Attached files

file filename
EX-32.1 - USA REIT 03-31-10 FORM 10Q, EX 32 - USA REAL ESTATE INVESTMENT TRUST /CAq033110_ex32.htm
EX-31.1 - USA REIT 03-31-10 FORM 10Q, EX 31 - USA REAL ESTATE INVESTMENT TRUST /CAq033110_ex31.htm



 
 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
     
þ
 
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
for the quarterly period ended March 31, 2010 or

     
o
 
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 0-20488

USA REAL ESTATE INVESTMENT TRUST
(Exact Name of Registrant as Specified in Its Charter)
     
California
 
68-0420085
(State or Other Jurisdiction of Incorporation or
 
(I.R.S. Employer Identification No.)
Organization)
   

641 Fulton Avenue, Suite 200
Sacramento, CA  95825
(Address of Principal Executive Offices, Including Zip Code)

(916) 761-4992
(Registrant’s Telephone Number, Including Area Code)

     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.  oYes     þ No

 
     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      
o Yes     o No

     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. (Check one):
             
Large accelerated filer  o
 
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company þ
             
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes     þ No

     As of May 17, 2010, 18,007 shares of the registrant’s common stock were outstanding.

 
 
 

 

PART I.  FINANCIAL INFORMATION

USA REAL ESTATE INVESTMENT TRUST
Balance Sheets



   
March 31,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
   
(Audited)
 
Assets
           
             
Real estate owned
  $ 6,005,231     $ 5,971,336  
Real estate loan
    600,000       600,000  
Interest receivable
    35,800       40,800  
Cash
    107,591       217,309  
Total assets
  $ 6,748,622     $ 6,829,445  
                 
Liabilities and Shareholders' Equity
               
                 
Liabilities:
               
Accounts payable
  $ 139,979     $ 122,791  
Note payable
    300,000       300,000  
Total liabilities
    439,979       422,791  
                 
Commitments and Contingencies
               
                 
Shareholders' equity:
               
Shares of beneficial interest, par value $1 per share;
62,500 shares authorized; 18,007 shares outstanding
    18,007       18,007  
Additional paid-in capital
    26,355,335       26,355,335  
Distributions in excess of cumulative net income
    ( 20,064,699 )     ( 19,966,688 )
Total shareholders’ equity
    6,308,643       6,406,654  
                 
Total liabilities and shareholders’ equity
  $ 6,748,622     $ 6,829,445  




See notes to financial statements.

Page  2 of 12
 
 

 

USA REAL ESTATE INVESTMENT TRUST
Statements of Operations
(Unaudited)




   
Three Months Ended
March 31,
 
   
2010
   
2009
 
 
           
             
Revenues:
           
Interest income
  $ --     $ 20,864  
                 
Expenses:
               
General and administrative expenses
    90,140       100,929  
Operating expense
    7,891       48,591  
      98,011       149,520  
                 
Net loss
  $ ( 98,011 )   $ ( 128,656 )
                 
                 
Net loss per share
  $ (5.44 )   $ ( 7.14 )
                 
                 
Weighted-average number of shares outstanding
    18,007       18,007  
                 
                 
Distributions per share
  $ 0.00     $ 8.00  
                 
                 
See notes to financial statements.
               


Page  3 of 12
 
 

 

USA REAL ESTATE INVESTMENT TRUST
Statements of Cash Flows
(Unaudited)



   
Three Months Ended
March 31,
 
   
2010
   
2009
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ ( 98,011 )   $ ( 128,656 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
 
               
Changes in operating assets and liabilities:
               
 Decrease (increase) in interest receivable
    5,000       ( 15,058 )
 Increase (decrease) in accounts payable
    17,188       ( 42,358 )
                 
Net cash used in operating activities
    ( 75,823 )     ( 186,072 )
                 
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Investments in real estate owned
    ( 33,895 )     ( 22,093 )
                 
Net cash used in investing activities
    ( 33,895 )     ( 22,093 )
                 
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Distributions paid
    --       ( 144,058 )
                 
Net cash used in financing activities
    --       ( 144,058 )
                 
NET DECREASE IN CASH
    ( 109,718 )     ( 352,223 )
                 
CASH AT BEGINNING OF PERIOD
    217,309       862.537  
                 
CASH AT END OF PERIOD
  $ 107,591     $ 510,314  
                 
                 
                 
See notes to financial statements.
               


Page  4 of 12
 
 

 


USA REAL ESTATE INVESTMENT TRUST
Notes to Financial Statements

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL:  USA Real Estate Investment Trust (the "Trust") was organized under the laws of the State of California pursuant to a Declaration of Trust dated October 7, 1986.  The Trust commenced operations on October 19, 1987, upon the sale of the minimum offering amount of shares of beneficial interest.   The Trust is a self-administered, self-managed, real estate investment trust.

USE OF ESTIMATES:  The preparation of 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 reported amount of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.

REAL ESTATE OWNED:  Real estate owned consists solely of the one hundred and twenty-one acres of land the Trust acquired through foreclosure on January 6, 2009.  Real estate owned is originally recorded at fair value less estimated selling costs.  Fair value was derived from a recent appraisal of the property which was reviewed by the Trust.  The current market for comparable properties in southern Mississippi is weak and there are no recent sales of comparable properties.  These conditions are not indicative of an active market.  Appraised values in such markets are potentially subject to significant fluctuations if and when sales of comparable properties occur.  The Trust monitors valuations in this market through discussions with developers and others, plus its own assessments of the highest and best use for real estate owned.

REAL ESTATE LOANS:  The Trust carries its real estate loans at their unpaid principal balances net of unamortized loan fees unless they are impaired.  A loan is considered impaired when the Trust determines that it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan agreement.  The Trust measures impairment of a loan based upon the fair value of the collateral.  If the measurement of impairment for the loan is less than the recorded investment in the loan, the shortfall is charged off with a corresponding charge to the provision for loan losses.

CASH:  Cash consists of demand deposits with financial institutions.  Cash balances periodically exceeded the insurable amounts.

DISTRIBUTIONS IN EXCESS OF NET INCOME:  The Trust has a general policy of distributing cash to its shareholders in an amount that approximates taxable income plus noncash charges such as depreciation and amortization.  As a result, distributions to shareholders exceed cumulative net income.

SEGMENT POLICY:  The Trust operates in one business segment.  For the three months ended March 31, 2010 and March 31, 2009, all material revenues have been derived from domestic operations.  

REVENUE RECOGNITION:  Interest income is accrued on the outstanding principal amounts of the real estate loans.  When the Trust determines that a loan is impaired, income recognition is suspended if full recovery of interest and principal appears uncertain.  Cash receipts will be allocated to interest income except when the Trust believes the loan is not fully recoverable.  Loan fees are recognized as interest income over the lives of the related real estate loans using the straight-line method.

INCOME TAXES:  The Trust has elected to be taxed as a real estate investment trust.  Accordingly, the Trust does not pay income tax on income because income distributed to shareholders is at least equal to the greater of 90% of its taxable income or 100% of its capital gains.

Page 5 of 12
 
 

 


NET INCOME PER SHARE:  Net income per share is computed based on the weighted-average number of shares outstanding.

RECLASSIFICATIONS:  Certain items in the 2009 financial statements have been reclassified to conform to the 2010 presentation.

RECENTLY ISSUED ACCOUNTING GUIDANCE:  In January 2010, the FASB issued changes to disclosure requirements for fair value measurements.  Specifically, the changes require a reporting entity to disclose, in the reconciliation of fair value measurements using significant unobservable inputs (Level 3), separate information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).  These changes become effective for the Trust beginning January 1, 2011.  The Trust has determined these changes will have no impact on the financial statements.

 
2.     REAL ESTATE OWNED

As of March 31, 2010 the Trust owned one hundred and twenty-one acres of land valued at $6,005,231.  The Trust acquired this land through foreclosure on January 6, 2009.  During the three months ended March 31, 2010, the Trust incurred $33,895 of costs that were capitalized to the value of the land.  No events or changes in circumstances have occurred which indicate that the carrying value of the land may not be recoverable.

 
3.    REAL ESTATE LOAN

As of March 31, 2010 the Trust had one $600,000 real estate loan collateralized by property in Sacramento, California and personally guaranteed by the principal members of the borrower.  The loan bears interest at 10% per annum, payable in monthly installments of interest only, with the $600,000 principal balance due in August 2010.

The fair value of the $600,000 real estate loan approximated its carrying value at March 31, 2010 due to current market rates of real estate loans and it’s near term maturity. As further discussed in Note 5, the Trust filed an action to enforce the guarantees of the guarantors of the real estate loan. As such, the real estate loan is considered impaired, but there is no measurable impairment at March 31, 2010. The Trust suspended income recognition on the real estate loan during the three months ended March 31, 2010. Income recognition will be resumed when the real estate loan becomes contractually current and performance is demonstrated to be resumed.  Interest income not recognized on the real estate loan during the three months ended March 31, 2010 was $20,712.

4.  NOTE PAYABLE

As of March 31, 2010 the Trust had one note payable collateralized by its real estate owned.  The promissory note bears interest at 9% per annum with both the interest and principal due on January 31, 2012.  The aggregate fair value of the note approximates its carrying value as of March 31, 2010.

5. COMMITMENTS AND CONTINGENCIES

The Trust is involved in claims and legal proceedings and it may become involved in other legal matters arising in the ordinary course of business. The Trust evaluates these claims and legal matters on a case-by-case basis to make a determination as to the impact, if any, on its business, liquidity, results of operations, financial condition or cash flows. Except as indicated below, the Trust currently believes that the ultimate outcome of these claims and proceedings, individually and in the aggregate, will not have a material adverse impact on its financial position, results of operations or cash flows. The Trust’s evaluation of the potential impact of these claims and legal proceedings on its business, liquidity, results of operations, financial condition and cash flows could change in the future. The Trust currently is a party to the legal proceedings described below. Attorney fees related to legal matters are expensed as incurred.

Page 6 of 12
 

 
USA Real Estate Investment Trust vs. Frank J. Ferris and Collie Christensen

On December 30, 2009, the Trust filed an action in the Superior Court of the State of California, County of Sacramento to enforce the guarantees of Frank J. Ferris and Collie Christensen of a loan made on February 28, 2007, to CFG, LLC, a Mississippi limited liability company, in the sum of Six Million Eight Hundred Thousand Dollars ($6,800,000).   The loan was secured by a deed of trust on real property located in Wiggins, Mississippi, which was foreclosed on January 6, 2009.  The Trust foreclosed against the real property collateral bidding Two Million Five Hundred Thousand Dollars ($2,500,000) of the indebtedness.  The Trust seeks to recover the deficiency from the guarantors with interest thereon at the rate of 25% per annum from January 6, 2009, until paid. There are no known defenses to this action. On March 5, 2010, a default was entered against Frank J. Ferris.  Collie Christensen filed an answer on March 5, 2010, and discovery is proceeding.  Although numerous defenses were raised in the answer, the Trust is aware of no factual basis for any of the asserted defenses.

USA Real Estate Investment Trust v. The Security Title Guarantee Corporation of Baltimore, Patrick A. Sheehan, Esquire, John Does 1-10, and Corporations W, X, Y and Z

On September 23, 2009, the Trust filed an action involving several irregularities, inadequacies and negligent acts by the named defendants pertaining to the closing of a commercial real estate loan transaction by Patrick A. Sheehan wherein title insurance was issued by The Security Title Guarantee Corporation of Baltimore. The Trust is seeking both compensatory and punitive damages from the defendants.

USA Real Estate Investment Trust vs. Robert A. Cook, John D. Chandler, Robert A. Leach and Lonnie C. Nielson

On June 30, 2009, the Trust filed an action to enforce the guarantees of Defendants Robert A. Cook, John D. Chandler, Robert A. Leach and Lonnie C. Nielson of a loan to Rivage Marina, LLC, a California limited liability company, under a promissory note, dated August 21, 2008, for the original principal sum of Six Hundred Thousand Dollars ($600,000).  Rivage Marina, LLC is presently in bankruptcy.  Prior to Rivage Marina, LLC filing bankruptcy it transferred the collateral of the deed of trust related to the $600,000 promissory note to Captain’s Table Marina, LLC, a newly formed entity owned by the same persons who are the members of Rivage Marina, LLC.  The Trust is pursuing the guarantors independently from enforcing its rights against the collateral in which the Trust retains its security rights.

Defendants admit that they owe the Trust unpaid principal and accrued interest as of September 30, 2009, in the sum of Six Hundred Thirty-Seven Thousand One Hundred Eighty-Four Dollars ($637,184), plus late charges, attorneys’ fees and costs.  In December, 2009, the Defendants paid Thirty Thousand Dollars ($30,000) under the terms of a Conditional Settlement Agreement.  A second installment of One Hundred Thousand Dollars ($100,000) was due under the Conditional Settlement Agreement on or before February 28, 2010.  The second installment was not made and the litigation resumed.  There are no known defenses to this action.

Dale Britton vs. USA Real Estate Investment Trust and Night Hawke Security

On January 15, 2009, Dale Britton filed an action against the Trust and Night Hawke Security.  Dale Britton, a former tenant of the Trust at 19401 Parthenia Street in Northridge, California, alleges in the complaint that he was stopped from recovering possession of personal property that he had abandoned when his tenancy was terminated and he was evicted from the premises he had occupied.  On June 22, 2009 the Trust filed an answer to the complaint denying the allegations of the complaint and denying liability to Dale Britton.  The Trust intends to vigorously contest this case.

Page  7 of 12
 
 

 


ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
 
RESULTS OF OPERATIONS

CRITICAL ACCOUNTING ESTIMATES

REAL ESTATE OWNED:  Real estate owned consists solely of the one hundred and twenty-one acres of land the Trust acquired through foreclosure on January 6, 2009.  Real estate owned is originally recorded at fair value less estimated selling costs.  Fair value was derived from a recent appraisal of the property which was reviewed by the Trust.  The current market for comparable properties in southern Mississippi is weak and there are no recent sales of comparable properties.  These conditions are not indicative of an active market.  Appraised values in such markets are potentially subject to significant fluctuations if and when sales of comparable properties occur.  The Trust monitors valuations in this market through discussions with developers and others, plus its own assessments of the highest and best use for real estate owned.

REAL ESTATE LOANS:  The Trust carries its real estate loans at their unpaid principal balances net of unamortized loan fees unless they are impaired.  A loan is considered impaired when the Trust determines that it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan agreement.  The Trust measures impairment of a loan based upon the fair value of the collateral.  If the measurement of impairment for the loan is less than the recorded investment in the loan, the shortfall is charged off with a corresponding charge to the provision for loan losses.


RESULTS OF OPERATIONS

Interest income decreased $20,864 or 100% during the three months ended March 31, 2010 compared to the same period in 2009 primarily because the Trust suspended income recognition on the real estate loan during the three months ended March 31, 2010. Income recognition will not be resumed until the real estate loan becomes contractually current and performance is demonstrated to be resumed.

Operating expenses decreased $40,720 or 84% during the three months ended March 31, 2010 compared to the same period in 2009 because the Trust incurred no erosion control expenses during the three months ended March 31, 2010 compared to $40,725 in the same period in 2009.


FINANCIAL POSITION

The Trust’s operating performance will be substantially based upon its ability to sell its real estate owned.  The Trust has made improvements to its real estate owned to make it more marketable. The Trust has had discussions with various parties to identify potential buyers. However, the Trust’s real estate owned is not currently under a contract for sale.

LIQUIDITY AND CAPITAL RESOURCES

Overview

Currently, the Trust has no substantial income, but continuing expenses. As a result the Trustees have suspended distributions at this time. The Trust expects to meet its short-term liquidity requirements from cash on hand, collections on its real estate loan, borrowings collateralized by real estate owned and the sale of real estate owned. The Trust’s real estate owned is illiquid and located in an area with no recent sales. The Trust has negotiated to borrow an additional $100,000 collateralized by its real estate owned.

Page  8 of 12
 

 

Operating Activities

The Trust used $75,823 in operating activities during the three months ended March 31, 2010 primarily for general and administrative expenses.

Investing Activities

The Trust used $33,895 in investing activities to make improvements to its real estate owned.

Financing Activities

The Trust’s cash used in financing activities decreased by $144,058 during the three months ended March 31, 2010 compared to the three months ended March 31, 2009, as a result of the suspension of distributions.



ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for smaller reporting companies.



ITEM 4
CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURE

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports 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 us to allow timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, we recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we necessarily were required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Securities and Exchange Act of 1934, we carried out an evaluation, under the supervision and with the participation of Gregory Crissman, the Trust's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on the foregoing, Gregory Crissman concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.

Page  9 of  12
 
 

 

PART II.  OTHER INFORMATION


ITEM 1
LEGAL PROCEEDINGS

USA Real Estate Investment Trust vs. Frank J. Ferris and Collie Christensen.  Superior Court of the State of California, County of Sacramento Case No. 34-2009-00067506

This action was filed on December 30, 2009, in the Superior Court of the State of California, County of Sacramento to enforce the guarantees of Frank J. Ferris and Collie Christensen of a loan made on February 28, 2007, to CFG, LLC, a Mississippi limited liability company, in the sum of Six Million Eight Hundred Thousand Dollars ($6,800,000).   The loan was secured by a deed of trust on real property located in Wiggins, Mississippi, which was foreclosed on January 6, 2009.  The Trust foreclosed against the real property collateral bidding Two Million Five Hundred Thousand Dollars ($2,500,000) of the indebtedness.  The Trust seeks to recover the deficiency from the guarantors with interest thereon at the rate of 25% per annum from January 6, 2009, until paid. There are no known defenses to this action.

 
A default was entered against Frank J. Ferris on March 5, 2010.  Collie Christensen filed an answer on March 5, 2010, and discovery is proceeding.  Although numerous defenses were raised in the answer, we are aware of no factual basis for any of the asserted defenses.
 

 
USA Real Estate Investment Trust v. The Security Title Guarantee Corporation of Baltimore, Patrick A. Sheehan, Esquire, John Does 1-10, and Corporations W, X, Y and Z.  U.S. District Court for the Southern District of Mississippi, Southern Division, CA #1:09cv684HSO-JMR
 

This action was filed on September 23, 2009, and involves several irregularities, inadequacies and negligent acts by the named defendants pertaining to the closing of a commercial real estate loan transaction by Patrick A. Sheehan wherein title insurance was issued by The Security Title Guarantee Corporation of Baltimore. The Trust is seeking both compensatory and punitive damages from the defendants.

 
USA Real Estate Investment Trust vs. Robert A. Cook, John D. Chandler, Robert A. Leach and Lonnie C. Nielson.  Superior Court of the State of California, County of Sacramento Case No. 34-2009-00048163

This action was filed on June 30, 2009, in the Superior Court of the State of California, County of Sacramento to enforce the guarantees of Defendants Robert A. Cook, John D. Chandler, Robert A. Leach and Lonnie C. Nielson of a loan to Rivage Marina, LLC, a California limited liability company, under a promissory note, dated August 21, 2008, for the original principal sum of Six Hundred Thousand Dollars ($600,000).  Rivage Marina, LLC is presently in bankruptcy.  Prior to Rivage Marina, LLC filing bankruptcy it transferred the collateral of the deed of trust related to the $600,000 promissory note to Captain’s Table Marina, LLC, a newly formed entity owned by the same persons who are the members of Rivage Marina, LLC.  The Trust is pursuing the guarantors independently from enforcing its rights against the collateral in which the Trust retains its security rights.

Defendants admit that they owe the Trust unpaid principal and accrued interest as of September 30, 2009, in the sum of Six Hundred Thirty-Seven Thousand One Hundred Eighty-Four Dollars ($637,184), plus late charges, attorneys’ fees and costs.  In December, 2009, the Defendants paid Thirty Thousand Dollars ($30,000) under the terms of a Conditional Settlement Agreement.  A second installment of One Hundred Thousand Dollars ($100,000) was due under the Conditional Settlement Agreement on or before February 28, 2010.  The second installment was not made and the litigation resumed.  There are no known defenses to this action.

 
Page  10 of  12
 

 
Dale Britton vs. USA Real Estate Investment Trust and Night Hawke Security.  Superior Court of the State of California, County of Los Angeles Case No. PCO44475

This action was filed on January 15, 2009, in the Superior Court of the State of California, County of Los Angeles against the Trust and Night Hawke Security.  Dale Britton, a former tenant of the Trust at 19401 Parthenia Street in Northridge, California, alleges in the complaint that he was stopped from recovering possession of personal property that he had abandoned when his tenancy was terminated and he was evicted from the premises he had occupied.  On June 22, 2009 the Trust filed an answer to the complaint denying the allegations of the complaint and denying liability to Dale Britton.  The Trust intends to vigorously contest this case.


ITEM 1A
RISK FACTORS

Not applicable for smaller reporting companies.



ITEM 6
EXHIBITS

Exhibit 31.1 Section 302 Certifications filed by the Chief Executive Officer and Chief Financial Officer pursuant to SEC Release No. 33-8212 and 34-37551.

Exhibit 32 Section 906 Certifications as furnished by the Chief Executive Officer and the Chief Financial Officer pursuant to SEC Release No. 33-8212 and 34-47551.

Page  11 of 12
 
 

 

USA REAL ESTATE INVESTMENT TRUST
Signatures




Pursuant to the requirement 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.





         
 
May 17, 2010
 
/s/  Gregory Crissman
 
 
Date
 
Gregory Crissman,
 
     
Chairman
 
         
         
         
 
May 17, 2010
 
/s/  Benjamin Diaz
 
 
Date
 
Benjamin Diaz,
 
     
Trustee
 




Page 12 of 12