HQDA ELDERLY LIFE NETWORK CORP. - Quarter Report: 2018 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended March 31, 2018

or

For the transition period from ______________ to ______________

Commission File Number: 333-119823

HARTFORD RETIREMENT NETWORK CORP.

(Exact name of registrant as specified in its charter)

8832 Glendon Way
Rosemead, California 91770

(Address of principal executive offices) (Zip code)

(626) 703-4228

(Registrant’s telephone number, including area code)

None

(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] 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 [ X ] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

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

The number of shares of Common Stock, $0.001 par value, of the registrant outstanding at May 21, 2018, was 90,055,000.

HARTFORD RETIREMENT NETWORK CORP.

FORM 10-Q

TABLE OF CONTENTS

PART 1. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Hartford Retirement Network Corp.

Consolidated Interim Balance Sheets

(Expressed in U.S. Dollars)

Nature and Continuance of Operations (Note 1), and Subsequent Events (Note 11)

On behalf of the Board:

The accompanying notes are an integral part of these consolidated interim financial statements.

Hartford Retirement Network Corp.

Consolidated Interim Statements of Operations

(Expressed in U.S. Dollars)

(Unaudited)

The accompanying notes are an integral part of these consolidated interim financial statements.

Hartford Retirement Network Corp.

Consolidated Interim Statements of Cash Flows

(Expressed in U.S. Dollars)

(Unaudited)

Supplemental Disclosures with Respect to Cash Flows (Note 9)

The accompanying notes are an integral part of these consolidated interim financial statements.

Hartford Retirement Network Corp.

Consolidated Interim Statements of Changes in Stockholders’ Equity (Deficiency)

(Expressed in U.S. Dollars)

(Unaudited)

The accompanying notes are an integral part of these consolidated interim financial statements.

Hartford Retirement Network Corp.

Notes to the Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 March 2018

Hartford Retirement Network Corp. (formerly Dynamic Gold Corp.) (the “Company”) was incorporated under the laws of the State of Nevada on 21 January 2004.

Effective 26 June 2017, the Company changed its name to Hartford Retirement Network Corp. and increased its authorized shares of common stock, par value $0.001 per share from 75,000,000 to 200,000,000 and authorized 10,000,000 preferred stock, par value $0.001 per share, with such rights, preferences and limitations as may be set from time to time by resolution of the Board of Directors (Note 6).

These consolidated interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company was in the business of acquiring and exploring mineral properties. In May 2017, the Company shifted its focus to senior housing and retirement services and products. The Company is devoting all of its present efforts in establishing a new business.

These consolidated interim financial statements do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended 30 June 2017 included in the Company’s Annual Report on Form 10-K, filed with the SEC. The interim unaudited financial statements should be read in conjunction with those financial statements for the year ended 30 June 2017 included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended 31 March 2018, are not necessarily indicative of the results that may be expected for the year ending 30 June 2018.

The Company’s consolidated interim financial statements as at 31 March 2018 and for the nine months then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company reported a net loss of $159,312 for the nine months ended 31 March 2018 and has a working capital of $1,872,891 at 31 March 2018.

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources will not be adequate to continue operating and maintaining its business strategy for the next 12 months. If the Company is unable to raise additional capital in the near future, management expects that the Company will need to curtail operations, seek additional capital on less favorable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

At 31 March 2018, the Company had an accumulated deficit of $1,221,299 and cash of $77,533. Although management is currently attempting to implement its new business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Hartford Retirement Network Corp.

Notes to the Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 March 2018

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Shanghai Hartford Health Management Ltd., a company incorporated in the People’s Republic of China from November 9, 2017. All inter-company balances have been eliminated upon consolidation.

In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 amends various aspects of the recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for annual reporting periods and interim periods within those years beginning after 15 December 2017.

In February 2016, the FASB issued ASU No. 2016-02 (Topic 842) “Leases.” Topic 842 supersedes the lease recognition requirements in Accounting Standards Codification (“ASC”) Topic 840 “Leases.” Under Topic 842, lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. Topic 842 is effective for annual reporting periods and interim periods within those years beginning after 15 December 2018. Early adoption by public entities is permitted. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, and there are certain optional practical expedients that an entity may elect to apply. Full retrospective application is prohibited. The Company does not anticipate this amendment to have a significant impact on the financial statements.

In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years beginning after 15 December 2019. The Company does not anticipate this amendment to have a significant impact on the financial statements.

During the nine months ended 31 March 2018, the Company loaned $1,794,559 (RMB 11,077,800) to Shanghai Qiao Garden Group. The loan is unsecured, bears interest at 8% per annum and due on 30 June 2018. During the nine months ended 31 March 2018, the Company accrued interest income of $32,081 (2017 - $Nil) (Note 11).

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.

Included in accounts payable and accrued liabilities was $140 (30 June 2017 - $3,034) owing to a director of the Company (Note 7).

Hartford Retirement Network Corp.

Notes to the Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 March 2018

During the nine months ended 31 March 2018, the Company received $411 (RMB 2,000) from the Company’s Chief Executive Officer (Note 7). The loan is unsecured, non-interest bearing and due on demand.

During the nine months ended 31 March 2018, the Company received $660 (RMB 3,213) from third parties. The loan is unsecured, non-interest bearing and due on demand.

Authorized

The total authorized capital is 200,000,000 common shares with a par value of $0.001 and 10,000,000 preferred shares with a par value of $0.001.

On 26 June 2017, the Company increased the authorized shares of common stock of the Company from 75,000,000 shares to 200,000,000 shares and authorized the issuance of up to 10,000,000 shares of preferred stock, with such rights, preferences and limitations as may be set from time to time by resolution of the Board of Directors (Note 1).

Issued and outstanding

At 31 March 2018, the total issued and outstanding capital stock is 42,555,000 common shares with a par value of $0.001 per common share (30 June 2017 – 9,945,000).

On 4 August 2017, the Company completed a private placement of 5,750,000 common shares for total proceeds of $287,500.

On 8 August 2017, the Company completed a private placement of 19,910,000 common shares for total proceeds of $995,500

On 8 September 2017, the Company completed a private placement of 1,950,000 common shares for total proceeds of $97,500.

On October 5, 2017, the Company completed a private placement of 5,000,000 common shares for total proceeds of $250,000.

As at 31 March 2018, the Company received $886,540 out of $1,630,500 related to the private placements from April 2017 to October 2017. As a result, the Company has subscriptions receivable of $743,960 as at 31 March 2018.

As at 31 March 2018, the Company received subscriptions of $1,113,700 in advance related to the private placement that completed on April 7, 2018 (Note 11).

Hartford Retirement Network Corp.

Notes to the Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 March 2018

During the nine months ended 31 March 2018, a former officer and a former director of the Company made contributions to capital for management fees in the amount of $Nil (2017 – $45,000) and for rent in the amount of $Nil (2017 – $2,700) (Note 9).

During the nine months ended 31 March 2018, the Company paid management fees of $65,000 (2017 - $Nil) to the Company’s Chief Financial Officer.

During the nine months ended 31 March 2018, the Company received $411 (RMB 2,000) from the Company’s Chief Executive Officer (Note 5). The loan is unsecured, non-interest bearing and due on demand.

Included in accounts payable and accrued liabilities was $140 (30 June 2017 - $3,034) owing to a director of the Company. The amount is non-interest bearing, unsecured and due on demand (Note 4).

On 25 August 2017, the Company entered into a Retirement Vacation Services Agreement (the “Service Agreement”) with Shanghai Qiao Garden International Travel Agency (“Shanghai Travel”), whereby the Company is to provide favorable pricing on hotel rooms in California, USA from 15 May 2017 to 31 May 2018. The agreement can be renewed automatically on an annual basis. Shanghai Travel will provide at least 300 retirement vacation clients annually, for a minimum total hotel stay of 3,000 nights. The Company will be charging Shanghai Travel $80 per client per hotel stay and $2,000 monthly management fees. At 31 March 2018, the Company did not record any receivables related to the monthly management fee as there was uncertainty as to whether the amount would be collectible (30 June 2017 - $50,000).

During the nine months ended 31 March 2018, a former officer and a former director of the Company made contributions to capital for management fees in the amount of $Nil (2017 – $45,000) and for rent in the amount of $Nil (2017 – $2,700) (Note 7).

During the year ended 30 June 2016, the Company received an assessment for penalties of $50,000 from the Internal Revenue Service regarding failure to file certain supplementary forms for the tax years 2007 to 2011. During the year ended 30 June 2017, the penalties were reversed.

Hartford Retirement Network Corp.

Notes to the Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

31 March 2018

On April 2, 2018, the Company entered into an Asset Purchase Agreement whereby the Company will purchase land, buildings, right to use, construction use rights and other property rights located in Shanghai from Shanghai Qiao Garden Group for a purchase price of RMB 233,000,000. The Company has agreed to pay the purchase price in instalments over the next 20 months as follows:

On April 7, 2018, the Company completed a private placement of 47,500,000 common shares for total proceeds of $7,124,109 (Note 6).

In April 2018, the Company received $1,600,216 (CNY 10,081,500) toward repayment of the loans receivable from Shanghai Qiao Garden Group (Note 3).

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

The terms “HFRN”, “Company”, “we”, “our”, and “us” refer to Hartford Retirement Network Corp. unless the context suggests otherwise.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking statements” as defined by the Securities and Exchange Commission, or SEC. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Form 10-Q that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These forward-looking statements are based on assumptions which we believe are reasonable based on current expectations and projections about future events and industry conditions and trends affecting our business. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks and uncertainties that, among other things, could cause actual results to differ materially from those contained in the forward-looking statements, including without limitation the Risk Factors set forth in our Annual Report on Form 10-K for the year ended June 30, 2017 including the following:

General

We were an exploration stage company until May 2017, at which time we transitioned to a senior retirement solutions company focusing on senior housing and retirement services and products.

On January 20, 2008, the Company allowed its interest in the Sobeski Lake Gold Property Claims to expire. The Sobeski Lake Gold property consisted of three mineral claims located in the Red Lake Mining District, in the province of Ontario, Canada. We had originally acquired our interest in the property by making a cash payment of $3,500 on June 16, 2004 to Dan Patrie Exploration Ltd. the registered owners of the property.

On January 8, 2008, we acquired, through our wholly owned subsidiary, Dynamic Gravel Holdings Ltd., a 100% interest in two gravel claims called the Northern Gravel Claims and Super Mammoth Gravel Claims (together the “Super Mammoth Gravel Project”) situated on tidewater for $25,000. The Super Mammoth Gravel Project was acquired by way of a purchase agreement. Mr. Farshad Shirvani has been paid CDN$25,000.

On April 27, 2017, the Company dissolved its wholly owned subsidiary, Dynamic Gravel Holdings Ltd. as part of the Stock Purchase Agreement (the “Agreement”) dated April 4, 2017, between Tim Coupland and Brian Game, the Company’s former principal stockholders (the “Sellers”) and Hartford International Retirement Network, Inc. (the “Buyer”), pursuant to which, among other things, the Sellers agreed to sell to the Buyer, and the Buyer agreed to purchase from Sellers, a total of 5,185,000 shares of Common Stock beneficially owned by the Sellers (the “Purchase Shares”). The Purchase Shares represented approximately 52.1% of the Company’s issued and outstanding shares of Common Stock.

In connection with the transactions contemplated by the Agreement, the Board appointed Lianyue Song, Aaron Schottelkorb and Fuming Lin to fill vacancies on the Company’s Board of Directors caused by resignations of Messer’s’ Coupland, Game and Burylo.

On May 11, 2017, the Company entered into a Memorandum of Understanding for Senior Holiday Service Cooperation with Shanghai Qiao Garden International Travel Agency (“Travel Agent”), superseded by a Retirement Vacation Services Agreement executed by the parties on August 25, 2017 (collectively referred to as the “Agreement”). The Company is engaged in the business of providing hotel rooms at favorable rates to travelers to Los Angeles from China.

On May 18, 2017, the Company sold its Northern Gravel Claims and the Super Mammoth Gravel Claims for $1 to the Company’s former officer and a former director to focus its efforts on new business venture in senior retirement services and products in China.

On November 9, 2017, the Company incorporate a wholly-owned subsidiary, Shanghai Hartford Health Management Ltd. in the People’s Republic of China.

Between July 1 and October 5, 2017, the company sold 32,610,000 shares of its common stock (the “Shares”) for $1,630,500. The Shares were sold by the officers and directors of the Company and no commissions were paid for such sales. All of the investors are residents of China and all offers and sales were conducted in China. The Shares were sold in a private placement pursuant to an exemption under the Securities Act of 1933, as amended (the “Act), in accordance with Regulation S of the Act. All stock certificates will be affixed with the appropriate Regulation S legend restricting sales and transfers.

Plan of Operations

The Company’s president is a principal owner and CEO of a brand new hotel in Rosemead, California, and the Company is acting as its agent to procure business from Chinese tourists and business travelers. Under the Agreement with the Travel Agent, the Travel Agent has agreed to provide no less than 300 retirement vacation clients per year for a minimum hotel stay of 3,000 nights. The Agreement also provides for payment of a monthly service fee. The Agreement automatically renews on an annual basis unless otherwise terminated by either party in writing. However, the Company intends to enter into a more permanent agreement in September, 2018. From June 1 through July 31, 2017, the Company has received approximately $50,000 in revenues in connection with the Agreement. The Company is currently marketing its hotel travel service to other travel agencies in China and it is also seeking other hotels in Southern California to sign up for its services.

The Company believes that with the execution of the Agreement on May 11, 2017 and the commencement of revenues from its travel service business that it is no longer a “shell” corporation.

In addition, the Company intends to provide management services to retirement homes, commercial properties and apartment buildings in the following China cities: Shanghai, Jiangsu, Zhejiang, Hainan and Shenyang.

Results of Operations for the Nine Months Ended March 31, 2018

The Company reported a net loss for the nine months ended March 31, 2018 of $159,312 compared to a net loss of $31,330 for the nine months ended March 31, 2017, which includes $50,000 reversal of income tax penalties.

The Company recorded an interest income of $32,081, of which $32,081 relates to the 8% loan to Shanghai Qiao Garden Group. The loan is due on 30 June 2018.

Legal and accounting fees increased by $48,003 to $57,175 for the nine months ended March 31, 2018 from $9,172 for the nine months ended March 31, 2017. Consulting fees increased by $41,000 to $41,000 for the nine months ended March 31, 2018 from $Nil for the nine months ended March 31, 2017.

The overall increase in operating expenses for the nine months ended March 31, 2018, when compared to the nine months ended March 31, 2017, is a direct result of increased operating activities after the signing of the Agreement with the Travel Agent as discussed above.

Results of Operations for the Three Months Ended March 31, 2017

The Company reported a net income for the three months ended March 31, 2018 of $1,348 compared to a net loss of $27,088 for the three months ended March 31, 2017.

Similar to the results for the nine months ended March 31, 2018 as discussed above, the Company incurred additional operating expenses after signing of the Agreement with the Travel Agent and issuance of shares from various private placements. The largest increases are in consulting, legal and accounting.

Liquidity and Capital Resources

At March 31, 2018, the Company had cash on hand of $77,533 and liabilities of $5,768 consisting of accounts payable and accrued liabilities, which includes $140 due to an officer and a director of the Company, and loan payable to the Company’s Chief Executive Officer of $411.

We will require additional funding in order to cover all anticipated administration costs and to proceed with the Retirement Vacation Services Agreement executed on August 25, 2017 and to seek out additional travel agents for similar contracts. The Company also intends to provide management services to retirement homes, commercial properties and apartment buildings in China, which will result in higher administrative costs in the future.

Capital Expenditures

The Company expended no significant amounts on capital expenditures for the period from inception to March 31, 2018. At present, there are no transactions being contemplated by management or the board that would affect the financial condition, results of operations and cash flows of any asset of the Company.

Employees

At present, we have no employees, other than our current officers and directors, who devote their time as required to our business operations.

Off-balance Sheet Arrangements

The Company has no off-balance sheet arrangements that would require disclosure.

Critical Accounting Policies

Our interim financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates, and the recognition of revenues and expenses for the reporting periods. These estimates and assumptions are affected by management’s application of accounting policies.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not issue or invest in financial instruments or their derivatives for trading or speculative purposes. The limited operations of the Company were conducted primarily in Canada, now in California, USA, and, are not subject to material foreign currency exchange risk. Although the Company has outstanding debt and related interest expense, market risk of interest rate exposure in the United States is currently not material.

ITEM 4 – CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Based on the management’s evaluation (with the participation of our President and Chief Financial Officer), our President and Chief Financial Officer have concluded that as of March 31, 2018, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange of 1934 (the “Exchange Act”)) are effective to provide reasonable assurance that the information required to be disclosed in this quarterly report on Form 10-Q is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

(b) Internal control over financial reporting

Management’s annual report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting should include those policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including Mr. Ziyun Xu, our President and Chief Executive Officer, and Mr. Jimmy Zhou, our Chief Financial Officer, we have evaluated the effectiveness of our internal control over financial reporting and preparation of our quarterly financial statements as of March 31, 2018 and believe they are effective.

Based upon their evaluation of our controls, Mr. Ziyun Xu, our President and Chief Executive Officer, and Mr. Jimmy Zhou, our Chief Financial Officer, has concluded that, there were no significant changes in our internal control over financial reporting or in other factors during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation report of the registered public accounting firm

This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this report.

Changes in internal control over financial reporting

There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected or are reasonably likely to materially affect our internal controls.

Changes in Internal Controls

Based on the evaluation as of March 31, 2018, Mr. Ziyun Xu, our President and Chief Executive Officer, and Mr. Jimmy Zhou, our Chief Financial Officer have concluded that there were no significant changes in our internal controls over financial reporting or in any other areas that could significantly affect our internal controls subsequent to the date of his most recent evaluation, including corrective actions with regard to significant deficiencies and material weaknesses.

PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.

ITEM 1A. RISK FACTORS

Not Applicable

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5 – OTHER INFORMATION

None

ITEM 6 – EXHIBITS

The following exhibits are furnished as required by Item 601 of Regulation S-B.

* Included in our original SB-2 Registration Statement filed on December 9, 2004.
** Included in our SB-2 Amended Registration Statement filed on October 19, 2005.

SIGNATURE

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.