Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended: September 30, 2020

☐ 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 001-08589

FCCC, INC.

(Exact Name of Registrant as Specified in Its Charter)

Connecticut		06-0759497
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1650 West 106^th Street Carmel, Indiana		46032
(Address of principal executive offices)		(Zip Code)

(317) 441-4563

(Registrant’s telephone number, including area code)

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

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 12, 2020, the registrant had 3,461,022 shares of common stock issued and outstanding.

FCCC, INC. FORM 10-Q

Index

PART I. FINANCIAL INFORMATION		4
Item 1.	Condensed Financial Statements.	4
	CONDENSED BALANCE SHEETS	4
	CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)	5
	CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)	7
	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY	8
	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)	10
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations.	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	12
Item 4.	Controls and Procedures.	9

PART II. OTHER INFORMATION		13
Item 1.	Legal Proceedings.	13
Item 1A.	Risk Factors.	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	13
Item 3.	Defaults Upon Senior Securities.	13
Item 4.	Mine Safety Disclosures.	13
Item 5.	Other Information.	13
Item 6.	Exhibits.	14

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This quarterly report on Form 10-Q and other publicly available documents, including the documents incorporated herein by reference, contain, and our officers and representatives may from time to time make, “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “expect,” “future,” “likely,” “may,” “plan,” “seek,” “will” and similar references to future periods actions or results. Examples of forward-looking statements include our prospects for one or more future material transactions, potential sources of financing, and expenses for future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made by us in this quarterly report on Form 10-Q is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Factors that could cause or contribute to such differences may include, but are not limited to, those described under the heading “Risk Factors” which may be included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020 as filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by the Company in this report and in the Company’s other reports filed with the Commission that advise interested parties of the risks and factors that may affect the Company’s business.

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

FCCC, INC.

CONDENSED BALANCE SHEETS

(Dollars in thousands, except share data)

	September 30,			March 31,
	2020			2020
	(Unaudited)
ASSETS
Current Assets:

Cash and cash equivalents	$	84		$	63
Prepaid expense		10			4
Total current assets		94			67
TOTAL ASSETS	$	94		$	67

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other accrued expenses	$	2		$	6
Other liabilities:
Convertible note payable		65			-
TOTAL LIABILITIES		67			6

Stockholders’ equity:
Common stock, no par value, 22,000,000 shares authorized, 3,461,022 issued and outstanding at September 30, 2020 and at March 31, 2020		800			800
Additional paid-in capital		8,396			8,396
Accumulated deficit		(9,169	)		(9,135	)
Total stockholders’ equity		27			61
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	94		$	67

See notes to condensed financial statements

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FCCC, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

(Dollars in thousands, except share and per share data)

	Three Months Ended September 30,
	2020			2019

Income:
Interest income	$	--		$	--

Total income		--			--

Expenses:
Operating and administrative expenses		13			10

Total expenses		13			10

Loss before income taxes		(13	)		(10	)
Income tax expense		---			---

Net Loss	$	(13	)	$	(10	)

Basic and diluted loss per share	$	(0.004	)	$	(0.003	)

Weighted average common shares outstanding

Basic		3,461,022			3,461,022
Diluted		3,491,740			3,461,022

See notes to condensed financial statements

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FCCC, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

(Dollars in thousands, except share and per share data)

	Six Months Ended September 30,
	2020			2019

Income:
Interest income	$	--		$	--

Total income		--			--

Expenses:
Professional expenses		34			26

Total expenses		34			26

Loss before income taxes		(34	)		(26	)
Income tax expense		--			--

Net Loss	$	(34	)	$	(26	)

Basic and diluted loss per share	$	(0.010	)	$	(0.008	)

Weighted average common shares outstanding

Basic		3,461,022			3,461,022
Diluted		3,468,765			3,461,022

See notes to condensed financial statements

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FCCC, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

	Six Months Ended September 30,
	2020			2019
Cash Flows from Operating Activities

Net loss	$	(34	)	$	(26	)
Adjustments to reconcile net loss to cash used in operating activities
Changes in assets and liabilities
Increase in prepaid expenses		(6	)		(7	)
Decrease in accounts payable and accrued expenses		(4	)		(5	)
Net cash used in operating activities		(44	)		(38	)

Cash Flows from Financing Activities
Proceeds from convertible note payable		65			-
Net increase (decrease) in cash		21			(38	)
Cash at the beginning of the period		63			120
Cash at the end of the period	$	84		$	82

See notes to condensed financial statements

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FCCC, INC.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

(Dollars in thousands)

	Common Stock				Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Equity (Deficit)
	Shares		Amount
Balance as of April 1, 2020		3,461,022	$	800	$	8,396	$	(9,135	)	$	61
Net loss		–		–		–		(21	)		(21	)
Balance as of June 30, 2020		3,461,022	$	800		8,396		(9,156	)		40
Net loss		–		–		–		(13	)		(13	)
Balance as of September 30, 2020		3,461,022	$	800	$	8,396	$	(9,169	)	$	27

See notes to condensed financial statements

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FCCC, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2020

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements of FCCC, Inc. (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X, promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair representation have been included herein. Operating results are not necessarily indicative of the results which may be expected for the year ending March 31, 2021 or other future periods. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020.

NOTE 2 – RELATED PARTY TRANSACTIONS

Frederick L. Farrar, the Company’s Chief Executive Officer, Chief Financial Officer and a member of its board of directors, is the lender under an unsecured convertible promissory note payable by the Company. See Note 4 – Indebtedness.

NOTE 3 – EARNINGS PER SHARE

The Company follows FASB ASC 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding for the period, excluding the effects of any potentially dilutive securities. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

Basic and diluted loss per common share was calculated using the following number of shares for the three and six months ended September 30, 2020 and 2019:

Three Months Ended September 30:	2020		2019
Weighted average number of common shares outstanding - Basic		3,461,022		3,461,022
Weighted average number of common shares outstanding - Diluted		3,491,740		3,461,022

Six Months Ended September 30:	2020		2019
Weighted average number of common shares outstanding - Basic		3,461,022		3,461,022
Weighted average number of common shares outstanding - Diluted		3,468,765		3,461,022

NOTE 4 – INDEBTEDNESS

On September 21, 2020, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold to Mr. Farrar a Convertible Promissory Note in the principal amount of $65,000 (the “Note”) in exchange for a loan of the same amount. The Note accrues interest at 5.0% per annum and is scheduled to mature and become payable on October 31, 2022. The Company’s payment obligations under the Note are unsecured and the Company can prepay the amount due in whole or in part at any time without penalty or premium. The holder of the Note has the option, on or prior to maturity, to convert all (but not less than all) of the amount due under the Note to into shares of the Company’s common stock at a conversion price of $0.23 per share. The Company intends to use the proceeds from the issuance of the Note for general corporate purposes. As of September 30, 2020, the principal and interest due under the Note totaled $65,081.

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Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

FORWARD-LOOKING STATEMENTS

The following discussion may contain forward-looking statements regarding the Company, its business prospects and its results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause the Company’s actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. The risks and uncertainties may be summarized in other documents that the Company may file with the Securities Exchange Commission, such as our Annual Report on Form 10-K for the year ended March 31, 2020. These forward-looking statements reflect our view only as of the date of this report. The Company cannot guarantee future results, levels of activity, performance, or achievement. The Company does not undertake any obligation to update or correct any forward-looking statements.

ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION

The Company has limited operations and is actively seeking a merger, reverse merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Accordingly, during this period the Company does not expect to achieve sufficient income to offset the Company’s operating expenses, resulting in operating losses that may require the Company to use and thereby reduce the Company’s limited cash balance. The Company’s prepaid expenses during the six-months ended September 30, 2020 increased by $6,000. This increase was due to the payment of the OTCQB annual fee in the quarter ended June 30, 2020. Until the Company completes a merger, reverse merger or other financial transaction, and unless interest rates increase dramatically, the Company expects to continue to incur losses between $12,000 to $15,000 per quarter. The Company does not have any arrangements with banks or financial institutions with respect to the availability of financing in the future.

The payment of any cash distributions is subject to the discretion of our board of directors. At this time, the Company has no plans to pay any additional cash distributions in the foreseeable future.

CURRENT BUSINESS

Since June 2003, the Company’s operations consist of a search for a merger, acquisition, reverse merger or a business transaction opportunity with an operating business or other financial transaction; however, there can be no assurance that this plan will be successfully implemented. Until a transaction is effectuated, the Company does not expect to have significant operations. At this time, the Company has no arrangements or understandings with respect to any potential merger, acquisition, reverse merger or business combination candidate pursuant to which the Company may become an operating company.

Opportunities may come to the Company’s attention from various sources, including our management, our stockholders, professional advisors, securities broker dealers, venture capitalists and private equity funds, members of the financial community and others who may present unsolicited proposals. At this time, the Company has no plans, understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any business opportunities. While it is not currently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions, reorganizations or other such transactions, such firms may be retained if such arrangements are deemed to be in the best interest of the Company. Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments involving issuance of securities (including those of the Company), or any combination of these or other compensation arrangements. Consequently, the Company is currently unable to predict the cost of utilizing such services.

The Company has not restricted its search to any particular business, industry, or geographical location. In evaluating a potential transaction, the Company analyzes all available factors and make a determination based on a composite of available facts, without reliance on any single factor.

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It is not possible at this time to predict the nature of a transaction in which the Company may participate. Specific business opportunities would be reviewed as well as the respective needs and desires of the Company and the legal structure or method deemed by management to be suitable would be selected. In implementing a structure for a particular transaction, the Company may become a party to a merger, consolidation, reorganization, tender offer, joint venture, license, purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally, the Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or reorganization of the Company with other business organizations and there is no assurance that the Company would be the surviving entity. In addition, our present management and stockholders may not have control of a majority of the voting shares of the Company following reorganization or other financial transaction. As part of such a transaction, some or all of the Company’s existing directors may resign and new directors may be appointed. The Company’s operations following the consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the transaction, the nature and magnitude of which cannot be predicted.

The Company may also be subject to increased governmental regulation following a transaction; however, it is not possible at this time to predict the nature or magnitude of such increased regulation, if any.

The Company expects to continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuated.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

During the quarter ended September 30, 2020, the Company had a loss from operations of $13,000. The loss is attributable to the operational, administrative, auditing, tax return preparation and legal expenses incurred during the quarter. During the quarter ended September 30, 2019, the loss from operations was $10,000. No taxes were paid in the quarters ended September 30, 2020 or 2019.

During the six months ended September 30, 2020, the Company had a loss from operations of $34,000. The loss is attributable to the operational, administrative, auditing, tax return preparation and legal expenses incurred during the six-month period. During the six months ended September 30, 2019, the loss from operations was $26,000. Taxes paid in the six months ended September 30, 2020 and 2019 were $0 in both six-month periods.

LIQUIDITY AND CAPITAL RESOURCES

Stockholders’ equity as of September 30, 2020, was $27,000, compared to $61,000 at March 31, 2020. The decrease is attributable to the net loss incurred during the six months ended September 30, 2020.

Net cash used in operating activities was $44,000 during the six months ended September 30, 2020, compared to net cash used in operating activities of $38,000 in the six months ended September 30, 2019. The net cash from financing activities during the six months ended September 30, 2020 was a result of the proceeds from the sale of the Note (discussed further below).

Cash on hand at September 30, 2020 was $84,000, compared to $82,000 at March 31, 2020. The increase in cash on hand was primarily the net result of the proceeds from the Note, offset by expenses incurred during the first six months of the fiscal year.

Convertible Promissory Note

On September 21, 2020, the Company entered into a Note Purchase Agreement with Frederick L. Farrar, its Chief Executive Officer, Chief Financial Officer and a member of its board of directors, pursuant to which the Company issued and sold to Mr. Farrar a Convertible Promissory Note in the principal amount of $65,000 (the “Note”) in exchange for a loan of the same amount. The Note accrues interest at 5.0% per annum and is scheduled to mature and become payable on October 31, 2022. The Company’s payment obligations under the Note are unsecured and the Company can prepay the amount due in whole or in part at any time without penalty or premium. The holder of the Note has the option, on or prior to maturity, to convert all (but not less than all) of the amount due under the Note to into shares of the Company’s common stock at a conversion price of $0.23 per share. The Company intends to use the proceeds from the issuance of the Note for general corporate purposes.

The Company has no material off-balance sheet arrangements. There has been no material change in any contractual obligation as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Smaller reporting companies are not required to provide the information required under this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s management has evaluated, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer (who are the same individual), the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2020.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management does not believe that there are significant deficiencies in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not currently subject to any material legal proceedings. From time to time, the Company may be named as a defendant in legal actions or otherwise be subject to claims arising from the Company’s normal business activities. Any such actions, even those that lack merit, could result in the expenditure of significant financial and managerial resources.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required under this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On September 21, 2020, we issued the Note to Mr. Farrar in exchange for gross proceeds of $65,000. The holder of the Note has the option, on or prior to maturity, to convert all (but not less than all) of the amount due under the Note to into shares of the Company’s common stock at a conversion price of $0.23 per share. The Company intends to use the proceeds from the issuance of the Note for general corporate purposes. The Note was issued in reliance on an exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) to a single “accredited investor” as that term is are defined in Rule 501 of Regulation D of the SEC, without the use of any general solicitation or advertising to market or otherwise offer securities for sale.

Neither the Note nor the shares of common stock issuable upon conversion of the Note, if any, have been registered under the Securities Act, or applicable state securities laws and none may be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements. Neither this quarterly report on Form 10-Q nor any exhibit attached hereto shall constitute an offer to sell or the solicitation of an offer to buy the Note, the shares issuable under the Note, or any other securities of the Company.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit Number		Description
3.1		Composite Amended and Restated Certificate of Incorporation, as amended through January 23, 2004 (incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K for year ended March 31, 2015)
3.2		Composite Amended and Restated By-Laws, as amended through November 27, 2007 (incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K for year ended March 31, 2015)
10.1		Note Purchase Agreement, by and between FCCC, Inc. and Frederick Farrar, dated September 21, 2020 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed September 23, 2020)
10.2		Convertible Promissory Note of FCCC, Inc. in favor of Frederick Farrar, dated September 21, 2020 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed September 23, 2020)
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		XBRL Data Files

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FCCC, INC.

Date: November 16, 2020	By:	/s/ Frederick Farrar
		Frederick Farrar
		Chief Executive Officer and Chief Financial Officer (principal executive and financial officer)