UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012

 

¨ 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: 333-152376

 

GLOBAL SMART ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE		26-2691611
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
3340 Peachtree Road, N.E.
Atlanta, GA		30326
(Address of principal executive offices)		(Zip Code)

 

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (404) 230-9600

 

230 North Park Blvd Suite 104

Grapevine, TX 76051

(Former name, former address and former fiscal year, if changed since last report)

 

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 ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one):

 

Large accelerated filer ¨ Accelerated filer ¨

 

Non-accelerated filer ¨ Smaller reporting company x

(Do not check if a smaller reporting company)

 

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:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of May 15, 2012, there were 13,184,410 shares of common stock, par value $0.005, issued and outstanding.

 

 

GLOBAL SMART ENERGY, INC.

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION		2
ITEM 1 Financial Statements		3
ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations.		8
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk		9
ITEM 4 Controls and Procedures		9
PART II - OTHER INFORMATION		11
ITEM 1 Legal Proceedings		11
ITEM 1A Risk Factors		11
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds		11
ITEM 3 Defaults Upon Senior Securities		11
ITEM 4 Mine Safety Disclosures		11
ITEM 5 Other Information		11
ITEM 6 Exhibits		11
Signatures		12

 

 

PART I - FINANCIAL INFORMATION

 

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based on management's beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements also include statements in which words such as "expect," "anticipate," "intend," "plan," "believe," "estimate," "consider" or similar expressions are used.

 

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

 

 

ITEM 1 FINANCIAL STATEMENTS

 

Global Smart Energy, Inc.

(A Development Stage Company)

Balance Sheets

(Unaudited)

 

		March 31, 2012				December 31, 2011
Assets
Cash and cash equivalents		$	80			$	80
Total current assets			80				80
Total assets		$	80			$	80
Liabilities and stockholders' deficit
Accounts payable and accrued expenses		$	46,630			$	5,175
Related party payable			18,544				11,855
Total current liabilities			65,174				17,030
Total liabilities			65,174				17,030
Stockholders' deficit
Common Stock 50,000,000 shares authorized at par value of $ 0.005, 13,184,410 and 11,184,410 shares issued and outstanding as of March 31, 2012 and December 31, 2011, respectively			65,922				55,922
Additional paid-in capital			221,369				221,369
Accumulated deficit during development stage			(352,385	)			(294,241	)
Total stockholders' deficit			(65,094	)			(16,950	)
Total liabilities & stockholders' deficit		$	80			$	80

 

The accompanying notes are an integral part of these financial statements. 

 

 

Global Smart Energy, Inc.

(A Development Stage Company)

Statements of Operations

(Unaudited)

 

										From Inception
		For the Three Months Ended								(May 23, 2007)
		March 31,								Through
		2012				2011				March 31, 2012
Operating expenses:
Compensation		$	5,000			$	13,500			$	58,500
Professional fees			45,634				7,478				93,605
General and administrative			7,110				1,835				196,314
Total operating expenses			57,744				22,813				348,419
Loss from operations			(57,744	)			(22,813	)			(348,419	)
Other expense:
Interest expense			-				-				(3,566	)
Franchise tax expense			(400	)			-				(400	)
Net loss		$	(58,144	)		$	(22,813	)		$	(352,385	)
Basic loss per common share		$	(0.00	)		$	(0.01	)
Weighted average number of
common shares outstanding			11,932,063				3,545,653

 

The accompanying notes are an integral part of these financial statements.

 

 

Global Smart Energy, Inc.

(A Development Stage Company)

Statement of Cash Flows

(Unaudited)

 

										For the period from
		For the Three Months ended								(May 23, 2007)
		March 31,								inception through
		2012				2011				March 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(58,144	)		$	(22,813	)		$	(352,385	)
Adjustment to reconcile net loss to net  cash used in operating activities:
Interest			-				-				3,550
Common stock issued for services			10,000				13,500				102,750
Changes in operating assets and liabilities:
Increase in accounts payable			41,455				4,727				64,194
Decrease in prepaid expenses			-				3,000				-
NET CASH USED IN OPERATING ACTIVITIES			(6,689	)			(1,586	)			(181,891	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party			6,689				1,650				93,971
Proceeds from share issuance			-								30,000
Proceeds from promissory note			-				-				200,000
Additional capital contributed							-				(142,000	)
NET CASH PROVIDED BY FINANCING ACTIVITIES			6,689				1,650				181,971
NET INCREASE IN CASH AND CASH EQUIVALENTS		$	-			$	64			$	80
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			80				255			$	-
CASH AND CASH EQUIVALENTS AT END OF PERIOD			80				319				80
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
INFORMATION
Cash paid for interest		$	-			$	-			$	625
Cash paid for taxes		$	400			$	-			$	400
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Shares issued to settle related party payble		$	-			$	1,676,160			$	7,676,160

 

The accompanying notes are an integral part of these financial statements.

 

 

GLOBAL SMART ENERGY, INC.

(A Development Stage Company)

Notes to Unaudited Financial Statements

 

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

 

The accompanying unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. 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 March 31, 2012 and for all periods presented have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the most recent filing of the Form 10-K which included the financial statements and notes thereto as of December 31, 2011. The operating results for the three month period ended March 31, 2012 are not necessarily indicative of the operating results that may be expected for the fiscal year ending December 31, 2012.

 

NOTE 2 - GOING CONCERN

 

The Company’s financial statements are prepared in conformity with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has had no revenues and has generated losses from operations since inception (May 23, 2007). The Company has accumulated a deficit of $352,385 and currently has a net working capital deficit of $65,094 as of March 31, 2012.

 

In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and to develop a consistent source of revenue. Management’s plans include investing in and developing an operating business.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations.

 

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

 

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and cash equivalents

 

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

 

 

 

GLOBAL SMART ENERGY, INC.

(A Development Stage Company)

Notes to Financial Statements

 

Loss per common share

 

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting 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 reporting period. The Company does not have any potentially dilutive instruments.

 

Development -Stage Company

 

The accompanying financial statements have been prepared in accordance with the FASB ASC Topic 915 "Accounting and Reporting by Development-Stage Enterprises". A development-stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenue there from. Development-stage companies report cumulative costs from the enterprise's inception.

 

Recent Accounting Pronouncements

 

The Company evaluated all of the other recent accounting pronouncements and deemed that they did not have a material impact on our financial statements.

  

NOTE 4 – RELATED PARTY TRANSACTIONS

 

As of March 31, 2012 and December 31, 2011, a company of which the prior CEO is also an officer, advanced $18,544 and $11,855, respectively for the administration and other costs of operations on an unsecured basis; bearing no interest and due on demand.

 

NOTE 5 – STOCKHOLDERS DEFICIT

 

On February 16, 2012, the Company issued 1,000,000 shares of common stock to a consultant, Teresa Vellardita, designee of Vince Vellardita, for services valued at $5,000 and 1,000,000 shares of common stock to Emmett Lamar Seals, III, the CEO of the Company, for services.

 

NOTE 6 – SUBSEQUENT EVENTS

 

On April 24, 2012 the Company’s Board of Directors approved the amendment of the Articles of Incorporation to change the name to Seals Entertainment Company, Inc.

  

 

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

 

Our Management's Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

 

Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

 

OVERVIEW

 

Global Smart Energy, Inc. (formerly Triangle Alternative Network Incorporated) (“GSEI”) is a development stage company that was incorporated in the state of Delaware on April 1, 2008 and was the holding company for Triangle Alternative Network, LLC (“TAN, LLC” and, together with GSEI., "GSEI", the "Company", "we", "us" or "our").  We are a start-up company that was originally organized to develop a television network to provide programming to the Gay, Lesbian, Bi-Sexual and Trans-gender (“GLBT”) Community.

 

After attempting to develop programming, it was determined that the company did not want to develop this particular programming and had not entered into a definitive contract to sell the programming. The film and production costs were transferred to related parties in exchange for the debt owed to them for advances to the Company.

 

OUR CORPORATE INFORMATION

 

GSEI was incorporated in the State of Delaware on April 1, 2008 under the name of Triangle Alternative Network, Inc. The Company officially changed its name to Global Smart Energy, Inc. on February 8, 2011. On April 24, 2012 the Company’s Board of Directors approved the amendment of the Articles of Incorporation to change the name to Seals Entertainment Company, Inc. GSE has no full time employees. Our principal executive offices are located at 3340 Peachtree Road, N.E., Atlanta, GA and our telephone number is (404) 230-9600.

 

Liquidity and Capital Resources

 

Cash Requirements

 

At March 31, 2012, we had cash on hand of $80 compared to $80 at December 31, 2011. Management feels that the cash on hand is not sufficient for the next twelve months. We anticipate that our cash requirements will increase substantially as a result of the fact that we are now a public, reporting company and are beginning to develop a business plan. We anticipate that we will require approximately $336,000 to meet our minimal operating requirements for the next twelve months. We have not established our revenues and have not established any other source for the required operating funds. For future implementation of a business plan, expansion and growth Management anticipates a need for a total cash requirement of approximately $3,500,000.

 

THREE MONTHS ENDED MARCH 31, 2012 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2011

 

REVENUES, EXPENSES AND LOSS FROM OPERATIONS

 

Our revenues, operating expenses and net loss for the three months ended March 31, 2012 and March 31, 2011 are as follows:

 

		Three Months				Three Months
		Ended March 31,				Ended March 31,
		2012				2011
Revenue		$	-			$	-
Operating expenses			57,744				22,813
Franchise tax expense			400				-
Net Loss		$	(58,144	)		$	(22,813	)

  

  

Revenues for the three months ended March 31, 2012 were $0, compared to $0 for the three months ended March 31, 2011.

 

For the three months ended March 31, 2012, operating expenses totaled $57,744 as compared to $22,813 for the three months ended March 31, 2011. The increase was primarily due to payments of monthly compensation to current officers and directors of the Company, increased professional fees for filing and other professional expenses.

 

Sources and Uses of Cash

 

Operations

 

For the Three months ended March 31, 2012, we used cash in our operation of $6,689 compared to $1,586 for the Three months ended March 31, 2011. These changes were primarily the result of the loss from operations of $58,144 made up of stock issued for payments to officers and directors, professional and accounting fees paid to maintain corporate requirements, and an increase in accounts payable of $41,455 for the Three months ended March 31, 2012.

 

Financing

 

We had net cash flows of $6,689 from financing activities for the Three months ended March 31, 2012 compared to $ 1,650 for the Three months ended March 31, 2011. Cash in the amount of $6,689 came from related party advances for the three months ended March 31, 2012.

 

CRITICAL ACCOUNTING POLICIES

 

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with our Board of Directors, we have identified the following accounting policies that we believe are key to an understanding of our financial statements. These are important accounting policies that require management's most difficult, subjective judgments.

 

Our critical accounting policies, including the assumptions and judgments underlying them, are disclosed in our Calendar Year 2011 Form 10-K in Note 1- Summary of Significant Accounting Policies included in our Financial Statements.  There were no significant changes to our critical accounting policies during the three months ended March 31, 2012. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the result of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.  Results may differ from these estimates due to actual outcomes being different from those on which we based our assumptions.

 

Off-balance-Sheet Arrangements

 

We have no off-balance-sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.

  

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company we are not required to provide the information required by this Item.

 

ITEM 4 CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time 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.

 

 

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company's management, the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the three months ended March 31, 2012. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2012, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

 

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

 

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB)) or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following two material weaknesses which have caused management to conclude that, as of March 31, 2012, our disclosure controls and procedures were not effective at the reasonable assurance level:

 

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

 

Remediation of Material Weaknesses

 

To remediate the material weaknesses in our disclosure controls and procedures identified above, we have continued to refine our internal procedures to begin to implement segregation of duties and to reduce the number of audit adjustments. To assist management with additional internal controls, the general ledger and accounting records are under the control of an independent certified public accountant as a consultant to the Company on a monthly basis.

 

Changes in Internal Control over Financial Reporting. Except as noted above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

CHANGES IN INTERNAL CONTROLS

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the three-month period ended March 31, 2012. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the three-months ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

 

 

PART II - OTHER INFORMATION

 

ITEM 1 LEGAL PROCEEDINGS

 

The Company is not involved in any legal proceedings.

 

ITEM 1A RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On February 16, 2012, the Company issued 1,000,000 shares of common stock to a consultant, Teresa Vellardita, designee of Vince Vellardita, for services valued at $5,000 and 1,000,000 shares of common stock to Emmett Lamar Seals, III, the CEO of the Company, for services valued at $5,000.

  

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

 

There have been no events that are required to be reported under this Item.

 

ITEM 4 MINE SAFETY DISCLOSURES

 

Not Applicable

 

ITEM 5 OTHER INFORMATION

 

None

 

ITEM 6 EXHIBITS

 

3.1 Articles of Incorporation (incorporated by reference to our Form S-1 as filed with the Securities and Exchange Commission on July 17, 2008).

 

3.2 Certificate of Amendment of Certificate of Incorporation. (incorporated by reference to our Form 10-K as filed with the Securities and Exchange Commission on

 

3.3 Bylaws (incorporated by reference to our Form S-1 as filed with the Securities and Exchange Commission on July 17, 2008).

 

31 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  

32 Certification pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101.INS       XBRL Instance Document        

 

101.SCH      XBRL Taxonomy Extension Schema Document        

 

101.CAL      XBRL Taxonomy Extension Calculation Linkbase        

 

101.LAB      XBRL Taxonomy Extension Label Linkbase        

 

101.PRE      XBRL Taxonomy Extension Presentation Linkbase        

 

101.DEF      XBRL Taxonomy Extension Definition Linkbase

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

Global Smart Energy, Inc.

Dated: May 21, 2012		/s/ E. Lamar Seals, III
		By: E. Lamar Seals, III
		Chief Executive Officer, Chief Financial Officer and Chairman