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EX-32.1 - CERT 906 - CEO, CFO - TRXADE GROUP, INC.ex32-1.htm
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15 (d) of

Securities Exchange Act of 1934

For the quarterly period ended September 30, 2009

Commission File Number:  333-143767

Xcellink International Inc.

(formerly Blue Bird Exploration Company)

(Exact Name of Issuer as Specified in Its Charter)



 

Delaware

1000

N/A

State of Incorporation

Primary Standard Industrial

I.R.S. 

 

Employer Classification

Identification No.

 

Code Number #

 

 

 

 Xcellink International Inc.

  1117 Desert Lane,

 

  Las Vegas, Nevada     89102 USA

 

 

 (Address and Telephone Number of Issuer's Principal Executive Offices)

               

The Company Corporation

2711 Centerville Road, Suite 400

Wilmington, Delaware 19808

Telephone: 302-636-5440 Facsimile: 302-636-5454

(Name, Address, and Telephone Number of Agent)



 

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 o

 

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

 

Large Accelerated Filer o

 

Non-Accelerated Filer o

 

 

(Do not check if a smaller reporting company)

Accelerated Filer o

 

Smaller reporting company x

 

 

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

 

YES x

NO

 

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, 15(d) of the Exchange Act after the distribution of the securities under a plan confirmed by a court.      YES o    NO o

 

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock at the latest practicable date. As of September 30, 2009, the registrant had 104,160,000 shares of common stock, $0.0001 par value, issued and outstanding.

 

Transitional Small Business Disclosure Format (Check one):  

YES x   

NO o

 

 
 
                                             TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION – UNAUDITED

Page

 

 

 

Item 1.

BALANCE SHEETS

  4

 

INTERIM STATEMENTS OF OPERATIONS

  5

 

INTERIM STATEMENT OF STOCKHOLDERS’ EQUITY

  6

 

INTERIM STATEMENTS OF CASH FLOWS

  7

 

NOTES TO INTERIM FINANCIAL STATEMENTS

  8

Item 2. 

Management's Discussion and Analysis of Financial Condition and Plan of Operations.

 10

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

12

Item 4.

Controls and Procedures

 12

 

PART II - OTHER INFORMATION

 

 

 

 

Item 1. 

Legal Proceedings

13

Item 2.

Unregistered  Sales of Equity Securities and Use of Proceeds

13

Item 3.  

Defaults Upon Senior Securities

13

Item 4.  

Submission of Matters to a Vote of Security Holders

13

Item 5.  

Other Information

13

Item 6.

Exhibits

14

 

 

-2-

PART I - FINANCIAL INFORMATION

 

Item 1.  Financial Statements (Unaudited- Prepared by Management)

 

 

 

 

 

 

 

 

XCELLINK INTERNATIONAL Inc.

formerly known as

Bluebird Exploration Company Inc.

(An Exploration Stage Company)

 

FINANCIAL STATEMENTS

 

SEPTEMBER 30, 2009

 

(Unaudited)

 

 

 

 

 

 

 

BALANCE SHEETS

 

STATEMENTS OF OPERATIONS

 

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

 

STATEMENTS OF CASH FLOWS

 

NOTES TO THE FINANCIAL STATEMENT

 

 

-3-

 

XCELLINK INTERNATIONAL Inc.

formerly known as

Bluebird Exploration Company Inc.

(An Exploration Stage Company)

 

BALANCE SHEETS

(Unaudited)

 

 

 

 

 

September 30, 2009

 

 

 

December 31,

2008

ASSETS

 

 

 

 

 

CURRENT ASSETS

 

 

Cash

$                592

$                687

 

 

 

TOTAL ASSETS

$                592

$                687

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY 

 

 

         (DEFICIT)

 

 

 

CURRENT LIABILITIES

 

 

Accounts payable and accrued liabilities

$          16,285

$          16,450

Loan payable

19,333

19,333

Due to related party

24,546

12,914

 

 

 

TOTAL LIABILITIES

60,164

48,697

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIT )

 

 

Capital stock

 

 

Authorized

 

 

200,000,000 shares of common stock, $0.0001 par value,

 

 

Issued and outstanding

 

 

104,160,000 shares of common stock

10,416

10,416

Additional paid-in capital

7,684

7,684

Deficit accumulated during the exploration stage

(77,672)

(66,110)

 

 

 

Total Equity (Deficit)

(59,572)

(48,010)

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY(DEFICIT)

 

$                592

 

$                687

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

-4-

XCELLINK INTERNATIONAL Inc.

formerly known as

Bluebird Exploration Company Inc.

(An Exploration Stage Company)

 

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

 

Three months ended

September 30, 2009

 

 

 

 

 

Three months ended

September 30, 2008

 

 

 

 

 

Nine months ended

September 30, 2009

 

 

 

 

 

Nine months ended

September 30, 2008

Cumulative results of operations from

July 15,

2005 (date of

inception) to

September 30, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration & development

$              -

$              -

$              -

$              -

$    (3,415)

Office and general

(31)

(943)

(3,558)

(4,751)

(23,623)

Professional fees

(4,500)

(2,980)

(8,004)

(12,770)

(50,634)

 

 

 

 

 

 

NET AND COMPREHENSIVE LOSS

 

$   (4,531)

 

$   (3,833)

 

$  (11,562)

 

$  (17,521)

 

$  (77,672)

BASIC AND DILUTED

NET LOSS PER SHARE

$         (0.00)

$         (0.00)

$         (0.00)

$         (0.00)

WEIGHTED AVERAGE

NUMBER OF COMMON

SHARES OUTSTANDING

104,160,000

104,160,000

104,160,000

104,160,000

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

-5-

XCELLINK INTERNATIONAL Inc.

formerly known as

Bluebird Exploration Company Inc.

(An Exploration Stage Company)

 

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

FROM INCEPTION (July 15, 2005) TO SEPTEMBER 30, 2009

 

 

 

 

 

Common Stock

Additional Paid-in

Deficit Accumulated During the Exploration

 

 

Number of shares

Amount

Capital

Stage

Total

 

 

 

 

 

 

Balance, July 15, 2005 (Date of Inception)

-

$             -

$             -

$             -

$             -

 

 

 

 

 

 

Common stock issued for cash at $0.0000375 per share

 

 

 

 

 

- September 30, 2005

80,000,000

8,000

(5,000)

-

3,000

Net loss for the period

-

-

-

(702)

(702)

 

Balance, December 31, 2005

 

80,000,000

 

8,000

 

(5,000)

 

(702)

 

2,298

 

 

 

 

 

 

Common stock issued for cash at $0.000625 per share December 14, 2006

25,760,000

2,576

13,524

-

16,100

Net loss for the year

-

-

-

(8,725)

(8,725)

 

Balance, December 31, 2006

 

105,760,000

 

10,576

 

8,524

 

(9,427)

 

9,673

 

 

 

 

 

 

Net loss for the year

-

-

-

(28,186)

(28,186)

 

Balance, December 31, 2007

 

105,760,000

 

10,576

 

8,524

 

(37,613)

 

(18,513)

 

 

 

 

 

 

Common Stock Redeemed for cash at $0.000625 per share – October 15, 2008

 

(1,600,000)

 

(160)

(840)

 

-

 

(1,000)

Net loss for the year

-

-

-

(28,497)

(28,497)

 

Balance, December 31, 2008

 

104,160,000

 

10,416

 

7,684

 

$ (66,110)

 

$ (48,010)

 

Net Loss for the period

 

-

 

 

-

 

(11,562)

 

(11,562)

 

Balance, September 30, 2009

 

104,160,000

 

$10,416

 

$     7,684

 

$ (77,672)

 

$ (59,572)

 

All share amounts have been restated to reflect the 8-to-1 forward split in October 2008.

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

-6-

XCELLINK INTERNATIONAL Inc.

formerly known as

Bluebird Exploration Company Inc.

(An Exploration Stage Company)

 

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

Nine months ended

September 30, 2009

 

 

 

 

Nine months ended

September 30, 2008

 

Cumulative results of operations from inception (July 15, 2005) to September 30, 2009

 

 

 

 

 

 

 

 

Cash Flows From Operating Activities

 

 

 

Net loss

$(1,562)

$(17,521)

$(77,672)

Change in non-cash working capital

 

 

 

-accounts payable and accrued liabilities

(166)

(3,278)

16,285

Net Cash Used In Operating Activities

(11,728)

(20,799)

(61,387)

 

 

 

 

Cash Flows From Financing Activities

 

 

 

Proceeds from sale of common stock

Related party advance

Loan Advancement

-

11,633

-

-

(35)

19,333

18,100

24,546

19,333

Net Cash Provided By Financing Activities

11,633

19,298

61,979

 

 

 

 

Net Increase (Decrease) In Cash

(95)

(1,501)

592

 

 

 

 

Cash, Beginning Of Period

687

1,771

-

 

 

 

 

Cash, End Of Period

$          592

$          270

$       592

 

 

 

 

 

 

Supplemental cash flow information.

Cash paid for:

 

Interest

$            -

$            -

$            -

 

Income taxes

$            -

$            -

$            -

 

 

The accompanying notes are an integral part of these financial statements

 

 

-7-

XCELLINK INTERNATIONAL Inc.

formerly known as

Bluebird Exploration Company Inc.

(An Exploration Stage Company)

 

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

          (Unaudited)

 

NOTE 1 - ______CONDENSED FINANCIAL STATEMENTS

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2009, and for all periods presented herein, have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements. The results of operations for the periods ended September 30, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

 

NOTE 2 - ______GOING CONCERN

 

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 3 -_______SUBSEQUENT EVENTS

 

Company has evaluated subsequent events through November 15, 2009, the date which the financial statements were available to be issued. A new director was appointed to the board on October 22nd, 2009.

 

-8-

 

 

XCELLINK INTERNATIONAL Inc.

formerly known as

Bluebird Exploration Company Inc.

(An Exploration Stage Company)

 

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(Unaudited)

 

NOTE 4 – CORRECTION OF ERRORS IN COMPARATIVE FINANCIAL STATEMENTS.

 

The Company has restated its previously issued June 30, 2009 financial statements for matters relating to over-recorded liabilities. The accompanying financial statements for June 30, 2009 have been restated to reflect the corrections. Also, retained earnings at June 30, 2009, was increased by $7,500 as a result of adjustments to over-recorded liabilities in June 30, 2009.

 

The following is a summary of the restatements for June 30, 2009:

 

 

Over recorded liabilities

$7,500

 

 

Total increase in June 30, 2009 earnings

$7,500

 

 

The effect on the Company’s previously issued June 30, 2009 financial statements is summarized as follows:

 

Balance Sheet as at June 30, 2009

 

Previously

Increase

 

Reported

(Decrease)

 

Restated

 

 

Current Liabilities

63,139

(7,500)

55,639

 

Total Equity (Deficit)

62,515

(7,500)

55,015

 

 

Statement of Operations for the 6 months to June 30, 2009

 

 

Professional Fees  

11,004  

(7,500)

3,504

 

Net Income (Loss)

14,505

(7,500)

7,005

 

 

 

 

 

 

-9-

 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations.

 

Description of Business

 

In General

 

XCEL was incorporated on July 15, 2005, in the state of Delaware under the name Bluebird Explorations Company. In the fourth quarter of 2008 Bluebird due to its inability to obtain financing and elected to change its name to Xcellink International, Inc., a name the Board of Directors determined was universally more appealing to potential investors.

 

By an agreement dated April 27, 2009 the Company agreed to acquire an exclusive and irrevocable global license (the “License”) in perpetuity to use and sublicense the Patented Technologies, as defined herein, and any improvements and to manufacture, distribute, and sell any related products (the “Products”) to certain technologies (the “Patented Technologies”) invented, developed and/or acquired by Xcellink International Limited, a British Virgin Islands corporation operating out of Hong Kong, such Patented Technologies which relate to the automated data interchange of financial transactions between customers and merchants over local, wired or wireless electronic link using an information device - most commonly a mobile phone.

 

Xcellink International Inc. will develop and market advanced platform-independent customer-centric payment systems and methodologies. Xcellink's patented system has the technical ability to replace all credit, debit, charge and smart cards, providing all functions of order, warehousing, delivery and payment for all types of goods and services in a customer-centric manner that is more efficient, economical, and secure than systems operating today. Xcellink's unique process enables customers, rather than the merchant, to initiate, control and pay for all transactions, without the need for credit cards, in real-time anywhere, anytime, and at a fraction of the cost of current transactions.

 

Plan of Operation

 

On April 27, 2009 in a bid to enhance shareholder equity the Company entered into a license agreement to obtain the rights to a patented electronic payment system, it is not at this time the Company’s intention to abandon its mineral claims, but the Company feels its current shortest route to revenue is the relicensing of the recently acquired technology rights.

 

Xcellink's patented system has the potential to replace all credit, debit, charge and smart cards, providing all functions of order, warehousing, delivery and payment for all types of goods and services in a customer-centric manner that is more efficient, economical, and secure than systems operating today.

 

Building from existing technologies such as mobile phones and wireless digital networks, and exploiting the techniques associated with secure messaging systems, Xcellink's unique process enables customers, rather than the merchant, to initiate, control and pay for all transactions, without the need for credit cards, in real-time anywhere, anytime, and at a fraction of the cost of current transactions.

 

Xcellink International Inc. has the potential to gain exceptional revenue by implementing or administering a global customer-centric system with revenue coming from:

 


 

 

 

Licenses for the Intellectual Property

 

Dedicated business units servicing several sectors in E-Commerce

 

Software support for other companies administering E-Commerce systems

 

Support of Government activities in Legislation, Taxation and Consumer Protection

 

Related activities in education, research and market analysis

 

To date, the Company has not been successful in raising adequate funding to conduct any operations and there remains significant doubt that the Company will maintaining it status as a reporting company with the Securities and Exchange Commission (SEC).  As such the following details relating to the Company’s proposed operation are highly speculative and fully dependant upon raising adequate financing, which it has previously been unsuccessful with.

 

Liquidity and Capital Resources

 

As of September 30, 2009, we have $592 of cash available.  We have current liabilities of $60,164.  From the date of inception (July 15, 2005) to September 30, 2009 the Company has recorded a net loss of $77,672, which were expenses relating to the initial development of the Company, filing its Registration Statement on Form SB-2 (deemed effective July 9, 2007),  and expenses relating to maintaining reporting company status with the Securities and Exchange Commission.  We will require additional capital investments or borrowed funds to meet cash flow projections and carry forward our business objectives. There can be no guarantee or assurance that we can raise adequate capital from outside sources to fund the new proposed business direction.

 

On April 23, 2008, the Company received proceeds in the amount of $19,333, which was the result of a non-secured shareholder loan.  However, the failure to secure additional adequate outside funding immediately or within the next 30-60 days would have an adverse affect on our plan of operation and a direct negative impact on shareholder liquidity, which would likely result in a complete loss of any funds invested in the common stock and may result in the business failing.

 

Off-Balance Sheet Arrangements

 

As of the date of this Quarterly Report, other than the below described “Bluebird Claim Purchase Agreement,” the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

 

Bluebird Claim Purchase Agreement

 


On August 4, 2006, Bluebird Exploration Company (“the Company”) entered into an Option to Purchase Agreement with Peter Wells, our previous officer and director. The Company has allowed its option to expire and no longer maintains an interest in any mineral rights.

 

Product Research and Development

 

The Company does not anticipate the Company has licensed certain technologies within the electronic payment system, but the Company is not responsible for development as it is a reselling licensing agreement.

 

Employees

 

There are no employees of the Company, excluding the current President and Director, Mark Fingarson, of the corporation.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not Applicable.

 

Item 4T. Controls and Procedures

 

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer, who also acts as our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Under the supervision and with the participation of our management, including our President and Chief Executive Officer, who also acts as our principal financial officer, an evaluation was performed on the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, our President and Chief Executive Officer, who also acts as our principal financial officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report for the purpose of gathering, analyzing and disclosing of information that the Company is required to disclose in the reports it files under the Exchange Act, within the time periods specified in the SEC’s rules and forms.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 


 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

 

No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Submission of Matters to Vote of Security Holders

 

None.

 

Item 5. Other Information

 

On April 28th 2009 the Company filed and 8K disclosing an agreement dated April 27, 2009. The Company agreed to acquire an exclusive and irrevocable global license in perpetuity to use and sublicense the Patented Technologies, as defined herein, and any improvements and to manufacture, distribute, and sell any related products to certain technologies invented, developed and/or acquired by Xcellink International Limited, a British Virgin Islands corporation operating out of Hong Kong. As a term of the License Agreement, effective April 27th, 2009, Michael Malbourne accepted an appointment by the Board of Directors of the Company to act as a member of the Board of Directors, and serve as the Company’s Secretary and Treasurer, until his successor is duly qualified and elected or appointed.

 

On August 11, 2009 the Company filed an 8K disclosing that on August 10, 2009 Xcellink International, Inc. (“ Inc ”) a Deleware corporation, entered into a share exchange agreement (the “Share Exchange Agreement” ) with Xcellink International Limited. (“ Limited ”), a company incorporated in the British Virgin Islands under the International Business Companies Act operating out of Hong Kong, whereby “Inc” has agreed to purchase all the issued and outstanding equity securities of “Limited”.

The Company further disclosed that on August 10, 2009 the Company’s head office was moved from Suite 2302-7 ING Tower, 308 Des Voeux Road, Central, Hong Kong, to 1117 Desert Lane, Las Vegas, Nevada 89102. On August 10, 2009, Mark Fingarson, President and CEO, returned to treasury 40,000,000 shares held by him in the capital of the Company.

On August 13, 2009 the Company filed an 8K disclosing that on August 6, 2009, Board of Directors of the Registrant dismissed Moore & Associates Chartered, its independent registered public account firm. On the same date, August 6, 2009, the accounting firm of Seale and Beers, CPAs was engaged as the Registrant's new independent registered public account firm.

 


 

Item  6. Exhibits

 

3.1  Articles of Incorporation*

 

3.2  By-Laws*

 

31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of President and Chief Executive Officer and

31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer

 

32.1 Section 1350 Certification of President and Chief Executive Officer and principal financial officer.

 

*Filed previously as an exhibit to the Company’s registration statement with the Commission on June 15, 2007.

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

     

Xcellink International Inc.

 

 

 

Dated: November 24, 2009

/s/ Mark Fingarson

 

Mark Fingarson

 

President and Chief Executive Officer and principal financial officer