2008				2007
Stock options, related party		$	423,300			$	165,000
Stock options, other			30,600				130,800
Total compensation cost			453,900				295,800
Income tax			—				—
Net compensation cost		$	453,900			$	295,800

At June 30, 2008, all compensation costs have been recognized, as all options granted were fully vested on the grant date.

A summary of changes in the number of stock options outstanding for the years ended June 30, 2008 and 2007 is as follows:

						Weighted		Weighted
						Average		Average
						Exercise		Remaining		Aggregate
						Price		Contractual		Intrinsic
				Shares		Per Share		Life		Value
Outstanding at June 30, 2006				2,552,547		$0.70		6.28 yeaers
Granted				395,000		$1.34		6.6 years
Exercised				(100,000)		$0.70		N/A
Cancelled/Expired				(104,952)		$0.70		N/A
Outstanding at June 30, 2007				2,742,595		$0.79		5.8 years		$  333,250
Granted.				890,000		$1.50		5.32 years
Exercised.				(35,350)		$0.71		N/A
Exercised				(73,352)		$0.70		N/A
Cancelled/Expired				(18,585)		$0.70		N/A
Outstanding at June 30, 2008				3,505,308		$0.97		5.25 years		$  333,250
Exercisable at June 30, 2008				3,505,308		$0.97		5.25 years		$  333,250

 

F - 15

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LGA HOLDINGS, INC.

Notes to Financial Statements

(6) Income Taxes

 

A reconciliation of U.S. statutory federal income tax rate to the effective rate follows for the years ended June 30, 2008 and 2007:

 

		June 30,
		2008				2007
U.S. statutory federal rat			34.00	%			34.00	%
State income tax rate			3.06	%			3.06	%
Deferred income			0.00	%			0.00	%
Net operating loss for which no tax
benefit is currently available			-37.06	%			-37.06	%
			0.00	%			0.00	%

At June 30, 2008, deferred tax assets consisted of net tax asset of $2,371,429 due to net operating loss carryforward for federal income tax purposes of approximately $6,488,009, which was fully allowed for in the valuation allowance of $2,371,429.  The valuation allowance offsets the net deferred tax asset for which there is no assurance of recovery.  The change in the valuation allowance for the year ended June 30, 2008 was $274,838.  The net operating loss carryforward will expire through 2028.

The valuation allowance is evaluated at the end of each year, considering positive and negative evidence about whether the deferred tax asset will be realized.  At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax assets is no longer impaired and the allowance is no longer required.

(7) Commitments

We lease some of our office space under a non-cancelable operating lease through May 2011.  Future minimum lease payments are as follow:

Date		Amount
6/30/2009		$	36,773
6/30/2010		$	18,630
6/30/2011		$	17,854

We recorded rent expense in the amount of $76,686 and $36,892 for the years ended June 30, 2008 and 2007, respectively.

 

 (8)  Embezzlement

The Company suffered an embezzlement of $72,801 for the year ended June 30, 2006, $44,764 for the year ended June 30, 2007, and $1,700 for the year ended June 30, 2008. We have implemented internal control procedures, which we believe will prevent any future losses.

 

F - 16

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LGA HOLDINGS, INC.

Notes to Financial Statements

(9)  Adjustment for Immaterial Uncorrected Financial Statement Differences

During the year ended June 30, 2007, we evaluated and quantified accumulated immaterial uncorrected financial statement differences through June 30, 2006, in accordance with SAB 108, as follows:

		Financial Statements Effect
		Amount of Over (Under) Statement of:
		Total Assets				Total Liabilities				Loss Before Taxes				Net Loss				Net Loss Per Share
Inventory		$	(7,658	)		$	-			$	7,658			$	7,658			$	0.00
Accrued interest			-				12,062				(12,062	)			(12,062	)		$	(0.00	)
			(7,658	)			12,062				(4,404	)			(4,404	)		$	(0.00	)
Net Unadjusted
Audit Differences—June 30, 2006			(7,658	)			12,062				(4,404	)			(4,404	)		$	(0.00	)
Net Audit Differences		$	(7,658	)		$	12,062			$	(4,404	)		$	(4,404	)		$	(0.00	)

During the year ended June 30, 2006, basic accounting errors were made and were left uncorrected as they were considered immaterial to our overall financial statements.  The overstatement of interest expense is corrected in 2007 as an adjustment to the opening balance of retained earnings in the accompanying condensed financial statement.  The difference in inventory was subsequently adjusted through our physical inventory count during the year ended June 30, 2007.

.

(10)  Subsequent Events- Financing

In August 2008, we borrowed $24,000 for working capital.

 

 

F - 17

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Item 8.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

Not Applicable

 

Item 8A.  Controls and Procedures.

Prior to September, 2006, LGA’s internal disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) and internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act) were not effective.  During the audit of the June 30, 2006 financial statements, the auditors discovered indications of embezzlement by the Company’s bookkeeper.  The embezzled amount was approximately $134,000 and occurred between June, 2005, and October, 2006.

Internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act) should be adequate and effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and include those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements.

LGA did not have formal internal control over financial reporting (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) as of June 30, 2006, and through September, 2006, when the embezzlement was discovered.  The weaknesses in internal controls and procedures that were exploited by the Company’s bookkeeper were (1) a lack of segregation of duties over cash management (including credit cards) and (2) insufficient supervision by management over accounting functions.

Management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal controls over financial reporting were implemented in late 2006 and the Company’s principal executive officer and principal financial officer have concluded that they are now effective.

The Company’s principal executive officer and principal financial officer have concluded that disclosure controls and procedures are minimal, but also effective due to the Company’s small size and the regular communications among its seven full-time employees.

 

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Item 8A(T)    Controls and Procedures.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on advice from our auditor following our Fiscal 2008 audit.  Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of June 30, 2008. During Fiscal 2008, substantial changes were made in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report.

Item 8B.      Other Information.

None

 

 

Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.

Directors serve terms of 1 year or until his or her successor has been elected and qualified.

Name	Age	Position	Director Since
Marty Williams*	48	Chief Executive Officer,	June 2004
		President Director
Sara Williams*	39	Secretary, Treasurer,	June 2004
		Director
Eric Nickerson	57	Director, Controller	June 1990
Matthew Drabczyk	49	Vice President Engineering,	May 2006
		Director

__________

 

* Marty Williams and Sara Williams are husband and wife.

 

 

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MARTY WILLIAMS, Chief Executive Officer, President, Director. Mr. Williams was appointed to his positions upon the acquisition of Aero by LGA effective June 30, 2004. Mr. Williams has been Chief Executive Officer, President and a Director of Aero since its inception in 1998. At Aero he is responsible for establishing and maintaining the corporate mission and culture. He is responsible for product creation, strategic planning, and the entrepreneurial spirit. He also directs and coordinates Aero's financing to provide funding for new and continuing operations. Mr. Williams' professional experience includes many different areas in the securities industry where he applied his knowledge of small business operations, finance, strategic development and business modeling. As an independent broker at Schneider Securities, Inc., Denver, Colorado, from 1988 to 1991 and again from 1993 to 1999, Marty was principally involved in development of private placement offerings for early stage companies and the subsequent sales of those offerings. From 1991 to 1993 he was a stock broker with RAF Financial, Denver, Colorado. He has a Bachelor of Science in Business Administration, University of South Dakota.

SARA WILLIAMS, Secretary, Treasurer, Director. Ms. Williams was appointed to her positions upon the acquisition of Aero by LGA effective June 30, 2004. Ms. Williams has been Treasurer and a Director of Aero since its inception in 1998. She has been Secretary of Aero since June 30, 2004. At Aero Ms. Williams manages daily business flow, business development, product inquiries, marketing, promotions, account management, dealer relations, sales and customer service, order fulfillment, and shipping. Mrs. Williams' professional experience includes many areas in sales, advertising, software development, operations, and product development. She has been involved in direct sales, account management and start-up business management in the areas of print advertising, new business development, customer relations, and marketing. At Sunset Publishing Corporation, Menlo Park, California, as a Direct Sales Representative from 1993 to 1995 and 1996 to 1998, Mrs. Williams was responsible for generating sales of new advertising programs and account management. While working for Saligent, Inc., Colorado Spring, Colorado for a short period in 1995, Mrs. Williams was occupied with inside sales management, program development, supervision and training. She has a Bachelor of Arts in Political Science, The Colorado College.

ERIC J. NICKERSON has served as a Director of LGA since June of 1990 and as a Director of Aero since April 2001.  Mr. Nickerson joined the Company in the position of Controller in November, 2006.  Mr. Nickerson was a member of the faculty of the United States Military Academy at West Point, New York from 1989 to 1993. In June 1993, Mr. Nickerson retired as a United States Air Force officer. Currently, Mr. Nickerson is a private investor and directs personal accounts and an investing partnership, Third Century II. Third Century II is a major shareholder in LGA.

MATTHEW DRABCZYK has served as Vice President and Director of LGA since May, 2006.  Mr. Drabczyk has been President of Restaurant Interiors, Inc. for more than five years where he is responsible for sales, engineering and accounting.  Restaurant Interiors constructs and installs commercial dining facilities.

Legal Proceedings

None.

Audit Committee

LGA does not have an audit committee and neither LGA nor Aero has a financial expert on their respective Boards of Directors or as an employee. LGA's Board of Directors acts as its audit committee. LGA is a company with annual revenue of less than $700,000 and its accounting is relatively simple. Therefore, the Company's management did not believe having a financial expert offered shareholders much benefit considering the costs that would have been involved.  See Item 8A, above.  None of the Board of Directors is independent as defined in Rule 10A-3 of the Exchange Act.

 

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Section 16(a) Beneficial Ownership Reporting Compliance

The following table sets forth information determined by LGA with respect to the indicated person's requirements to file Forms 3, 4 and 5 for LGA's most recent fiscal year.

Name	Number of Late Reports	Number of Transactions That Were Not Reported	Known Failures to File
Eric Nickerson	0	1	1
Third Century II	0	0	0
Marty Williams	0	1	1
Sara Williams	0	1	1
Floyd Murray	0	1	1

Code of Ethics

LGA has not adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company has only 7 full time employees and limited revenues. Its three principal officers are all substantial shareholders who together own 60% of the company’s common shares, and constitute 75% of the Board of directors. Mr. & Mrs. Williams and Mr. Nickerson do not believe that the Company presently needs written standards that are reasonably designed to deter wrongdoing and to promote:

     (1)  Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

     (2)  Full, fair, accurate, timely, and understandable disclosure in reports and documents that a small business issuer files with, or submits to,  the Commission and in other public communications made by the small business issuer;

     (3)  Compliance with applicable governmental laws, rules and regulations;

     (4)  The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

     (5)  Accountability for adherence to the code.

Mr. & Mrs. Williams and Mr. Nickerson believe that they act ethically with respect to the above categories despite the lack of a written code of ethics.  They further believe that current internal controls adequately preclude any other employee from perpetrating material wrongdoing against the Company.

 

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Item 10. Executive Compensation.

The following table sets forth information with respect to all officers of LGA and Aero who received $100,000 or more of annual compensation for all services rendered in all capacities in the three most recent fiscal years and for the CEO regardless of compensation.

Summary Compensation Table

 

Name and Principal Position	Year	Salary	Bonus	Stock Awards	Option Awards	Nonequity Incentive Plan Compensation	Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Marty Williams CEO, President, Director	2008	$48,000	0	0	$255,000	0	0	0	$303,000
	2007	$48,000	0	0	0	0	0	0	$48,000
Eric Nickerson Controller, Director	2008	$30,000	0	0	$102,000	0	0	0	$132,000
	2007	$18,750	0	0	0	0	0	0	$18,750
Matthew Drabczyk, Vice President Engineering, Director	2008	0	0	0	0	0	0	0	0
	2007	0	0	0	$165,000	0	0	0	$165,000

 

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The following table contains information regarding equity awards outstanding at the end of the last completed fiscal year held by the named executive officers.

Outstanding Equity Awards at fiscal Year End

Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards:  Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares of Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards:  Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards:  Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Marty Williams	500,000	0	0	0.70	2010	0	0	0	0
Marty Williams	400,000	0	0	1.50	2012	0	0	0	0
Sara Williams	500,000	0	0	0.70	2010	0	0	0	0
Sara Williams	100,000	0	0	1.50	2012	0	0	0	0
Matthew Drabczyk	250,000	0	0	0.70	2015	0	0	0	0
Matthew Drabczyk	100,000	0	0	1.75	2017	0	0	0	0
Eric Nickerson	200,000	0	0	1.50	2012	0	0	0	0
Third Century II	215,000	0	0	1.00	2012	0	0	0	0

Marty Williams

100,000

0

0

1.50

2017

0

0

0

0

Director Compensation

Directors as a group are currently not compensated as such for their services.

 

 

Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table provides information as of the end of the most recently completed fiscal year with respect to compensation plans (including individual compensation arrangements) under which equity securities of the small business issuer are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	1,635,000	$1.01	189,635
Equity plans not approved by security holders *	1,870,308	$.93	0
Total	3,505,308	$..97	189,653

 

 

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The following table contains information as of  September 23, 2008, summarizing the beneficial ownership of LGA common stock by (1) each person known to LGA to be the beneficial owner of more than 5% of its issued and outstanding common stock, (2) LGA's executive officers and directors individually, and (3) all LGA's executive officers and directors as a group. Except as stated in the footnotes to the table, each of these persons exercises sole voting and investment power over the shares of common stock listed for that person.

Name and Address	Position	Number of LGA Common Shares Held	Percentage of Outstanding Share Held
Marty Williams (1), (2)	President, Chief	3,454,999	31.8%
5565 Teakwood Terrace	Executive Officer,
Colorado Springs, CO 80918	Director
Sara Williams (1), (3)	Secretary,
5565 Teakwood Terrace	Treasurer,	3,454,999	31.8%
Colorado Springs, CO 80918	Director
Eric J. Nickerson (4)
1711 Chateau Ct.	Director	4,064,365	42.1%
Fallston, MD 21047
Matthew Drabczyk (5)	Vice President
Restaurant Interiors	Engineering,
5530 Joliet St.	Director	608,886	6.3%
Denver, CO 80239
All Officers and Directors as  a Group (3 persons) (6)	NA	8,128,250	70.0%
Floyd Murray
13020 Caraway Dr.	NA	2,025,921	21.4%
Sun City West, AZ 85375
Third Century II
1711 Chateau Ct. (7)	NA	3,692,953	39.0%
Falston, MD 21047

 ________________

(1)  Sara Williams and Marty Williams are husband and wife.

(2)  Includes 1,854,999 shares owned as joint tenant with Sara Williams, options to acquire 1,000,000 shares and options to acquire 600,000 shares owned by Sara Williams.

(3)  Includes 1,854,999 shares owned as joint tenant with Marty Williams, options to acquire 600,000 shares and options to acquire 1,000,000 shares owned by Marty Williams.

(4) Includes 3,692,953 shares deemed owned by Third Century II. Mr. Nickerson is Senior Partner of the investment company Third Century II. Mr. Nickerson disclaims beneficial ownership of all of the shares and options owned by Third Century II.

(5)  Includes options to acquire 350,000 shares.

(6)  The Directors are Marty Williams, Sara Williams, Eric J. Nickerson and Matthew Drabczyk and includes the shares deemed directly or indirectly beneficially owned by each of them.

(7)  Includes options to acquire 215,000 shares.

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Note: Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person or entity holding such securities, but are not outstanding for computing the percentage of any other person or entity. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Item 12. Certain Relationships and Related Transactions.

Please refer to Note 2 to the Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In September 2007, an affiliate loaned the Company $88,056 in the form of an unsecured note carrying 8% annual interest, which matured on December 15, 2007.  It was agreed that if the note is not paid on the due date, the entire principal and accrued interest shall continue to draw interest at the rate of 8%.  In January 2008, the principal and accrued interests were paid in full.

In July 2007, a director loaned the Company $36,000 in the form of an unsecured demand note carrying 8% annual interest.  In January 2008, the principal and accrued interests were paid in full.

We incurred interest expense of $11,172 on the notes for the year ended June 30, 2008.  At June 30, 2008, accrued interest related to the promissory notes totaled $7,833 and is reflected in the accompanying financial statements.

 

In March 2007, we granted to Matt Drabczyk, a Director of the Company, an option to purchase a total of 100,000 shares of the Company’s common stock.  The option carries an exercise price of $1.75 per share and vested at the date of grant.  We determined the fair value of the options at $1.65 per share and recorded share-based payment $165,000 in accordance with SFAS 123R.  See footnote 5.

 

 

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In December 2006, we conducted a private placement offering whereby we sold 215,000 units to Third Century II at $.70 per unit or $150,000.  Each unit comprised of one share of the Company’s common stock and one option to purchase the Company’s common stock at $1.00 per share.  This transaction was part of a private placement that was available to other investors on the same terms.  Mr. Nickerson, Controller and a Director of the Company, is Senior Partner of Third Century II.  The sale of the call option described in note 2 to the financial statements was to Third Century II.

During the year ended June 30, 2007, Mr. Williams, the Company’s Chief Executive Officer, President and an Officer, loaned the Company $60,000 at 8% interest with principal and interest due June 30, 2010.

In September 2006, the Company reclassified $106,408 from a note payable to Marty and Sara Williams to accrued payroll.  This was a reversal of an earlier transaction in order to avoid having to restate earlier financial statements that incorrectly described the transaction.  The accrued interest of $6,478 was forgiven by the Williams and deemed a contribution to the Company’s capital.

Item 13. Exhibits.

        10.1   - License Agreement with Cequent Towing Products, Inc.

        31.1   - A Rule 13a-14(a)/15d-14(a) Certifications

        31.2   - A Rule 13a-14(a)/15d-14(a) Certifications

        32.1   - A Certification Pursuant To 18 U.S.C. Section. 1350

        32.2  - A Certification Pursuant To 18 U.S.C. Section. 1350

Item 14. Principal Accountant Fees and Services.

Audit Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for the audit of LGA's and Aero's annual financial statements and review of financial statements included in the registrant's Form 10-QSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $37,900 for 2007 and $22,210 for 2008.  

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant's financial statements and are not reported under Item 9(e)(1) of Schedule 14A were $-0- for 2007 and $-0- for 2008.

Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $-0- for 2007 and $-0- for 2008.

All Other Fees

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A were $-0-for 2007 and $-0- for 2008.

Audit Committee Policies

Neither LGA nor Aero has an audit committee. Such authority is exercised by the full Boards of Directors of each company.  The board has delegated hiring authority to the Company President.  All directors are intimately involved with the day-to-day operations of the Company, which include its financial operations.  Therefore, all Directors are aware of and involved with the engagement of the auditor. Neither Board currently has any pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X; or (ii) approved any services described in each of Items 9(e)(2) through 9(e)(4) of Schedule 14A that were subject to approval by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

Supplemental information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Exchange Act By Non-reporting Issuers.

No annual report or proxy material has been sent to security holders.

 

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LGA Holdings, Inc.

(Registrant)

 

 

By: /s/ Marty Williams

Marty Williams, Chief Executive Officer, President

Date October 1, 2008

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:  /s/ Marty Williams

Marty Williams, Chief Executive Office, Director

Date October 1, 2008

By: /s/ Sara Williams

Sara Williams, Treasurer (principal financial officer), Director

Date October 1, 2008

By:  /s/ Eric Nickerson

Eric Nickerson, Controller (principal financial officer), Director

Date October 1, 2008

By:  /s/ Matthew Drabczyk

Matthew Drabczyk, Director

Date October 1, 2008

 

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