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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**______________________**

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**FORM 10-Q**

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**[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934**

 

For the quarterly period ended March 31, 2013

 

OR

 

**[ ] Transition Report Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934**

 

For the transition period from ________ to ___________

 

Commission file number: 000-54793

 

**JPX GLOBAL, INC.**

(Name of Small Business Issuer in Its Charter)

 

 

 

 

 

 

Indicate by check mark 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 past 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes [X] No [ ]

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File requiredto be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]

 

 

 

** **Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smallerreporting company. See definition of “large accelerated filer,” “accelerated filer,” and“smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer [ ]     Accelerated Filer [ ]      Non-Accelerated Filer [ ]     Smaller reporting company [X]

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

 

**APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**

**PROCEEDINGS DURING THE PRECEDING FIVE YEARS**

 

Check whether the registrant has filed all documentsand reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securitiesunder a plan confirmed by a court. Yes [ ] No [ ]

 

**APPLICABLE ONLY TO CORPORATE ISSUERS**

 

State the number of shares outstanding of eachof the issuer’s classes of common equity, as of the latest practicable date. As of May 17, 2013, the Company had outstanding30,100,000 shares of common stock, par value $0.001 per share.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**PARTI**

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**FINANCIALINFORMATION**

 

The Financial Statements of the Company are prepared as of March 31, 2013. 

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**ITEM1.	FINANCIAL STATEMENTS (UNAUDITED) REQUIRED BY FORM 10-Q**

 

 

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**JPX GLOBAL, INC.**

**(formerly Jasper Explorations Inc.)**

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2013

Unaudited

 

1.  ORGANIZATION

 

The company was incorporated under the laws of the state ofNevada on December 18, 2008, with 75,000,000 authorized common shares with a par value of $0.001. On January 3, 2013, theCompany approved the action to amend and restate the Articles of Incorporation of the Company and increase the authorizedcommon shares to 500,000,000 and create and authorize 40,000,000 shares of Preferred Stock which was approved by writtenconsent of the holder representing approximately 67% of the outstanding voting securities of the Company. Series A PreferredStock was created and designated with super-voting rights of 100 votes per share of Series A Preferred Stock held, and isconvertible into 10 shares of common stock for every share of preferred stock held.

 

The company was initially organized for the purpose ofacquiring and exploring mineral claims. The company acquired a mineral claim with unknown reserves. We intend tocontinue to hold the mining claims, but will not be developing these assets during 2013. For this reason, we are no longerclassifying the Company as an exploration stage company. The primary goal of the Company will be to develop into a wasteservices business and classify the Company as a development stage company. The company has recently modified its businessplan to include the development of waste management services including the storage, recycling, and disposal of waste. Thecompany does not presently have any operations and is considered to bein the developmental stage. 

 

2.  GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the company will continue as a goingconcern. The company does not have a sufficient working capital for its planned activity, and to service its debt, which raisessubstantial doubt about its ability to continue as a going concern. The Company has incurred accumulated losses of $58,259 sinceinception (December 18, 2008) through March 31, 2013.

 

Continuation of the company as a going concern is dependent uponobtaining additional working capital and the management of the company has developed a strategy which it believes will accomplishthis objective through short term loans from an officer-director, and additional equity investments, which will enable the companyto continue operations for the coming year. These financial statements do not include any adjustments relating to the recoverabilityand classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Preparation

 

Pursuant to the rules and regulations of the Securitiesand Exchange Commission for Form 10-Q, the consolidated financial statements, footnote disclosures and other informationnormally included in financial statements prepared in accordance with generally accepted accounting principles have beencondensed or omitted. The financial statements contained in this report are unaudited but, in the opinion of management,reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the interimfinancial statements. The results of operations for any interim period are not necessarily indicative of results for the fullyear. The balance sheet at December 31, 2012 has been derived from 

 

 

 

 auditedfinancial statements at that date but does not include all of the information and footnotes required by accounting principlesgenerally accepted in the United States of America for complete financial statements.

 

Thepreparation of financial statements in conformity with accounting principles generally accepted in the United Statesrequires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosureof contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues andexpenses during the reporting period. Management reviews these estimates and assumptions on an ongoing basisusing currently available information. Actual results could differ from those estimates. 

 

IncomeTax

 

The companyutilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities aredetermined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measuredusing the enacted tax rates and laws that will be in effect, when the differences are expected to be reverse. An allowance againstdeferred tax assets is recorded, when it is more likely than not that such tax benefits will not be realized.

 

Since inception through March 31, 2013, the company had a net operatingloss available for carry forward of $58,259.

 

Basic and Diluted Net Income (loss) Per Share

 

Basic net income (loss) per share amounts is computed based on theweighted average number of shares outstanding. Diluted net income (loss) per share amounts are computed using the weightedaverage number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common sharerights unless the exercise becomes anti-dilutive and then only the basic per share amounts are presented. Because the Company doesnot have any potentially dilutive securities, the accompanying presentation is only of basic loss per common share.

 

Cash & Cash Equivalents

 

 The Company considersall highly liquid investments with an original maturity of three months or less to be cash equivalents.

 

Impairment of Long-Lived Assets

 

The Company reviews and evaluates long-lived assets for impairmentwhen events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subjectto impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might notbe recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using therules of FASB ASC 930-360-35, Asset Impairment, and 360-10 through 15-5, Impairment or Disposal of Long-Lived Assets.

 

Environmental Requirements

 

At the report date, environmental requirements related to a formallyheld mineral claim are unknown and therefore any estimate of future costs cannot be made.

 

 

Mineral Property Acquisitions Costs

 

Costs of acquisition and option costs of mineral rights are capitalizedupon acquisition. Mine development costs incurred to develop new ore deposits, to expand the capacity of mines, or to develop mineareas substantially in advance of current production are also capitalized once proven and probable reserves exist and the propertyis a commercially mineable property.

 

Costs incurred to maintain current production or to maintain assetson a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibilitystudy, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs including relatedproperty and equipment costs. To determine if these costs are in excess of their recoverable amount periodic evaluation of carryingvalue of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimatedsalvage value in accordance with FASB Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-LivedAssets.

 

Various factors could impact our ability to achieve forecastedproduction schedules. Additionally, commodity prices, capital expenditure requirements and reclamation costs could differ fromthe assumptions the Company may use in cash flow models from exploration stage mineral interests. This, however, involves furtherrisks in addition to those factors applicable to mineral interests where proven and probable reserves have been identified, dueto the lower level of confidence that the identified mineralized material can ultimately be mined economically.

 

Estimates and Assumptions

 

Management uses estimates and assumptions in preparing financialstatements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amountsof the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actualresults could vary from the estimates that were assumed in preparing these financial statements.

 

Stock-based compensation

 

The Company records stock based compensation in accordance withthe guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employeestock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requiresinstead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-basedawards on a graded vesting basis over the vesting period of the award.

 

The Company accounts for equity instruments issued in exchangefor the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reachedby the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fairvalue of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for considerationother than employee services is determined on the earliest of a performance commitment or completion of performance by the providerof goods or services as defined by FASB ASC 505-50.

 

Fair value of financial instruments

 

Fair value estimates discussed herein are based uponcertain market assumptions and pertinent information available to management as of March 31, 2013 and December 31, 2012.The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. Thesefinancial instruments include cash,  accounts payable and accrued liabilities and advances from related party. Fair valueswere assumed to approximate carrying values for cash and payables because they are short term in nature and their carryingamounts approximate fair values or they are payable on demand.

 

 

 

Level 1: The preferred inputs to valuation efforts are "quotedprices in active markets for identical assets or liabilities," with the caveat that the reporting entity must have accessto that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities,not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually tradein active markets.

 

Level 2: FASB acknowledged that active markets for identical assetsand liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. Todeal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

 

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledgesthat fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as "unobservable,"and limits their use by saying they "shall be used to measure fair value to the extent that observable inputs are not available."This category allows "for situations in which there is little, if any, market activity for the asset or liability at the measurementdate".

 

Earlier in the standard, FASB explains that "observable inputs"are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

 

Recent Accounting Pronouncements

 

The Company has evaluated the recent accounting pronouncements andbelieves that none of them will have a material effect on the company's financial statements.

 

4.  ACQUISITION OF A MINERAL CLAIM

 

During 2010 the company acquired mineral claims for $15,000 knownas the Red Streak Jasper Property, located about three (3) kilometers southwest of the town of Westwold, British Columbia, Canadaconsisting of two (2) claim units consisting of a total of 12 cells located about three (3) kilometers southwest of the town ofWestwold, British Columbia, Canada. The total claim area is 247.45 hectares. We intend to continue to hold the mining claims, but will not be developing these assets during 2013. Forthis reason, we are no longer classifying the Company as an exploration stage company. The primary goal of the Company will beto develop into a waste services business and classify the Company as a development stage company.

 

The acquisitions costs have been impaired and expensed during2010 because there had been no exploration activities nor had there been any reserves established and we could not project anyfuture cash flows or salvage value and the acquisition costs were not recoverable. Consequently, we have recorded animpairment loss for the full amount of $15,000 during the year ended December 31,2010.

 

5.  CONVERTIBLENOTE

 

On December 18, 2008, the company entered into a Promissory Noteagreement with the then CEO of the Company. The note was for a sum of $1,500 non interest bearing, due and payable on December31, 2010. If note is not paid on December 31, 2010, the note can be converted to common stock of Jasper Exploration for $.001 pershare. At the time the note was issued, the Company did not have a fair value for the stock therefore no beneficial conversionfeature exists. At this time, the Company and the debt holder have not converted the loan into shares of the Company, and the Companydoes not currently plan to. The Company and the note holder have verbally agreed that the Company will pay the loan off as it isable to without penalty. As of March 31, 2013 and December 31, 2012, the balance in note payable account is $1,500.

 

6. CAPITAL STOCK 

 

On August 31, 2010, the company issued 30,000,000 private placementcommon shares to its founder for cash of $30,000.

 

On August 17, 2011 the Company issued 100,000 common shares at parvalue for services rendered.

 

 

On February 15, 2013, the Company entered into an agreement to acquireall of the outstanding shares of Scorpex, Inc., a Nevada corporation (hereafter, “Scorpex”), in exchange for 103,250,000shares of Common Stock and 5,000,000 shares of Series A Preferred Stock of the Company (such transaction is hereafter referredto as the “Acquisition”). A material condition of the Acquisition, production of audited financial statements, hasnot been provided by Scorpex and therefore the Acquisition was terminated in accordance with its terms. All stock issuances havebeen rescinded associated with the Acquisition and the total issued and outstanding stock of the Company is 30,100,000 shares ofcommon stock and 0 shares of preferred stock. No termination penalties have been incurred by the Company.

 

There are no other issuances of common stock for the three monthperiod ended March 31, 2013.

 

7.  RELATED PARTY TRANSACTIONS

 

During the quarter ended March 31, 2013, the related partyadvanced the Company $6,644. The total balance due on these advances was $56,622 as of March 31, 2013.

 

Members of our management team have loaned the Company moneyfor development, professional fees, and expenses since inception of the Company.

 

8.  SUBSEQUENT EVENTS

 

On February 15, 2013, the Company entered into an agreement toacquire all of the outstanding shares of Scorpex, Inc., a Nevada corporation (hereafter, “Scorpex”), in exchange for103,250,000 shares of Common Stock and 5,000,000 shares of Series A Preferred Stock of the Company (such transaction is hereafterreferred to as the “Acquisition”). A material condition of the Acquisition, production of audited financial statements,has not been provided by Scorpex and therefore the Acquisition was terminated in accordance with its terms. All stock issuanceshave been rescinded associated with the Acquisition and the total issued and outstanding stock of the Company is 30,100,000 sharesof common stock and 0 shares of preferred stock. No termination penalties have been incurred by the Company.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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**ITEM 2.	MANAGEMENT'S DISCUSSIONAND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

The following discussion of the financial conditionand results of operations of JPX Global, Inc. (hereafter, “JPEX”, the “Company,” “we,” “our,”or “us”) should be read in conjunction with the Unaudited Financial Statements and related Notes thereto included herein.Thisdiscussion may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21Eof the Securities Exchange Act of 1934, including, without limitation, statements regarding the Company’s expectations, beliefs,intentions, or future strategies that are signified by the words "expects," "anticipates," "intends,""believes," or similar language. Actual results could differ materially from those projected in the forward looking statements.Prospective investors should carefully consider the information set forth herein, and the Company cautions investors that its businessand financial performance is subject to substantial risks and uncertainties.

 

**Overview**

 

As a result of the agreement to acquireall of the assets of Scorpex, Inc., a Nevada corporation (“Scorpex”), on February 15, 2013, the Company changedits business model to capitalize on the opportunities available in the integrated waste, and waste management services sectorprimarily in Mexico. The Company intends to further capitalize on opportunities in its integrated waste, and waste managementservice operations, including the receiving, storage, transfer and disposal in an environmental manner. In providing theseservices, we intend to actively pursue projects and initiatives that we believe make a positive difference for ourenvironment which will be focused on gasification of waste in an environmental manner. It is expected that our customer basewill include commercial, industrial, municipal and residential customers, other waste management companies, electricutilities, and governmental entity properties. We are a development stage company and we have not realized any revenues todate. We do not have sufficient capital to enable us to commence and complete our exploration program. We will requireadditional financing in order to conduct the exploration program described herein." Our auditors have issued a goingconcern opinion, raising substantial doubt about the Company's financial prospects, and the Company’s ability tocontinue as a going concern. As a waste management company, our principal sources of revenue will result fromwaste management contracts, but will also include revenue from ancillary services related to the handling and conversion ofwaste. Expenses which comprise the costs of goods sold include the operational and staffing costs of the trucks and othervehicles used for transporting and special licensing where required. General and administrative expenses have been comprisedof administrative wages and benefits; occupancy and office expenses; outside legal, accounting and other professional fees;travel and other miscellaneous office and administrative expenses. Selling and marketing expenses include selling/marketingwages and benefits, advertising and promotional expenses, as well as travel and other miscellaneous related expenses.

 

Our ability to generate revenues during theyear 2013 and beyond depends substantially upon the Company’s resources available in order to develop and grow the integratedwaste and waste management business. Such efforts require significant systems development, marketing and personnel costs, which,in turn, require substantial funding. If we are unable to obtain such funding, its ability to generate revenues will be significantlyimpaired and we may be unable to continue operations.

 

Because the Company has incurred losses, incometax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given the uncertainty ofthe Company being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses during thecoming year.

 

 

**Results of Operations**

 

Following is management’s discussion ofthe relevant items affecting results of operations for the three month periods ended March 31, 2013 and 2012.

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**Revenues.**TheCompany generated net revenues of $-0- and $-0- during the three months ended March 31, 2013 and 2012 respectively. In the future, theCompany’s sole source of revenue is expected to be related to waste management contracts.

 

**Cost of Sales.**Cost of salesfor the three months ended March 31, 2013 and 2012 were $-0- and $-0- respectively. Future costs of sales are expected toconsist of the necessary permits, processing and management, and transportation of waste products, and other related servicesprovided directly or outsourced through our affiliates, as well as operational and staffing costs with respect thereto.

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**Professional Fees.**Professionalfees for the three months ended March 31, 2013 were $6,444, compared to $607 during the three months ended March 31, 2012. Professionalfees consist mainly of the fees for the audit of the Company’s financial statements of the prior year as well as the filingswith the SEC. The Company anticipates that professional fees will increase commensurate with an increase in our operations.

 

**Other General and Administrative Expenses.**Other general and administrative expenses for the threemonths ended March 31, 2013 were $237, compared to $-0- for the three months ended March 31, 2012. We expect that salaries andconsulting expenses, that are cash- instead of share-based, will increase as we add personnel to build our waste management business.

 

**Other Income (Expense)**. The Company had net other expenses of $-0- and $-0- for the three months ended March 31, 2013 and 2012 respectively.

 

**Liquidity and Capital Resources**

 

As of March 31, 2013, our primary source of liquidity consisted of $30,200 in cash and cash equivalents. Wehold most of our cash reserves in trust account maintained with the attorney. Since inception, we have financed our operationsthrough a combination of short term loans and through the private placement of our common stock.

 

We have sustained significant net losses whichhave resulted in an accumulated deficit at March 31, 2013 of $58,259 and are currently experiencing a substantial shortfall in operatingcapital which raises doubt about our ability to continue as a going concern. We anticipate a net loss for the year ended December31, 2013 and with the expected cash requirements for the coming months, without additional cash inflows from an increase in revenuescombined with continued cost-cutting or a receipt of cash from capital investment, there is substantial doubt as to the Company’sability to continue operations.

 

There is presently no agreement in place withany source of financing for the Company and we cannot assure you that the Company will be able to raise any additional funds, orthat such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantiallydilutive to current shareholders. Lack of additional funds will materially affect the Company and its business, and may cause usto cease operations. Consequently, shareholders could incur a loss of their entire investment in the Company.

 

**ITEM 3.	QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET RISK**

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As a smaller reporting company we are not requiredto provide this information.

 

 

**ITEM 4.	CONTROLS AND PROCEDURES**

 

**Management’s Report on Disclosure Controls and Procedures**

 

We maintain disclosure controls and proceduresthat are designed to ensure that information required to be disclosed in our reports filed under the *Securities Exchange Actof 1934*, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities andExchange Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow fortimely decisions regarding required disclosure.

 

As of March 31, 2013, the end of our first quarter covered by this report, we carried out an evaluation,under the supervision of only our Chief Executive Officer, of the effectiveness of the design and operation of our disclosurecontrols and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this quarterly report becausethere was no segregation of the duties with only a sole member in our management team. Our board of directors has only one member.We do not have a formal audit committee.

 

**Management’s Report on Internal Control over FinancialReporting**

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting(as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). In fulfilling this responsibility, estimates andjudgments by management are required to assess the expected benefits and related costs of control procedures. The objectives ofinternal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded againstloss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorizationand recorded properly to permit the preparation of financial statements in conformity with accounting principles generally acceptedin the United States. Our management assessed the effectiveness of our internal control over financial reporting as of March 31,2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of theTreadway Commission (“COSO”) in *Internal Control-Integrated Framework*. Our management has concluded that, asof March 31, 2013, our internal control over financial reporting is ineffective  inproviding reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with US generally accepted accounting principles because our company is solely managed, and effectiveinternal controls require at least two officers overseeing the internal controls. This quarterly report does not include an attestationreport of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’sreport was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of theSecurities and Exchange Commission that permit the Company to provide only management’s report in this quarterly report.

 

**Inherent limitations on effectiveness of controls**

 

Internal control over financial reporting hasinherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretationof existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors.Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses injudgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusionor improper management override. Because of its inherent limitations, internal control over financial reporting may not preventor detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting processand it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systemsdetermined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate becauseof changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

**Changes in Internal Control over Financial Reporting**

 

There have been no significant changes in ourinternal controls over financial reporting that occurred during the quarter ended March 31, 2013 that have materially or are reasonablylikely to materially affect, our internal controls over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**PART II**

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**OTHER INFORMATION**

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**ITEM 1.	LEGAL PROCEEDINGS**

 

We are not a party to any material legal proceedingsand to our knowledge; no such proceedings are threatened or contemplated.

 

**ITEM 1A.	RISK FACTORS**

 

As a smaller reporting company, we are not requiredto provide the information required by this item.

 

**ITEM 2.	UNREGISTERED SALESOF EQUITY SECURITIES AND USE OF PROCEEDS**

 

None.

 

**ITEM 3.	DEFAULTS UPON SENIOR SECURITIES**

 

None.

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**ITEM 4.	MINE SAFETY DISCLOSURES**

 

Not applicable.

 

**ITEM 5.	OTHER INFORMATION**

 

Not applicable.

 

 

 

 

 

 

 

 

 

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**ITEM 6.	EXHIBITS**	

 

The following documents are filedas exhibits to this Form 10-Q:

 

**INDEX TO EXHIBITS**

 

 

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**SIGNATURES**

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.