Driveitaway Holdings, Inc. - Quarter Report: 2012 December (Form 10-Q)

btwo_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant To Section 13 or 15(d) Of The Securities Exchange Act Of 1934

For the quarterly period ended December 31, 2012

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: 000-52883

CREATIVE LEARNING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		20-4456503
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

701 Market St, Suite 113

St. Augustine, FL 32095

(Address of principal executive offices, including Zip Code)

(904)-825-0873

(Issuer’s telephone number, including area code)

__________________________________________

(Former name or former address if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 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 x No o

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 x No o

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,” “non-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

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 11,675,242 shares of common stock as of February 8, 2013.

CREATIVE LEARNING CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Quarter Ended December 31, 2012

CREATIVE LEARNING CORPORATION

Consolidated Financial Statements

(Unaudited)

TABLE OF CONTENTS

	Page
CONSOLIDATED FINANCIAL STATEMENTS

Consolidated balance sheets		4
Consolidated statements of operation		5
Consolidated statements of cash flows		6
Consolidated statement of stockholders' equity (Deficit)		7
Notes to consolidated financial statements		8

CREATIVE LEARNING CORPORATION

Consolidated Balance Sheets

	December 31,			September 30,
	2012			2012
Assets
Current Assets:
Cash	$	1,073,876		$	1,041,786
Accounts receivable, less allowance for doubtful
accounts of $12,000 and $12,000, respectively		189,870			195,493
Prepaid expenses		23,698			26,334
Other receivables		74,500			103,013
Total Current Assets		1,361,944			1,366,626
Note receivable from related party		—			—
Property and equipment, net of accumulated depreciation
of $36,529 and $29,805, respectively		285,981			283,522
Intangible Assets		25,250			25,250
Deposits		39,619			32,619

Total Assets	$	1,712,794		$	1,708,017

Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities:
Accounts payable:
Related parties	$	4,121		$	16,771
Other		148,312			163,171
Payroll accruals		7,239			11,877
Accrued marketing fund		108,615			90,155
Customer deposits		67,500			47,500
Notes Payable:
Related parties		20,000			40,000
Other		3,500			3,500
Total Current Liabilities		359,287			372,975
Stockholders’ Equity (Deficit) :
Creative Learning Corporation stockholders' equity:
Preferred stock, $.0001 par value; 10,000,000 shares authorized;
-0- and -0- shares issued and outstanding, respectively		—			—
Common stock, $.0001 par value; 50,000,000 shares authorized;
11,556,075 and 10,288,575 shares issued and outstanding, respectively		1,157			1,155
Additional paid-in capital		2,026,116			2,006,118
Retained earnings (deficit)		(673,767	)		(672,231	)

The accompanying notes are an integral part of the consolidated financial statements

CREATIVE LEARNING CORPORATION

Consolidated Statements of Operations

	(Unaudited)
	For The Three
	Months Ended
	December 31,			December 31,
	2012			2011
Revenues:
Initial franchise fee	$	633,268		$	443,035
Royalties and marketing fees		149,534			88,385
Corporate Creativity Center Sales		30,201			44,038
		813,003			575,458
Operating expenses:
Franchise consulting and commissions:
Related parties		136,265			66,031
Other		196,169			153,596
Franchise training and expenses:
Related parties		—			7,750
Other		58,568			17,782
Salaries and payroll taxes		127,361			94,888
Advertising		60,450			64,289
Professional fees		27,738			54,378
Office expense		39,623			33,362
Depreciation		6,724			3,865
Stock-based compensation		—			8,800
Other general and administrative expenses		59,875			59,875
Total operating expenses		814,405			564,616
Income (loss) from operations		(1,402	)		10,842
Other income (expense):
Interest expense:
Beneficial conversion feature		—			—
Other		134			—
Other income		0			240
Total other income (expense)		(134	)		240

Income (loss) before provision for income taxes		(1,536	)		11,082
Provision for income taxes (Note 11)		—			—
Net Income (loss)	$	(1,536	)	$	11,082
Net income (loss) per share (Creative Learning Corporation):
Basic and diluted	$	(0.00	)	$	0.00

Weighted average number of common shares outstanding		11,558,575			11,340,409

The accompanying notes are an integral part of the consolidated financial statements

CREATIVE LEARNING CORPORATION

Consolidated Statements of Cash Flows

	(Unaudited)
	December 31,			December 31,
	2012			2011
Cash flows from operating activities:
Net income (loss)	$	(1,536	)	$	11,082
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		6,724			3,865
Compensatory equity issuances		20,000			8,800
Changes in operating assets and liabilities:
Accounts receivable		5,623			(93,623	)
Accounts payable		(27,509	)		9,743
Accrued liabilities		(4,638	)		5,448
Accrued marketing funds		18,460			21,465
Customer deposits		20,000			5,000
Notes Payable		(20,000	)		—
Deposits		(7,000	)		—
Other receivables		28,513			—
Prepaid expenses		2,636			5,000
Net cash provided by (used in) operating activities		41,273			(23,220	)
Cash flows from investing activities:
Property and equipment purchases		(9,183	)		(594	)
Intangible asset purchases		—
Repayment of loan		—			(4,000	)
Net cash used in investing activities		(9,183	)		(4,594	)
Cash flows from financing activities:
Proceeds from sale of common stock		—			—
Net cash provided by financing activities		—			—
Net change in cash		32,090			(27,814	)
Cash, beginning of period		1,041,786			517,830

Cash, end of period	$	1,073,876		$	490,016
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	—		$	—
Interest	$	—		$	—
Non-cash investing and financing activities:
Common stock issued for services	$	20,000		$	8,800

The accompanying notes are an integral part of the consolidated financial statements

CREATIVE LEARNING CORPORATION

Consolidated Statement of Stockholders' Equity (Deficit) CREATIVE LEARNING CORPORATION

Consolidated Statement of Stockholders' Equity (Deficit)

							Additional			Retained
	Common Stock						Paid-in			Earnings			Noncontrolling
	Shares			Par Value			Capital			(Deficit)			Interest			Total

Balance, September 30, 2010		2,581,268			258			670,427			(771,026	)		(54,734	)		(155,075	)
Acquisition of non-controlling interest (Note 1)		—			—			(54,734	)		—			54,734			—
Common stock sales (Note 6)		1,156,734			116			951,061			—			—			951,177
Compensatory stock issuances (Note 6)		1,310,573			131			409,215			—			—			409,346
Stock issued under exchange agreement (Note 2)		5,240,000			524			(524	)		—			—			—
Net income for the year ended September 30, 2011		—			—			—			(506,014	)		—			(506,014	)
Balance, September 30, 2011		10,288,575		$	1,029		$	1,975,445		$	(1,277,040	)	$	—		$	699,434
Stock issued under exchange agreement (Note 2)		1,260,000			126			(126	)		—			—			0
Compensatory stock issuances (Note 6)		11,000			1			8,799			—			—			8,800
Cancellation of prior shares issued erroneously (Note 7)		(33,500	)		(3	)		3									—
Stock issued as payment for liabilities (Note 7)		5,000			0			3,750									3,750
Stock issued for business acquisition (Note 7)		25,000			2			18,248									18,250

Net income for the year ended September 30, 2012		—			—			—			604,810			—			604,810

Balance, September 30, 2012		11,556,075		$	1,155		$	2,006,118		$	(672,230	)	$	—		$	1,335,044
Stock issued as payment for liabilities (Note 7)		20,000			2			19,998									20,000

Net income for the quarter ended December 21, 2012											(1,536	)					(1,536	)

Balance, December 31, 2012		11,576,075		$	1,157		$	2,026,116		$	(673,766	)	$	—		$	1,353,507

The accompanying notes are an integral part of the consolidated financial statements

CREATIVE LEARNING CORPORATION

(formerly B2 Health, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Creative Learning Corporation (formerly B2 Health, Inc.) was incorporated March 8, 2006 in the State of Delaware. BFK Franchise Company LLC was formed in the State of Nevada on May 19, 2009. Effective July 2, 2010 Creative Learning Corporation was acquired by BFK Franchise Company LLC in a transaction classified as a reverse acquisition. Creative Learning Corporation concurrently changed its name from B2 Health, Inc. to Creative Learning Corporation. The financial statements represent the activity of BFK Franchise Company LLC from May 19, 2009 forward, and the consolidated activity of BFK Franchise Company LLC and Creative Learning Corporation from July 2, 2010 forward. BFK Franchise Company LLC and Creative Learning Corporation are hereinafter referred to collectively as the "Company". The Company, primarily through franchises, offers educational programs designed to teach principles of engineering, architecture and physics to children using Lego ® bricks. The Company may also engage in any other business that is permitted by law, as designated by the Board of Directors of the Company.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Fiscal year

The Company employs a fiscal year ending September 30.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain amounts in the prior year’s consolidated financial statements have been reclassified to conform to the current year presentation and to correct prior year errors. The reclassifications did not have any effect on the prior year net loss.

CREATIVE LEARNING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Cash and cash equivalents

The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. We had no cash equivalents at December 31, 2012 and 2011.

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At December 31, 2012 and 2011 the Company had $12,000 and $11,000 in its allowance for doubtful accounts.

Property and equipment

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, currently set at five years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

Revenue recognition

Revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collectability is reasonably assured.

Initial franchise fees are recognized upon the commencement of operations by the franchisee, which is when the Company has performed substantially all initial services required by the franchise agreement. Any unearned income represents franchise fees received for which the Company has not completed its initial obligations under the franchise agreement. Such obligations generally consist of site location assistance and training. Royalties and marketing fees are recognized as earned.

Use of Estimates

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

CREATIVE LEARNING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Income tax

The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Advertising costs

Advertising costs are expensed as incurred. The Company had advertising costs for the three month period ended December 31, 2012 and 2011 was $60,450 and $64,289 respectively.

Net income (loss) per share

ASC 260-10-45, “Earnings Per Share”, requires presentation of "basic" and "diluted" earnings per share on the face of the statements of operations for all entities with complex capital structures. Basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation. When the company is in loss position, no dilutive effect is considered.

Fair Value of Financial Instruments

The carrying amounts of cash, accounts receivable and current liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments.

CREATIVE LEARNING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

The FASB Accounting Standards Codification (“ASC”) clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1:

Quoted prices in active markets for identical assets or liabilities.

Level 2:

Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

Level 3:

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Long-Lived Assets

In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.

Stock based compensation

The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operation

The following discussion and analysis should be read in conjunction with the unaudited financial statements and notes thereto contained in this report.

Results of Operations

The Company was formed in March 2006 under the name B2 Health, Inc. to design, manufacture and sell chiropractic tables and beds. The Company generated only limited revenue and essentially abandoned its business plan in March 2008.

On July 2, 2010 the Company acquired BFK Franchise Company, LLC (“BFKF”), a Nevada limited liability company formed in May 2009, under a Stock Exchange Agreement with the members of BFK for 9,000,000 shares of the Company’s common stock.

On the July 7, 2010, shareholders holding a majority of the Company’s outstanding common stock approved an amendment to the Company’s Articles of Incorporation changing the name of the Company to Creative Learning Corporation (“CLC”).

On the September 14, 2012, the Company also formed CI Franchise Company LLC (“CI”) as a wholly owned subsidiary for purpose of operating a second franchise concept known as Challenge Island®, a service business within a defined exclusive territory, providing unique challenge-based programs designed to foster critical and creative thinking skills, problem solving methodology, and core STEM (Science, Technology, Engineering, Mathematics) principles in children ages 3-13+.

Unless otherwise indicated, all references to the Company include the operations of BFK and CI.

BFK, which conducts business under the trade name, BRICKS 4 KIDS®, offers programs designed to teach principles of engineering, architecture and physics to children ages 3-12+ using LEGO® bricks. BFK provides classes (both in school and after school), special events programs and day camps that are designed to enhance and enrich the traditional school curriculum, trigger young children’s lively imaginations and build self-confidence. BFK’s programs foster creativity and provide a unique atmosphere for students to develop problem solving and critical thinking skills by designing and building machines, catapults, pyramids, race cars, buildings and numerous other systems and devices using LEGO® bricks.

BFK operates through Corporate Creativity Centers and franchisees.

A Corporate Creativity Center is a store-front location, owned and operated by BFK, where BFK coordinates in school field trips, after school classes, parties, camps and other programs – as well as the retail sales of LEGO® merchandise.

BFK sold its first franchise in September 2009. Since that time BFK has:

·	opened two Corporate Creativity Center in Florida; and

·	sold 253 additional franchises.

As of January 31, 2013 BFK, through its franchises, was operating in 39 states, the District of Columbia, 10 foreign countries, and Puerto Rico.

Material changes of items in the Company’s Statement of Operations for the three months ended December 31, 2012, as compared to the same period in 2011, are discussed below.

Item	Increase (I) or Decrease (D)	Reason

Revenues	I	Growth of business resulting in increased sales of franchises and an increase in royalties received from franchisees.

Operating Expenses	I	Growth in business.

Liquidity and Capital Resources

Sources and (uses) of funds for the three months ended December 31, 2012 and 2011 were shown below:

	Three months ended December 31,
	2012			2011

Cash provided by (used in) operations		41,273			(23,220	)
Purchase of equipment		(9,183	)		(594	)
Loans (Repayment of loans)		-			(4,000	)

Between January 4, 2011 and December 31, 2012 the Company sold 1,026,405 shares of its common stock to private investors. The Company received $951,177 from the sale of these shares.

As of December 31, 2012 the Company’s fixed operating expenses (i.e. utilities, telephone, base salaries and office condominium payments) were approximately $84,000 per month. Variable expenses include legal, accounting, travel, advertising, franchise sales commissions, franchisee training and new franchisee fulfillment (i.e. materials supplied to new franchisees as part of their franchise purchase). Advertising expenses have been averaging $20,000 per month. Commissions, franchisee training, and new franchisee fulfillment expense are incurred only when a franchise is sold.

The Company anticipates that its capital requirements for the twelve-month period ending December 31, 2013 will be as follows:

General and administrative expenses	$	1,000,000
Marketing	$	365,000
Business development	$	275,000

As of December 31, 2012 the Company’s liabilities consisted primarily of trade payables.

There is no assurance the Company’s operations will continue to be profitable or that the Company will continue to generate a positive cash flow from its operations.

The Company does not have any commitments or arrangements from any person to provide the Company with any additional capital. The Company may not be successful in raising the capital it needs.

Contractual Obligations

The following table summarizes the Company’s contractual obligations as of December 31, 2012:

	2013		2014		2015		Total

Lease of Corporate Creativity Center	$	38,625		53,500		23,000	$	115,125

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonable likely to have a current or future material effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity or capital resources.

Outlook

Other than as disclosed above, the Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, the Company’s liquidity increasing or decreasing in any material way.

Other than as disclosed above, the Company does not know of any significant changes in its expected sources and uses of cash.

Critical Accounting Policies and Recent Accounting Pronouncements

See Note 1 to the Company’s financial statements included as part of this report for a discussion of the Company’s critical accounting policies and recent accounting pronouncements, the adoption of which may have a material effect on the Company’s financial statements.

Item 4. Controls and Procedures.

(a) The Company maintains a system of controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (“1934 Act”), is recorded, processed, summarized and reported, within time periods specified in the SEC's rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act, is accumulated and communicated to the Company’s management, including its Principal Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of December 31, 2012, the Company’s Principal Executive and Financial Officer evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Principal Executive and Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

(b) Changes in Internal Controls. There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2012, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II

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

Between January 4, 2011 and December 31, 2012 the Company sold 1,026,405 shares of its common stock to private investors. The Company received $951,177 from the sale of these shares.

We relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 with respect to the issuance of these shares. The persons who acquired these shares were sophisticated investors and were provided full information regarding the Company’s business and operations. There was no general solicitation in connection with the offer or the sale of these securities. The persons who acquired these shares acquired them for their own account. The certificates representing these shares bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission or other form of remuneration was given to any person in connection with the sale of these shares.

Item 6. Exhibits

Exhibits

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CREATIVE LEARNING CORPORATION

February 12, 2013	By:	/s/ Brian Pappas
		Brian Pappas,
		Principal Executive, Financial and Accounting Officer