Deltron, Inc.
(A Development Stage
Company)
Interim Statements of Cash Flows
(Unaudited)
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Cumulative
from
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Inception
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(September
14,
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2005) to
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Six Months
Ended March 31,
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March
31,
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2010
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2009
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2010
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OPERATING
ACTIVITIES
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Net loss for the period
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$
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(47,185)
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$
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(9,467)
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$
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(123,944)
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Adjustments to reconcile net
loss to net cash
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used in
operations:
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Interest from discount on note
payable – related party
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761
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-
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761
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Gain on disposition of
subsidiary
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(1,905)
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-
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(1,905)
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Write-off of debt from
unconsolidated subsidiary
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27,277
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-
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27,277
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Changes in Operating Assets
and Liabilities:
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Increase in accounts payable
and accrued liabilities
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5,936
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3,279
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7,264
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Increase in accrued interest,
note payable
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19
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-
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19
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Net Cash Used in Operating
Activities
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(15,097)
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(6,188)
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(90,528)
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INVESTING
ACTIVITIES
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Investment in unconsolidated
subsidiary
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-
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-
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(203)
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Increase in loan receivable
from unconsolidated subsidiary
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-
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-
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(27,277)
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Net Cash Used in Investing
Activities
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-
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-
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(27,480)
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FINANCING
ACTIVITIES
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Advances from related
party
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500
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-
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2,108
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Proceeds from note payable –
related party
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10,000
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-
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10,000
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Common stock issued for
cash
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-
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-
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105,900
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Net Cash Provided by Financing
Activities
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10,500
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-
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118,008
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DECREASE IN CASH AND CASH
EUQIVALENTS
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(4,597)
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(6,188)
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-
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CASH AND CASH EQUIVALENTS AT
BEGINNING OF
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PERIOD
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4,597
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23,541
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-
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CASH AND CASH EQUIVALENTS AT
END OF PERIOD
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$
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-
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$
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17,353
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$
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-
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Supplemental Cash Flow
Disclosures:
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Cash paid for:
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Interest expense
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$
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-
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$
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-
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$
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-
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Income taxes
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$
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-
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$
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-
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$
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-
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Non-Cash Financing and
Investing Activities:
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Advances from related party
cancelled on disposition of
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subsidiary
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$
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2,108
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$
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-
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$
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2,108
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- The Accompanying
Notes Are An Integral Part Of These Financial Statements -
6
Deltron, Inc.
(A Development Stage
Company)
Notes to Interim Financial Statements
March 31, 2010
(Unaudited)
1.
Organization
and Description of Business
Deltron, Inc. (the “Company”) is a Nevada corporation incorporated
on September 14, 2005. It is based in San Jose, Costa Rica. The
Company incorporated a wholly owned subsidiary, Deltron Holdings Corporation
S.A., in San Jose, Costa Rica on November 17, 2005. On February 19, 2010, the
Company disposed of the subsidiary.
The
Company is a development stage company that intended to engage principally in
the acquisition and development of rental housing properties in the district of
San Isidro de Heredia, Costa Rica. To date, the Company’s activities have
been limited to its formation, the raising of equity capital and the Company is
reviewing the acquisition of operating projects.
The
Company recently decided to refocus its business strategy towards identifying
and pursuing options regarding the development of a new business plan and
direction. The Company entered into a Letter of Intent with Blu Vu Deep Oil
& Gas Exploration (Blu Vu). The companies plan to enter into a
definitive agreement under which Deltron will acquire Blu Vu in exchange for
stock of Deltron in the form of a merger.
2.
Significant
Accounting Policies
Basis of Presentation
The accounting and reporting policies
of the Company conform to U.S. generally accepted accounting principles (US
GAAP) applicable to development stage companies.
Use of Estimates
The preparation of financial
statements in conformity with United States 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 amount
of revenues and expenses during the reporting period. Actual results could
differ from those estimates. The Company’s periodic filings with the
Securities and Exchange Commission include, where applicable, disclosures of
estimates, assumptions, uncertainties and markets that could affect the
financial statements and future operations of the Company.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks, money market
funds, and certificates of term deposits with maturities of less than three
months from date of purchase, which are readily convertible to known amounts of
cash and which, in the opinion of management, are subject to an insignificant
risk of loss in value. The Company had $0 and $4,597 in cash and cash
equivalents at March 31, 2010 and September 30, 2009, respectively.
Start-Up
Costs
In accordance with FASC 720-15-20
“
Start-up Activities,
” the Company expenses all costs incurred in
connection with the start-up and organization of the Company.
7
Deltron, Inc.
(A Development Stage
Company)
Notes to Interim Financial Statements
March 31, 2010
(Unaudited)
2.
Significant
Accounting Policies
– Continued
Earnings (Loss) Per Share of Common Stock
The
Company has adopted FASC 260-10-20,
“Earnings per Share,”
(“EPS”) which
requires presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation. In the
accompanying financial statements, basic loss per common share is computed by
dividing net loss by the weighted average number of shares of common stock
outstanding during the period. The Company has no potentially dilutive
securities, such as options or warrants, currently issued and outstanding.
Comprehensive Income (Loss)
FASC Topic No. 220,
“Comprehensive Income”,
establishes
standards for reporting and display of comprehensive income and its components
in a full set of general-purpose financial statements. From inception
(September 14, 2005) to March 31, 2010, the Company had no items of other
comprehensive income. Therefore, net loss equals comprehensive loss from
inception (September 14, 2005) to March 31, 2010.
Concentrations of Credit Risk
The Company’s
financial instruments that are exposed to concentrations of credit risk
primarily consist of its cash and cash equivalents and related party payables.
The Company places its cash and cash equivalents with financial
institutions of high credit worthiness. At times, its cash and cash
equivalents with a particular financial institution may exceed any applicable
government insurance limits. The Company’s management plans to assess the
financial strength and credit worthiness of any parties to which it extends
funds, and as such, it believes that any associated credit risk exposures are
limited.
Foreign Currency Translations
The
Company’s functional and reporting currency is the US dollar. All
transactions initiated in other currencies are translated into US dollars using
the exchange rate prevailing on the date of transaction. Monetary assets
and liabilities denominated in foreign currencies are translated into the US
dollar at the rate of exchange in effect at the balance sheet date.
Unrealized exchange gains and losses arising from such transactions are
deferred until realization and are included as a separate component of
stockholders’ equity (deficit) as a component of comprehensive income or loss.
Upon realization, the amount deferred is recognized in income in the period when
it is realized. No significant realized exchange gain or losses were
recorded from inception (September 14, 2005) to March 31, 2010.
Revenue Recognition
The
Company recognizes revenue from the sale of products and services in accordance
with the Securities and Exchange Commission Staff Accounting Bulletin No. 104
(“SAB 104”),
“Revenue Recognition in Financial Statements.”
Revenue
will consist of rental income and will be recognized only when all of the
following criteria have been met:
i)
Persuasive evidence for an agreement exists;
ii)
Delivery has occurred;
iii)
The
fee is fixed or determinable; and
iv)
Revenue is reasonably assured.
8
Deltron, Inc.
(A Development Stage
Company)
Notes to Interim Financial Statements
March 31, 2010
(Unaudited)
2.
Significant
Accounting Policies
– Continued
Recent Accounting Pronouncements
In
June 2009 the FASB established the Accounting Standards Codification
("Codification" or "ASC") as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in accordance with generally accepted
accounting principles in the United States ("GAAP"). Rules and interpretive
releases of the Securities and Exchange Commission ("SEC") issued under
authority of federal securities laws are also sources of GAAP for SEC
registrants. Existing GAAP was not intended to be changed as a result of the
Codification, and accordingly the change did not impact our financial
statements. The ASC does change the way the guidance is organized and
presented.
Statement of Financial Accounting Standards ("SFAS") SFAS No. 165
(ASC Topic 855),
"Subsequent Events"
, SFAS No. 166 (ASC Topic 810),
"Accounting for Transfers of Financial Assets-an Amendment of FASB Statement
No. 140"
, SFAS No. 167 (ASC Topic 810),
"Amendments to FASB
Interpretation No. 46(R)"
, and SFAS No. 168 (ASC Topic
105),
"The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles-a replacement of FASB Statement No.
162"
were recently issued. SFAS No. 165, 166, 167, and 168 have no current
applicability to the Company or their effect on the financial statements would
not have been significant.
Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic
820), which amends Fair Value Measurements and Disclosures - Overall, ASU No.
2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No.
2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software
Elements, and various other ASU's No. 2009-2 through ASU No. 2010-19 which
contain technical corrections to existing guidance or affect guidance to
specialized industries or entities were recently issued. These updates have no
current applicability to the Company or their effect on the financial statements
would not have been significant.
3.
Stockholders’
Equity
Authorized Stock
At
inception, the Company authorized 100,000,000 common shares with a par value of
$0.001 per share. Each common share entitles the holder to one vote, in
person or proxy, on any matter on which action of the stockholder of the
corporation is sought.
Authorized Stock
– Continued
Effective March 24, 2010, the Company increased the number of
authorized shares to 10,010,000,000 shares, of which 10,000,000,000 shares are
designated as common stock par value $0.001 per share, and 10,000,000 shares are
designated as preferred stock, par value $0.001 per share.
Share Issuances
On
March 10, 2010, the Company effected a 100 for 1 forward split of its common
stock, under which each stockholder of record on April 30, 2010, received a
dividend of 99 new shares of the Corporation’s $0.001 par value stock for every
one share they previously owned.
9
Deltron, Inc.
(A Development Stage
Company)
Notes to Interim Financial Statements
March 31, 2010
(Unaudited)
3.
Stockholders’
Equity
– Continued
Since its inception, the Company has issued shares of its common
stock as follows, retroactively adjusted to give effect to the 100:1 forward
split:
Price Per
Date
Description
Shares
Share
Amount
09/22/05
Stock issued for cash
50,000,000
$ 0.0001
$ 5,000
10/29/05
Stock issued for cash
130,000,000
0.0002
26,000
07/26/06
Stock issued for cash
374,500,000
0.0002
74,900
03/31/10
Cumulative Totals
554,500,000
$105,900
4.
Related Party Balances and Transactions
During the period ended March 31, 2010, the Company was obligated
to a director, who was also a stockholder and a former officer of the Company,
for non-interest bearing demand loans with a balance of $2,108. The Company
reached an agreement to cancel the $2,108 in exchange for the disposition of
Deltron Holdings Corporation S.A. on February 19, 2010.
On
March 17, 2010, the Company received $10,000 from a Stockholder pursuant to an
unsecured convertible promissory note (“the note”), bearing an annual interest
rate of 5% with a maturity date of September 17, 2010. Subject to prior
conversion, interest and principal are due on the note on September 17, 2010.
The note is automatically convertible on September 17, 2010, in lieu of
payment of the indebtedness, for a number of shares of our common stock equal to
the indebtedness at the amount of 30% of the bid price on an average of the
closing of the previous three days of trading.
Pursuant to FASC 470-20, convertible notes that have a fixed
future conversion below market value, require the computation of a discount and
this discount to be amortized and expensed as interest over the term of the
note. Discount on the note is calculated based on the conversion factor.
The conversion factor is 30% of the bid price of $0.0135. The note with
six months accrued interest is $10,250. The note value divided by the
conversion factor times the bid price brings the intrinsic value to $34,167.
FASC 470-20-30-8, does not permit the discount to exceed face value of the
convertible note, therefore, the discount is $10,000.
Summarized financial information for the convertible note is set
forth below.
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March 31, 2010
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Convertible promissory note,
March 17, 2010
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$ 10,000
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Discount on promissory
note
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(9,239)
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Note payable – related party,
net
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$
761
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As
of March 31, 2010, the note upon conversion would represent 1,669,834 shares of
our common stock.
Interest expense and accrued interest as of and for the period
ended March 31, 2010 totaled $780 and $19, respectively.
10
Deltron, Inc.
(A Development Stage
Company)
Notes to Interim Financial Statements
March 31, 2010
(Unaudited)
5.
Provision for Income Taxes
The Company recognizes the tax effects of transactions in the year
in which such transactions enter into the determination of net income,
regardless of when reported for tax purposes. Deferred taxes are provided in the
financial statements under FASC 718-740-20 to give effect to the resulting
temporary differences which may arise from differences in the bases of fixed
assets, depreciation methods, allowances, and start-up costs based on the income
taxes expected to be payable in future years.
Development stage deferred tax assets arising as a result of net
operating loss carryforwards have been offset completely by a valuation
allowance due to the uncertainty of their utilization in future periods.
Operating loss carryforwards generated during the period from September 14, 2005
(date of inception) through March 31, 2010 of approximately $123,944 will begin
to expire in 2025. Accordingly, deferred tax assets of approximately $43,100
were offset by the valuation allowance that increased by approximately $9,300
and $3,200 during the six months ended March 31, 2010 and 2009,
respectively.
The Company follows the provisions of uncertain tax positions as
addressed in FASC 740-10-65-1. The Company recognized approximately no increase
in the liability for unrecognized tax benefits.
The Company has no tax position at March 31, 2010 for which the
ultimate deductibility is highly certain but for which there is uncertainty
about the timing of such deductibility. The Company recognizes interest accrued
related to unrecognized tax benefits in interest expense and penalties in
operating expenses. No such interest or penalties were recognized during the
periods presented. The Company had no accruals for interest and penalties at
March 31, 2010. The Company’s utilization of any net operating loss carry
forward may be unlikely as a result of its intended development stage
activities.
6.
Investment in Unconsolidated Subsidiary
During the second quarter ended March 31, 2010, we elected to exit
the property development and housing rental business in Costa Rica. At
February 19, 2010, we disposed of our 100% wholly-owned subsidiary Deltron
Holdings Corporation S.A., to a former director, officer, and shareholder of the
Company. Summarized financial information for the gain on disposition is
set forth below:
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March 31, 2010
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Forgiveness of shareholder
loans (note 4)
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$
2,108
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Write-off of investment in
unconsolidated subsidiary
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(203)
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Gain on disposition of
subsidiary
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$
1,905
|
Effective February 19, 2010, the Company began to show historical
financial information of its 100% wholly-own subsidiary, Deltron Holdings S.A.,
on a non-consolidated basis. Pursuant to FASC 250-10-20,
“Change in Reporting
Entity”,
we are accounting for the historical information using the equity
method. The current treatment is not material to the financial position or
results of operations for the periods presented and had no effect on previously
reported net loss, which included Deltron Holdings S.A on a consolidated basis.
11
Deltron, Inc.
(A Development Stage
Company)
Notes to Interim Financial Statements
March 31, 2010
(Unaudited)
8.
Going Concern and Liquidity Considerations
The accompanying
audited consolidated financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and satisfaction of liabilities in the normal
course of business. As at March 31, 2010, the Company had a working
capital deficiency of $8,044 and an accumulated deficit of $123,944. The
Company intends to fund operations through equity financing arrangements, which
may be insufficient to fund its capital expenditures, working capital and other
cash requirements for the year ending September 30, 2010.
The
ability of the Company to emerge from the development stage is dependent upon,
among other things, obtaining additional financing to continue operations, and
development of its business plan.
In
response to these problems, management intends to raise additional funds through
public or private placement offerings.
These factors, among others, raise substantial doubt about the
Company’s ability to continue as a going concern. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
9.
Subsequent Events
On March 10,
2010, the Board approved a 100 for 1 forward split of the Company’s common stock
(the “Forward Split”). The Forward Split, upon FINRA approval, is effective as
of the close of business on May 3, 2010. As a result of the Forward Split,
each stockholder of record on April 30, 2010, will receive a dividend of an
additional 99 shares of common stock of the Company, for every share of common
stock they own. As discussed in Note 3, the stock split has been retroactively
reported for all periods presented in the accompanying financial statements.
The Company has
evaluated events from March 31, 2010 through the date whereupon the financial
statements were issued and has determined that there are no additional items to
disclose
.
12
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward-Looking Statements
Except for historical information, this report contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such
forward-looking statements involve risks and uncertainties, including, among
other things, statements regarding our business strategy, future revenues and
anticipated costs and expenses. Such forward-looking statements include,
among others, those statements including the words “expects,” “anticipates,”
“intends,” “believes” and similar language. Our actual results may differ
significantly from those projected in the forward-looking statements.
Factors that might cause or contribute to such differences include, but
are not limited to, those discussed herein as well as in the “Description of
Business – Risk Factors” section in our Annual Report on Form 10-K for the year
ended September 30, 2009. You should carefully review the risks described
in our Annual Report and in other documents we file from time to time with the
Securities and Exchange Commission. You are cautioned not to place undue
reliance on the forward-looking statements, which speak only as of the date of
this report. We undertake no obligation to publicly release any revisions to the
forward-looking statements or reflect events or circumstances after the date of
this document.
Although we believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, there are a
number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements.
All references in this Form 10-Q to the “Company,” “Deltron,”
“we,” “us,” or “our” are to Deltron, Inc.
Results of
Operations
We
are a development stage corporation. We have generated no revenues from
our business operations since inception and have incurred $123,944 in expenses
through March 31, 2010.
The
following table provides selected financial data about our company as of March
31, 2010 and September 30, 2009.
Balance
Sheet Data
March
31, 2010
September
30, 2009
Cash
and cash equivalents
$
-
$
4,597
Total
assets
$
-
$
32,077
Total
liabilities
$
8,044
$
2,936
Shareholders’
equity (deficit)
$
(8,044)
$
29,141
Net
cash provided by financing activities, for the six month period through March
31, 2010, was $10,500, consisting of $500 advanced from a related party and
$10,000 from a note payable to a related party.
Plan of
Operation
Our auditors have
issued a going concern opinion on our September 30, 2009, audited financial
statements, refer to note 7. This means that there is substantial doubt
that we can continue as an ongoing business for the next twelve months unless we
obtain additional capital to pay for our expenses. This is because we have not
generated any revenues and there is no assurance we will ever reach this point.
Accordingly, we must raise sufficient capital from other sources. Our only other
source for cash at this time is investments by others and loans from a director.
We must raise cash to stay in business.
13
We are a development
stage company that has no operations, no revenue, no financial backing and
limited assets. We had originally planned to develop our property in San
Jose, Costa Rica, to rent two three-bedroom apartments to middle income
families. Recently, the Company has decided to redirect its business focus
towards identifying and pursuing options regarding the development of a new
business plan and direction. The Company is currently seeking ventures of
merit for corporate participation as a means of enhancing stockholder value.
This may involve sales of equity or debt securities in merger or
acquisition transactions.
On October 22, 2009,
the Company entered into a Letter of Intent with Blu Vu Deep Oil & Gas
Exploration (Blu Vu). The companies plan to enter into a definitive
agreement under which Deltron will acquire Blu Vu assets in exchange for stock
of Deltron in the form of an asset purchase.
We do not currently
engage in any product research and development and have no plans to do so in the
foreseeable future. We have no present plans to purchase or sell any plant
or significant equipment. We also have no present plans to add employees
although we may do so in the future if we engage in any merger or acquisition
transactions.
Liquidity and
Capital Resources
Our cash and cash equivalents balance as of March 31, 2010, was
$0.00.
We are
a development stage company and currently have no operations.
We do
not have sufficient funds on hand to pursue our business objectives for the near
future or to commence operations without seeking additional funding. We
currently do not have a specific plan of how we will obtain such funding.
Loans to the Company
Since inception, we
received $2,108 in loans from Mr. Phillips, a former director and officer of the
company. This amount owed to Mr. Phillips was cancelled in exchange for
transferring our Costa Rican subsidiary to him, Deltron Holdings Corporation SA,
on February 19, 2010.
On March 17, 2010, we
received $10,000, in an unsecured convertible promissory note bearing interest
of 5%, from a stockholder. The note is due on September 17, 2010 and is
automatically convertible on September 17, 2010, in lieu of payment of the
indebtedness, for a number of shares of our common stock equal to the
indebtedness at the amount of 30% of the bid price on an average of the closing
of the previous three days of trading.
We have
minimal operating costs and expenses at the present time due to our limited
business activities. We will, however, be required to raise additional
capital over the next twelve months to meet our current administrative expenses,
and, additionally, we may do so in connection with or in anticipation of
possible acquisition transactions. This financing may take the form of
additional sales of our equity or debt securities to, or loans from, our
majority stockholder, or from our sole officer and director. There is no
assurance that additional financing will be available from these or other
sources, or, if available, that it will be on terms favorable to us.
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Off-Balance Sheet Arrangements
We have never entered into any off-balance sheet financing
arrangements and have not formed any special purpose entities. We have not
guaranteed any debt or commitments of other entities or entered into any options
on non-financial assets.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4T.
CONTROLS AND PROCEDURES
Evaluation of Our Disclosure Controls
Under the supervision and with the participation of our senior
management, including our chief executive officer and chief financial officer,
Henry Larrucea, we conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), as of the end of the period covered by this quarterly
report (the “Evaluation Date”). Based on this evaluation, our chief executive
officer and chief financial officer concluded as of the Evaluation Date that our
disclosure controls and procedures were effective such that the information
relating to us, required to be disclosed in our Securities and Exchange
Commission (“SEC”) reports (i) is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms, and (ii) is
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial
reporting that occurred during the quarter ended March 31, 2010, that have
materially affected or are reasonably likely to materially affect our internal
control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
In the ordinary course of our business, we may from time to time
become subject to routine litigation or administrative proceedings which are
incidental to our business. We are not a party to nor are we aware of any
existing, pending or threatened lawsuits or other legal actions involving
us.
ITEM 1A.
RISK FACTORS
Not applicable.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We did not issue any equity securities during the quarter ended
March 31, 2010.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.
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ITEM 4.
(REMOVED AND RESERVED)
None.
ITEM 5.
OTHER INFORMATION
On February 19,
2010, we disposed of our wholly-owned subsidiary Deltron Holdings Corporation
S.A., to Shawn Phillips, a former director, officer and shareholder of the
Company, in exchange for cancellation of $2,108 owing to him. We realized
a gain on disposition of $1,905, for March 31, 2010.
On March 17, 2010
we received a $10,000 loan from a stockholder and issued a 5%, $10,000 unsecured
convertible promissory note dated March 17, 2010. If not converted, interest and
principal are due at maturity on September 17, 2010. The note is automatically
convertible at maturity at a conversion equal to the indebtedness at the amount
of 30% of the bid price on an average of the closing of the previous three days
of trading.
ITEM 6.
EXHIBITS
Exhibit No.
Description
31.1 / 31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive
and Financial Officer
32.1 / 32.2
Rule 1350 Certification of Principal Executive and Financial
Officer
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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.
DELTRON, INC.
Dated: May 24, 2010
By:
/s/ Henry Larrucea
Henry
Larrucea
President, Principal Executive and Financial Officer
17