SIGNATURE EYEWEAR INC - FORM 10-Q

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EX-32.1 - 906 CERTIFICATION - SIGNATURE EYEWEAR INC	ex32-1_17142.htm
EX-31.1 - 302 CERTIFICATION - SIGNATURE EYEWEAR INC	ex31-1_17142.htm

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 April 30, 2011

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to ______________________.

Commission file number 0-23001

SIGNATURE EYEWEAR, INC.

(Exact Name of Registrant as Specified in its Charter)

California

(State or Other Jurisdiction of

Incorporation or Organization)

95-3876317

(I.R.S. Employer

Identification No.)

498 North Oak Street

Inglewood, California 90302

(Address of Principal Executive Offices)

(310) 330-2700

(Registrant’s Telephone Number, Including Area Code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by checkmark 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. ý 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 definition 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 companyý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes ý No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 6,955,639 shares issued and outstanding as of June 14, 2011.

SIGNATURE EYEWEAR, INC.

INDEX TO FORM 10-Q

PART I	FINANCIAL INFORMATION	Page
Item 1	Financial Statements	3
	Balance Sheets	3
	Statements of Income	5
	Statements of Cash Flows	6
	Notes to the Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4	Controls and Procedures	14

PART II	OTHER INFORMATION
Item 1	Legal Proceedings	15
Item 1A	Risk Factors	15
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3	Defaults upon Senior Securities	15
Item 4	Removed and Reserved	15
Item 5	Other Information	15
Item 6	Exhibits	15

References in this report to “we,” “our,” “us” or the “Company” refer to Signature Eyewear, Inc.

PART I.

FINANCIAL INFORMATION

Item 1. Financial Statements

SIGNATURE EYEWEAR, INC.

BALANCE SHEETS

AT APRIL 30, 2011 (UNAUDITED)

AT OCTOBER 31, 2010 (AUDITED)

ASSETS

	April 30,		October 31,
	2011		2010
Current assets

Cash and cash equivalents	$	407,258	$	429,824
Accounts receivable - trade, net of allowance for
doubtful accounts of $42,163		2,104,894		2,503,331
Inventory		3,725,835		3,943,377
Promotional products and materials		155,122		171,185
Prepaid expenses and other current assets		590,742		290,230
Deferred income taxes		376,500		376,500

Total current assets		7,360,351		7,714,447

Property and equipment, net		222,386		261,096
Deposits and other assets		154,665		121,304
Deferred income taxes		2,600,700		2,600,700

Total assets	$	10,338,102	$	10,697,547

The accompanying notes are an integral part of these financial statements.

SIGNATURE EYEWEAR, INC.

BALANCE SHEETS

AT APRIL 30, 2011 (UNAUDITED)

AT OCTOBER 31, 2010 (AUDITED)

LIABILITIES AND SHAREHOLDERS' EQUITY

	April 30,			October 31,
	2011			2010
Current liabilities
Accounts payable - trade	$	3,771,347		$	4,213,364
Accrued expenses and other current liabilities		223,392			447,851
Current portion of long-term debt		290,000			290,000

Total current liabilities		4,284,739			4,951,215

Long-term debt, net of current portion		3,931,228			3,720,360

Total liabilities		8,215,967			8,671,575

Commitments and contingencies

Shareholders' equity
Preferred stock, $0.001 par value
5,000,000 shares authorized
Series A 2% convertible preferred stock; liquidation preference
(approximately $942,000 and $933,000 at April 30, 2011 and
October 31, 2010, respectively); 1,360,000 shares authorized, 1,200,000 shares issued and outstanding		1,200			1,200
Common stock, $0.001 par value 30,000,000 shares authorized, 6,955,639
shares issued and outstanding		6,956			6,956
Additional paid-in capital		15,656,812			15,656,812
Accumulated deficit		(13,542,833	)		(13,638,996	)

Total shareholders' equity		2,122,135			2,025,972

Total liabilities and shareholders' equity	$	10,338,102		$	10,697,547

The accompanying notes are an integral part of these financial statements.

SIGNATURE EYEWEAR, INC.

STATEMENTS OF INCOME

FOR THE THREE MONTHS AND SIX MONTHS ENDED APRIL 30, 2011 (UNAUDITED)

AND APRIL 30, 2010 (UNAUDITED)

	For The Three Months Ended						For The Six Months Ended
	2011			2010			2011			2010

Net sales	$	4,509,836		$	5,858,595		$	9,244,471		$	11,027,475
Cost of sales		1,726,946			2,176,887			3,654,694			4,097,684

Gross profit		2,782,890			3,681,708			5,589,777			6,929,791

Operating expenses
Selling		1,617,493			2,245,840			3,130,670			4,151,476
General and administrative		1,090,363			1,186,604			2,205,557			2,295,195
Depreciation and amortization		30,550			48,759			85,976			93,688
Total operating expenses		2,738,406			3,481,203			5,422,203			6,540,359

Income from operations		44,484			200,505			167,574			389,432


Interest expense		(33,228	)		(43,785	)		(67,321	)		(89,620	)

Income before income taxes		11,256			156,720			100,253			299,812
Income taxes		2,285			-			4,090			435

Net income		8,971			156,720			96,163			299,377
Preferred stock dividend		(4,669	)		(4,577	)		(9,314	)		(9,130	)
Net income available to common shareholders	$	4,302		$	152,143		$	86,849		$	290,247
Basic earnings per share	$	0.00		$	0.02		$	0.01		$	0.04
Diluted earnings per share	$	0.00		$	0.02		$	0.01		$	0.04

Weighted-average common shares
outstanding - Basic		6,955,639			6,955,639			6,955,639			6,955,639

Weighted-average common shares
outstanding - Diluted		8,362,258			8,334,591			8,362,258			8,334,591

The accompanying notes are an integral part of these financial statements.

SIGNATURE EYEWEAR, INC.

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED APRIL 30, 2011 (UNAUDITED)

AND APRIL 30, 2010 (UNAUDITED)

	2011			2010
Cash flows from operating activities
Net income	$	96,163		$	299,377
Adjustments to reconcile net income to net cash (used in) provided by
operating activities:
Depreciation and amortization		85,976			93,688
(Increase) decrease in:
Accounts receivable - trade		398,437			(308,534	)
Inventories		217,542			660,914
Promotional products and materials		16,063			33,995
Prepaid expenses and other current assets		(300,512	)		(2,270	)
Increase (decrease) in:
Accounts payable - trade		(442,017	)		(84,061	)
Accrued expenses and other current liabilities		(193,591	)		(27,442	)
					.
Net cash (used in) provided by operating activities		(121,939	)		665,667

Cash flows from investing activities
Purchase of property and equipment		(46,485	)		(103,834	)
Deposits and other assets		(34,142	)		170,500

Net cash (used in) provided by investing activities		(80,627	)		66,666

Cash flows from financing activities
Net increase (decrease) in lines of credit		325,000			(400,000	)
Payments on long-term debt		(145,000	)		(145,000	)

Net cash provided by (used in) financing activities		180,000			(545,000	)

Net (decrease) increase in cash and cash equivalents		(22,566	)		187,333


Cash and cash equivalents, beginning of period		429,824			431,037

Cash and cash equivalents, end of period	$	407,258		$	618,370

Supplemental disclosures of cash
flow information

Interest paid	$	41,766		$	46,573

Income taxes paid	$	4,090		$	435

The accompanying notes are an integral part of these financial statements.

NOTES TO FINANCIAL STATEMENTS

(Information as of April 30, 2011 and for the three and six months ended

April 30, 2011 and 2010 is unaudited)

Note 1. Organization and Line of Business

Signature Eyewear, Inc. (the “Company”) designs, markets and distributes eyeglass frames and footwear throughout the United States and internationally. The Company conducts its operations primarily from its principal executive offices and warehouse in Inglewood, California.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all normal, recurring adjustments considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended October 31, 2010. The results of operations for the six months ended April 30, 2011 are not necessarily indicative of the results that may be expected for the year ending October 31, 2011.

Inventory

Inventory consists of finished goods, which are valued at the lower of cost or market. Cost is computed using the weighted-average cost, which approximates actual cost on a first-in, first-out basis.

The Company regularly and periodically evaluates its inventory to ensure that it is valued at the lower of cost or market based on current market trends, product history and turnover.

Property and Equipment

Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the assets as follows:

Office furniture and equipment	7 years
Computer equipment	3 years
Software	3 years
Machinery and equipment	5 years
Leasehold improvements	Term of the lease or the estimated life of the related improvements, whichever is shorter

Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.

Fair Value of Financial Instruments

For certain of the Company's financial instruments, including cash and cash equivalents, accounts receivable, accounts payable-trade, and line of credit, the carrying amounts approximate fair value due to their short-term maturities. The amounts shown for long-term debt also approximate fair value because current interest rates offered to the Company for debt of similar maturities are substantially the same.

Income per Share

Basic income per share is computed by dividing the income available to common shareholders by the weighted-average number of common shares outstanding. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The following data show the amounts used in computing earnings per share and the effect on the weighted average number of shares of dilutive potential common stock:

Three months ended April 30, 2011	Income (Numerator)		Shares (Denominator)		Per Share Amount
Basic earnings	$	4,302		6,955,639	$	0.00
Conversion of preferred stock		4,669		1,406,619		0.00
Diluted earnings	$	8,971		8,362,258	$	0.00


Three months ended April 30, 2010	Income (Numerator)		Shares (Denominator)		Per Share Amount
Basic earnings	$	152,143		6,955,639	$	0.02
Conversion of preferred stock		4,577		1,378,952		0.00
Diluted earnings	$	156,720		8,334,591	$	0.02

Six months ended April 30, 2011	Income (Numerator)		Shares (Denominator)		Per Share Amount
Basic earnings	$	86,849		6,955,639	$	0.01
Conversion of preferred stock		9,314		1,406,619		0.00
Diluted earnings	$	96,163		8,362,258	$	0.01


Six months ended April 30, 2010	Income (Numerator)		Shares (Denominator)		Per Share Amount
Basic earnings	$	290,247		6,955,639	$	0.04
Conversion of preferred stock		9,130		1,378,952		0.00
Diluted earnings	$	299,377		8,334,591	$	0.04

The following potential common shares have been excluded from the computations of diluted income per share for the three and six months ended April 30, 2010 because the effect would have been anti-dilutive:

	2011		2010

Warrants		—		300,000

Foreign Currency Translation

In fiscal 2010, the Company maintained a branch office in Belgium, and closed this office at the end of that year. The functional currency of this office was the euro. Assets and liabilities are translated at exchange rates in effect at the balance sheet date. Income and expense accounts are translated at average rates. In addition, some of the Company’s liabilities are denominated in foreign currencies. Such liabilities are converted into U.S. dollars at the exchange rate prevailing at the balance sheet date. The resulting gains or losses were not material for the three months and six months ended April 30, 2010 or 2011.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Significant Recent Accounting Pronouncements

The recent accounting pronouncements discussed in the notes to the Company’s audited financial statements for the year October 31, 2010 included in the Company’s Annual Report on Form 10-K that were required to be adopted during the year ended October 31, 2010 did not have and are not expected to have a significant impact on the Company’s 2011 financial statements.

Note 3. Long-Term Debt

Long-term debt (excluding accrued and unpaid interest) consisted of the following at the dates indicated:

	April 30, 2011			October 31, 2010
Revolving line of credit from Comerica Bank	$	2,175,000		$	1,850,000
Revolving line of credit from Bluebird Finance Limited		2,046,228			2,160,360
		4,221,228			4,010,360

Less current portion		(290,000	)		(290,000	)
Long-term portion	$	3,931,228		$	3,720,360

Note 4. Income Taxes

As of April 30, 2011, the Company had net operating loss carry-forwards for federal and state income tax purposes of approximately $15,267,000 and $4,230,000, respectively, which expire at various times from 2021 through 2029.

The Company has recorded a partial benefit for income taxes based on these net operating loss carry-forwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not a portion of deferred tax assets will not be realized.

Realization of this deferred tax asset is dependent on the Company’s ability to generate future taxable income. Management believes that it is more likely than not that the Company will generate taxable income to utilize some of the tax carry-forwards before their expiration. However, there can be no assurance that the Company will meet its expectation of future income. As a result, the amount of the deferred tax asset considered realizable could be reduced in the near term if estimates of future taxable income are reduced. Such occurrence could materially adversely affect the Company’s results of operations and financial condition.

Note 5. Subsequent Event

Subsequent to April 30, 2011 and effective June 3, 2011, the Company entered into an amendment to the lease of its principal executive offices in Inglewood, California. The amendment extends the term of the lease for two and one half years through December 31, 2013. The monthly rent has been reduced from $49,000 per month in June 2011 to an average of $42,200 during the extension. The Company remains responsible for its share of the common area operating expenses.

The Company and its subtenants also extended their subleases to expire concurrently with the expiration of the Company’s lease.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis, which should be read in connection with our financial statements and accompanying footnotes, contains forward-looking statements that involve risks and uncertainties. Important factors that could cause actual results to differ materially from our expectations are set forth in Item 1 – Business – Factors That May Affect Our Future Operating Results, in our Form 10-K for the year ended October 31, 2010 as well as those discussed elsewhere in this Form 10-Q. Those forward-looking statements may relate to, among other things, our plans and strategies, new product lines, and relationships with licensors, distributors and customers, distribution strategies and the business environment in which we operate.

Overview

We generate revenues through the sale of prescription eyeglass frames and sunwear under licensed brand names, including bebe, Carmen Marc Valvo, Cutter & Buck, Dakota Smith, Hart Schaffner Marx, Laura Ashley, Michael Stars and Nicole Miller, and under our proprietary Signature brands. We also sell footwear under our proprietary Rough Justice brand and through private label sales. Our cost of sales consists primarily of purchases from foreign contract manufacturers that produce eyewear frames and footwear to our specifications.

We reported net income of $9,000 on net sales of $4.5 million for the three months ended April 30, 2011 (the “2011 Quarter”) compared to net income of $157,000 on net sales of $5.9 million for the three months ended April 30, 2010 (the “2010 Quarter”). We reported net income of $96,000 on net sales of $9.2 million for the six months ended April 30, 2011 (the “2011 Six Months”) compared to net income of $299,000 on net sales of $11.0 million for the six months ended April 30, 2010 (the “2010 Six Months”). The decrease in net sales was due primarily to the expiration of our bebe and Hummer eyewear licenses in June 2010, as net sales of bebe and Hummer eyewear decreased $2.6 million from the 2010 Quarter to the 2011 Quarter and $4.5 million from the 2010 Six Months to the 2011 Six Months. The decrease in net sales of bebe and Hummer eyewear was offset in part by $1.2 million and $2.5 million in the 2011 Quarter and 2011 Six Months, respectively, of increased net sales of other eyewear lines and our initial revenues from sales of our newly launched footwear business.

Results of Operations

The following table sets forth for the periods indicated selected statements of income data shown as a percentage of net sales.

	Three Months Ended						Six Months Ended
	April 30,						April 30,
	2011			2010			2011			2010
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		38.3			37.2			39.5			37.2
Gross profit		61.7			62.8			60.5			62.8
Operating expenses:
Selling		35.9			38.3			33.9			37.6
General and administrative		24.2			20.3			23.9			20.8
Depreciation and amortization		0.7			0.8			0.9			0.8
Total operating expenses		60.8			59.4			58.7			59.2
Income from operations		0.9			3.4			1.8			3.6
Interest expense		(0.7	)		(0.7	)		(0.7	)		(0.8	)
Income before income taxes		0.2			2.7			1.1			2.8
Income taxes		0.1			0.0			0.1			0.0
Net income		0.1	%		2.7	%		1.0	%		2.8	%

Net Sales. Net sales decreased by 23.0% or $1.3 million from the 2010 Quarter to the 2011 Quarter and by 16.2% or $1.8 million from the 2010 Six Months to the 2011 Six Months. The decrease in net sales was due primarily to the expiration of our bebe and Hummer eyewear licenses in June 2010, which were offset in part by increased net sales of other eyewear lines and revenues from our newly launched footwear business.

Direct sales to independent optical retailers and distributors decreased $1.1 million in the 2011 Quarter and $1.7 million in the 2011 Six Months. Sales to optical and retail chains decreased $395,000 in the 2011 Quarter and $750,000 in the 2011 Six Months. International sales decreased $137,000 in the 2011 Quarter and $50,000 in the 2011 Six Months.

Net sales reflect gross sales less a reserve for product returns established by us based on products that we are aware will be returned as of that date. Our reserves were $575,000 and $465,000 at April 30, 2011 and October 31, 2010, respectively. We had $784,000 and $853,000 in product returns for the 2011 Quarter and 2010 Quarter, respectively, resulting in a product returns percentage of 15.2% and 13.1%, respectively. We had $1.7 million and $1.6 million in product returns for the 2011 Six Months and 2010 Six Months, respectively, resulting in a product returns percentage of 15.7% and 13.1%, respectively.

Gross Profit and Gross Margin. Gross profit decreased $899,000 from the 2010 Quarter to the 2011 Quarter and $1.3 million from the 2010 Six Months to the 2011 Six Months due to decreased sales. Gross margin was 61.7% and 62.8% in the 2011 Quarter and 2010 Quarter, respectively, and 60.5% and 62.8% in the 2011 Six Months and 2010 Six Months, respectively. The decrease in gross margin was due to sales of lower priced frames, which have a lower margin, constituting a higher percentage of our total net sales as well as the lower gross margin on our footwear.

Selling Expenses. Selling expenses decreased $628,000 from the 2010 Quarter to the 2011 Quarter and $1 million from the 2010 Six Months to the 2011 Six Months. The decreases in the 2011 Quarter were primarily due to decreases of $68,000 in convention expense, $105,000 in freight, $202,000 in royalty expense, and $180,000 in compensation. The decreases in the 2011 Six Months were primarily due to decreases of $73,000 in convention expense, $151,000 in freight, $419,000 in royalty expense and $307,000 in compensation.

General and Administrative Expenses. General and administrative expenses for the 2011 Quarter and 2011 Six Months decreased $96,000 and $90,000, respectively, from the comparable 2010 periods. These decreases were due to decreases in various expense categories.

Interest Expense. Interest expense, net, consists of interest expense offset by other income. Interest expense, net, decreased $11,000 in the 2011 Quarter and $22,000 in the 2011 Six Months primarily due to reductions in outstanding borrowings.

Income Taxes. As a result of our net loss carry-forward, we had no income tax expense other than franchise taxes in various states in the 2011 Six Months or the 2010 Six Months.

Financial Condition, Liquidity and Capital Resources

Our accounts receivable (net of allowance for doubtful accounts) were $2.1 million at April 30, 2011 compared to $2.5 million at October 31, 2010.

Our inventories (at lower of cost or market) were $3.7 million at April 30, 2011 compared to $3.9 million at October 31, 2010. The decrease was due to our continuing efforts to reduce our inventory levels taking into account current economic conditions.

Our long-term debt (including current portion) was $4.2 million at April 30, 2010 and $4.0 million at October 31, 2011. See Note 3 of Notes to Financial Statements for further information regarding our long-term debt. At April 30, 2011, the interest rate on our Comerica Bank revolving line of credit was 3.5% per annum and we had $1.1 million of additional borrowing capacity under that line.

Of our accounts payable at April 30, 2011, approximately $197,000 were payable in foreign currency. To monitor risks associated with currency fluctuations, we periodically assess the volatility of certain foreign currencies and review the amounts and expected payment dates of our purchase orders and accounts payable in those currencies.

We believe that, at least for the next four fiscal quarters, assuming that there are no unanticipated material adverse developments, we continue to be in compliance with our credit facilities and we maintain current sales levels, our cash flows from operations and through credit facilities will be sufficient to enable us to pay our debts and obligations as they mature.

Inflation

We do not believe our business and operations have been materially affected by inflation.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide reasonable assurance only of achieving the desired control objectives, and management necessarily is required to apply its judgment in weighing the costs and benefits of possible new or different controls and procedures. Limitations are inherent in all control systems, so no evaluation of controls can provide absolute assurance that all control issues and any fraud within the company have been detected.

As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer (the same person has both titles), evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of that date.

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.

OTHER INFORMATION

Item 1. Legal Proceedings

Nothing to report.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Nothing to report.

Item 3. Defaults upon Senior Securities

Nothing to report.

Item 4. Removed and Reserved

Item 5. Other Information

Nothing to report.

Item 6. Exhibits

See Exhibit Index attached.

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.

	SIGNATURE EYEWEAR, INC.



Date: June 20, 2011	By:	/s/ Michael Prince
		Michael Prince
		Chief Executive Officer
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Exhibit Description

31.1		Certification Pursuant to SEC Rule 13a-14(a)/15d-14(a)

32.1		Certification Pursuant to 18 U.S.C. § 1350

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