UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2009
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from
_____________
to
____________
Commission File Number:
___________
000-30781
_____________
TERRA ENERGY RESOURCES, LTD.
(Formerly TERRA MEDIA, LTD. )
(Exact name of registrant as specified in its character)
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Delaware
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71-0913458
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(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification No.)
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organization)
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17/6 Bell Lane
Gibraltar
011-35055027643
(Issuer's Telephone Number)
Indicate by check mark whether the registrant (1) has 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 is a large accelerated filer, an accelerated filer, or a non-accelerator filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
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’s common stock outstanding as of March 31, 2009 was 44,694,500 Shares.
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Table of Contents
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Special Note Regarding Forward Looking Information
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3
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PART I
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Item 1.
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Financial Statements:
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Consolidated Balance Sheet as of September 30, 2008 (unaudited) and December 31, 2007
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(audited);
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4
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Unaudited Consolidated Statements of Operations for the nine months ended September 30,
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2008 (unaudited) and for the year ended December 31, 2007;
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5
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Unaudited Consolidated Statement of Stockholders Equity as of September 30, 2008 and for
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the year ended December 31, 2007;
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6
-
7
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Unaudited Consolidated Statement of Cash Flows for the nine months ended September 30,
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2008 (unaudited) and year ended December, 31, 2007; and
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8
-
9
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Notes to Consolidated Financial Statements
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11
-17
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of
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Operations
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17
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Item 3.
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Controls and Procedures
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23
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PART II
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Item 1.
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Legal Proceedings
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23
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Item 2.
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Unregistered Sales of Equity Securities and use of Proceeds
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24
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Item 3.
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Defaults Upon Senior Securities
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24
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Item 4.
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Submission of Matters to a Vote of Security Holders
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24
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Item 5.
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Other Information
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25
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Item 6.
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Exhibits
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25
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SIGNATURE
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26
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QUARTERLY REPORT ON FORM 10-Q FOR
TERRA ENERGY RESOURCES, LTD.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
To the extent that the information presented in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 discusses financial projections, information or expectations about the products or markets of our company, or otherwise makes statements about the future events, such statements are forward-looking. We are making these forward-looking statements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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. These risks and uncertainties are described, among other places in this Quarterly Report, in “Management’s Discussion and Analysis.” Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
In addition, we disclaim any obligations to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report. When considering such forward-looking statements, readers should keep in mind the risks referenced above and the other cautionary statements in this Quarterly Report.
PART I
ITEM 1. FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
In the opinion of the Company, all adjustments, consisting of only normal recurring adjustments necessary to present fairly the financial position of the Company as of March 31, 2009, and the results of its operations and changes in its financial position from January 1, 2008 through March 31, 2009, have been made. The results of its operations for such interim period are not necessarily indicative of the results to be expected for the entire year. These condensed financial statements should be read in conjunction with the financial statements and note thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2008.
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TERRA ENERGY RESOURCES, LTD.
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(formerly Terra Media, Ltd.)
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(a development stage company)
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CONSOLIDATED BALANCE SHEETS
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March 31,
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December 31,
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2009
Unaudited
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2008
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ASSETS
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Current Assets
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Cash
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$
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-0-
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$
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36
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Prepaid corporate taxes
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250
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Total current assets
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-0-
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286
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Property and equipment
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2,487
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Other assets
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Coal lease
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50,000
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50,000
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Capitalized software costs
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54,000
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Total assets
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$
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50,000
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$
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106,773
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
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Current Liabilities
Bank overdraft
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$
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$
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85
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Accrued expenses
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15,000
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50,000
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Officer loan payable
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50,000
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78,437
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Total current liabilities
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65,000
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128,522
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Shareholders' Equity (Deficiency)
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Common stock, $.001 par
value;
Authorized 100,000; issued and outstanding at March 31, 2009 and December 31, 2008 and 2007 44,694,500 and 44,694,500 respectively
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44,694
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44,694
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Preferred stock $.001 par value;
Authorized 5,000,000. No shares issued and outstanding
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Additional paid-in capital
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324,725
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350,324
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Deficit
accumulated during the development stage
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(384,419
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)
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(416,767
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)
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Total shareholders' equity (deficiency)
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(15,000
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)
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(21,749
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)
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Total liabilities and shareholders'
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equity (deficiency)
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$
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50,000
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$
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106,773
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TERRA MEDIA, LTD.
(a development stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
For the For the For the period
three months three months from inception
ended ended (April 7, 2004) to
March 31, March 31, March 31,
2009 2008 2009
-----------------------------------------------------------------------
Sales $ -0- $ -0- $ 584
Cost of goods sold $ -0- -0- 195
-------- ------- ------
Gross profit $ -0- -0- 389
Operating expenses
Selling, general and
administrative
expenses 900 90,285
Non cash compensation
Issuance of shares of
Common stock for
Consulting expense 276,300
Non cash compensation
Issuance of shares of
Common stock in payment
Legal expense 40,000
Depreciation expense 714 10,571
----- -------- ---------
Total operating expenses 1,614 417,156
Loss before provision
for income taxes (1,614) (416,767)
Other income and expenses
Write down of
Ding Dong School, Ltd. 32,348 32,348
Net profit (loss) $ 32,348 $( 1,614) $(384,419)
======= ========= ===========
Basic and diluted (loss) per
common stock
Net profit (loss) per share -
basic and diluted $ .00 $(.00)
======= ======
Weighted average common
shares outstanding 44,694,500 44,694,500
========== ==========
TERRA MEDIA, LTD.
(a development stage company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
For the For the For the period
three months three months from inception
ended year ended (April 7, 2004) to
March 31, March 31, March 31,
2009 2008 2009
---------------------------------------------------------------------------
Operating Activities:
Net loss $ 32,348 $(1,614) $(384,419)
Adjustments to reconcile
net loss to net cash
provided by (used in)
operating activities
Depreciation 714 10,571
Write down of
Ding Dong School, Ltd (32,348) (32,348)
Common stock issued for
Consulting services 276,300
Common stock issued for
Legal services 40,000
Changes in operating
assets and liabilities
Accrued liabilities 15,000
Corporate taxes payable
--------- ---------- ---------
Net cash provided by
(used in) operating
activities -0- ( 900) ( 74,896)
------- ---------- ---------
Investing Activities:
Purchase of office
Coal lease (50,000)
Equipment (13,058)
--------- ----------- ---------
Net cash used in investing
activities -0- (63,058)
--------- --------- ----------
Financing Activities:
Officer loan payable (36) 147 50,000
Sale of shares of Common stock 13,100
Capital contribution 9,000
Cash capital
Contribution 2,618
------- -------
Net cash provided by
financing activities 147 74,718
Net increase (decrease)
in cash (36) (900) -0-
Cash - beginning
36 2,048 -0-
-------- -------- ---------
Cash - end $-0- $ 1,295 -0-
======== ======== =========
Supplemental Information
Interest paid $-0- $ -0- $ -0-
Income taxes paid $-0- $ -0- $ -0-
Noncash Transactions:
Issuance of shares of
Common stock as
Consulting fees $276,300
Issuance of shares
Common stock as
Legal fees $40,000
Contribution of
Contributed capital-
Capitalized software
Development costs (54,000) $12,000 $ -0-
Office loan reclassed
To contributed capital $3,918
See notes to financial statements
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TERRA ENERGY RESOURCES, LTD.
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(formerly Terra Media, Ltd.)
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(a development stage company)
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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
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Additional
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Shareholders'
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Number of
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Capital
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Paid
-In
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Equity
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Shares
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Stock
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Capital
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Deficit Total
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Issuance of shares
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Of common stock
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On April 7, 2004
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29,209,400
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$
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29,209
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$
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(19,209
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)
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$
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10,000
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Sales of shares of
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Common stock through
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Private placement
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1,775,000
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1,775
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$
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3,225
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5,000
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Issuance of shares of
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Common stock in
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Consideration for
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Consulting fees
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4,970,000
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4,970
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195,330
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200,300
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Issuance of shares of
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Common stock in
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Consideration for
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Legal fees
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710,000
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710
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39,290
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40,000
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Contributed capital
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Value of capitalized
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Software
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6,000
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6,000
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Contributed capital
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Officer loan converted
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To capital contribution
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118
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118
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Net loss for the period
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Of inception (April 7,
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2004) to December 31,
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2004
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(249,792
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)
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(249,792)
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Balance
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December 31, 2004
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36,664,400
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36,664
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224,754
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(249,792
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)
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11,626
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Sales of shares of
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Common stock through
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Private placement
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1,988,000
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1,988
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3,612
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|
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5,600
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|
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Capital contribution
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Capitalized software
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Costs
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12,000
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12,000
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Issuance of
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Common stock in
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Consideration for
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Consulting fees
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5,687,100
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5,687
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70,313
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76,000
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Capital contribution
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Cash
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1,500
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1,500
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Net loss for the
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Year ended
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December 31, 2005
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(82,204)
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(82,204)
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|
|
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|
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|
Balance -
|
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|
|
|
|
|
|
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|
December 31, 2005
|
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44,339,500
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$
|
44,339
|
$
|
312,179
|
|
$
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(331,996)
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|
$
|
24,522
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|
|
|
|
|
Capital contribution
|
|
|
|
|
|
|
|
|
|
|
Capitalized
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
software
|
|
|
|
|
|
|
|
|
|
|
Costs
|
|
|
|
|
|
12,000
|
|
|
|
|
|
12,000
|
|
|
|
Net loss for the
|
|
|
|
|
|
|
|
|
|
|
year ended
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
|
|
|
|
|
(53,051)
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|
|
(53,051)
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|
|
|
|
|
|
|
|
|
|
|
|
Balance -
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
44,339,500
|
$
|
44,339
|
$
|
324,179
|
|
$
|
(385,047)
|
|
$
|
(16,529)
|
|
|
|
Capital contribution
|
|
|
|
|
|
|
|
|
|
|
Capitalized software
|
|
|
|
|
|
12,000
|
|
|
|
|
|
12,000
|
|
|
|
Sale of shares of
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
355,000
|
|
355
|
|
2,145
|
|
|
|
|
|
2,500
|
|
|
|
Net loss for the
|
|
|
|
|
|
|
|
|
|
|
year ended
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007
|
|
|
|
|
|
|
|
|
(26,864)
|
|
|
(26,864)
|
|
|
|
|
|
|
|
|
Balance-
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007
|
|
44,694,500
|
$
|
44,694
|
$
|
338,324
|
|
|
$(411,911)
|
|
$
|
(28,893)
|
|
|
|
Capital contribution
|
|
|
|
|
|
|
|
|
|
|
Capitalized software
|
|
|
|
|
|
12,000
|
|
|
|
|
|
12,000
|
|
|
|
Net Loss for the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
|
(4,856)
|
|
|
(4,856)
|
|
|
|
Balances
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
44,694,500
|
$
|
44,694
|
$
|
350,324
|
|
$
|
(416,767)
|
|
$
|
(21,749)
|
|
Unaudited
Forgiveness of
Officer loan 28,401 28,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Write off of
Capitalized software (54,000) (54,000)
For the three months
Ended March 31,
2009
32,348
32,348
|
|
Balances March 31,
2009
44,694,500 $ 44,694 $324,725 $(438,455) $15,000
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31 2009
Unaudited
1 - Summary of Significant Accounting Policies
Nature of Operations
Terra Media, Ltd. (the ”Company”) was formed on February 28, 2001 as a Delaware corporation with 105,000,000 shares of capital stock authorized Of which 100,000,000 shares are common stock; $.001 par value and 5,000,000 shares are preferred stock; $.001 par value. The Company lay dormant until June 30, 2006 when the Company was reorganized with the contribution of all the shares of common stock of Ding Dong School, Ltd., a company organized under the laws of the State of New Jersey on April 7, 2004.
The Company is currently seeking to acquire profitable coal leases and develop its one property.
On August 7, 2008, the Company entered into a sublease Agreement to mine and remove the merchantable coal in Leslie County, Kentucky. As of March 31, 2009, the Company has not entered into coal mining operations.
Basis of Presentation / Going Concern
The consolidated financial statements have been prepared for purposes of registration with the Securities and Exchange Commission ("SEC"), and have been prepared in accordance with auditing standards of the Public Company Accounting Oversight Board (United States) which contemplates continuation of the Company as a going concern.
However, the Company has sustained substantial operating losses since inception aggregating $384,419 for the period from inception until March 31, 2009. These factors raise substantial doubt about the Company's ability to continue as a going concern. The recovery of assets and continuation of future operations are dependent upon the Company's ability to obtain additional debt or equity financing and its ability to generate revenues sufficient to continue pursuing its business purposes. The Company is actively pursuing financing to fund future operations. The operations of the Company to date have been funded by the Company’s previous President through the contribution of cash and the payment of various expenses aggregating $20,000, the sale of 3,763,000 shares of common stock at $.003 per share aggregating $10,600 and an officer loan of $28,534 and the sale of 355,000 shares of common stock at $.007 per share for an aggregate of $2,500. In December, 2008, Catherine Ballonqui, Chief Executive Office of the Company, advanced an aggregate of $50,000 to the Company to complete the agreed terms of the Sublease Agreement for the right to mine and remove merchantable coal entered into on August 7, 2008.
Nature of Business
On June 2, 2008, the volume in the Company’s Common Stock was non-existent. By increasing the number of shares of the Company’s Common Stock outstanding without altering the aggregate economic interest in the Company represented by the shares, the Board of Directors believes that the volume in
the Company’s trading market will increase and a stable market price of the Common Stock will likely develop at a significantly
higher price per share
than the Common Stock outstanding before giving effect to the Forward Stock Split. This may enhance the Company's access to capital and increase the Company's flexibility in responding to anticipated capital requirements.
In addition he Company changed its name to “Terra Energy Resources, Ltd.” to reflect the Company’s decision to focus more of its resources on providing energy solutions to the government and consumer markets.
On June 2, 2008 the Company amended its Certificate of Incorporation to accomplish the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
change the name of the Company to Terra Energy Resources, Ltd.;
|
|
|
|
2.
|
to increase the authorized capital stock of the Company to 100,000,000 shares of common stock and 5,000,000 shares of preferred stock having a par value of $.001 per share and
|
|
|
|
3.
|
Forward stock split of the Company's issued and outstanding shares of Common Stock to 44,694,500 shares.
|
|
|
On June 2, 2008, the 9 shareholders of the Company agreed to contribute various amounts of their shares of common stock aggregating 920,000 to the Company for cancellation.
On June 2, 2008, Thomas Monahan, President, contributed 9,588,600 of his 10,000,000 shares to the Company for cancellation.
On June 2, 2008, Dr. John Swint, Director, contributed 98,400 shares of his 102,500 shares to the Company for cancellation.
On June 2, 2008, the Company authorized the forward splitting of the Company’s shares of common stock from 629,500 to 44,694,500 shares of common stock.
On August 7, 2008, the Company entered into a sublease Agreement to mine and remove the merchantable coal in Leslie County, Kentucky. As of December 31, 2008, the Company has not entered into coal mining operations.
In January, 2009, the Company decided to pursue the purchase and development of coal leases and entered into an agreement to returned to Mr. Thomas Monahan the Company's subsidiary Ding Dong School, Ltd which included certain assets including computers, various software titles, Trade Marks and production software with a book value of $37,688 in consideration for forgiveness of officer loans aggregating $28,437, assumption of accrued liabilities aggregating $35,085.
The Company is subject to a number of risks similar to those of other earlier-stage technology companies. These risks include, but are not limited to, rapid technological change, dependence on key personnel, search for and acquisition and development of coal leases. As a result, the Company is considered a development stage company pursuant to Statement of Financial
Accounting Standards (SFAS) No. 7, Accounting and Reporting by Development Stage Enterprises. Accumulated deficit for the period from inception (April 7, 2004) through March 31, 2009, was $384,419.
The Company's future capital requirements will depend upon many factors, including progress with marketing its technologies, competing technological and market developments, and its ability to establish collaborative arrangements, effective commercialization, marketing activities and other arrangements.
Until October 23, 2008, the Company has been funded through the resources of management through the contributions of cash from the Company’s President aggregating $27,710, the payment of expenses by the Company’s President aggregating $9,000, and through the sale of 1,775,000 shares of common stock for a cash consideration of $5,000. In addition, Thomas P. Monahan has contributed and additional $28,437 in cash to the Company’s operations and the sale of 355,000 shares of common stock at $.007 per share for an aggregate of $2,500.
On October 23, 2008, pursuant to the terms of a Stock Purchase Agreement, Catherine Ballonqui purchased 29,358,003 shares of the issued and outstanding common stock of Terra Energy Resources, Ltd. (the “Company”) from Thomas P. Monahan and John Swint, shareholders of the Company, for $241,350 in cash placed into attorney's escrow and a contractual obligation to pay an additional $300,000 in cash not later than November 26, 2008.In December, 2008, the agreement was modified to extend the due date for the final payment of funds into 2009.
Going Concern
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred net losses of $384,419 for the period from inception April 7, 2004 to March 31, 2009. There is no assurance that the Company can reverse its operating losses, or that it can raise additional capital to allow it to continue its planned operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the
r
ecoverability of recorded asset amounts that might be necessary as a result of the above uncertainty.
Management expects that the Company will continue to experience negative cash flows from operations and net losses for the foreseeable future or until the Company completes the search, acquisition and development of profitable coal leases. The Company’s planned public offering resulted in the sale of an aggregate of $2,500 or 5,000 shares of common stock. As such the continued operations of the Company will primarily depend the resources of the Company's Chief Executive Officer and the positive cash flows from profitable operations.
Since the public offering was closed with very minimal proceeds the Company believes that it can continue to run its operations only by operating at
minimal staffing and relying on the services of the Company's President to provide the funds and skills required to continue operations and complete the search, acquisition and development of profitable coal leases.
Since the planned public offering closed with very minimal proceeds, management anticipates that it will substantially reduce the Company's operating expenses to the minimum required to support the continued development of its technology. There can be no assurance that management will be able to complete the titles in a timely manner to take advantage of the void in the market place for this form of educational materials in these formats or to successfully begin and operate a profitable coal mining operation. There can be no assurance that the Company's negative cash flow will not necessitate ceasing of operations entirely.
Property and Equipment
Property and equipment are carried at cost. Depreciation has been provided using straight-line and accelerated methods
over the
estimated useful lives of the assets. Repairs and maintenance are expensed as incurred, and renewals and betterments are capitalized.
Deferred Income Taxes
The Company recognizes deferred income tax assets and liabilities for the expected future income tax consequences of temporary differences between the carrying amounts and the income tax bases of assets and liabilities and the effect of future income tax planning strategies to reduce any deferred income tax liability.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates.
On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, accounts receivable allowance, fair value of investments, fair value of acquired intangible assets and goodwill, useful lives of intangible assets and property and equipment, deemed value of common stock for the purpose of determining stock-based compensation, and income taxes, among others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
The Company’s board of directors determines the fair market value of the Company’s common stock in the absence of a public market for these shares.
Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their short maturities.
Cash and Cash Equivalents and Short-Term Investments
The Company invests its excess cash in money market funds and in highly liquid debt instruments of the U.S. government, its agencies and municipalities. All highly liquid investments with stated maturities of three months or less from date of purchase are classified as cash equivalents; all highly liquid investments with stated maturities of greater than three months are classified as short-term investments.
Advertising Costs
Advertising costs are expensed as incurred. For the period from inception (April 7, 2004) to March 31, 2009 and 2008 in advertising costs totaled $-0- and $-0- respectively.
Net Income (Loss) Per Share
Per share data has been computed and presented pursuant to the provisions of SFAS No. 128, earnings per share. Net income (loss) per common share - basic is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.
Impacts of Recent accounting pronouncements
New accounting statements issued, and adopted by the Company, include the following:
In July 2006, the FASB issued FIN 48, entitled Accounting for Uncertainty in Income Taxes. FIN 48 interprets the guidance in SFAS No. 109, entitled Accounting for Income Taxes. Through the interpretive guidance, the FASB clarifies the accounting for uncertainty in income taxes, provides recognition and measurement guidance related to accounting for income taxes, and provides guidance related to classification and disclosure of income tax-related financial statement components. The Company does not believe that the adoption of FIN 48 has had a material impact, if any, on its consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Defining Fair Value Measurement. The purpose of SFAS No. 157 is to eliminate the diversity in practice that exists due to the different definitions of fair value and the limited guidance for applying those definitions in GAAP that are dispersed among the many accounting pronouncements that require fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not believe that adoption of SFAS No. 157 will have a material impact on its consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No. 159 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. Upon adoption of SFAS No. 159, an entity may elect the fair value option for eligible items that exist at the adoption date. Subsequent to the initial
adoption, the election of the fair value option should only be made at initial recognition of the asset or liability or upon a re-measurement event that gives rise to new-basis accounting. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value nor does it eliminate disclosure requirements included in other accounting standards. This Statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurements. The Company does not believe that the adoption of SFAS No. 159 will have a material impact on its consolidated financial statements.
In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141(R), "Business Combinations" (hereafter "SFAS No. 141(R)"). This statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. It is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not believe that adoption of SFAS No. 141(R) will have a material impact on its consolidated financial statements.
In December 2007, the FASB issued FASB Statement No. 160 "Non-controlling Interests in Consolidated Financial Statements - an amendment of ARB No. 51" ("SFAS No. 160"), which causes non-controlling interests in subsidiaries to be included in the equity section of the balance sheet. SFAS No. 160 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company does not believe that adoption of SFAS No. 160 will have a material impact on its consolidated financial statements.
In December 2007, the FASB issued FASB Statement No. 161 "Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133" ("SFAS No. 161"), changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. SFAS No. 160 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company does not believe that adoption of SFAS No. 161 will have a material impact on its consolidated financial statements.
2- Related Party Transactions
The Company occupies office space rent free on a month to month basis at 225 Franklin Avenue, Midland Park, New Jersey.
3- Sublease Agreement to mine coal
On August 7, 2008, the Company entered into a sublease Agreement to mine and remove the merchantable coal from the Hazard 10 seam on property located in or around Sizemore Branch, Leslie County, Kentucky. The date of the Agreement is for a period of five years and may be extended for an additional five years upon written request made 30 days prior to the end of the original lease agreement. This agreement may be extended for additional five year periods so long as the Company continues to mine merchantable coal.
On April 13, 2009, the Company was informed by Betty Couch, lessor in the Company’s coal lease, that she was asserting certain breaches in the lease. The Company is investigating her assertions.
4- Employment Contracts
The Company is currently negotiating with Catherine Ballonqui to establish an employment contract. No terms of these negotiations have been disclosed.
5 - Deferred Income Taxes
For period from inception, April 7, 2004, to March 31, 2009, the Company had approximately $438,455 of net operating loss carry forwards available, which expire in various years through December 31, 2022. The significant component of the Company's deferred tax asset as of December 31, 2008 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
|
|
Non-Current
|
|
|
|
|
Net operating loss carry forwards
|
$
|
384,419
|
|
|
|
Evaluation allowance for
|
|
|
|
|
deferred tax asset
|
|
(384,419)
|
|
|
|
|
|
|
|
$
|
--
|
|
|
|
SFAS No. 109 requires a valuation allowance to be recorded when it is more likely than not that some or all of the deferred tax asset will not be realized. At March 31, 2009 a valuation allowance for the full amount of the net deferred tax asset was recorded.
6 – Sale of Common Stock
On April 7, 2004, Ding Dong School, Ltd. issued an aggregate of 29,528,900 shares of common stock valued at $.001 per share to Thomas Monahan, President in consideration for cash of $1,000 and made payments of company expenses aggregating $9,000.
As of December 31, 2004, Ding Dong School, Ltd. sold an aggregate of 1,775,000 shares of common stock in consideration for $5,000 or $.003 per share through a private placement to approximately 16 individuals.
As of December 31, 2004, Ding Dong School, Ltd. issued an aggregate of 710,000 shares of common stock valued at $40,000 or $.056 per share to Mr. Roger Fidler, Esq. in consideration for legal services.
As of December 31, 2004, Ding Dong School, Ltd. issued an aggregate of 4,970,000 shares of common stock to eight individuals in consideration for educational consulting services valued at $200,300 or $.04 per share relating to the design of educational materials including developing the curriculum and content of the Company’s educational software and video products.
As of December 31, 2005, Ding Dong School, Ltd. sold an additional 1,988,000 shares of common stock through a private placement to approximately 17 individuals at $.003 per share aggregating $5,600.
As of December 31, 2005, Ding Dong School, ltd. issued an aggregate of 5,687,100 shares valued at $76,000 or $.013 per share as follows: 5,396,000 shares of common stock each to 5 individuals as payment for translation services of the Company’s software content in Russian, Chinese, Portuguese and Spanish and an aggregate of 291,100 shares to Dr. John Swint in consideration for consulting services relating to development of the Company’s curriculum for the educational courses being developed on CD and DVD formatted disks.
As of June 15, 2006, the Company issued 44,694,500 to certain Ding Dong School, Ltd. shareholders of record as of December 31, 2005 the Company’s predecessor, in exchange for 44,694,500 Ding Dong School, Ltd. shares, pursuant to the Plan of Share Reorganization, dated June 15, 2006.
As of December 31, 2007, the Company has sold an aggregate of 355,000 shares of common stock for an aggregate of $2,500 at $.007 per share through our Registered offering.
On October 23, 2008, pursuant to the terms of a Stock Purchase Agreement, Catherine Ballonqui purchased 29,358,003 shares of the issued and outstanding common stock of Terra Energy Resources, Ltd. (the “Company”) from Thomas P. Monahan and John Swint, shareholders of the Company, for $241,350 in cash placed into attorney's escrow and a contractual obligation to pay an additional $300,000 in cash not later than November 26, 2008. Failure to make the final payment will result in a reversion off control to Mr. Monahan. The total of 29,358,003 shares represents approximately 66% of the outstanding common stock of the Company. Catherine Ballonqui used personal funds to purchase the shares of the Company. In December, 2008, the agreement was modified to extend the terms of the due date for the final payment of the purchase price. As part of the acquisition, and pursuant to the Stock Purchase Agreement the following changes to the Company’s directors and officers have occurred:
|
|
|
|
|
|
|
|
As of October 23, 2008, Catherine Ballonqui was appointed to the Board of Directors of the Company and as the Chief Executive Officer, Principal Financial Officer and Secretary.
|
|
|
Thomas P. Monahan then resigned as the Chairman of the Board, Company’s President, Chief Executive Officer, Secretary, Chief Financial Officer, and Treasurer.
|
|
|
|
|
|
|
|
|
Also as of October 23, 2008, John Swint resigned as a director of the Company.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Plan of Operation
The statements contained in this prospectus are not purely historical statements, but rather include what we believe are forward-looking statements. The forward-looking statements are based on factors set forth in the following discussion and in the discussions under "Risk Factors" and "Business." Our actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.
Overview
We are a development stage corporation that acquires coal leases. Our Company, Terra Energy Resources, Ltd., formerly Terra Media, Ltd., a Delaware corporation, was formed on February 28, 2001 to engage in the sale of CD’s and later, in the development of educational software. A share exchange agreement, effective as of June 15, 2006, was executed by and between Ding Dong School and the Company, wherein the shareholders of Ding Dong School exchanged their shares with shares of the Company.
On March 1, 2004, our Certificate of Incorporation was voided by the State of Delaware for non-payment of franchise taxes in the amount of $114.40, including interest, fees and penalties, for 2002 and $164.49, including taxes, fees and penalties, for 2003, which outstanding amounts were paid on June 27, 2005. On June 27, 2005, a Certificate for Renewal and Revival of our Certificate of Incorporation (the "Certificate") was filed with the State of Delaware, which restored, renewed and revived our Certificate of Incorporation commencing on February 29, 2004. In accordance with Delaware Corporation law, upon the filing of the Certificate, our Certificate of Incorporation was renewed and revived with the same force and effect as if it had not been voided. Such reinstatement validated all contracts, acts, and matters, done and performed by our officers and agents within the scope of our Certificate of Incorporation during the time the Certificate of Incorporation was voided. We were not assessed any franchise taxes for the year 2004 because our Certificate of Incorporation was revoked and voided in 2004. On March 6, 2006, we paid our franchise taxes for 2005 in the amount of $162.03.
Events and Uncertainties Critical to Our Business
We have had limited operations and like all new businesses face certain uncertainties, including expenses, difficulties, complications and delays frequently encountered in connection with conducting operations, including capital requirements and management's potential underestimation of initial and ongoing costs. We have had little or no revenues since our inception. Also, there is no guarantee that we may be able to generate any interest in our product that will result in any sales in the future. There is no guarantee that we will be able to generate sufficient sales to make our operations profitable. We may continue to have little or no sales and
continue to sustain losses in the future. If we continue to sustain losses we will be forced to curtail our operations and go out of business. Our success depends in a large part on our ability to acquire and successfully exploit coal leases. While we are currently seeking to acquire such leases and exploit one that we have obtained there is no guarantee that these efforts will result in any substantial sales. Because of lack of funding, we are unable to currently pay market prices for coal leases and thus are compelled to look for additional financing. There can be no assurance that such financing will be obtained and the failure to obtain such financing will materially and adversely affect our business.
If we are able to obtain funding to become fully operational, there is no guarantee that we will be able to find coal leases and the personnel who will be able to work closely with us to help locate and exploit such leases and acquire others.
Critical Accounting Policies
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The critical accounting policies that affect our more significant estimates and assumptions used in the preparation of our financial statements are reviewed and any required adjustments are recorded on a monthly basis.
Revenue Recognition
Revenue is recognized when products are shipped or services are rendered.
Research and Development
Research and development costs are charged to expense as incurred.
Stock Based Compensation
As permitted under Statement of Financial Accounting Standard ("SFAS") No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" ("SFAS 148"), which amended SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), we have elected to continue to follow the intrinsic value method in accounting for its stock-based employee compensation arrangements as defined by Accounting Principles Board financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders.
Off-Balance Sheet Arrangements
We do not have any commercial commitments or off balance sheet financing. Our commitments under our operating leases are described in Note 10 to our consolidated financial statements.
Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees," and related interpretations including "Financial Accounting Standards Board Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation," an interpretation of APB No. 25. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant.
New Accounting Pronouncements
New accounting statements issued, and adopted by the Company, include the following:
In July 2006, the FASB issued FIN 48, entitled Accounting for Uncertainty in Income Taxes. FIN 48 interprets the guidance in SFAS No. 109, entitled Accounting for Income Taxes. Through the interpretive guidance, the FASB clarifies the accounting for uncertainty in income taxes, provides recognition and measurement guidance related to accounting for income taxes, and provides guidance related to classification and disclosure of income tax-related financial statement components. The Company does not believe that the adoption of FIN 48 has had a material impact, if any, on its consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Defining Fair Value Measurement. The purpose of SFAS No. 157 is to eliminate the diversity in practice that exists due to the different definitions of fair value and the limited guidance for applying those definitions in GAAP that are dispersed among the many accounting pronouncements that require fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not believe that adoption of SFAS No. 157 will have a material impact on its consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No. 159 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. Upon adoption of SFAS No. 159, an entity may elect the fair value option for eligible items that exist at the adoption date. Subsequent to the initial adoption, the election of the fair value option should only be made at initial recognition of the asset or liability or upon a re-measurement event that gives rise to new-basis accounting. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value nor does it eliminate disclosure requirements included in other accounting standards. This Statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that
begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurements. The Company does not believe that the adoption of SFAS No. 159 will have a material impact on its consolidated financial statements.
In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141(R), "Business Combinations" (hereafter "SFAS No. 141(R)"). This statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. It is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not believe that adoption of SFAS No. 141(R) will have a material impact on its consolidated financial statements.
In December 2007, the FASB issued FASB Statement No. 160 "Non-controlling Interests in Consolidated Financial Statements - an amendment of ARB No. 51" ("SFAS No. 160"), which causes non-controlling interests in subsidiaries to be included in the equity section of the balance sheet. SFAS No. 160 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company does not believe that adoption of SFAS No. 160 will have a material impact on its consolidated financial statements.
In December 2007, the FASB issued FASB Statement No. 161 "Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133" ("SFAS No. 161"), changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. SFAS No. 160 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company does not believe that adoption of SFAS No. 161 will have a material impact on its consolidated financial statements.
Seasonality of Business
We expect to be subject to some seasonal fluctuations in its operating results, with revenues in fall and winter months, from October through March, expected to be higher because of local demand for heating coal.
Plan of Operations
We had sales of $-0- during the year ended December 31, 2005 and $-0- for the year ended December 31, 2006 and $-0-for the year ended December 31, 2007 and $-0- for the year ended December 31, 2008 and $-0- for the three months ended March 31, 2009. The main reason for lack of sales was that we
were reorganizing the Company and have no permitted leases that would allow mining.
During the next year we expect to increase our coal leases and may be able to produce small revenues, although most likely mining will commence in 2010.
Management estimates that it will cost us approximately $500,000 to acquire leases and meet permitting costs during 2009. At present costs of operations has been, and if necessary will continue to be, funded by our sole officer and director until such time as we are able to complete a private placement. There are no formal or written agreements with respect to the advance of funds to us by our officer. Such funds will be disbursed on an as needed basis until the financing is raised. Catherine Ballonqui has advanced funds to us to cover the costs associated with the acquisition of our sole lease Our officers, directors and affiliates are not legally bound to provide funding to us. If Ms. Ballonqui does not pay for these expenses, we will be forced to obtain funding. We currently do not have any arrangements to obtain additional financing. In view of our limited operating history, our ability to obtain additional funds is limited. Additional financing may only be available, if at all, upon terms which may not be commercially advantageous to us
a
nd to acquire leases, pay permitting and mining costs and as a result we may be forced to go out of business.
Liquidity and Capital Resources
As of March 31, 2009, we had cash of $-0-, as compared to $36 at December 31, 2008. Our current cash balance as of as of March 31, 2009 is
$-0-. As of March 31, 2009, net cash used by operating activities aggregated $-0-. Based upon our current cash reserves and forecasted operations, we believe that we will need to obtain at least $250,000 in outside funding to implement our plan of operation over the next twelve months. Based on our current cash balance, and the desire of Catherine Ballonqui to continue funding our operations at a minimal level, management believes that we can satisfy our cash requirements for the next five months. However, there are no formal or written agreements with respect to the advance of funds to the Company by our officers, directors and affiliates for payment of said costs. Accordingly, our officers, directors and other affiliates are not legally bound to provide funding to us. Because of our limited operations, if our sole officer and director does not pay for our expenses, we will be forced to obtain funding. We currently do not have any arrangements to obtain additional financing from other sources. In view of our limited operating history, our ability to obtain additional funds is limited. Additional financing may only be available, if at all, upon terms which may not be commercially advantageous to us.
The working capital deficiency at March 31, 2009 was a deficit $65,000 as compared to negative working capital of $128,236 at December 31, 2008. These factors create substantial doubt about our ability to continue as a going concern. The recovery of assets and the continuation of future operations are dependent upon our ability to obtain additional debt or equity financing and our ability to generate revenues sufficient to continue pursuing our business purpose.
As of December 31, 2004, the Company has been funded through the resources of management through the contributions of cash from the Company’s President, aggregating $1,118, the payment of expenses by Thomas P. Monahan aggregating $9,000, and through the sale of 25,000 shares of common stock for a cash consideration of $5,000. As of December 31, 2005, the Company has sold an additional 28,000 shares of common stock at $.20 per share and aggregating $5,600 in cash. In addition, Mr. Monahan has contributed and additional $1,500 in cash to the Company’s operations and has advanced the Company an aggregate of $1,165 as of December 31, 2006. As of December 31, 2007, we were funded through the sale of an additional 5,000 shares of common stock aggregating $2,500 and officer loans aggregating $30,246. As of December 31, 2008, we had a working capital deficit of $128,236. We do not expect positive cash flow from operations in the near term. Our operations presently are generating negative cash flow, and we do not expect positive cash flow from operations in the near term. We believe that the proceeds of officer loans will sustain our operations, allow us to raise funding to secure coal leases and exploit them.
In January, 2009, the Company decided to pursue the purchase and development of coal leases and entered into an agreement to returned to Mr. Thomas Monahan the Company's subsidiary Ding Dong School, Ltd which included certain assets including computers, various software titles, Trade Marks and production software with a book value of $37,688 in consideration for forgiveness of officer loans aggregating $28,437, assumption of accrued liabilities aggregating $35,085.
Due to the operating losses that we have suffered from the date of our organization, in their report on the annual consolidated financial statements for fiscal year ended December 31, 2008, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our consolidated financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results, except for the notification we received asserting breach of the sole coal sublease owned by us. We intend to assert our continuing right to mine coal pursuant to said sublease. If we were to loose this sublease our business would be adversely affected.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND PURCHASES OF EQUITY SECURITIES
The only sales of unregistered securities of the Registrant during the past three fiscal years were:
Common Stock
As of December 31, 2005, the Company sold an additional 28,000 shares of common stock through a private placement to approximately 17 individuals at $.20 per share aggregating $5,600.
As of December 31, 2005, the Company issued an aggregate of 380,000 shares valued at $76,000 or $.20 per share as follows: 280,000 shares of common stock each to 5 individuals as payment for translation services of the Company’s software content in Russian, Chinese, Portuguese and Spanish and an aggregate of 100,000 shares to Dr. John Swint in consideration for consulting services relating to development of the Company’s curriculum for the educational courses being developed on CD and DVD formatted disks.
As of June 15, 2006, the Company issued 11,634,500 to certain Ding Dong School, Ltd. shareholders of record as of December 31, 2005 the Company’s predecessor, in exchange for 11,634,500 Ding Dong School, Ltd. shares, pursuant to the Plan of Share Exchange and Reorganization, dated June 15, 2006.
As of December 31, 2007, the Company has sold an aggregate of 355,000 shares of common stock for an aggregate of $2,500 at $.007 per share through our Registered offering.
On October 23, 2008, pursuant to the terms of a Stock Purchase Agreement, Catherine Ballonqui purchased 29,358,003 shares of the issued and outstanding common stock of Terra Energy Resources, Ltd. (the “Company”) from Thomas P. Monahan and John Swint, shareholders of the Company, for $241,350 in cash placed into attorney's escrow and a contractual obligation to pay an additional $300,000 in cash not later than November 26, 2008. Failure to make the final payment will result in a reversion off control to Mr. Monahan. The total of 29,358,003 shares represents 66% of the outstanding common stock of the Company. Catherine Ballonqui used personal funds to purchase the shares of the Company.
ITEM 3. DEFAULTS ON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Registrant submitted no matters to a vote of its security holders during its fiscal year ended December 31, 2008.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company has not filed any 8-K reports
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Exhibit No.
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Description
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3.1
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Certifications.
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3.2
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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*
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4.1 Form of certificate evidencing shares of common stock.
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* Previously filed by reference from Form SB-2 filed with the Commission on November 13, 2006.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this quarterly report upon Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized on this 20th day of May, 2009.
TERRA MEDIA, LTD.
BY:
/s/ Catherine Ballonqui
Catherine Ballonqui, President, Secretary, Treasurer,
Director, and Chief Financial Officer
and Controller (Principal Accounting Officer)
