New Moon Trust SC-13D A#1 12-16-2004

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bnq1kRYC9RPJPsxH2GJLxcqQ4pGYAkVMC3BmN1Hf62KvnwgXnassaixLkdvK/a1m 4wFQZQVqXZjjiW39BYogsA== 0001015402-05-000039.txt : 20050105 0001015402-05-000039.hdr.sgml : 20050105 20050105130251 ACCESSION NUMBER: 0001015402-05-000039 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050105 DATE AS OF CHANGE: 20050105 GROUP MEMBERS: BARRY L. GUTERMAN GROUP MEMBERS: JEFFERY P. SUDIKOFF GROUP MEMBERS: JOYCE SUDIKOFF SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST REGIONAL BANCORP CENTRAL INDEX KEY: 0000356708 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953582843 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34069 FILM NUMBER: 05511415 BUSINESS ADDRESS: STREET 1: 1801 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105521776 MAIL ADDRESS: STREET 1: 1801 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: GREAT AMERICAN BANCORP DATE OF NAME CHANGE: 19880309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW MOON TRUST UDT CENTRAL INDEX KEY: 0001082256 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1875 CENTURY PARK EAST STREET 2: 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90057 BUSINESS PHONE: 3105511400 MAIL ADDRESS: STREET 1: NEW MOON TRUST UDT STREET 2: 1875 CENTURY PARK EAST 15TH FL CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 body.htm NEW MOON TRUST SC-13D A#1 12-16-2004 New Moon Trust SC-13D A#1 12-16-2004

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. _1_)*

First Regional Bancorp

(Name of Issuer)

Common Stock

(Title of Class of Securities)

33615 C

(CUSIP Number)

New Moon Trust

c/o Barry L. Guterman, Special Trustee

1875 Century Park East, Suite 1500

Los Angeles, CA 90067-2500

(310) 551-1400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 16, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.

NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 9 pages

SCHEDULE 13D


CUSIP No. 33615 C	Page 2 of 9 Pages

1.	NAME OF REPORTING PERSON
	S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
	New Moon Trust, UDT dated June 1, 1995


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) /x/
	(b) / /


3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	California


5.	SOLE VOTING POWER
	-0-

	6.	SHARED VOTING POWER
		192,000
NUMBER OF
SHARES
BENEFICIALLY	7.	SOLE DISPOSITIVE POWER
OWNED BY		-0-
EACH
REPORTING
PERSON	8.	SHARED DISPOSITIVE POWER
WITH		192,000

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	192,000


10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / / SHARES*



11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.80843%


12.	TYPE OF REPORTING PERSON*
	OO

SCHEDULE 13D


CUSIP No. 33615 C	Page 3 of 9 Pages

1.	NAME OF REPORTING PERSON
	S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
	Barry L. Guterman, Special Trustee


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) /x/
	(b) / /


3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States


5.	SOLE VOTING POWER

	6.	SHARED VOTING POWER
		192,000
NUMBER OF
SHARES
BENEFICIALLY	7.	SOLE DISPOSITIVE POWER
OWNED BY
EACH
REPORTING
PERSON	8.	SHARED DISPOSITIVE POWER
WITH		192,000

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	192,000


10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / / SHARES*



11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.80843%


12.	TYPE OF REPORTING PERSON*
	IN

SCHEDULE 13D


CUSIP No. 33615 C	Page 4 of 9 Pages

1.	NAME OF REPORTING PERSON
	S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
	Joyce Sudikoff, Trustee


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) /x/
	(b) / /


3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States


5.	SOLE VOTING POWER

	6.	SHARED VOTING POWER
		192,000
NUMBER OF
SHARES
BENEFICIALLY	7.	SOLE DISPOSITIVE POWER
OWNED BY
EACH
REPORTING
PERSON	8.	SHARED DISPOSITIVE POWER
WITH		192,000

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	192,000


10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / / SHARES*



11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.80843%


12.	TYPE OF REPORTING PERSON*
	IN

SCHEDULE 13D


CUSIP No. 33615 C	Page 5 of 9 Pages

1.	NAME OF REPORTING PERSON
	S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
	Jeffrey P. Sudikoff, Trustee


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) /x/
	(b) / /


3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States


5.	SOLE VOTING POWER

	6.	SHARED VOTING POWER
		192,000
NUMBER OF
SHARES
BENEFICIALLY	7.	SOLE DISPOSITIVE POWER
OWNED BY
EACH
REPORTING
PERSON	8.	SHARED DISPOSITIVE POWER
WITH		192,000

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	192,000


10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / / SHARES*



11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.80843%


12.	TYPE OF REPORTING PERSON*
	IN

Item 1. Security and Issuer

This Statement on Schedule 13D (the "Schedule 13D") relates to the Common Stock, CUSIP Number 33615 C (the "Common Stock"), of First Regional Bancorp (the "Issuer"), which has its principal executive offices at 1801 Century Park East, Suite 800, Los Angeles, California 90067.

Item 2. Identity and Background

The persons filing this Amendment No. 1 to Schedule 13D are New Moon Trust UDT dated June 1, 1995 (the "Trust"), Barry L. Guterman, Special Trustee of the Trust (the "Special Trustee"), and Joyce and Jeffrey Sudikoff, who are each both trustors and trustees of the Trust. The business address of the Trust and the Special Trustee is 1875 Century Park East Suite 1500, Los Angeles, California 90067. The business address of Mr. and Mrs. Sudikoff is 11766 Wilshire Blvd., Suite 1450, Los Angeles, California 90025. The Trust, the Special Trustee and Mr. and Mrs. Sudikoff are sometimes referred to as the "Filing Persons." All of the individual Filing Persons are United States citizens. The Trust was created under the laws of the State of California.

The Trust owns various publicly-traded securities and various other assets. The Special Trustee is an attorney practicing in Los Angeles, California. Mr. and Mrs. Sudikoff are private investors for their own account.

During the last five years, none of the Filing Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, except as provided below, none of the Filing Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

On August 21, 2000, in the civil matter of SEC v. Jeffrey P. Sudikoff, et. al., Civil Action No. 97-7207 DDP (RCx) (C.D. Cal.), pursuant to the consent of Mr. Sudikoff, the United States District entered a final judgment of permanent injunction and other relief against Mr. Sudikoff, which enjoined him from future violations of the provisions of Sections 10(b), 13(a), 13(b)(5), 16(a), and 17(a) of the Securities Exchange Act of 1934.

Item 3. Source and Amount of Funds or Other Consideration

The funds used by the Trust to acquire shares of Common Stock were derived from assets of the Trust.

Item 4. Purpose of Transaction

The Trust acquired the shares of Common Stock for investment purposes only and does not presently have any plans or proposals which relate to or would result in the realization of any of items (a) through (j) of Item 4 of the Instructions to Schedule 13D.

Page 6 of 9 pages

Item 5. Interest in the Securities of the Issuer

A. The Filing Persons beneficially own 192,000 shares of Common Stock (the "Shares"), for an aggregate of 4.80843% of the 3,992,981 shares of Common Stock outstanding as of December 16, 2004.

B. The Filing Persons have shared voting power with respect to the shares of the Common Stock of the Issuer held by the Trust.

C. Not applicable.

D. Not applicable.

E. The Filing Persons ceased to be beneficial owners of more than five percent of the Common Stock outstanding on December 16, 2004, when additional shares of the Issuer were issued to other persons, not including the Filing Persons, by the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Certification of Trust of New Moon Trust UDT June 1, 1995.

Item 7. Material to be Filed as Exhibits

The Filing Persons file as exhibits the following:

Ex. 1 Certification of Trust of New Moon Trust UDT June 1, 1995.

Page 7 of 9 pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 4, 2005 NEW MOON TRUST UDT June 1, 1995

	By:	/s/ Barry L. Guterman
		Barry L. Guterman, Special Trustee

Page 8 of 9 pages

EXHIBIT INDEX

EXHIBIT	PAGE NO.

1 Certification of Trust of New Moon Trust UDT June 1, 1995

Page 9 of 9 pages

EX-1 2 ex1.htm EXHIBIT 1 Exhibit 1

CERTIFICATION OF TRUST

NEW MOON TRUST

BARRY L. GUTERMAN, as Special Trustee of NEW MOON TRUST, certifies as follows:

1.	CREATION OF TRUST

The Trust was created on June 1, 1995, under a Declaration of Trust executed on that date ("Trust").

2.	NAME OF TRUST

The name of the Trust is NEW MOON TRUST.

3.	SPECIAL TRUSTEE

The currently acting Special Trustee of the Trust is BARRY L. GUTERMAN.

4.	TRUST PROPERTY

The Special Trustee is now holding as the Special Trustee of the Trust one or more items of property, which constitute the Trust property, including real property.

5.	REVOCABILITY OF TRUST

The Trust is revocable.

6.	POWERS OF SPECIAL TRUSTEE

By written instrument signed and acknowledged and delivered to the Special Trustee by either of Trustors, so long as such Trustor is acting as a Trustee, the Special Trustee has the following powers for managing the Trust and the Trust property:

6.01. General Powers of Special Trustee

Under the Trust, the Special Trustee has all of the powers given to Trustees under California law (see Probate Code sections 16200 and following) plus any other powers, discussed below, given by the Trust.

6.02. Specific Powers of Special Trustee

Under the Trust the Special Trustee has the following specific powers:

(a)

Acquire, Sell and Exchange

To purchase, grant, sell, convey, exchange or convert any real or personal property, wherever located, including within or outside the United States; and to comply with the terms of any buy-sell agreement covering assets owned by the Trust or Trustors, which was entered into prior to either Trustor's death;

(b)

Acquire, Own and Operate Business

To retain and operate an interest in any family business of Trustors or Beneficiaries of the Trust, whether corporate, partnership or proprietorship, notwithstanding that such interest may be disproportionate to other assets, or unproductive or underproductive; to form or cause to be formed such corporation, partnership or other business organization as the Special Trustee, in its discretion, may deem advisable;

(c)

Establish Qualified Subchapter S Trusts

To amend this Trust Instrument to enable any Trust created pursuant to this instrument to qualify as an eligible shareholder of a subchapter S corporation as described in sections 1361(c)(2)(A)(i) or 1361(d)(3) of the Code, as the case may be;

NEW MOON TRUST CERTIFICATION OF TRUSTPAGE
		Page 1

(d)

Lease, Sale, Contracts, Options and Other Transactions

With or without court authorization, sell (for cash or on deferred payments, and with or without security), convey, exchange, partition, and divide Trust property; grant options for the sale or exchange of Trust property for any purpose, whether the contract is to be performed or the option is to be exercised within or beyond the term of the Trust; and lease Trust property for any purpose, for terms within or extending beyond the expiration of the Trust, regardless of whether the leased property is commercial or residential and regardless of the number of units leased.

(e)

Mineral Rights

To enter into oil, gas and other mineral leases on such terms as it may deem proper;

(f)

Subdivide and Improve

Subdivide or develop land; make or obtain the vacation of plats and adjust boundaries, or adjust differences in valuation on exchange or partition by giving or receiving consideration; and dedicate land or easements to public use with or without consideration.

(g)

Management

Manage, control, improve, and maintain all real and personal Trust property.

(h)

Repairs

Make ordinary or extraordinary repairs or alterations in buildings or other Trust property, demolish any improvements, raze existing party walls or buildings, and erect new party walls or buildings, as the Special Trustee deems advisable.

(i)

Agents and Employees

Employ and discharge agents and employees, including but not limited to attorneys, accountants, investment and other advisers, custodians of assets, property managers, real estate agents and brokers, and appraisers, to advise and assist the Special Trustee in the management of any Trusts created under this Trust instrument, and compensate them from the Trust property.

(j)

Securities

With respect to securities held in Trust, exercise all the rights, powers, and privileges of an owner, including, but not limited to, the power to vote, give proxies, and pay assessments and other sums deemed by the Special Trustee necessary for the protection of the Trust property; participate in voting Trusts, pooling agreements, foreclosures, reorganizations, consolidations, mergers, and liquidations, and, in connection therewith, deposit securities with and transfer title to any protective or other committee under such terms as the Special Trustee deems advisable; exercise or sell stock subscription or conversion rights; and accept and retain as investments of the Trust any securities or other property received through the exercise of any of the foregoing powers.

(k)

Title of Trust Assets

Hold securities or other Trust property in the Special Trustee's own name or in the name of a nominee, with or without disclosure of the Trust, or in unregistered form, so that title may pass by delivery.

(l)

Deposit of Securities

Deposit securities in a securities depository that is either licensed or exempt from licensing.

(m)

Loan and Invest

To loan, reloan, invest and reinvest the Trust Estate or any part thereof;

NEW MOON TRUST CERTIFICATION OF TRUSTPAGE
		Page 2

(n)

Insurance

Procure and carry, at the expense of the Trust, insurance in such forms and in such amounts as the Special Trustee deems advisable to protect the Trust property against damage or loss, and to protect the Special Trustee against liability with respect to third persons.

(o)

Borrow Money; Margin Accounts

To borrow money for any Trust purpose; hypothecate and encumber the Trust Estate or any part thereof; and replace, renew and extend any encumbrance thereon upon such terms, conditions and security as may be determined by Special Trustee; to pay loans or other obligations of the Trust Estate as the Special Trustee, in its sole and absolute discretion, deems advisable; in addition, to buy, sell and trade in securities of any nature, including short sales, on margin account up to the limit allowed by law and for such purposes may maintain and operate margin accounts with brokers and may pledge any securities held or purchased by it with such brokers as security for loans and issuances made to the Special Trustee. As used in this instrument, the term "Trust purpose" shall include the power to encumber Trust assets for t he purpose of securing loans made payable to or for the benefit of Trustors and extended during either or both of their lifetimes;

(p)

Guarantee Loans

To guarantee loans made by third parties to Trustors, or either of them, or to any corporation or partnership in which the Trust and/or Trustors, or either of them, have a direct or indirect interest; and to directly or indirectly pledge or hypothecate Trust assets as collateral for any such loans;

(q)

Enforcement of Obligations

Enforce any obligation owing to the Trust, including any obligation secured by a deed of Trust, mortgage, or pledge held as Trust property, and purchase any property subject to a security instrument held as Trust property at any sale under the instrument.

(r)

Extensions

Extend the time for payment of any note or other obligation held as an asset of, and owing to, the Trust, including accrued or future interest, and extend the time for repayment beyond the term of the Trust.

(s)

Claims

Pay or contest any claim against the Trust; release or prosecute any claim in favor of the Trust; or, in lieu of payment, contest, release, or prosecution, adjust, compromise, or settle any such claim, in whole or in part, and with or without consideration.

(t)

Commence or Defend Litigation

At Trust expense, prosecute or defend actions, claims, or proceedings of whatever kind for the protection of the Trust property and of the Special Trustee in the performance of the Special Trustee's duties, and employ and compensate attorneys, advisers, and other agents as the Special Trustee deems advisable.

(u)

Compromise Claims

To compromise, submit to arbitration, release with or without consideration and otherwise adjust any claims in favor of or against any Trust provided for in this Trust;

(v)

To Designate Attorneys-In-Fact

To designate an attorney or attorneys-in-fact with all of the powers described herein, unless limited by the instrument designating such attorney or attorneys-in-fact; and

NEW MOON TRUST CERTIFICATION OF TRUSTPAGE
		Page 3

(w)

Other Powers

Subject to any limitations expressly set forth in this Trust and the faithful performance of its fiduciary obligations, to do all such acts, take all such proceedings and exercise all such rights and privileges as could be done, taken or exercised by an absolute owner of the Trust property.

6.03. Financial Powers of the Special Trustee

Under the California Probate Code, the Special Trustee has certain powers to conduct any financial transactions for the Trust. These powers include the power to open and maintain checking accounts and savings accounts in any insured banks, savings and loans, or other financial institutions (see Probate Code ' 16225); the power to invest Trust property (see Probate Code ' 16223); the power to borrow money (see Probate Code ' 16241); and the power to lend money to any beneficiary of the Trust or to guarantee loans, using Trust property, to any beneficiary of the Trust (see Probate Code ' 16244). The Special Trustee also has the power to execute all papers that are necessary to carry out these powers (see Probate Code ' 16248).

6.04.

Powers of the Special Trustee For Management and Control of Real Property

Under California Probate Code Sections 16226 through 16233, the Special Trustee has the powers to acquire or dispose of Trust property, to manage Trust property, to mortgage or encumber Trust property, to repair or alter Trust property (including to demolish or to build any improvements on Trust property), to develop, subdivide, and dedicate to public use any Trust property land, to lease any Trust property, to obtain property by lease, and to lease any mineral rights of any Trust property or obtain mineral rights to property for the Trust.

6.05.

Powers of the Special Trustee For Management and Control of Securities and Investments

Under California Probate Code Sections 16234 through 16239, the Special Trustee has the powers to exercise for any security belonging to the Trust all the rights, powers, and privileges of an owner, including the power to vote, give proxies, waive notice of shareholder's meeting or consent to the holding of a meeting, and approve any actions that may be taken by shareholders. The Special Trustee also has the power to pay any calls, assessments, or other sums chargeable to the Trust because of any securities. The Special Trustee may also sell or exercise stock subscriptions or conversion rights.

The Special Trustee has the power to consent directly or consent by agent or committee to the reorganization, consolidation, merger, dissolution, or liquidation or a business entity. The Special Trustee may also participate in voting Trusts, pooling agreements, and foreclosures and may deposit securities with or transfer title to any protective or other committee. The Special Trustee has the power to hold securities in the name of a nominee without disclosure of the Trust. The power to deposit securities in a securities depository that is either licensed or exempt from licensing under the Financial Code.

6.06. Powers of the Special Trustee For Operation and Control of Business Entities

Under California Probate Code Section 16222, the Special Trustee has the power to continue or participate in the operation of any business, including a farm or ranch, belonging to the Trust and to change the form of the business.

7. CONFIDENTIALITY OF TRUST

The Trustors intend that this Trust shall be confidential, and the Special Trustee shall not disclose Trustors' names or the names of any of the beneficiaries without the express written consent of the Trustors. Additionally, the Special Trustee cannot furnish a copy of this Trust to any person or entity without the express written consent of the Trustors. The purpose of the this provision is to insure the privacy of the Trustors and their family, and shall in no way be interpreted as an attempt to mislead any person or entity engaged in a transaction with the Trust.

The Special Trustee is empowered to execute a Certification of Trust in accordance with the provisions of California Probate Code '18100.5. The certification shall comply with the Trustors' desire for confidentiality.

NEW MOON TRUST CERTIFICATION OF TRUSTPAGE
		Page 4

8. NO REVOCATIONS, MODIFICATIONS, OR AMENDMENTS

The Trust has not been revoked, modified, or amended in any manner which would cause the representations contained in this certification of Trust to be incorrect.

9. SIGNED BY THE CURRENTLY ACTING SPECIAL TRUSTEE

This certification is being signed by the currently acting Special Trustee of the Trust.

10. ACCURACY

This certification of Trust is a true and accurate statement of the matters referred to herein.

11. SIGNATURE AUTHORITY

The signature of only one Trustee is required to exercise the powers of the Trustee under the Trust.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Date: January 4, 2005

	SPECIAL TRUSTEE


	/s/ Barry L. Guterman
	BARRY L. GUTERMAN

NEW MOON TRUST CERTIFICATION OF TRUSTPAGE
		Page 5

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