6-K 1 sungoldsixknov.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 6-K Report of Foreign Issuer -------------------------------------------------------------------------------- FOR PERIOD ENDED January 15, 2003 COMMISSION FILE NUMBER: (SEC File No: 0-30006) SUNGOLD ENTERTAINMENT CORP. --------------------------- (Translation of registrant's name into English) #500 - 666 Burrard Street Vancouver, British Columbia Canada, V6C 3P6 --------------------------------------- (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F X Form 40-F __ - Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ____ No _X_ - SUNGOLD ENTERTAINMENT CORP. INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 (A Development Stage Company) (Presented in Canadian Dollars) (Unaudited - See Notice to Reader) LOEWEN, STRONACH & CO. Chartered Accountants L S LOEWEN, STRONACH & CO. Chartered Accountants A partnership of incorporated professionals 7th Floor, 2695 Granville Street, Vancouver, BC V6H 3H4 * Fax (604) 736-1225 * Telephone (604) 736-1221 * E-mail lsco@telus.net -------------------------------------------------------------------------------- NOTICE TO READER We have compiled the interim consolidated balance sheet of Sungold Entertainment Corp. as at November 30, 2002 and the interim consolidated statements of loss and deficit and cash flows for the three months ended November 30, 2002 from information provided by the Company's management. We have not audited, reviewed or otherwise attempted to verify the accuracy or completeness of such information. Readers are cautioned that these interim consolidated statements may not be appropriate for their purposes. /s/ Loewen, Stronach & Co. Chartered Accountants Vancouver, BC December 14, 2002 MEMBERS OF INSTITUTE OF CHARTERED ACCOUNTANTS OF BRITISH COLUMBIA SUNGOLD ENTERTAINMENT CORP. INTERIM CONSOLIDATED BALANCE SHEET NOVEMBER 30, 2002 (A Development Stage Company) (Presented in Canadian Dollars) (Unaudited - See Notice to Reader)
November 30 August 31 2002 2002 $ $ ------------- ------------- ASSETS CURRENT ASSETS Cash 48,804 23,772 Shares subscription receivable 115,673 - Prepaid expenses and deposits 173,738 374,953 ------------- ------------- 338,215 398,725 PRE-DEVELOPMENT COSTS (Note 4) 2,772,095 2,768,316 CAPITAL ASSETS (Note 5) 552,104 541,484 ------------- ------------- 3,662,414 3,708,525 ============= ============= LIABILITIES CURRENT LIABILITIES Accounts payable and accrued liabilities 62,556 32,824 Loans payable - 282,187 Obligation under capital leases (Note 6) 19,386 19,423 ------------- ------------- 81,943 334,434 OBLIGATION UNDER CAPITAL LEASES (Note 6) 12,445 17,253 ------------- ------------- 94,388 351,687 ------------- ------------- SHAREHOLDERS' EQUITY SHARE CAPITAL (Note 7) 17,048,204 16,156,646 DEFICIT (13,480,178) (12,799,808) ------------- ------------- 3,568,026 3,356,838 ------------- ------------- 3,662,414 3,708,525 ============= =============
APPROVED BY THE DIRECTORS: /s/ Kim Hart Director --------------------- /s/ Anne Kennedy Director --------------------- (See accompanying notes to interim consolidated financial statements) LOEWEN, STRONACH & CO. Chartered Accountants SUNGOLD ENTERTAINMENT CORP. INTERIM CONSOLIDATED STATEMENT OF LOSS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 (A Development Stage Company) (Presented in Canadian Dollars) (Unaudited - See Notice to Reader)
Three months ended November 30 November 30 2002 2001 $ $ ----------------------- REVENUE Sales 394 1,757 Foreign exchange gain (loss) 5,116 (325) Interest income - 4 ---------- ----------- 5,510 1,436 ---------- ----------- EXPENSES Advertising and promotion 367,286 157,981 Travel and conferences 86,265 39,400 Management fees 61,500 61,500 Internet services 42,574 80,988 Amortization 32,030 40,350 Professional and consulting fees 29,476 12,957 Insurance 21,204 16,137 Office rent and services 16,580 14,745 Office and miscellaneous 15,466 10,396 Investor relations 6,097 86,637 Interest on capital leases 2,860 2,064 Prizes 2,367 9,265 Transfer agent and filing fees 1,164 2,799 Interest and bank charges 1,011 562 ---------- ----------- 685,880 535,781 ---------- ----------- LOSS 680,370 534,345 DEFICIT - beginning 12,799,808 10,197,168 ---------- ----------- DEFICIT - ending 13,480,178 10,731,513 ========== ===========
(See accompanying notes to interim consolidated financial statements) LOEWEN, STRONACH & CO. Chartered Accountants SUNGOLD ENTERTAINMENT CORP. INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2001 (A Development Stage Company) (Presented in Canadian Dollars) (Unaudited - See Notice to Reader)
Three months ended November 30 November 30 2002 2001 $ $ ----------------------- OPERATING ACTIVITIES Loss (680,370) (534,345) Item not involving cash: Amortization 32,030 40,350 ----------------------- (648,340) (493,995) Cash provided by changes in non-cash working capital items: Shares subscription receivable (115,673) Prepaid expenses and deposits 201,215 (3,769) Accounts payable and accrued liabilities 29,733 (46,752) Loans payable (repaid) (282,187) - ----------------------- (815,252) (544,516) ----------------------- INVESTING ACTIVITIES Pre-development costs (3,779) (4,312) Acquisition of capital assets (42,650) - ----------------------- (46,429) (4,312) ----------------------- FINANCING ACTIVITIES Repayment of capital leases liability (4,845) (4,476) Issuance of shares 891,558 471,949 ----------------------- 886,713 446,473 ----------------------- INCREASE (DECREASE) IN CASH 25,032 (81,355) CASH - beginning 23,772 104,194 ----------------------- CASH - ending 48,804 22,839 ----------------------- Notes to statement of cash flows: 1) Cash consists of balances with banks 2) Interest and income taxes paid: Interest paid 3,871 2,626 Income taxes paid - -
(See accompanying notes to interim consolidated financial statements) LOEWEN, STRONACH & CO. Chartered Accountants SUNGOLD ENTERTAINMENT CORP. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 (Unaudited - See Notice to Reader) (A Development Stage Company) (Presented in Canadian Dollars) Note 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Commitments and Contingencies The Company's activities are subject to various governmental laws and regulations relating to horseracing, virtual horseracing and online jackpot wagering. These regulations are continually changing. The Company believes its operations comply in all material respects with all applicable laws and regulations. b) Basic of Consolidation These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Sungold Entertainment USA, Inc., Horsepower Broadcasting Network Inc. and Horsepower Broadcasting Network (HBN) International Ltd. All inter-company transactions and balances have been eliminated. c) Translation of Foreign Currencies: Accounts recorded in foreign currency have been converted to Canadian dollars as follows: * Current assets and current liabilities at exchange rates at the end of the year; * Other assets at historical rates; * Revenues and expenses at the average rate of exchange for the month incurred. Gains and losses resulting from the fluctuation of foreign exchange rates are included in the determination of income. d) Pre-development costs The cost of each pre-development project is capitalized until commercial production is established. If management determines that a project is not economically viable, the property and related deferred expenditures are written off. The costs deferred at any time do not necessarily reflect present or future values. The ultimate recovery of such amounts depends on the Company successfully developing and commencing the project. e) Capital Assets and Amortization Capital assets are recorded at cost with amortization provided on a declining balance as follows: Computer equipment 30% Computers under capital leases 30% Internet software 20% The above rate has been utilized to reflect the anticipated life expectancy. In the year of acquisition only one-half the normal rate is applied. .. /2 LOEWEN, STRONACH & CO. Chartered Accountants SUNGOLD ENTERTAINMENT CORP. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 (Unaudited - See Notice to Reader) (A Development Stage Company) (Presented in Canadian Dollars) PAGE - 2 - Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) f) Income Taxes Future income tax assets and liabilities are determined based on differences between the financial statements carrying values and their respective income tax bases (temporary differences). Future income tax assets and liabilities are measured using the enacted tax rates expected to be in effect when the temporary differences are likely to reverse. The effect on future income tax assets and liabilities of a change in rates is included in operations in the period in which the change is enacted or substantively enacted. The amount of future income tax assets recognized is limited to the amount that is more likely than not to be realized. g) Stock-based Compensation Plans The Company has a stock-based compensation plan, which is described in Note 7 b) i). No compensation expense is recognized for these plans when stock options are issued to members of the Board of Directors. Any consideration paid by members of the Board of Directors upon exercise of stock options is recorded as an increase to share capital. NOTE 2 PRE-DEVELOPMENT COSTS a) Gun Lake Indian Band project In 1994 the Company entered into an agreement with the Gun Lake Indian Band ("Band") in Michigan, USA to develop and manage a full service casino and gaming operation. The Company had filed a comprehensive lawsuit in the Michigan courts against the Band. The litigation arose out of notification that the Band would not honour its agreement with the Company. The Company sued for specific performance and is seeking damages. The Michigan Court of Appeals court dismissed the appeal on the basis of the Defendants' claim of sovereign immunity. The Company is considering applying for permission for a review of these issues with the United States Supreme Court, having been recently denied leave to appeal in the Michigan Supreme Court. Recently, the Michigan Court ruled that the State of Michigan is required to issue a gaming compact to the Gun Lake Tribe. During the period, no pre-development costs were capitalized under Gun Lake Indian Band project.
August 31 November 30 2002 Additions 2002 $ $ $ ---------------------------------- Consulting and legal fees 1,036,168 - 1,036,168 Contractual obligation 520,117 - 520,117 Travel and lodging 213,432 - 213,432 ---------------------------------- 1,769,717 - 1,769,717 ----------------------------------
.. /3 LOEWEN, STRONACH & CO. Chartered Accountants SUNGOLD ENTERTAINMENT CORP. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 (Unaudited - See Notice to Reader) (A Development Stage Company) (Presented in Canadian Dollars) PAGE - 3 - NOTE 2 PRE-DEVELOPMENT COSTS (continued) b) Vancouver Racecourse / Richmond Equine Training Centre project In Vancouver, British Columbia, the Company has presented a proposal to renovate the Hastings Park horse track facility in conjunction with the construction of a one-mile thoroughbred training centre in Richmond. The Company abandoned an option to purchase 227 acres in Richmond, British Columbia, Canada for the purpose of developing a horse training complex. The Company is in a process of negotiating an option to purchase 100 acres in Richmond, British Columbia. In September 2002, the Company renegotiated to extend the agreement with a related party who is interested in both the Vancouver one-mile racecourse and the Richmond equine training centre project. The agreement set out the intention of both parties that upon the Company receiving the appropriate permission from the City of Richmond, BC and from the province of British Columbia to develop the project, the interested party would purchase 6 million common treasury shares of Sungold Entertainment Corp. at US$4.00 per share by way of a private placement. The agreement was extended to October 1, 2003.
August 31 November 30 2002 Additions 2002 $ $ $ ----------------------------- Consulting and legal fees 807,626 - 807,626 Architectural fees 32,752 - 32,752 Other direct costs 20,972 - 20,972 ----------------------------- 861,350 - 861,350 -----------------------------
.. /4 LOEWEN, STRONACH & CO. Chartered Accountants SUNGOLD ENTERTAINMENT CORP. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 (Unaudited - See Notice to Reader) (A Development Stage Company) (Presented in Canadian Dollars) PAGE - 4 - NOTE 3 PRE-DEVELOPMENT COSTS (continued) c) HorsepowerTM Software Development project On September 15, 1999, the Company incorporated a wholly owned subsidiary, Horsepower.com Network Inc. in the Province of British Columbia under the Company Act (British Columbia), and its principal activity is developing internet wagering and payment processing software. On March 22, 2000, the subsidiary name changed to Horsepower Network.com Inc., and on January 25, 2001, the subsidiary name changed to Horsepower Broadcasting Network Inc. ("HBN"). Since 1999 the Company has developed the Horsepower parimutal, random, world wagering pool which is based on a virtual Horserace system. Sungold owns the exclusive proprietary rights to operate the Horsepower World Pool (HPWP), market the HorsepowerTM system, license the system, sell commercial sponsorships, sell advertising and any other promotion associated with the system. Sungold reserves the rights to all intellectual property. HBN acquired computer hardware, developed software and leased a hosting facility that enables Horsepower to operate on the world wide web 24 / 7 as a $US based World wagering pool. HBN has engaged its' sister company Horsepower Broadcasting Network (HBN) International Ltd. to operate their US $ Internet wagering site. A major expansion of the Horsepower World Pool is expected in 2003 with many racetracks in North America and internationally wagering into the Horsepower World Pool Pick 1 and Pick 6 parimutal pools.
August 31 November 30 2002 Additions 2002 $ $ $ ----------------------------- Legal and consulting fees 58,999 - 58,999 -----------------------------
.. /5 LOEWEN, STRONACH & CO. Chartered Accountants SUNGOLD ENTERTAINMENT CORP. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 (Unaudited - See Notice to Reader) (A Development Stage Company) (Presented in Canadian Dollars) PAGE - 5 - NOTE 4 PRE-DEVELOPMENT COSTS (continued) d) HorsepowerTM Operating project On February 20, 2001, the Company incorporated a wholly owned subsidiary, Horsepower Broadcasting Network (HBN) International Ltd. ("HBN Int'l"), in the Province of Quebec under the Canada Business Corporation Act. HBN Int'l licensed by the Kahnawake Gaming Commission and operates on the Kahnawake Territory in Quebec. It's main activity is operating the Horsepower World Pool parimutal wagering system. All players have an equal chance to win, wagering in real time 24 / 7 on common parimutuel pools. HorsepowerTM has been tested to international lottery standards. During the year no predevelopment costs were capitalized under HorsepowerTM operating project. The Company operates under the permanent license of the Kahnawake Gaming Commission in Quebec, Canada and the Company management believes the Company complies in all material respects with the governing laws and regulations. e) SafeSpending project In May 2001, the Company signed an agreement for the acquisition of the entire world wide right, title and interest to the internet payment system technology of SafeSpending Services Inc. ("SafeSpending"). The SafeSpending internet payment system is a prepaid spending system that uses a unique and personalized PIN number which can be used to make anonymous purchases online from merchants and individuals. The acquisition agreement with SafeSpending includes all copyrights, trademarks, source codes and SafeSpending's intellectual property. Under the terms of agreement the Company has agreed to pay a 7.5 percent royalty of net revenue of the Company upon the Company or it's subsidiary Horsepower Broadcasting Network Inc. receiving $1,000,000 in net revenue from operation, sale or license of the technology. Sungold has a patent pending in 105 countries for the SafeSpending anonymous payment system.
August 31 November 30 2002 Additions 2002 $ $ $ ------ ----- --------- Acquisition cost 62,300 - 62,300 Legal and consulting fees 15,950 3,779 19,729 78,250 3,779 82,029 ------ ----- ------ TOTAL PRE-DEVELOPMENT COSTS 2,768,316 3,779 2,772,095
.. /6 LOEWEN, STRONACH & CO. Chartered Accountants SUNGOLD ENTERTAINMENT CORP. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 (Unaudited - See Notice to Reader) (A Development Stage Company) (Presented in Canadian Dollars) PAGE - 6 - Note 5 CAPITAL ASSETS
November 30 August 31 2002 2001 ----------------------------------- Cost Less Net Book Net Book Accumulated Value Value Amortization $ $ $ $ ----------------------------------- Internet software 622,670 214,479 408,191 385,902 Computer equipment 258,223 148,645 109,578 118,463 Computers under capital leases 62,378 28,043 34,335 37,119 ----------------------------------- 943,271 391,167 552,104 541,484 ===================================
Note 6 OBLIGATION UNDER CAPITAL LEASES The Company has three lease agreements for computers accounted for as capital leases. Current payments are $2,094 monthly including applicable taxes, expiring November 2003 through June 2004. The following is a schedule of future lease payments
November 30 August 31 2002 2002 $ $ -------- --------- Total minimum lease payments 35,949 41,834 Less amount representing interest (4,118) (5,158) -------- -------- Balance of obligations 31,831 36,676 Less current portion (19,386) (19,423) -------- -------- Non-current portion 12,445 17,253 -------- -------- For next twelve month periods: - 2003 19,386 19,423 - 2004 12,445 17,253 -------- -------- 31,831 36,676 -------- --------
.. /7 LOEWEN, STRONACH & CO. Chartered Accountants SUNGOLD ENTERTAINMENT CORP. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 (Unaudited - See Notice to Reader) (A Development Stage Company) (Presented in Canadian Dollars) PAGE - 7- Note 7 SHARE CAPITAL November 30 August 31 2002 2002 $ $ -------------------------- Authorized: 100,000,000 common shares without par value 100,000,000 Class "A" Preference shares with a par value of $10 each 100,000,000 Class "B" Preference shares with a par value of $50 each Issued: 57,621,209 shares (August 31, 2002 - 50,121,209 shares) 17,048,204 16,156,646 ========================== a) Incentive share purchase options The Company has a fixed stock option plan which permits the issurance of options of up to 10% of the Company's issued share capital. The following are outstanding incentive share purchase options: # --------- 100,000 @ US $0.15 each to February 16, 2006 1,050,000 @ US $0.06 each to February 28, 2006 79,900 @ US $0.085 each to March 5, 2006 300,000 @ US $0.12 each to August 10, 2006 100,000 @ US $0.10 each to October 22, 2006 100,000 @ US $0.12 each to October 23, 2006 100,000 @ US $0.09 each to December 20, 2006 802,764 @ US $0.08 each to January 4, 2007 400,000 @ US $0.0725 each to January 24, 2007 136,000 @ US $0.23 each to March 26, 2007 272,000 @ US $0.20 each to May 17, 2007 500,000 @ US $0.15 each to October 11, 2007 --------- 3,940,664 ========= .. /8 LOEWEN, STRONACH & CO. Chartered Accountants SUNGOLD ENTERTAINMENT CORP. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 (Unaudited - See Notice to Reader) (A Development Stage Company) (Presented in Canadian Dollars) PAGE - 8- Note 7 SHARE CAPITAL (continued) a) Incentive share purchase options (continued) In 2001, the Canadian Institute of Chartered Accountants issued Handbook Section 3870 for Stock-based Compensations, which requires the use of fair value based method for fiscal years beginning on or after January 1, 2002 and applied to awards granted on or after the date of adoption. The Company will adopt the recommendations for the year ended August 31, 2003. Under this fair value based method, the value of stock-based compensation plan is the sum of two component parts: its intrinsic value and its time value. The intrinsic value reflects the extent to which it is "in the money" at any date; and the time value is the value of the potential increases to the plan holder at any given time. The estimated time value is added to the intrinsic value to determine the fair value of the plan at any time. In the three months period ended November 30, 2002, the Company granted 500,000 share purchase options to directors at US$0.15 per share until October 11, 2007. The fair value of each option granted is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 3%, dividend yield of 0%, volatility factor of 150%, and an expected life of 1 year. Had compensation cost of the stock based employee compensation been recorded, based upon the fair value of share options, additional compensation expense for the three months period ended November 30, 2002 would have been $41,500. The pro forma loss per share, assuming this additional compensation expense, would be as follows: November 30 November 30 2002 2001 $ $ -------- --- Pro forma loss (0.0008) N/A Pro forma results may be materially different than actual results realized. The Black-Scholes valuation model was developed for use in estimating the fair value of traded options which are fully transferable and highly traded. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its director stock options. .. /9 LOEWEN, STRONACH & CO. Chartered Accountants SUNGOLD ENTERTAINMENT CORP. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 (Unaudited - See Notice to Reader) (A Development Stage Company) (Presented in Canadian Dollars) PAGE - 9 - Note 7 SHARE CAPITAL (continued) a) Incentive share purchase options (continued) Outstanding share purchase options which were issued prior January 1, 2002 have neither been charged to income nor included in the calculation of pro forma loss, in accordance with Section 3870 of the CICA Handbook, which is to take effect prospectively. b) The following are outstanding share purchase warrants: # --------- 500,000 @ US $0.33 each to April 20, 2003 400,000 @ US $0.25 each to May 24, 2003 200,000 @ US $0.42 each to June 28, 2003 400,000 @ US $0.30 each to July 31, 2003 240,000 @ US $0.30 each to August 24, 2003 100,000 @ US $0.25 each to August 29, 2003 100,000 @ US $0.30 each to September 6, 2003 800,000 @ US $0.20 each to September 21, 2003 919,000 @ US $0.20 each to October 12, 2003 100,000 @ US $0.20 each to December 22, 2003 900,000 @ US $0.20 each to March 23, 2004 600,000 @ US $0.20 each to March 19, 2004 550,000 @ US $0.20 each to April 5, 2004 1,000,000 @ US $0.20 each to May 8, 2004 1,000,000 @ US $0.20 each to May 29, 2004 1,000,000 @ US $0.20 each to June 27, 2004 1,000,000 @ US $0.20 each to September 7, 2004 420,000 @ US $0.15 each to October 24, 2004 1,000,000 @ US $0.15 each to November 4, 2004 2,333,334 @ US $0.06 each to December 14, 2004 1,700,000 @ US $0.06 each to January 7, 2005 1,000,000 @ US $0.06 each to January 30, 2005 300,000 @ US $0.11 each to March 1, 2005 1,000,000 @ US $0.17 each to March 26, 2005 1,000,000 @ US $0.165 each to April 4, 2005 400,000 @ US $0.16 each to May 7, 2005 600,000 @ US $0.15 each to May 30, 2005 2,500,000 @ US $0.075 each to July 10, 2005 250,000 @ US $0.08 each to July 24, 2005 100,000 @ US $0.09 each to August 21, 2005 1,500,000 @ US $0.08 each to July 23,2005 3,000,000 @ US $0.08 each to September 27, 2005 3,000,000 @ US $0.07 each to November 1, 2005 --------- 29,912,334 ========== SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 6-K for the period ended January 15, 2003 to be signed on its behalf by the undersigned, thereunto duly authorized. SUNGOLD ENTERTAINMENT CORP. ----------------------------- (the Registrant) Date: January 21, 2003 By:* /s/ Kim N. Hart ----------------------------------- Kim N. Hart - President & CEO *Print name and title under the signature of the signing officer