalization
conducted as a reverse acquisition of Viper Powersports Inc. with Viper
Motorcycle Company being regarded as the acquirer. Consistent with
reverse acquisition accounting, all of the assets, liabilities and accumulated
deficit of Viper Motorcycle Company are retained on our financial statement as
the accounting acquirer. Since Viper Powersports Inc. had no assets or
liabilities at the time of this acquisition, its book value has been stated as
zero on the recapitalized balance sheet. The stock exchange for this
reverse acquisition was affected on a one-for-one basis, resulting in the
stockholders of Viper Motorcycle Company exchanging all of their outstanding
capital stock for an equal and like amount of capital stock of Viper Powersports
Inc. This resulted in the former shareholders of Viper Motorcycle Company
acquiring approximately 94% of the resulting combined entity.
Viper
Performance Inc. was incorporated by us in March 2005 as a wholly-owned
Minnesota corporation. We organized and incorporated Viper Performance Inc. for
the purpose of receiving and holding the engine development technology and
related assets which we acquired from Thor Performance Inc.
As used
herein, the terms “we”, “us”, “our”, and “the Company” refer to Viper
Powersports Inc. and its two wholly-owned subsidiaries, unless the context
indicates otherwise.
Since our
inception in late 2002, we have been in the business of designing, developing
and commencing commercial marketing and production of premium custom V-Twin
motorcycles popularly known as “cruisers.” Our motorcycles will be
distributed and sold under our Viper brand through a nationwide network of
independent motorcycle dealers. Marketing of our motorcycles is
targeted toward the upscale market niche of motorcycle enthusiasts who prefer
luxury products and are willing to pay a higher price for enhanced performance,
innovative styling and a distinctive brand. We believe there is a
consistently strong demand for upscale or luxury motorcycle products like our
American-styled classic Viper cruisers and our premium V-Twin
engines. For example, the prestigious upscale Robb Report magazine
publishes a Robb Report Motorcycling magazine bi-monthly, which is targeted
exclusively to luxury motorcycle products.
We have
completed the development and extensive testing of proprietary V-Twin engines
including actual performance testing of the engines on our various motorcycles
models, and we have been very satisfied with their performance while powering
our cruisers during all kinds of street and highway running
conditions. Our proprietary V-Twin engines were designed and
developed by Melling Consultancy Design (MCD), a leading professional engine
design and development firm based in England.
After
undergoing an extensive engine emissions testing program for an entire year
conducted by a leading independent test laboratory in 2009, our proprietary
V-Twin engines recently satisfactorily passed and complied with all
noise and pollution emissions requirements of both the federal
Environmental Protection Agency (EPA) and the more stringent
emissions requirements of the California Air Resources Board
(CARB). Satisfying these standards constitutes a touchstone
achievement for the Company that we believe places us in a commanding
competitive position in the upscale custom motorcycle market.
We
commenced commercial marketing, very limited production and commercial shipment
of Viper motorcycles in 2009, and we currently hold material orders from our
Viper dealer base of fifteen first class motorcycle dealers. Our
current firm orders from Viper dealers exceed our remaining available production
capacity for 2010.
Strategic
Engine Development Joint Venture
In
January 2010 the Company’s subsidiary, Viper Motorcycle Company, entered into a
three-year Motorcycle Engine Manufacture and Supply Agreement with Ilmor
Engineering Inc. (the “Ilmor/Viper Contract”). Ilmor Engineering Inc.
(“Ilmor”) has been engaged for over 20 years in the design, development and
manufacture of high-performance engines, and Ilmor’s extensive precision
engineering and manufacturing facilities are located in suburban Detroit,
Michigan. The Company is very pleased to have completed this
strategic and valuable Ilmor/Viper Contract, since Ilmor is widely recognized as
one of the most successful race-engine design and
manufacturers.
7
Under a
previous written contract entered into by Ilmor and Viper in May 2009, Ilmor
began assembling all V-Twin engines used by Viper, and since then Ilmor has
conducted all of the Company’s engine product assembly. The initial May 2009
contract also contained a product development segment whereby Ilmor evaluated
our V-Twin engine to determine whether the parties should engage in a future
joint venture to develop and produce an upgraded model of the Viper
engine. Ilmor’s evaluation of our V-Twin engine through the initial
contract was favorable, and accordingly resulted in the current Ilmor/Viper
Contract, which provides for the exclusive manufacture and supply by Ilmor of a
Viper engine designed by Ilmor.
Under
the Ilmor/Viper Contract, Ilmor has assumed all design, development,
testing, quality control and manufacturing with respect to an upgraded
Ilmor-designed Viper V-Twin engine. Ilmor has completed design and development
operations and is now producing prototype models of this engine based on
specifications jointly developed by Ilmor and Viper. Under a payment schedule
extending through November 2012, the Company will pay Ilmor a total of $745,000
for the design, development and testing of this V-Twin engine and the Company is
current on all payments to Ilmor under this contract.
The
Company has approved and is well satisfied with the most recent prototype of the
Ilmor-designed Viper engine, and accordingly has ordered an initial commercial
shipment of these engines to be delivered in April-May 2010. Ilmor
agrees to manufacture and supply all V-Twin requirements of Viper and in turn
Viper must purchase all its engines exclusively from Ilmor. Ilmor will bear the
cost and expense of all tooling, parts and components to manufacture and supply
Viper engines until finished engines are invoiced and shipped to the Company. So
long as Viper satisfies certain minimum annual engine purchase requirements,
Ilmor shall not develop, manufacture or sell a similar V-Twin engine for itself
or any third party.
These
Ilmor-designed Viper engines will be labeled with an Ilmor brand, for which the
Company has been granted a non-exclusive paid-up license to use the Ilmor Mark
in connection with sale and distribution of Viper engines. All
intellectual property rights related to any Ilmor Marks, however, continue to be
owned exclusively by Ilmor. Engine pricing to be paid to Ilmor by
Viper will be determined annually based on the actual Bill of Materials for
components, labor and assembly costs incurred by Ilmor, plus a reasonable
mark-up percentage.
8
Plan of Operation
Our
long-term business strategy or goal is to become a leading developer and
supplier of premium V-Twin heavyweight motorcycles, V-Twin engines, and
ancillary motorcycle aftermarket products. In implementing this strategy, we
intend to execute the following matters for the next twelve months:
Continue commercializing the Diamondback
& Mamba – Our primary focus during 2010 will be to complete
implementing and improving production operations for our motorcycle products to
be manufactured by us effectively on a commercial scale. We have completed a
production assembly line including shelving, railings and individual station
equipment necessary for efficient factory production operations. We also have
obtained all vendors, suppliers or subcontract third parties needed for
obtaining components, parts and raw materials for our motorcycles and having
them painted after assembly, and we will continue to identify and obtain
alternate sources for material components.
Continue Design and
Development – We will
complete development and testing of our Mamba model to offer the Mamba
commercially as soon as possible in 2010.
Expansion of Distribution
Network – We will continue to identify and recruit qualified independent
motorcycle dealers to become Viper dealers until we achieve our goal of having a
nationwide network of Viper dealers. We will only select full-service dealers
which we determine possess a successful V-Twin motorcycle sales history, a solid
financial condition, a good reputation in the industry, and a definite desire to
sell and promote Viper products. We also intend to commence initial efforts to
enter overseas foreign markets including identifying effective overseas
motorcycle distributors and attracting them to our products and Viper
brand.
Expansion of Sales and Marketing
Activities – We will continue and expand upon our marketing activities
which are primarily focused toward supporting our dealer network and building
Viper brand awareness. We will participate in leading consumer and dealer trade
shows, rallies and other motorcycle events. We also will engage in ongoing
advertising and promotional activities to develop and enhance the visibility of
our Viper brand image.
Market and Sell Ancillary Viper
Products – In 2010, we intend to commence marketing and sales of a
variety of ancillary products under our Viper brand, particularly in the large
custom cruiser aftermarket. We expect our primary aftermarket sales will be our
line of powerful Viper V-Twin engines, and by 2011 we anticipate obtaining
substantial revenues from Viper engine sales in this active
aftermarket. We also will outsource production of ancillary Viper
items from third-party suppliers including various motorcycle parts and
accessories, apparel, and other Viper branded merchandise. For example, we have
obtained a source to provide us with a line of Viper branded apparel. Our
ancillary Viper products will be sold through multiple marketing channels
including Viper dealers, independent aftermarket catalogs and our
website.
Operational
Overview
During
2007 the company commenced limited commercial marketing and production of its
motorcycles. Incident thereto, in November 2007 the Company retained
a licensed emissions certification laboratory to test its motorcycles and
engines and certify its test results for compliance with the emission standards
promulgated by the Environmental Protection Agency (EPA) and the California Air
Resources Board (CARB). This independent test process was
successfully completed in July 2008, and the Company received its official
certification from the Environmental Protection Agency on December 4,
2008.
In
October 2008, we relocated all of our operations and administration functions
from Big Lake, MN to Hopkins, MN, a suburb of Minneapolis. We lease
our current Hopkins facility under a written 3 year lease at a monthly rental of
$7,600 not including utilities. The facility occupies 9,000 square
feet in a modern one-story light industrial building. We believe our
Hopkins facility is adequate to support all our administrative, development,
production assembly and warehousing needs for the foreseeable
future.
9
Results
of Operations
Revenues
Since our
2002 inception, we have generated total revenues of $1,183,073 some of which
occurred in 2004 before we discontinued offering a motorcycle with a
non-proprietary engine. We anticipate that our future revenues for the next 12
months will be primarily from sale of Viper cruisers, although we expect to
begin obtaining sales of our proprietary engines in the aftermarket by the
fourth quarter of 2010. We anticipate receiving additional revenues from our
planned line of custom parts and accessories for the motorcycle aftermarket as
well as our Viper branded apparel and other merchandise.
We
believe our future revenue stream will be most significantly affected by
customer demand for Viper cruisers, performance of our proprietary V-Twin
engines, our ability to timely manufacture our motorcycle products in response
to dealer and customer orders, recruitment and retention of dealers who actively
promote and sell our products, and dealer acceptance of our floor plan financing
facility.
Operating
Expenses
From our
inception in November 2002 through March 31, 2010, we have incurred total
operating expenses of $32,078,626 including $5,589,641 of research and
development expenses and $19,117,296 of selling, general and administrative
expenses.
Research
and development expenses consist primarily of salaries and other compensation
for development personnel, contract engineering costs for outsourced design or
development, supplies and equipment related to design and prototype development
activities, and costs of regulatory compliance or certifications.
Selling,
general and administrative expenses consist primarily of salaries and other
compensation for our management, marketing and administrative personnel,
facility rent and maintenance, advertising and promotional costs including trade
shows and motorcycle rallies, sales brochures and other marketing materials,
dealer recruitment and support costs, development of accounting systems,
consulting and professional fees, financing costs, public relations efforts and
administrative overhead costs.
Comparison
of Quarter Ended March 31, 2010 to Quarter Ended March 31, 2009.
Revenues
and Gross Profit
There was
$128,979 of motorcycle and parts revenue for the 1st quarter of 2010 as compared
to no revenue for the 1st quarter of 2009.
Research and Development
Expenses
Research
and development increased by $293,673 to $316,949 for the 1st
quarter of 2010 from $23,276 for the 1st
quarter of 2009. This increase was due primarily to development expense
associated with our agreement with Ilmor Engineering in regards to our
engine.
Selling,
general and administrative expenses
Selling,
general and administrative expenses increased to $371,082 for the 1st
quarter of 2010 from $312,793 for the 1st
quarter of 2009. Our selling and general administrative expenses were
very consistent from quarter to quarter, with the exception of the finder’s fees
on the loans that has been expensed during this quarter.
10
Loss
from operations
Operational
loss for the 1st quarter of 2010 was $1,087,535 compared to $336,069 for the 1st
quarter of 2009. This increased loss in the 1st quarter of 2010 was due
primarily to increased research and development in regard to the engines and
warrant and beneficial conversion expenses related to the loans entered into
this quarter.
Interest
expense
Interest
expense for the 1st
quarter of 2010 was $111,987 compared to $7,656 for the 1st
quarter of 2009. This increase during the 1st
quarter of 2010 was due to securing loans for operations and
inventory.
No income
tax benefit was recorded regarding our net loss for the 1st
quarters of 2010 and 2009, since we could not determine that it was more likely
than not that any tax benefit would be realized in the future.
Since we
are beginning commercial operations, our operations are subject to all of the
risks inherent in the development of a new business enterprise, including the
ultimate risk that we may never commence full-scale operations or that we may
never become profitable. We do not expect to make material shipments of our
motorcycles to dealers until spring of 2010. Our historic spending levels are
not indicative of future spending levels since we are entering a period
requiring increased spending for commercial operations including significant
inventory purchases, increased marketing and dealer network costs, and
additional general operating expenses. Accordingly, our losses could increase
until we succeed in generating substantial product sales, which may never
happen.
We
currently employ 7 persons including our management, development, marketing and
administrative personnel. We expect to hire 2-5 assembly and
administrative personnel during 2010 to support our anticipated commercial
production and sales of Viper cruisers. Other than these additional anticipated
personnel, we do not anticipate needing any additional personnel during the next
twelve months. None of our employees belongs to a labor union, and we consider
our relationship with our employees to be good.
Liquidity
and Capital Resources
Since our
inception, we have financed our development, capital expenditures, and working
capital needs through sale of our common stock to investors in private
placements and substantial loans from our principal shareholders. We raised a
total of approximately $11million through the sale of our common stock in
private placements, and in excess of $6.6 million through loans from our
principal shareholders.
As of
March 31, 2010, we had cash resources of $232,493, total liabilities of
$1,1,722,037, and a negative working capital position of
$467,589.
11
Future
Liquidity
Based on
our current cash position, we have concerns about our ability to fund our
ongoing operations. We anticipate obtaining additional needed financing through
the proceeds from additional private placement of equity
securities.
If we are
unable to complete the proposed private placements or to obtain substantial
additional funding through another source, we most likely would need to curtail
significantly, or even cease, our ongoing and planned operations. Our future
liquidity and capital requirements will be influenced materially by various
factors including the extent and duration of our future losses, the level and
timing of future sales and expenses, market acceptance of our motorcycle
products, regulatory and market developments in our industry, and general
economic conditions.
The
report of our independent registered accounting firm for our audited financial
statement ended December 31, 2009 states that there is substantial doubt about
the ability of our business to continue as a going concern. Accordingly, our
ability to continue our business as a going concern is in question.
Cash
Flow Information
Net cash
consumed by operating activities was $911,804 during the three months ended
March 31, 2010 compared to consuming cash in the amount of $189,055 for the
three months ended March 31, 2009. There was no cash used or
generated from investing activities for the 1st
quarters of 2010 or 2009. Cash generated from financing activities
for the three months ended March 31, 2010 was $1,044,135 compared to $191,908
for the three months ended March 31, 2009.
Business
Seasonality
Sales of
motorcycles in the United States are affected materially by a pattern of
seasonality experienced in the industry which results in lower sales during
winter months in colder regions of the country. Accordingly, we anticipate that
our sales will be greater during spring, summer and early fall months than
during late fall and winter periods. We also expect our revenues and operating
results could vary materially from quarter to quarter due to industry
seasonality.
12
Recent
Accounting Pronouncements
In
December 2007, the FASB issued SFAS No.141 (revised 2007), “Business
Combinations”, SFAS No. 160, “Non-controlling Interests in Consolidated
Financial Statements.” These statements aim to improve, simplify, and converge
internationally the accounting for business combinations and the reporting of
non-controlling interests in consolidated financial statements.
In
December 2007, FASB issued Financial Accounting Standards No. 160, “Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51.” This
statement amends ARB No. 51 to improve the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards of the portion of equity in a subsidiary not attributable, directly or
indirectly, to a parent. SFAS 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008 (that
is, January 1, 2009, for entities with calendar year-ends).
The
provisions of SFAS No. 141 (R) and SFAS No. 160 are effective for our fiscal
year beginning January 1, 2009. The Company is currently assessing the impact of
these statements.
In March
2008, FASB issued Financial Accounting Standards No. 161, “Disclosure about Derivative
Instruments and Hedging Activities - an amendment to FASB Statement No.
133.” The use and complexity of derivative instruments and hedging
activities have increased significantly over the past several years.
Constituents have expressed concerns that the existing disclosure requirements
in FASB Statement No. 133, “Accounting for Derivative
Instruments and Hedging Activities,” do not provide adequate information
about how derivative and hedging activities affect an entity’s financial
position, financial performance, and cash flows. Accordingly, this Statement
requires enhanced disclosures about an entity’s derivative and hedging
activities and thereby improves the transparency of financial reporting. This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008.
In May
2008, the FASB issued Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” This statement identifies the sources
of accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles (GAAP)
in the United States (the GAAP hierarchy). This statement is
effective 60 days following the SEC’s approval of the Public Company Accounting
Oversight Board amendments to AU Section 411, “the Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.”
In May
2008, the FASB issued Statement No. 163 “Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No.
60.” The premium revenue recognition approach for a financial
guarantee insurance contract links premium revenue recognition to the amount of
insurance protection and the period in which it is provided. For purposes of
this statement, the amount of insurance protection provided is assumed to be a
function of the insured principal amount outstanding, since the premium received
requires the insurance enterprise to stand ready to protect holders of an
insured financial obligation from loss due to default over the period of the
insured financial obligation. This Statement is effective for
financial statements issued for fiscal years beginning after December 15,
2008.
None of
these recently issued pronouncements are expected to have a material impact on
the company’s financial reporting.
Risk Factors
Our
business and any related investment in our common stock or other securities
involves many significant risks. Any person evaluating our company and its
business should carefully consider the following risks and uncertainties in
addition to other information in this registration statement. Our business,
operating results and financial condition could be seriously harmed due to one
or more of the following risks.
Because of our early stage
commercial status and the nature of our business, our securities are highly
speculative.
Our
securities are speculative and involve a high degree of risk and there is no
assurance we will ever generate any material commercial revenues from our
operations. Moreover, we do not expect to realize any material profits from our
operations in the short term. Any profitability in the future from our business
will be dependent upon realizing production and sales of our motorcycle products
in material commercial quantities, which there is no assurance will ever
happen.
13
We have a limited operating history
primarily involved in product development, and we have only generated limited
commercial revenues to date.
From our
inception in late 2002 through March 31, 2010, we have experienced cumulative
losses of approximately $33 Million, and we will continue to incur losses
until we produce and sell our motorcycle products in sufficient volume to attain
profitability, which there is no assurance will ever happen. Our operations are
particularly subject to the many risks inherent in the early stages of a
business enterprise and the uncertainties arising from the lack of a commercial
operating history. There can be no assurance that our business plan will prove
successful.
Our business plan will encounter
serious delays or even result in failure if we are unable to obtain significant
additional financing when needed, since we are required to make significant and
continuing expenditures to satisfy our future business plan.
Our
ability to become commercially successful will depend largely on our being able
to continue raising significant additional financing. If we are unable to obtain
additional financing through equity or debt sources as needed, we would not be
able to succeed in our commercial operations which eventually would result in a
failure of our business.
Our ability to generate future
revenues will depend upon a number of factors, some of which are beyond our
control.
These
factors include the rate of acceptance of our motorcycle products, competitive
pressures in our industry, effectiveness of our independent dealer network,
adapting to changes in the motorcycle industry, and general economic trends. We
cannot forecast accurately what our revenues will be in future
periods.
We have very limited experience in
commercial production or sales of our products.
Our
operations have been limited primarily to designing and developing our products,
testing them after development, establishing our initial distribution network of
independent dealers, obtaining suppliers for our components, outsourcing future
production of certain components, and reorganizing our company. These past
activities only provide a limited basis to assess our ability to commercialize
our motorcycle products successfully.
We have limited experience in
manufacturing motorcycle products.
Our
motorcycles must be designed and manufactured to meet high quality standards in
a cost-effective manner. Because of our lack of experience in manufacturing
operations, we may have difficulty in timely producing or outsourcing motorcycle
products in a volume sufficient to cover orders from our dealers. Any material
manufacturing delays could frustrate dealers and their customers and lead to a
negative perception of Viper products or our company. If we are unable to
manufacture effectively in terms of quality, timing and cost, our ability to
generate revenues and profits will be impaired.
We depend upon a limited number of
outside suppliers for our key motorcycle parts and
components.
Our heavy
reliance upon outside vendors and suppliers for our components involves risk
factors such as limited control over prices, timely delivery and quality
control. We have no written agreements to ensure continued supply of parts and
components. Although alternate suppliers are available for our key components,
any material changes in our suppliers could cause material delays in production
and increase production costs. We are unable to determine whether our suppliers
will be able to timely supply us with commercial production needs. There is no
assurance that any of our vendors or suppliers will be able to meet our future
commercial production demands as to volume, quality or timeliness.
We will be highly dependent upon our
Viper distribution network of independent motorcycle
dealers.
We depend
upon our Viper dealers to sell our products and promote our brand image. If our
dealers are unable to sell and promote our products effectively, our business
will be harmed seriously. We currently have agreements with only seven dealers.
We must continue to recruit and expand our dealer base to satisfy our projected
revenues. If we fail to timely obtain new dealers or maintain our relationship
with existing dealers effectively, we could be unable to achieve sufficient
sales to support our operations.
Our
dealers are not required to sell our products on an exclusive basis and also are
not required to purchase any minimum quantity of Viper products. The failure of
dealers to generate sales of our products effectively would impair our
operations seriously and could cause our business to fail.
We also
depend upon our dealers to service Viper motorcycles. Any failure of our dealers
to provide satisfactory repair services to purchasers of Viper products could
lead to a negative perception of the quality and reliability of our
products.
Sales of Viper motorcycles are
substantially dependent upon our ability to provide and maintain a source of
reliable "floor plan" financing to our dealers.
We
currently provide limited floor plan financing to our dealers for their purchase
of Viper products which is self financied by the company. If we are unable to
continue effective floor plan financing for our dealers, they would have to pay
cash or obtain other financing to purchase Viper products, which most likely
would result in substantially lower sales of our products, and lack of
sufficient cash flow to support our business.
We will face significant challenges
in obtaining market acceptance of Viper products and establishing our Viper
brand.
Our
success depends primarily on the acceptance of our products and the Viper brand
by motorcycle purchasers and enthusiasts. Virtually all potential customers are
not familiar with or have not seen or driven Viper motorcycles. Acceptance of
our products by motorcyclists will depend on many factors including price,
reliability, styling, performance, uniqueness, service accessibility, and our
ability to overcome existing loyalties to competing products.
14
Our business model of selling Viper
motorcycles to upscale purchasers at premium prices may not be
successful.
Sales of
our premium motorcycle products are targeted toward a limited number of upscale
purchasers willing to pay a higher price for Viper products. Suggested retail
prices of our motorcycles will be considerably higher than most premium models
of our competitors. If we are unable to attract and obtain sufficient
motorcyclists willing to pay the higher prices of our products, our business
model would not succeed and our business would likely fail.
We may experience significant
returns or warranty claims.
Since we
have a minimal history of commercial sales of our products, we have no material
data regarding the performance or maintenance requirements of Viper products.
Accordingly, we have no basis on which we can currently predict warranty costs.
If we experience significant warranty service requirements or product recalls,
potential customers may not purchase our products. Any significant warranty
service requirements or product recalls would increase our costs substantially
and likely reduce the value of our brand.
Our exposure to product liability
claims could harm us seriously.
Given the
nature of motorcycle products, we expect to encounter product liability claims
against us from time to time for personal injury or property damage. If such
claims become substantial, our brand and reputation would be harmed seriously.
These claims also could require us to pay substantial damage
awards.
Although
we intend to obtain adequate product liability insurance, we may be unable to
obtain coverage at a reasonable cost or in a sufficient amount to cover future
losses from product liability claims. Any successful claim against us for
uninsured liabilities or in excess of insured liabilities would most likely harm
our business seriously.
Our success will be substantially
dependent upon our current key employees and our ability to attract, recruit and
retain additional key employees.
Our
success depends upon the efforts of our current executive officers and other key
employees, and the loss of the services of one or more of them could impair our
growth materially. If we are unable to retain current key employees, or to hire
and retain additional qualified key personnel when needed, our business and
operations would be adversely affected substantially. We do not have "key
person" insurance covering any of our employees, and we have no written
employment agreement with a key employee.
Our success depends substantially on
our ability to protect our intellectual property rights, and any failure to
protect these rights would be harmful to us.
The
future growth and success of our business will depend materially on our ability
to protect our trademarks, trade names and any future patent rights, and to
preserve our trade secrets. We hold trademark rights for our logo design and we
have applied for certain additional trademark protection. There is no assurance,
however, that any future or current trademark registrations will result in a
registered and protectable trademark. Moreover, there is no assurance that
challenges to our brands and marks will not be successful. If one or more
challenges against us are successful, we could be forced to discontinue use of
our motorcycle brands, which would cause serious harm to our business and brand
image.
We have
applied for various patents covering unique features of both our motorcycles and
our V-Twin engines, but we do not expect to obtain any significant patent
protection. We will rely mainly upon trade secrets, proprietary know-how, and
continuing technological innovation to compete in our market. There is no
assurance that our competitors will not independently develop technologies equal
to or similar to ours, or otherwise obtain access to our technology or trade
secrets. Our competitors also could obtain patent rights that could prevent,
limit or interfere with our ability to manufacture and market our products.
Third parties also may assert infringement claims against us, which could cause
us to incur costly litigation to protect and defend our intellectual property
rights. Moreover, if we are judged to have infringed rights of others, we may
have to pay substantial damages and discontinue use of the infringing product or
process unless they are re-designed to avoid the infringement. Any claim of
infringement against us would involve substantial expenditures and divert the
time and effort of our management materially.
We will face intense competition
from existing motorcycle manufacturers already well established and having much
greater customer loyalty and financial, marketing, manufacturing and personnel
resources than us.
In our
premium heavyweight motorcycle market, our main competitor is Harley-Davidson
Inc. which dominates the market for V-Twin cruiser motorcycles. Other
significant competitors include Polaris with its Victory motorcycle line. We
also face particularly direct competition from a number of V-Twin custom cruiser
manufacturers concentrating on the same upscale market niche where we are
situated, including Big Dog and other numerous small companies and individuals
throughout the country which build "one-off" custom cruisers from non-branded
parts and components available from third parties. We also expect additional
competitors to emerge from time to time in the future. There is no assurance
that we will be able to compete successfully against current and future
competitors.
Introduction of new models of
motorcycles by our competitors could materially reduce demand for our
products.
Products
offered in our industry often change significantly due to product design and
performance advances, safety and environmental factors, or changing tastes of
motorcyclists. Our future success will depend materially on our ability to
anticipate and respond to these changes. If we cannot introduce acceptable new
models on a regular basis or if our new models fail to compete effectively with
those of our competitors, our ability to generate revenues or achieve
profitability would be impaired substantially.
15
Purchase of recreational motorcycles
is discretionary for consumers, and market demand for them is influenced by
factors beyond our control.
Viper
motorcycles represent luxury consumer products and accordingly market demand for
them depends on a number of economic factors affecting discretionary consumer
income. These factors are beyond our control and include employment levels,
interest rates, taxation rates, consumer confidence levels, and general economic
conditions. Adverse changes in one or more of these factors may restrict
discretionary consumer spending for our products and thus harm our growth and
profitability.
Viper
motorcycles also must compete with other power sport and recreational products
for the discretionary spending of consumers.
Our business is subject to
seasonality which may cause our quarterly operating results to fluctuate
materially.
Motorcycle
sales generally are seasonal in nature since consumer demand is substantially
lower during colder seasons in North America. We may endure periods of reduced
revenues and cash flows during off-season periods, requiring us to layoff or
terminate employees from time to time. Seasonal fluctuations in our business
could cause material volatility in the public market price of our common
stock.
When we sell our products in
international markets, we will encounter additional factors which could increase
our cost of selling our products and impair our ability to achieve profitability
from foreign business.
Our
marketing strategy includes future sales of Viper products internationally,
which will subject our business to additional regulations and other factors
varying from country to country. These matters include export requirement
regulations, foreign environmental and safety requirements, marketing and
distribution factors, and the effect of currency fluctuations. We also will be
affected by local economic condition in international markets as well as the
difficulties related to managing operations from long distances. There is no
assurance we will be able to successfully market and sell Viper products in
foreign countries.
We must comply with numerous
environmental and safety regulations.
Our
business is governed by numerous federal and state regulations governing
environmental and safety matters with respect to motorcycle products and their
use. These many regulations generally relate to air, water and noise pollution
and to motorcycle safety matters. Compliance with these regulations could
increase our production costs, delay introduction of our products and
substantially impair our ability to generate revenues and achieve
profitability.
Use of
motorcycles in the United States is subject to rigorous regulation by the
Environmental Protection Agency (EPA), and by state pollution control agencies.
Any failure by us to comply with applicable environmental requirements of the
EPA or relevant state agencies could subject us to administratively or
judicially imposed sanctions including civil penalties, criminal prosecution,
injunctions, product recalls or suspension of production.
Motorcycles
and their use are also subject to safety standards and rules promulgated by the
National Highway Traffic Safety Administration (NHTSA). We could suffer harmful
recalls of our motorcycles if they fail to satisfy applicable safety standards
administered by the NHTSA.
We do not intend to pay any cash
dividends on our common stock.
We have
never declared or paid any cash dividends on our common stock and we do not
anticipate paying any cash dividends in the foreseeable future.
The price of our common stock may be
volatile and fluctuate significantly in our over-the-counter trading market, and
an investor’s shares could decline in value.
Our
common stock trades in the over-the-counter (OTC) market, and has not
experienced a very active trading market. There is no assurance a more active
trading market for our common stock will ever develop, or be sustained if it
emerges. Unless an active trading market is developed for our common stock, it
will be difficult for shareholders to sell our common stock at any particular
price or when they wish to make such sales.
The
market price of our common stock may fluctuate significantly, making it
difficult for any investor to resell our common stock at an attractive price or
on reasonable terms. Market prices for securities of early stage companies such
as us have historically been highly volatile due to many factors not affecting
more established companies. Moreover, any failure by us to meet estimates of
financial analysts is likely to cause a decline in the market price of our
common stock.
Our current management and principal
shareholders control our company, and they may make material decisions with
which other shareholders disagree.
Our
executive officers and directors and principal shareholders affiliated with them
own a substantial majority of our outstanding capital stock. As a result, these
persons acting as a group have the ability to control transactions requiring
stockholder approval, including the election or removal of directors,
significant mergers or other business combinations, changes in control of our
company, and any significant acquisitions or dispositions of
assets.
16
Additional shares of our authorized
capital stock which are issued in the future will decrease the percentage equity
ownership of existing shareholders, could also be dilutive to existing
shareholders, and could also have the effect of delaying or preventing a change
of control of our company.
Under our
Articles of Incorporation, we are authorized to issue up to 25,000,000 shares of
common stock and 20,000,000 shares of preferred stock. Our board of directors
has the sole authority to issue remaining authorized capital stock without
further shareholder approval. To the extent that additional authorized preferred
or common shares are issued in the future, they will decrease existing
shareholders’ percentage equity ownership and, depending upon the prices at
which they are issued, could be dilutive to existing shareholders.
Issuance
of additional authorized shares of our capital stock also could have the effect
of delaying or preventing a change of control of our company without requiring
any action by our shareholders, particularly if such shares are used to dilute
the stock ownership or voting rights of a person seeking control of our
company.
Off-Balance
Sheet Arrangements
Other
than a guarantee of our floor plan financing by a principal shareholder and
another guaranty of our bank credit facility by one of our directors, we have no
off-balance sheet arrangements.
17
Forward-Looking
Statements
This
quarterly report on Form I0-Q contains “forward-looking statements” within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934.
Statements expressing expectations regarding our future and projections we make
relating to products, sales, revenues and earnings are typical of such
statements. All forward-looking statements are subject to the risks and
uncertainties inherent in attempting to predict the future. Our actual results
may differ materially from those projected, stated or implied in our
forward-looking statements as a result of many factors, including, but not
limited to, our overall industry environment, customer and dealer acceptance of
our products, effectiveness of our dealer network, failure to develop or
commercialize new products, delay in the introduction of products, regulatory
certification matters, production and or quality control problems, warranty
and/or product liability matters, competitive pressures, inability to raise
sufficient working capital, general economic conditions and our financial
condition.
Our
forward-looking statements speak only as of the date they are made by us. We
undertake no obligation to update or revise any such statements to reflect new
circumstances or unanticipated events as they occur, and you are urged to review
and consider all disclosures we make in this and other reports that discuss risk
factors germane to our business, including those risk factors in our Form 10-K
for the period ended December 31, 2009.
18
Item
3. Controls and Procedures
Evaluation
of disclosure controls and procedures
The
Company’s Chief Executive and Chief Financial Officer, John R. Silseth and
Jerome L. Posey, have reviewed the Company’s disclosure controls and procedures
as of the end of the period covered by this report. Based upon this review,
these two officers believe that the Company’s disclosure controls and procedures
are effective in ensuring that information that is required to be disclosed by
the Company in reports that it files under the Securities Exchange Act of 1934
is recorded, processed and summarized and reported within the time periods
specified in the rules of the Securities and Exchange Commission.
Changes
in internal controls
There
were no changes in the Company’s internal controls over financial reporting that
occurred during the period covered by this report that have materially affected,
or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.
19
PART
II - OTHER INFORMATION
Item
6. Exhibits
See Index
of Exhibits.
20
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duty authorized.
VIPER
POWERSPORTS INC.
|
|||
By:
|
/s/
Jerome L. Posey
|
||
Jerome
L. Posey
Principal
Financial
Officer
|
May 14,
2010
Hopkins,
Minnesota
21
INDEX
TO EXHIBITS
Form 10-Q for
Quarter Ended March 31, 2010
|
Commission File No. 000-51632
|
Exhibit
|
||
Number
|
Description
|
|
31.1
|
Certification
of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification
of Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certification
of Principal Executive Officer and Principal Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
|
22