UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB
(Mark
One)
x
QUARTERLY
REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the
quarterly period ended June 30, 2008
o
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For
the
transition period from _______ to ______
Commission
File Number 000-50098
PUBLIC
COMPANY MANAGEMENT CORPORATION
(Exact
name of small business issuer as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation or organization)
|
88-0493734
(IRS
Employer Identification No.)
|
|
5770
El Camino Road, Las Vegas, NV 89118
(Address
of principal executive offices)
|
|
(702)
222-9076
(Issuer's
telephone number)
|
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
x
No
o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
o
No
x
As
of
August 1, 2008, there were 28,276,816 outstanding shares of the registrant's
common stock, $.001 par value per share.
Transitional
Small Business Disclosure Format (Check one): Yes
o
No
x
TABLE
OF CONTENTS
Page
No.
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements.
|
1
|
|
|
Item
2. Management's Discussion and Analysis.
|
5
|
|
|
Item
3. Controls and Procedures.
|
15
|
|
|
|
|
PART
II - OTHER INFORMATION
|
|
|
|
|
Item
2. Unregistered Sales of Equity Securities.
|
15
|
|
|
Item
6. Exhibits.
|
15
|
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements.
PUBLIC
COMPANY MANAGEMENT CORPORATION
|
|
CONSOLIDATED
BALANCE SHEETS
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
June
30,
|
|
September
30,
|
|
|
|
2008
|
|
2007
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
Cash
|
|
$
|
7,036
|
|
$
|
18,166
|
|
Accounts
receivable, net
|
|
|
16,842
|
|
|
16,887
|
|
Marketable
securities
|
|
|
573,959
|
|
|
981,987
|
|
Total
current assets
|
|
|
597,837
|
|
|
1,017,040
|
|
|
|
|
|
|
|
|
|
Receivables
under contract, net
|
|
|
4,500
|
|
|
16,500
|
|
Non-marketable
securities
|
|
|
527,328
|
|
|
1,032,628
|
|
Furniture
and equipment, net
|
|
|
29,874
|
|
|
39,412
|
|
TOTAL
ASSETS
|
|
$
|
1,159,539
|
|
$
|
2,105,580
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$
|
313,880
|
|
$
|
385,244
|
|
Accounts
payable and accrued expenses to related parties
|
|
|
656,907
|
|
|
459,717
|
|
Current
portion of installment notes payable
|
|
|
12,169
|
|
|
23,433
|
|
Bank
line of credit
|
|
|
38,579
|
|
|
38,281
|
|
Advances
from related party
|
|
|
124,373
|
|
|
-
|
|
Deferred
revenues
|
|
|
659,550
|
|
|
1,099,967
|
|
Total
current liabilities
|
|
|
1,805,458
|
|
|
2,006,642
|
|
|
|
|
|
|
|
|
|
LONG
TERM LIABILITIES
|
|
|
|
|
|
|
|
Long-term
portions of installment note payable
|
|
|
-
|
|
|
9,367
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
1,805,458
|
|
|
2,016,009
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
Common
stock, $.001 par value; 50,000,000 shares authorized 28,276,816 and
28,099,316 shares issued and outstanding, respectively
|
|
|
28,277
|
|
|
28,099
|
|
Paid-in-capital
|
|
|
3,872,810
|
|
|
3,862,083
|
|
Accumulated
deficit
|
|
|
(4,547,006
|
)
|
|
(3,800,611
|
)
|
TOTAL
STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
(645,919
|
)
|
|
89,571
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
$
|
1,159,539
|
|
$
|
2,105,580
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
PUBLIC
COMPANY MANAGEMENT CORPORATION
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended
|
|
Nine
Months Ended
|
|
|
|
June
30,
|
|
June
30,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
108,428
|
|
$
|
1,513
|
|
$
|
719,250
|
|
$
|
980,845
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
270,182
|
|
|
608,570
|
|
|
911,256
|
|
|
1,645,625
|
|
Bad
debt expense
|
|
|
7,647
|
|
|
-
|
|
|
147,357
|
|
|
19,486
|
|
Depreciation
and amortization
|
|
|
4,238
|
|
|
7,062
|
|
|
13,315
|
|
|
25,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
|
|
282,065
|
|
|
615,632
|
|
|
1,071,928
|
|
|
1,690,566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss from operations
|
|
|
(173,637
|
)
|
|
(614,119
|
)
|
|
(352,678
|
)
|
|
(709,721
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income and (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
(1,800
|
)
|
|
(18,761
|
)
|
|
(9,488
|
)
|
|
(48,833
|
)
|
Interest
income
|
|
|
10
|
|
|
7
|
|
|
2,234
|
|
|
980
|
|
Realized
(loss) gain on sale of securities
|
|
|
69,632
|
|
|
(16,627
|
)
|
|
75,737
|
|
|
(27,023
|
)
|
Impairment
of non-marketable securities
|
|
|
-
|
|
|
-
|
|
|
(443,000
|
)
|
|
-
|
|
Unrealized
gain (loss) on marketable securities
|
|
|
(92,293
|
)
|
|
3,409
|
|
|
(19,200
|
)
|
|
(298,408
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
other expenses
|
|
|
(24,451
|
)
|
|
(31,972
|
)
|
|
(393,717
|
)
|
|
(373,284
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$
|
(198,088
|
)
|
$
|
(646,091
|
)
|
$
|
(746,395
|
)
|
$
|
(1,083,005
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
|
28,455,211
|
|
|
25,396,103
|
|
|
28,407,896
|
|
|
24,346,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted net loss per share
|
|
$
|
(0.01
|
)
|
$
|
(0.03
|
)
|
$
|
(0.03
|
)
|
$
|
(0.04
|
)
|
The
accompanying notes are an integral part of these consolidated financial
statements.
PUBLIC
COMPANY MANAGEMENT CORPORATION
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
For
The Nine Months Ended June 30, 2008 and 2007
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Cash
Flows Used in Operating Activities
|
|
|
|
|
|
Net
loss
|
|
$
|
(746,395
|
)
|
$
|
(1,083,005
|
)
|
Adjustments
to reconcile net loss to net
cash
used in operating activities:
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
13,315
|
|
|
25,455
|
|
Bad
debt expense
|
|
|
147,357
|
|
|
19,486
|
|
Impairment
of non-marketable securities
Stock
issued for services
|
|
|
443,000
10,905
|
|
|
-
433,775
|
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
Marketable
and non-marketable securities
|
|
|
470,327
|
|
|
(1,941,866
|
)
|
Accounts
and stock receivable
|
|
|
(135,342
|
)
|
|
(61,036
|
)
|
Accounts
payable and accrued expenses
|
|
|
(71,364
|
)
|
|
170,009
|
|
Accounts
payable and accrued expenses to related parties
|
|
|
197,190
|
|
|
240,195
|
|
Deferred
revenue
|
|
|
(440,417
|
)
|
|
1,579,480
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Operating Activities
|
|
|
(111,393
|
)
|
|
(617,507
|
)
|
|
|
|
|
|
|
|
|
Cash
Flows Used in Investing Activities
|
|
|
|
|
|
|
|
Purchase
of fixed assets
|
|
|
(3,777
|
)
|
|
(5,194
|
)
|
|
|
|
|
|
|
|
|
Cash
Flows Provided by Financing Activities
|
|
|
|
|
|
|
|
Net
payments on bank line of credit
|
|
|
298
|
|
|
(860
|
)
|
Payments
on installment notes payable
|
|
|
(20,631
|
)
|
|
(20,732
|
)
|
Advances
from related party
|
|
|
124,373
|
|
|
648,312
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Financing Activities
|
|
|
104,040
|
|
|
626,720
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash
|
|
|
(11,130
|
)
|
|
4,019
|
|
|
|
|
|
|
|
|
|
Cash
at beginning of period
|
|
|
18,166
|
|
|
11,043
|
|
|
|
|
|
|
|
|
|
Cash
at end of period
|
|
$
|
7,036
|
|
$
|
15,062
|
|
|
|
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
|
|
|
Interest
|
|
$
|
9,488
|
|
$
|
48,833
|
|
Income
taxes
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Supplemental
non-cash disclosures:
|
|
|
|
|
|
|
|
Common
stock issued for accrued share-based compensation
|
|
$
|
-
|
|
$
|
55,925
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
PUBLIC
COMPANY MANAGEMENT CORPORATION
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 -
BASIS OF PRESENTATION
The
accompanying unaudited interim financial statements of Public Company Management
Corporation (“PCMC”) have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission, and should be read in conjunction with
the
audited financial statements and notes thereto filed with the SEC on Form 10-KSB
filed with the SEC on September 30, 2007. In the opinion of management, all
adjustments necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosures
contained in the audited financial statements for fiscal year 2007 as reported
in the Form 10-KSB have been omitted.
NOTE
2 -
COMMON STOCK
During
the nine months ended June 30, 2008, PCMC issued 102,500 shares to third parties
for services rendered valued at their fair market value using quoted market
prices on the date of grant, resulting in total share-based compensation expense
of $5,225 and 75,000 shares to current and former executive officers of PCMC
for
services rendered valued at their fair market value using quoted market prices
on the date of grant, resulting in total share-based compensation expense of
$5,680.
At
June
30, 2008, PCMC had accrued a total of 573,776 shares valued at $82,265 for
services to be paid in stock in the future, of which 568,776 shares valued
at
$81,715 were accrued to current and former executive officers of
PCMC.
NOTE
3 -
RELATED PARTY
During
the nine months ended June 30, 2008, the President and CEO made personal
advances to PCMC of $124,373 for funding of operating activities for which
no
current period re-payments have been made.
NOTE
4 -
SUBSEQUENT EVENT
On
July
22, 2008, we sold 1,000,000 shares of our common stock for $500,000 (or $0.50
per share) to immediate family members of one of our executive officers. As
of
the filing of this report, we have received $250,000 of the proceeds and are
expected to receive the remaining proceeds within the next few
weeks.
Item
2. Management's Discussion and Analysis.
The
following discussion may contain “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), which can be identified by the use of forward-looking
terminology such as, “may,” “believe,” “expect,” “intend,” “anticipate”,
“estimate,” or “continue” or the negative thereof or other variations thereon or
comparable terminology. Although we believe that the expectations reflected
in
such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to have been correct. Our operations involve a
number of risks and uncertainties, including those described under the heading
“Risk Factors” in our Annual Report on Form 10-KSB and other documents filed
with the Securities and Exchange Commission. Therefore, these types of
statements may prove to be incorrect.
Overview
We
are a
management consulting firm that educates and assists small businesses to improve
their management, corporate governance, regulatory compliance and other business
processes, with a focus on capital market participation. We provide solutions
to
clients at various stages of the business lifecycle:
·
|
Educational
products to improve business processes or explore entering the capital
markets;
|
·
|
Startup
consulting to early-stage companies planning for
growth;
|
·
|
Management
consulting to companies seeking to enter the capital markets via
self-underwriting or direct public offering or to move from one capital
market to another; and
|
·
|
Compliance
services to fully reporting, publicly traded companies
.
|
We
help
companies
to understand and prepare to meet the obligations incumbent upon public
reporting companies, to access the public capital markets
primarily through the companies’ self underwriting or direct public offerings of
their securities. We also guide and assist them in maintaining their periodic
reporting compliance process. We offer our services under the trademarks Pubco
WhitePapers™, GoPublicToday™ and Public Company Management Services™ (“PCMS”).
We focus on the small business market which we believe is underserved by larger
management consulting services firms. As a smaller reporting company with our
common stock quoted and traded on the over-the-counter Bulletin Board (or OTCBB)
under the symbol “PCMC”, we strive to lead by example.
Our
clients consist primarily of growing small-to-middle market private companies
that:
·
|
Have
a business plan showing a potential for profitable operation and
above
normal growth within three to five
years;
|
·
|
Operate
in either established markets, high growth potential niche markets
and/or
market segments that are differentiated, driven by pricing power
or mass
scale standardized product/service delivery;
and
|
·
|
Have
an experienced management team that owns a significant portion of
their
current equity.
|
We
require potential clients to show that they have at least $1 million in current
annual revenue and high double digit sales growth before we will enter an
engagement with them. Also, we encourage clients to change their state of
incorporation to Nevada if they are organized in another state or a foreign
country.
How
We Generate Revenue
We
derive
revenue from the following activities:
Educational
White Papers, Open Lines and Consultations
.
We have
a database of over 140 educational white papers that serve growth-stage business
owners and financial executives. We sell these white papers at retail prices
ranging from $9.95 to $194.95 per paper. We also conduct open lines
communications and consultations with potential clients regarding their
prospects of becoming public companies. We expect that a certain number of
these
sales, open lines and consultations will translate into clients seeking to
become fully reporting, publicly traded companies, and that we can enter into
contracts with them to provide our management consulting and regulatory
compliance services.
Management
Consulting Services
.
We
provide management consulting services to small businesses. We provide these
services under our PCMC Roadmap™ (the “PCMC Roadmap”) to clients seeking to
become fully reporting, publicly traded companies. Rather than charging these
clients cash at a fair market rate of $425 per hour, we offer them contracts
with a fee structure consisting of a mix of stock and cash. Under this
structure, we currently receive 1.25 million shares of common stock of the
client which are nonrefundable plus $85,000 for management consulting services
and, as discussed below, $48,000 for compliance services.
Effective
with the second quarter ended March 31, 2005, we adopted a revenue recognition
policy in which we recognize a portion of the revenue related to our consulting
contracts at the completion of each of the following four
milestones:
(i)
|
initial
analysis of client’s business and operations and private round(s) of
initial financing from up to thirteen investors
(20%);
|
(ii)
|
clients’
preparation of a second round of financing in the form of a private
placement memorandum or registration statement for filing with the
SEC
(20%);
|
(iii)
|
effectiveness
of clients’ registration statement (25%);
and
|
(iv)
|
clients’
qualification for quotation on the OTCBB or listing on a securities
market
or exchange (35%).
|
During
fiscal 2007, some of our clients expressed a need for immediate, seed-type
capital from one to three potential investors prior to conducting the private
offering of initial financing from up to ten accredited or sophisticated
investors for which we normally recognize 20%. We believe that the client’s
ability to conduct this type of offering is a measurable milestone related
to
the management consulting services that we provide under our contracts. We
estimated that the value of the services we provide for this purpose is
approximately 10% of the total contract. Accordingly, effective October 1,
2007,
we revised our revenue recognition policy to bifurcate the first milestone
in
the event we provide management consulting services to a client to raise
seed-type capital, otherwise we continue to recognize 20% for services we
provide for the first milestone.
We
also
derive revenue from a broad range of value-added management consulting services
that we provide on an hourly basis. Our current rate for these services is
$425
per hour. These services are designed to improve corporate structures, business
practices and procedures, record keeping, accounting and corporate governance
in
order for small private companies to advance and sustain themselves in the
capital markets. We receive payment for these services in the form of cash;
however, for those clients receiving services under our PCMC Roadmap, discussed
above, we may receive payment in the form of cash or additional client stock
for
time delays caused by the client or additional management consulting services
outside of the scope of the contract that the client may ask us to
perform.
Compliance
Services.
We offer
regulatory compliance services to public companies. These services also include
corporate governance matters under the Sarbanes-Oxley Act of 2002. Our rate
for
these services is $425 per hour; however as part of our management consulting
services contracts with clients seeking to become a fully reporting, publicly
traded company, we provide these services for $48,000 for the first twelve
months after a client becomes a public company.
Known
Trends, Events and Uncertainties
Valuation
of Non-marketable Securities
Having
clients that have made it through the process of becoming publicly traded
companies and developed markets for their common stock underlies our ability
to
sell the shares we hold for cash. Our clients have experienced delays becoming
publicly traded companies (see the discussion below under the heading “Revenue
Recognition”) and developing markets for their common stock. In addition, our
clients have had a limited number of shares sold for cash to unrelated third
parties relative to the number of shares we receive for services.
Historically,
we have valued our shares at the price per share of contemporaneous sales of
common stock by our clients to unrelated third parties which occurred at our
first revenue recognition milestone, classified the shares as non-marketable
securities, credited deferred revenue in an equal amount and recognized revenue
related to the shares under our revenue recognition policy, discussed above
under the heading “How We Generate Revenue”, “
Management
Consulting Services
”.
We
received 500,000 shares of our client’s issued and outstanding common stock as
part of our compensation for management consulting services prior to the first
milestone, but we have since increased our stock compensation to 1,250,000
shares. Also, the third-party sales prices and the length of time for a client
to complete the process to become a public company and develop a market for
its
securities generally have increased in the last two years.
During
the audit of fiscal 2007 we considered whether, in light of the changes in
our
business (discussed in the paragraph above), the clients’ sales of shares at the
first milestone was high enough in quantity compared to the number of shares
we
own at that time for us to use the third-party sales price to value our shares.
When the clients’ third party stock sales at the first milestone are not
representative of the fair value of our shares, we will either obtain a
third-party valuation of the stock or record the expected net realizable value
of shares based on our historical business activity. When neither of these
is
available, the stock is recorded at $-0-. We determined that the fair value
of
an aggregate of 5,500,000 shares of non-marketable securities of various clients
were not supportable based on the third-party sales price because the number
of
shares we owned was significantly greater than the number of shares sold at
that
time. Accordingly, we recorded impairment of $2,723,480 related to these
securities for fiscal 2007. Some of these clients are still actively engaged
in
the process of becoming public companies and have sold shares to unrelated
third
parties at prices ranging from $0.50 per share to $4.00 per share in relatively
small offerings; therefore, the shares are recorded at $-0- on our balance
sheet. We will not assign any value to the shares until such time as a client
has sold a sufficient number of shares to unrelated third parties in a
reasonable period of time relative to the number of shares we receive for
services or such time as we have a sufficient history of selling shares for
cash
in the market to use as a basis for valuing new client common stock. Until
such time as a client’s stock sales are high enough, or we obtain third-party
valuations or develop a method of valuing new client shares based on our selling
history, we initially will record only the cash portion of our client
engagements, which will have a material adverse effect on our financial
condition and result of operations until such time as we can sell the stock
portion and record gains on the sale.
Marketing
and Nevada Economic Development
Historically,
we directed our marketing efforts to potential clients throughout the U.S.
and
in Canada. While we will continue to accept clients on a national and
international basis, we believe that there are significant advantages to
concentrating our marketing efforts in the State of Nevada. Further, we believe
that supporting Nevada economic development based on the state’s unique capital
markets and business regulatory climate will drive business directly to us
as
well as have long term benefits for the state.
According
to the Nevada Secretary of State, there are approximately 310,000 corporations
domiciled in Nevada. During 2006, 41,083 corporations were formed in Nevada
and
39,052 and 35,186 corporations were formed in Nevada during 2005 and 2004,
respectively. We perceive Nevada as offering the following
benefits:
·
|
Favorable
securities, corporate and tax laws and regulations for small businesses;
and
|
·
|
Large
number of small businesses that could benefit from raising capital,
expanding their business and growing nationally and internationally
by
successful entry and sustained participation in the public capital
markets.
|
We
created the Nevada Economic Development Advisory Board (NEDAB), a council of
prominent businesspeople and legislators who share a vision of diversified
economic growth through capital marketing participation and are working with
other businesses and the government to make that vision a reality. NEDAB
believes that:
·
|
Nevada
has the potential to become the premier destination in the U.S. for
small
business issuers looking to enter the capital
markets;
|
·
|
Nevada
corporations across a variety of industries can benefit from participating
in the capital markets as a way to build long term shareholder value,
provide access to capital, increase visibility and improve business
practices to meet the standards of being a public company;
and
|
·
|
An
increased number of Nevada corporations successfully entering and
sustaining participation in the capital markets will create diversified
economic growth, increase the number of companies that physically
relocate
to Nevada, create new jobs and increase revenue for the
state.
|
Activities
of NEDAB include:
·
|
Outreach
to other economic development groups, legislators, regulators, business
owners, and business and industry
leaders;
|
·
|
Educational
Programs for companies seeking to learn about capital markets and
the
advantages of domiciling in Nevada as a private or public
company;
|
·
|
Policy
Research and Recommendations to make Nevada even more attractive
as a home
for companies wanting to participate in capital markets;
and
|
·
|
Locally-based
Industry Screening Committees to help identify and screen companies
that
are good candidates for participation in the public
markets.
|
We
have
significantly increased our public awareness in the State of Nevada. For
example, in November 2007, we held our first Capital Markets Seminar, and
another one in February 2008. We believe that increased public awareness of
our
educational materials, services and Nevada roots could bring new resources
and
create jobs in Nevada as well as assist in turning Nevada into a platform to
develop capital markets for small business issuers.
Our
President, CEO and majority shareholder is a Nevada resident. He has a network
of business contacts who assist us in creating our public awareness in Nevada
and assist us in the development of Nevada companies.
Third-Party
Financing
Although
we offer a contract that allows a substantial portion of our fees to be paid
in
client stock, some growth stage companies that are ready and qualified to enter
the capital markets are still reluctant to utilize cash in the process that
could be used to fund their marketing or expansion of their operations. We
believe that if our clients can obtain third-party project financing, it would
increase our ability to sign new clients and shorten the amount of time it
takes
for us to sign a potential client after we first meet them.
We
have
established relationships with state and federal banks for them to offer our
qualified clients loans up to $250,000. The funds would be used to pay our
management consulting and compliance services and entering the capital markets.
Some of these banks may also provide 48-hour approval on small loans and
increased borrowing for equipment, acquisitions, commercial real estate and
other capital expenditures.
While
this type of financing traditionally has been applied to property purchases,
such as vehicles, equipment and real estate, it may work when applied creatively
to the services industry.
Client
Progress Reports or Requests for Payment
We
explored ways to convey to each of our preexisting and new clients the value
of
the management consulting services that we provide to them in terms of estimated
hours at our hourly rates throughout the entire process for them to become
fully
reporting, publicly traded companies. We developed a list of tasks that reflect
the activities that we typically perform during an engagement for each milestone
on which we generate revenue from management consulting services. As discussed
in more detail below, we reviewed each client engagement to determine what
we
would have charged (in the case of performing clients) or what we may seek
to
recover (for slow performing or inactive clients) for our services on an hourly
basis. We decided to present this information in the form of a progress report
for a performing client and a request for payment for a slow-performing or
inactive client.
We
reviewed our client contracts (some of which we had entered into as far back
as
2004) to assess the value of management consulting services that we have
provided on each engagement in terms of estimated hours at our hourly rates.
The
review consisted of identifying the last milestone reached by each client,
reviewing our files for each client, and reviewing each client’s intranet and
email communications between us and the client as well as various consultants
that provided services to the client. During the review, we documented the
work,
both within and outside of the scope of each engagement, in terms of estimated
hours that we performed for the client. We initially based our estimates on
a
study that we conducted several years ago to assess the number of hours that
it
took to complete each milestone; however, in most cases, we determined that
it
was necessary to adjust that estimate upwards due to specific identified delays
related to a particular engagement and general changes in the statutory,
regulatory and accounting environment that have occurred since the date of
our
study. As a result, we determined that it takes approximately 1,600 hours,
rather than 1,100 hours to complete a management consulting services
engagement.
We
use
the documentation to provide our performing clients with a progress report
showing their current status in the process of becoming a fully reporting,
publicly traded company and the value of our services as of the date of the
report. In performing our reviews, we discovered that we had provided management
consulting services with an estimated value of several hundreds of thousands
of
dollars on certain client engagements which we consider as slow performing
or
inactive. We have received a limited amount of cash from these engagements
and
hold (or are owed) shares of their common stock. These shares have become (or
would be) worthless to us since our business model is driven by clients that
have made it through the process of becoming fully reporting, publicly traded
companies. We are using the documentation to provide our slow-performing and
inactive clients with a request for payment for the value of our services and/or
accelerate their active engagement in completing the milestones.
Providing
progress reports and requests for payment is an ongoing process. We hope that
the progress reports will keep our performing clients focused on their efforts
to become fully reporting, publicly traded companies and that the requests
for
payment will reengage our slow-performing and inactive clients or serve as
a
basis for us to collect from or negotiate a settlement with them. However,
there
can be no assurance that we will achieve any of these results.
Revenue
Recognition
We
have
experienced delays in recognizing revenue from our contracts for management
consulting services. Whether or not we meet the milestones for recognizing
such
revenue is dependent on the time it takes for our clients to make it through
the
process of becoming fully reporting, publicly traded companies. Our clients
face
obstacles in undertaking this process. The primary obstacles which they face
relate to their ability to provide suitable non-financial statement information
and financial statement information. In
addition,
some of our clients have experienced delays in reorganizing or restructuring
their organizations to suit that of a public company and others have run out
of
financial resources due to unexpected events including the delays themselves.
Oftentimes
the small, privately held companies that we service do not have personnel with
the skills necessary to prepare audited financial statements suitable for filing
with the SEC. Even when these companies have audited financial statements,
generally, the financial statements do not comply with SEC regulations and/or
the audit was not performed by an accounting firm that is registered with the
PCAOB. The SEC has specific regulations that govern the form and content of
and
requirements for financial statements required to be filed with the SEC. The
Sarbanes-Oxley Act of 2002 prohibits accounting firms that are not registered
with the PCAOB from preparing or issuing audit reports on U.S. public companies
and from participating in such audits. It is imperative that our clients’
financial statements comply with SEC regulations and that they be audited by
an
accounting firm registered with PCAOB. In addition to audited financial
statements, in certain circumstances, SEC regulations also require our clients
to file unaudited interim financial statements that have been reviewed by the
clients’ PCAOB registered independent auditor. As discussed above, our clients
have faced obstacles in preparing their financial statements.
We
continue to use audit coordinators in our business model to assist our clients
in preparing their financial statements in compliance with SEC regulations.
In
many cases, we mandate that our clients engage an audit coordinator as a
condition to contracting with us. Initially, an audit coordinator will interview
a client’s personnel, accounting systems and methodology, and financial records
to determine their proficiency and level of adherence to accounting standards.
If a client does not have suitable personnel, the audit coordinator will
recommend early in the process that the client hire someone internally who
can
fulfill the client’s accounting function. Audit coordinators also serve as a
liaison between the client and their independent auditor during the audit or
financial statement review process. Audit coordinators teach our clients how
to
accumulate and communicate financial information within their organizations’ and
record, process, summarize and report their financial information within the
time periods specified by the SEC.
Technology
We
are
leading by example and pioneering the use of technology to manage our
decentralized, virtual operational infrastructure under a program that we call
Always-On Management™. The program addresses the challenges of using technology
to manage a geographically disbursed team. While many of these
technologies have been available for several years, the management practices
around their use are typically not mature in small businesses like us outside
of
the technology industry. We believe that our use of these technologies allows
us
to better serve our clients and improve operational efficiency and potential
profitability. We hope that our efforts will create publicity for us and provide
additional management consulting services opportunities for us.
We
aim to
implement a web-based system for project planning and time tracking. As
discussed above under the heading “Client Progress Reports or Requests for
Payment”, we are placing more importance on keeping track of time allocation on
client engagements in order to fully realize revenue for additional services
provided to clients beyond the scope of our basic engagement. We expect
that a web-based system will support our ongoing process of improving
operational efficiency and profitability. The web-based interface will
allow us and the professional service providers who serve our clients to track
our time on client engagements. We also aim to integrate the system with our
accounting system which we expect will accelerate our accounts receivable
process for additional services which we can bill by the hour.
Results
of Operations for the Nine Months Ended June 30, 2008 Compared to the Nine
Months Ended June 30, 2007
Our
revenue was $719,250 for the nine months ended June 30, 2008, as compared to
$980,845 for the nine months ended June 30, 2007. During the nine months ended
June 30, 2008 and 2007, we generated most of our revenue from management
consulting and regulatory compliance services. We accept restricted shares
of
common stock of our clients as the predominate portion of our fee for services.
Historically, we have valued the shares at the price per share of
contemporaneous sales of common stock by our clients to unrelated third parties,
classified the shares as non-marketable securities, credited deferred revenue
in
an equal amount and recognized revenue related to the shares under our revenue
recognition policy, discussed above under the heading “How We Generate Revenue”,
“
Management
Consulting Services
”.
During
the audit of fiscal 2007, we considered whether, in light of the changes in
our
business (discussed above under the heading “Known Trends, Events and
Uncertainties”, “Valuation of Non-marketable Securities”), the clients’ sales of
shares at the first revenue recognition milestone was high enough in quantity
compared to the number of shares we own at that time for us to use the
third-party sales price to value our shares. When the clients’ third party stock
sales at the first milestone are not representative of the fair value of these
shares, we will either obtain a third-party valuation of the stock or record
the
expected net realizable value of shares based on our historical business
activity. When neither of these are available, the stock is recorded at $-0-.
We
determined that the fair values of an aggregate of 5,500,000 shares of
non-marketable securities of various clients were not supportable based on
the
third-party sales price because the number of shares we owned was significantly
greater than the number of shares sold at that time. As a result, we are not
recognizing revenue from management consulting services during the nine months
ended June 30, 2008 related to the shares of certain clients’ common stock which
is the primary reason for our decrease in revenue.
General
and administrative expense decreased $734,369 or 45%, to $911,256 for the nine
months ended June 30, 2008, as compared to general and administrative expense
of
$1,645,625 for the nine months ended June 30, 2007. The decrease in general
and
administrative expense was primarily due to decreases in accounting and legal
fees, stock compensation issued to executive officers and consultants, and
advertising costs.
Bad
debt
expense was $147,357 for the nine months ended June 30, 2008, as compared to
bad
debt expense of $19,486 for the nine months ended June 30, 2007. The increase
in
bad debt expense was primarily due to amounts written off for nonpayment of
finance and intranet charges owed to us and the compliance services portion
of
two client contracts.
Depreciation
and amortization expense decreased $12,140, or 48%, to $13,315 for the nine
months ended June 30, 2008, as compared to depreciation and amortization expense
of $25,455 for the nine months ended June 30, 2007. The decrease in depreciation
and amortization was primarily a result of having certain equipment become
fully
depreciated.
Total
operating expenses decreased $618,638, or 37%, to $1,071,928 for the nine months
ended June 30, 2008, as compared to total operating expenses of $1,690,566
for
the nine months ended June 30, 2007. The decrease in total operating expenses
was primarily due to the decrease in general and administrative expense
discussed above.
Interest
expense decreased $39,345, or 81%, to $9,488 for the nine months ended June
30,
2008, as compared to interest expense of $48,833 for the nine months ended
June
30, 2007. The decrease in interest expense was primarily due to a decrease
in
the amount of debt we owed to Stephen Brock, our President, CEO, majority
shareholder and a director. On September 28, 2007, Mr. Brock converted
$1,019,657 of debt at $1.00 per share into 1,019,657 restricted shares of our
common stock.
Interest
income was $2,234 for the nine months ended June 30, 2008, as compared to
interest income of $980 for the nine months ended June 30, 2007. The increase
in
interest income was due to an increase in our cash balances.
We
had
realized gain on sale of securities of $75,737 for the nine months ended June
30, 2008, as compared to realized loss on sale of securities of $27,023 for
the
nine months ended June 30, 2007. The change from realized loss to realized
gain
on sale of securities was due to transactions at a higher market value than
book
value of securities sold.
We
had
impairment of non-marketable securities of $443,000 for the nine months ended
June 30, 2008. We did not have impairment of non-marketable securities for
the
nine months ended June 30, 2007. During the nine months ended June 30, 2008,
the
common stock of one of our clients became publicly traded with low volume and,
as of June 30, 2008, had a market price per share that was lower than the price
per share that we recorded for our shares in March 2005. In addition, there
were
no identifiable facts or circumstances to suggest that we would recognize more
than the prevailing market price per share when we are able to sell our shares.
As a result of these factors, we continue to classify the shares as
non-marketable securities, and we impaired them.
Unrealized
loss on marketable securities of $19,200 for the nine months ended June 30,
2008, as compared to unrealized loss on marketable securities of $298,408 for
nine months ended June 30, 2007. The decrease in unrealized loss on marketable
securities was primarily due to changes in the values of marketable
securities.
Net
loss
decreased $336,610, or 31%, to $746,395 (and net loss per share of $0.03) for
the nine months ended June 30, 2008, as compared to net loss of $1,083,005
(and
net loss per share of $0.04) for the nine months ended June 30, 2007. The
decrease in net loss was primarily attributable to the decrease in general
and
administrative expenses as discussed above.
We
had an
accumulated deficit of $4,547,006 as of June 30, 2008.
Liquidity
and Capital Resources
We
had
total current assets of $597,837 as of June 30, 2008, which consisted of cash
of
$7,036, net accounts receivable of $16,842 and marketable securities of
$573,959.
We
had
total current liabilities of $1,805,458 as of June 30, 2008, which consisted
of
deferred revenues of $659,550, accounts payable and accrued expenses to related
parties of $656,907, accounts payable and accrued expenses of $313,880, advances
from related party of $124,373 that we received from Stephen Brock, our
President and CEO, bank line of credit of $38,579 and current portion of
installment notes payable of $12,169. Accounts payable and accrued expenses
to
related parties includes accrued cash compensation of $495,000 to Mr. Brock
and
cash and stock compensation of $80,192 and $81,715, respectively, to other
current and former executive officers.
We
had
negative working capital of $1,207,621 as of June 30, 2008. The ratio of current
assets to current liabilities was 33% as of June 30, 2008.
The
underlying driver which impacts our working capital is having clients that
have
made it through the process of becoming fully reporting, publicly traded
companies and developed markets for their securities. Rather than charging
clients cash payments at $425 per hour, we offer them contracts with a fee
structure consisting primarily of the client’s stock and 19% to 22% cash. We are
currently using cash collected from clients, sales of our client securities
and
net cash payments from Stephen Brock, our President, CEO, majority shareholder
and a director, to cover our overhead.
Having
clients that have made it through the process of becoming publicly traded also
drives our ability to generate cash flows from operations. Until a client
becomes a publicly traded company, there is no market for the shares of our
clients’ common stock which we receive in lieu of cash payments for our
services. There is no assurance that a market will develop for these securities
and, even if markets do develop, those markets will most likely be illiquid
and
highly volatile.
The
majority of our potential value is in the common stock we own of our clients.
These shares are divided on our balance sheet into marketable securities (a
current asset) and non-marketable securities. Until such time as our clients’
common stock becomes publicly traded and there is evidence of a market in those
securities to sustain sales of the shares that we hold, we classify
non-marketable securities as a long-term asset; however, we classify deferred
revenue associated with our contracts as a current liability. As a result,
the
common stock of any particular client will have a negative effect on our working
capital until such time as the client becomes a fully reporting, publicly traded
company and there is evidence that we could sell our shares in the market.
Classifying non marketable securities as a long-term asset and deferred revenue
as a current liability creates less working capital and a lower ratio of current
assets to current liabilities than what they otherwise would be if deferred
revenue was classified as a long-term liability. As our current clients reach
milestones, we would recognize revenue and offset deferred revenues, which
balance was $659,550 as of June 30, 2008. As our clients become fully reporting,
publicly traded companies and there is a market in which we could sell our
shares, non-marketable securities, which balance was $527,328 as of June 30,
2008, would become marketable securities. Both of these results would have
a
significant positive impact on our working capital; however, new client
contracts would create additional non-marketable securities and deferred
revenues which would offset such positive effect.
During
the nine months ended June 30, 2008, we had a net decrease in cash of $11,130;
consisting of net cash used in operating activities of $111,393 and net cash
used in investing activities of $3,777 which were offset by net cash provided
by
financing activities of $104,040.
Net
cash
used in operating activities was $111,393 for the nine months ended June 30,
2008, consisting of net loss of $746,395, a decrease in deferred revenue of
$440,417, an increase in accounts and stock receivable of $135,342 and a
decrease in accounts payable and accrued expenses of $71,364, which were offset
by adjustments for depreciation and amortization of $13,315, bad debt expense
of
$147,357, impairment of non-marketable securities of $443,000 and stock issued
for services of $10,905, a decrease in marketable and non-marketable securities
of $470,327 and an increase in accounts payable and accrued expenses to related
parties of $197,190.
Net
cash
used in investing activities was $3,777 for the nine months ended June 30,
2008,
due to the purchase of computer equipment and capitalized maintenance and repair
cost.
Net
cash
provided by financing activities was $104,040 for the nine months ended June
30,
2008, consisting of advances from related party of $124,373 by Stephen Brock,
our President, CEO, majority shareholder and a director, and a net change in
our
bank line of credit of $298 which were offset by payments on installment notes
payable of $20,631.
We
believe that we can meet our cash requirements during the next twelve months
from sales of marketable securities, new clients, client milestone cash payments
and certain capital raising efforts being undertaken. Further, in the past,
Stephen Brock has provided personal capital funding to us for operations. Mr.
Brock has expressed his intent to continue to support our operations with
additional funds in the event other outside funding sources or sales of
marketable securities do not provide sufficient funds during the next twelve
months. In addition, we increased our efforts to collect cash payments owed
to
us from clients who breached our agreements. We plan to continue these efforts
during the next twelve months. We do not have any firm commitments or other
identified sources of additional capital from third parties or from our officers
including Mr. Brock or from shareholders.
During
the nine months ended June 30, 2008, Stephen Brock provided us with $124,373
of
funding for our operations. Further, we may seek a greater line of credit or
private equity capital to finance our operations until more clients’ common
stock becomes publicly traded and we are able to dispose of our shares of their
common stock.
On
July
22, 2008, we sold 1,000,000 shares of our common stock for $500,000 (or $0.50
per share) to immediate family members of Stephen Brock. As of the filing of
this report, we have received $250,000 of the proceeds and are expected to
receive the remaining proceeds within the next few weeks.
Critical
Accounting Policies
Our
discussion and analysis of our financial condition and results of operations
is
based upon our financial statements, which have been prepared in accordance
with
accounting principals generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses,
and
related disclosure of any contingent assets and liabilities. On an on-going
basis, we evaluate our estimates. We base our estimates on various assumptions
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results
may
differ from these estimates under different assumptions or
conditions.
We
believe the following critical accounting policies affect our more significant
judgments and estimates used in the preparation of our financial
statements:
Revenue
Recognition.
Revenue
is recognized when the earning process is complete and the risks and rewards
of
ownership have transferred to the customer, which is generally considered to
have occurred upon performance of the services provided. Providing management
consulting services may take several months. Effective with the second quarter
ended March 31, 2005, we adopted a revenue recognition policy for management
consulting services that we provide under the PCMC Roadmap™ based on the value
received by our clients at measurable milestones in the public reporting
process. We concluded that the relative values of our consulting services for
each of the milestones are as follows: (i) initial analysis of client’s business
and operations and private round of initial financing from up to ten investors
(20%), (ii) client’s preparation of a second round of financing in the form of a
private placement memorandum or a registration statement for filing with the
SEC
(20%), (iii) effectiveness of client’s registration statement (25%) and (iv)
client’s qualification for quotation on the OTCBB or listing on a securities
market or exchange (35%). During fiscal 2007, some of our clients expressed
a
need for immediate, seed-type capital from one to three potential investors
prior to conducting the private offering of initial financing from up to ten
investors. We identified this as a measurable milestone the public reporting
process. We estimated that the value of the services we provide for this purpose
is approximately 10% of the total contract. Accordingly, effective October
1,
2007, we revised our revenue recognition policy to bifurcate the first milestone
in the event we provide management consulting services to a client under the
PCMC Roadmap™ to raise seed-type capital, otherwise we continue to recognize the
full 20% for the first milestone after we perform services for the private
round
of initial financing from up to ten investors. Revenues are not recognized
for
the value of securities received as payment for services when there is no public
trading market and there have been no recent private sales of the
security.
If
we
find that the relative amount of man hours and other expenditures required
by us
has materially changed for one or more of the milestones and that this change
is
of such a nature that it would likely also be incurred by our competitors in
the
marketplace or would change the relative value received by the clients for
that
milestone, it could warrant changing the percentages prospectively. As of the
period covered by this report, we had deferred revenues of $659,550, which
were
subject to changes in the percentage revenue earned for the remaining
milestones.
Valuation
of marketable securities.
Marketable
securities are classified as trading securities, which
are
carried at their fair value based upon quoted market prices of those securities
at each period-end
.
Accordingly, net realized and unrealized gains and losses on trading securities
are included in net income. The marketable securities that we hold are traded
on
the OTCBB. The market price for these securities is subject to wide fluctuations
from period to period which may cause fluctuations in our net
income.
Valuation
of non-marketable securities
.
Non-marketable securities are not publicly traded and therefore do not have
a
readily determinable fair value. Non-marketable securities are reflected on
our
balance sheet at historical cost.
As
our
clients become fully reporting, publicly traded companies and there is evidence
of a market in those securities to sustain sales of the shares that we hold,
non-marketable securities would become marketable securities which are carried
at their fair value based upon quoted market prices of those securities at
each
period-end.
During
the audit of fiscal 2007, we considered whether, in light of the changes in
our
business (discussed above under the heading “Known Trends, Events and
Uncertainties”, “Valuation of Non-marketable Securities”), the clients’ sales of
shares at the first revenue recognition milestone was high enough in quantity
compared to the number of shares we own at that time for us to use the
third-party sales price to value our shares. When the clients’ third party stock
sales at the first milestone are not representative of the fair value of these
shares, we will either obtain a third-party valuation of the stock or record
the
expected net realizable value of shares based on our historical business
activity. When neither of these are available, the stock is recorded at $-0-.
Due
to
the uncertainty inherent in valuing securities that are not publicly traded,
our
determinations of fair value of non-marketable securities may differ
significantly from the values that would exist if a ready market for these
securities existed; therefore, t
he
value
of securities we hold as non-marketable securities could be significantly
different than their value as marketable securities.
Item
3. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Our
Chief
Executive Officer and our Chief Financial Officer, after evaluating the
effectiveness of our “disclosure controls and procedures” (as defined in the
Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end
of
the period covered by this report (the “Evaluation Date”), have concluded that
as of the Evaluation Date, our disclosure controls and procedures were not
effective to provide reasonable assurance that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act
(i)
is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure, and (ii) is recorded, processed, summarized
and
reported within the time periods specified in the Commission’s rules and forms.
Our auditors identified material adjustments in the areas of valuation of
marketable securities. The consolidated financial statements in this report
have
been adjusted to include these changes. Management is working on plans to better
evaluate marketable security values at each balance sheet date. We believe
these
plans when finalized will enable us to avoid these types of adjustments in
the
future.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting that occurred
during the period covered by this report that have materially affected, or
are
reasonably likely to materially affect, our internal control over financial
reporting.
PART
II - OTHER INFORMATION
Item
2. Unregistered Sales of Equity Securities.
The
following table lists unregistered sales of our securities during the quarterly
period ended June 30, 2008.
Name
|
Shares
of
Common
Stock
(1)
|
Consideration
|
Value
|
Date
(1)
|
|
|
|
|
|
Al
Colley
|
25,000
|
Administrative
services rendered
|
$
1,025
|
05/27/2008
|
(1)
|
Represents
the date used to value the common
stock.
|
We
claim
an exemption from registration afforded by Section 4(2) of the Securities Act
since the foregoing issuances did not involve a public offering, the recipients
took the securities for investment and not resale and we took appropriate
measures to restrict transfer.
Item
6. Exhibits.
Exhibit
No.
|
Description
|
|
|
31.1*
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
31.2*
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
32.1*
|
Certifications
of Chief Executive Officer and Chief Financial Officer pursuant to
Section
906 of the Sarbanes-Oxley Act of
2002
|
*
Filed
herein.
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
PUBLIC
COMPANY MANAGEMENT CORPORATION
|
|
|
Date:
August
5, 2008
|
By:
/s/
Stephen Brock
Name:
Stephen Brock
Title:
Chief Executive Officer
|
|
|
Date:
August 5, 2008
|
By:
/s/
Trae O'Neil High
Name:
Trae O'Neil High
Title:
Chief Financial Officer
|
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