INTELLINETICS, INC.

Annual Report • Dec 27, 2011

10-K/A 1 gwiv_201010ka1final.htm AMENDED ANNUAL REPORT ON FORM 10K/A FOR THE YEAR ENDED DECEMBER 31, 2010 UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended December 31, 2010

OR

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For transition period ___ to ____

Commission file number: 000-31671

GLOBALWISE INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	87-0613716 (I.R.S. Employer Identification No.)
2157 S. Lincoln Street, Salt Lake City, Utah (Address of principal executive offices)	84106 (Zip Code)

Registrant’s telephone number: 801-323-2395

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) 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 [ ]

1

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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

Large accelerated filer [ ] Non-accelerated filer [ ] Accelerated filed [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X] No [ ]

The registrant did not have an active trading market for its common stock as of the last business day of its most recently completed second fiscal quarter; therefore, an aggregate market value of shares of voting and non-voting common equity held by non-affiliates cannot be determined.

The number of shares outstanding of the registrant’s common stock as of December 16, 2011 was 1,139,000.

Documents incorporated by reference: None

TABLE OF CONTENTS

PART II

Item 8. Financial Statements and Supplementary Data

3

Item 9A. Controls and Procedures

13

PART IV

Item 15. Exhibits, Financial Statement Schedules

13

Signatures

14

In this annual report references to “Globalwise,” “we,” “us,” “our” and “the Company” refer to Globalwise Investments, Inc.

EXPLANATORY NOTE

Upon advice from our SEC compliance counsel, management has determined that the Report of Independent Registered Public Accounting Firm included in our Form 10-K for the year ended December 31, 2010, should be revised to include an audit report including the cumulative period from October 3, 1997 through December 31, 2008. As a result, the Company was required to reaudit the cumulative period financial information. This amended report includes the revised audit report. In addition, management has determined that the Company should revise the language in Item 9A to specifically state that our controls and procedures were ineffective for the period covered by the annual report. Other than these changes, this amended report does not include subsequent events.

2

FORWARD LOOKING STATEMENTS

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

GLOBALWISE INVESTMENTS, INC.

(A Development Stage Company)

Financial Statements

December 31, 2010 and 2009

INDEX

Report of Independent Registered Public Accounting Firm

4

Balance Sheets

5

Statements of Operations

6

Statements of Stockholders’ Equity

7

Statements of Cash Flows

8

Notes to the Financial Statements

9

3

Morrill & Associates, LLC

Certified Public Accountants

12 South Main, Suite 208

Layton, Utah 84041

801-546-9068 Phone; 801-546-8211 Fax

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Globalwise Investments, Inc. (A Development Stage Company)

Salt Lake City, Utah

We have audited the accompanying balance sheets of Globalwise Investments, Inc. (a development stage company) as of December 31, 2010 and 2009 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended and for the period from inception on October 3, 1997 through December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Globalwise Investments, Inc. (a development stage company) as of December 31, 2010 and 2009 and the results of its operations and cash flows for the year ended December 31, 2010 and for the period from inception on October 3, 1997 through December 31, 2010 in conformity with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has no operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Morrill & Associates

Morrill & Associates

Layton, Utah 84041

December 16, 2011

4

Globalwise Investments, Inc.

(A Development Stage Company)

Balance Sheets

ASSETS
CURRENT ASSETS
Cash	$ 1,318	$ 305
Total current assets	1,318	305
TOTAL ASSETS	$ 1,318	$ 305
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$ 31,270	$ 30,995
Advances	36,000	29,000
Total current liabilities	67,270	59,995
Total liabilities	67,270	59,995
STOCKHOLDERS' EQUITY
Common stock, $.001 par value; 50,000,000 shares authorized; 1,139,000 shares issued and outstanding	1,139	1,139
Additional paid in capital	35,205	35,205
Deficit accumulated during the development stage	(102,296)	(96,034)
Total stockholders' equity	(65,952)	(59,690)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,318	$ 305

The accompanying notes are an integral part of these financial statements

5

Globalwise Investments, Inc.

(A Development Stage Company)

Statements of Operations

Revenues	$ 0	$ 0	$ 0
Expenses
General and administrative	6,262	4,823	102,296
Total expenses	6,262	4,823	102,296
Loss from operations before income taxes	(6,262)	(4,823)	(102,296)
Income taxes	0	0	0
Net loss	$ (6,262)	$ (4,823)	$ (102,296)
Basic and diluted net loss per share	$ (0.01)	$ (0.00)
Weighted average shares outstanding	1,139,000	1,139,000

The accompanying notes are an integral part of these financial statements

6

Globalwise Investments, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity
From Inception on October 3, 1997 through December 31, 2010
				Deficit
				Accumulated
			Additional	During the
	Common Stock		Paid-in	Development
	Shares	Amount	Capital	Stage
Balance, October 3, 1997	-	$ -	$ -	$ -
Shares issued for equipment at $0.032 per share	600,000	600	18,500	-
Net (loss) for the year ended December 31, 1997	-	-	-	-
Balance - December 31, 1997	600,000	600	18,500	-
Capital Contributions	-	-	550	-
Net (loss) for the year ended December 31, 1998	-	-	-	(550)
Balance - December 31, 1998	600,000	600	19,050	(550)
Shares issued for cash at $0.0498 per share	1,304,000	1,304	63,696	-
Capital Contributions	-	-	6,000	-
Net (loss) for the year ended December 31, 1999	-	-	-	(27,794)
Balance - December 31, 1999	1,904,000	1,904	88,746	(28,344)
Cancellation of shares in connection with spin-off
of Assets and Liabilities of the Company	(300,000)	(300)	(62,006)	-
Shares issued for services at $.125 per share	40,000	40	4,960	-
Shares issued for services at $.268 per share	56,000	56	14,944	-
Net (loss) for the year ended December 31, 2000	-	-	-	(21,345)
Balance - December 31, 2000	1,700,000	1,700	46,644	(49,689)
Cancellation of shares issued for services in 2000	(96,000)	(96)	(19,904)	-
Net (loss) for the year ended December 31, 2001	-	-	-	-
Balance - December 31, 2001	1,604,000	1,604	26,740	(49,689)
Net (loss) for the year ended December 31, 2002	-	-	-	(5,000)
Balance - December 31, 2002	1,604,000	1,604	26,740	(54,689)
Net (loss) for the year ended December 31, 2003	-	-	-	-
Balance - December 31, 2003	1,604,000	1,604	26,740	(54,689)
Net (loss) for the year ended December 31, 2004	-	-	-	(2,104)
Balance - December 31, 2004	1,604,000	1,604	26,740	(56,793)
Net (loss) for the year ended December 31, 2005	-	-	-	(9,345)
Balance - December 31, 2005	1,604,000	1,604	26,740	(66,138)
Net (loss) for the year ended December 31, 2006	-	-	-	(9,044)
Balance - December 31, 2006	1,604,000	1,604	26,740	(75,182)
Shares canceled and returned to treasury	(565,000)	(565)	565	-
Issuance of shares in settlement of debt	100,000	100	7,900	-
Net (loss) for the year ended December 31, 2007	-	-	-	(10,124)
Balance - December 31, 2007	1,139,000	1,139	35,205	(85,306)
Net (loss) for the year ended December 31, 2008	-	-	-	(5,905)
Balance - December 31, 2008	1,139,000	1,139	35,205	(91,211)
Net (loss for the year ended December 31, 2009	-	-	-	(4,823)
Balance - December 31, 2009	1,139,000	1,139	35,205	(96,034)
Net (loss for the year ended December 31, 2010	-	-	-	(6,262)
Balance – December 31, 2010	1,139,000	$ 1,139	$ 35,205	$ (102,296)
The accompanying notes are an integral part of these financial statements.

7

Globalwise Investments, Inc.

(A Development Stage Company)

Statements of Cash Flows

Cash Flows from Operating Activities
Net loss	$ (6,262)	$ (4,823)	$ (102,296)
Adjustments to reconcile net loss to cash provided (used) by operating activities:
Capital contributions - expenses	0	0	6,550
Changes in assets and liabilities:
Increase in inventory	0	0	(21,744)
Increase in accounts payable	275	0	39,869
Net cash provided (used) by operating activities	(5,987)	(4,823)	(77,621)
Cash Flows from Investing Activities
Purchase of equipment	0	0	(20,530)
Loss of cash in spin-off	0	0	(1,531)
Net cash used by investing activities	0	0	(22,061)
Cash Flows from Financing Activities
Proceeds from stock issuance	0	0	65,000
Cash advances received	7,000	5,000	36,000
Net cash provided by financing activities	7,000	5,000	101,000
Increase (decrease) in cash	1,013	177	1,318
Cash and Cash Equivalents, Beginning of Period	305	128	0
Cash and Cash Equivalents, End of Period	$ 1,318	$ 305	$ 1,318
Supplemental Cash Flow Information:
Cash paid for interest	$ 0	$ 0	$ 0
Cash paid for income taxes	$ 0	$ 0	$ 0
Non-Cash Investing and Financing Activities
Issuance of stock in settlement of debt	$ 0	$ 0	$ 8,000

The accompanying notes are an integral part of these financial statements

8

Globalwise Investments, Inc.

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2010 and 2009

NOTE 1 - Summary of Significant Accounting Policies

a.

Organization & Summary of Significant Accounting Policies

Globalwise Investments, Inc. (the Company) was incorporated October 3, 1997 as a Utah corporation. On July 12, 2000, the Company changed its domicile to Nevada.

b.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.

c.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 reporting period. Actual results could differ from those estimates.

d.

Fair Value of Financial Instruments

It is not practicable to estimate the fair value of advances (accounts payable) because there is no established market for these loans and it is inappropriate to estimate future cash flows, which are largely dependent on the Company establishing or acquiring operations at some future point. No financial instruments are held for trading purposes.

e.

Reclassification

Certain amounts in prior-year financial statements have been reclassified for comparative purposes to conform to the presentation in the current year financial statements.

NOTE 2 - Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has current liabilities in excess of current assets, has incurred losses since inception, has negative cash flows from operations, and has no revenue-generating activities. Its activities have been limited for the past several years and it is dependent upon financing to continue operations. 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. It is management’s plan to acquire or merge with other operating companies.

9

Globalwise Investments, Inc.

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2010 and 2009

NOTE 3 - Income Taxes

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48). FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Deferred tax assets and the valuation account are as follows:

	For the Years Ended December 31, — 2010	2009
Net operating loss carryforward	$ 34,780	$ 32,651
Valuation allowance	(34,780)	(32,651)
Deferred tax asset	$ 0	$ 0

The change in the valuation allowance was $2,129 during the year ended December 31, 2010.

The components of income tax expense are as follows:

	For the Years Ended December 31, — 2010	2009
Current Federal tax	$ -	$ -
Current State tax	-	-
Change in NOL benefit	2,129	1,639
Change in valuation allowance	(2,129)	(1,639)
	$ -	$ -

10

Globalwise Investments, Inc.

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2010 and 2009

NOTE 3 - Income Taxes (Continued)

The Company has adopted FASB ASC 740-10 to account for income taxes. The Company currently has no issues creating timing differences that would mandate deferred tax expense. Net operating losses would create possible tax assets in future years. Due to the uncertainty of the utilization of net operating loss carry forwards, an evaluation allowance has been made to the extent of any tax benefit that net operating losses may generate. A provision for income taxes has not been made due to net operating loss carry-forwards of $ and $96,034 as of December 31, 2010 and December 31, 2009, respectively, which may be offset against future taxable income through 2029. No tax benefit has been reported in the financial statements.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	For the Years Ended December 31, — 2010	2009
Beginning Balance	$ -	$ -
Additions based on tax positions related to current year	-	-
Additions for tax positions of prior years	-	-
Reductions for tax positions of prior years	-	-
Reductions in benefit due to income tax expense	-	-
Ending Balance	$ -	$ -

The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2010 and 2009, the Company had no accrued interest or penalties related to uncertain tax positions.

The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2009, 2008 and 2007.

NOTE 4 - Accounts Payable and Advances

The Company had recorded liabilities of $67,270 for services received, as well as cash advances received from unrelated parties, as accounts payable as it was the intent of management and the counter parties to issue common stock of the Company at some future date for the amounts received. However, it was subsequently determined that it was not in the best interests of the parties to issue stock for the advances and, therefore, the parties have agreed that these liabilities will be treated as loans effective January 1, 2011, bearing interest at 8% and due on demand.

11

Globalwise Investments, Inc.

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2010 and 2009

NOTE 5 - Capitalization

In 1997 the Company issued 600,000 shares of common stock for equipment valued at $19,100.

In 1998 the Company received a cash contribution in the amount of $550. No shares were issued for this contribution.

In 1999 the Company issued 1,304,000 shares of common stock for cash of $65,000 ($.0498 per share). It also received contributions in the amount of $6,000 for which no shares were issued.

In March, 2000, the Company exchanged all of its assets and liabilities for 300,000 shares of its previously issued common stock. The shares were subsequently canceled.

In July 2000, the Company issued 96,000 shares of common stock for costs and services valued at $20,000. In 2001 the Company and stockholders elected to cancel the stock and the liability was re-established in the Accounts Payable - related parties section of the balance sheet.

In May 2007, five stockholders returned 565,000 shares of common stock to the treasury, which were subsequently canceled. The shares were originally issued for cash and the shareholders returned the shares to the Company for no consideration.

In December, 2007, the Company issued 100,000 shares of common stock in settlement of debt of $8,000 ($.08 per share).

NOTE 6 – Changes Resulting From Stock Split

In January 2008 the Board of Directors approved a 2-for-1 forward stock split which was effective February 15, 2008. Customary notification of the forward split was provided to the OTC Bulletin Board and it effected the split on February 19, 2008. The financial statements for all periods presented have been restated to reflect this stock split.

NOTE 7 - Development Stage Company

The Company has no significant operations and is considered a development stage company. It is concentrating substantially all of its efforts in raising capital and searching for a business operation with which to merge, or assets to acquire, in order to generate significant operations.

NOTE 8 – Subsequent Event

We have evaluated events occurring after the date of our accompanying balance sheets through the date the financial statements were available to be issued. Other than the events described below, we did not identify any material subsequent events requiring adjustment to our accompanying condensed financial statements.

Effective January 1, 2011, the Company is treating $66,995 in advances and accounts payable as non-collateralized loans, bearing interest at 8% and due on demand.

12

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow timely decisions regarding required disclosure. Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and he determined that our disclosure controls and procedures were ineffective due to a control deficiency. During the period we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size and operations of the Company we are unable to remediate this deficiency until we acquire or merge with another company.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible to establish and maintain adequate internal control over financial reporting. Our principal executive officer is responsible to design or supervise a process that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The policies and procedures include:

•

maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets,

•

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and

•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

For the year ended December 31, 2010, management has relied on the Committee of Sponsoring Organizations of the Treadway Commission (COSO), “Internal Control - Integrated Framework,” to evaluate the effectiveness of our internal control over financial reporting. Based upon that framework, management has determined that our internal control over financial reporting is ineffective due to the lack of additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information.

Our management determined that there were no changes made in our internal controls over financial reporting during the fourth quarter of 2010 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

The audited financial statements of Globalwise Investments, Inc. are included in this report under Item 8 on pages 3 through 12.

(a)(2) Financial Statement Schedules

All financial statement schedules are included in the footnotes to the financial statements or are inapplicable or not required.

13

(a)(3) Exhibits

The following documents have been filed as part of this report.

No.

Description

3.1

Articles of Incorporation, as amended (Incorporated by reference to exhibit 3.1 of Form 10-QSB, filed October 11, 2001)

3.2

Certificate of Correction, effective May 22, 2007 (Incorporated by reference to exhibit 3.1 of Form 8-K, filed June 17, 2007)

3.3

Bylaws of Globalwise (Incorporated by reference to exhibit 3.3 of Form 10-SB, filed October 2, 2000.)

31.1

Principal Executive Officer Certification

31.2

Principal Financial Officer Certification

32.1

Section 1350 Certification

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized

GLOBALWISE INVESTMENTS, INC.

By: /s/ Donald R. Mayer

Donald R. Mayer, President

Date: December 27, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Donald R. Mayer

Donald R. Mayer

Principal Executive Officer,

Principal Financial Officer,

Director and President

Date: December 27, 2011

By: /s/ Linda L. Perry

Linda L. Perry

Director and Secretary/Treasurer

Date: December 27, 2011

14

EDGAR Validation Code: 326BFA34