Attached files
| file | filename |
|---|---|
| EX-32.1 - Radius Health, Inc. | v178966_ex32-1.htm |
| EX-32.2 - Radius Health, Inc. | v178966_ex32-2.htm |
| EX-31.2 - Radius Health, Inc. | v178966_ex31-2.htm |
| EX-31.1 - Radius Health, Inc. | v178966_ex31-1.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K
(Mark
One)
x ANNUAL REPORT UNDER
SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2009
¨ TRANSITION REPORT UNDER
SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from ______________ to ______________
Commission
File Number 000-53173
MPM
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
80-0145732
|
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
|
incorporation
or organization)
|
Identification
No.)
|
200 Clarendon Street, 54th
Fl., Boston, MA, 02116
(Address
of principal executive offices)
(617) 425-9253
(Registrant’s
telephone number, including area code)
Securities registered under Section 12(b) of the Exchange
Act:
None.
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, $0.0001 par value per share
(Title of
Class)
Check
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes ¨ No x
Check
whether the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. Yes ¨ No x
Check
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 ¨
Check
whether the registrant has submitted electronically and posted on its corporate
website, if any, every Interactive
Data File required to be submitted and posted 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 and post such files).
Yes o No
¨
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x
Check
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
¨
|
Accelerated
Filer
|
¨
|
|
|
¨
|
Smaller
Reporting Company
|
x
|
|
|
(Do
not check if a smaller reporting company.)
|
|||
Check
whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes x No
As of
December 31, 2009, there were no non-affiliate holders of common stock of the
Company.
APPLICABLE ONLY TO
CORPORATE REGISTRANTS
As of
March 30, 2010, there were 5,000,000 shares of common stock, par value $.0001,
outstanding.
FORWARD-LOOKING
STATEMENTS
Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of MPM Acquisition
Corp. (the “Company”) to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. The Company's plans
and objectives are based, in part, on assumptions involving the continued
expansion of business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
2
MPM
Acquisition Corp. (“we”, “us”, “our”, the “Company” or the “Registrant”) was
incorporated in the State of Delaware on February 4, 2008. Since inception, the
Company has been engaged in organizational efforts and obtaining initial
financing. The Company was formed as a vehicle to pursue a business combination
and has made no efforts to identify a possible business combination. As a
result, the Company has not conducted negotiations or entered into a letter of
intent concerning any target business. The business purpose of the Company is to
seek the acquisition of, or merger with, an existing company. The Company
selected December 31 as its fiscal year end.
The
Company, based on proposed business activities, is a “blank check” company. The
SEC defines those companies as "any development stage company that is issuing a
penny stock, within the meaning of Section 3(a)(51) of the Exchange Act, and
that has no specific business plan or purpose, or has indicated that its
business plan is to merge with an unidentified company or companies." Many
states have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective jurisdictions. The
Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act
as a company with no or nominal assets (other than cash) and no or nominal
operations. Management does not intend to undertake any efforts to cause a
market to develop in our securities, either debt or equity, until we have
successfully concluded a business combination. The Company intends to comply
with the periodic reporting requirements of the Exchange Act for so long as we
are subject to those requirements.
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
The analysis of new business
opportunities is undertaken by or under the supervision of the officers and
directors of the Company. As of this date the Company has not entered
into any definitive agreement with any party. The Company has
unrestricted flexibility in seeking, analyzing and participating in potential
business opportunities. In its efforts to analyze potential acquisition targets,
the Company will consider the following kinds of factors:
(a) Potential
for growth, indicated by new technology, anticipated market expansion or new
products;
(b) Competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole;
(c) Strength
and diversity of management, either in place or scheduled for
recruitment;
(d) Capital
requirements and anticipated availability of required funds, to be provided by
the Company or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other
sources;
(e) The
cost of participation by the Company as compared to the perceived tangible and
intangible values and potentials;
(f) The
extent to which the business opportunity can be advanced;
3
(g)
The accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items; and
(h) Other
relevant factors.
In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Company's limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.
FORM OF
ACQUISITION
The
manner in which the Company participates in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of the Company and
the promoters of the opportunity, and the relative negotiating strength of the
Company and such promoters.
It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of common stock or other securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the "Code") depends upon
whether the owners of the acquired business own 80% or more of the voting stock
of the surviving entity. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under the
Code, all prior stockholders would in such circumstances retain 20% or less of
the total issued and outstanding shares of the surviving entity. Under other
circumstances, depending upon the relative negotiating strength of the parties,
prior stockholders may retain substantially less than 20% of the total issued
and outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the Company
prior to such reorganization.
The
present stockholders of the Company will likely not have control of a majority
of the voting securities of the Company following a reorganization transaction.
As part of such a transaction, all or a majority of the Company's directors may
resign and one or more new directors may be appointed without any vote by
stockholders.
In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding securities. The necessity to
obtain such stockholder approval may result in delay and additional expense in
the consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.
It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation might not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.
We
presently have no employees apart from our management. Our officers and
directors are engaged in outside business activities and anticipate that they
will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.
4
Item 1A. Risk Factors
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
Item
1B. Unresolved Staff Comments
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
Item
2. Description of Property.
The
Company neither rents nor owns any properties. The Company utilizes the office
space and equipment of its management at no cost. Management estimates such
amounts to be de minimus. The Company currently has no policy with
respect to investments or interests in real estate, real estate mortgages or
securities of, or interests in, persons primarily engaged in real estate
activities.
Item
3. Legal Proceedings.
To the best knowledge of our officers
and directors, the Company is not a party to any legal proceeding or
litigation.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
PART
II
Item
5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities.
Common
Stock
Our
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
of common stock, par value $.0001 per share (the “Common Stock”). The
Common Stock is not listed on a publicly-traded market. As of March
30, 2010, there was 1 holder of record of the Common Stock.
Preferred
Stock
Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of preferred stock, par value $.0001 per share (the “Preferred
Stock”). The Company has not yet issued any of its preferred
stock.
Dividend
Policy
The
Company has not declared or paid any cash dividends on its common stock and does
not intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company’s earnings, if any, its capital requirements and
financial condition and such other factors as the Board of Directors may
consider.
5
Securities
Authorized for Issuance under Equity Compensation Plans
The
Company does not have any equity compensation plans or any individual
compensation arrangements with respect to its common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion of
our Board of Directors, which has the power to issue any or all of our
authorized but unissued shares without stockholder approval.
Recent
Sales of Unregistered Securities
On
February 4, 2008, the Registrant sold 5,000,000 shares of Common Stock to MPM
Asset Management for an aggregate purchase price equal to $50,000. The
Registrant sold these shares of Common Stock under the exemption from
registration provided by Section 4(2) of the Securities Act.
No
securities have been issued for services. Neither the Registrant nor any person
acting on its behalf offered or sold the securities by means of any form of
general solicitation or general advertising. No services were performed by any
purchaser as consideration for the shares issued.
Issuer
Purchases of Equity Securities
None.
Item
6. Selected Financial Data
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
Item
7. Management’s Discussion and Analysis of Financial Condition and
Results of Operation
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict our potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.
The Company currently does not engage
in any business activities that provide cash flow. During the next
twelve months we anticipate incurring costs related to:
(i) filing
Exchange Act reports, and
(ii) investigating,
analyzing and consummating an acquisition.
We believe we will be able to meet
these costs through use of funds in our treasury, through deferral of fees by
certain service providers and additional amounts, as necessary, to be loaned to
or invested in us by our stockholders, management or other
investors.
The Company may consider acquiring a
business which has recently commenced operations, is a developing company in
need of additional funds for expansion into new products or markets, is seeking
to develop a new product or service, or is an established business which may be
experiencing financial or operating difficulties and is in need of additional
capital. In the alternative, a business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital
but which desires to establish a public trading market for its shares while
avoiding, among other things, the time delays, significant expense, and loss of
voting control which may occur in a public offering.
6
Any target business that is selected
may be a financially unstable company or an entity in its early stages of
development or growth, including entities without established records of sales
or earnings. In that event, we will be subject to numerous risks inherent in the
business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, we may effect a business combination
with an entity in an industry characterized by a high level of risk, and,
although our management will endeavor to evaluate the risks inherent in a
particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.
The Company anticipates that the
selection of a business combination will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in some
industries and shortages of available capital, our management believes that
there are numerous firms seeking even the limited additional capital which we
will have and/or the perceived benefits of becoming a publicly traded
corporation. Such perceived benefits of becoming a publicly traded corporation
include, among other things, facilitating or improving the terms on which
additional equity financing may be obtained, providing liquidity for the
principals of and investors in a business, creating a means for providing
incentive stock options or similar benefits to key employees, and offering
greater flexibility in structuring acquisitions, joint ventures and the like
through the issuance of stock. Potentially available business combinations may
occur in many different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
Liquidity
and Capital Resources
As of December 31, 2009, the Company
had assets equal to $100, comprised exclusively of cash. This
compares with assets of $3,100, comprised exclusively of cash and prepaid
expenses, as of December 31, 2008. The Company’s current liabilities
as of December 31, 2009 totaled $37,445, comprised exclusively of monies due to
stockholder. This compares with current liabilities of $8,452,
comprised exclusively of monies due to stockholder, as of December 31,
2008. The Company can provide no assurance that it can continue to
satisfy its cash requirements for at least the next twelve months.
The following is a summary of the
Company's cash flows provided by (used in) operating, investing, and financing
activities for the year ended December 31, 2009, the period February 4, 2008
(Inception) through December 31, 2008, and for the cumulative period February 4,
2008 (Inception) through December 31, 2009.
|
Fiscal Year
Ended
December 31,
2009
|
Period
February 4, 2008
(Inception)
through
December 31,
2008
|
Cumulative
Period
February 4, 2008
(Inception)
through
December 31,
2009
|
||||||||||
|
Net
Cash (Used in) Operating Activities
|
$ | (28,993 | ) | $ | (58,352 | ) | $ | (87,345 | ) | |||
|
Net
Cash (Used in) Investing Activities
|
- | - | - | |||||||||
|
Net
Cash Provided by Financing Activities
|
28,993 | 58,452 | $ | 87,445 | ||||||||
|
Net
Increase in Cash
|
$ | - | $ | 100 | $ | 100 | ||||||
The Company has nominal assets and has
generated no revenues since inception. The Company is also dependent upon the
receipt of capital investment or other financing to fund its ongoing operations
and to execute its business plan of seeking a combination with a private
operating company. In addition, the Company is dependent upon certain related
parties to provide continued funding and capital resources. If continued funding
and capital resources are unavailable at reasonable terms, the Company may not
be able to implement its plan of operations.
7
Results
of Operations
The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from February 4, 2008 (Inception) to December 31,
2009. It is unlikely the Company will have any revenues unless it is
able to effect an acquisition or merger with an operating company, of which
there can be no assurance. It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going
concern. The Company’s plan of operation for the next twelve months shall
be to continue its efforts to locate suitable acquisition
candidates.
For the
fiscal year ended December 31, 2009, the Company had a net loss of $31,993
comprised exclusively of legal, accounting, audit, and other professional
service fees incurred in relation to the preparation and filing of the Company’s
periodic reports.
For the
period from February 4, 2008 (Inception) to December 31, 2008, the Company had a
net loss of $55,352, comprised exclusively of legal, accounting, audit, and
other professional service fees incurred in relation to the formation of the
Company, the filing of the Company’s Registration Statement on Form 10 in April
of 2008 and the filing of the Company’s periodic reports.
For the
period from February 4, 2008 (Inception) to December 31, 2009, the Company had a
net loss of
$87,345
comprised exclusively of legal, accounting, audit, and other professional
service fees incurred in relation to the formation of the Company, the filing of
the Company’s Registration Statement on Form 10 in April of 2008 and the filing
of the Company’s periodic reports.
Off-Balance
Sheet Arrangements
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 is material to
investors.
Contractual
Obligations
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.
Item
7A. Quantitative and Qualitative Disclosures about Market
Risk.
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.
Item
8. Financial Statements and Supplementary Data.
Audited financial statements begin on
the following page of this report.
8
MPM
ACQUISITION CORP.
(A
Development Stage Company)
INDEX
TO FINANCIAL STATEMENTS
|
Page
|
|
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
Balance
Sheet
|
F-3
|
|
Statement
of Operations
|
F-4
|
|
Statement
of Changes in Stockholder's Equity (Deficit)
|
F-5
|
|
Statement
of Cash Flows
|
F-6
|
|
Notes
to Financial Statements
|
F-7
|
F-1
Report
of Independent Registered Public Accounting Firm
To the
Board of Directors and Stockholders of
MPM
Acquisition Corp.
Boston,
Massachusetts
We have
audited the accompanying balance sheets of MPM Acquisition Corp. (A Development
Stage Company) (the “Company”) as of December 31, 2009 and 2008, and the related
statements of operations, stockholder’s equity (deficit), and cash flows for the
year ended December 31, 2009, the period February 4, 2008 (Inception) through
December 31, 2008, and the cumulative period February 4, 2008 (Inception)
through December 31, 2009. The Company’s management is responsible for these
financial statements. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of MPM Acquisition Corp. as of
December 31, 2009 and 2008, and the results of its operations and its cash flows
for the year ended December 31, 2009, the period February 4, 2008 (Inception)
through December 31, 2008, and the cumulative period February 4, 2008
(Inception) through December 31, 2009, in conformity with accounting principles
generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company is in the development stage and has incurred net losses
since inception. This raises substantial doubt about its ability to continue as
a going concern. Management’s plans in regards to these matters are also
described in Note 3. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
|
/s/
Raich Ende Malter & Co. LLP
|
|
Raich
Ende Malter & Co. LLP
|
|
New
York, New York
|
|
March
23, 2010
|
F-2
MPM
Acquisition Corp.
(A
Development Stage Company)
Balance
Sheet
|
December
31, 2009
|
December
31, 2008
|
|||||||
|
Assets
|
||||||||
|
Current
Assets:
|
||||||||
|
Cash
|
$ | 100 | $ | 100 | ||||
|
Prepaid
expenses
|
- | 3,000 | ||||||
|
Total
Assets
|
$ | 100 | $ | 3,100 | ||||
|
Liabilities and Stockholder's Equity
(Deficit)
|
||||||||
|
Current
Liabilities:
|
||||||||
|
Due
to stockholder
|
$ | 37,445 | $ | 8,452 | ||||
|
Stockholder's
Equity (Deficit)
|
||||||||
|
Preferred
stock - $.0001 par value - 10,000,000 shares authorized; no shares issued
and outstanding
|
- | - | ||||||
|
Common
stock - $.0001 par value - 100,000,000 shares authorized; 5,000,000 shares
issued and outstanding
|
500 | 500 | ||||||
|
Additional
paid-in capital
|
49,500 | 49,500 | ||||||
|
(Deficit)
accumulated during the development stage
|
(87,345 | ) | (55,352 | ) | ||||
|
Total
Stockholder's Equity (Deficit)
|
(37,345 | ) | (5,352 | ) | ||||
|
Total
Liabilities and Stockholder's Equity (Deficit)
|
$ | 100 | $ | 3,100 | ||||
SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F-3
MPM
Acquisition Corp.
(A
Development Stage Company)
Statement
of Operations
|
Year Ended
December
31, 2009
|
Period
February 4,
2008
(Inception)
through
December
31, 2008
|
Period
February 4,
2008
(Inception)
through
December
31, 2009
|
||||||||||
|
General
and Administrative Expenses
|
$ | 31,993 | $ | 55,352 | $ | 87,345 | ||||||
|
Net
(Loss)
|
$ | (31,993 | ) | $ | (55,352 | ) | $ | (87,345 | ) | |||
|
Basic
and Diluted (Loss) per Share
|
* | $ | (0.01 | ) | ||||||||
|
Basic
and Diluted Weighted Average Number of Common Shares
Outstanding
|
5,000,000 | 5,000,000 | ||||||||||
* Less
than $.01 per share
SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F-4
MPM
Acquisition Corp.
(A
Development Stage Company)
Statement
of Changes in Stockholder's Equity (Deficit)
Period
February 4, 2008 (Inception) through December 31, 2009
|
(Deficit)
|
||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||
|
Additional
|
During the
|
|||||||||||||||||||
|
Common Stock
|
Paid-in
|
Development
|
Stockholder's
|
|||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
Equity (Deficit)
|
||||||||||||||||
|
Issuance
of Common Stock
|
5,000,000 | $ | 500 | $ | 49,500 | $ | - | $ | 50,000 | |||||||||||
|
Net
(Loss)
|
- | - | - | (55,352 | ) | (55,352 | ) | |||||||||||||
|
Balance,
December 31, 2008
|
5,000,000 | 500 | 49,500 | (55,352 | ) | (5,352 | ) | |||||||||||||
|
Net
(Loss)
|
- | - | - | (31,993 | ) | (31,993 | ) | |||||||||||||
|
Balance,
December 31, 2009
|
5,000,000 | $ | 500 | $ | 49,500 | $ | (87,345 | ) | $ | (37,345 | ) | |||||||||
SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F-5
MPM
Acquisition Corp.
(A
Development Stage Company)
Statement
of Cash Flows
|
Year Ended
December 31,
2009
|
Period February
4, 2008
(Inception)
through
December 31,
2008
|
Period February
4, 2008
(Inception)
through
December
31, 2009
|
||||||||||
|
Cash
Flows from Operating Activities
|
||||||||||||
|
Net
(Loss)
|
$ | (31,993 | ) | $ | (55,352 | ) | $ | (87,345 | ) | |||
|
Adjustment
to reconcile net (loss) to net cash used in operating
activities:
|
||||||||||||
|
(Increase)
decrease in prepaid expenses
|
3,000 | (3,000 | ) | - | ||||||||
|
Net
Cash Used in Operating Activities
|
(28,993 | ) | (58,352 | ) | (87,345 | ) | ||||||
|
Cash
Flows from Financing Activities
|
||||||||||||
|
Advances
from stockholder
|
28,993 | 8,452 | 37,445 | |||||||||
|
Proceeds
from issuance of common stock
|
- | 50,000 | 50,000 | |||||||||
|
Net
Cash Provided By Financing Activities
|
28,993 | 58,452 | 87,445 | |||||||||
|
Increase
in cash
|
- | 100 | 100 | |||||||||
|
Cash,
beginning of period
|
100 | - | - | |||||||||
|
Cash,
end of period
|
$ | 100 | $ | 100 | $ | 100 | ||||||
SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F-6
MPM
Acquisition Corp.
(A
Development Stage Company)
Notes
to Financial Statements
Note 1 – Development Stage
Company:
MPM
Acquisition Corp., a development stage company (the “Company”), was incorporated
in the State of Delaware on February 4, 2008. The Company is inactive
and plans to acquire an existing company or acquire technology to begin
operations. The Company is in the development stage.
Note 2 – Summary of
Accounting Policies:
Use of
Estimates: The preparation of the financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
amounts of assets and liabilities and disclosure of contingent asset and
liabilities at the date of the financial statements and revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Income
Taxes: The Company utilizes the liability method of accounting
for income taxes. Under the liability method, deferred tax assets and
liabilities are determined based on the differences between financial reporting
basis and tax basis of the assets and liabilities and are measured using enacted
tax rates that will be in effect when the differences are expected to
reverse. A valuation allowance is provided when it is more likely
than not, that such tax benefits will not be realized.
The
Company recognizes the financial statement benefit of an uncertain tax position
only after considering the probability that a tax authority would sustain the
position in an examination. For tax positions meeting a "more-likely-than-not"
threshold, the amount recognized in the financial statements is the benefit
expected to be realized upon settlement with the tax authority. For tax
positions not meeting the threshold, no financial statement benefit is
recognized. The Company recognizes interest and penalties, if any, related
to uncertain tax positions in income tax expense. As of December 31,
2009, the Company is unaware of any uncertain tax positions.
Loss per Common
Share: Basic loss per share is calculated using the
weighted-average number of common shares outstanding during each
period. Diluted loss per share includes potentially dilutive
securities such as outstanding options and warrants, using various methods such
as the treasury stock or modified treasury stock method in the determination of
dilutive shares outstanding during each period. The Company does not
have any potentially dilutive securities.
Fair Value of Financial
Instruments: The Company adopted the Financial Accounting
Standards Board Fair Value Measurements, as it applies to its financial
statements. This standard defines fair value, outlines a framework
for measuring fair value, and details the required disclosures about fair value
measurements.
Fair
value is defined as the price that would be received to sell an asset, or paid
to transfer a liability, in an orderly transaction between market participants
at the measurement date in the principal or most advantageous
market. The standard establishes a hierarchy in determining the fair
value of an asset or liability. The fair value hierarchy has three
levels of inputs, both observable and unobservable. The standard
requires the utilization of the lowest possible level of input to determine fair
value. Level 1 inputs include quoted market prices in an active
market for identical assets or liabilities. Level 2 inputs are market
data, other than Level 1, that are observable either directly or
indirectly. Level 2 inputs include quoted market prices for similar
assets or liabilities, quoted market prices in an inactive market, and other
observable information that can be corroborated by market data. Level
3 inputs are unobservable and corroborated by little or no market
data.
F-7
The
carrying value of current assets and liabilities approximate fair value due to
the short period of time to maturity.
Recent Accounting
Pronouncements: Management does not believe that any recently issued, but
not yet effective accounting pronouncements, if adopted, would have a material
effect on the accompanying financial statements.
Note 3 – Going
Concern:
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the recoverability of
assets and the satisfaction of liabilities in the normal course of business. The
Company is in the development stage and has accumulated net losses from
inception of $87,345, which, among other factors, raises substantial doubt about
the Company’s ability to continue as a going concern. The ability of the Company
to continue as a going concern is dependent upon management’s plan to find a
suitable acquisition or merger candidate, raise additional capital from the sale
of stock, receive additional loans from its shareholder, and ultimately, income
from operations. The accompanying financial statements do not include any
adjustments that might be required should the Company be unable to recover the
value of its assets or satisfy its liabilities.
Note 4 –
Related Party Transactions:
Due to
stockholder consists of interest-free demand loans from the stockholder to the
Company.
The
Company utilizes the office space and equipment of its sole stockholder at no
cost. Management estimates such amounts to be de
minimus.
Note 5 –
Preferred Stock:
On
February 4, 2008, the Company authorized ten million (10,000,000) shares of
$.0001 par value preferred stock with designations, voting and other rights and
preferences to be determined from time to time by the board of directors of the
Company.
Note 6 –
Common Stock:
On
February 4, 2008, the Company authorized one hundred million (100,000,000)
shares of common stock. On February 4, 2008, the Company issued five million
(5,000,000) shares of common stock for $50,000.
Note 7 –
Income Taxes:
As of
December 31, 2009, the Company has a net operating loss carry-forward, available
to reduce future federal and state taxable income through 2029, of approximately
$87,000.
The
Company has approximately $33,000 and $21,000 in deferred tax assets at December
31, 2009 and 2008, respectively, resulting from the net operating loss
carry-forward. The Company is uncertain whether it will realize any future tax
benefit of its deferred tax assets and, accordingly, a full valuation allowance
was provided against the Company’s deferred tax assets.
The
Company currently has no federal or state tax examinations in progress nor has
it had any federal or state examinations since its inception. All of
the Company’s tax years are subject to federal and state tax
examination.
F-8
For the
period February 4, 2008 (inception) through December 31, 2009, the difference
between the tax provision at the statutory Federal income tax rate and the tax
provision attributable to loss before income taxes is as follows:
|
Period
|
Period
|
|||||||||||
|
February 4, 2008
|
February 4, 2008
|
|||||||||||
|
Year Ended
|
(Inception) through
|
(Inception) through
|
||||||||||
|
December 31, 2009
|
December 31, 2008
|
December 31, 2009
|
||||||||||
|
Statutory
Federal income taxes
|
$ | (11,000 | ) | $ | (19,000 | ) | $ | (30,000 | ) | |||
|
State
taxes, net of Federal benefits
|
(1,000 | ) | (2,000 | ) | (3,000 | ) | ||||||
|
Valuation
allowance
|
12,000 | 21,000 | 33,000 | |||||||||
|
Income
tax
|
- | - | - | |||||||||
Note 8 – Subsequent
Events:
Subsequent
events have been evaluated through the time of the filing of our Annual Report
on Form 10-K.
F-9
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
There are
not and have not been any disagreements between the Company and its accountants
on any matter of accounting principles, practices or financial statement
disclosure.
Item
9A(T). Controls and Procedures.
Evaluation of Disclosure
Controls and Procedures
The
Company’s management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by the Company in the reports that the Company files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and
forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer’s management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
In
accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
completed under the supervision and with the participation of the Company’s
management, including the Company’s President, Principal Financial Officer and
Secretary, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of the end of the period covered by this
Annual Report. Based on that evaluation, the Company’s management
including the President, Principal Financial Officer and Secretary, concluded
that the Company’s disclosure controls and procedures were effective in
providing reasonable assurance that information required to be disclosed in the
Company’s reports filed or submitted under the Exchange Act was recorded,
processed, summarized, and reported within the time periods specified in the
Commission’s rules and forms.
Evaluation of Internal
Controls and Procedures
Our management is also responsible for
establishing and maintaining adequate internal control over financial
reporting. The Company’s internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
Our
internal control over financial reporting includes those policies and procedures
that:
|
|
·
|
Pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
Company;
|
|
|
·
|
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 the Company’s management
and directors; and
|
|
|
·
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have
a material effect on the financial
statements.
|
As of December 31, 2009, we carried out
an evaluation of the effectiveness of our internal control over financial
reporting based on the framework in “Internal Control-Integrated Framework”
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation, our management concluded that our internal control over
financial reporting was effective as of December 31, 2009.
9
This annual report does not include an
attestation report of the Company’s registered public accounting firm regarding
internal control over financial reporting. Management’s report was
not subject to attestation by the Company’s registered public accounting firm
pursuant to temporary rules of the Securities Exchange Commission that permit
the company to provide only management’s report in this annual
report.
Changes in Internal Controls
over Financial Reporting
There
have been no significant changes to the Company’s internal controls over
financial reporting that occurred during our last fiscal quarter of the year
ended December 31, 2009, that materially affected, or were reasonably likely to
materially affect, our internal controls over financial reporting.
Item
9B. Other Information.
None.
PART
III
Item
10. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.
(a) Identification
of Directors and Executive Officers. The following table sets forth
certain information regarding the Company’s directors and executive
officers:
|
Name
|
Age
|
Position
|
||
|
Dr.
Steven St. Peter
|
42 |
President
and Director
|
||
|
John
Vander Vort
|
44
|
Secretary
and
Director
|
The
Company’s officers and directors are elected annually for a one year term or
until their respective successors are duly elected and qualified or until
their earlier resignation or removal.
Dr. Steven St. Peter, the
Company’s President and Director, is currently a General Partner of MPM Asset
Management, a venture capital company. Dr. St. Peter has served in this position
since January 2004. MPM Asset Management advises its individual funds, including
MPM Capital. Prior to joining MPM Asset Management, from October 2001 until
December 2003, Dr. St. Peter worked as Principal of Apax Partners. Prior to
joining Apax Partners, Dr. St. Peter was a senior associate at the Carlyle
Group, a private equity firm. He completed his Doctor of Medicine at Washington
University and his residency and fellowship at the Hospital of the University of
Pennsylvania. Prior to his medical training, he was an investment banker at
Merrill Lynch. He also holds an M.B.A. from the Wharton School of the University
of Pennsylvania and a B.A. in Chemistry from the University of
Kansas.
Additionally,
Dr. St. Peter currently serves as director of the following companies: Helicos
(NASDAQ: HLCS), Omrix (NASDAQ: OMRI), PharmAthene (ASE: PIP), Syndax, Xanodyne,
EKR Therapeutics and the New England Venture Capital
Association.
10
John W. Vander Vort, the
Company’s Secretary and Director, is currently a General Partner and Chief
Operating Officer of MPM Asset Management, a venture capital company. Mr. Vander
Vort has served in this position since May 2005. Prior to joining MPM Asset
Management, from May 2003 until May 2005, he worked as Portfolio Manager for
DuPont Capital Management. Prior to that, he was a General Partner and
Co-Founder of BlueStream Ventures, a venture capital firm. Previously, he was a
Managing Director at Dain Rauscher Wessels (now the Royal Bank of Canada) where he ran the West
Coast Networking and Communications Investment Banking Group and served as an
advisor to leading venture-backed technology companies. Mr. Vander Vort began
his career as a corporate transaction attorney in the San Francisco office of
Cooley Godward, where he represented venture capital firms and venture-backed
companies. Mr. Vander Vort earned his B.A. from Amherst College and his J.D.
from The University of Chicago Law School.
(b) Significant
Employees.
As of the date hereof, the Company has
no significant employees.
(c) Family
Relationships.
There are no family relationships among
directors, executive officers, or persons nominated or chosen by the issuer to
become directors or executive officers.
(d) Involvement
in Certain Legal Proceedings.
There have been no events under any
bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or
decrees material to the evaluation of the ability and integrity of any director,
executive officer, promoter or control person of Registrant during the past five
years.
Compliance
with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act
requires the Company’s directors and officers, and persons who beneficially own
more than 10% of a registered class of the Company’s equity securities, to file
reports of beneficial ownership and changes in beneficial ownership of the
Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and
greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on the Company’s review of
the copies of the forms received by it during the fiscal year ended
December 31, 2008 and written representations that no other reports were
required, the Company believes that no person who, at any time during such
fiscal year, was a director, officer or beneficial owner of more than 10% of the
Company’s common stock failed to comply with all Section 16(a) filing
requirements during such fiscal years.
Code
of Ethics
We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions in that our officers and
directors serve in these capacities.
Nominating
Committee
We have not adopted any procedures by
which security holders may recommend nominees to our Board of
Directors.
Audit
Committee
The Board of Directors acts as the
audit committee. The Company does not have a qualified financial expert at this
time because it has not been able to hire a qualified candidate. Further, the
Company believes that it has inadequate financial resources at this time to hire
such an expert. The Company intends to continue to search for a
qualified individual for hire.
11
Item
11. Executive Compensation.
The
following table sets forth the cash and other compensation paid by the Company
to its President and all other executive officers who earned annual compensation
exceeding $100,000 for services rendered during the fiscal year ended December
31, 2009 and December 31, 2008.
|
Name and Position
|
Year
|
Cash Compensation
|
Other Compensation
|
|||
|
Dr.
Steven St. Peter, President and Director
|
2009
|
None
|
None
|
|||
|
John
Vander Vort, Secretary and Director
|
2009
|
None
|
None
|
Director
Compensation
We do not currently pay any cash fees
to our directors, nor do we pay directors’ expenses in attending board
meetings.
Employment
Agreements
The
Company is not a party to any employment agreements.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
(a) The following tables set forth certain
information as of March 30, 2010, regarding (i) each person known by the Company
to be the beneficial owner of more than 5% of the outstanding shares of Common
Stock, (ii) each director, nominee and executive officer of the Company and
(iii) all officers and directors as a group.
|
Amount and Nature of
|
Percentage
|
|||||||
|
Name and Address
|
Beneficial Ownership
|
of Class
|
||||||
|
Dr.
Luke Evnin
|
5,000,000 | (1) | 100 | % | ||||
|
200
Clarendon Street, 54th
Floor
|
||||||||
|
Boston,
Massachusetts 02116
|
||||||||
|
Dr.
Ansbert Gadicke
|
5,000,000 | (2) | 100 | % | ||||
|
200
Clarendon Street, 54th
Floor
|
||||||||
|
Boston,
Massachusetts 02116
|
||||||||
|
Dr.
Steven St. Peter (3)
|
0 | 0 | % | |||||
|
200
Clarendon Street, 54th
Floor
|
||||||||
|
Boston,
Massachusetts 02116
|
||||||||
|
John
W. Vander Vort (4)
|
0 | 0 | % | |||||
|
200
Clarendon Street, 54th
Floor
|
||||||||
|
Boston,
Massachusetts 02116
|
||||||||
|
All
Officers and
|
0 | 0 | % | |||||
|
Directors
as a group
|
||||||||
|
(2
individuals)
|
||||||||
12
|
|
(1)
|
Represents
the shares of Common Stock owned of record by MPM Asset Management LLC
(“MPM Asset Management”), which is currently owned and managed by MPM
Capital LP (“MPM Capital”). MPM Capital has voting and investment control
over the securities owned by MPM Asset Management and therefore may be
deemed a beneficial owner of MPM Asset Management’s shares of Common
Stock. MPM Capital’s general partner is Medical Portfolio Management, LLC
(“MPM LLC”) and, therefore, MPM LLC may be deemed a beneficial owner of
MPM Asset Management’s shares of Common Stock. MPM LLC is controlled by
Dr. Luke Evnin and Dr. Ansbert Gadicke. Dr. Evnin has shared voting and
investment control of the securities owned by MPM LLC and therefore may be
deemed a beneficial owner thereof.
|
|
|
(2)
|
Represents
the shares of Common Stock owned of record by MPM Asset Management.
Similar to Dr. Evnin, Dr. Gadicke shares the investment and voting control
of the shares of Common Stock beneficially owned by MPM Asset Management,
MPM Capital and MPM LLC and therefore may be a deemed beneficial owner
thereof.
|
|
|
(3)
|
Dr.
Steven St. Peter, an employee of MPM Asset Management, serves as our
President and director.
|
|
|
(4)
|
Mr.
Vander Vort, an employee of MPM Asset Management, serves as our Secretary
and director.
|
|
(b)
|
The
Company currently has not authorized any compensation plans or individual
compensation arrangements.
|
Item
13. Certain Relationships and Related Transactions.
Except as
otherwise indicated herein, there have been no related party transactions, or
any other transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-K.
Director
Independence
The Company is not a listed issuer
whose securities are listed on a national securities exchange, or an
inter-dealer quotation system which has requirements that a majority of the
board of directors be independent. Under NASDAQ Rule 5605(a)(2)(A), a director
is not considered to be independent if he or she also is an executive officer or
employee of the corporation. Under such definition, our directors, Steven St. Peter and John Vander Vort would not be
considered independent as they also serve as executive officers of the
Company.
Item
14. Principal Accounting Fees and Services
Raich Ende Malter & Co. LLP
(“Raich Ende”) is the Company's independent registered public accounting
firm.
13
Audit
Fees
The
aggregate fees billed by Raich Ende for professional services rendered for the
audit of our annual financial statements and review of financial statements
included in our quarterly reports on Form 10-Q or services that are normally
provided in connection with statutory and regulatory filings were approximately
$17,250 for the fiscal year ended December 31, 2009 and $33,000 for the fiscal
year ended December 31, 2008.
Audit-Related
Fees
There
were no fees billed
by Raich Ende for
assurance and related services that are reasonably related to the performance of
the audit or review of the Company’s financial statements for the fiscal years
ended December 31, 2009 and December 31, 2008.
Tax
Fees
The
aggregate fees billed by Raich
Ende for
professional services for tax compliance, tax advice, and tax planning were
approximately $800 for the fiscal years ended December 31, 2009 and $1,500 for
December 31, 2008.
All
Other Fees
There
were no fees billed by Raich
Ende for other
products and services for the fiscal years ended December 31, 2009 and December
31, 2008.
Audit
Committee’s Pre-Approval Process
The Board of Directors acts as
the audit committee of the Company, and accordingly, all services are approved
by all the members of the Board of Directors.
Part
IV
Item
15. Exhibits, Financial Statement Schedules
(a) We
set forth below a list of our audited financial statements included in Item 8 of
this annual report on Form 10-K.
|
Statement
|
Page*
|
|
|
Index
to Financial Statements
|
F-1
|
|
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
|
Balance
Sheets
|
F-3
|
|
|
Statement
of Operations
|
F-4
|
|
|
Statement
of Changes in Stockholder’s Equity (Deficit)
|
F-5
|
|
|
Statement
of Cash Flows
|
F-6
|
|
|
Notes
to Financial Statements
|
|
F-7
|
14
*Page F-1
follows page 9 to this annual report on Form 10-K.
(b) Index
to Exhibits required by Item 601 of Regulation S-K.
|
Exhibit
|
Description
|
|
|
*3.1
|
Certificate
of Incorporation
|
|
|
*3.2
|
By-laws
|
|
|
31.1
|
Certification
of the Company’s Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
Report on Form 10-K for the year ended December 31,
2009
|
|
|
31.2
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
Report on Form 10-K for the year ended December 31,
2009
|
|
|
32.1
|
Certification
of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
2002
|
|
|
32.2
|
Certification
of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
2002
|
|
*
|
Filed
as an exhibit to the Company's registration statement on Form 10, as filed
with the SEC on April 6, 2008, and incorporated herein by this
reference.
|
15
SIGNATURES
In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
MPM
ACQUISITION CORP.
|
||
|
Dated:
March 30, 2010
|
By:
|
/s/ Steven St. Peter
|
|
Steven
St. Peter
|
||
|
President
and Director
|
||
|
Principal
Executive Officer
|
||
|
Principal
Financial Officer
|
||
In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
|
Title
|
Date
|
|||
|
/s/ Steven St.
Peter
|
President
and Director
|
March
30, 2010
|
||
|
Steven
St. Peter
|
||||
|
/s/ John Vander
Vort
|
Secretary
and Director
|
March
30, 2010
|
||
|
John
Vander Vort
|
16