UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

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

 

For the quarterly period ended August 31, 2015

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                    to                    .

 

Commission File Number   0-22735

 

	AgriVest Americas, Inc.
	(Exact name of registrant as specified in its charter)

 

Delaware		45-3977747
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

	11753 Willard Ave., Tustin, CA 92782
	(Address of principal executive offices and zip code)

 

	(714) 832-3249
	(Registrants telephone number, including area code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒  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). 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 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 ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☒ NO ☐

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 21,742,322 shares of common stock as of October 15, 2015.

 

 

 

AGRIVEST AMERICAS, INC.

 

FORM 10-Q

 

INDEX

 

		Page No.
PART I.	Financial Information	1
Item 1.	Financial Statements:	1
	Balance Sheets – August 31, 2015 (unaudited) and May 31, 2015	1
	Statements of Operations – Three months ended August 31, 2015(unaudited) and August 31, 2014 (unaudited)	2
	Statements of Cash Flows – Three months ended August 31, 2015 (unaudited) and August 31, 2014 (unaudited)	3
	Notes to Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4.	Controls and Procedures	10
PART II.	Other Information:	12
Item 6.	Exhibits	12
Signatures		13

  

 

PART I.     FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

AgriVest Americas, Inc.

 

BALANCE SHEETS

 

		August 31, 2015				May 31, 2015
		(unaudited)
Assets
Current assets:
Other current assets		$	---			$	11,835
Total assets		$	---			$	11,835
Liabilities and Shareholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses		$	239,672			$	220,222
Loan payable shareholders			65,073				65,073
Due to related parties			95,000				60,000
Notes payable			85,000				85,000
Total liabilities			484,745				430,295
Shareholders’ equity (Deficit):
Common stock, $.001 par value; 100,000,000 shares authorized; 21,742,322 shares issued and outstanding			21,742				21,742
Common stock subscribed, 50,000 shares			50				50
Additional paid-in capital			12,269,899				12,269,899
Accumulated deficit			(12,776,436	)			(12,710,151	)
Total shareholders’ deficit			(484,745	)			(418,460	)
Total liabilities and shareholders’ deficit		$	---			$	11,835

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENTS OF OPERATIONS

(unaudited)

 

		Three months ended,
		August 31, 2015				August 31, 2014
Selling, general and administrative expenses		$	(62,798	)		$	(19,494	)
Interest expense			(3,489	)			(3,558	)
Net loss before income taxes			(66,287	)			(23,052	)
Provision for income taxes			-				-
Net loss		$	(66,287	)		$	(23,052	)
Basic and diluted net loss per share:
Net loss per basic and diluted share		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding:
Basic and diluted			21,742,322				21,624,509

 

See accompanying notes.

 

  

AgriVest Americas, Inc.

 

STATEMENTS OF CASH FLOWS

(unaudited)

 

		Three months ended,
		August 31, 2015				August 31, 2014
Operating activities
Net loss		$	(66,287	)		$	(23,052	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Decrease in other current assets			12,317				---
Accounts payable and accrued expenses			18,970				10,440
Net cash used in operating activities			(35,000	)			(12,612	)
Net cash provided by financing activities
Proceeds from refundable deposit			35,000				---
Proceeds from issuance of notes payable			---				10,000
Loan from shareholders			---				2,350
Repayment of shareholder loans			---				(725	)
Net cash provided by financing activities			35,000				11,625
Change in cash and cash equivalents			---				(987	)
Cash and cash equivalents at beginning of period			---				1,756
Cash and cash equivalents at end of period		$	---			$	769

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

 

Note 1 - Description of Business and Summary of Significant Accounting Policies

 

Organization

 

AgriVest Americas, Inc. (formerly Robocom Systems International Inc.) (the “Company”) was incorporated under the laws of the State of New York in June 1982 and reincorporated in the State of Delaware on December 5, 2011. Since October 2005, the Company has been a “shell” company, as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, whose sole purpose was to locate and consummate a merger with or an acquisition of a private entity (see “Plan of Operations” below).

 

Plan of Operations

 

It was the intention of Mr. Campbell to establish our company in the business of providing seasoned and profitable agricultural companies in Brazil with expansion capital and equipment through a loan or loan/lease program in exchange for a percentage of the profits of the agricultural companies. In order to fund our proposed business plan, we intended to raise funds from investors by issuing common stock, preferred stock and/or debt securities. Upon the consummation of such fundraising efforts and the commencement of such operations, it was expected that our company would cease being a shell company.

 

At this time, our purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will not restrict our search to any specific business, industry or geographical location and we may participate in a business venture of virtually any kind or nature.

 

Unaudited Interim Financial Statements

 

The condensed balance sheet at May 31, 2015 was derived from audited financial statements but does not include all disclosures required by GAAP.

 

The accompanying interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and the instructions to Article 8 of Regulation S-X, and should be read in conjunction with the consolidated financial statements and related notes of the Company filed in its 2015 Annual Report on Form 10-K. The financial statements as of August 31, 2015 and for the three months ended August 31, 2015 and 2014 presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management such financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year. The condensed balance sheet at May 31, 2015 was derived from audited financial statements but does not include all disclosures required by GAAP.

 

Liquidity and Capital Resources

 

The Company’s accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve month period following the date of these financial statements.

 

 

The Company’s continued existence is dependent upon its ability to effect its business plan and generate sufficient cash flows to support its operations, as well as to provide sufficient resources to retire existing liabilities and obligations on a timely basis. The Company anticipates effecting future sales of debt or equity securities to execute its plans to fund its operations. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional debt or equity securities or that such funding, if available, will be obtained on terms favorable to or affordable by the Company.

 

Further, the Company faces considerable risk in its business plan and a potential shortfall of funding due to the Company’s inability to raise capital in the debt and equity securities markets. If no additional capital is raised, the Company will be forced to rely on existing cash in the bank or to scale back operations until such time that it generates revenues or raises additional capital, which raises substantial doubt about the Company’s ability to continue as a going concern.

 

In such a restricted cash flow scenario, the Company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, the Company may have to scale back operations and expansion plans during the next twelve months, or until such time as necessary funds can be raised in the debt or equity securities markets.

 

Note 2 - Related Party Transactions

 

From time to time, we have borrowed money from each of Michael Campbell and Eric M. Hellige, each of whom is a member of our board of directors and is a person who has a beneficial ownership of our outstanding common stock. Each borrowing bears interest at the rate of 8% per annum and matures on the earlier of (1) the date we are no longer a shell company, or June 30, 2015. As of August 31, 2015, we had net borrowings of approximately $25,693 from Mr. Campbell and $25,350 from Mr. Hellige. As of August 31, 2015, the notes payable are in default.

 

During the fiscal year ended May 31, 2015, we borrowed $3,525 and $380 from M1 Advisors and RHI Venture 2, respectively. We made payments of $3,075 to M1 Advisors and $100 to RHI Venture 2, respectively.

 

During the fiscal year ended May 31, 2014, we borrowed $5,050 and $10,250 from M1 Advisors and RHI Venture 2, respectively. During the fiscal year ended May 31, 2013, we borrowed $5,000 and $3,500 from M1 Advisors and RJI Venture 2, respectively.

 

From time to time, we have borrowed money from RHI Venture 2. This company is owned by Michael Campbell, a member of our board of directors and is a person who has a beneficial ownership of our outstanding common stock. Each borrowing bears interest at the rate of 8% per annum and matures on the earlier of (1) the date we are no longer is a shell company, or June 30, 2015. As of August 31, 2015, we had net borrowings of $14,030 from RHI Venture 2. As of August 31, 2015, this note payable is in default.

 

During the three months ended August 31, 2015, we paid consulting fees to M1 Advisors of $40,000. This company is owned by Michael Campbell, a member of our board of directors and is a person who has a beneficial ownership of our outstanding common stock.

 

During the fiscal year ended May 31, 2015, we entered into a letter of intent with Fision Holding, Inc. (“Fision”) to merge with Fision through a Reverse Take Over (“RTO”). We have agreed in principle to buy Fision by issuing a number of shares of common stock that will represent 96% of the post-merged entity’s fully diluted and outstanding capital structure through the merger. At the time the transaction is completed, Fision will have contributed $150,000 in cash to be used by us to settle certain outstanding obligations. The perceived value of the contemplated transaction to us is agreed by the parties to be worth approximately $526,887 ($150,000 in cash plus $376,887 in retained stock). To start the contemplated RTO, we required a $60,000 deposit to prepare for the RTO and complete all pre-merger audits, corporate filings, and reverse stock splits required to deliver the shell up-to-date in all SEC filings and ready for Merger through the RTO process. As of August 31, 2015, Fision has made deposits totaling $95,000 under this agreement. There can be no assurance that we will enter into a binding agreement to merge with Fision or that the RTO will be consummated.

 

 

Note 3 – Notes Payable

 

During the fiscal year ended May 31, 2015, we issued to one investor a promissory note in the aggregate principal amount of $10,000 with interest at 15% per annum. The promissory note is payable the date on which the Company consummates one or more offerings of debt or equity securities with aggregate net proceeds to the Company of at least $5,000,000. As an incentive to purchase the notes, the Company issued to the investor warrants to purchase 20,000 shares of the Company’s common stock.

 

During the fiscal year ended May 31, 2014, the Company issued to three investors promissory notes in the aggregate principal amount of $40,000 with interest at 15% per annum. The promissory notes are payable the date on which the Company consummates one or more offerings of debt or equity securities with aggregate net proceeds to the Company of at least $5,000,000. As an incentive to purchase the notes, the Company issued to the investors warrants to purchase 81,000 shares of the Company’s common stock.

 

During the year ended May 31, 2012, the Company issued to three investors promissory notes in the aggregate principal amount of $40,000 with interest at 10% per annum. The promissory notes are payable the earlier of (i) the date on which the Company consummates one or more offerings of debt or equity securities with aggregate net proceeds to the Company of at least $10,000,000, or (ii) October 31, 2012. As an incentive to purchase the notes, the Company issued to the investors 204,000 shares of the Company’s common stock. The relative fair value of the shares was $5,022 and was recorded as debt discount. The debt discount was amortized and recorded as interest expense over the term of the debt. There was no unamortized discount as of August 31, 2015.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Certain statements in this Report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include, among others, uncertainties relating to general economic and business conditions, intense competition for the acquisition of businesses, and domestic and foreign government regulations. The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

 

Overview

 

On October 11, 2005, the Company sold substantially all of its assets to Avantce RSI, LLC, a Delaware limited liability company, for $2,970,000 in cash, plus a $200,000 promissory note payable over two years. On July 28, 2006, the Company paid a dividend to its shareholders totaling approximately $2,760,000, which represented approximately 87% of the total assets at that time. On September 15, 2009, the Company paid a dividend to its shareholders totaling approximately $217,844, which represented approximately 82% of the total assets at that time.

 

 

On December 5, 2011, the Company entered into an Agreement and Plan of Merger dated as of December 5, 2011 in order to effect a reincorporation in the State of Delaware. The reincorporation merger was effected on December 5, 2011 and resulted in the following:

 

●

The change of domicile of the registrant from New York to Delaware, as a result of which the registrant is now governed by the laws of the State of Delaware and by a new certificate of incorporation and new by-laws governed by Delaware law;

 

●

The change of the corporate name of the registrant from “Robocom Systems International Inc.” to “AgriVest Americas, Inc.”;

 

●

The conversion of every share of the registrant’s common stock owned as of the effective date of the Reincorporation Merger into 0.5 of a share of common stock of the Company;

 

●

The reduction of the par value of the registrant’s common stock from $0.01 per share to $0.001 per share; and

 

●

The increase in the authorized capital stock of the registrant to 125,000,000 total shares, consisting of 100,000,000 shares of common stock, par value $0.001 per share, and 25,000,000 shares of “blank check” preferred stock, par value $0.001 per share.

 

On December 5, 2011, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with AgriVest Americas, Inc. and Michael Campbell. Pursuant to the Purchase Agreement, Mr. Campbell purchased following the reincorporation merger an aggregate of 19,000,000 shares of our common stock, par value $0.001 per share (the “Shares”), for an aggregate purchase price of $50,000. Immediately following the issuance of the Shares pursuant to the Purchase Agreement, an aggregate of 21,420,492 shares of our common stock was issued and outstanding and the shares of our common stock owned by Mr. Campbell represented approximately 88.7% of the issued and outstanding shares of capital stock of our company on a fully-diluted basis. The Shares were acquired with funds that Mr. Campbell borrowed from an entity controlled by a current director of our company.

 

Critical Accounting Policies

 

Use of 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 amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Cash and Cash Equivalents. The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents.

 

Basic and Diluted Net Income (Loss) Per Share. Basic and diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented.

 

The Company calculates income (loss) per common share in accordance with ASC Topic 260, "Earnings Per Share". Basic and diluted income (loss) per common share is computed based on the weighted average number of common shares outstanding. Common share equivalents consist of warrants and are excluded from the computation of diluted income (loss) per share, since the effect would be anti-dilutive. Common share equivalents, which could potentially dilute basic earnings (loss) per share in the future, and which were excluded from the computation of diluted income (loss) per share, totaled approximately 91,000 at August 31, 2015.

 

Income Taxes. The Company employs an asset and liability approach in accounting for income taxes payable or refundable at the date of the financial statements as a result of all events that have been recognized in the financial statements and as measured by the provisions of enacted laws.

 

 

Deferred tax assets or liabilities are recognized for temporary differences that will result in deductible amounts or taxable income in future years and for net operating loss carry forwards. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

 

Concentration of Credit Risk. The Company maintains its cash principally at one commercial bank. Management does not believe significant credit risk existed at August 31, 2015. 

 

Results of Operations

 

Comparison of Three-Month Periods Ended August 31, 2015 and August 31, 2014 (unaudited)

 

Revenues. We did not record any revenues related to our operations during the three-month periods ended August 31, 2015 and 2014.

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses consisted of consulting fees, financial personnel and professional fees, as well as other miscellaneous administrative expenses. For the three-months ended August 31, 2015, selling, general and administrative expenses increased by $43,304 to $62,798, as compared to $19,494 during the three-months ended August 31, 2014. This increase was primarily related to increased consulting and professional fees related to seeking a candidate for merger and SEC filing requirements.

 

Interest Expense. For the three-months ended August 31, 2015, interest expense decreased by $69 to $3,489, as compared to $3,558 during the three-months ended August 31, 2014. This decrease was primarily related to decreased borrowings under the loans from shareholders and the notes payable.

 

Income Taxes. No provision for or benefit of income taxes was reflected in the 2015 or 2014 periods, as the benefits of operating loss carryforwards have been reserved.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Our company’s cash expenditures during the three months ended August 31, 2015 were limited primarily to amounts required for the payment of professional fees in connection with our company meeting its requirements under the securities laws and in completing the transactions contemplated by the Purchase Agreement.

 

During the three months ended August 31, 2015, we funded our operations with the cash derived from the Purchase Agreement. As of August 31, 2015, we did not have any cash and cash equivalents. As of August 31, 2014, we had $769 in cash and cash equivalents.

 

Net cash used in operating activities was $35,000 and 12,613 for the three months ended August 31, 2015 and 2014, respectively. During the three months ended August 31, 2015 and 2014, our company was not engaged in any revenue-generating operations. Cash used in operations was higher in the 2015 periods primarily as a result of increased costs related to professional and consulting fees.

 

Net cash provided by financing activities was $35,000 and $11,625 for the three months ended August 31, 2015 and 2014, respectively. During the three months ended August 31, 2015, we received a deposit on the Purchase Agreement of $35,000. During the three months ended August 31, 2014, we borrowed $2,350 from related parties and repaid $725 to related parties. We sold Notes totaling $10,000.

 

 

The accompanying financial statements have been prepared assuming that our company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve month period following the date of these consolidated financial statements. Our continued existence is dependent upon our ability to effect our business plan and generate sufficient cash flows from operations to support its daily operations, as well as to provide sufficient resources to retire existing liabilities and obligations on a timely basis. We anticipate effecting future sales of debt or equity securities to execute our plans to fund our operations. However, there is no assurance that it will be able to obtain additional funding through the sales of additional debt or equity securities or that such funding, if available, will be obtained on terms favorable to or affordable by our company.

 

Further, we face considerable risk in our business plan and a potential shortfall of funding due to our inability to raise capital in the debt and equity securities markets. If no additional capital is raised, our company will be forced to rely on existing cash in the bank and or scale back operations until such time that it generates revenues or raises additional capital, which raises substantial doubt about its ability to continue as a going concern.

 

In such a restricted cash flow scenario, our company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, our company may have to scale back operations and expansion plans during the next twelve months, or until such time as necessary funds can be raised in the debt or equity securities markets.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and is not required to provide the information under this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The management of the Company, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of three months ended August 31, 2015 to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to its management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of August 31, 2015, the disclosure controls and procedures were not effective at the reasonable assurance level due to the material weakness described below.

 

In light of the material weakness described below, the Company performed additional analysis to ensure its financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present, in all material respects, the Company’s financial condition, results of operations and cash flows for the periods presented.

 

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 5) or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected.

 

 

In performing its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, management identified a material weakness relating to the relatively small number of professionals employed by the Company in bookkeeping and accounting functions, which prevents the Company from appropriately segregating duties within its internal control systems. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.

 

The material weakness described above caused management to conclude that, as of August 31, 2015, the Company’s disclosure controls and procedures were not effective at the reasonable assurance level. Management will continue to evaluate the Company’s existing accounting personnel needs and intends to increase the Company’s accounting and financing personnel resources by hiring additional accounting staff. However, the Company will be unable to remedy this material weakness in its disclosure controls until it has the financial resources that will allow it to hire additional qualified employees.

 

Changes in Internal Controls

 

There were no changes in the Company’s internal controls over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

 

 

PART II.     OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

The exhibits required by this item are listed on the Exhibit Index attached hereto.

 

 

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.

 

	AGRIVEST AMERICAS, INC.
October 15, 2015	By:	/s/ Michael B. Campbell
		Michael B. Campbell, Chief Executive Officer and Chief Financial Officer

 

 

Exhibit Index

 

Exhibit No.		Description
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
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) interactive data files are 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, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

 

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