|
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
¨
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
|
|
California
|
22-3755993
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(IRS
Employer
Identification
No.)
|
|
Item
|
Description
|
Page
|
|
Part
I – FINANCIAL INFORMATION
|
|
|
|
Item
1
|
Financial
Statements
|
F-1
|
|
Consolidated
Balance Sheets as of September 30, 2007 and December 31, 2006
(unaudited)
|
F-1
|
|
|
Consolidated
Statements of Operations, for the three and nine months ended September
30, 2007 and 2006 (unaudited)
|
F-2
|
|
|
Consolidated
Statements of Cash Flow, for the nine months ended September 30,
2007 and
2006
|
F-3
|
|
|
Notes
to Consolidated Financial Statements
|
F-4
|
|
|
Item
2
|
Management’s
Discussion and Analysis of Financial Condition or Plan of
Operation
|
F-12
|
|
Item
3
|
Controls
and Procedures
|
F-15
|
|
Part
II – OTHER INFORMATION
|
||
|
Item
1
|
Legal
Proceedings
|
3
|
|
Item
2
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
5
|
|
Item
3
|
Defaults
Upon Senior Securities
|
5
|
|
Item
4
|
Submission
of Matters to a Vote of Security Holders
|
5
|
|
Item
5
|
Other
Information
|
5
|
|
Item
6
|
Exhibits
|
5
|
|
.
|
Signatures
|
6
|
|
September
30,
|
December
31,
|
|||||||
|
2007
|
2006
|
|||||||
|
Assets
|
||||||||
|
Current
Assets:
|
||||||||
|
Cash
|
$ |
72,718
|
$ |
1,534,603
|
||||
|
Restricted
cash
|
-
|
56,631
|
||||||
|
Accounts
receivable, net
|
90,373
|
118,410
|
||||||
|
Current
assets of discontinued operations
|
682,500
|
2,612,126
|
||||||
|
Other
assets
|
88,237
|
76,580
|
||||||
|
Total
Current Assets
|
933,828
|
4,398,350
|
||||||
|
Intellectual
property, net of accumulated amortization of $174,107
and $111,429
|
995,893
|
1,058,571
|
||||||
|
Equipment,
net of accumulated depreciation of $33,337 and $38,171
|
1,045,778
|
1,109,455
|
||||||
|
Non-current
assets of discontinued operations
|
-
|
45,363,366
|
||||||
|
Total
Assets
|
$ |
2,975,499
|
$ |
51,929,742
|
||||
|
Liabilities
and Stockholders' Equity (Deficit)
|
||||||||
|
Current
Liabilities:
|
||||||||
|
Accounts
payable
|
$ |
1,031,035
|
$ |
455,967
|
||||
|
Accrued
expenses
|
888,601
|
465,280
|
||||||
|
Deferred
revenue
|
11,080
|
6,780
|
||||||
|
Advances-related
parties
|
1,300,000
|
1,000,000
|
||||||
|
Notes
payable
|
573,293
|
542,500
|
||||||
|
Senior
debt
|
2,100,000
|
-
|
||||||
|
Current
liabilities of discontinued operations
|
2,133,869
|
43,539,836
|
||||||
|
Total
Current Liabilities
|
8,037,878
|
46,010,363
|
||||||
|
Long
Term Liabilities:
|
||||||||
|
Deferred
revenue, less current portion
|
-
|
44,150
|
||||||
|
Long
term liabilities of discoontinued operations
|
-
|
4,692,750
|
||||||
|
Total
Liabilities
|
8,037,878
|
50,747,263
|
||||||
|
Commitments
and Contingencies
|
-
|
-
|
||||||
|
Stockholders'
Equity (Deficit):
|
||||||||
|
Common
Stock, $.001 par value, 100,000,000 shares authorized;
|
||||||||
|
51,127,404
shares issued and outstanding
|
51,127
|
67,610
|
||||||
|
Additional
paid-in capital
|
70,359,869
|
69,116,253
|
||||||
|
Accumulated
deficit
|
(75,473,375 | ) | (68,001,384 | ) | ||||
|
Total
Stockholders' Equity (Deficit)
|
(5,062,379 | ) |
1,182,479
|
|||||
|
Total
Liabilities and Stockholders' Equity (Deficit)
|
$ |
2,975,499
|
$ |
51,929,742
|
||||
|
For
the Three Months Ended
|
For
the Nine Months Ended
|
|||||||||||||||
|
September
30,
|
September
30,
|
|||||||||||||||
|
2007
|
2006
|
2007
|
2006
|
|||||||||||||
|
Revenue:
|
||||||||||||||||
|
Satellite
Communications
|
80,151
|
251,714
|
353,759
|
808,758
|
||||||||||||
|
Down-hole
Solutions
|
-
|
-
|
-
|
14,150
|
||||||||||||
|
Total
revenue
|
80,151
|
251,714
|
353,759
|
822,908
|
||||||||||||
|
Cost
of services provided:
|
||||||||||||||||
|
Satellite
Communications
|
103,267
|
200,454
|
325,197
|
703,723
|
||||||||||||
|
Down-hole
Solutions
|
-
|
326,686
|
6,793
|
759,533
|
||||||||||||
|
Total
cost of services provided
|
103,267
|
527,140
|
331,990
|
1,463,256
|
||||||||||||
|
Depreciation
and amortization
|
22,995
|
26,559
|
70,322
|
79,181
|
||||||||||||
|
Gross
(deficit)
|
(46,111 | ) | (301,985 | ) | (48,553 | ) | (719,529 | ) | ||||||||
|
Operating
expenses:
|
||||||||||||||||
|
Selling,
general and administrative
|
602,839
|
914,614
|
3,482,606
|
2,221,000
|
||||||||||||
|
Bad
debts expense (recoveries)
|
-
|
(10,290 | ) |
-
|
(10,290 | ) | ||||||||||
|
Operating
loss
|
(648,950 | ) | (1,206,309 | ) | (3,531,159 | ) | (2,930,239 | ) | ||||||||
|
Other
(income) expense:
|
||||||||||||||||
|
Other
(income)
|
(47,541 | ) | (10,524 | ) | (83,086 | ) | (92,185 | ) | ||||||||
|
Interest
expense
|
2,375
|
1,130,132
|
97,957
|
1,203,579
|
||||||||||||
|
Loss
on extinguishment of debt
|
-
|
-
|
17,970
|
262,000
|
||||||||||||
|
Total
other (income)/expense
|
(45,166 | ) |
1,119,608
|
32,841
|
1,373,394
|
|||||||||||
|
Loss
from continuing operations
|
(603,784 | ) | (2,325,917 | ) | (3,564,000 | ) | (4,303,633 | ) | ||||||||
|
Discontinued
operations:
|
||||||||||||||||
|
Loss
from operations
|
(2,163 | ) | (835,846 | ) | (1,874,277 | ) | (835,846 | ) | ||||||||
|
Loss
on sale of equipment
|
-
|
-
|
(2,033,714 | ) |
-
|
|||||||||||
|
Loss
from discontinued operations
|
(2,163 | ) | (835,846 | ) | (3,907,991 | ) | (835,846 | ) | ||||||||
|
Net
loss
|
$ | (605,947 | ) | $ | (3,161,763 | ) | $ | (7,471,991 | ) | $ | (5,139,479 | ) | ||||
|
Basic
and diluted net loss per share
|
||||||||||||||||
|
Continuing
operations
|
$ | (0.01 | ) | $ | (0.04 | ) | $ | (0.06 | ) | $ | (0.09 | ) | ||||
|
Discontinued
operations
|
$ |
-
|
$ | (0.02 | ) | $ | (0.05 | ) | $ | (0.02 | ) | |||||
|
Net
loss
|
$ | (0.01 | ) | $ | (0.06 | ) | $ | (0.11 | ) | $ | (0.11 | ) | ||||
|
Weighted
average shares outstanding
|
60,245,040
|
52,589,643
|
65,127,972
|
46,363,690
|
||||||||||||
|
2007
|
2006
|
|||||||
|
Cash
flows from operating activities:
|
||||||||
|
Net
loss
|
$ | (7,471,991 | ) | $ | (5,139,479 | ) | ||
|
Loss
from discontinued operations
|
$ |
3,907,991
|
$ |
835,846
|
||||
|
Loss
from continuing operations
|
$ | (3,564,000 | ) | $ | (4,303,633 | ) | ||
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
|
Depreciation
and amortization
|
70,322
|
279,857
|
||||||
|
Option
and warrant expense
|
1,230,649
|
341,901
|
||||||
|
Loss
on extinguishment of debt
|
17,970
|
262,000
|
||||||
|
Stock
issued for services
|
-
|
644,000
|
||||||
|
Amortization
of note discount
|
-
|
603,992
|
||||||
|
Receivable
from related party
|
-
|
3,600
|
||||||
|
Bad
debt provisions
|
-
|
(10,290 | ) | |||||
|
Change
in:
|
||||||||
|
Accounts
receivable
|
24,537
|
(15,251 | ) | |||||
|
Other
current assets
|
83,280
|
(256,081 | ) | |||||
|
Accounts
payable
|
575,068
|
902,044
|
||||||
|
Accrued
expenses
|
423,321
|
328,956
|
||||||
|
Deferred
revenue
|
(39,850 | ) | (67,906 | ) | ||||
|
Net
cash used in operating activities
|
(1,178,703 | ) | (1,286,811 | ) | ||||
|
Cash
flows from investing activities:
|
||||||||
|
Investment
in restricted cash
|
46,489
|
(704,750 | ) | |||||
|
Purchase
of property and equipment
|
(1,634 | ) | (300,163 | ) | ||||
|
Construction
of equipment
|
-
|
(127,303 | ) | |||||
|
Net
cash provided by investing activities
|
44,855
|
(1,132,216 | ) | |||||
|
Cash
flows from financing activities:
|
||||||||
|
Purchase
of treasury stock
|
(16 | ) |
-
|
|||||
|
Proceeds
from exercise of options and warrants
|
-
|
211,778
|
||||||
|
Borrowngs
on debt
|
300,000
|
-
|
||||||
|
Principal
payments on long term debt
|
(82,114 | ) | (2,500 | ) | ||||
|
Net
cash provided by financing activities
|
217,870
|
209,278
|
||||||
|
Discontinued
operations:
|
||||||||
|
Discontinued
operating activities
|
(328,104 | ) | (767,817 | ) | ||||
|
Discontinued
investing activities
|
67,500
|
(47,351,400 | ) | |||||
|
Discontinued
financing activities
|
(285,303 | ) |
53,362,521
|
|||||
|
Net
cash provided by discontinued operations
|
(545,907 | ) |
5,243,304
|
|||||
|
Net
change in cash
|
(1,461,885 | ) |
3,033,555
|
|||||
|
Cash
at beginning of period
|
1,534,603
|
835,978
|
||||||
|
Cash
at end of period
|
$ |
72,718
|
$ |
3,869,533
|
||||
|
Cash
paid for:
|
||||||||
|
Interest
|
$ |
-
|
$ |
84,865
|
||||
|
Income
taxes
|
-
|
-
|
||||||
|
Non-Cash
Transactions:
|
||||||||
|
Shares
issued for acquisition of Eagle
|
$ |
-
|
$ |
3,120,000
|
||||
|
Warrants
issued for acquisition of Eagle
|
-
|
18,286,835
|
||||||
|
Conversion
of notes payable to common stock
|
-
|
550,000
|
||||||
|
Additional
shares issued for interest payable
|
-
|
17,666
|
||||||
|
Shares
issued for accounts payable
|
-
|
27,000
|
||||||
|
Long-term
payable for consulting agreement
|
-
|
5,400,000
|
||||||
|
Shares
issued for equipment
|
-
|
20,000
|
||||||
|
Exchange
of rigs for debt
|
45,822,321
|
-
|
||||||
|
Prepaid
insurance financed with note payable
|
112,907
|
-
|
||||||
|
Cancellation
of insurance finance note
|
186,325
|
-
|
||||||
|
See
accompanying notes to consolidated financial statements.
|
||||||||
|
September
30, 2007
|
December
31, 2006
|
|||||||
|
Steinberger
settlement
|
$ |
500,000
|
$ |
500,000
|
||||
|
Note
payable, Ideal Premium, 8.95%
|
-
|
-
|
||||||
|
Note
payable, Ideal Premium, 8.06%
|
30,793
|
-
|
||||||
|
Note
payable, individual, 10% due on demand
|
42,500
|
42,500
|
||||||
| $ |
573,293
|
$ |
542,500
|
|||||
|
September
30, 2007
|
December
31, 2006
|
|||||||
|
Satellite
Communications
|
$ |
122,153
|
$ |
163,381
|
||||
|
Down-hole
Solutions
|
2,037,793
|
2,164,164
|
||||||
|
Corporate
|
133,053
|
1,626,705
|
||||||
| $ |
2,292,999
|
$ |
3,954,250
|
|||||
|
For
the Three Months Ended
|
For
the Nine Months Ended
|
|||||||||||||||
|
September
30,
|
September
30,
|
|||||||||||||||
|
2007
|
2006
|
2007
|
2006
|
|||||||||||||
|
Revenues
from external customers
|
||||||||||||||||
|
Satellite Communications
|
80,151
|
251,714
|
353,759
|
808,758
|
||||||||||||
|
Down-hole Solutions
|
-
|
-
|
-
|
14,150
|
||||||||||||
|
80,151
|
251,714
|
353,759
|
822,908
|
|||||||||||||
|
Operating
profit (loss):
|
||||||||||||||||
|
Satellite Communications
|
(23,116 | ) |
56,816
|
28,562
|
94,535
|
|||||||||||
|
Down-hole Solutions
|
-
|
(381,348 | ) | (6,793 | ) | (897,134 | ) | |||||||||
|
Corporate
|
(625,834 | ) | (881,777 | ) | (3,552,928 | ) | (2,127,640 | ) | ||||||||
| (648,950 | ) | (1,206,309 | ) | (3,531,159 | ) | (2,930,239 | ) | |||||||||
|
|
1-
|
Operating
profit/(loss) is total operating revenue less operating expenses,
selling,
general and administrative expenses, depreciation and amortization
and bad
debts. It does not include other income and expense or income
taxes.
|
|
|
2-
|
During
the third quarter of 2007, with the transfer of our land drilling
rig
assets to Laurus in satisfaction of our outstanding note with Laurus
(see
note 6 to the financial statements), this business segment ceased
operations and will have no future contribution to revenue, expense
or
operating profit or loss.
|
|
September
30,
|
December
31,
|
||||||||
|
Assets:
|
2007
|
2006
|
|||||||
| Current Assets | |||||||||
| Accounts receivable | $ |
682,500
|
$ |
59,327
|
|||||
| Deferred consulting fees |
-
|
1,800,000
|
|||||||
| Prepaid expenses |
-
|
745,299
|
|||||||
| Advance on property lease |
-
|
7,500
|
|||||||
|
Total
AssetsTotal
Current Assets
|
682,500
|
2,612,126
|
|||||||
| Equipment |
41,098,565
|
||||||||
| Deferred consulting fees - long term |
-
|
3,000,000
|
|||||||
| Deferred financing costs |
-
|
1,264,801
|
|||||||
| Total Assets | $ |
682,500
|
$ |
47,975,492
|
|||||
|
Liabilities:
|
|||||||||
| Current liabilities | |||||||||
| Accounts payable | $ |
-
|
$ |
273,582
|
|||||
| Accrued expenses |
-
|
337,996
|
|||||||
| Senior debt |
-
|
40,600,000
|
|||||||
| Escrow |
-
|
56,631
|
|||||||
| Short term debt |
-
|
471,627
|
|||||||
| Accrued liabilities |
1,782,799
|
-
|
|||||||
| Accounts payable |
351,070
|
-
|
|||||||
| Current portion of long term consulting agrement |
-
|
1,800,000
|
|||||||
| Total Current Liabilities |
2,133,869
|
43,539,836
|
|||||||
| Long term liabilities | |||||||||
| Long term consulting agreement |
-
|
3,000,000
|
|||||||
| Deferred revenue |
-
|
1,692,750
|
|||||||
| Total Liabilities | $ |
2,133,869
|
$ |
48,232,586
|
|||||
|
For
the Three Months Ended
|
For
the Nine Months Ended
|
|||||||||||||||
|
September
30,
|
September
30,
|
|||||||||||||||
|
2007
|
2006
|
2007
|
2006
|
|||||||||||||
|
Revenue:
|
||||||||||||||||
|
Drilling
Services
|
$ |
-
|
$ |
158,296
|
$ |
1,102,150
|
$ |
158,296
|
||||||||
|
Cost
of Services Provided:
|
||||||||||||||||
|
Drilling
Services
|
2,025
|
793,466
|
1,598,893
|
793,466
|
||||||||||||
|
Total
Cost of Services Provided
|
(2,025 | ) | (635,170 | ) | (496,743 | ) | (635,170 | ) | ||||||||
|
Depreciation
and amortization
|
-
|
200,676
|
95,196
|
200,676
|
||||||||||||
|
Gross
(Deficit)
|
(2,025 | ) | (835,846 | ) | (591,939 | ) | (835,846 | ) | ||||||||
|
Selling,
general and administrative
|
138
|
-
|
17,537
|
-
|
||||||||||||
|
Interest
expense
|
-
|
-
|
1,264,801
|
-
|
||||||||||||
|
Loss
from discontinued operations
|
(2,163 | ) | (835,846 | ) | (1,874,277 | ) | (835,846 | ) | ||||||||
|
Loss
on sale of equipment
|
-
|
-
|
(2,033,714 | ) |
-
|
|||||||||||
|
Net
loss from discontinued operations
|
$ | (2,163 | ) | $ | (835,846 | ) | $ | (3,907,991 | ) | $ | (835,846 | ) | ||||
|
For
the Three Months Ended
|
||||||||||||
|
(in
thousands)
|
September
30,
|
Increase
|
||||||||||
|
2007
|
2006
|
(Decrease)
|
||||||||||
|
Payroll
and related costs
|
$ |
84
|
$ |
69
|
$ |
15
|
||||||
|
Option
and warrant expense
|
79
|
168
|
(89 | ) | ||||||||
|
Legal
fees & settlements
|
312
|
493
|
(181 | ) | ||||||||
|
External
services
|
66
|
114
|
(48 | ) | ||||||||
|
Insurance
|
37
|
24
|
13
|
|||||||||
|
Travel
& entertainment
|
14
|
29
|
(15 | ) | ||||||||
|
Office
rent, communications, misc.
|
11
|
18
|
(7 | ) | ||||||||
| $ |
603
|
$ |
915
|
$ | (311 | ) | ||||||
|
For
the Three Months Ended
|
||||||||||||
|
(in
thousands)
|
September
30,
|
Increase
|
||||||||||
|
2007
|
2006
|
(Decrease)
|
||||||||||
|
Payroll
and related costs
|
$ |
274
|
$ |
433
|
$ | (159 | ) | |||||
|
Option
and warrant expense
|
1,231
|
342
|
889
|
|||||||||
|
Legal
fees & settlements
|
1,511
|
628
|
883
|
|||||||||
|
External
services
|
296
|
528
|
(232 | ) | ||||||||
|
Insurance
|
108
|
165
|
(57 | ) | ||||||||
|
Travel
& entertainment
|
56
|
49
|
7
|
|||||||||
|
Office
rent, communications, misc.
|
7
|
76
|
(69 | ) | ||||||||
| $ |
3,483
|
$ |
2,221
|
$ |
1,262
|
|||||||
|
|
-
|
$1.0
million in accounts payable balances primarily related to pre-petition
invoices that cannot be paid while in Chapter
11;
|
|
|
-
|
$0.9
million for accrued expenses related to bankruptcy legal fees not
yet
invoiced and deferred Board of Directors’ fees for 2007 and
2006;
|
|
|
-
|
$1.3
million in advances from Berg McAfee Companies, our largest shareholder,
for the $300,000 in draws on our DIP financing and the AFJ construction
note for $1,000,000;
|
|
|
-
|
$0.6
million in notes payable, see ‘Note 7 – Current Notes Payable’ in the
footnotes to the financial
statements;
|
|
|
-
|
$2.1
million in senior debt owed to Laurus Master Fund, see ‘Note 6 – Related
Party Transactions’ in the footnotes to the financial statements;
and
|
|
|
-
|
$2.1
million of current liabilities of discontinued operations primarily
related to the $1.7 million advance from Hallwood prior to their
breach of
the drilling contracts. The Company will carry this liability until
the
legal dispute with Hallwood is resolved, see ‘Note 10 – Litigation’ in the
footnotes to the financial
statements.
|
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302
(1)
|
|
31.2
|
Certification
of Principal Accounting Officer pursuant to Section 302
(1)
|
|
32.1
|
Certification
of Principal Executive Officer pursuant to Section 1350
(1)
|
|
32.2
|
Certification
of Principal Accounting Officer pursuant to Section 1350
(1)
|
|
(1)
|
Filed
herewith
|
|
BLAST
ENERGY SERVICES, INC.
|
|
|
By:
|
/s/
John O’Keefe, CEO
|
|
|
John
O’Keefe
|
|
|
Chief
Executive Officer and Principal Executive Officer
|
|
|
|
|
Date:
November 15, 2007
|
|
|
|
|
|
By:
|
/s/
John MacDonald, CFO
|
|
|
John
MacDonald
|
|
|
Chief
Financial Officer and Principal Accounting Officer
|
|
|
|
|
Date:
November 15, 2007
|
|
|
|
1)
|
I
have reviewed this quarterly report on Form 10-QSB of Blast Energy
Services, Inc.;
|
|
|
2)
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
|
3)
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
small
business issuer as of, and for, the periods presented in this
report;
|
|
|
4)
|
The
small business issuer’s other certifying officer(s) 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:
|
|
|
a.
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the small business issuer,
including
its consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report is
being
prepared;
|
|
|
b.
|
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
|
|
|
c.
|
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
|
|
|
5)
|
The
small business issuer’s other certifying officer(s) 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):
|
|
|
a.
|
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
|
|
|
b.
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer’s
internal controls over financial
reporting.
|
|
By:
|
/s/
John O’Keefe
|
|
John
O’Keefe
|
|
|
Chief
Executive Officer
|
|
|
Principal
Executive Officer
|
|
|
1)
|
I
have reviewed this quarterly report on Form 10-QSB of Blast Energy
Services, Inc.;
|
|
|
2)
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
|
3)
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
small
business issuer as of, and for, the periods presented in this
report;
|
|
|
4)
|
The
small business issuer’s other certifying officer(s) 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:
|
|
|
a.
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the small business issuer,
including
its consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report is
being
prepared;
|
|
|
b.
|
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
|
|
|
c.
|
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
|
|
|
5)
|
The
small business issuer’s other certifying officer(s) 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):
|
|
|
a.
|
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
|
|
|
b.
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer’s
internal controls over financial
reporting.
|
|
By:
|
/s/
John MacDonald
|
|
John
MacDonald
|
|
|
Chief
Financial Officer
|
|
|
Principal
Accounting Officer
|
|
|
(1)
|
The
Report fully complies with the requirements of Section 13(a) or 15(d)
of
the Securities Exchange Act of 1934, as amended;
and
|
|
|
(2)
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
|
By:
|
/s/
John O’Keefe
|
|
John
O’Keefe
|
|
|
Chief
Executive Officer
|
|
|
Principal
Executive Officer
|
|
|
(1)
|
The
Report fully complies with the requirements of Section 13(a) or 15(d)
of
the Securities Exchange Act of 1934, as amended;
and
|
|
|
(2)
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
|
By:
|
/s/
John MacDonald
|
|
John
MacDonald
|
|
|
Chief
Financial Officer
|
|
|
Principal
Accounting Officer
|