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EXCEL - IDEA: XBRL DOCUMENT - Vansen Pharma Inc.Financial_Report.xls
EX-3.2 - ARTICLES OF MERGER - Vansen Pharma Inc.oknv_ex32.htm
EX-3.1 - CERTIFICATE OF CHANGE - Vansen Pharma Inc.oknv_ex31.htm
EX-32.1 - CERTIFICATION - Vansen Pharma Inc.oknv_ex321.htm
EX-31.1 - CERTIFICATION - Vansen Pharma Inc.oknv_ex311.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2013
 
or
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________
 
Commission File Number 001-33715
 
OKANA VENTURES, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
20-2881151
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
 
101 Convention Centre Drive, Suite 700, Las Vegas, NV
 
89109
(Address of principal executive offices)
 
(Zip Code)
 
775-636-6986
(Registrant’s telephone number, including area code)
 
________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x YES  o 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).  x YES  o 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer o
Non-accelerated filer
o Smaller reporting company x
(Do not check if a smaller reporting company)      
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act  x YES  o NO
 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
88,952,174 common shares issued and outstanding as of August 19, 2013.
 


 
 

 
 
PART I — FINANCIAL INFORMATION
 
ITEM 1 – FINANCIAL STATEMENTS
 
   
Page(s)
 
       
Balance Sheets as of June 30, 2013 and December 31, 2012 (unaudited)
    F-1  
         
Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2013 and 2012 and the Period from May 9, 2005 (Inception) through June 30, 2013 (unaudited)
    F-2  
         
Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012 and the Period from May 9, 2005 (Inception) through June 30, 2013 (unaudited)
    F-3  
         
Notes to Unaudited Financial Statements
    F-4  

 
2

 
 
OKANA VENTURES, INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS
(UNAUDITED)
 
   
June 30,
   
December 31,
 
   
2013
   
2012
 
ASSETS
Current Assets
           
Cash and cash equivalents
  $ 176     $ 15,015  
Total Current Assets
    176       15,015  
                 
TOTAL ASSETS
  $ 176     $ 15,015  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
               
Current Liabilities
               
Accounts payable
  $ 5,624     $ 5,573  
Notes payable to stockholder
    113,905       113,905  
Total Current Liabilities
    119,529       119,478  
                 
Total Liabilities
    119,529       119,478  
                 
STOCKHOLDERS' DEFICIT
               
Common stock, par value $0.001, 1,200,000,000 shares authorized
               
and 42,300,000 shares issued and outstanding
    42,300       42,300  
Additional paid-in capital
    108,914       105,506  
Deficit accumulated during the exploration stage
    (268,368 )     (250,070 )
Cumulative other comprehensive loss
    (2,199 )     (2,199 )
Total Stockholders' Deficit
    (119,353 )     (104,463 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 176     $ 15,015  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-1

 
 
OKANA VENTURES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
 
   
Three Months Ended
   
Six Months Ended
   
May 9, 2005
 
   
June 30,
   
June 30,
   
(Inception) to
 
   
2013
   
2012
   
2013
   
2012
   
June 30, 2013
 
                               
INCOME
  $ -     $ -     $ -     $ -     $ -  
                                         
OPERATING EXPENSES
                                       
Organizational expenses
    -       -       -       -       1,097  
Mineral property costs
    -       -       -       -       52,540  
Consulting
    -       -       -       -       1,200  
Professional fees
    7,800       3,000       11,750       10,000       125,815  
General and administrative
    2,783       3,947       3,140       7,328       61,896  
Taxes and licenses
    -       -       -       -       375  
Total Operating Expenses
    10,583       6,947       14,890       17,328       242,923  
                                         
OTHER INCOME AND (EXPENSE)
                                       
Miscellaneous consulting income
            -       -       -       7,224  
Imputed interest – related party
    (1,704 )     (1,763 )     (3,408 )     (3,526 )     (32,669 )
                                         
Total other income and (expense)
    (1,704 )     (1,763 )     (3,408 )     (3,526 )     (25,445 )
                                         
NET LOSS APPLICABLE TO COMMON SHARES
  $ (12,287 )   $ (8,710 )   $ (18,298 )   $ (20,854 )   $ (268,368 )
                                         
Foreign currency translation adjustment
    -       490       -       89       (2,199 )
                                         
COMPREHENSIVE LOSS
  $ (12,287 )   $ (8,220 )   $ (18,298 )   $ (20,765 )   $ (270,567 )
                                         
NET LOSS PER SHARE - BASIC AND DILUTED
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
                                         
WEIGHTED AVERAGE NUMBER OF COMMON
                                       
SHARES OUTSTANDING - BASIC AND DILUTED
    42,300,000       41,783,520       42,300,000       41,541,756          
 
The accompanying notes are an integral part of these financial statements.
 
 
F-2

 
 
OKANA VENTURES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
Six Months Ended
   
May 9, 2005
 
   
June 30,
   
(Inception) to
 
   
2013
   
2012
   
June 30, 2013
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net loss
  $ (18,298 )   $ (20,854 )   $ (268,368 )
Adjustments to reconcile net loss to net cash
                       
used in operating activities
                       
Imputed interest expense - related party
    3,408       3,526       31,714  
Changes in operating assets and liabilities
                       
Increase in accounts payable and
                       
accrued expenses
    51       2,832       5,624  
                         
Net cash used in operating activities
    (14,839 )     (14,496 )     (231,030 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Sale of common stock
            25,000       119,500  
Proceeds from notes payable to stockholders
    -       -       113,558  
                         
Net cash provided by financing activities
    -       25,000       233,058  
                         
EFFECTS OF FOREIGN CURRENCY
                       
TRANSLATION ON CASH
    -       -       (1,852 )
                         
NET (DECREASE) INCREASE IN
                       
CASH AND CASH EQUIVALENTS
    (14,839 )     10,504       176  
CASH AND CASH EQUIVALENTS -
                       
BEGINNING OF PERIOD
    15,015       18,766       -  
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ 176     $ 29,270     $ 176  
                         
SUPPLEMENTAL CASH FLOW INFORMATION:
                       
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for taxes
    -       -       -  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-3

 
 
OKANA VENTURES, INC.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
 
NOTE 1– BASIS OF PRESENTATION

The accompanying unaudited financial statements of Okana Ventures, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2012 as reported in Form 10-K, have been omitted.

On July 30, 2013, the Company closed an asset purchase agreement with Vansen Pharma, Inc. (“Vansen”), whereby the Company purchased the right, title and interest to certain Spectracef® and cefditoren pivoxil products in the United States, along with related contracts, records, inventories and product registrations. Vansen will retain their right, title and interest to the products in Canada. Vansen is a sales and marketing organization focused on specialty pharmaceutical products. With its US-based sales force the Company sells its anti-infective product Spectracef(R) and its authorized generic (cefditoren pivoxil) to major wholesalers and pharmacy chains.

On July 30, 2013, the Company’s board of directors approved the change of Company’s name to “Vansen Pharma Inc.”. The name change will be effected through an agreement and plan of merger to merge with and into the Company’s wholly-owned subsidiary, which was formed on August 7, 2013 solely for the change of name. The name change is pending approval from Financial Industry Regulatory Authority (“FINRA”).

NOTE 2 – GOING CONCERN

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has a working capital deficit of $119,353 and has accumulated deficit of $268,368 as of June 30, 2013. Further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans and/or private placement of common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
 
 
F-4

 
 
NOTE 3 – NOTES AND LOANS PAYABLE TO STOCKHOLDERS

As of June 30, 2013 and December 31, 2012, the Company had a total of $113,905 due to its former sole director and officer. The amounts due are unsecured, bear no interest and are due on demand. The Company imputes simple interest at 6% per annum as interest expense with the related-party donated interest as additional paid-in capital. The Company recorded related-party interest of $3,408 during the six months ended June 30, 2013.
 
NOTE 4 – EQUITY

On August 7, 2013, the Company effected a twelve (12) for one (1) forward stock split of our common stock with a par value of $0.001. The par value was amended from $0.0001 to $0.001. All share and per share amounts herein have been retroactively restated to reflect both the split and the par value revision.

NOTE 5 – SUBSEQUENT EVENTS

On July 30, 2013, the Company entered into and closed an asset purchase agreement with Vansen to acquire the right, title and interest to certain Spectracef® and cefditoren pivoxil products in the United States, along with related contracts, records, inventories and product registrations. Vansen will retain their right, title and interest to the products in Canada. As consideration for the purchase, the Company paid Vansen $900,000 in cash and issued 43,500,000 shares of common stock. The issuance of these shares resulted in a change in control of the Company.

Concurrently with the purchase agreement with Vansen, the Company entered into a private placement subscription agreement with an investor pursuant to which the Company received gross proceeds of $1,450,000 for the issuance of 3,152,174 shares of common stock, at a price of $0.46 per share.
 
 
F-5

 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
 
FORWARD-LOOKING STATEMENTS
 
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
 
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
 
As used in this current report and unless otherwise indicated, the terms "we", "us", "our" and "our company" mean Okana Ventures, Inc.
 
Our Business
 
History
 
Okana Ventures, Inc. was incorporated on May 9, 2005, in the State of Nevada. We were in the business of acquisition and exploration of mineral properties.
 
On July 30, 2013, we entered into and closed an asset purchase agreement with Vansen Pharma, Inc., pursuant to which we agreed to purchase the right, title and interest to certain Spectracef® and cefditoren pivoxil products in the United States, along with related contracts, records, inventories and product registrations. Vansen will retain their right, title and interest to the products in Canada.
 
As consideration for the purchase, we paid Vansen $900,000 in cash and issued 43,500,000 shares of common stock which resulted in a change in control of the Company.
 
Vansen Pharma is a sales and marketing organization focused on specialty pharmaceutical products. With its US-based sales force the company sells its anti-infective product Spectracef(R) and its authorized generic (cefditoren pivoxil) to major wholesalers and pharmacy chains.
 
Vansen focuses on broad therapeutic areas which are still anticipated to grow and present an opportunity for major expansion. Vansen will grow its commercial presence by adding complimentary products through in–licensing, co-promotion and acquisitions; building a commercialized product portfolio.
 
 
3

 
 
In regards to the assets that we have acquired from Vansen, SPECTRACEF® and its authorized generic (cefditoren pivoxil) are effective antibiotic therapy in a patient-friendly dose pack offering convenience and promoting compliance. SPECTRACEF® (cefditoren pivoxil) tablets are indicated for treatment of mild to moderate infections in patients 12 years of age or older caused by susceptible strains of the following microorganisms:
 
-  
Acute Bacterial Exacerbation of Chronic Bronchitis caused by Haemophilus influenzae.
-  
Community-Acquired Pneumonia caused by Haemophilus influenzae.
-  
Pharyngitis/Tonsillitis caused by Streptococcus pyogenes.
-  
Uncomplicated Skin and Skin-Structure Infections caused by Staphylococcus aureus.
 
Effective July 30, 2013, Maria Peralta resigned as a director and officer of our company and Richard Azani and Patrick Charles Frankham were appointed directors of our company. Also effective July 30, 2013, Richard Azani was appointed as our president, secretary, chief financial officer and treasurer.
 
On July 30, 2013, our board of directors approved the change of our name to “Vansen Pharma Inc.”. We anticipate that the name change will be effected through an agreement and plan of merger to merge with and into our wholly-owned subsidiary, which shall be formed solely for the change of name.
 
On August 7, 2013, the Company effected a twelve (12) for one (1) forward stock split of our common stock with a par value of $0.001. The par value was amended from $0.0001 to $0.001. All share and per share amounts herein have been retroactively restated to reflect both the split and the par value revision..
 
These amendments will be submitted for review with the Financial Industry Regulatory Authority (“FINRA”). We will announce the completion of FINRA review and the effectiveness of these changes on the market by filing a Current Report on Form 8-K.
 
Results of Operations
 
Results of Operations for the Six Months Ended June 30, 2013 and 2012
 
During the six months ended June 30, 2013 and 2012 we had no revenue.
 
Our net loss and comprehensive loss for the six months ended June 30, 2013 and 2012 for the respective items are summarized as follows:
 
   
SIX MONTHS ENDED
 
   
JUNE 30,
 
   
2013
   
2012
 
             
Professional fees
  $ 11,750     $ 10,000  
General and administrative
    3,140       7,328  
Interest expense
    3,408       3,526  
NET LOSS APPLICABLE TO COMMON SHARES
  $ (18,298 )   $ (20,854 )
Foreign currency translation adjustment
    -       89  
COMPREHENSIVE LOSS
  $ (18,298 )   $ (20,765 )
 
From the six months ended June 30, 2012 to the six months ended June 30, 2013, accounting and auditors’ fees increased from $10,000 to $11,750, office and administrative fees decreased from $7,328 to $3,140 due to our more streamlined operations in 2013, and interest expense decreased from $3,526 to $3,408 due to foreign currency translation we used in 2012 which is not required in 2013.
 
 
4

 
 
Results of Operations for the Three Months Ended June 30, 2013 and 2012
 
During the three months ended June 30, 2013 and 2012 we had no revenue.
 
Our net loss and comprehensive loss for the three months ended June 30, 2013 and 2012 for the respective items are summarized as follows:
 
   
THREE MONTHS ENDED
 
   
JUNE 30,
 
   
2013
   
2012
 
             
Professional fees
  $ 7,800     $ 3,000  
General and administrative
    2,784       3,947  
Interest expense
    1,704       1,763  
NET LOSS APPLICABLE TO COMMON SHARES
  $ (12,288 )   $ (8,710 )
Foreign currency translation adjustment
    -       490  
COMPREHENSIVE LOSS
  $ (12,288 )   $ (8,220 )
 
From the three months ended June 30, 2012 to the three months ended June 30, 2013, accounting and auditors’ fees increased from $3,000 to $7,800 mostly due to timing difference of the year end audits, office and administrative fees decreased from $3,947 to $2,784 due to our more streamlined operations in 2013, and interest expense decreased from $1,763 to $1,704 due to foreign currency translation we used in 2012 which is not required in 2013.
 
Liquidity and Financial Condition
 
Working Capital
 
At June 30, 2013 the Company had cash balance of $176 and working capital deficit of $119,353. At December 31, 2012 the Company had cash balance of $15,015 and working capital deficit of $104,463.
 
Operating Activities
 
During the six months ended June 30, 2013 net cash used in operating activities was $14,839 compared to cash used in operating activities of $14,496 in the six months ended June 30, 2012.
 
Investing Activities
 
During the six months ended June 30, 2013 and 2012 we had no cash flows from investing activities.
 
Financing Activities
 
During the six months ended June 30, 2013 we had no cash flows from financing activities. During the six months ended June 30, 2012 we raised $25,000 by selling 83,333 shares of our common stock at $0.30 per share to our sole director and officer.
 
 
5

 

Going Concern

Due to our being an exploration stage company and not having generated revenues, in the financial statements for the year ended December 31, 2012, our independent registered public accountant included an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. Our audited financial statements for the year ended December 31, 2012 contained additional note disclosures describing the circumstances that lead to this disclosure.
 
As of June 30, 2013, we had accumulated losses from inception of $268,368 and a working capital deficit of $119,353. The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 4. CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
Under the supervision and with the participation of our management, including our principal executive officer who is also our principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer who is also our principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. However, because we have limited transactions which are all approved, carried out and reviewed by our director and officer, the impact of the limitations are not material.
 
Changes in internal control over financial reporting
 
There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
 
 
6

 
 
PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
Effective July 30, 2013, we issued 43,500,000 shares of common stock to Vansen, a non U.S. person (at that term as defined in Regulation S of the Securities Act of 1933), relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

Effective July 30, 2013, concurrently with the agreement with Vansen, we entered into a private placement subscription agreement with an investor pursuant to which we have received gross proceeds of US$1,450,000 for the issuance of 3,152,174 shares of our common stock, at a price of $0.46 per share.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
 
None.
 
ITEM 4. MINE SAFETY DISCLOSURES.
 
Not applicable.
 
ITEM 5. OTHER INFORMATION.
 
None.
 
 
7

 

ITEM 6. EXHIBITS
 
d) Exhibits
 
Exhibit No.
 
Document Description
     
3.1   Certificate of Change.
     
3.2   Articles of Merger.
     
31.1*
 
Section 302 Certification of Chief Executive Officer and Chief Financial Officer.
     
32.1*
 
Section 906 Certification of Chief Executive Officer and Chief Financial Officer.
 
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document
___________
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
8

 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
  OKANA VENTURES, INC.  
  (Registrant)  
       
Dated: August 19, 2013
By:
/s/ Richard Azani  
    Richard Azani  
    President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)  
       
       
 
By:
/s/ Patrick Charles Frankham  
    Patrick Charles Frankham  
    Director  
 
 
9