-----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, HqWifPbKvV7MFIQocIuM946Lis3ndycVXD92VGEFiNiI7EsxySl3QleAVxnlA79+ OGmSEy4Tn5VVJs9WCRQu1A== 0001269678-05-000163.txt : 20050822 0001269678-05-000163.hdr.sgml : 20050822 20050822112402 ACCESSION NUMBER: 0001269678-05-000163 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050822 DATE AS OF CHANGE: 20050822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GUNDAKER/JORDAN AMERICAN HOLDINGS INC CENTRAL INDEX KEY: 0000855663 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 650142815 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-18974 FILM NUMBER: 051040133 BUSINESS ADDRESS: STREET 1: 2458 OLD DORSETT ROAD STREET 2: SUITE 118 CITY: MARYLAND HEIGHTS STATE: MO ZIP: 63043 BUSINESS PHONE: 314-298-1189 MAIL ADDRESS: STREET 1: 2458 OLD DORSETT ROAD STREET 2: SUITE 118 CITY: MARYLAND HEIGHTS STATE: MO ZIP: 63043 FORMER COMPANY: FORMER CONFORMED NAME: JORDAN AMERICAN HOLDINGS INC DATE OF NAME CHANGE: 19940118 FORMER COMPANY: FORMER CONFORMED NAME: CHRISTIAN PURCHASING NETWORK INC DATE OF NAME CHANGE: 19920703 10QSB 1 gun10q063005.txt United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2005 Commission File Number: 0-18974 GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. (Exact name of small business issuer as specified in its charter) Florida 65-0142815 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 27180 State Highway T, Excello MO 65247 (Address of principal executive offices) (660) 775-2589 (Issuer's telephone number) Jordan American Holdings, Inc. (Former Name of registrant as specified in its charter) Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 No X . As of June 30, 2005, there were 14,217,266 shares of common stock, par value $0.001 per share, outstanding. Transitional Small Business Disclosure Format (check one): Yes No X . --- --- TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Balance Sheets as of June 30, 2005 and December 31, 2004 (unaudited) 1-2 Condensed Statements of Operations for the three and six month periods ended June 30, 2005 and 2004 (unaudited) 3 Condensed Statements of Cash Flows for the six month periods ended June 30, 2005 and 2004 (unaudited) 4 Condensed Statement of Stockholders' Equity (Deficit) for the three month period ended June 30, 2005 (unaudited) 5 Notes to Condensed Financial Statements (unaudited) 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-11 Item 3. Controls and Procedures 12 PART II.OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14 Certifications Exhibit 31 Exhibit 32
Item 1. Financial Statements GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. CONDENSED BALANCE SHEETS (Unaudited) June 30, December 31, 2005 2004 ------------ ------------ ASSETS CURRENT ASSETS Cash $ 7,578 $ 5,912 Deposit with clearing broker 25,212 25,669 Interest receivable -- 19,308 Other receivables 2,930 5,036 ------------ ------------ Total current assets 35,720 55,925 FIXED ASSETS Property and equipment (net of accumulated depreciation of $ 31,610 and $ 27,125 respectively) 11,117 10,463 TOTAL ASSETS $ 46,836 $ 66,388 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 370,874 $ 364,593 Shareholder payable 141,518 117,712 Deferred revenues 2,542 2,542 ------------ ------------ Total Current Liabilities 514,934 484,847
The accompanying notes are an integral part of these financial statements. 1 GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. CONDENSED BALANCE SHEETS (Unaudited) (continued) June 30, December 31, 2005 2004 ----------- ----------- STOCKHOLDERS' EQUITY Preferred stock variable rate, cumulative, convertible, non-voting, $0.01 par value, $1.00 liquidation value, authorized 5,000,000 shares issued and outstanding, 2,000,000 20,000 20,000 Common stock $0.001 par value, authorized, 20,000,000 shares: issued and outstanding 14,217,266 shares 14,217 14,217 Additional paid-in capital 4,463,657 4,463,657 Accumulated deficit (4,965,971) (4,916,333) ----------- ----------- Total Stockholders' Equity (468,097) (418,459) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 46,836 $ 66,388 =========== =========== The accompanying notes are an integral part of these financial statements. 2
GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three Months Six Months Ending June 30, Ending June 30, ---------------------------- ---------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Revenue Commission income $ 8,222 $ 14,229 $ 13,451 $ 37,400 Investment advisory fees -- 763 10,484 9,595 ------------ ------------ ------------ ------------ Total revenue 8,222 14,992 23,935 46,995 Operating expenses: General and administrative expenses 39,672 26,954 74,231 66,712 ------------ ------------ ------------ ------------ Income (Loss) from operations (31,450) (11,962) (50,296) (19,717) Other income (expense): Dividend and interest income 341 12,438 649 24,950 Other income (net) -- -- 9 75 ------------ ------------ ------------ ------------ Total other income 341 12,438 658 25,025 ------------ ------------ ------------ ------------ Net income (loss) before income tax (31,109) 476 (49,638) 5,308 Income taxes -- 33 -- (141) ------------ ------------ ------------ ------------ Net income (loss) $ (31,109) $ 443 $ (49,638) $ 5,167 ============ ============ ============ ============ Net income (loss) per share (0.00) 0.00 (0.00) 0.00 ============ ============ ============ ============ Weighted average shares of common stock outstanding Basic 14,217,266 14,217,266 14,217,266 14,217,266 ============ ============ ============ ============ Diluted 14,217,266 14,217,266 14,217,266 14,217,266 ============ ============ ============ ============
The accompanying notes are an integral part of thefinancial statements. 3 GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ending June 30, 2005 2004 ---- ---- CASH FLOWS FROM OPERATIONS Net income (loss) $ (49,638) $ 5,167 Adjustments to reconcile net income (loss) to net cash flows from operations: Depreciation and amortization 1,511 1,605 Changes in operating assets and liabilities: Investment advisory fees -- 476 Clearing broker 457 (5,178) Interest receivable 19,308 7,326 Other receivables 2,106 1,437 Receivable from shareholders 23,806 (13,986) Accrued expenses and accounts payable 1,281 (19,987) Deferred revenue -- 1,132 ----------- ----------- Net cash used by operating activities (1,169) (22,008) CASH FLOWS FROM INVESTING ACTIVITIES Capital Expenditures (2,165) (479) ----------- ----------- Net cash provided by investing activities (2,165) (479) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from note payable plus accrued interest 5,000 5,000 ----------- ----------- Net cash provided by investing activities 5,000 5,000 ----------- ----------- Net increase (decrease) in cash 1,666 (17,487) Cash, beginning of period 5,912 18,886 ----------- ----------- Cash, end of period $ 7,578 $ 1,399 =========== =========== The accompanying notes are an integral part of the financial statements. 4
GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. STATEMENT OF STOCKHOLDERS' EQUITY For the Three Months Ended June 30, 2005 Preferred Stock Common Stock Additional Total ------------------------- ------------------------- Paid-In Accumulated Stockholders' Shares Amount Shares Amount Capital Deficit Equity ----------- ----------- ----------- ----------- ----------- ----------- ----------- Balance, December 31, 2004 2,000,000 $ 20,000 14,217,266 $ 14,217 $ 4,463,657 $(4,916,333) $ (418,459) Net loss -- -- -- -- -- (18,529) (18,529) ----------- ----------- ----------- ----------- ----------- ----------- ----------- Balance, March 31, 2005 2,000,000 $ 20,000 14,217,266 $ 14,217 $ 4,463,657 $(4,934,862) $ (436,988) =========== =========== =========== =========== =========== =========== =========== Net loss -- -- -- -- -- (31,109) (31,109) ----------- ----------- ----------- ----------- ----------- ----------- ----------- Balance, June 30, 2005 2,000,000 $ 20,000 14,217,266 $ 14,217 $ 4,463,657 $(4,965,971) $ (468,097) =========== =========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of the financial statements. 5 GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. NOTES TO FINANCIAL STATEMENTS June 30, 2005 (Unaudited) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited condensed financial statements of GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. ("the Company") are presented in accordance with the requirements for Form 10-Q and Article 10 of Regulation S-X and Regulation S-B. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles . In the opinion of management, all adjustments (all of which were of a normal recurring nature) considered necessary to fairly present the financial position, results of operations, and cash flows of the Company on a consistent basis, have been made. These results have been determined on the basis of generally accepted accounting principles and practices applied consistently with those used in the preparation of the Company's Annual Financial Statements for the year ending December 31, 2004. Operating results for the three months ending June 30, 2005 are not necessarily indicative of the results that may be expected for the year ended December 31, 2005. The Company recommends that the accompanying condensed financial statements for the interim period be read in conjunction with Form 10-KSB for the year ending December 31, 2004. Use of estimates The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses for the year then ended. Actual results may differ significantly from those estimates. Net Loss Per Share Basic loss per weighted average common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Common stock equivalents are excluded from the computation for the three months ended June 30, 2005, as their effect is anti-dilative. 6 GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. NOTES TO FINANCIAL STATEMENTS June 30, 2005 (Unaudited) NOTE 2 - GOING CONCERN The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has suffered significant losses, has a working capital deficit as of the date of this report, and possesses minimal ongoing sources of income consisting primarily of trailing commissions. The Company hopes obtain funding, via loans or private placements of stock to pay off debt and provide working capital. Management is seeking capital in the form of loans or stock private placements at this time. The Company's ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and ultimately, to achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. Management is seeking new capital and opportunities to revitalize the Company. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain statements contained in this report, including statements concerning the Company's future cash and financing requirements, and other statements contained herein regarding matters that are not historical facts, are forward looking statements; actual results may differ materially from those anticipated. Company Background and Change in Control On November 2, 2002, Wallace Neal Jordan reclaimed control of Jordan American Holdings. At that point, the attempted hostile takeover of the company had failed, and the rebuilding and restructuring of the company began. The battle for control of the company had included a proxy battle, which was won decisively by Mr. Jordan and the shareholders against Charles Clark, A.J. Elko and the Lamb foundation. Mr. Jordan, subsequently negotiated the purchase from the previous preferred shareholders, the Lamb Foundation, of all of their interests in the company, two million shares of preferred stock and 3.85 million shares of common stock. The purchase of the Lamb Foundations interest was made by Gordon Gundaker, in the name of the Gordon A. Gundaker Revocable Trust, with a perpetual proxy for voting privileges granted to Mr. Jordan, and the right to purchase a 50% interest in the transaction also being granted to Mr. Jordan. At the time of the completion of the transaction with the Lamb Foundation, Mr. Jordan, via the proxy and his previous ownership interest, had voting control of over 50% of the common stock of the company. As a result, the possibility of there ever existing the need for solicitation of proxys in order to settle any dispute within the company is done away with. Mr. Jordan, the founder of the company and largest shareholder, controls the important decisions affecting the shareholders of the company. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Results of Operations The Company had a net loss for the three month period ended June 30, 2005 of $ (31,109) or $ (0.00) per common share compared to a net profit of $ 443 or $ 0.00 per common share for the corresponding period of the previous year. For the six month period ended June 30, 2005, the Company had a net loss of $ (49,638) or $ (0.00) per common share compared to a net profit of $ 5,167 or $ 0.00 per common share for the corresponding period of the previous year. For the current quarter, the Company was essentially inactive, except for certain commissions and incidental expenses. The Company had an operating loss of $ (31,450) for the three months ended June 30, 2005 compared to an operating loss of $ (11,962) for the three months ended June 30, 2004. This increase in operating loss is primarily due to significantly lower revenue during this period when compared to the same quarter last year. For the six month period ended June 30, 2005, the Company had an operating loss of $ (50,296) compared to an operating loss of $ (19,717) for the corresponding period of the previous year. This increase in operating loss was primarily due to significantly lower revenues. For the three months ended June 30, 2005, revenues totaled $ 8,222 compared to revenues of $ 14,992 for the same quarter of 2004, an decrease of approximately 45% due to decreased commission income during the quarter. For the six months ended June 30, 2005, revenues totaled $ 23,935 compared to $ 46,995 for the same period of 2004. Selling, general, and administrative ("SG&A") expenses of $ 39,672 were incurred during the three month period ended June 30, 2005, compared to $ 26,954 for the comparative period of the previous year. This increase of approximately 47% was due primarily to rises in professional fees and salaries related expenses. For the six months ended June 30, 2005, SG&A expenses of $ 74,231 were incurred in comparison to $ 66,712 for the same period of 2004. Total other income was $ 341 for the three months ended June 30, 2005, compared to $ 12,438 for 2004. The reduction in income relates to the variable interest rate on the Company's investment in Boston Restaurant debentures, which were sold in the fourth quarter of 2004. For the six months ended June 30, 2005, total other income was $ 658 compared to $25,025 for the same period of 2004. 9 Liquidity and Capital Resources Six months ended June 30, 2005 2004 ----------- ----------- Operating activities $ (1,169) $ (22,008) Investing activities (2,165) (479) Financing activities 5,000 5,000 ----------- ----------- Net effect on cash $ 1,666 $ (17,487) =========== =========== As of June 30, 2005 and the year ended December 31, 2004, the Company had a deficit in working capital of $ (479,214) and $ (428,922), respectively. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Risk Factors, Trends & Uncertainties Total assets under management and corporate earnings may substantially increase or decrease due to (1) stock market conditions, including the onset of a long-term declining, or bear market; (2) performance returns as influenced by the Company's investment advisory decisions, operational expense and effectiveness of marketing efforts; (3) competition from mutual funds, other investment advisory companies and insurance companies; (4) interest rate changes and other actions taken by the Federal Reserve Board; (5) domestic and international economic and political conditions, high inflation and/or recession; (6) trends in business and finance; (7) international events; (8) acts of terrorism; and (9) other factors. The Company's affiliated investment adviser, Equity Assets Management, Inc. ("EAM"), is registered with and subject to regulation by the SEC under the Investment Advisers Act of 1940 and, where applicable, under state advisory laws. The Company is also subject to regulation by the SEC under the Investment Company Act of 1940. The Company's affiliate broker-dealer, IMPACT Financial Network, Inc. ("IFNI") is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934 (the "Exchange Act") and, where applicable, under state securities laws, and is regulated by the SEC, state securities administrators and the NASD. By law, investment advisors and broker-dealers are fiduciaries and are required to serve their clients' interests with undivided loyalty. There is a potential conflict of interest because of the affiliation between EAM and IFNI. While the Company believes that its existing relationships are in compliance with applicable law and regulations, because of this potential conflict of interest, the SEC may closely examine these relationships. Many aspects of the financial services industry involve substantial liability risks, including exposure under federal and state securities laws in connection with the distribution of securities and investment advisor activities. The Company does not currently maintain errors and omission insurance policies insuring against this risk. There can be no assurance that any changes to existing laws, regulations or rulings promulgated by government entities having jurisdiction over the Company's investment advisory, broker-dealer, investment company and commodities trading business will not have an adverse effect upon the business of the Company. Since November 2002, the date Mr. Jordan regained operating control of the Company, a process of restructuring the company for future business activities has been underway. During this time, the normal business activity of soliciting and gathering new client assets into accounts for management has not been undertaken. Once the Company's restructuring is complete, the Company intends to aggressively pursue the rebuilding of its client base of managed accounts. However, while the restructuring includes the raising of capital to be used in operations, until such time as this is accomplished, the revenues generated at the current level of business may not be sufficient to sustain existing operations. 11 ITEM 3. CONTROLS AND PROCEDURES As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer/Chief Financial Officer, of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act. Based on this evaluation, the Chief Executive Officer/Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There was no change in the Company's internal control over financial reporting during the Company's most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 31 Certification of Chief Executive Officer and Chief Financial and Accounting Officer of the Company Accompanying Periodic Reports pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (as filed herewith). 32 Certification of Chief Executive Officer and Chief Financial and Accounting Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (as filed herewith). (b) Reports on Form 8-K None 13 Signatures In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. By: /s/ W. Neal Jordan --------------------------------- Principal Executive Officer and Principal Financial and Accounting Officer Date: August __, 2005 14 EX-31 2 gun10q063005ex31.txt SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE AND FINANCIAL OFFICER Exhibit 31 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, W. Neal Jordan, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of GUNDAKER/JORDAN AMERICAN HOLDINGS, INC.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: August __, 2005 /s/ W. Neal Jordan ---------------------------- Principal Executive Officer Principal Financial and Accounting Officer EX-32 3 gun10q063005ex32.txt SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE AND FINANCIAL OFFICER Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of GUNDAKER/JORDAN AMERICAN HOLDINGS, INC. (the "Company") on Form 10-QSB for the period ending June 30, 2005, (the "Report"), I, W. Neal Jordan, Chief Executive Officer and Chief Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1) The Report fully complies with the requirement of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2) The information contained in the Report fairly presents, in all material respects, the Company's financial position and results of operations. August __, 2005 /s/ W. Neal Jordan ------------------------------ Chief Executive Officer and Chief Financial and Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----