x
|
ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the fiscal year ended October 31,
2010
|
o
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
|
For
the transition period from _______________________ to
___________________
|
Delaware
|
11-3820796
|
|
(State
of incorporation)
|
(I.R.S.
Employer Identification No.)
|
|
3433
West Broadway St, NE, Suite 501
|
||
Minneapolis,
MN
|
55413
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. |
o Yes x
No
|
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. |
o Yes x
No
|
Page
|
|||
PART
I
|
|||
Item
1.
|
Business
|
1 | |
Item
1A.
|
Risk
Factors
|
7 | |
Item
2.
|
Properties
|
12 | |
Item
3.
|
Legal
Proceedings
|
12 | |
PART
II
|
|||
Item
5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
13 | |
Item
6.
|
Selected
Financial Data
|
16 | |
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
17 | |
Item
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
||
Item
8.
|
Financial
Statements and Supplementary Data
|
24 | |
Item
9.
|
Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
|
25 | |
Item
9A.
|
Controls
and Procedures
|
25 | |
Item
9B.
|
Other
Information
|
26 | |
PART
III
|
|||
Item
10.
|
Directors,
Executive Officers and Corporate Governance
|
27 | |
Item
11.
|
Executive
Compensation
|
28 | |
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
30 | |
Item
13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
31 | |
Item
14.
|
Principal
Accountant Fees and Services
|
31 | |
PART
IV
|
|||
Item
15.
|
Exhibits
and Financial Statement Schedules
|
32 | |
Signatures
|
33 |
|
·
|
closed
235 purchases of properties, and
|
|
·
|
collectively
received $819,000 in cash rebates for their purchases (an average of
$3,489 per transaction)
|
|
·
|
Focus on finding buyers and
sellers for Webdigs.com. We have narrowed our marketing focus to
lead generation. We are engaged in marketing to find consumers who
could potentially benefit from the services we offer. Our own
research indicates to us that our consumers have found the Webdigs.com
product offering to their liking. As indicated previously, we
generate a large proportion of our revenue from referrals of previously
satisfied customers. Therefore, we are marketing specifically
to individuals who are or will be in the market to buy or sell their homes
in the very near future using internet advertising, targeted e-email and
direct mail.
|
|
·
|
Develop a larger agent
base. To grow, we will need more agents. We
believe that the positive consumer experience that Webdigs’ past customers
report will assist in bringing additional real estate agents into our
Company. Furthermore, we further enhanced our
compensation plan in the fourth quarter of the year ended October 31,
2010. We believe that our compensation plan, along with a
newly launched third party supported website, and a renewed focus on low
cost methods of marketing directly to home buyers and sellers has
increased our overall attractiveness to experienced agents
substantially. We are confident that we will be able to compete
successfully with larger brokerages in the recruitment of top performing
agents.
|
|
·
|
Attain
profitability in our current markets. There are a number of
Internet-based real estate brokerages presently attempting to capitalize
on perceived market, demographic, trade/industry and economic changes. To
our knowledge, none of these businesses have reached the sustained
profitability needed to validate the discounted Internet-based real estate
brokerage and real estate services models. Therefore, we believe
that an initial critical strategic goal is for Webdigs, Iggyshouse.com and
The MLSDiect.com to attain overall profitability across our current
markets in Minnesota, Wisconsin, and Florida. We believe that
profitability—especially sustained profitability—will buoy consumer
confidence in our services and lead to further
successes.
|
|
·
|
domain name rights to
www.Webdigs.com
|
|
·
|
domain
name rights to www.IggysHouse.com
|
|
·
|
domain
name rights to www.buysiderealty.com
|
|
·
|
domain
name rights to www.MLSDirect.com
|
|
·
|
trademark and trade name for
“Webdigs”;
|
|
·
|
trademark
and trade name for
“IggysHouse.com”;
|
|
·
|
trademark
and trade name for
“buysiderealty.com”;
|
|
·
|
trademark
and trade name for
“theMLSdirect.com”;
|
|
·
|
trademark for: “The New Way to do
Real Estate”
|
Year Ended
|
||||||||||||||||
October 31, 2010
|
October 31, 2009
|
|||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
First
quarter
|
$ | 0.21 | $ | 0.07 | $ | 0.55 | $ | 0.10 | ||||||||
Second
quarter
|
$ | 0.21 | $ | 0.04 | $ | 0.55 | $ | 0.10 | ||||||||
Third
quarter
|
$ | 0.04 | $ | 0.01 | $ | 0.75 | $ | 0.10 | ||||||||
Fourth
quarter
|
$ | 0.07 | $ | 0.01 | $ | 0.16 | $ | 0.09 |
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of Securities
Remaining Available for
Issuance Under Equity
Compensation Plans
(excluding securities reflected
in column a)
|
||||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity
compensation plans approved by shareholders
|
- | N/A | - | |||||||||
Restricted
Stock Plan and Stock Option equity compensation plans not
approved by shareholders (1) (2)
|
800,000 | $ | 0.25 |
None
|
(1)
|
In
May 2008, the Board of Directors approved the issuance of incentive stock
options totaling 600,000 shares to three of its non-employee directors,
expiring in May 2013. An additional 200,000 options were granted to a new
director on October 31, 2009, expiring in October
2011.
|
(2)
|
See
Note 11 of the financial statements for more information on restricted
stock grants.
|
|
·
|
In
September 2009, Webdigs’ CEO converted $100,000 in principal of a
convertible note he had with the Company to 909,091 shares ($0.11 per
share).
|
|
·
|
In
June 2009, in connection with the Iggys House asset purchase, the
Company sold 375,000 shares of stock to 11 accredited investors for
$150,000 ($0.40 per share). In addition, 2.2 million shares of
Webdigs stock received by Iggys House in the acquisition were transferred
by Iggys House to these same investors, thereby effectively reducing their
net purchase price per share to $.125. Included in the 375,000
shares are purchases from the Company’s Chairman and CEO of 43,750 shares
and an outside director of an additional 43,750
shares.
|
|
·
|
During
May-July 2009, four accredited investors purchased an aggregate of
1,850,000 shares of stock for $185,000 ($0.10 per
share).
|
|
·
|
In
January 2009, one accredited investor acquired 2,000 shares for $500
($0.25 per share).
|
|
·
|
In
October 2009, we issued 44,444 shares to a vendor for services.
The 44,444 shares satisfied a $4,889 payable ($0.11 per share) to
the vendor.
|
|
·
|
In
January 2009, we issued 200,000 shares (100,000 each) to two separate
vendors for consulting services. The 200,000 shares were valued at
$0.40 per share ($80,000 total) based upon the trading price of the
Company’s shares at the time of
issuance.
|
|
·
|
In
November 2008, we issued 28,800 shares to a vendor for services.
The 28,800 shares satisfied a $7,000 contracted fee we owed the
vendor ($0.24 per share).
|
|
·
|
In
June 2009, the Company issued 7,102,500 shares to Iggys House Inc. for the
acquisition of all of its assets for a value of $1,775,625 ($0.25 per
share). The Company also issued 160,000 shares to a registered placement
agent for services provided in connection with the Iggys House asset
acquisition for a value of $40,000 ($0.25 per
share).
|
|
·
|
In
December 2008, we issued 200,000 shares to Lantern Advisors, LLC as part
of the promissory note agreement we signed with them. The
200,000 shares were assigned a value of $20,000 ($0.10 per
share).
|
|
·
|
In
May 2009, the Company issued 100,000 shares to an accredited investor at a
value of $47,000 ($0.47 per share). These shares were issued in
connection with the acquisition of
theMLSDirect.com.
|
|
·
|
In
May 2009, the Company’s CEO converted $50,000 of his accrued but unpaid
compensation owed to him by the Company into shares at a per-share price
of $0.35, receiving 142,857 shares. The Company’s CFO also converted
$5,000 of his accrued but unpaid compensation into shares at the same
price, receiving 14,286 shares.
|
|
·
|
In
June 2009, the Company issued 50,000 shares to an employee of the Company
at a value of $12,500 or $0.25 per
share.
|
|
·
|
In
September 2009, the Company’s CEO was granted 150,000 shares at a per
share price of $0.11 in consideration (treated as compensation) for the
personal guarantee he provided for Webdigs for the $250,000
convertible/promissory note agreement the Company entered into on December
12, 2008.
|
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
Change
|
||||||||||||
2010
|
2009
|
2010 vs. 2009
|
||||||||||
Net
revenues
|
$ | 468,152 | $ | 503,777 | -7 | % | ||||||
Selling
general and administrative expenses
|
888,102 | 1,298,223 | -32 | % | ||||||||
Amortization
|
755,012 | 193,010 | 291 | % | ||||||||
Impairment
charge against intangible assets
|
1,262,705 | - | - | |||||||||
Operating
loss
|
(2,437,667 | ) | (987,456 | ) | 147 | % | ||||||
Equity
in income (loss) from MHMW
|
- | 13,279 | -100 | % | ||||||||
Interest
expense
|
(643,004 | ) | (332,139 | ) | 94 | % | ||||||
Depreciation
|
20,986 | 17,172 | 22 | % | ||||||||
Loss
on change in fair value of derivatives and warrants
|
- | (63,708 | ) | -100 | % | |||||||
Income
from discontinued operations
|
- | 284,409 | -100 | % | ||||||||
Total
assets
|
137,074 | 2,200,524 | -94 | % | ||||||||
Capital
expenditures
|
21,760 | 187,085 | -88 | % |
Office
equipment
|
2
to 5 years
|
Furniture
and fixtures
|
3
to 7 years
|
PAGE
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
Consolidated
Financial Statements:
|
|
Consolidated
Balance Sheets
|
F-2
|
Consolidated
Statements of Operations
|
F-4
|
Consolidated
Statements of Stockholders’ Equity (Deficit)
|
F-5
|
Consolidated
Statements of Cash Flows
|
F-6
|
Notes
to Consolidated Financial Statements
|
F-8
|
October 31,
|
||||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 5,236 | $ | 36,023 | ||||
Commissions
and fees receivable
|
4,669 | 9,449 | ||||||
Prepaid
expenses and deposits
|
4,608 | 10,847 | ||||||
Other
current assets
|
5,583 | 10,284 | ||||||
Total
current assets
|
20,096 | 66,603 | ||||||
Office
equipment and fixtures, net
|
9,692 | 30,678 | ||||||
Intangible
assets, net
|
107,286 | 2,103,243 | ||||||
Total
assets
|
$ | 137,074 | $ | 2,200,524 |
October 31,
|
||||||||
2010
|
2009
|
|||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
||||||||
Current
liabilities:
|
||||||||
Current
portion of capital lease obligations
|
$ | 4,603 | $ | 4,197 | ||||
Accounts
payable
|
115,355 | 259,064 | ||||||
Accounts
payable - minority stockholder
|
583,708 | 562,858 | ||||||
Due
to officers
|
8,345 | 25,331 | ||||||
Convertible
notes payable to officer/stockholder
|
528,500 | 173,000 | ||||||
Accrued
expenses:
|
||||||||
Professional
fees
|
23,500 | 39,000 | ||||||
Payroll
and commissions
|
263,201 | 86,482 | ||||||
Other
liabilities
|
68,405 | 20,174 | ||||||
Total
current liabilities
|
1,595,617 | 1,170,106 | ||||||
Long
term liabilities:
|
||||||||
Capital
lease obligation, less current portion
|
1,631 | 6,233 | ||||||
Total
liabilities
|
1,597,248 | 1,176,339 | ||||||
Stockholders'
equity (deficit):
|
||||||||
Common
stock - $.001 par value; 125,000,000 shares authorized as
common
|
||||||||
stock
and an additional 125,000,000 shares designated as common
or
|
||||||||
preferred
stock; 33,396,719 common shares issued and
|
||||||||
outstanding
at October 31, 2010 and 2009
|
33,397 | 33,397 | ||||||
Treasury
stock - $.001 par value: 963,628 and 1,063,628 shares held
in
|
||||||||
treasury
as of October 31, 2010 and 2009, respectively
|
(240,907 | ) | (265,907 | ) | ||||
Additional
paid-in capital
|
5,626,770 | 5,034,458 | ||||||
Accumulated
deficit
|
(6,879,434 | ) | (3,777,763 | ) | ||||
Total
stockholders' equity (deficit)
|
(1,460,174 | ) | 1,024,185 | |||||
Total
liabilities and stockholders' equity (deficit)
|
$ | 137,074 | $ | 2,200,524 |
Years
Ended
|
||||||||
October
31,
|
||||||||
2010
|
2009
|
|||||||
Revenue:
|
||||||||
Gross
revenues
|
$ | 728,813 | $ | 863,505 | ||||
Less:
customer rebates and third-party agent commissions
|
(260,661 | ) | (359,728 | ) | ||||
Net
revenues
|
468,152 | 503,777 | ||||||
Operating
expenses:
|
||||||||
Selling
|
429,984 | 666,025 | ||||||
General
and administrative
|
458,118 | 632,198 | ||||||
Amortization
of intangible assets
|
755,012 | 193,010 | ||||||
Impairment
charge against intangible assets
|
1,262,705 | - | ||||||
Total
operating expenses
|
2,905,819 | 1,491,233 | ||||||
Operating
loss from continuing operations
|
(2,437,667 | ) | (987,456 | ) | ||||
Other
income (expense):
|
||||||||
Equity
in income from Marketplace Home Mortgage - Webdigs, LLC
|
- | 13,279 | ||||||
Interest
expense
|
(643,004 | ) | (332,139 | ) | ||||
Loss
on change in fair value of derivatives and warrants
|
- | (63,708 | ) | |||||
Other
income
|
- | 800 | ||||||
Total
other expense
|
(643,004 | ) | (381,768 | ) | ||||
Loss
from continuing operations before income taxes
|
(3,080,671 | ) | (1,369,224 | ) | ||||
Income
tax provision
|
- | - | ||||||
Net
loss from continuing operations
|
(3,080,671 | ) | (1,369,224 | ) | ||||
Income
from discontinued operations of Marquest Financial, Inc.
|
||||||||
net
of applicable taxes of zero
|
- | 284,409 | ||||||
Net
loss
|
$ | (3,080,671 | ) | $ | (1,084,815 | ) | ||
Net
loss per common share - basic and diluted:
|
||||||||
Loss
from continuing operations
|
(0.09 | ) | (0.05 | ) | ||||
Income
from discontinued operations
|
- | 0.01 | ||||||
Net
loss
|
$ | (0.09 | ) | $ | (0.04 | ) | ||
Weighted
average common shares outstanding - basic and
diluted
|
33,396,719 | 26,584,547 |
Total
|
||||||||||||||||||||||||
Common Stock
|
Additional
|
Stockholders'
|
||||||||||||||||||||||
Shares
|
Amount
|
Treasury
Stock
|
Paid-in
Capital
|
Accumulated
Deficit
|
Equity
(Deficit)
|
|||||||||||||||||||
Balances,
October 31, 2008
|
22,308,711 | $ | 22,309 | - | $ | 2,002,226 | $ | (2,692,948 | ) | $ | (668,413 | ) | ||||||||||||
Directors
stock option compensation
|
- | - | - | 25,738 | - | 25,738 | ||||||||||||||||||
Common
stock issued for services
|
273,244 | 273 | - | 91,616 | - | 91,889 | ||||||||||||||||||
Restricted
shares issued as part of convertible promissory note with Lantern
Advisors, LLC
|
200,000 | 200 | - | 19,800 | - | 20,000 | ||||||||||||||||||
Warrants
issued as part of the amendment and extension of the convertible
promissory note with Lantern Advisors
|
- | - | - | 138,010 | - | 138,010 | ||||||||||||||||||
Conversion
of derivative and warrant liability to additional paid in capital
due to the amendment of the convertible promissory note with Lantern
Advisors
|
- | - | - | 191,291 | - | 191,291 | ||||||||||||||||||
Shares
transferred from minority shareholder to consultant for
services
|
- | - | - | 40,000 | - | 40,000 | ||||||||||||||||||
Shares
issued in private placement offerings
|
2,227,000 | 2,227 | - | 333,273 | - | 335,500 | ||||||||||||||||||
Partial
conversion of note payable to officer/stockholder
|
909,091 | 909 | - | 99,091 | - | 100,000 | ||||||||||||||||||
Webdigs'
common stock (1,063,628 shares) received in connection with the
Marquest Financial, Inc. disposition
|
- | - | (265,907 | ) | - | - | (265,907 | ) | ||||||||||||||||
Shares
issued to acquire Iggys House assets, (including 160,000 shares
issued to Northland Securities for services in connection with the
acquisition)
|
7,262,500 | 7,263 | - | 1,808,362 | - | 1,815,625 | ||||||||||||||||||
Shares
issued to acquire theMLSDirect.com
|
100,000 | 100 | - | 46,900 | - | 47,000 | ||||||||||||||||||
Shares
issued to officers (CEO and CFO) for accrued salary
|
157,143 | 157 | - | 54,843 | - | 55,000 | ||||||||||||||||||
Restricted
shares issued to employee in lieu of cash compensation
|
50,000 | 50 | - | 12,450 | - | 12,500 | ||||||||||||||||||
Restricted
shares issued to CEO as compensation for his personal guarantee of
convertible promissory note
|
150,000 | 150 | - | 16,350 | - | 16,500 | ||||||||||||||||||
Compensation
related to vesting of restricted common stock awards, net of
forfeitures
|
(240,970 | ) | (241 | ) | - | 154,508 | - | 154,267 | ||||||||||||||||
Net
loss
|
- | - | - | (1,084,815 | ) | (1,084,815 | ) | |||||||||||||||||
Balances,
October 31, 2009
|
33,396,719 | 33,397 | (265,907 | ) | 5,034,458 | (3,777,763 | ) | 1,024,185 | ||||||||||||||||
Directors
stock option compensation
|
- | - | - | 8,763 | - | 8,763 | ||||||||||||||||||
Compensation
related to vesting of restricted common stock awards, net of
forfeitures
|
- | - | - | 3,125 | - | 3,125 | ||||||||||||||||||
Treasury
shares issued to employee as compensation
|
- | - | 25,000 | (21,000 | ) | 4,000 | ||||||||||||||||||
Beneficial
conversion charge related to a modification of the convertible
notes payable to officer/stockholder
|
- | - | - | 580,424 | - | 580,424 | ||||||||||||||||||
Net
loss
|
- | - | - | - | (3,080,671 | ) | (3,080,671 | ) | ||||||||||||||||
Balances,
October 31, 2010
|
33,396,719 | $ | 33,397 | $ | (240,907 | ) | $ | 5,626,770 | $ | (6,879,434 | ) | $ | (1,460,174 | ) |
Years
Ended
|
||||||||
October
31,
|
||||||||
2010
|
2009
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
loss
|
$ | (3,080,671 | ) | $ | (1,084,815 | ) | ||
Adjustments
to reconcile net loss to net cash flows used in operating
activities:
|
||||||||
Depreciation
|
20,986 | 17,172 | ||||||
Stock
warrant expense to debt holders for agreement modification
|
- | 138,010 | ||||||
Amortization
of intangible assets
|
755,012 | 219,544 | ||||||
Amortization
of convertible note payable discounts
|
- | 147,583 | ||||||
Amortization
of debt issuance costs
|
- | 4,000 | ||||||
Impairment
charge against intangible assets
|
1,262,705 | - | ||||||
Beneficial
conversion charge due to debt modification
|
580,424 | - | ||||||
Loss
on change in fair value of derivatives and warrants
|
- | 63,708 | ||||||
Equity
in the income of Marketplace Home Mortgage - Webdigs, LLC
|
- | (13,279 | ) | |||||
Share-based
compensation
|
15,888 | 209,005 | ||||||
Gain
on sale of subsidiary
|
- | (297,412 | ) | |||||
Common
stock issued for services
|
- | 11,889 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Commissions
and fees receivable
|
4,780 | 3,018 | ||||||
Prepaid
expenses and deposits
|
6,239 | 123,164 | ||||||
Other
current assets
|
4,701 | (4,159 | ) | |||||
Accounts
payable
|
(143,709 | ) | (71,780 | ) | ||||
Accounts
payable - minority stockholder
|
20,850 | 12,652 | ||||||
Accrued
expenses
|
161,219 | 84,938 | ||||||
Other
liabilities
|
48,231 | 5,004 | ||||||
Net
cash flows used in operating activities
|
(343,345 | ) | (431,758 | ) | ||||
Cash
flows from investing activities:
|
||||||||
Purchase
of equipment and intangible assets
|
(21,760 | ) | (182,085 | ) | ||||
Cash
paid for business acquisition
|
- | (5,000 | ) | |||||
Cash
received upon dissolving the Marketplace Home Mortgage - Webdigs, LLC
joint venture
|
- | 5,064 | ||||||
Net
cash flows used in investing activities
|
(21,760 | ) | (182,021 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from issuance of common stock
|
- | 335,500 | ||||||
Proceeds
from issuance of convertible debentures, net of debt
issuance
|
||||||||
costs
of $4,000 and unrelated accrued legal fees of $20,000
|
- | 226,000 | ||||||
Principal
payments on convertible/promissory note
|
- | (250,000 | ) | |||||
Proceeds
from issuance of convertible notes payable to
officer/stockholder
|
355,500 | 273,000 | ||||||
Increase
(decrease) in due to officers
|
(16,986 | ) | 31,329 | |||||
Principal
payments on capital lease obligations
|
(4,196 | ) | (3,829 | ) | ||||
Net
cash flows provided by financing activities
|
334,318 | 612,000 | ||||||
Net
change in cash and cash equivalents
|
(30,787 | ) | (1,779 | ) | ||||
Cash
and cash equivalents, beginning of period
|
36,023 | 37,802 | ||||||
Cash
and cash equivalents, end of period
|
$ | 5,236 | $ | 36,023 |
Years
Ended
|
||||||||
October 31, | ||||||||
2010
|
2009
|
|||||||
Supplemental
Cash Flow information
|
||||||||
Cash
paid for interest
|
$ | - | $ | 22,152 | ||||
Supplemental
disclosure of non-cash investing and financing
activities
|
||||||||
Issuance
of common stock to convertible debt holder as a discount on the
debt
|
$ | - | $ | 20,000 | ||||
Conversion
of note payable officer/stockholder
|
$ | - | $ | 100,000 | ||||
Discount
on convertible debt due to detachable warrant and embedded
conversion option
|
$ | - | $ | 127,583 | ||||
Accrued
legal fees paid from convertible debenture proceeds
|
$ | - | $ | 20,000 | ||||
Related
party contribution of Webdigs common stock to consultant for prepaid
consulting fees
|
$ | - | $ | 40,000 | ||||
Common
stock issued for prepaid consulting fees
|
$ | - | $ | 80,000 | ||||
Webdigs
common stock received in connection with the divestiture of
Marquest Financial, Inc.
|
$ | - | $ | 265,907 | ||||
Cost
method deficiency of treasury shares issued as compensation to an
employee
|
$ | 21,000 | ||||||
Issuance
of common stock to acquire Iggy's assets ($17,648 for computer
hardware and $1,797,977 for intangible
assets)
|
$ | - | $ | 1,815,625 | ||||
Issuance
of common stock to acquire theMLSDirect.com
|
$ | - | $ | 47,000 | ||||
Convert
accrued officer salary to common stock
|
$ | - | $ | 55,000 | ||||
Conversion
of derivative and warrant liability to additonal paid in
capital due to amendment of convertible promissory note with
Lanter Advisors
|
$ | - | $ | 191,291 |
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
1
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
Office
equipment
|
2
to 5 years
|
|
Furniture
and fixtures
|
3
to 7 years
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
2
|
GOING
CONCERN
|
3
|
FIXED
ASSETS AND INTANGIBLE ASSETS
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
Asset Allocation
|
Fair Value
|
|||
Fixed
Assets:
|
||||
Computer
hardware
|
$ | 17,648 | ||
Intangible
Assets:
|
||||
Website
software
|
1,336,041 | |||
Customer
lists
|
355,922 | |||
Non-compete
agreements
|
266,019 | |||
Subtotal
intangible assets
|
1,957,982 | |||
Total
asset purchase allocation
|
$ | 1,975,630 |
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
October 31, 2010
|
October 31, 2009
|
|||||||||||||||||||||||
Gross
|
Net
|
Gross
|
Net
|
|||||||||||||||||||||
Carrying
|
Accumulated
|
Carrying
|
Carrying
|
Accumulated
|
Carrying
|
|||||||||||||||||||
Amount
|
Depreciation
|
Amount
|
Amount
|
Depreciation
|
Amount
|
|||||||||||||||||||
Fixed
Assets
|
||||||||||||||||||||||||
Furniture
and fixtures
|
$ | 9,981 | $ | (7,187 | ) | $ | 2,794 | $ | 9,981 | $ | (4,791 | ) | $ | 5,190 | ||||||||||
Computer
hardware
|
50,972 | (44,074 | ) | 6,898 | 50,972 | (25,484 | ) | 25,488 | ||||||||||||||||
Total
Fixed Assets
|
$ | 60,953 | $ | (51,261 | ) | $ | 9,692 | $ | 60,953 | $ | (30,275 | ) | $ | 30,678 |
October 31, 2010
|
October 31, 2009
|
|||||||||||||||||||||||
Gross
|
Net
|
Gross
|
Net
|
|||||||||||||||||||||
Carrying
|
Accumulated
|
Carrying
|
Carrying
|
Accumulated
|
Carrying
|
|||||||||||||||||||
Amount
|
Amortization
|
Amount
|
Amount
|
Amortization
|
Amount
|
|||||||||||||||||||
Identifiable
assets with determinable lives:
|
||||||||||||||||||||||||
Website
software
|
$ | 100,000 | $ | - | $ | 100,000 | $ | 1,771,637 | $ | (287,164 | ) | $ | 1,484,473 | |||||||||||
Customer
lists
|
- | - | - | 355,922 | - | 355,922 | ||||||||||||||||||
Non-compete
agreements
|
- | - | - | 266,019 | (44,336 | ) | 221,683 | |||||||||||||||||
Contractual
relationships
|
- | - | - | 27,000 | (5,625 | ) | 21,375 | |||||||||||||||||
Website
domain names
|
25,000 | (17,714 | ) | 7,286 | 25,000 | (5,210 | ) | 19,790 | ||||||||||||||||
Total
Intangible Assets
|
$ | 125,000 | $ | (17,714 | ) | $ | 107,286 | $ | 2,445,578 | $ | (342,335 | ) | $ | 2,103,243 |
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
4
|
ACQUISITION
|
Allocation of Consideration
|
Value
|
|||
Network
of affiliate real estate brokers in 17 states
|
$ | 27,000 | ||
Website
domain names
|
25,000 | |||
Total
consideration paid
|
$ | 52,000 |
5
|
DISCONTINUED
OPERATIONS
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
2010
|
2009
|
|||||||
Net
revenue
|
$ | - | $ | - | ||||
Operating
expense
|
- | (13,003 | ) | |||||
Operating
loss
|
- | (13,003 | ) | |||||
Income
taxes
|
- | - | ||||||
Net
operating loss
|
- | (13,003 | ) | |||||
Gain
on divestiture
|
- | 297,412 | ||||||
Total
income related to Marquest
|
$ | - | $ | 284,409 |
6
|
INVESTMENT
IN MARKETPLACE HOME MORTGAGE – WEBDIGS,
LLC
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
2010
|
2009
|
|||||||
Revenue
|
$ | - | $ | 246,413 | ||||
Operating
expenses
|
- | (212,491 | ) | |||||
Operating
income
|
- | 33,922 | ||||||
Other
expense
|
- | - | ||||||
Net
income
|
$ | - | $ | 33,922 | ||||
The
Company's share in the income of Marketplace Home
|
||||||||
Mortgage
- Webdigs, LLC (49%)
|
$ | - | $ | 16,622 | ||||
Amortization
of deferred gain on transfer of non-cash assets
|
- | 2,280 | ||||||
Loss
on dissolution of equity in Marketplace Home
|
||||||||
Mortgage
- Webdigs, LLC (49%)
|
- | (5,623 | ) | |||||
Net
equity in the income of Marketplace Home Mortgage -
|
||||||||
Webdigs,
LLC
|
$ | - | $ | 13,279 |
7
|
CAPITAL
LEASE OBLIGATION
|
Years ending October 31,
|
||||
2011
|
$ | 4,987 | ||
2012
|
1,663 | |||
Total
|
6,650 | |||
Less: amount
representing interest
|
(416 | ) | ||
Net
capital lease obligation
|
6,234 | |||
Less: current
portion
|
(4,603 | ) | ||
Long-term
obligations under capital lease
|
$ | 1,631 |
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
8
|
INCOME
TAXES
|
2010
|
2009
|
|||||||
Current
|
$ | - | $ | - | ||||
Deferred
|
(1,000,000 | ) | (266,000 | ) | ||||
Subtotal
|
(1,000,000 | ) | (266,000 | ) | ||||
Valuation
allowance
|
1,000,000 | 266,000 | ||||||
Provision
for income taxes
|
$ | - | $ | - |
2010
|
2009
|
|||||||
Federal
income tax benefit at statutory rate (34%)
|
(1,047,000 | ) | $ | (369,000 | ) | |||
State
tax benefit, net of federal
|
(185,000 | ) | (65,000 | ) | ||||
Nondeductiible
expenses
|
232,000 | 168,000 | ||||||
Current
valuation allowance
|
1,000,000 | 266,000 | ||||||
$ | - | $ | - |
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
2010
|
2009
|
|||||||
Deferred
tax assets (liabilities)
|
||||||||
Net
operating loss carryforwards
|
$ | 1,226,000 | 972,000 | |||||
Accrued
expenses
|
114,000 | 35,000 | ||||||
Share-based
compensation
|
32,000 | 33,000 | ||||||
Depreciation
|
4,000 | 2,000 | ||||||
Amortization
|
685,000 | 19,000 | ||||||
Net
deferred tax assets
|
2,061,000 | 1,061,000 | ||||||
Valuation
allowance
|
(2,061,000 | ) | (1,061,000 | ) | ||||
Net
deferred tax assets
|
$ | - | $ | - |
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
9
|
SHARE-BASED
COMPENSATION
|
|
Stock
Options
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
2010
|
2009
|
|||||||
Expected
term
|
- |
2.8 - 3.6 years
|
||||||
Expected
volatility
|
- | 74.0 | % | |||||
Risk-free
interest rate
|
- | 2.4 - 3.1 | % | |||||
Dividend
yield
|
- | - | ||||||
Weighted-average
fair value of options granted
|
- | $ | 0.05 |
Weighted
|
||||||||||||||||
Weighted
|
average
|
|||||||||||||||
average
|
Aggregate
|
remaining
|
||||||||||||||
Number of
|
exercise
|
intrinsic
|
contractual term
|
|||||||||||||
options
|
price
|
value
|
(years)
|
|||||||||||||
Outstanding
at October 31, 2008
|
600,000 | $ | 0.25 | |||||||||||||
Granted
|
400,000 | 0.25 | ||||||||||||||
Exercised
|
- | - | ||||||||||||||
Forfeited
or expired
|
- | - | ||||||||||||||
Outstanding
at October 31, 2009
|
1,000,000 | 0.25 | 4.1 | |||||||||||||
Granted
|
- | - | ||||||||||||||
Exercised
|
- | - | ||||||||||||||
Forfeited
or expired
|
(200,000 | ) | - | |||||||||||||
Outstanding
at October 31, 2010
|
800,000 | $ | 0.25 | $ | - | 2.87 | ||||||||||
Exercisable
at October 31, 2010
|
750,000 | $ | 0.25 | $ | - | 2.80 |
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
Restricted
|
Unearned
|
|||||||
Shares
|
Compensation
|
|||||||
Outstanding,
October 31, 2008
|
1,940,813 | $ | 198,490 | |||||
Granted
|
50,000 | 12,500 | ||||||
Vested
|
(1,737,343 | ) | (166,767 | ) | ||||
Forfeited/canceled
|
(240,970 | ) | (41,098 | ) | ||||
Outstanding,
October 31, 2009
|
12,500 | 3,125 | ||||||
Granted
|
- | - | ||||||
Vested
|
(12,500 | ) | (3,125 | ) | ||||
Forfeited/canceled
|
- | - | ||||||
Outstanding,
October 31, 2010
|
- | $ | - |
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
Weighted
|
||||||||||||||||
Weighted
|
average
|
|||||||||||||||
average
|
Aggregate
|
remaining
|
||||||||||||||
Number of
|
exercise
|
intrinsic
|
contractual
|
|||||||||||||
warrants
|
price
|
value
|
term (years)
|
|||||||||||||
Outstanding
at October 31, 2009
|
500,000 | $ | 0.13 | $ | - | |||||||||||
Granted
|
- | - | - | |||||||||||||
Exercised
|
- | - | - | |||||||||||||
Forfeited
or expired
|
(300,000 | ) | 0.01 | - | ||||||||||||
Outstanding
at October 31, 2010
|
200,000 | $ | 0.30 | $ | - | 1.11 | ||||||||||
Exercisable
at October 31, 2010
|
200,000 | $ | 0.30 | $ | - | 1.11 |
10
|
SHAREHOLDERS
EQUITY
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
11
|
RELATED
PARTY TRANSACTIONS
|
12
|
BASIC
AND DILUTED EARNINGS PER SHARE
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
Basic
earnings per share calculation:
|
2010
|
2009
|
||||||
Net
loss from continuing operations
|
$ | (3,080,671 | ) | $ | (1,369,224 | ) | ||
Net
income from discontinued operations
|
- | 284,409 | ||||||
Net
loss
|
$ | (3,080,671 | ) | $ | (1,084,815 | ) | ||
Weighted
average of common shares outstanding
|
33,396,719 | 26,584,547 | ||||||
Net
income (loss) per share - basic
|
||||||||
Loss
from continuing operations
|
$ | (0.09 | ) | $ | (0.05 | ) | ||
Income
from discontinued operations
|
- | 0.01 | ||||||
Net
loss per basic share
|
$ | (0.09 | ) | $ | (0.04 | ) | ||
Diluted
earnings per share calculation:
|
||||||||
Net
loss from continuing operations
|
$ | (3,080,671 | ) | $ | (1,369,224 | ) | ||
Net
income from discontinued operations
|
- | 284,409 | ||||||
Net
loss
|
$ | (3,080,671 | ) | $ | (1,084,815 | ) | ||
Weighted
average of common shares outstanding
|
33,396,719 | 26,584,547 | ||||||
Stock
options (1)
|
- | - | ||||||
Stock
warrants (2)
|
- | - | ||||||
Convertible
notes payable - officer/stockholder (3)
|
- | - | ||||||
Diluted
weighted average common shares outstanding
|
33,396,719 | 26,584,547 | ||||||
Net
income (loss) per common share - diluted
|
||||||||
Loss
from continuing operations
|
$ | (0.09 | ) | $ | (0.05 | ) | ||
Income
from discontinued operations
|
- | 0.01 | ||||||
Net
loss per diluted share
|
$ | (0.09 | ) | $ | (0.04 | ) |
|
(1)
|
The
dilutive effect of stock options in the above table excludes 800,000 and
1,000,000 of underlying options for the years ended October 31, 2010 and
2009, respectively, as they would be anti-dilutive to our net loss for
those years.
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
For
the Years Ended October 31, 2010 and
2009
|
|
(2)
|
The
dilutive effect of stock warrants in the above table excludes 200,000 and
500,000 of underlying warrants for the years ended October 31, 2010 and
2009, respectively, as they would be anti-dilutive to our net loss for
those years.
|
|
(3)
|
The
dilutive effect of potential convertible notes and accrued interest
equivalent to 58,042,400 and 1,572,727 shares related to the convertible
promissory note from the Company’s CEO for the years ended October 31,
2010 and October 31, 2009 have been excluded as they would be
anti-dilutive to our net losses for each of the
years.
|
13
|
OPERATING
LEASE COMMITMENTS
|
14
|
SUBSEQUENT
EVENTS
|
ITEM 9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
|
•
|
Pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our
assets;
|
|
•
|
Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being
made only in accordance with authorizations of our management and
directors; and
|
|
•
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use of disposition of our assets that could have
a material effect on the financial
statements.
|
(1)
|
In
2009, we recognized our small size and single person financial department
as a weakness that prohibited segregation of duties. We
now have had a full year working with our second full-time professional
accountant. This enables some segregation of duties on material
matters related to cash management.
|
(2)
|
We
have had some minor GAAP adjustments made to our interim financial
statements, although in reduced instances from prior years. We did
have a significant audit adjustment made at the year-end for the fiscal
year ended October 31, 2010.
|
Name
|
Age
|
Position(s)
|
Independent Director
|
|||
Robert
A. Buntz, Jr.
|
59
|
Director
(Chairman), Chief Executive
Officer and President |
No
|
|||
Joseph
Fox
|
44
|
Director
|
No
|
|||
Donald
Miller
|
70
|
Director
|
Yes
|
|||
Steven
Sjoblad
|
61
|
Director
|
Yes
|
|||
Edward
Wicker
|
51
|
Director,
Chief Financial Officer
|
No
|
All Other
|
||||||||||||||||||||||
Name and Principal
|
Stock
|
Comp-
|
||||||||||||||||||||
Position
|
Year
|
Salary
|
Bonus
|
Awards (1)
|
ensation
|
Total
|
||||||||||||||||
Robert
A. Buntz, Jr.,
|
2010
|
$ | 118,000 | - | - | - | $ | 118,000 | ||||||||||||||
Chief
Executive Officer
|
||||||||||||||||||||||
and
President
|
2009
|
120,000 | (2) | - | $ | 16,500 | (3) | $ | 1,775 | (5) | 138,275 | |||||||||||
Edward
P Wicker
|
2010
|
62,000 | - | - | - | 62,000 | ||||||||||||||||
Chief
Financial Officer
|
2009
|
60,000 | (4) | - | - | - | 60,000 |
(1)
|
The
amounts shown are the aggregate grant date fair values of these awards
computed in accordance with Financial Accounting Standards Board (“FASB”)
guidance now codified as Accounting Standards Codification (“ASC”) FASB
ASC Topic 718, “Stock Compensation” (formerly under FASB Statement No.
123(R)). The assumptions and methodologies used to calculate these amounts
are discussed in Note 9 in the Notes to Financial Statements contained
elsewhere in this Annual Report. The SEC’s disclosure rules previously
required that we present stock award and option award information for
fiscal 2009 based on the amount recognized during the corresponding year
for financial statement reporting purposes with respect to these awards
(which meant, in effect, that in any given year we could recognize for
financial statement reporting purposes amounts with respect to grants made
in that year as well as with respect to grants from past years that vested
in or were still vesting during that year). However, recent changes in the
SEC’s disclosure rules require that we now present the stock award and
option award amounts in the applicable columns in the table above with
respect to fiscal 2009 on a similar basis as the fiscal 2010 presentation
using the grant date fair value of the awards granted during the
corresponding year, regardless of the period over which the awards are
scheduled to vest. Since this requirement differs from the SEC’s past
disclosure rules, the amounts reported in the table above for stock awards
and option awards for fiscal 2009 differ from the amounts previously
reported in our Summary Compensation Table for that year. As a result, to
the extent applicable, each named executive officer’s total compensation
amount for fiscal 2009 may differ from the amount previously reported in
our Summary Compensation Table for that
year.
|
(2)
|
$50,000
of this amount was paid in the form of stock in lieu of cash
compensation.
|
(3)
|
Reflects
value of grant of 150,000 shares (treated as compensation) to Mr. Buntz in
September 2009 in consideration of his personal guarantee of repayment on
$250,000 convertible promissory
note.
|
(4)
|
$5,000
of this amount was paid in the form of stock in lieu of cash
compensation.
|
(5)
|
Mr.
Buntz received a commission of $1,775 for a real estate transaction for
which he acted as the principal
agent.
|
Fees
|
Nonqualified
|
|||||||||||||||||||||||||||
Earned
|
Non-Equity
|
Deferred
|
||||||||||||||||||||||||||
or Paid
|
Stock
|
Option
|
Incentive Plan
|
Compensation
|
All other
|
|||||||||||||||||||||||
in Cash
|
Awards
|
Awards
|
Compensation
|
Plan
|
Compensation
|
Total
|
||||||||||||||||||||||
Name
|
$
|
$(1)
|
$
|
$
|
$
|
$
|
$
|
|||||||||||||||||||||
Joseph
Fox
|
- | - | - | - | - | - | $ | - | ||||||||||||||||||||
Donald
M iller
|
- | - | - | - | - | - | $ | - | ||||||||||||||||||||
Steven
Sjoblad
|
- | - | - | - | - | - | $ | - |
|
·
|
each
Company director
|
|
·
|
each
executive officer of the Company
|
|
·
|
all
executive officers and directors of the Company as a group,
and
|
|
·
|
each
other beneficial holder (or group of holders) of five percent or more of
our common stock.
|
Shares
Beneficially
owned
(1)
|
Percentage
of
Outstanding
Shares
(%)
|
|||||||
Robert
Buntz (2)
|
62,169,008 | 69.4 | % | |||||
Joseph
Fox (3)
|
3,243,750 | 9.7 | % | |||||
Donald
Miller (4)
|
350,000 | 1.0 | % | |||||
Steven
Sjoblad (5)
|
200,000 | * | ||||||
Edward
Wicker (6)
|
1,355,634 | 4.1 | % | |||||
All
current executive officers and directors as a group (five
persons) (7)
|
67,318,392 | 74.8 | % |
*
|
Less
than 1%
|
(1)
|
Beneficial
ownership is determined in accordance with the applicable rules of the
SEC. In computing the number of shares beneficially owned by a person and
the percentage ownership of that person, shares of common stock subject to
options or warrants (or similar purchase rights) held by that person that
are presently exercisable, or will become exercisable within 60 days
hereafter, are deemed outstanding, while such shares are not deemed
outstanding for purposes of computing percentage ownership of any other
person. As a result of the application of these SEC rules, the
number of shares reflected in the table exceeds the number of shares
outstanding as of the date of this
filing.
|
(2)
|
Mr.
Buntz is a director of the Company and the Company’s Chief Executive
Officer and President. Of those shares included in the table,
56,234,100 are issuable upon conversion of a convertible note payable and
accrued interest on the note as of December 31,
2010.
|
(3)
|
Mr.
Fox is a non-employee director of the Company. Of those shares set
forth in the table, 3,200,000 were issued in the name of Iggys House Inc
but are beneficially owned by Mr.
Fox.
|
(4)
|
Mr.
Miller is a non-employee director of the Company. Of those shares
set forth on the table, 150,000 shares are issuable upon exercise of
vested options to purchase common
stock.
|
(5)
|
Mr.
Sjoblad is a non-employee director of the Company. Of those shares set
forth on the table, 200,000 shares are issuable upon exercise of vested
options to purchase common stock.
|
(6)
|
Mr.
Wicker is the Company’s Chief Financial Officer and a director of the
Company.
|
(7)
|
Includes
Messrs. Buntz, Fox, Miller, Sjoblad and
Wicker.
|
2010
|
2009
|
|||||||
Audit
fees
|
$ | 39,000 | $ | 39,117 | ||||
Audit
related fees
|
18,387 | $ | 28,590 | |||||
Tax
fees
|
11,120 | 16,115 | ||||||
All
other fees
|
966 | - | ||||||
Total
|
$ | 69,473 | $ | 83,822 |
Description
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|
Consolidated
Balance Sheets
|
F-2
|
|
Consolidated
Statements of Operations
|
F-4
|
|
Consolidated
Statement of Stockholders’ Equity (Deficit)
|
F-5
|
|
Consolidated
Statements of Cash Flows
|
F-6
|
|
Notes
to Consolidated Financial Statements
|
F-7
|
Exhibit
Number
|
Description
|
||
21
|
Subsidiaries
of Webdigs, Inc. *
|
||
31.1
|
Certification
of CEO pursuant to Section 302. *
|
||
31.2
|
Certification
of CFO pursuant to Section 302. *
|
||
32
|
Certification
of CEO/CFO pursuant to Section 906. *
|
Webdigs,
Inc.
|
|
/s/ Robert A. Buntz, Jr.
|
|
Robert
A. Buntz, Jr.
|
|
President
and Chief Executive Officer
|
|
January
7, 2011
|
Name
|
Title
|
Date
|
||
/s/
Robert A. Buntz, Jr.
|
President,
Chairman and Chief Executive Officer
|
January
7, 2011
|
||
Robert
A. Buntz, Jr.
|
(Principal
Executive Officer)
|
|||
/s/
Edward Wicker
|
Chief
Financial Officer
|
January
7, 2011
|
||
Edward
Wicker
|
(Principal
Financial and Accounting Officer)
|
|||
/s/
Joseph Fox
|
Director
|
January
7, 2011
|
||
Joseph
Fox
|
||||
/s/
Donald Miller
|
Director
|
January
7, 2011
|
||
Donald
Miller
|
||||
/s/
Steven Sjoblad
|
Director
|
January
7, 2011
|
||
Steven
Sjoblad
|