U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0000-4494
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Commercial Property Corporation
-------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 13-5661446
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
3884 East North Little Cottonwood Road
Salt Lake City, Utah 84092
--------------------------
(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (801) 942-0555
9005 Cobble Canyon Lane
Sandy, Utah 84093
-----------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the Issuer (1) has filed all reports required to be filed by
Sections 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
Indicate by check mark whether the Issuer is a shell company (as defined by
Rule 12b-2 of the Exchange Act) Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
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:
April 30, 2006
2,054,652
---------
Transitional small business disclosure format (check one): Yes No X
--- ---
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The financial statements of Commercial Property Corporation, a
Delaware corporation (the "Company," "we," "our" or words of similar import)
required to be filed with this 10-QSB Quarterly Report were prepared by
management, and commence on the following page, together with Related Notes.
In the opinion of management, the Financial Statements fairly present the
financial condition of the Registrant.
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
UNAUDITED CONDENSED FINANCIAL STATEMENTS
April 30, 2006
COMMERCIAL PROPERTY CORPORATION
[A Development Stage Company]
CONTENTS
PAGE
Unaudited Condensed Balance Sheet,
April 30, 2006 F-2
Unaudited Condensed Statements of Operations,
for the three and six months ended April 30, 2006
and 2005 and from the re-entering of
development stage on November 19, 1997
through April 30, 2006 F-3
Unaudited Condensed Statements of Cash Flows,
for the six months ended April 30, 2006
and 2005 and from the re-entering of
development stage on November 19, 1997
through April 30, 2006 F-4
Notes to Unaudited Condensed Financial Statements F-5 - F-8
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
April 30,
2006
CURRENT ASSETS
Cash $ -
------------
Total Current Assets $ -
------------
$ -
============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 41,489
Advances from related parties 27,906
------------
Total Current Liabilities 69,395
------------
COMMITMENTS AND CONTINGENCIES
[See Note 6] -
------------
Total Liabilities 69,395
------------
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.001 par value, 10,000,000
shares authorized, no shares issued and
outstanding -
Common stock, $.001 par value, 50,000,000
shares authorized, 2,054,652 shares issued
and outstanding 2,055
Capital in excess of par value 2,033,097
Retained deficit (2,011,964)
Deficit accumulated during the development
stage (92,583)
----------
Total Stockholders' Equity (Deficit) (69,395)
----------
$ -
==========
The accompanying notes are an integral part of these unaudited condensed
financial statements.
F-2
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
From the
For the Three For the Six Re-entering of
Months Ended Months Ended Development Stage
April 30, April 30, on November 19,
__________________________________ 1997 Through
2006 2005 2006 2005 April 30, 2006
________ _________ _________ _____ _______________
REVENUE $ - $ - $ - $ - $ -
EXPENSES:
General and administrative 8,739 12,081 10,455 17,353 92,583
________ _________ _________ ________ ___________
LOSS BEFORE INCOME TAXES (8,739) (12,081) (10,455) (17,353) (92,583)
CURRENT INCOME TAX EXPENSE - - - - -
DEFFERED INCOME TAX EXPENSE - - - - -
________ _________ _________ ________ ___________
NET LOSS $ (8,739)$ (12,081)$ (10,455)$(17,353)$ (92,583)
________ _________ _________ ________ ___________
LOSS PER COMMON SHARE $ (.00)$ (.01)$ (.01)$ (.01)
-------- --------- --------- --------
The accompanying notes are an integral part of these unaudited condensed
financial statements.
F-3
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
From the
Re-entering of
For the Development Stage
Six Months Ended on November 19,
April 30, 1997 through
2006 2005 April 30, 2006
Cash Flows from Operating Activities:
Net loss $ (10,455) $ (17,353) $ (92,583)
Adjustments to reconcile net loss to
net cash used by operating activities:
Stock issued for services rendered - - 18,963
Changes in assets and liabilities:
Increase (decrease) in accounts payable 6,377 1,971 44,519
--------- ---------- ---------
Net Cash (Used) by Operating
Activities (4,078) (15,382) (29,101)
--------- ---------- ---------
Cash Flows from Investing Activities - - -
--------- ---------- ---------
Net Cash (Used) by Investing
Activities - - -
--------- ---------- ---------
Cash Flows from Financing Activities:
Capital contributions - - 1,195
Advances from related parties 4,078 15,382 27,906
--------- ---------- ---------
Net Cash Provided by Financing
Activities 4,078 15,382 29,101
--------- ---------- ---------
Net Increase (Decrease) in Cash - - -
Cash at Beginning of Period - - -
--------- ---------- ---------
Cash at End of Period $ - $ - $ -
========= ========== =========
Supplemental Disclosures of Cash Flow information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing Activities:
From the re-entering of development stage on November 19, 1997 through
April 30, 2006:
In January 2006, a company paid legal fees of $3,030 on behalf of the
Company for an acquisition that was terminated. The payment was treated
as a contribution to capital.
In April 1998, the Company issued 1,742,500 shares of common stock for
services rendered valued at $8,713.
In March 1998, the Company issued 205,000 shares of common stock for
services rendered valued at $10,250.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
F-4
COMMERCIAL PROPERTY CORPORATION
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Commercial Property Corporation ("the Company") was
organized under the laws of the State of Delaware on November 15, 1955
as Inland Mineral Resources Corp., but later changed its name to Parker-
Levitt Corporation. The Company has been known as Commercial Property
Corporation since 1977. The Company was previously engaged in various
real estate and development projects. The Company had entered into
several business acquisitions with subsidiaries and held various limited
partnership interests. The operations of the Company were not
successful and the Company discontinued the majority of its operations
by 1981. In 1984, the Company had its corporate charter canceled by the
State of Delaware. In 1997, the Company issued common stock which
resulted in a change in control. The Company is considered to have re-
entered into a new development stage on November 19, 1997. In June
2003, the Company was reinstated with the State of Delaware. The
Company is presently an inactive shell pursuing a suitable business
opportunity. Any transaction with an operating company will likely be
structured similar to a reverse acquisition in which a controlling
interest in the Company will be acquired by the successor operation. In
such a transaction, the shareholders of the Company will likely own a
minority interest in the combined company after the acquisition and
present management of the Company will likely resign and be replaced by
the principals of the operating company.
Condensed Financial Statements - The accompanying financial statements
have been prepared by the Company without audit. 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 April 30, 2006 and 2005 and for the
periods then ended have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed
or omitted. It is suggested that these condensed financial statements
be read in conjunction with the financial statements and notes thereto
included in the Company's October 31, 2005 audited financial statements.
The results of operations for the periods ended April 30, 2006 and 2005
are not necessarily indicative of the operating results for the full
year.
Development Stage - The Company is considered a development stage
company as defined in Statement of Financial Accounting Standards No. 7.
Cash and Cash Equivalents - The Company considers all highly liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.
Income Taxes -The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" which requires an asset/liability approach for the effect
of income taxes.
Loss Per Share - The computation of loss per share is based on the
weighted average number of shares outstanding during the period
presented in accordance with Statement of Financial Accounting Standards
No. 128, "Earnings Per Share" [See Note 5].
F-5
COMMERCIAL PROPERTY CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
Accounting Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those
estimated.
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards ("SFAS") No. 151, "Inventory Costs - an amendment
of ARB No. 43, Chapter 4", SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions - an amendment of FASB Statements No. 66 and
67", SFAS No. 153, "Exchanges of Nonmonetary Assets - an amendment of
APB Opinion No. 29", SFAS No. 123 (revised 2004), "Share-Based Payment",
SFAS No. 154, "Accounting Changes and Error Corrections - a replacement
of APB Opinion No. 20 and FASB Statement No. 3", and SFAS No. 155,
"Accounting for Certain Hybrid Financial Instruments an amendment of
FASB Statements No. 133, 140", and SFAS No. 156, "Accounting for the
Servicing of Financial Assets," were recently issued. SFAS No. 151,
152, 153, 123 (revised 2004), 154, 155 and 156 have no current
applicability to the Company or their effect on the financial statements
would not have been significant.
Restatement - In March 2005, the Company effected a 2-for-1 forward
stock split. The financial statements have been restated, for all
periods presented, to reflect the stock split and change in par value
[See Note 2].
In April 1998, the Company effected a 100-for-1 reverse stock split. In
December 2004, the Company amended its articles of incorporation to
change the common stock par value. The financial statements have been
restated, for all periods presented, to reflect the stock split and
change in par value [See Note 2].
Reclassification - The financial statements for periods prior to April
30, 2006 have been reclassified to conform to the headings and
classifications used in the April 30, 2006 financial statements.
NOTE 2 - CAPITAL STOCK
Preferred Stock In December 2004, the Company amended its articles of
incorporation to authorize 10,000,000 shares of preferred stock, $.001
par value, with such rights, preferences and designations and to be
issued in such series as determined by the Board of Directors. No
shares are issued and outstanding at
April 30, 2006.
Common Stock - In March 1998, the Company issued 205,000 shares of its
previously authorized but unissued common stock for services valued at
$10,250. The stock issuance resulted in a change of control of the
Company. The former officers and directors resigned and new officers
and directors were appointed.
F-6
COMMERCIAL PROPERTY CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 - CAPITAL STOCK [Continued]
In April 1998, the Company effected a 100-for-1 reverse stock split. No
shareholder was to be reduced to less than 50 shares; therefore, an
additional 56,632 shares were issued in conjunction with the reverse
split. The financial statements have been restated, for all periods
presented, to reflect the stock split.
In April 1998, the Company issued 1,742,500 shares of its previously
authorized but unissued common stock for services valued at $8,713.
In December 2004, the Company amended its articles of incorporation to
authorize 50,000,000 shares of common stock with $.001 par value.
Previously, the Company had authorized 3,000,000 shares of common stock
with $.01 par value. The financial statements have been restated for
all periods presented to reflect the change in par value.
In March 2005, the Company effected a 2-for-1 forward stock split. The
financial statements have been restated, for all periods presented, to
reflect the stock split.
The Company incurred legal fees pursuant to an unsuccessful acquisition.
Upon termination of the acquisition in January 2006 the target company
paid $3,030 of legal fees on behalf of the Company. The payment has
been treated as a contribution of capital.
NOTE 3 - RELATED PARTY TRANSACTIONS
Advances - An officer/shareholder of the Company has paid expenses
totaling $27,906 on behalf of the Company. The advances are due on
demand and bear no interest.
Management Compensation - During the six months ended April 30, 2006 and
2005, the Company did not pay any compensation to its officers and
directors.
Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use his
home as a mailing address, as needed, at no expense to the Company.
NOTE 4 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going
concern. However, the Company has no on-going operations and has
current liabilities in excess of current assets. These factors raise
substantial doubt about the ability of the Company to continue as a
going concern. In this regard, management is proposing to raise any
necessary additional funds not provided by operations through loans or
through sales of its common stock or through a possible business
combination with another company. There is no assurance that the
Company will be successful in raising this additional capital or in
establishing profitable operations. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
F-7
COMMERCIAL PROPERTY CORPORATION
[A Development Stage Company]
NOTES TO UNAUDTED CONDENSED FINANCIAL STATEMENTS
NOTE 5 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
For the Three For the Six
Months Ended Months Ended
April 30, April 30,
____________________ ____________________
2006 2005 2006 2005
_________ ________ ________ _________
Loss available to common
Shareholders (numerator) $ (8,739) $(12,081)$(10,455) $ (17,353)
_________ ________ ________ _________
Weighted average number
of common shares outstanding
used in loss per share during
the period (denominator) 2,054,652 2,054,652 2,054,652 2,054,652
_________ _________ _________ _________
Dilutive loss per share was not presented; as the Company had no common
equivalent shares for all periods presented that would effect the
computation of diluted loss per share.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
The Company has not been active for 20 years, since it discontinued its
real estate operations. Management believes that there are no valid
outstanding liabilities from prior operations. If a creditor were to come
forward and claim a liability, the Company has committed to contest the
claim to the fullest extent of the law. Due to various statutes of
limitations and because the likelihood that a 20-year old liability would
not still be valid, no amount has been accrued in these financial
statements.
F-8
Item 2. Management's Discussion and Analysis or Plan of Operation.
--------------------------------------------------------------------
Plan of Operation.
------------------
The Company has not engaged in any material operations since the
fiscal year ended October 31, 1981, or during the quarterly period ended
April 30, 2006, or to the date hereof.
The Company's plan of operation for the next 12 months is to:(i)
consider guidelines of industries in which the Company may have an interest;
(ii) adopt a business plan regarding engaging in business in any selected
industry; and (iii) to commence such operations through funding and/or the
acquisition of a "going concern" engaged in any industry selected.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing any potential industries as a
business venture, which the Company expects to pay from any cash resources or
loans from members of management.
Item 3. Controls and Procedures.
----------------------------------
As of the end of the period covered by this Quarterly Report, we
carried out an evaluation, under the supervision and with the participation of
our President and Secretary/Treasurer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on this
evaluation, our President and Chief Financial Officer concluded that our
disclosure controls and procedures are effectively designed to ensure that
information required to be disclosed or filed by us is recorded, processed or
summarized, within the time periods specified in the rules and regulations of
the Securities and Exchange Commission. It should be noted that the design of
any system of controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote. In addition, we reviewed our internal
controls, and there have been no significant changes in our internal controls
or in other factors that could significantly affect those controls subsequent
to the date of their last evaluation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
----------------------------
None; not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
----------------------------------------------------------------------
None; not applicable.
Item 3. Defaults Upon Senior Securities.
------------------------------------------
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
--------------------------------------------------------------
None; not applicable.
Item 5. Other Information.
----------------------------
None; not applicable.
Item 6. Exhibits.
-------------------
Exhibits.
31.1 302 Certification of David C. Merrell
31.2 302 Certification of Kristine M. Rogers
32 906 Certification
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Quarterly Report to be signed on its
behalf by the undersigned thereunto duly authorized.
Commercial Property Corporation
Date: 6/8/2006 By/s/David C. Merrell
---------- -------------------------------------
David C. Merrell
Director and President
Date: 6/8/2006 By/s/Kristine M. Rogers
---------- -------------------------------------
Kristine M. Rogers
Secretary and Treasurer
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David C. Merrell, President of Commercial Property Corporation (the
"small business issuer"), certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of the small
business issuer;
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 Quarterly Report;
3. Based on my knowledge, the financial statements, and other
financial information included in this Quarterly 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 Quarterly 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-14 and 15d-14) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) 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 my
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is
made known to me by others within those entities, particularly
during the period in which this Quarterly Report is being prepared;
b) evaluated the effectiveness of the small business issuer'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 Quarterly
Report based on such evaluation; and
c) disclosed in this Quarterly 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.
Dated: 6/8/2006 Signature:/s/David C. Merrell
---------- ----------------------
David C. Merrell
President
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kristine M. Rogers, Secretary/Treasurer of Commercial Property
Corporation (the "small business issuer"), certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of the small
business issuer;
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 Quarterly Report;
3. Based on my knowledge, the financial statements, and other
financial information included in this Quarterly 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 Quarterly 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-14 and 15d-14) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) 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 my
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is
made known to me by others within those entities, particularly
during the period in which this Quarterly Report is being prepared;
b) evaluated the effectiveness of the small business issuer'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 Quarterly
Report based on such evaluation; and
c) disclosed in this Quarterly 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.
Dated: 6/8/2006 Signature:/s/Kristine M. Rogers
---------- ----------------------
Kristine M. Rogers
Secretary/Treasurer
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 Commercial Property
Corporation (the "Registrant") on Form 10-QSB for the quarter ending April 30,
2006, as filed with the Securities and Exchange Commission on the date hereof
(the "Quarterly Report"), we, David C. Merrell, President and Kristine M.
Rogers, Secretary/Treasurer of the Registrant, 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 Quarterly Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Quarterly Report fairly presents,
in all material respects, the financial condition and result of operations of
the Registrant.
Dated: 6/8/2006 /s/David C. Merrell
---------- -------------------------
David C. Merrell
President and Director
Dated: 6/8/2006 /s/Kristine M. Rogers
---------- -------------------------
Kristine M. Rogers
Secretary and Treasurer