Organicell Regenerative Medicine, Inc. - Quarter Report: 2013 July (Form 10-Q)

See accompanying notes to the unaudited consolidated financial statements

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See accompanying notes to the unaudited consolidated financial statements

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BESPOKE TRICYCLES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2013

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Bespoke Tricycles Inc. was incorporated on August 8, 2011 in the State of Nevada for the purpose of designing, manufacturing, and selling vending tricycles for commercial customers.  We operate through our wholly-owned subsidiary, Bespoke Tricycles, Ltd., a company organized under the Laws of England and Wales. On August 9, 2011 Bespoke Tricycles Inc. purchased all of the issued and outstanding shares of Bespoke Tricycles, Ltd. from our current officer and director, John Goodhew, in exchange for 5,000,000 shares of our common stock.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation – Unaudited Interim Financial Information

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim consolidated financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited consolidated interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented.  Unaudited interim results are not necessarily indicative of the results for the full fiscal year.  These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended October 31, 2012, and notes thereto contained in the information filed as part of the Company’s Annual Report on Form 10-K filed with SEC on February 13, 2013.

The Company has adopted an October 31 fiscal year end.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Significant intercompany accounts and transactions have been eliminated.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, inventories, and accounts payable. The carrying amounts of these financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.  

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the 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 year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

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Inventories

Inventories consist of tricycles and related parts, and are stated at lower of cost or market. Cost is determined on a weighted average method.

Revenue Recognition

The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of July 31, 2013, there have been no interest or penalties incurred on income taxes.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2013.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.

Stock-Based Compensation

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. There has been no stock-based compensation issued to employees.

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined.   There has been no stock-based compensation issued to non-employees.

Foreign Currency Translation

The Company is based in England although it is incorporated in Nevada. The functional currency of the Company is British pounds and is translated to U.S. dollars using the exchange rate effective for the date reported for assets and liabilities and the average exchange rate for the period reported for revenues and expenses.

Other Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net income (loss), including foreign currency translation adjustments, gains and losses related to certain derivative contracts, and gains or losses, prior service costs or credits, and transition assets or obligations associated with pension or other postretirement benefits that have not been recognized as components of net periodic benefit cost.

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Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 3 – CAPITAL STOCK

The Company was incorporated on August 9, 2011 in Nevada with authorized capital of 90,000,000 shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock.

On August 9, 2011, the Company purchased all of the issued and outstanding shares of Bespoke Tricycles, Ltd. from our current officer and director, John Goodhew, in exchange for 5,000,000 shares of our common stock.

On September 2, 2011, the Company issued 2,500,000 shares of common stock to the founder for cash proceeds of $25,000.

During the three months ended January 31, 2013, the Company sold 265,000 shares of common stock at $0.05 per share for a total of $13,250.

During the three months ended April 30, 2013, the company sold 35,000 shares of common stock at $0.05 per share for a total of $1,750.

 During the three months ended July 31, 2013, the company sold 540,000 shares of common stock at $0.05 per share for a total of $27,000.

There were 8,340,000 and 7,500,000 shares of common stock issued and outstanding at July 31, 2013 and October 31, 2012, respectively.

There were no shares of preferred stock issued and outstanding at July 31, 2013 and October 31, 2012.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future. Accrual for actual rental space of the officer has occurred during the three months ended July 31, 2013 for storage of inventories during the year at a discounted rate of $400 per month until facilities are acquired by the company.

NOTE 5 – INCOME TAXES

For the nine months ended July 31, 2013, the Company has incurred a net loss and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved.  The cumulative net operating loss carry-forward is approximately $33,182 at July 31, 2013 and will expire beginning in the year 2031.

The provision for Federal income tax consists of the following for the nine months ended July 31, 2013 and for the fiscal year ended October 31, 2012:

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows at July 31, 2013 and October 31, 2012:

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Due to the change in ownership provisions of the Tax Reform Act of 1986, the net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations.

NOTE 6 – LIQUIDITY AND GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company had limited revenues as of July 31, 2013.  The Company currently has a low working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 7 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to July 31, 2013 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Company Overview

We were incorporated as Bespoke Tricycles Inc. on August 8, 2011 in the State of Nevada for the purpose of designing, manufacturing, and selling vending tricycles for commercial customers. We operate through our wholly-owned subsidiary, Bespoke Tricycles, Ltd., a company organized under the Laws of England and Wales. On August 10, 2011, we purchased all of the issued and outstanding shares of Bespoke Tricycles, Ltd. from our current officer and director, John Goodhew, in exchange for 5,000,000 shares of our common stock.

Our operating subsidiary has been manufacturing vending tricycles for the past 2 years. We have fabricated and sold 136 units to date. The majority of sales have been through third party e-commerce sites such as EBay, Gumtree and Amazon. Limited funding has restricted our supply levels to date.

We have acquired a patent in the United Kingdom for ‘a collapsible front loading vending tricycle’ Intellectual Property Office patent number GB1002964.3. Because of the unique design of our collapsible tricycles, we benefit from reduced packaging and shipping costs, enabling us to access a global market. We believe our ability to ship our products internationally with relative low cost is one of our competitive advantages.

Our overall aim is to manufacture a professional vending tricycle that is ideal for small start up businesses to trade from and for larger companies for marketing or promotional reasons. Our goal is to provide customers with quality tricycles that will help them turn a healthy profit in a time where other career paths are restricted and more people are looking to set up their own businesses.

Our Plan for the Next 12 Months

The following is a list of business goals and milestones we wish to accomplish within the next three years.

§Secure necessary funds  

§Locate and lease suitable manufacturing/assembly facility  

§Purchase machinery, equipment and supplies tin increase production  

§Hire skilled employees to complete our team  

§Set up an online shop and open for business  

§Successfully penetrate targeted markets  

§Secure contracts to achieve projected sales goals  

§Establish a solid reputation as a manufacturing leader  

Our first major milestones will be securing funds and upping the scale of our production. This is our primary focus. In three years, we hope to have established our brand and company both in the United Kingdom and Internationally.

Should we secure sufficient funding we intend to lease a suitable storage/workshop space in south London. Such a space is available from www.railwayarches.com or through Transport for London website which lease railway arches directly. The approximate cost of a suitable unit is between $8,000 and $10,000 per year. We expect to start leasing such a facility by late 2013 or early 2014.

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With regards to new machinery, we have identified the following machines that we believe would increase production capacity: an industrial MIG welder, spray paint compressor and booth and sheet metal bender (total approx cost is $1,600). We require these as soon as possible to complete the production of more tricycles and intend to purchase these as soon as funding is received. These machines are widely available and no particular manufacturer has been identified as yet. We plan to use approximately $30,000 for facility upgrades, materials and supplies to manufacture 80 tricycles, 20 of which will be a new larger 7 speed tricycle that is currently pending production due to funding restraints. These facility upgrades and inventory expenditures will be purchased immediately upon receipt of funding.

We currently subcontract certain elements of the manufacturing process. Depending on the level of proceeds received we would like to bring these processes in house. This would require hiring suitably skilled welders, spray painters, tooling experts and a metalsmith. We will use specialized engineering recruitment consultants to find such skilled individuals and will provide suitable training where necessary. We estimate a part-time individuals meeting our requirements will cost approximately $50,000 per annum and full time individuals would cost approximately $100,000. Should we raise sufficient funding we would start recruiting immediately. Alternatively we could continue to outsource elements of the manufacturing process until such a time those full time employees are financially viable. We would expect this to be within the next 12-24 months though organic growth should we not receive sufficient funding to recruit immediately. Required training will be funded through revenues or proceeds of securities sold and employees will be sent on formal training courses offered by suitable industry trainers. Should we not receive the required proceeds the company will continue to use current skilled suppliers to complete the production of the bikes.

We intend to hire new employees depending on our production and marketing needs as funds are available.

We intend to increase our online marketing and web presence immediately when funding is received. We intend to instruct a specialist search engine optimization and marketing expert to help penetrate new market opportunities in the US, UK and other countries. We estimate initially this will cost $2,500. Ultimately we aim to develop online global campaigns using Google ad words which allows you to target potential customers by topic, location and language. Google Adwords allows you to choose where your ad appears, on which specific websites and in which geographical areas (states, towns, or even neighborhoods), allowing for targeted marketing. Words which we will use for the search will include ‘tricycles’, ‘ice cream tricycles’, ‘concession carts’, ‘vending carts’, ‘hot dog carts’ and other similar concepts that are popular in different countries/languages. We also intend to have a formal advertising campaign in newspapers and magazines to promote our products. With regards to the international markets we hope to establish our brand in, we have had our website reviewed by a marketing strategist who has begun to develop some basic advertising campaigns in the USA, Italy, Germany, France and Holland. The size and length of this campaign will depend on funding received. We had intended to begin the campaign in April/May 2013 with the aim of increasing spring/summer sales. A modest 3 month campaign would cost in the region of $10,000, but a more comprehensive/extensive campaigned could last up to six months/a year and would cost up to $30,000 including full page newspaper adverts, magazine advertising etc. Unfortunately, we have unable to raise the funds necessary for even a modest campaign.  Once we raise funds, we hope to commence our marketing and website plans. Funds raised to date have allowed for some manufacture and sale of the tricycles which in turn has provide some working capital during June and July 2013.

We aim to soften the seasonal sway in sales by developing additional ‘boxes’ that can be bought from our website that allow a range of pre-established products to be sold from the tricycles. This flexibility will allow customers as well as Bespoke Tricycle Inc to stay atop trends or changes in desires from customers. We also aim to launch an eco-friendly marketing campaign which will illustrate some of the many uses available for our products. In addition to selling tricycles we also intend to provide potential customers with startup business ideas and guidance on how to start-up a small business. We aim to do this through information packs available when purchasing. We also intend to expand the business and offer add-ons for our products, such as specifically designed fridges, cooking surfaces or general storage boxes in addition to custom paint. We will only engage in these efforts as our revenues are able to absorb such costs, and therefore don’t expect to use any of the funds in the sale of our securities for these purposes. We hope that such activities will take place in the next 12 to 24 months.

With regards to the international markets we hope to establish our brand in, we have had our website reviewed by a marketing strategist who has begun to develop some basic advertising campaigns in the USA, Italy, Germany, France and Holland. We intend to focus on advertising in entrepreneurial and retail magazines both in the US and Europe within the next 12 months. We intend to continue selling tricycles to our main UK audience as well as

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develop a more US, European customer base and thereafter the ‘rest of the world’. One factor that might make take away our competitive advantage in such a global market will be shipping costs. We may therefore investigate outsourcing manufacturing of the tricycles while protecting our patent globally. Through design research and development we hope to increase our range and therefore target market by modifying the current design to facilitate modified tricycles to a wider market.

Our available funds combined with revenues will not fund our activities for the next twelve months. As of July 31, 2013, our current cash on hand is $11,191, nearly double of last quarter. Our current monthly burn rate is approximately $700 per month. Based on our current burn rate, we will run out of funds soon without additional capital and assuming revenues based on past performance during that period. If we fail to raise sufficient funds in this offering, investors may lose their entire cash investment.

Results of Operations for the three and nine months ended July 31, 2013 and 2012

Revenues

Our total revenue reported for the three months ended July 31, 2013 was $18,536, a decrease from $38,926 for the three months ended July 31, 2012. Our total revenue reported for the nine months ended July 31, 2013 was $31,722, a decrease from $79,610 for nine months ended July 31, 2012.

The decrease in revenues for the three and nine months ended July 31, 2013 from the prior periods is a result of decreased sales. If we are able to raise money, we expect revenues to increase for the fiscal year ended October 31, 2013 as a result of increased sales resulting from improved marketing, increased production and higher quality production.

Cost of Goods Sold

Our cost of goods sold for the three months ended July 31, 2013 decreased to $12,125 from the prior year period when cost of goods sold was $32,134. Our cost of goods sold for the nine months ended July 31, 2013 decreased to $18,686 from the prior year period when cost of goods sold was $51,663. This was due primarily in direct proportion to the decline of sales.

The decrease in our cost of goods sold for the three and nine months ended July 31, 2013 from the prior year period is attributable to a decrease in the units produced.

Gross Profit

Gross profit for the three months ended July 31, 2013 was $6,411 or approximately 49% of sales. Gross profit for the three months ended April 30, 2012 was $6,792, or approximately 18% of sales.

Gross profit for the nine months ended July 31, 2013 was $13,036 or approximately 41% of sales. Gross profit for the nine months ended July 31, 2012 was $27,497, or approximately 35% of sales.

Operating Expenses

Operating expenses increased to $11,430 for the three months ended  July 31, 2013 from $3,868 for the three months ended July 31, 2012. Our operating expenses for the three months ended July 31, 2013 consisted of professional fees in the amount of $506 and general and administrative expenses of $10,924. In comparison, our operating expenses for the three months ended July 31, 2012 consisted of professional fees in the amount of $2,251 and general and administrative expenses of $1,617.

Operating expenses increased to $22,154 for the nine months ended July 31, 2013 from $10,465 for the nine months ended July 31, 2012. Our operating expenses for the nine months ended July 31, 2013 consisted of professional fees in the amount of $7,846 and general and administrative expenses of $14,308. In comparison, our operating expenses for the nine months ended July 31, 2012 consisted of professional fees in the amount of $3,013 and general and administrative expenses of $7,452.

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We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to the continued development of our products and the professional fees associated with our becoming a reporting company under the Securities Exchange Act of 1934.

Net Loss

Net loss for the three months ended July 31, 2013 was $5,019 compared to net income of $2,924 for the three months ended July 31, 2012.

We incurred a net loss of $9,118  for the nine months ended July 31, 2013 compared to net income of $17,482 for the nine months ended July 31, 2012.

Liquidity and Capital Resources

As of July 31, 2013, we had total current assets of $26,521, consisting of cash and inventories. We had current liabilities of $5,826 as of July 31, 2013. Accordingly, we had working capital of $20,695 as of July 31, 2013.

Operating activities used $21,012 in cash for the nine months ended July 31, 2013, as compared with $10,194 provided for the nine months ended July 31, 2012. Our negative operating cash flow for July 31, 2013 was mainly a result of our decrease in accounts payable, increase in inventories and our net loss for the period.

Financing activities for the nine months ended July 31, 2013 generated $42,000 in cash, as compared with cash flows provided by financing activities of $11,959 for the nine months ended July 31, 2012. Our positive cash flow for the nine months ended July 31, 2013 was $8,862 compared to $22,153 as of July 31, 2012.  As of July 31, 2013, we had $11,191 in cash. Until we are able to sustain our ongoing operations through sales revenue, we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Going Concern

We have limited revenues as of July 31, 2013. We currently have low working capital, and have not completed our efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that we will be dependent, for the near future, on additional investment capital to fund operating expenses. We intend to position the company so that we may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that we will be successful in this or any of our endeavors or become financially viable and continue as a going concern.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Off Balance Sheet Arrangements

As of July 31, 2013, there were no off balance sheet arrangements.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 30, 2013.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of July 31, 2013, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of July 31, 2013, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting.  During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending October 31, 2013: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the six months ended July 31, 2013 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

We are not a party to any pending legal proceeding.  We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A.  Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

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

None

Item 3.  Defaults upon Senior Securities

None

Item 4.  Mine Safety Disclosures

N/A

Item 5.  Other Information

None

Item 6.  Exhibits

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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.

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