Edgar Filing: Duke Mountain Resources, Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-QSB

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2007

[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission File Number 333-140177

DUKE MOUNTAIN RESOURCES, INC.

(Exact name of Small Business Issuer as specified in its charter)


Nevada	980503336
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

701 Fifth Ave, Suite 4200, Seattle, WA 98104

(Address of principal executive offices)

(778) 329-2200

(Issuer's telephone number)

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ X ] No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ X ] Yes [ ] No

There were 12,165,000 common shares outstanding of as of September 30, 2007.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]

CONTENTS

PART I - FINANCIAL INFORMATION

Item 1 Financial Statements

FINANCIAL STATEMENTS

BALANCE SHEETS

PAGE 1

STATEMENTS OF OPERATIONS

PAGE 2

STATEMENT OF SHAREHOLDERS DEFICIENCY

PAGE 3

STATEMENTS OF CASHFLOWS

PAGE 4

NOTES TO FINANCIAL STATEMENTS

PAGE 5 & 6

ITEM 2. MANAGEMENTS DISCUSSION AND

PAGE 7 & 8

ANALYSIS OR PLAN OF OPERATIONS

ITEM 3. CONTROLS AND PROCEDURES

PAGE 8

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

PAGE 9

ITEM 2. UNREGISTERED SALES OF EQUITY

PAGE 9

SECURITIES AND USE OF PROCEEDS

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

PAGE 9

ITEM 4. SUBMISSION OF MATTERS TO VOTE

PAGE 9

OF SECURITY HOLDERS

ITEM 5. OTHER INFORMATION

PAGE 9

ITEM 6. EXHIBITS AND REPORTS ON FORM 8K

PAGE 9

SIGNATURES

PAGE 10

PART 1 – FINANCIAL INFORMATION

Item 1 - Financial Statements

DUKE MOUNTAIN RESOURCES, INC.

FINANCIAL STATEMENTS

SEPTEMBER 30, 2007

CONTENT

BALANCE SHEETS

PAGE 1

STATEMENTS OF OPERATIONS

PAGE 2

STATEMENT OF SHAREHOLDER DEFICIENCY

PAGE 3

STATEMENTS OF CASHFLOWS

PAGE 4

NOTES TO FINANCIAL STATEMENTS

PAGE 5 & 8

DUKE MOUNTAIN RESOURCES, INC

(an exploration stage company)

CONSOLIDATED BALANCE SHEETS

September 30, 2007 and December 31, 2006

(unaudited)

September 30, 2007 December 31, 2006

ASSETS

Current Assets

Cash & cash equivalents

419,631

169,482

Other

329

Total current assets

419,726

169,811

Mineral Rights

40,000

Total assets

459,726

209,811

LIABILITIES & SHAREHOLDER’S DEFIENCY

Current Liabilities

Accounts payable

515

Accrued interest

2,166

______________

Total current liabilities

2,166

515

Shareholder’s Equity

Common stock, $.001 par value: (76,000,000 shares authorized,

12,165,000 issued and outstanding at September 30, 2007and 11,405,000

at December 31, 2006)

12,165

11,405

Additional paid-in capital

513,835

210,595

Deficit accumulated during the exploration stage

(68,440)

(12,704)

Total shareholder’s deficiency

457,560

209,296

Total liabilities and shareholder’s deficiency

459,726

$ 209,811

See notes to financial statements

Page 1

DUKE MOUNTAIN RESOURCES, INC.

(an exploration stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months and 150 day period ended September 30, 2006 and the three and nine months ended September 30, 2007 and from (Inception) May 3, 2006

through September 30, 2007 (unaudited)

Three months ended

Nine months ended

150 days ended

From Inception May 3, 2006) to

September 30, 2007 September 30, 2006

September 30, 2007

September 30, 2006

September 30, 2007

Revenues

Operating and administrative expenses

Advertising and promotional

889

887

1,246

887

2,132

Interest and bank charges

140

204

384

Loss on foreign exchange

Licenses and fees

3,028

230

4,984

355

5,679

Office and miscellaneous

950

427

7,516

930

9,076

Professional fees

14,158

44,873

5,000

55,727

Utilities

655

1,273

19,820

1,585

60,096

7,238

74,324

Other income

1,332

- 4,360

5,884

Net loss for the period

$ (18,488) $ (1,585) $ (55,736)

$ (7,238) $ (68,440)

Basic and diluted net loss per common share

(0.00)

(0.00) $ (0.00)

Weighted average number of common shares 11,735,435 11,000,000

11,516,355

11,000,000

Outstanding

See notes to financial statements

Page 2

DUKE MOUNTAIN RESOURCES, INC

(an exploration stage company)

CONSOLIDATED STATEMENTS OF SHAREHOLDER’S DEFICIENCY

from Inception (May 3, 2006) to September 30, 2007

(unaudited)

Deficit

Accumulated

During the

Total

Common Stock

Additional Exploration

Shareholder’s

Amount

Paid-in Capital

Stage

Deficiency

Balances, May 3, 2006

$ -

Common stock issued for cash in private

placement, May 3, 2006

10,000,000

10,000

Common stock issued for cash in private

placement, May 19, 2006

1,000,000

1,000

49,000

50,000

Common stock issued for cash in private

Placement, May 31, 2006

405,000

405

161,595

162,000

Net loss

(12,704)

_________ ________ _________ _______ ______________

Balances, December 31, 2006

11,405,000

11,405

210,595

(12,704)

209,296

Net loss

(37,248)

Common stock issued for cash in public

Offering , August 29, 2007

760,000

760

303,240

304,000

Net loss

(55,736)

Balances, September 30, 2007

12,165,00 $ 12,165

$513,835 $

(68,440)

457,560

See notes to financial statements

Page 3

DUKE MOUNTAIN RESOURCES, INC

(an exploration stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the 150 day period ended September 30, 2006, for the nine month period ended September 30, 2007 and

from (Inception) May 3, 2006 through September 30, 2007

(unaudited)

From inception

150 day period ended

(May 3, 2006) to

September 30,206 September 30, 2007 September 30, 2007

Cash Flows from Operating Activities

Net loss for the period

(7,238)

(55,736)

(68,440)

Changes in operating assets and liabilities

Accounts payable

(515)

Other current assets

10,000

234

(95)

Accrued interest

2,166

________________

__________________

_________________

Net cash flows from operating activities

2,762

(53,851)

(66,369)

Cash Flows from Investing Activity

Investment in mineral rights

(40,000)

Cash Flows from Financing Activity

Proceeds from public offering

212,000

304,000

Proceeds from private placement

222,000

________________

___________________

_________________

Net cash flows from financing activities

212,000

304,000

526,000

Increase in cash and cash equivalents

174,762

250,149

419,631

Cash and cash equivalents, beginning of period

169,482

________________

___________________

__________________

Cash and cash equivalents, end of period

174,762

419,631 - $

419,631____

See notes to financial statements

Page 4

NOTES TO FINANCIAL STATEMENTS

Note 1. The Company and Significant Accounting Policies

Organization

Duke Mountain Resources, Inc. ("Duke Mountain"), a Nevada Corporation, was formed on May 3, 2006 as a mineral exploration and development company focused on the acquisition, exploration, and the development of gold, silver and base metal properties in which it holds an interest.

On September 21, 2007, the Company established a Canadian operating subsidiary Duke Mountain Resources Canada, Inc. The Canadian operating subsidiary will conduct all mineral explorations for Duke Mountain Resources, Inc.

Duke Mountain controls over 1,045 hectares of mineral claims.

The accompanying unaudited interim financial statements in the opinion of management contain all adjustments (which are of a normal recurring nature) necessary to present fairly the financial position as of September 30, 2007 and December 31, 2006, and the results of operations for the three months 150 day period ended September 30, 2006 and the three and nine months ended September 30, 2007, and the period from May 3, 2006 (inception) through September 30, 2007, and cash flows for the 150 day period ended September 30, 2006, for the nine months ended September 30, 2007 and from May 3, 2006 (inception) through September 30, 2007. These results have been determined on the basis of generally accepted accounting principles and practices in the United States and applied consistently with those used in the preparation of the Company’s 2006 audited financial statements.

Going Concern

Duke Mountain is a young company and has incurred net operating losses since its inception on May 3, 2006. Duke Mountain's ability to continue as a going concern is dependent on obtaining additional financing and/or achieving a sustainable profitable level of operations. Duke Mountain expects to obtain additional financing through the issuance of additional equity securities. This will dilute the interests of current shareholders.

Cash & Cash Equivalents

Cash and cash equivalents include bank deposits and a term deposit with an original maturity date of three months or less. Duke Mountain occasionally has cash with financial institutions in excess of insured limits.

Mineral Rights

Mineral rights consist of direct costs to obtain the mineral claims. If mineral right costs are capitalized and Duke Mountain determines it is not economically feasible to develop the claim, the costs are immediately expensed. Also, mineral rights costs are not capitalized at an amount more than the anticipated recovery from the claim area. Mineral rights costs associated with specific areas will be amortized as minerals are received from the areas. As of September 30, 2007, there were no mining activities, so there has been no amortization.

All other costs related to the exploration and developments of unproven properties are expensed as incurred.

Earnings per Share and Potentially Dilutive Securities

Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are

expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in

income in the period that includes the enactment date. To the extent that it is not considered to be more likely than not that a deferred tax asset will be realized, a valuation allowance is provided.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Note 2. Related Party Transactions

On May 19, 2006 and June 16, 2006 the President & CEO of Duke Mountain acquired three mineral claims on the Company's behalf. Under the British Columbia Mineral Tenure Act, the title to British Columbia mineral claims can only be held by individuals or British Columbia corporations. Since Duke Mountain Resources, Inc., is a Nevada Corporation, the President & CEO is holding the mineral claims in trust, until the fourth quarter when the mineral rights will be transferred to the Canadian subsidiary Duke Mountain Resources Canada, Inc.

On May 13, 2006, Duke Mountain completed a private placement with the President & CEO where by 10,000,000 shares were purchased for $10,000 at $0.001 per share.

Note 3. Income Taxes

The difference between the statutory federal tax rate and the tax provision of zero recorded by Duke Mountain is primarily due to Duke Mountain's full valuation allowance against its deferred tax assets. As of September 30, 2007, Duke Mountain did not have any income for tax purposes and, therefore, no tax liability or expense has been recorded in these financial statements.

Duke Mountain has tax losses of approximately $56,000 for the nine months ended September 30, 2007, which are available to reduce future taxable income. The tax losses expire in 2027. Tax losses of approximately $12,000 were incurred for the period ended December 31, 2006. The tax losses for the period ended December 31, 2006 expire in 2026.

The deferred tax asset associated with the tax loss carryforward is approximately $8,400 for the period ended September 30, 2007 and approximately $1,900 for the period ended December 31, 2006. A full valuation allowance has been set up against the deferred tax asset.

Note 4. Private Placement

On May 19, 2006, Duke Mountain completed a private placement for $50,000 where investors purchased 1,000,000 shares for $0.05 per share. On May 31, 2006 a second private placement was completed for $162,000 where investors purchased 405,000 shares for $0.40 per share.

Note 5. Public Offering

On October 31, 2007, Duke Mountain Resources, Inc., completed a public offering in which $304,000 was raised during the third quarter where investors purchased 760,000 units for $0.40 per unit. Each unit consisted of one common share, one class A warrant to purchase a common share at $0.50 per share for a period of 60 months from date of issuance and one class B to purchase one common share at $0.55 per share for a period of 60 months from date of issuance.

Based on the relatively early stages of development of Duke Mountain Resources, Inc., the warrants were not considered to have significant value.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Cautionary Note Regarding Forward Looking Statements

This report contains forward-looking statements that involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of gold, silver and lead, availability of funds, government regulations, operating costs, exploration costs, outcomes of exploration programs and other factors. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. You can identify forward-looking statements by terminology such as "may”, will”, should”, expect”, plan”, intend”, anticipate”, believe”, estimate”, predict”, potential” or continue”, the negative of such terms or other comparable terminology. Our actual results may differ materially. In evaluating these statements, you should consider various factors. These factors may cause our actual results to differ materially from any forward-looking statement. While these forward-looking statements are made in good faith and reflect our current judgment regarding our business plans, our actual results will almost always vary, sometimes materially, from any future performance suggested herein.

General

The following discussion and analysis should be read in conjunction with our financial statements (and notes related thereto) appearing elsewhere in this report.

Plan of Operations

Over the next year our plan of operations is to complete the following objectives within the specified time periods, subject to our obtaining the necessary funding for the continued exploration of our 3 properties:

We plan to conduct phase one of our recommended exploration program on our Goldstar property. Phase one will consist of reconnaissance geological mapping, prospecting and sampling. This phase will commence in the next three months, but the exact time is dependant on the availability of personnel, weather and equipment. This phase is estimated to cost $18,000.

If the results of phase one should warrant it, we intend to continue with phase two of our recommended exploration program which consists of detailed surface and underground geological mapping, rock sampling, grid construction, EM and Mag surveys and establishment of drill and rock trenching target. This phase is estimated to cost $66,000. We anticipate that this phase would begin in mid 2008.

If further exploration should be warranted upon completion of phase two, we will continue with phase three of our recommended exploration program. This third phase is estimated to cost $133,000. This phase could be commenced as early as fall 2008 but it is not known how long it would continue. This would be based exclusively on how lucrative the mineral findings are in phase two.

We plan to conduct phase one of our recommended exploration program on our Rosewall Gold property. Phase one will consist of reconnaissance geological mapping, prospecting and sampling. This phase will commence in the next six months, but the exact time is dependant on the availability of personnel, weather and equipment. This phase is estimated to cost $13,600.

If the results of phase one should warrant it, we intend to continue with phase two of our recommended exploration program which consists of detailed surface and underground geological mapping, rock sampling, grid construction, EM and Mag surveys and establishment of drill and rock trenching target. This phase is estimated to cost $66,372. We anticipate that this phase would begin in mid 2008.

We plan to conduct phase one of our recommended exploration program on our Waterloo Creek property. Phase one will consist of reconnaissance geological mapping, prospecting and sampling. This phase will commence in the next six months, but the exact time is dependant on the availability of personnel, weather and equipment. This phase is estimated to cost $22,000.

If the results of phase one should warrant it, we intend to continue with phase two of our recommended exploration program which consists of detailed surface and underground geological mapping, rock sampling, grid construction, soil and silt geochemical survey, IP survey and establishment of drill and rock trenching target. This phase is estimated to cost $88,000. We anticipate that this phase would begin in mid 2008.

If further exploration should be warranted upon completion of phase two, we will continue with phase three of our recommended exploration program. This third phase is estimated to cost $155,000. This phase could be commenced as early as fall 2008 but it is not known how long it would continue. This would be based exclusively on how lucrative the mineral findings are in phase two.

We anticipate spending approximately $4,000 monthly in ongoing general and administrative expenses over the next year. These expenses will consist primarily of the professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as general transfer agent fees, annual mineral claim fees and general office expenses.

As of September 30, 2007, we had cash reserves of $419,631 and as of June 30, 2007, we had cash reserves of approximately $224,648. The increase in cash of $194,983 was from financing activities for nine months ending September 30, 2007.We anticipate this to be enough to cover the costs for general and administrative expenses over the next year. However, our ability to pay for any additional exploration work or other expenses will be subject to us obtaining additional financing as these expenditures will exceed our available cash reserves. During the year, we anticipate that we will not generate any revenue. Accordingly, we will be required to obtain additional financing in order to continue our plan of operations. We believe that debt financing will not be a feasible alternative as we do not have tangible assets to secure any debt financing. We anticipate that additional financing will be equity financing from the sale of our common stock. As of April 5, 2007 we had commenced to raise up to $400,000, as of September 30, 2007, we have been able to raise $304,000 and in the future additional amounts of $500,000 and $550,000 from the exercising of two Warrants from this unit offering from our SB-2 Registration Statement, based on selling all 1,000,000 units. We cannot provide investors with any assurance that we will be able to rise sufficient funding from the sale of our common stock to fund our exploration program or any of our other expenses. In the absence of such financing, we will not be able to continue exploration of our mineral claims and our business plan will fail. Even if we are successful in obtaining equity financing to fund phase two of our exploration program, there is no assurance that we will obtain the funding necessary to pursue any advanced exploration of our mineral claims. If we do not continue to obtain additional financing, we will be forced to abandon our mineral claims and our plan of operations.

Should such a situation arise, we may consider entering into a joint venture arrangement to provide the required funding to continue our development of our mineral claims. We have not undertaken any efforts to locate a joint venture partner for the mineral claims. Even if we elected to pursue a joint venture partner, there is no assurance that any other party would want to enter into a joint venture agreement with us. If we entered into a joint venture agreement, we would likely have to assign a percentage of our interest in our mineral claims to our joint venture partner.

Future Financing

We anticipate continuing to rely on equity sales of our common stock to finance our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned exploration activities.

Off-Balance Sheet Arrangements. We do not have any off-balance sheet arrangements.

Item 3 CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. Management, including our Chief Executive Officer and Principal Accounting Officer Herdev S. Rayat, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14(c) and 15d-14(c). This evaluation was conducted as of September 30, 2007. Based on that evaluation, the Chief Executive Officer and Principal Accounting Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion. Our officers have concluded that our disclosure controls and procedures are also effective to ensure that information required to be disclosed by us in reports we file under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, as appropriate.

(b) Changes in Internal Control Over Financial Reporting. There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter that has that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1 LEGAL PROCEEDINGS.

None.

Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

For the period ended September 30, 2007. We raised $211,400 from a public offering.

Item 3 DEFAULTS UPON SENIOR SECURITIES.

None.

Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

Item 5 OTHER INFORMATION .

There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

Item 6 EXHIBITS


Exhibit 31	Certification of C.E.O. and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32	Certification of C.E.O. and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.

Date: November 13, 2007

DUKE MOUNTAIN RESOURCES, INC.

By: _ /s/ Herdev S. Rayat_______________

Name: Herdev S. Rayat

Title: President and Chief Executive Officer

Treasurer and Principal Accounting Officer

Director

Exhibit 31

CERTIFICATIONS

I, Herdev S. Rayat, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Duke Mountain Resources, Inc.;

2. Based on my knowledge, this 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. I am 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 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

(c) 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. I have disclosed, based on my 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: November 13, 2007

__ /s/ Herdev S. Rayat __________________

Herdev S. Rayat

President and Chief Executive Officer

Treasurer and Principal Accounting Officer

Director

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 Duke Mountain Resources, Inc. (the Company”), on Form 10-QSB for the period ending September 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the Report”), I, Herdev S. Rayat, President and Treasurer 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:

The Report duly complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

_ /s/ Herdev S. Rayat _________________

Herdev S. Rayat

President and Chief Executive Officer

Treasurer and Principal Accounting Officer

Director