UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





x         REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarterly period ended: March 31, 2011





o          REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the transition period from _____________________ to ______________





Commission file number: 333-142516





Southern Bella, Inc.(Exact name of registrant as specified in its charter)





Delaware

333-142516

20-8602410(State or other jurisdiction of

(Commission

(IRS Employerincorporation or organization)

File Number)

Identification No.)





222  E. Jones Ave.


Wake Forest, NC 27587


(Address of Principal Executive Offices)





(919) 649-3587


(Issuer 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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.





Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o
Smaller Reporting Company
x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes oNox





As of May 1, 2011, there were 8,666,667 shares issued and outstanding of the registrant’s common stock.













INDEX




PART I — FINANCIAL INFORMATIONItem 1.
Financial Statements


F-1Item 2.
Management’s Discussion and Analysis or Plan of Operation.


3Item 3.
Quantitative and Qualitative Disclosure about Market Risk


5Item 4.
Controls and Procedures.


5PART II — OTHER INFORMATIONItem 1.
Legal Proceedings.


6Item 1A.
Risk Factors


6Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.


6Item 3.
Defaults Upon Senior Securities.


6Item 4.
(Removed and Reserved).


6Item 5.
Other Information.


7Item 6.
Exhibits.


7


2




PART I — FINANCIAL INFORMATION




Item 1. Financial Statements




FINANCIAL STATEMENTS
 Southern Bella, Inc.
  IndexUnaudited Balance Sheets as of March 31, 2011 and December 31, 2010
F-2Unaudited Statements of Operations for the three months ended March 31, 2011 and 2010
F-3Unaudited Statements of Cash Flows for the three months ended March 31, 2011 and 2010
F-4Unaudited Notes to the Financial Statements
F-5 – F-8


F-1


SOUTHERN BELLA, INC.
 BALANCE SHEETS MARCH 31, 2011 AND DECEMBER 31, 2010


UnauditedMarch 31,


December 31,2010


2010ASSETSCURRENT ASSETSCash


$
6,037


$
506Total current assets


6,037



506TOTAL ASSETS

$
6,037


$
506LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable

$
-


$
12,211Credit card payable


6,882



5,414Deferred revenue


15,625



17,500Accrued liabilities


12,798



12,798Total current liabilities


35,305



47,923STOCKHOLDERS' EQUITY (DEFICIT)Preferred stock, $0.000001 par value, 20,000,000 authorized,none issued and outstandingCommon stock, $0.000001 par value, 1,000,000,000 shares authorized, 8,666,667issued and outstanding at March 31, 2011 and December 31, 2010, respectively


9



9Additional paid in capital


619,858



591,008Accumulated earnings (deficit)


(649,135
)


(638,434
)Total stockholders' equity (deficit)


(29,268
)


(47,417
)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$
6,037


$
506
  The accompanying notes are an integral part of these consolidated financial statements.
  F-2
  SOUTHERN BELLA, INC. STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 (UNAUDITED)
  THREE MONTHSENDEDMARCH 31, 2011


MARCH 31, 2010REVENUE

$
84,585


$
63,104COST OF REVENUES


44,128



92,642OPERATING EXPENSESPayroll expenses


13,609



15,293Officers compensation


976



535General and administrative


36,573



6,135Total operating expenses


51,158



21,963NET LOSS FROM OPERATIONS

$
(10,701
)

$
(51,501
)BASIC AND DILUTED EARNINGS PER SHARE

$
(0.00
)

$
(0.01
)WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING


8,666,667



8,166,667
  The accompanying notes are an integral part of these consolidated financial statements.
  F-3
  SOUTHERN BELLA, INC. STATEMENTS OF CASH FLOW FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 (UNAUDITED)
  THREE MONTHSENDEDMARCH 31, 2011


MARCH 31, 2010CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(10,701
)

$
(51,501
)Adjustment to reconcile net loss to net cash used in operating activities:Donated rent


1,800



-Changes in operating assets and liabilities:Increase or (decrease) in accounts payable


(12,211
)


-Increase or (decrease) in credit card payable


1,468



-Increase or (decrease) in deferred revenue


(1,875
)


(35,800
)Net cash used in operating activities


(21,519
)


(87,301
)CASH FLOWS FROM FINANCING ACTIVITIESCapital contribution


27,050



86,317Net cash provided by financing activities


27,050



86,317NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


5,531



(984
)CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD


506



3,912CASH AND CASH EQUIVALENTS - END OF PERIOD

$
6,037


$
2,928SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONInterest paid

$
-


$
-Income taxes paid

$
-


$
-
 The accompanying notes are an integral part of these consolidated financial statements.
  F-4
 Southern Bella, Inc.
 Notes to the Financial Statements
  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Southern Bella, Inc. was incorporated in Delaware on February 22, 2007.
 
 Uptone Pictures, Inc. was incorporated in North Carolina on March 27, 2006.  The companyis an entertainment company, which specializes in the creation, production and distribution of content.
 
 On December 17, 2010 (the “Closing”), Southern Bella, Inc., a Delaware corporation (“Southern Bella” or the “Registrant”), closed a reverse take-over transaction by which it acquired a private entertainment company which specializes in the creation, production and distribution of content. Pursuant to a Share Exchange Agreement (the“Exchange Agreement”) between the Registrant and Uptone Pictures, Inc., a company incorporated in North Carolina (“Uptone”), Viola J. Heitz, shareholder of Southern Bella, and Wendi Davis, sole shareholder of Uptone, the Registrant acquired 100% of Uptone’s issued and outstanding common stock.
  BASIS OF PRESENATATION
  The Company follows accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.
  REVENUE RECOGNITION
  Revenue is recognized when it is realized or realizable and earned. Southern Bella considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, goods have been provided, and collectability is reasonably assured. With respect to revenues for the purchase of air time in advance, these criteria are assumed to have been met if a customer orders air time, payment for the time clears, and the entire air time purchased is available to the customer.  Other revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period until the goods are provided.  There was deferred revenue of $15,625 and $17,500 for the three month period ending March 31, 2011 and the year ending December 31, 2010, respectively.
 
 USE OF ESTIMATES
  The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
  INTERIM FINANCIAL STATEMENTS
  These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
  CASH AND CASH EQUIVALENTS
  For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of March 31, 2011 and December 31, 2010, there were no cash equivalents.
  F-5
  FINANCIAL INSTRUMENTS
  Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:
  Level 1
  Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
  Level 2
  Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
  Level 3
  Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
  The Company’s financial instruments consist principally of cash, credit cards payable and deferred revenue. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
  INCOME TAXES
  Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
  BASIC AND DILUTED NET LOSS PER COMMON SHARE
  Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the anti dilutive nature of potential common stock equivalents.  Southern Bella had no common stock equivalents outstanding at March 31, 2011 and December 31, 2010.
  RECENT ACCOUNTING PRONOUNCEMENTS
  In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.
  F-6
  In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.
  In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
  In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
  The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
  F-7
  NOTE 2 - GOING CONCERN
  Southern Bella’s financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional equity capital through private and public offerings of its common stock, and the attainment of profitable operations.  As of March 31, 2011, the Company has a working capital deficit of $29,268 and has an accumulated deficit of $649,135.  These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
  NOTE 3 – DEFERRED REVENUE
 
 At March 31, 2011, deferred revenue consists of $15,625 of a $25,000 contract for air time from June 1, 2009 through May 30, 2014.   At December 31, 2010, deferred revenue consists of $17,500 of that same contract.
 
 NOTE 4 – RELATED PARTY TRANSACTIONS
 
 During the first quarter of 2011, the Company received $27,050 of contributed capital from two related parties:  $21,550 from 7Worldwide, owned by the Presdent, Mike Davis and $5,500 from MedPlus, owned by the Secretary’s father.
 
 The Company conducts its operations from facilities located in Wake Forest, North Carolina.  This office is provided to the Company by its President for which the company recognizes expenses of $900 per month through July 1, 2012.  Rent expense for the first quarter of 2011 and for the year of 2010 was $2,700 and $10,800, respectively.  $1,800 of the current quarter expense was paid by the President.
 
 NOTE 5 – SUBSEQUENT EVENTS
 
 Subsequent events have been evaluated through the date the financial statements were available to be issued.


F-8





Item 2. Management’s Discussion and Analysis or Plan of Operation.




FORWARD LOOKING STATEMENTS





The following discussion and analysis is provided to increase the understanding of, and should be read in conjunction with, the Financial Statements of the Company and Notes thereto included elsewhere in this Report. Historical results and percentage relationships among any amounts in these financial statements are not necessarily indicative of trends in operating results for any future period. The statements, which are not historical facts contained in this Report, including this Plan of Operations, and Notes to the Financial Statements, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available operating, financial and competitive information, and are subject to various risks and uncertainties. Future events and the Company's actual results August differ materially from the results reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, dependence on existing and future key strategic and strategic end-user customers, limited ability to establish new strategic relationships, ability to sustain and manage growth, variability of operating results, the Company's expansion and development of new service lines, marketing and other business development initiatives, the commencement of new engagements, competition in the industry, general economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the service requirements of its clients, the potential liability with respect to actions taken by its existing and past employees, risks associated with international sales, and other risks described herein and in the Company's other SEC filings.





The following discussion of our financial condition and results of operations should be read in conjunction with the Financial Statements and Notes to the Condensed Consolidated Financial Statements appearing elsewhere in this report.





Overview





The business we acquired in December 2010, Uptone Pictures, Inc., was incorporated in North Carolina on March 27, 2006.  Uptone, now Southern Bella, is an entertainment company which specializes in the creation, production and distribution of content.  It has developed a number of entertainment products which include:





·
National Television shows





·
Docu-dramas





·
Music Videos





·
Feature Films





·
Specialty content for various other electronic platforms





On April 20th 2010, we entered into a Production Agreement with Moving Box Entertainment LLC, a North Carolina limited liability company for the production of A Box For Rob, a Movie.











●
Deliver a completed project within the budget which means:●
Edited●
Color corrected●
Music and SFX●
Mastered●
Ready for Distribution●
Provide with Marketing Materials●
Provide with a distribution strategy●
Provide with ways to maximize the exploitation of the Movie





3




The Movie was completed on April 20, 2011.  There have been discussions with several distribution companies. There was a meeting in Los Angeles with Distribution company on April 12, 2011; however, there are no binding contracts, agreements or commitments with any distributors for the Movie.





Acquisitions





The Company is also currently seeking the acquisition of, or merger with, an existing company. The Company reserves the right to complete a business combination with a company in any industry and in any geographic location.  Although principals of the Company are currently negotiating a change of control transaction, the the principals have no binding contracts, agreements or commitments for any such transaction and the Company currently has no binding contracts, commitments or agreements any such acquisition, merger or other business combination and it is not anticipated that the Company’s business would change immediately following such change in control transaction if it were to occur, of which there is no assurance.





Results of Operations





Revenue for the three months ended March 31, 2011 was $84,585 as compared with $63,104 for the same period in 2010.  The 34% increase was due to increased marketing efforts by our sales team.  Cost of revenues for the three months ended March 31, 2011 was $44,128 as compared with $92,642 for the three months ended March 31, 2010.  The 52.37% decrease was due to not having to hire extra personnel, consultants and the like to accomplish the same volume of work.  Payroll expenses decreased by 11.01% for the three months ended March 31, 2011 as compared to the same period in 2010.  This decrease is due to making less people do more and saving us some money.  Officers compensation increased from $535 to $976, comparing the first quarter of 2010 to the first quarter of 2011.  General and administrative expenses increased from $6,135 to $36,573 for a 496.14% increase.  Travel and entertainment was one of the administrative expenses that increased from $1,398 to $13,021 from the first three months of 2010 to the first three months of 2011.  This 831.40% increase is due to pitching new projects to new clients and investors so that we can increase the profitability of the company. Another reason for the increase of administrative expenses was the increase of supplies from $905 in the first quarter of 2010 to $8,820 in the first quarter of 2011.  This 874.59% increase is due to the investment in some new equipment to handle the new projects that we have coming up for the remainder of the year. Hence, the Company has a net loss from operations of $10,701 for the period ending March 31, 2011 as compared to a net loss of $51,501 for the period ending March 31, 2010.





Liquidity and Capital Resources





We generated net losses for the period ending March 31, 2011 and the year ending December 31, 2010,  and had a deficit accumulated through March 31, 2011 of $649,135. We have provided for our cash requirements to date through revenues and cash on hand.





All our costs, which we will incur irrespective of our business development activities, including bank service fees and those costs associated with SEC requirements associated with going and staying public, estimated to be less than $25,000 annually, will be funded as a loan from management, to the extent that funds are available to do so. Management is not obligated to provide these or any other funds. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the over the counter bulletin board, or if we have secured a qualification, may lose the qualification and our securities would no longer trade on the over the counter bulletin board. Further, if we fail to meet these obligations and as a consequence we fail to satisfy our SEC reporting obligations, investors will now own stock in a company that does not provide the disclosure available in quarterly and annual reports filed with the SEC and investors may have increased difficulty in selling their stock as we will be non-reporting.





We will need to secure a minimum of $10,000 in funds to finance our business in the next 12 months, in addition to the funds which will be used to go and stay public, which funds will be used for business development and sales and marketing. However in order to become profitable we may still need to secure additional debt or equity funding. We hope to be able to raise additional funds from an offering of our stock in the future. However, this offering may not occur, or if it occurs, may not raise the required funding. We do not have any plans or specific agreements for new sources of funding except potential loans from management as described above or any planned material acquisitions.





Our independent auditors have indicated in their audit report for the years ended December 31, 2010 that there is substantial doubt about our ability to continue as a going concern over the next twelve months.




4





Off-Balance Sheet Arrangements





There are no off-balance sheet arrangements.




Item 3. Quantitative and Qualitative Disclosure about Market Risk




Not applicable




Item 4. Controls and Procedures.




The Company has established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q was properly recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.  The Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers to allow timely decisions regarding required disclosure.





We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at March 31, 2011 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that, at and as of March 31, 2011, our disclosure controls and procedures are not effective.





Changes in Internal Control over Financial Reporting





There have been no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.




5




PART II — OTHER INFORMATION




Item 1. Legal Proceedings.




None.




Item 1A. Risk Factors




Not applicable.




Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.




(a)  Unregistered Sales of Equity Securities.





None.




Item 3. Defaults Upon Senior Securities.




None.




Item 4. (Removed and Reserved).




6




Item 5. Other Information.




Not applicable.




Item 6. Exhibits.




(a)
Exhibits.





Exhibit

Item10.1

Revised Agreement Concerning the Movie31.1

Certification of Principal Executive and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 200232.1*

Certification of Principal Executive and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002


____________


* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.




7




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.





SOUTHERN BELLA, INC.Date: May 13, 2011
By:
/s/ Michael Davis(Authorized Officer/Principal Executive Officer, Principal Financial Officer/Principal Financial Officer]





8





EXHIBIT INDEX





Exhibit

Item10.1

Revised Agreement Concerning the Movie31.1

Certification of Principal Executive and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 200232.1*

Certification of Principal Executive and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
 _____________


* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general





9