x |
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
o |
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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DESIGN SOURCE, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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36-4528166
|
|
(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification
No.)
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100 Europa Drive, Suite 455, Chapel Hill, NC
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27517
|
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(Address of principal executive offices)
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(Postal Code)
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Large Accelerated Filer o
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Accelerated Filer o
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Non-Accelerated Filer o
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Smaller reporting company x
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(Do
not check if a smaller reporting company)
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Item Number and Caption
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Page
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||||
FORWARD-LOOKING
STATEMENTS
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3
|
||||
PART
I
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4
|
||||
ITEM
1.
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BUSINESS
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4
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|||
ITEM
1A.
|
RISK
FACTORS
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5
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|||
ITEM
1B.
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UNRESOLVED
STAFF COMMENTS
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5
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|||
ITEM
2.
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PROPERTIES
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5
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|||
ITEM
3.
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LEGAL
PROCEEDINGS
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5
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|||
ITEM
4.
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(REMOVED
AND RESERVED)
|
5
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|||
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|||||
PART
II
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5
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||||
|
|||||
ITEM
5.
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MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED
|
||||
STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF
|
|||||
EQUITY
SECURITIES
|
5
|
||||
ITEM
6.
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SELECTED
FINANCIAL DATA
|
6
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|||
ITEM
7.
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL
|
|
|||
CONDITION
AND RESULTS OF OPERATIONS
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6
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||||
ITEM
7A.
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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8
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|||
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
8
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|||
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
|
|
|||
ACCOUNTING
AND FINANCIAL DISCLOSURE
|
8
|
||||
ITEM 9A.[T]
|
CONTROLS
AND PROCEDURES
|
8
|
|||
ITEM
9B.
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OTHER
INFORMATION
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9
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|||
|
|||||
PART
III
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9
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||||
|
|||||
ITEM
10.
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DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
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9
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|||
ITEM
11.
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EXECUTIVE
COMPENSATION
|
12
|
|||
ITEM
12.
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
|
|
|||
MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
|
13
|
||||
ITEM
13.
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND
|
|
|||
DIRECTOR
INDEPENDENCE
|
14
|
||||
ITEM
14.
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PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
14
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|||
PART
IV
|
15
|
||||
ITEM
15.
|
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
|
15
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ITEM
1.
|
BUSINESS
|
ITEM
1A.
|
RISK
FACTORS
|
ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS
|
ITEM
2.
|
PROPERTIES
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
ITEM 4.
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(Removed
and Reserved)
|
ITEM
5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
|
Quarter Ended
|
High Bid
|
Low Bid
|
||||||
March
31, 2010
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$ | 0.10 | $ | 0.10 | ||||
December
31, 2009
|
$ | 0.10 | $ | 0.10 | ||||
September
30, 2009
|
$ | 0.10 | $ | 0.10 | ||||
June
30, 2009
|
$ | 0.10 | $ | 0.10 | ||||
March
31, 2009
|
$ | 0.15 | $ | 0.15 | ||||
December
31, 2008
|
$ | 0.15 | $ | 0.15 | ||||
September
30, 2008
|
$ | 0.15 | $ | 0.15 | ||||
June
30, 2008
|
$ | 0.15 | $ | 0.15 |
ITEM
6.
|
SELECTED
FINANCIAL DATA
|
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
ITEM
9A.[T]
|
CONTROLS
AND PROCEDURES
|
ITEM
9B.
|
OTHER
INFORMATION
|
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE
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Name
|
Positions Held
|
Age
|
Date of Election or
Appointment as
Director
|
|||
Peter
A. Reichard
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President,
Treasurer, Chief Executive Officer, Chief Financial Officer, and
Director
|
54
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September
2003
|
|||
Peter
L. Coker
|
|
Secretary
and Director
|
|
68
|
|
September
2003
|
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
Name and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Grant
Date
Fair
Value
of
Stock
and
Stock
Option
Awards
($)
|
Non-
Equity
Incentive
Plan
Compen-sation ($)
|
Change in
Pension
Value
and
Non-
qualified
Deferred
Compen-sation
Earnings
($)
|
All
Other
Compen-sation ($)
|
Total
($)
|
||||||||||||||||||||||||||||
Peter
A.
|
2010
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0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Reichard,
|
2009
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0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Principal
|
2008
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Executive
and Financial Officer
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
|
·
|
each
person or entity known by us to be the beneficial owner of more than 5% of
our common stock;
|
|
·
|
each
of our directors;
|
|
·
|
each
of our executive officers; and
|
|
·
|
all
of our directors and executive officers as a
group.
|
Name and Address of
Beneficial Owner
|
Title of Class
|
Amount and Nature
of Beneficial
Ownership(1)
|
Percentage of
Class(2)
|
|||||
Peter
A. Reichard
2211
Wright Avenue
Greensboro,
NC 27403
|
Common
Stock, $0.001 par value
|
3,275,000
shares,
direct
|
29.19 | % | ||||
Peter
L. Coker
12804
Morehead
Chapel
Hill, NC 27517
|
Common
Stock, $0.001 par value
|
3,793,457
shares(3),
3,275,000
direct,
518,457
indirect
|
33.81 | % | ||||
All
officers and directors as a group (2 persons)
|
Common
Stock, $0.001 par value
|
7,068,457
shares
|
63.01 | % |
|
(1)
|
As
used herein, the term beneficial ownership with respect to a security is
defined by Rule 13d-3 under the Securities Exchange Act of 1934 as
consisting of sole or shared voting power (including the power to vote or
direct the vote) and/or sole or shared investment power (including the
power to dispose or direct the disposition of) with respect to the
security through any contract, arrangement, understanding, relationship or
otherwise, including a right to acquire such power(s) during the next 60
days. Unless otherwise noted, beneficial ownership consists of
sole ownership, voting and investment
rights.
|
|
(2)
|
There
were 11,218,457 shares of common stock issued and outstanding on March 31,
2010.
|
|
(3)
|
Includes
518,457 shares owned by Tryon Capital which are beneficially owned by Mr.
Coker.
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
Fee Category
|
Fiscal year ended
March 31, 2010
|
Fiscal year ended
March 31, 2009
|
||||||
Audit
fees (1)
|
$ | 19,500 | $ | 19,500 | ||||
Audit-related
fees (2)
|
0 | 0 | ||||||
Tax
fees (3)
|
0 | 0 | ||||||
All
other fees (4)
|
0 | 0 | ||||||
Total
fees
|
$ | 19,500 | $ | 19,500 |
ITEM
15.
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
Financial Statements
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
Balance
Sheets as of March 31, 2010 and 2009 (Audited)
|
F-3
|
|
Statements
of Operations for the years ended March 31, 2010 and 2009 (Audited)
and
for the period from April 2, 2003 (Inception) to March 31, 2010
(Unaudited)
|
F-4
|
|
Statements
of Stockholders’ Equity (Deficit) for the years ended March 31, 2010
and
2009 (Audited) and for the period from April 2, 2003 (Inception) to
March
31, 2010 (Unaudited)
|
F-5
|
|
Statements
of Cash Flows for the years ended March 31, 2010 and 2009(Audited)
and
for the period from April 2, 2003 (Inception) to March 31, 2010
(Unaudited)
|
F-6
|
|
Notes
to Financial Statements
|
F-7 - F-10
|
|
•
|
should
not in all instances be treated as categorical statements of fact, but
rather as a way of allocating the risk to one of the parties if those
statements prove to be
inaccurate;
|
|
•
|
have
been qualified by disclosures that were made to the other party in
connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the
agreement;
|
|
•
|
may
apply standards of materiality in a way that is different from what may be
viewed as material to you or other investors;
and
|
|
•
|
were
made only as of the date of the applicable agreement or such other date or
dates as may be specified in the agreement and are subject to more recent
developments.
|
Exhibit No.
|
SEC Report
Reference
Number
|
Description
|
||
3.1
|
3.1
|
Articles
of Incorporation of Registrant as filed with the Nevada Secretary of State
on April 2, 2003 (1)
|
||
3.2
|
3.2
|
By-Laws
of Registrant (1)
|
||
4.1
|
4.1
|
Convertible
$80,000 Promissory Note of registrant Issued May 8, 2009 (2)
|
||
4.2
|
*
|
10%
Convertible Promissory Note of registrant Issued May 10,
2010
|
||
14
|
14.1
|
Code
of Ethics (3)
|
||
21
|
*
|
List
of Subsidiaries
|
||
31.1
/ 31.2
|
*
|
Certification
of Principal Executive and Financial Officer pursuant to Section 302 the
Sarbanes-Oxley Act of 2002
|
||
32.1
/ 32.2
|
*
|
Certification
of Principal Executive and Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
||
99.1
|
99.1
|
Subscription
Agreement (1)
|
||
99.2
|
99.2
|
Audit
Committee Charter (3)
|
||
99.3
|
99.3
|
Disclosure
Committee Charter (3)
|
(1)
|
Filed
with the Securities and Exchange Commission on June 4, 2004 as an exhibit,
numbered as indicated above, to the Registrant’s registration statement
(SEC File No. 333-116161) on Form SB-2, which exhibit is incorporated
herein by reference.
|
(2)
|
Filed
with the Securities and Exchange Commission on June 29, 2006
as an exhibit, numbered as indicated above, to the Registrant’s Form
10-KSB for the fiscal year ended March 31, 2009 (SEC File No. 333-116161),
which exhibit is incorporated herein by
reference.
|
(3)
|
Filed
with the Securities and Exchange Commission on June 29, 2006 as an
exhibit, numbered as indicated above, to the Registrant’s Form 10-KSB for
the fiscal year ended March 31, 2006 (SEC File No. 333-116161), which
exhibit is incorporated herein by
reference.
|
DESIGN
SOURCE, INC.
|
||
Dated: June
15, 2010
|
By:
|
/s/ Peter A. Reichard
|
Peter
A. Reichard, Chief Executive Officer,
|
||
Chief
Financial and Accounting Officer,
|
||
and
Director
|
/s/ Peter A. Reichard
|
|
Peter
A. Reichard, Chief Executive
Officer,
Chief Financial and Accounting
Officer,
and Director
|
June 15, 2010
|
/s/ Peter L. Coker
|
|
Peter
L. Coker, Director
|
June 15, 2010
|
Page
|
||
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
Balance
Sheets as of March 31, 2010 and 2009 (Audited)
|
F-3
|
|
Statements
of Operations for the years ended March 31, 2010 and 2009 (Audited)
and
for the period from April 2, 2003 (Inception) to March 31, 2010
(Unaudited)
|
F-4
|
|
Statements
of Stockholders’ Equity (Deficit) for the years ended March 31, 2010
and
2009 (Audited) and for the period from April 2, 2003 (Inception) to
March
31, 2010 (Unaudited)
|
F-5
|
|
Statements
of Cash Flows for the years ended March 31, 2010 and 2009(Audited)
and
for the period from April 2, 2003 (Inception) to March 31, 2010
(Unaudited)
|
F-6
|
|
Notes
to Financial Statements
|
|
F-7 - F-10
|
/s/Sherb & Co.,
LLP
Certified
Public
Accountants
|
March
31,
|
March
31,
|
|||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
|
$ | - | $ | 12 | ||||
TOTAL
ASSETS
|
$ | - | $ | 12 | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
payable
|
$ | 23,195 | $ | 47,147 | ||||
TOTAL
CURRENT LIABILITIES
|
23,195 | 47,147 | ||||||
Convertible
debt (including accrued interest)
|
85,912 | - | ||||||
TOTAL
LIABILITIES
|
109,107 | 47,147 | ||||||
COMMITMENTS
AND CONTINGENCIES
|
- | - | ||||||
STOCKHOLDERS'
DEFICIT
|
||||||||
Common
stock, $0.00001 par value, 100,000,000 shares authorized, 11,218,457
shares issued and outstanding
|
113 | 113 | ||||||
Additional
paid-in capital
|
585,810 | 585,810 | ||||||
Accumulated
deficit during development stage
|
(695,030 | ) | (633,058 | ) | ||||
TOTAL
STOCKHOLDERS' DEFICIT
|
(109,107 | ) | (47,135 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ | - | $ | 12 |
From Inception
|
||||||||||||
(April 2, 2003)
|
||||||||||||
For The Year Ended
|
through
|
|||||||||||
March 31,
|
March 31,
|
March 31,
|
||||||||||
2010
|
2009
|
2010
|
||||||||||
(Unaudited)
|
||||||||||||
REVENUES
|
$ | - | $ | - | $ | - | ||||||
EXPENSES
|
||||||||||||
General
and administrative
|
426 | 1,185 | 64,739 | |||||||||
Professional
fees
|
55,636 | 63,086 | 267,165 | |||||||||
Taxes
|
- | - | 1,036 | |||||||||
Management
fees
|
- | 236 | 29,155 | |||||||||
Stock
based compensation
|
- | - | 327,500 | |||||||||
Total
Expenses
|
56,062 | 64,507 | 689,595 | |||||||||
LOSS
FROM OPERATIONS
|
(56,062 | ) | (64,507 | ) | (689,595 | ) | ||||||
OTHER
INCOME (EXPENSE)
|
||||||||||||
Interest
income
|
- | - | 2,128 | |||||||||
Interest
expense
|
(5,910 | ) | - | (7,563 | ) | |||||||
Total
Other Income (Expense)
|
(5,910 | ) | - | (5,435 | ) | |||||||
NET
LOSS
|
$ | (61,972 | ) | $ | (64,507 | ) | $ | (695,030 | ) | |||
NET
LOSS PER SHARE,
|
||||||||||||
BASIC
AND DILUTED
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
WEIGHTED
AVERAGE NUMBER OF
|
||||||||||||
COMMON
SHARES OUTSTANDING, BASIC AND DILUTED
|
11,218,457 | 11,218,457 |
Deficit
|
||||||||||||||||||||||||
Accumulated
|
Total
|
|||||||||||||||||||||||
Additional
|
Stock
|
During
|
Stockholders'
|
|||||||||||||||||||||
Common Stock
|
Paid-in
|
Subscription
|
Development
|
Equity
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Receivable
|
Stage
|
(Deficit)
|
|||||||||||||||||||
Balance,
April 2, 2003 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Stock
issued upon incorporation at $0.05 per share for payment of advances and
expense reimbursement
|
435,000 | 4 | 21,746 | - | - | 21,750 | ||||||||||||||||||
Stock
issued for cash at $0.05 per share
|
200,000 | 2 | 9,998 | - | - | 10,000 | ||||||||||||||||||
Stock
issued for expense reimbursement at $0.05 per share
|
83,457 | 1 | 4,172 | - | - | 4,173 | ||||||||||||||||||
Net
loss for the period ended March 31, 2004
|
- | - | - | - | (30,760 | ) | (30,760 | ) | ||||||||||||||||
Balance,
March 31, 2004 (Unaudited)
|
718,457 | 7 | 35,916 | - | (30,760 | ) | 5,163 | |||||||||||||||||
Net
loss for the year ended March 31, 2005
|
- | - | - | - | (16,676 | ) | (16,676 | ) | ||||||||||||||||
Balance,
March 31, 2005 (Unaudited)
|
718,457 | 7 | 35,916 | - | (47,436 | ) | (11,513 | ) | ||||||||||||||||
Stock
issued for cash at $0.05 per share for cash and subscription
receivable
|
3,320,000 | 33 | 165,967 | (6,000 | ) | - | 160,000 | |||||||||||||||||
Net
loss for the year ended March 31, 2006
|
- | - | - | - | (35,028 | ) | (35,028 | ) | ||||||||||||||||
Balance,
March 31, 2006 (Unaudited)
|
4,038,457 | 40 | 201,883 | (6,000 | ) | (82,464 | ) | 113,459 | ||||||||||||||||
Payment
of stock subscription receivable
|
- | - | - | 6,000 | - | 6,000 | ||||||||||||||||||
Stock
issued for cash at $0.05 per share
|
130,000 | 2 | 6,498 | - | - | 6,500 | ||||||||||||||||||
Stock
issued for compensation at $0.05 per share
|
6,550,000 | 66 | 327,434 | - | - | 327,500 | ||||||||||||||||||
Net
loss for the year ended March 31, 2007
|
- | - | - | - | (450,448 | ) | (450,448 | ) | ||||||||||||||||
Balance,
March 31, 2007 (Unaudited)
|
10,718,457 | 108 | 535,815 | - | (532,912 | ) | 3,011 | |||||||||||||||||
Sale
of common stock at $0.10 per share
|
500,000 | 5 | 49,995 | - | - | 50,000 | ||||||||||||||||||
Net
loss for the period ended March 31, 2008
|
- | - | - | - | (35,639 | ) | (35,639 | ) | ||||||||||||||||
Balance,
March 31, 2008 (Audited)
|
11,218,457 | 113 | 585,810 | - | (568,551 | ) | 17,372 | |||||||||||||||||
Net
loss for the period ended March 31, 2009
|
- | - | - | - | (64,507 | ) | (64,507 | ) | ||||||||||||||||
Balance,
March 31, 2009 (Audited)
|
11,218,457 | 113 | 585,810 | - | (633,058 | ) | (47,135 | ) | ||||||||||||||||
Net
loss for the period ended March 31, 2010
|
- | - | - | - | (61,972 | ) | (61,972 | ) | ||||||||||||||||
Balance,
March 31, 2010 (Audited)
|
11,218,457 | $ | 113 | $ | 585,810 | $ | - | $ | (695,030 | ) | $ | (109,107 | ) |
From Inception
|
||||||||||||
(April 2, 2003)
|
||||||||||||
For The Year Ended
|
through
|
|||||||||||
March 31,
|
March 31,
|
March 31,
|
||||||||||
2010
|
2009
|
2010
|
||||||||||
(Unaudited)
|
||||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net
loss
|
$ | (61,972 | ) | $ | (64,507 | ) | $ | (695,030 | ) | |||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
Increase
(decrease) in:
|
||||||||||||
Accounts
payable
|
(23,952 | ) | 42,147 | 23,195 | ||||||||
Accrued
interest
|
5,912 | - | 5,912 | |||||||||
Stock
issued for compensation
|
- | - | 327,500 | |||||||||
Stock
issued for reimbursement of expenses
|
- | - | 25,923 | |||||||||
Net
cash used in operating activities
|
(80,012 | ) | (22,360 | ) | (312,500 | ) | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Proceeds
from shareholder loans
|
- | - | 21,560 | |||||||||
Repayment
of shareholder loans
|
- | - | (21,560 | ) | ||||||||
Proceeds
from convertible note
|
80,000 | - | 80,000 | |||||||||
Proceeds
from issuance of common stock
|
- | - | 232,500 | |||||||||
Net
cash provided by financing activities
|
80,000 | - | 312,500 | |||||||||
NET
DECREASE IN CASH
|
(12 | ) | (22,360 | ) | - | |||||||
CASH,
BEGINNING OF PERIOD
|
12 | 22,372 | - | |||||||||
CASH,
END OF PERIOD
|
$ | - | $ | 12 | $ | - | ||||||
SUPPLEMENTAL
CASH FLOW INFORMATION:
|
||||||||||||
Interest
paid
|
$ | - | $ | - | $ | 1,653 | ||||||
Income
taxes paid
|
$ | - | $ | - | $ | - |
March 31, 2010
|
March 31, 2009
|
|||||||
Deferred
tax asset-net operating losses
|
$ | 282,000 | $ | 256,000 | ||||
Deferred
tax asset valuation allowance
|
(282.000 | ) | (256,000 | ) | ||||
Net
deferred tax asset
|
$ | - | $ | - |
1.
|
I
have reviewed this Annual Report on Form 10-K of Design Source,
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.
|
I
am 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 registrant’s 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 registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
I
have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit
committee of registrant’s board of directors (or persons performing the
equivalent functions):
|
(a)
|
All
significant deficiencies and material weakness in the design or operation
of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s 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 registrant’s internal control
over financial reporting.
|
Date: June
15, 2010
|
/s/ Peter A. Reichard
|
Peter
A. Reichard
|
|
Principal
Executive and Financial
Officer
|
/s/ Peter A. Reichard
|
||
Name:
|
Peter
A. Reichard
|
|
Title:
|
Chief
Executive and Financial Officer
|
|
Date:
|
June
15, 2010
|