Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant To Section 13 or 15(d) Of The Securities Exchange
Act Of 1934
For the quarterly period ended March 31, 2011
[ ] Transition Report Under Section 13 or 15(d) Of The Securities Exchange Act
Of 1934
For the transition period from __________ to __________
Commission File Number: 000-52828
DIGITAL DEVELOPMENT PARTNERS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 98-0521119
------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
17800 Castleton St., Suite 300
City of Industry, CA 91748
---------------------------------------
(Address of principal executive offices, including Zip Code)
(626) 581-3335
-----------------------------------
(Issuer's telephone number, including area code)
(Former name or former address if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark whether the registrant 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 (ss.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). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). 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: 86,402,665 shares of common stock as
of April 30, 2011.
Digital Development Partners, Inc.
Balance Sheet
as at
-------------------------------------------------------------------------------
March 31, December 31,
2011 2010
----------- ------------
(Unaudited)
ASSETS
Current Assets
Cash $ 77,616 $ 196,676
Stock Option - -
Pre-paid Deposit 16,680 269,128
Loan receivable 33,000
----------- ------------
94,296 498,804
Other Assets
Due From EFT 39,900 -
Goodwill - 5,000
----------- ------------
$ 134,196 $ 503,804
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable 25,707 16,920
Long Term Liabilities
Loan Payable (Note 5) 300,000 619,666
----------- ------------
$ 325,707 $ 636,586
Stockholders' Equity
Common Stock, $0.001 par value;
authorized 225,000,000
shares; issued and outstanding
86,402,665 shares as at
December 31, 2010,
86,402,665 shares as at March
31, 2011 86,403 86,403
Additional Paid-In Capital 8,281,164 8,281,164
Deficit (8,559,078) (8,500,349)
----------- ------------
Total Stockholders' Equity (191,511) (132,782)
----------- ------------
$ 134,196 $ 503,804
=========== ============
The accompanying notes are an integral part of these
financial statements
2
DIGITAL DEVELOPMENT PARTNERS, INC.
Statement of Operations
-------------------------------------------------------------------------------
(Unaudited)
For the
Three Months Ended
March 31,
-----------------------------
2011 2010
-------------- ------------
Revenue $ 850,480 $ 1,200
Cost of Sales 787,690 -
-------------- ------------
Operating Income 62,790 1,200
-------------- ------------
General and Administrative
Expenses:
Advertising 60,840 2,383
Consulting 26,250 41,445
Professional Fees 6,312 35,104
Project Related Costs - 11,147
Other Administrative
Expenses 23,556 15,274
-------------- ------------
Total General
and Administrative
Expenses 116,958 105,353
-------------- ------------
Net Loss from Operations (54,168) (104,153)
-------------- ------------
Other Income and Expense
Interest Income 2 -
Interest Expense (4,563) -
-------------- ------------
(4,561) -
Net Loss $ (58,729) $ (104,153)
============== ============
Loss Per Common Share:
Basic and Diluted $ (0.00) $ (0.00)
============== ============
Weighted Average Shares
Outstanding,
Basic and Diluted: 86,402,665 22,334,344
============== ============
The accompanying notes are an integral part of these
financial statements
3
DIGITAL DEVELOPMENT PARTNERS, INC.
Statement of Stockholders' Equity
For the period from Inception (January 1, 2007) to March 31,2011
--------------------------------------------------------------------------------
(Unaudited)
Common Stock Total
------------------- Additional Shareholders'
Number of Paid-In Equity
Shares Amount Capital Deficit (Deficit)
----------- -------- ---------- ------------ ------------
Inception, January 1, 2007 - $ - $ - $ - $ -
Common stock issued for cash,
Jan. 10, 2007 @ $0.01 per share 4,500,000 4,500 10,500 15,000
Common stock issued for cash,
May, 2007 @ $0.02 per share 3,975,000 3,975 22,525 26,500
Common stock issued for cash,
June, 2007 @ $0.02 per share 2,400,000 2,400 13,600 16,000
Net loss for the year ended
December 31, 2007 (36,063) (36,063)
----------- -------- ---------- ------------ ------------
Balances, December 31, 2007 10,875,000 $ 10,875 $ 46,625 $ (36,063) $ 21,437
Capital contributed Nov. 26,
2008 5,000 5,000
Net loss for year ended
Dec.31, 2008 (23,253) (23,253)
----------- -------- ---------- ------------ ------------
Balances, December 31, 2008 10,875,000 $ 10,875 $ 51,625 $ (59,316) $ 3,184
Capital contributed August
1, 2009 100 100
Stock Issued for purchase of
subsidiary Aug 3, 2009 @
$0.0033/share 15,495,000 15,495 (10,495) 5,000
Sale of warrant @ $25,000
Aug.3, 2009 25,000 25,000
Common stock issued for cash
Dec. 31, 2009 @ $0.75 per
share. 216,000 216 161,784 162,000
Net loss for year ended
Dec.31, 2009 (168,723) (168,723)
----------- -------- ---------- ------------ ------------
Balances, December 31, 2010 26,586,000 $26,586 $ 228,014 $ (228,039) $ 26,561
Capital Contributed Feb. 2,
2010 75,000 75,000
January 5, 2010 Stock issued
for debt 100,000 100 99,900 100,000
4
Common Stock issued for
services @ $0.10 per share
Feb. 2, 2010 114,665 115 11,352 11,467
Stock issued per Agreement
with EFT Biotech Holdings,
Inc. Feb. 18, 2010 @ $0.10
per share 79,265,000 79,265 7,847,235 7,926,500
Common Stock returned to Treasury
and cancelled Feb. 22, 2010 (20,095,000) (20,095) 20,095 -
June, 2010 stock issued
pursuant to completion of
Sep. 2009 offering. 432,000 432 (432) -
Net loss for year ended
Dec.31, 2010 (8,272,310) (8,272,310)
----------- -------- ---------- ------------ ------------
Balances, December 31, 2010 86,402,665 $ 86,403 $8,281,164 $(8,500,349) $ (132,782)
Net loss for the three months (58,729) (58,729)
----------- -------- ---------- ------------ ------------
Balances, March 31, 2011 86,402,665 $ 86,403 $8,281,164 $(8,559,078) $ (191,511)
=========== ======== ========== ============ ============
The accompanying notes are an integral part of these
financial statements
5
DIGITAL DEVELOPMENT PARTNERS, INC.
Statement of Cash Flows
-----------------------------------------------------------------------------
(Unaudited)
For the
Three Months Ended
March 31,
----------------------------------------
2011 2010
------------------- -------------------
Cash flows from operating
activities:
Net loss $ (58,729) $ (104,153)
Adjustments to reconcile net
loss to
net cash used by operating
activities: - -
Change in operating assets
and liabilities:
Accounts payable, accrued
liabilities 8,787 (100,000)
Deposits 252,448
------------------- -------------------
Net cash provided (used) by
operating activities 202,506 (204,153)
------------------- -------------------
Cash flows from investing
activities
Investment in EFT Project (8,030,492)
Stock Option 100,000
Non cash issue of stock for
investment 7,926,500
Impairment of Goodwill 5,000
------------------- -------------------
Net cash provided (used) by
investing activities 5,000 (3,992)
Cash flows from financing
activities:
Repayment of loans (319,666)
Proceeds of loan receivable 33,000
Loan to related company (39,900)
Non cash issue of stock for
services 11,467
Non cash issue of stock for
debt 100,000
Contributed Capital 75,000
------------------- -------------------
Net cash provided (used) by
financing activities (326,566) 186,467
------------------- -------------------
Net increase (decrease) in cash (119,060) (21,678)
Cash, beginning of the period 196,676 21,561
------------------- -------------------
Cash, end of the period $ 77,616 $ (117)
=================== ===================
Supplemental cash flow
disclosure:
Interest paid $ - $ -
=================== ===================
Taxes paid $ - $ -
=================== ===================
The accompanying notes are an integral part of these
financial statements
6
DIGITAL DEVELOPMENT PARTNERS INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2011
(Unaudited)
1. Basis of Presentation and Nature of Operations
These unaudited interim financial statements as of and for the three months
ended March 31, 2011 reflect all adjustments which, in the opinion of
management, are necessary to fairly state the Company's financial position
and the results of its operations for the periods presented, in accordance
with the accounting principles generally accepted in the United States of
America. All adjustments are of a normal recurring nature. These unaudited
interim financial statements should be read in conjunction with the
Company's financial statements and notes thereto included in the Company's
fiscal year end December 31, 2010 report. The Company assumes that the users
of the interim financial information herein have read, or have access to,
the audited financial statements for the preceding period, and that the
adequacy of additional disclosure needed for a fair presentation may be
determined in that context. The results of operations for the three month
period ended March 31, 2011 are not necessarily indicative of results for
the entire year ending December 31, 2011. Organization
The company was incorporated as Cyprium Resources, Inc. under the laws of
the State of StateplaceNevada December 22, 2006. The Company was originally
formed for mineral exploration in the United States. On May 19, 2009 the
Company's name was changed to Digital Development Partners, Inc.
Current Business of the Corporation
In January, 2007 the Company entered into a 20 year lease agreement with the
owner of 10 mining claims situated in Utah, known as the King claims. The
lease was maintained current through September 30, 2008, however mining
activities were limited. The lease was terminated by mutual agreement in
November 2008.
In a move to further the Company's plans to market an on-line coupon system
to merchants, the Company gained control of two private companies in 2009
involved in related enterprises; 4gDeals Inc. (later Yu Deal Inc.), and Top
Floor Studio. These companies began to work together on the project.
A reassessment of the Company's direction resulted in a reorganization plan
on February 17, 2010 which included:
1. Acquisition of a new line of technology through the acquisition of the
worldwide distribution and servicing rights to a cell phone enterprise
based in Hong Kong;
2. Change in management;
3. Sale of the Company's option on Top Floor Studio; 4. Distribution of
the Company's shares in YuDeal, Inc. to the stockholders.
7
Pursuant to the plan, the Company's interests in Top Floor Studio and YuDeal
Inc. were disposed of in February, 2010. The Company's option on Top Floor
was sold to YuDeal, Inc. for YuDeal common stock, which in turn was traded
for 20,095,000 shares of Company stock. These shares were returned to
Treasury and cancelled. A residual of YuDeal stock was distributed to
Company stockholders in March and April, 2010.
As part of the reorganization plan, the management team of the Company
resigned. The Company's president, Isaac Roberts, was replaced by Jack Jie
Quin, president of EFT Biotech Holdings, Inc., now named EFT Holdings, Inc.
("EFT"). EFT trades on the OTC Pink Sheets under the ticker symbol "EFTB"
On February 17, 2010 an agreement was signed with, EFT and markets its
"EFT-Phone" through direct marketing in China including Hong Kong. Its
distribution and servicing rights were acquired by the Company in the
agreement through the exchange of 79,265,000 shares of the Company's common
stock.
2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the country-regionplaceUnited States of
America requires management to make certain estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements, and reported amounts of revenue and expenses during
the reporting period. Actual results could differ materially from those
estimates. Significant estimates made by management are, among others,
realizability of long-lived assets and deferred taxes.
Cash and equivalents
Cash and equivalents include investments with initial maturities of three
months or less.
Fair Value of Financial Instruments
The Financial Accounting Standards Board issued ASC No. 820, "Fair Value
Measurements and Disclosures." ASC No. 820 requires disclosure of fair value
information about financial instruments when it is practicable to estimate
that value. The carrying amounts of the Company's financial instruments as
of June 30, 2010 approximate their respective fair values because of the
short-term nature of these instruments. Such instruments consist of cash,
accounts payable and accrued expenses. The fair value of related party
payables is not determinable.
Income Taxes
The Company utilizes ASC 740, "Accounting for Income Taxes," which requires
the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
8
statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the difference between the tax basis of
assets and liabilities and their financial reporting amounts based on
enacted tax laws and statutory tax rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the amount
expected to be realized. The Company generated a deferred tax credit through
net operating loss carryforward. However, a valuation allowance of 100% has
been established, as the realization of the deferred tax credits is not
reasonably certain, based on going concern considerations outlined under
"Going Concern" following.
Recent Accounting Pronouncements
In May, 2009, the FASB issued ASC 855, Subsequent Events, which established
general accounting standards and disclosure for subsequent events. In
accordance with SFAS No. 165, the Company has evaluated subsequent events
through the date the financial statements were filed.
In June, 2009, the FASB issued ASC 168 - The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles -
a replacement of FASB Statement No. 162. SFAS 168 establishes the FASB
Accounting Standards Codification as the single source of authoritative US
generally accepted accounting principles recognized by the FASB to be
applied to nongovernmental entities. SFAS 168 is effective for financial
statements issued for interim and annual periods ending after September 15,
2009. The adoption of SFAS 168 will not have an impact on the Company's
financial position, results of operations or cash flows.
In January 2010, the FASB issued ASU No. 2010-01, amending SFAS No. 168,
"The FASB Accounting Standards Codification(TM) and the Hierarchy of
Generally Accepted Accounting Principles." This Standard codified in ASC 105
is being modified to include the authoritative and non-authoritative levels
of GAAP. This amendment is effective for financial statements issued for
interim and annual periods ending after September 15, 2009. ASU No. 2010-01
has no effect on the Company's financial position, statements of operations,
or cash flows at this time.
In February 2010, the FASB issued ASU No. 2010-09, "Subsequent Events ( ASC
Topic 855), Amendments to Certain Recognition and Disclosure Requirements."
This Standard update requires a SEC Filer to (1) evaluate subsequent events
through the date that the financial statements are issued or available to be
issued, (2) defines "SEC Filer" as an entity that is required to file or
furnish its financial statements with either the SEC or, with respect to an
entity subject to Section 12(i) of the Securities Exchange Act of 1934, as
amended, the appropriate agency under that Section, (3) not be bound to
disclosing the date through which subsequent events have been evaluated, (4)
note the definition of public entity is not longer defined nor necessary for
Topic 855, (5) note the scope of the reissuance disclosure requirements is
refined to include revised financial statements only. These Updates are
effective for interim or annual periods ending after June 15, 2010. ASU No.
2010-09 has no effect on the Company's financial position, statements of
operations, or cash flows at this time.
9
Basic and Diluted Net Loss Per Share
Net loss per share is calculated in accordance with ASC 260, Earnings Per
Share, for the period presented. Basic net loss per share is based upon the
weighted average number of common shares outstanding. Diluted net loss per
share is based on the assumption that all dilative convertible shares and
stock options were converted or exercised. Dilution is computed by applying
the treasury stock method. Under this method, options and warrants are
assumed exercised at the beginning of the period (or at the time of
issuance, if later), and as if funds obtained thereby were used to purchase
common stock at the average market price during the period.
As of March 31, 2011 the Company has potentially dilutive securities in
outstanding warrants for the purchase of 2,666,330,000 shares of common
stock. Since the Company is in a loss position the warrants are
anti-dilutive and not considered in the calculation.
The following is a reconciliation of the numerator and denominator of the
basic and diluted earnings per share computations for the three months ended
March 31, 2011 and year ended December 31, 2010:
2011 2010
---- ----
Numerator
---------
Basic and diluted net loss per share:
Net Lo $ (58,729) $ (104,153)
Denominator
-----------
Basic and diluted weighted average
number of shares outstanding 86,402,665 22,334,344
Basic and Diluted Net Loss Per Share $ (0.00) $ (0.00)
-------------------------------------
3. Pre-paid Deposit
March 31, December 31,
2011 2010
--------- ------------
$ 16,680 $ 269,128
======== ==========
A deposit was made for the manufacture of EFT smart phones following
purchase of distribution and servicing rights from EFT Bioteck Holding, Inc.
in February, 2010.
March 31, December 31,
2011 2010
--------- ------------
$ 0 $ 0
======== ==========
The EFT Project is a new line of technology purchased in February, 2010:
the worldwide distribution and servicing rights for the "EFT Smart Phone".
10
This was purchased from EFT, by the exchange of stock, and valued at
$8,031,492. Impairment was considered at the year ended December 31,
2010 based on future cash flows, and the investment written down to
zero. The Company still retains all rights originally purchased.
March 31, December 31,
2011 2010
--------- ------------
Loan Payable - EFT $300,000 $ 619,666
======== ==========
A promissory note for $500,000 was issued May 13, 2010 to EFT. A series of
advances was received from EFT Biotech during the fiscal year ended December
31, 2010 totaling $619,666. The note bears annual interest of 5%, requires
no monthly payments, and matured November 13, 2010. The note was extended
indefinitely. The note was paid down to $300,000 in January, 2011
6. Income Taxes
No provision was made for federal income tax, since the Company had an
operating loss and has accumulated net operating loss carryforwards. The net
operating loss carryforwards may be used to reduce taxable income through
the year 2025.
7. Capital Stock
No stock was issued in the three months ended March 31, 2011.
As at March 31, 2010, the Company was authorized to issue 225,000,000 common
shares, of which 86,402,665 were issued and outstanding.
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
The Company was incorporated in December 2006.
In January 2007 the Company leased ten mining claims from an unrelated
third party. These claims were located in Piute County, Utah. The mining lease
was for a twenty-year term and required the Company to pay a royalty to the
lessor equal to 2.5% of the net smelter returns from the sale of any minerals
extracted from the claims. Minimum royalty payments of $4,500 were also required
each year during the term of the lease.
On November 1, 2008 the mining lease was terminated by the mutual agreement
of the Company and the lessor.
Between November 2008 and August 2009 the Company was inactive.
On August 3, 2009 the Company acquired all of the outstanding shares of
4gDeals, Inc ("4gDeals") for 15,495,000 shares of the Company's common stock.
On December 18, 2009 4gDeal's articles of incorporation were amended to
change the name of 4gDeals to YuDeal, Inc., ("YuDeal").
YuDeal is developing a software based network which will allow restaurants,
merchants and service providers to send text messages to customers advising the
customer of discounts or other promotional offers.
In February 2010 the Company determined that its existing capital structure
would impair its ability to raise the capital required to further the
development of YuDeal's network. Accordingly, the Company adopted a
reorganization plan which:
o involved the distribution of its shares in YuDeal to the Company's
shareholders; and
o the acquisition of new line of technology which has the prospect of
being the core of a commercially viable business.
Consistent with its reorganization plan, on February 18, 2010 the Company's
directors approved an agreement between the Company and EFT Biotech Holdings,
Inc., now named EFT Holdings, Inc., ("EFT"), whereby EFT agreed to assign its
worldwide distribution and servicing rights to a product known as the
"EFT-Phone" in exchange for 79,265,000 shares of the Company's common stock.
EFT markets its products through a direct sales organization. Once a
customer of EFT's makes a minimum purchase of $300 (plus $30 for shipping and
handling fees), the customer becomes an "affiliate". As of March 31, 2011, EFT
had approximately 1,200,000 affiliates, a majority of which are located in China
and Hong Kong.
12
The EFT-Phone consists of a cell phone which uses the Microsoft Operating
System. The phone is manufactured by an unrelated third party. The EFT-Phone has
an application that will allow EFT's affiliate base to access all of their back
office sites including their Funds Management Account where the affiliate will
be able to deposit, withdraw and transfer money to another EFT account or to
another EFT Affiliate at no cost for the transfer. The EFT-Phone will have
educational applications and PowerPoint presentation capability for training new
affiliates anywhere in the world.
The worldwide distribution and servicing rights to the EFT-Phone include
the right to sell the EFT-Phone to EFT's affiliates and others. Servicing
includes the collection of service fees for all EFT-Phones worldwide, including
monthly fees, usage fees, as well as call forwarding, call waiting, text
messaging and video fees. The Company also acquired the rights to distribute all
EFT-Phone accessories.
The Company began marketing the EFT-Phones to the affiliates of EFT in July
2010. The EFT-Phone has a retail price of approximately $300.
As of March 31, 2011 the Company did not have any full time employees.
Results of Operations
Material changes of items in the Company's Statement of Operations for the
quarter ended March 31, 2011 as compared to the same period in the prior year
are discussed below:
Increase (I)
Item or Decrease (D) Reason
Revenue, Cost of Sales I The Company began marketing the
and Advertising EFT-Phones to the affiliates
of EFT in July 2010.
Consulting D Amounts during the three months
ended March 31, 2010 were higher
than the current period as the
Company incurred one-time costs
when it began assembling the
organizational structure required
to distribute the EFT phone.
Professional fees D Amounts during the three months
ended March 31, 2010 were higher
than the current period as the
Company incurred one-time costs
when it began assembling the
organizational structure required
to distribute the EFT phone.
13
The Company does not know of any trends, events or uncertainties that will
have, or are reasonably expected to have, a material impact on sales, revenues,
expenses or results of operations.
Liquidity and Capital Resources
The Company does not have any firm commitments from any person to provide
the Company with any additional capital.
See Note 2 to the financial statements included as part of this report for
a description of the Company's accounting policies and recent accounting
pronouncements.
See Note 4 to the financial statements included as part of this report for
information concerning the impairment of the Company's principal asset.
Item 4. Controls and Procedures.
(a) The Company maintains a system of controls and procedures designed to
ensure that information required to be disclosed in reports filed or submitted
under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded,
processed, summarized and reported, within time periods specified in the SEC's
rules and forms and to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the 1934 Act, is
accumulated and communicated to the Company's management, including its
Principal Executive and Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. As of March 31, 2011, the Company's
Principal Executive and Financial Officer evaluated the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Principal Executive and Financial Officer concluded that
the Company's disclosure controls and procedures were effective.
(b) Changes in Internal Controls. There were no changes in the Company's
internal control over financial reporting during the quarter ended March 31,
2011, that materially affected, or are reasonably likely to materially affect,
its internal control over financial reporting.
14
PART II
Item 6. Exhibits
Exhibits
--------
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act.
15
SIGNATURES
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 duly authorized.
DIGITAL DEVELOPMENT PARTNERS, INC.
May 12, 2011 By:/s/ Jack Jie Qin
-------------------------------------
Jack Jie Qin, President and Principal
Executive Officer
May 12, 2011 By:/s/ William E. Sluss
------------------------------------
William E. Sluss, Principal Financial
and Accounting Officer
16
