x
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended December 31, 2007
|
|
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from ______ to
______
|
Nevada
|
86-0776876
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
Number)
|
|
3155
East Patrick Lane, Suite 1
Las
Vegas, Nevada 89120
|
||
(Address
of principal executive offices)
|
||
(702)
492-9413
|
||
Issuer’s
telephone number:
|
PART
I
|
||
ITEM
1.
|
DESCRIPTION
OF BUSINESS
|
1
|
ITEM
2.
|
DESCRIPTION
OF PROPERTY
|
2
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
2
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
2
|
|
||
PART
II
|
||
ITEM
5.
|
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
2
|
ITEM
6.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
|
3
|
ITEM
7.
|
FINANCIAL
STATEMENTS
|
4
|
ITEM
8.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
15
|
ITEM
8A.
|
CONTROLS
AND PROCEDURES
|
15
|
ITEM
8B.
|
OTHER
INFORMATION
|
15
|
PART
III
|
||
ITEM
9.
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION
16(a) OF THE EXCHANGE ACT
|
16
|
ITEM
10.
|
EXECUTIVE
COMPENSATION
|
17
|
ITEM
11.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
18
|
ITEM
12.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
18
|
ITEM
13.
|
EXHIBITS
|
18
|
ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
20
|
EXHIBIT
31
|
||
EXHIBIT
32
|
ITEM
1.
|
DESCRIPTION OF BUSINESS.
|
ITEM
2.
|
DESCRIPTION
OF PROPERTY.
|
ITEM
3.
|
LEGAL
PROCEEDINGS.
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|
ITEM
5.
|
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
|
Fiscal
Year Ended December 31, 2007
|
High
Bid
|
Low
Bid
|
|||||
First
Quarter
|
1.01
|
0.25
|
|||||
Second
Quarter
|
0.25
|
0.25
|
|||||
Third
Quarter
|
0.25
|
0.20
|
|||||
Fourth
Quarter
|
0.43
|
0.11
|
Fiscal
Year Ended December 31, 2006
|
High
Bid
|
Low
Bid
|
|||||
First
Quarter
|
0.25
|
0.25
|
|||||
Second
Quarter
|
0.25
|
0.25
|
|||||
Third
Quarter
|
0.25
|
0.20
|
|||||
Fourth
Quarter
|
0.20
|
0.15
|
ITEM
6.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
|
ITEM
7.
|
FINANCIAL
STATEMENTS.
|
Feris
International, Inc.
|
|||||||||
Balance
Sheets
|
December
31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Assets
|
||||||||||
Current
Assets
|
||||||||||
Cash
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Accounts
Receivable
|
-
|
-
|
-
|
|||||||
Inventories
|
-
|
-
|
-
|
|||||||
Prepaid
Expenses & Other Assets
|
-
|
-
|
-
|
|||||||
Total
Current Assets
|
-
|
-
|
-
|
|||||||
Property
& Equipment, Net
|
-
|
-
|
-
|
|||||||
Goodwill
|
-
|
-
|
-
|
|||||||
Deposits
|
-
|
-
|
-
|
|||||||
Total
Assets
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Liabilities
& Stockholders' Equity (Deficit)
|
||||||||||
Current
Liabilities
|
||||||||||
Accounts
Payable & Accrued Expenses
|
$
|
82,500
|
$
|
37,500
|
$
|
10,000
|
||||
Accrued
Custodian Compensation
|
32,400
|
21,600
|
7,200
|
|||||||
Accrued
Interest Expense
|
13,821
|
8,859
|
2,663
|
|||||||
Convertible
Note Payable
|
75,000
|
75,000
|
75,000
|
|||||||
Total
Current Liabilities
|
203,721
|
142,959
|
94,863
|
|||||||
Commitments
& Contingencies
|
-
|
-
|
-
|
|||||||
Stockholders'
Equity (Deficit)
|
||||||||||
Common
Stock, $0.001 par value, 200,000,000 shares
|
||||||||||
authorized;
242,500, 118,500 and 118,500
|
||||||||||
shares
issued and outstanding, respectively.
|
243
|
119
|
119
|
|||||||
Additional
Paid-in Capital
|
12,598,563
|
12,598,687
|
12,598,687
|
|||||||
Accumulated
Deficit
|
(12,802,527
|
)
|
(12,741,765
|
)
|
(12,693,669
|
)
|
||||
Total
Stockholders' Equity (Deficit)
|
(203,721
|
)
|
(142,959
|
)
|
(94,863
|
)
|
||||
Total
Liabilities & Stockholders' Equity (Deficit)
|
$
|
-
|
$
|
-
|
$
|
-
|
The
accompanying notes are an integral part of these financial
statements.
|
Feris
International, Inc.
|
|||||||
Statements
of Operations
|
For
the Year Ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Sales,
net
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Cost
of Good Sold
|
-
|
-
|
-
|
|||||||
Gross
Profit
|
-
|
-
|
-
|
|||||||
Operating
Expenses
|
||||||||||
Selling,
General and Administrative
|
55,800
|
41,900
|
92,200
|
|||||||
Research
and Development
|
-
|
-
|
-
|
|||||||
Total
Operating Expenses
|
55,800
|
41,900
|
92,200
|
|||||||
Income
(Loss) from Operations
|
(55,800
|
)
|
(41,900
|
)
|
(92,200
|
)
|
||||
Other
Income (Expense)
|
||||||||||
Interest
Expense
|
4,962
|
6,196
|
2,663
|
|||||||
Total
Other Income (Expense)
|
4,962
|
6,196
|
2,663
|
|||||||
Income
(Loss) Before Income Taxes
|
(60,762
|
)
|
(48,096
|
)
|
(94,863
|
)
|
||||
Provision
for Income Taxes
|
-
|
-
|
-
|
|||||||
Net
Income (Loss)
|
$
|
(60,762
|
)
|
$
|
(48,096
|
)
|
$
|
(94,863
|
)
|
|
Income
(Loss) Per Share-Basic & Diluted
|
$
|
(0.34
|
)
|
$
|
(0.41
|
)
|
$
|
(0.80
|
)
|
|
Weighted
Average Number of Shares
|
180,330
|
118,500
|
118,500
|
The
accompanying notes are an integral part of these financial
statements.
|
Feris
International Inc.
|
||||||||
Statements
of Stockholders' Equity
(Deficit)
|
Common
Stock
|
Total
|
|||||||||||||||
Par
Value
|
Additional
|
|
Stockholders'
|
|||||||||||||
Number
of
|
($0.001)
|
Paid-
|
Accumulated
|
Equity
|
||||||||||||
Shares
|
Amount
|
In-Capital
|
Deficit
|
(Deficit)
|
||||||||||||
Balance
at December 31, 2004
|
118,500
|
$
|
119
|
$
|
12,598,687
|
$
|
(12,598,806
|
)
|
$
|
-
|
||||||
Net
Loss
|
-
|
-
|
-
|
(94,863
|
)
|
(94,863
|
)
|
|||||||||
Balance
at December 31, 2005
|
118,500
|
$
|
119
|
$
|
12,598,687
|
$
|
(12,693,669
|
)
|
$
|
(94,863
|
)
|
|||||
Net
Loss
|
-
|
-
|
-
|
(48,096
|
)
|
(48,096
|
)
|
|||||||||
Balance
at December 31, 2006
|
118,500
|
$
|
119
|
$
|
12,598,687
|
$
|
(12,741,765
|
)
|
$
|
(142,959
|
)
|
|||||
Common
Stock Issued for Services
|
124,000
|
124
|
(124
|
)
|
-
|
-
|
||||||||||
Net
Loss
|
-
|
-
|
-
|
(60,762
|
)
|
(60,762
|
)
|
|||||||||
Balance
at December 31, 2007
|
242,500
|
$
|
243
|
$
|
12,598,563
|
$
|
(12,802,527
|
)
|
$
|
(203,721
|
)
|
The
accompanying notes are an integral part of these financial
statements.
|
Feris
International, Inc.
|
Statements
of Cash Flows
|
For
the Year Ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Cash
Flows from Operating Activities
|
||||||||||
Net
Loss
|
$
|
(60,762
|
)
|
$
|
(48,096
|
)
|
$
|
(94,863
|
)
|
|
|
||||||||||
Adjustments
to reconcile net loss to net cash used in
|
||||||||||
operating
activities:
|
||||||||||
Common
Stock Issued for Services
|
-
|
-
|
-
|
|||||||
Depreciation
& Amortization
|
-
|
-
|
-
|
|||||||
Changes
in operating assets and liabilities:
|
||||||||||
Accounts
Receivable
|
-
|
-
|
-
|
|||||||
Inventories
|
-
|
-
|
-
|
|||||||
Prepaid
Expenses & Other Assets
|
-
|
-
|
-
|
|||||||
Deposits
|
-
|
-
|
-
|
|||||||
Accounts
Payable and Accrued Expenses
|
45,000
|
27,500
|
10,000
|
|||||||
Accrued
Custodian Compensation
|
10,800
|
14,400
|
7,200
|
|||||||
Accrued
Interest
|
4,962
|
6,196
|
2,663
|
|||||||
Total
adjustments
|
60,762
|
48,096
|
19,863
|
|||||||
Net
Cash Used in Operating Activities
|
-
|
-
|
(75,000
|
)
|
||||||
Cash
Flows from Investing Activities
|
||||||||||
Purchase
of Property and Equipment
|
-
|
-
|
-
|
|||||||
Net
Cash Used in Investing Activities
|
-
|
-
|
-
|
|||||||
Cash
Flows from Financing Activities
|
||||||||||
Stock
Issued for Cash
|
-
|
-
|
-
|
|||||||
Proceeds
from Convertible Notes
|
-
|
-
|
75,000
|
|||||||
Net
Cash Provided by Financing Activities
|
-
|
-
|
75,000
|
|||||||
Net
Increase (Decrease) in Cash
|
-
|
-
|
-
|
|||||||
Cash
Beginning of Period
|
-
|
-
|
-
|
|||||||
Cash
End of Year
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Supplemental
Disclosure of Cash Flow Information:
|
||||||||||
Cash
Paid during the period for interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Supplemental
Disclosure of Non-Cash Items:
|
||||||||||
Common
Stock Issued for Services
|
$
|
-
|
$
|
-
|
$
|
-
|
The
accompanying notes are an integral part of these financial
statements.
|
December
31,
|
||||||||||
Description
|
2007
|
2006
|
2005
|
|||||||
Accrued
Stock Transfer Agent Fees
|
27,500
|
20,000
|
10,000
|
|||||||
Accrued
Audit Expenses
|
15,000
|
7,500
|
||||||||
Accrued
SEC Filing Fees
|
25,000
|
10,000
|
-
|
|||||||
Accrued
Proxy Mailing Expenses
|
15,000
|
-
|
-
|
|||||||
Total
Accrued Expenses
|
$
|
82,500
|
$
|
37,500
|
$
|
10,000
|
December
31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Deferred
Tax Asset:
|
||||||||||
Net
Operating Loss Carryforward
|
$
|
4,352,859
|
$
|
4,332,200
|
$
|
4,315,847
|
||||
Valuation
Allowance
|
(4,352,859
|
)
|
(4,332,200
|
)
|
(4,315,847
|
)
|
||||
Net
Deferred Tax Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
December
31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Statutory
Federal Tax (Benefit) Rate
|
-34.00
|
%
|
-34.00
|
%
|
-34.00
|
%
|
||||
Statutory
State Tax (Benefit) Rate
|
0.00
|
%
|
0.00
|
%
|
0.00
|
%
|
||||
Effective
Tax (Benefit) Rate
|
-34.00
|
%
|
-34.00
|
%
|
-34.00
|
%
|
||||
Valuation
Allowance
|
34.00
|
%
|
34.00
|
%
|
34.00
|
%
|
||||
Effective
Income Tax
|
0.00
|
%
|
0.00
|
%
|
0.00
|
%
|
ITEM 8. |
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
|
ITEM 8A. |
CONTROLS
AND PROCEDURES.
|
ITEM 8B. |
OTHER
INFORMATION
|
Name
|
Age
|
Title
|
Patricia
Linson
|
44
|
President,
Director, Secretary, Treasurer
|
Name
and Address of Beneficial Owner (1)
|
Shares
Beneficially Owned (2)
|
Percent
of
Class
|
|||||
Directors/Named
Executive Officers:
|
|||||||
Patricia
Linson (President and Director)
|
124,000
|
51.13
|
%
|
||||
All
Named Executive Officers and Directors as a group (5
persons)
|
|||||||
124,000
|
51.13
|
%
|
Exhibit
No.
|
Description
|
3.1
|
Restated
Articles of Incorporation of Titan (incorporated by reference from
Form
10-SB (Film No. 98648988) filed by Titan with the Commission on June
16,
1998).
|
3.2
|
By-Laws
of Titan as amended and restated on September 10, 1999 (incorporated
by
reference to Exhibit 3 to the Company’s Current Report on Form 8-K filed
October 1, 1999).
|
4.1
|
Specimen
of Common Stock Certificate (incorporated by reference from Form
10-SB
(Film No. 98648988) filed by Titan with the Commission on June 16,
1998).
|
4.2
|
Certificate
of Designations of the Series A Convertible Preferred Stock (incorporated
by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K
filed October 1, 1999).
|
4.3
|
Warrant
issued to Advantage Fund II Ltd., dated September 17, 1999 (incorporated
by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K
filed October 1, 1999).
|
4.4
|
Warrant
issued to Koch Investment Group Limited, dated September 17, 1999
(incorporated by reference to Exhibit 4.3 to the Company’s Current Report
on Form 8-K filed October 1, 1999).
|
Exhibit
No.
|
Description
|
4.5
|
Warrant
issued to Reedland Capital Partners, dated September 17, 1999
(incorporated by reference to Exhibit 4.4 to the Company’s Form S-3
Registration Statement filed on October 15, 1999).
|
4.6
|
Warrant
issued to Mr. Richard Cohn, dated September 17, 1999 (incorporated
by
reference to Exhibit 4.5 to the Company’s Form S-3 Registration Statement
filed on October 15, 1999).
|
4.7
|
Warrant
issued to Intellect Capital Corp., dated September 17, 1999 (incorporated
by reference to Exhibit 4.6 to the Company’s Form S-3 Registration
Statement filed on October 15, 1999).
|
4.8
|
Registration
Rights Agreement with Advantage Fund II Ltd., dated September 15,
1999
(incorporated by reference to Exhibit 4.5 to the Company’s Current Report
on Form 8-K filed October 1, 1999).
|
4.9
|
Registration
Rights Agreement with Koch Investment Group Limited, dated September
15,
1999 (incorporated by reference to Exhibit 4.6 to the Company’s Current
Report on Form 8-K filed October 1, 1999).
|
4.10
|
Certificate
of Designations of the Series B Convertible Preferred Stock (incorporated
by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K
filed March 24, 2000).
|
4.11
|
Warrant
issued to Advantage Fund II Ltd., dated March 9, 2000 (incorporated
by
reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed
March 24, 2000).
|
4.12
|
Warrant
issued to Koch Investment Group Limited, dated March 9, 2000 (incorporated
by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K
filed March 24, 2000).
|
4.13
|
Warrant
issued to Reedland Capital Partners, dated March 9, 2000 (incorporated
by
reference to Exhibit 4.4 to the Company’s Form S-3 Registration Statement
filed on March 24, 2000).
|
4.14
|
Registration
Rights Agreement with Advantage Fund II Ltd., dated March 7, 2000
(incorporated by reference to Exhibit 4.5 to the Company’s Current Report
on Form 8-K filed March 24, 2000).
|
4.15
|
Registration
Rights Agreement with Koch Investment Group Limited, dated March
7, 2000
(incorporated by reference to Exhibit 4.6 to the Company’s Current Report
on Form 8-K filed March 24, 2000).
|
10.1
|
Subscription
Agreement with Advantage Fund II Ltd., dated as of September 15,
1999
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed October 1, 1999).
|
10.2
|
Subscription
Agreement with Koch Investment Group Limited, dated as of September
15,
1999 (incorporated by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed October 1, 1999).
|
10.3
|
Modification
and Partial Payment Agreement with Oxford International Management
dated
April 13, 2000.
|
10.4
|
Subscription
Agreement with Advantage Fund II Ltd., dated as of March 7, 2000
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed March 24, 2000).
|
10.5
|
Subscription
Agreement with Koch Investment Group Limited, dated as of March 7,
2000
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed March 24, 2000).
|
10.6
|
1997
Stock Option and Incentive Plan of Titan (Incorporated by reference
from
Form 10-SB (Film No. 98648988) filed by Titan with the Commission
on June
16, 1998).
|
11
|
Statement
regarding computation of per share earnings.
|
16
|
Letter
on change in certifying accountant.
|
24
|
Powers
of Attorney.
|
27
|
Financial
Data Schedule.
|
FERIS
INTERNATIONAL, INC.
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By:
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/s/
Patricia Linson
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Patricia
Linson
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President
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Signature
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Title
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Date
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/s/
PATRICIA LINSON
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President
(Principal Executive Officer
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February
21, 2007
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PATRICIA LINSON | and Principal Financial Officer) and Director | |||
1.
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I
have reviewed this report on Form 10-KSB of Feris International,
Inc. for
the fiscal year ended December 31,
2007.
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2.
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Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
small
business issuer as of, and for, the periods presented in this
report;
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4.
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The
small business issuer’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:
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(a)
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the small business issuer,
including
its consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this annual report
is
being prepared;
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(b)
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Evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of
the period covered by this report based on such evaluation;
and
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(c)
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Disclosed
in this report any change in the small business issuer’s internal control
over financial reporting that occurred during the small business
issuer’s
most recent fiscal quarter (the small business issuer’s fourth fiscal
quarter in the case of an annual report) that has materially affected,
or
is reasonably likely to materially affect, the small business issuer’s
internal control over financial reporting;
and
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5.
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The
small business issuer’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer’s auditors and the audit committee
of small business issuer’s board of directors (or persons performing the
equivalent functions):
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(a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer’s ability
to record, process, summarize and report financial information;
and
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(b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer’s
internal control over financial
reporting.
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Date:
February 21, 2007
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By:
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/s/
Patricia
Linson
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Name:
Patricia Linson
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Title:
President
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Date:
February 21, 2007
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By:
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/s/
Patricia Linson
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Name:
Patricia Linson
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Title:
President
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