£ |
Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 |
Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 |
Delaware |
76-0736467 |
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(State or other jurisdiction of incorporation or |
(IRS Employer Identification No.) |
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organization) |
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56 Laenani Street |
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Haiku, HI |
96708 |
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(Address of principal executive offices) |
(Zip Code) |
Large Accelerated Filer £ |
Accelerated Filer £ |
Non-Accelerated Filer £ (Do not check if a smaller reporting company) |
Smaller Reporting Company þ |
PART I |
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ITEM 1. |
BUSINESS |
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ITEM 1A. |
RISK FACTORS |
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ITEM 1B. |
UNRESOLVED STAFF COMMENTS |
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ITEM 2. |
PROPERTIES |
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ITEM 3. |
LEGAL PROCEEDINGS |
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ITEM 4. |
MINE SAFETY DISCLOSURES |
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PART II |
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ITEM 5. |
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
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ITEM 6. |
SELECTED FINANCIAL DATA |
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ITEM 7. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION |
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ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
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ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
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ITEM 9 |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE |
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ITEM 9A |
CONTROLS AND PROCEDURES |
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ITEM 9B. |
OTHER INFORMATION |
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PART III |
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ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
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ITEM 11. |
EXECUTIVE COMPENSATION |
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ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
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ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
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ITEM 14 |
PRINCIPAL ACCOUNTING FEES AND SERVICES |
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PART IV |
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ITEM 15. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
This Annual Report on Form 10-K (the Report), including Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 7 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and the future results of Yacht Finders, Inc. and its consolidated subsidiaries (the Company) that are based on managements current expectations, estimates, projections and assumptions about the Companys business. Words such as expects, anticipates, intends, plans, believes, sees, estimates and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, those discussed in, Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 7 and elsewhere in this Report as well as those discussed from time to time in the Companys other Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions. Such forward-looking statements speak only as of the date of this Report or, in the case of any document incorporated by reference, the date of that document, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report. If we update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.
1. The material facts as to the relationship or interest of the affiliate and as to the contract or transaction are disclosed or are known to the Board of Directors, and the Board in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum; or
2. The material facts as to the relationship or interest of the affiliate and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or
3. The contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board of Directors or the stockholders.
1. Potential for growth and profitability, indicated by new technology, anticipated market expansion, or new products;
2. The Companys perception of how any particular business opportunity will be received by the investment community and by the Companys stockholders;
3. Whether, following the business combination, the financial condition of the business opportunity would be, or would have a significant prospect in the foreseeable future of becoming sufficient to enable the securities of the Company to qualify for listing on an exchange or on a national automated securities quotation system, such as NASDAQ, so as to permit the trading of such securities to be exempt from the requirements of Rule 15c2-6 adopted by the Securities and Exchange Commission.
4. Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements, or from other sources;
5. The extent to which the business opportunity can be advanced;
6. Competitive position as compared to other companies of similar size and experience within the industry segment as well as within the industry as a whole;
7. Strength and diversity of existing management, or management prospects that are scheduled for recruitment;
8. The cost of participation by the Company as compared to the perceived tangible and intangible values and potential; and
9. The accessibility of required management expertise, personnel, raw materials, services, professional assistance, and other required items.
12/31/13 |
12/31/12 |
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---|---|---|---|---|---|---|---|---|---|---|
Revenues |
$ | | $ | | ||||||
Net Loss |
$ | (77,193 | ) | $ | (75,000 | ) | ||||
Net Loss Per Share, Basic and Diluted |
$ | (0.01 | ) | $ | (0.01 | ) | ||||
Weighted Average No. Shares, Basic and Diluted |
5,199,000 | 5,199,000 | ||||||||
Stockholders Deficit |
$ | (419,875 | ) | $ | (342,682 | ) | ||||
Total Assets |
$ | | $ | | ||||||
Total Liabilities |
$ | 419,875 | $ | 342,682 |
ITEM
7. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION |
Line Item | 12/31/13 | 12/31/12 | Increase (Decrease) |
Percentage Increase (Decrease) |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues |
$0 |
$0 |
$0 |
0.0% |
||||||||
Operating expenses |
57,861 |
59,323 |
(1,462) |
(2.5%) |
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Net loss |
(77,193) |
(75,000) |
2,193 |
2.9% |
||||||||
Loss per share of common stock |
(0.01) |
(0.01) |
(0.00) |
|
December 31, 2013 |
December 31, 2012 |
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ASSETS |
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TOTAL ASSETS |
$ | | $ | | ||||||
LIABILITIES & STOCKHOLDERS DEFICIT |
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Current liabilities |
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Accrued liabilities |
2,391 | | ||||||||
Accrued interest-related party |
63,353 | 44,021 | ||||||||
Note payablerelated party |
354,131 | 298,661 | ||||||||
Total current liabilities and total liabilities |
419,875 | 342,682 | ||||||||
Stockholders deficit |
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Preferred stock, par value $0.001, 20,000,000 shares authorized, no shares issued and outstanding at December 31, 2013 and December 31, 2012,
respectively |
| | ||||||||
Common stock, par value $0.001, 80,000,000 shares authorized, 5,199,000 shares issued and outstanding at December 31, 2013 and December 31,
2012, respectively |
520 | 520 | ||||||||
Additional paid-in capital |
49,280 | 49,280 | ||||||||
Deficit accumulated during the development stage |
(469,675 | ) | (392,482 | ) | ||||||
Total stockholders deficit |
(419,875 | ) | (342,682 | ) | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT |
$ | | $ | |
YEAR ENDED DECEMBER 31, |
FROM INCEPTION (APRIL 15, 2003) TO |
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2013 |
2012 |
DEC. 31, 2013 |
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REVENUES |
$ | | $ | | $ | | ||||||||
OPERATING AND EXPENSES: |
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Contributed rent |
| | 5,400 | |||||||||||
General and administrative |
17,861 | 19,323 | 150,921 | |||||||||||
Management Feesrelated party |
40,000 | 40,000 | 250,000 | |||||||||||
TOTAL OPERATING EXPENSES |
57,861 | 59,323 | 406,321 | |||||||||||
OTHER EXPENSES: |
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Interest expense related party |
19,332 | 15,677 | 63,353 | |||||||||||
NET LOSS |
$ | (77,193 | ) | $ | (75,000 | ) | $ | (469,674 | ) | |||||
BASIC AND DILUTED LOSS PER COMMON SHARE |
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Net income (loss) |
$ | (0.01 | ) | $ | (0.01 | ) | ||||||||
WEIGHTED AVERAGE NUMBER OF |
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SHARES OUTSTANDINGBASIC AND DILUTED |
5,199,000 | 5,199,000 |
Common Stock |
Additional | Deficit Accumulated During |
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Shares |
Par Value |
Paid-In Capital |
Development Stage |
Total |
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Balance at April 15, 2003 (inception) |
| $ | | $ | | $ |
$ |
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April 2003, common stock sold to an officer ($.0001/share) |
5,000,000 | 500 | | |
500 |
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July through September 2003, common stock sold through a private offering ($.10/share) |
139,000 | 14 | 13,886 | |
13,900 |
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Office space contributed by an officer |
| | 900 | |
900 |
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Net loss |
| | | (6,668) |
(6,668) |
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Balance at December 31, 2003 |
5,139,000 | 514 | 14,786 | (6,668) |
8,632 |
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Office space contributed by an officer |
| | 1,200 | |
1,200 |
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Net loss |
| | | (10,880) |
(10,880) |
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Balance at December 31, 2004 |
5,139,000 | 514 | 15,986 | (17,548) |
(1,048) |
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Office space contributed by an officer |
| | 1,200 | |
1,200 |
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Net loss |
| | | (8,746) |
(8,746) |
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Balance at December 31, 2005 |
5,139,000 | 514 | 17,186 | (26,294) |
(8,594) |
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September 2006, common stock sold in private offering ($.50/share) |
40,000 | 4 | 19,996 | |
20,000 |
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Office space contributed by an officer |
| | 1,200 | |
1,200 |
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Net loss |
| | | (13,117) |
(13,117) |
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Balance at December 31, 2006 |
5,179,000 | 518 | 38,382 | (39,411) |
(511) |
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March 2007, common stock sold pursuant to SB-2 registered offering at $.50 per share |
20,000 | 2 | 9,998 | |
10,000 |
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Office space contributed by an officer |
| | 900 | |
900 |
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Net loss |
| | | (21,755) |
(21,755) |
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Balance at December 31, 2007 |
5,199,000 | 520 | 49,280 | (61,166) |
(11,366) |
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Net loss |
| | | (58,171) |
(58,171) |
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Balance at December 31, 2008 |
5,199,000 | 520 | 49,280 | (119,337) |
(69,537) |
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Net loss |
| | | (60,475) |
(60,475) |
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Balance at December 31, 2009 |
5,199,000 | $ | 520 | $ | 49,280 | $(179,812) |
$(130,012) |
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Net loss |
| | | (64,994) |
(64,994) |
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Balance at December 31, 2010 |
5,199,000 | $ | 520 | $ | 49,280 | $(244,806) |
$(195,006) |
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Net loss |
| | | (72,676) |
(72,676) |
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Balance at December 31, 2011 |
5,199,000 | $ | 520 | $ | 49,280 | $(317,482) |
$(267,682) |
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Net loss |
| | | (75,000) |
(75,000) |
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Balance at December 31, 2012 |
5,199,000 | $ | 520 | $ | 49,280 | $(392,482) |
$(342,682) |
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Net loss |
| | | (77,193) |
(77,193) |
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Balance at December 31, 2013 |
5,199,000 | $ | 520 | $ | 49,280 | $(469,675) |
$(419,875) |
YEAR ENDED DEC. 31 |
FROM INCEPTION (APRIL 15, 2003) TO |
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2013 |
2012 |
DEC. 31, 2013 |
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OPERATING ACTIVITIES: |
|||||||||||||||
Net loss |
$ | (77,363 | ) | $ | (75,000 | ) | $ | (469,674 | ) | ||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|||||||||||||||
Office space contribution |
| | 5,400 | ||||||||||||
Loss on website development fees |
| | 2,500 | ||||||||||||
Accrued interest |
17,330 | 16,677 | 63,353 | ||||||||||||
Changes in operating assets and liabilities: |
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Increase (decrease) in: |
|||||||||||||||
Accounts payable |
(2,102 | ) | (2,540 | ) | 2,391 | ||||||||||
NET CASH USED IN OPERATING ACTIVITIES |
(62,135 | ) | (61,863 | ) | (396,030 | ) | |||||||||
INVESTING ACTIVITIES: |
|||||||||||||||
Payments for website development |
| | (2,500 | ) | |||||||||||
NET CASH USED IN INVESTING ACTIVITIES |
| | (2,500 | ) | |||||||||||
FINANCING ACTIVITIES: |
|||||||||||||||
Proceeds from note payable-related party |
62,135 | 61,863 | 354,130 | ||||||||||||
Common stock issued for cash |
| | 44,400 | ||||||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES |
62,135 | 61,863 | 398,530 | ||||||||||||
INCREASE (DECREASE) IN CASH |
| | | ||||||||||||
CASH BEGINNING OF PERIOD |
| | | ||||||||||||
CASH END OF PERIOD |
$ | | $ | | $ | | |||||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Cash paid for interest |
$ | | $ | | $ | | |||||||||
Cash paid for taxes |
$ | | $ | | $ | |
* | Preferred stock, $0.0001 par value: 20,000,000 shares authorized; -0- shares issued and outstanding. | |
* | Common stock, $0.0001 par value: 80,000,000 shares authorized; 5,199,000 shares issued and outstanding. |
As of 12/31/2013 | As of 12/31/2012 | Inception to 12/31/2013 |
|||||||
Principal balance |
$354,131 |
$298,661 |
$354,131 |
||||||
Interest expense |
$19,332 |
$15,677 |
$63,353 |
Period ended 12/31/2013 |
Period ended 12/31/2012 |
Inception to 12/31/2013 |
|||||||
Management fees |
$40,000 |
$40,000 |
$250,000 |
2013 |
2012 |
|||||||||
Net operating loss carry forward |
$ | 164,218 | $ | 137,200 | ||||||
Valuation allowance |
(164,218 | ) | (137,200 | ) | ||||||
Net deferred tax asset |
$ | | $ | |
2013 |
2012 |
|||||||||
Tax credit at statutory rate (35%) |
$ | (27,018 | ) | $ | (26,250 | ) | ||||
Increase in valuation allowance |
27,018 | 26,250 | ||||||||
Net deferred tax asset |
$ | | $ | |
ITEM
9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have a material effect on the financial statements. |
Name |
Age | Positions Held |
||||||||
Thomas W. Colligan |
41 | CEO, CFO President, Treasurer and Secretary since 2007 |
Name |
Number of Shares Beneficially Owned(1) |
Percent of Outstanding Shares(1) |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Fountainhead Capital Management Limited |
4,350,500 | 83.68 | % | |||||||
Portman House Hue Street St Helier Jersey JE4 5RP |
||||||||||
La Pergola Investments Limited |
769,500 | 14.80 | % | |||||||
Portman House Hue Street St Helier Jersey JE4 5RP |
||||||||||
Name |
Number of Shares Beneficially Owned(1) |
Percent of Outstanding Shares(1) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Thomas Colligan |
0 | 0.00 | % | |||||||
5528 Westcott Circle Frederick, Maryland |
||||||||||
Officers and directors as a group (one person) |
0 | 0.00 | % |
(1) |
For the purposes of this table, a person is deemed to have beneficial ownership of any shares of capital stock that such person has the right to acquire within 60 days of December 31, 2013. All percentages for common stock are calculated based upon a total of 5,199,000 shares outstanding as of December 31, 2013, plus, in the case of the person for whom the calculation is made, that number of shares of common stock that such person has the right to acquire within 60 days of December 31, 2013. |
ITEM
13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
1. |
FINANCIAL STATEMENTS |
|
Report of Paritz & Co. P.A., Independent Registered Certified Public Accounting Firm |
|
Balance Sheets as of December 31, 2013 and 2012 |
|
Statements of Operations for the years ended December 31, 2013 and 2012 and the period from April 15, 2003 (inception) to December 31, 2013 |
|
Statements of Changes in Stockholders Equity for the period from April 15, 2003 (inception) to December 31, 2013 |
|
Statements of Cash Flows for the years ended December 31, 2013 and 2012 and the period from April 15, 2003 (inception) to December 31, 2013 |
|
Notes to Financial Statements |
2. |
FINANCIAL STATEMENT SCHEDULES |
3. |
EXHIBITS |
Exhibit No. | Identification of Exhibit |
31.1. | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2. | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Yacht Finders, Inc. (Registrant) |
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By |
||||||||||
/s/ Thomas W. Colligan |
||||||||||
Thomas W. Colligan President, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer |
||||||||||
Date |
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March 15, 2014 |
By |
||||||||||
/s/ Thomas W. Colligan |
||||||||||
Thomas W. Colligan Sole Director, President, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer |
||||||||||
Date |
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March 15, 2014 |
1.
|
I have reviewed this Form 10-K for the period ended December 31, 2013 of Yacht Finders, Inc.; |
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4.
|
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a.
|
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared; |
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c.
|
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d.
|
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
1.
|
I have reviewed this Form 10-K for the period ended December 31, 2013 of Yacht Finders, Inc.; |
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4.
|
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c.
|
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d.
|
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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