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o
Preliminary
Proxy Statement
|
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o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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þ
Definitive
Proxy Statement
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|||
o
Definitive
Additional Materials
|
|||
o
Soliciting
Material under Rule 14a-12
|
þ
|
No
fee required.
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was
determined):
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
(5)
|
Total
fee paid:
|
o
|
Fee
paid previously with preliminary
materials:
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
(2)
|
Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Sincerely,
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/s/
LANA POPE
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Lana
Pope
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Chief
Executive Officer
|
1. |
the
appointment of Lana Pope and David Boulter as Directors of the Company
for
the term of one year or until their successors are duly appointed;
|
2. |
the
appointment of Peterson Sullivan, PLLC, as the Company’s independent
auditors for fiscal year end December 31, 2006;
|
3. |
the
filing of a Certificate of Amendment with the Secretary of State
of Idaho
in order to effect a reverse stock split of the Company’s issued and
outstanding common stock, a range from one new share for one hundred
(1:500) to one new share for one thousand currently issued and outstanding
shares (1:1200) of the Company’s common
stock;
|
4. |
to
consider and vote upon the merger of the Company with and into its
wholly-owned Nevada subsidiary, Victor Nevada, Inc.,
for the sole purpose of changing the Company’s State of
domicile;
|
5. |
the
approval and ratification an Acquisition Agreement & Plan of
Reorganization whereby the Company shall acquire all of the issues
and
outstanding shares of common stock of Ethos Environmental, Inc.,
a Nevada
corporation solely for shares of the Company’s post-reverse split Common
Stock;
|
6. |
the
approval and ratification of the proposed sale of the Company’s
wholly-owned subsidiary New Wave Media, a Nevada corporation;
and,
|
7. |
to
transact such other business as may properly come before the annual
meeting.
|
· |
You
are being asked to approve all necessary proposals (the “Necessary
Proposals”) needed to implement the merger set forth in Merger Proposal.
The Necessary Proposals are:
|
o |
first,
the filing of a Certificate of Amendment with the Secretary of State
of
Idaho in order to effect a reverse stock split of the Company’s issued and
outstanding common stock, a range from one new share for one hundred
(1:500) to one new share for one thousand currently issued and outstanding
shares (1:1200) of the Company’s common stock; See “Proposal 3, page
11”)
|
o |
second,
that VICI merge into its wholly owned subsidiary Victor Industries,
Inc. a
Nevada corporation (“VICI Nevada”) for the sole purpose of redomiciling
under the laws of the State of Nevada. See (Proposal 4, page 16);
and
|
o |
third,
that following the redomicile to the state of Nevada, VICI Nevada
will
merge with ETHOS. VICI Nevada will be the surviving corporation.
See
(Proposal 5, page 23)
|
· |
An
annual meeting of the shareholders of the Company will be held on
October
23, 2006 at our offices at 10:00 a.m. local time, to consider and
vote
upon several proposals. The proposals contained in this Proxy statement
that are unrelated to the Merger Proposal
are:
|
o |
first,
the appointment of Lana Pope and David Boulter as Directors of the
Company
for the term of one year or until their successors are duly appointed;
|
o |
second,
the appointment of Peterson Sullivan, PLLC, as the Company’s independent
auditors for fiscal year end December 31, 2006;
and
|
o |
third,
the approval and ratification of the proposed sale of the Company’s
wholly-owned subsidiary New Wave Media, a Nevada
corporation.
|
· |
You
are entitled to vote at the annual meeting if you owned shares of
VICI
common stock at the close of business on October 3, 2006, which is
the
record date for the annual meeting. You will have one vote at the
annual
meeting for each share of VICI common stock you owned at the close
of
business on the record date. On the record date, there were 573,850,483
shares of our common stock outstanding and entitled to be voted at
the
annual meeting. The approval and adoption of the APR Merger agreement
requires the affirmative vote of a majority of the votes cast, either
in
person or by proxy, at the annual meeting. See “Notice of Annual Meeting
of Stockholders” page 3.
|
· |
Under
the terms of the APR Merger, VICI Nevada will acquire all issued
and
outstanding shares of Ethos in exchange for 17,718,187 shares of
the post
reverse split common stock of VICI Nevada. The 17,718,187 Shares
of VICI
Nevada common stock represents an estimated 97% of the total issued
and
outstanding post reverse split shares. Unless otherwise indicated,
this
proxy statement assumes that 17,718,187 VICI Nevada common shares
will be
issued in conjunction with the APR Merger. See (“Merger Consideration”,
page 23.)
|
o |
As
of October 3, 2006, directors and executive officers of VICI and
their
affiliates (the “VICI Inside Stockholders”) beneficially owned and were
entitled to vote 40,339,916 shares or approximately .10% of VICI’s
outstanding common stock. The VICI Inside Stockholders have also
indicated
that they intend to vote their shares in favor of all other proposals
being presented at the meeting and that they will vote the shares
they
purchased in open market transactions in favor of all of the proposals
being presented at the meeting, including the merger proposal. See
“VICI
Inside Stock Holders”, page 24.
|
· |
Following
the merger the name of VICI shall be Ethos Environmental,
Inc.
|
· |
The
corporate headquarters and principal executive offices of VICI will
be
located at 7015 Alamitos Avenue in San Diego, CA 92154, which is
Ethos’s
corporate headquarters
|
· |
VICI
and Ethos will cause the common stock of VICI outstanding prior to
the APR
Merger, which is traded on the Over The Counter Trading Bulletin
Board
(“OTCBB”), to continue trading on the OTCBB, albeit a new symbol shall be
requested by the filing of the appropriate documentation.
|
· |
When
you consider the recommendation of VICI's board of directors in favor
of
adoption of the APR Merger proposal, you should keep in mind that
VICI's
executive officers and members of VICI's board have interests in
the APR
Merger transaction that are different from, or in addition to, your
interests as a stockholder. These interests include, among other
things if
the APR Merger is not approved, that VICI will be required to seek
additional funds or possible business combinations in order to remain
operational. See “Interests of VICI Directors and Officers in APR Merger”,
page 24.
|
· |
Consummation
of the APR Merger and the related transactions is conditioned on
the VICI
stockholders adopting this merger proposal. In addition, the consummation
of the merger is conditioned upon the following:
|
o |
no
order, stay, judgment or decree being issued by any governmental
authority
preventing, restraining or prohibiting in whole or in part, the
consummation of such transactions;
|
o |
the
delivery by each party to the other party of a certificate to the
effect
that the representations and warranties of the delivering party are
true
and correct in all material respects as of the closing and all covenants
contained in the APR Merger have been materially complied with by
the
delivering party;
|
o |
the
receipt of necessary consents and approvals by third parties and
the
completion of necessary proceedings;
|
o |
VICI's
common stock being quoted on the OTCBB;
and
|
o |
those
additional terms and conditions as fully set forth in the APR Merger
Agreement attached hereto. See “Conditions to the Closing of the APR
Merger”, page 25.
|
· |
The
merger agreement may be terminated at any time before the completion
of
the merger by mutual written consent of both ETHOS and VICI or by
either
party in certain instances. See “Termination Amendment and Waiver,” page,
25.
|
· |
The
APR Merger is intended to qualify as a reorganization within the
meaning
of Section 368(a) of the Internal Revenue Code and no gain or loss
will be recognized by VICI as a result of the APR Merger. See “Tax
Consequences of the Merger”, page,
26.
|
· |
There
are no dissenters’ rights applicable to the APR Merger
proposal
|
Name
and Address
|
Shares
Beneficially Owned (1)
|
Percent
of Class
|
Lana
Pope
|
24,573,454
|
0.07
|
David
Boulter
|
15,766,462
|
0.03
|
|
|
|
TOTAL
|
40,339,916
|
0.10
|
(1)
|
As
of October 3, 2006.
|
Name
and Position
|
Year
|
Annual
Comp Salary
|
Long
Term Compensation Awards—Securities Underlying Stock Options
(1)
|
Lana
Pope, President, CEO, Chairwoman of the Board
|
2004
2005
|
$60,000
$51,000
|
-
|
David
Boulter, Director
|
2004
2005
|
$36,000
$39,000
|
-
|
Issued
and
Outstanding
|
Authorized
and Reserved for Issuance
|
Authorized
and
Unreserved
(1)
|
|
Post
1-for-500 Reverse Split
|
1,147,701
|
17,718,187
|
981,134,112
|
Post
1-for-1200 Reverse Split
|
478,209
|
17,718,187
|
981,803,604
|
· |
No
gain or loss would be recognized by the Company upon the Reverse
Split;
|
· |
The
aggregate adjusted basis of the shares of the Company's common stock
held
by a stockholder following the Reverse Split would be equal to such
stockholder's aggregate adjusted basis in the Company's common stock
held
immediately prior to the Reverse Split;
|
PROVISION
|
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NEVADA
LAW
|
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IDAHO
LAW
|
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GENERAL
|
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|
|||
1.
Courts
|
|
Nevada
has a large body of statutory and case law devoted to corporate law
questions.
|
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Idaho
has a large body of statutory law dealing with
corporations.
|
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DIRECTOR
AND OFFICER LIABILITY
|
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1.
Director liability limitations
|
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The
articles of incorporation and NRS (Nevada Revised Statutes) 78.138
(7)
limit liability of a director to the corporation and to stockholders
for
consequences that are a direct result of official or sanctioned actions.
Also, director or officer, unless directed otherwise by statute,
is
not liable for debts or liability of corporation unless acting as
the
alter ego of the corporation. NRS 78.747 (1).
|
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The
IC (Idaho Code) 30-1-202 has provisions eliminating or limiting the
liability of a director to the corporation or its shareholders with
certain exceptions.
|
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2.
Exceptions to director liability limitations.
|
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No
limitations on liability or for intentional misconduct, fraud, or
knowingly violating the law. NRS 78.138 (7)(b).
|
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(a)
The amount of a financial benefit received by a director to which
he is
not entitled,
(b)
An intentional infliction of harm on the corporation or the shareholders,
(c)
A violation of section 30-1-833, Idaho Code, or
(d)
An intentional violation of criminal law
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3.Indemnification
of directors and officers
|
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NRS
78.7502 (1): A corporation may indemnify any person who was or is
a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right
of
the
Corporation,
by reason of the fact that he is or was a director, officer, employee
or
agent of the corporation, or is or was serving at the request of
the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against
expenses,
including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action,
suit or proceeding if he: is not liable under NRS 78.138, acted in
“good
faith”, or had no reasonable cause to believe his conduct was
unlawful.
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IC
30-1-852, Mandatory Indemnification.
A
corporation shall indemnify a director who was wholly successful,
on the
merits or otherwise, in the defense of any proceeding to which he
was a
party because he was a director of the corporation against reasonable
expenses incurred by him in connection with the proceeding.
IC
30-1-851, Permissible Indemnification.
Except
as otherwise provided, a corporation may indemnify an individual
who is a
party to a proceeding because he is a director against liability
incurred
in the proceeding if
(a)
(i) He conducted himself in good faith; and
(ii)
He reasonably believed
(A)
In the case of conduct in his official capacity, that his conduct
was in the best interests of the corporation, and
(B)
In all cases, that his conduct was at least not opposed to the best
interests of the corporation; and
(iii)
In the case of any criminal proceeding, he had no reasonable cause
to believe his conduct was unlawful; or
(b)
He engaged in conduct for which broader indemnification has been
made permissible or obligatory under a provision of the articles
of
incorporation, as authorized by law.
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4.
Advancement of litigation expenses
|
|
The
articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding
must
be paid by the corporation as they are incurred and in advance of
the
final disposition of the action, suit or proceeding, upon receipt
of an
undertaking by or on behalf of the director or officer to repay the
amount
if it is ultimately determined by a court of competent jurisdiction
that
he is not entitled to be indemnified by the corporation.
|
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A
corporation may, before final disposition of a proceeding, advance
funds
to pay for or reimburse the reasonable expenses incurred by a director
who
is a party to a proceeding because he is a director if he delivers
to the
corporation
(a)
A written affirmation of his good faith belief that he has met the
relevant standard of conduct described in section 30-1-851, Idaho
Code, or
that the proceeding involves conduct for which liability has been
eliminated under a provision of the articles of incorporation; and
(b)
His written undertaking to repay any funds advanced if he is not
entitled to mandatory indemnification under section 30-1-852, Idaho
Code,
and it is ultimately determined that he has not met the relevant
standard
of conduct.
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SALE
OF ASSETS
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1.
Voting requirements for sales of assets.
|
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Unless
otherwise provided in the articles of incorporation, every corporation
may, by action taken at any meeting of its board of directors, sell,
lease
or exchange all of its property and assets, including its goodwill
and its
corporate franchises, upon such terms and conditions as its board
of
directors may approve, when and as authorized by the affirmative
vote of
stockholders holding stock in the corporation entitling them to exercise
at least a majority of the voting power given at a stockholders’ meeting
called for that purpose.
Unless
otherwise provided in the articles of incorporation, a vote of
stockholders is not necessary:
(a)
For a transfer of assets by way of mortgage, or in trust or in pledge
to
secure indebtedness of the corporation; or
(b)
To abandon the sale, lease or exchange of assets.
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Sale
Of Assets In Regular Course Of Business And Mortgage Of
Assets.
A
corporation may, on the terms and conditions and for the consideration
determined by the board of directors
(a)
Sell, lease, exchange, or otherwise dispose of all, or substantially
all, of its property in the usual and regular course of business;
(b)
Mortgage, pledge, dedicate to the repayment of indebtedness, whether
with or without recourse, or otherwise encumber any or all of its
property
whether or not in the usual and regular course of business; or
(c)
Transfer any or all of its property to a corporation all the shares
of which are owned by the corporation.
(2)
Unless the articles of incorporation require it, approval by the
shareholders of a transaction described above is not
required.
Sale
Of Assets Other Than In Regular Course Of Business.
(1)
A corporation may sell, lease, exchange or otherwise dispose of all,
or
substantially all, of its property, with or without the good will,
otherwise than in the usual and regular course of business, on the
terms
and conditions and for the consideration determined by the corporation's
board of directors, if the board of directors proposes and its
shareholders approve the proposed transaction.
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2.
Amending Certificate or Articles of Incorporation
|
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Amendment
Before Issuance of Shares.
At
least two-thirds of the incorporators or of the board of directors
of any
corporation, before issuing any stock, may amend the articles of
incorporation of the corporation by signing and filing with the secretary
of state a certificate amending, modifying, changing or altering
the
articles, in whole or in part.
Amendment
After Issuance of Shares
Any
corporation having stock may amend its articles of incorporation
in any of
the following respects:
(a)
By addition to its corporate powers and purposes, or diminution thereof,
or both.
(b)
By substitution of other powers and purposes, in whole or in part,
for
those prescribed by its articles of incorporation.
(c)
By increasing, decreasing or reclassifying its authorized stock,
by
changing the number, par value, preferences, or relative, participating,
optional or other rights, or the qualifications, limitations or
restrictions of such rights, of its shares, or of any class or series
of
any class thereof whether or not the shares are outstanding at the
time of
the amendment, or by changing shares with par value, whether or not
the
shares are outstanding at the time of the amendment, into shares
without
par value or by changing shares without par value, whether or not
the
shares are outstanding at the time of the amendment, into shares
with par
value, either with or without increasing or decreasing the number
of
shares, and upon such basis as may be set forth in the certificate
of
amendment.
(d)
By changing the name of the corporation.
(e)
By making any other change or alteration in its articles of incorporation
that may be desired.
2.
All such changes or alterations may be effected by one certificate
of amendment; but any articles of incorporation so amended,
changed
or
altered, may contain only such provisions as it would be lawful and
proper
to insert in original articles of incorporation, pursuant to
NRS
78.035
and 78.037, if the original articles were executed and filed at the
time
of making the amendment.
Procedure
for Amending Articles after issuing stock,
(a)
The board of directors must adopt a resolution setting forth the
amendment
proposed and declaring its advisability, and either call a special
meeting
of the stockholders entitled to vote on the amendment or direct that
the
proposed amendment be considered at the next annual meeting of the
stockholders entitled to vote on the amendment.
(b)
At the meeting, of which notice must be given to each stockholder
entitled
to vote pursuant to the provisions of this section, a vote of the
stockholders entitled to vote in person or by proxy must be taken
for and
against the proposed amendment. If it appears upon the canvassing
of the
votes that stockholders holding shares in the corporation entitling
them
to exercise at least a majority of the voting power, or such greater
proportion of the voting power as may be required in the case of
a vote by
classes or series, or as may be required by the provisions of the
articles
of incorporation, have voted in favor of the amendment, an officer
of the
corporation shall sign a certificate setting forth the amendment,
or
setting forth the articles of incorporation as amended, and the vote
by
which the amendment was adopted.
2.
If any proposed amendment would adversely alter or change any
preference or any relative or other right given to any class or series
of
outstanding shares, then the amendment must be approved by the vote,
in
addition to the affirmative vote otherwise required, of the holders
of
shares
representing a majority of the voting power of each class or series
adversely affected by the amendment regardless of limitations or
restrictions on the voting power thereof.
3.
Provision may be made in the articles of incorporation requiring,
in
the case of any specified amendments, a larger proportion of the
voting
power of stockholders than that required by this section.
|
|
Amendment
Before Issuance of Shares.
If
a corporation has not yet issued shares, its incorporators or board
of
directors may adopt amendments to the corporation's articles of
incorporation.
Amendment
After Issuance of Shares
Amendment
By Board Of Directors.
Unless
the articles of incorporation provide otherwise, a corporation's
board of
directors may adopt one or more amendments to the corporation's articles
of incorporation without shareholder action
(1)
To extend the duration of the corporation if it was incorporated
at
a time when limited duration was required by law;
(2)
To delete the names and addresses of the initial directors;
(3)
To delete the name and address of the initial registered agent or
registered office, if a statement of change is on file or if an annual
report has been filed with the secretary of state;
(4)
To change each issued and unissued authorized share of an
outstanding class into a greater number of whole shares if the corporation
has only shares of that class outstanding;
(5)To
change the corporate name by substituting “corporation,”
“incorporated,” “company,” “limited,” or the abbreviation “corp.,” “inc.,”
“co.,” or “ltd.,” for a similar word or abbreviation in the name, or by
adding, deleting or changing a geographical attribution for the name;
(6)
To reduce the number of authorized shares solely as a result of a
cancellation of treasury shares; or
(7)
To make any other change expressly permitted by law to be made
without shareholder action.
Amendment
By Board of Directors and Shareholders.
(1)
A corporation's board of directors may propose one or more amendments
to
the articles of incorporation for submission to the shareholders.
(2)
For the amendment to be adopted
(a)
The board of directors must recommend the amendment to the
shareholders unless the board of directors determines that because
of
conflict of interest or other special circumstances it should make
no
recommendation and communicates the basis for its determination to
the
shareholders with the amendment; and
(b)
The shareholders entitled to vote on the amendment must approve the
amendment .
(3)
The board of directors may condition its submission of the proposed
amendment on any basis.
(4)
The corporation shall notify each shareholder, whether or not
entitled to vote, of the proposed shareholders' meeting in
accordance with section 30-1-705, Idaho Code. The notice of meeting
must also state that the purpose, or one (1) of the purposes, of
the
meeting is to consider the proposed amendment and contain or be
accompanied by a copy or summary of the amendment.
(5)
Unless this chapter, the articles of incorporation, or the board
of
directors require a
greater
vote or a vote by voting groups, the amendment to be adopted must
be
approved by
(a)
A majority of the votes entitled to be cast on the amendment by any
voting group with respect to which the amendment would create dissenters'
rights; and
(b)
The votes required by sections 30-1-725 and 30-1-726, Idaho Code,
by
every other voting group entitled to vote on the
amendment.
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|
ELECTIONS;
PROCEDURAL MATTERS
|
|
|
|||
|
|
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|
|
1.
Preemptive rights
|
|
As
to corporations formed before October 1, 1991; preemptive rights
exist,
limited by the articles of incorporation or statute. As to corporations
formed after October 1, 1991; preemptive rights do not exist except
to the
extent that the articles of incorporation provide.
|
|
The
shareholders of a corporation do not have a preemptive right to acquire
the corporation's unissued shares except to the extent the articles
of
incorporation so provide.
|
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|
|
2.
Cumulative voting
|
|
Unless
otherwise provided in the articles of incorporation, directors are
elected
by a plurality of the votes cast by the shares entitled to vote in
the
election at a meeting at which a quorum is present.
Shareholders
do not have a right to cumulate their votes for directors unless
the
articles of incorporation so provide..
|
|
Unless
otherwise provided in the articles of incorporation, directors are
elected
by a plurality of the votes cast by the shares entitled to vote in
the
election at a meeting at which a quorum is present.
Shareholders
do not have a right to cumulate their votes for directors unless
the
articles of incorporation so provide.
|
|
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|
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|
|
3.
Removal of directors
|
|
Except
as otherwise provided by statute, any director or one or more of
the
incumbent directors may be removed from office by the vote of stockholders
representing not less than two/thirds of the voting power of the
issued
and outstanding stock entitled to voting power.
In
the case of corporations which have provided in their articles of
incorporation for the election of directors by cumulative voting,
any
director
or directors who constitute fewer than all of the incumbent directors
may
not be removed from office at any one time or as the result of any
one
transaction under the provisions of this section except upon the
vote of
stockholders owning sufficient shares to prevent each director’s election
to office at the time of removal.
The
articles of incorporation may require the concurrence of more than
two-thirds of the voting power of the issued and outstanding stock
entitled to voting power in order to remove one or more directors
from
office.
All
vacancies, including those caused by an increase in the number of
directors, may be filled by a majority of the remaining directors,
though
less than a quorum, unless it is otherwise provided in the articles
of
incorporation.
|
|
The
shareholders may remove one or more directors with or without cause
unless
the articles of incorporation provide that directors may be removed
only
for cause.
If
cumulative voting is authorized, a director may not be removed if
the
number of votes sufficient to elect him under cumulative voting is
voted
against his removal. If cumulative voting is not authorized, a
director may be removed only if the number of votes cast to remove
him
exceeds the number of votes cast not to remove him.
A
director may be removed by the shareholders only at a meeting called
for
the purpose of removing him and the meeting notice must state that
the
purpose, or one of the purposes, of the meeting is removal of the
director.
|
|
|
|
|
|
|
|
4.
Written consent in lieu of shareholder meeting
|
|
Unless
otherwise provided in the articles of incorporation or the bylaws,
any
action required or permitted to be taken at a meeting of the stockholders
may be taken without a meeting if, before or after the action, a
written
consent thereto is signed by stockholders holding at least a majority
of
the voting power, except that if a different proportion of voting
power is
required for such an action at a meeting, then that proportion of
written
consents is required.
|
|
Unless
otherwise provided in the articles of incorporation or the bylaws,
any
action required or permitted to be taken at a meeting of the stockholders
may be taken without a meeting if, before or after the action, a
written
consent thereto is signed by stockholders holding at least a majority
of
the voting power, except that if a different proportion of voting
power is
required for such an action at a meeting, then that proportion of
written
consents is required.
|
|
|
|
|
|
|
|
5.
Board quorum
|
|
Unless
the articles of incorporation or the bylaws provide for a greater
or
lesser proportion, a majority of the board of directors of the corporation
then in office, at a meeting duly assembled, is necessary to constitute
a
quorum for the transaction of business, and the act of directors
holding a
majority of the voting power of the directors, present at a meeting
at
which a quorum is present, is the act of the board of
directors.
|
|
Unless
the articles of incorporation or the bylaws provide for a greater
or
lesser proportion, a majority of the board of directors of the corporation
then in office, at a meeting duly assembled, is necessary to constitute
a
quorum for the transaction of business, and the act of directors
holding a
majority of the voting power of the directors, present at a meeting
at
which a quorum is present, is the act of the board of directors
|
· |
the
corporate headquarters and principal executive offices of VICI will
be
located at 7015 Alamitos Avenue in San Diego, CA 92154, which is
Ethos’s
corporate headquarters; and
|
· |
VICI
and Ethos will cause the common stock of VICI outstanding prior to
the APR
Merger, which is traded on the Over The Counter Trading Bulletin
Board
(“OTCBB”), to continue trading on the OTCBB, albeit a new symbol shall be
requested by the filing of the appropriate documentation.
|
· |
The
approval of the merger proposal will require the affirmative vote
of the
holders of a majority of the outstanding shares of VICI common stock
on
the record date. The merger will not be consummated if the holders
of more
than 50% of the common stock of VICI do not vote in the affirmative
for
the APR Merger.
|
· |
VICI
shall have received a legal opinion substantially in the form annexed
to
the APR Merger, which is customary for transactions of this nature,
from
Michael Later, Esq., counsel to Ethos;
and
|
|
•
|
|
discuss
future expectations;
|
|
•
|
|
contain
projections of future results of operations or financial condition;
or
|
|
•
|
|
state
other “forward-looking” information.
|
ASSETS
|
|||||||||
2004
|
2003
|
||||||||
Current
Assets:
|
|||||||||
Cash
and cash equivalents
|
$1,057,137
|
$
27,054
|
|||||||
Accounts
receivable, net
|
317,902
|
40,664
|
|||||||
Inventory,
net
|
58,748
|
68,028
|
|||||||
Total
current assets
|
1,433,787
|
135,746
|
|||||||
Property
and equipment, net
|
351,117
|
135,173
|
|||||||
Other
assets:
|
|||||||||
Other
|
82,110
|
37,400
|
|||||||
82,110
|
37,400
|
||||||||
Total
Assets
|
$
1,867,014
|
$
308,319
|
|||||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||||
Current
Liabiliities:
|
|||||||||
Accounts
Payable
|
$
122,261
|
$
112,862
|
|||||||
Accrued
Expenses
|
38,918
|
19
|
|||||||
Total
current liabilities
|
161,179
|
112,881
|
|||||||
Long-Term
Liabilities:
|
|||||||||
Loans
Payable
|
1,997
|
3,997
|
|||||||
1,997
|
3,997
|
||||||||
Total
Liabilities
|
163,176
|
116,878
|
|||||||
Stockholders'
Equity:
|
|||||||||
Common
stock, $.001 par value, 200,000,000 shares
|
|||||||||
Authorized;
17,609,287 and 12,487,487 shares
|
|||||||||
issued
and outstanding
|
17,610
|
12,488
|
|||||||
Additional
paid-in capital
|
3,793,046
|
1,220,987
|
|||||||
Retained
earnings (deficit)
|
(2,106,818)
|
(1,042,034)
|
|||||||
Total
stockholders' equity
|
1,703,838
|
191,441
|
|||||||
Total
Liabilities and Stockholders' Equity
|
$
1,867,014
|
$
308,319
|
|||||||
2004
|
2003
(Unaudited)
|
||||||||
Sales
|
$
332,780
|
$
198,812
|
|||||||
Cost
of Sales
|
125,753
|
194,376
|
|||||||
Gross
Profit
|
207,027
|
4,436
|
|||||||
Selling,
General and Administrative Expenses:
|
|||||||||
Automobile
expense
|
40,431
|
14,684
|
|||||||
Bad
debt expense
|
-
|
48,935
|
|||||||
Bank
service fees
|
1,240
|
430
|
|||||||
Commissions
|
118,229
|
25,038
|
|||||||
Depreciation
expense
|
37,702
|
10,105
|
|||||||
Insurance
|
2,897
|
998
|
|||||||
Rent
expense
|
62,159
|
52,283
|
|||||||
Repairs
and maintenance
|
19,129
|
7,280
|
|||||||
Professional
fees
|
657,853
|
124,212
|
|||||||
Taxes
and licenses
|
564
|
3,131
|
|||||||
Other
expenses
|
82,698
|
147,992
|
|||||||
Research
and development
|
46,950
|
-
|
|||||||
Telephone
and utilities
|
21,007
|
14,483
|
|||||||
Office
supplies and expense
|
32,106
|
2,041
|
|||||||
Meals
and travel expense
|
154,667
|
128,171
|
|||||||
Miscellaneous
|
1,845
|
5,053
|
|||||||
Total
operating expenses
|
1,269,477
|
584,836
|
|||||||
Net
operating income/(loss)
|
(1,062,450)
|
(580,400)
|
|||||||
Other
expenses:
|
|||||||||
Interest
expense
|
(2,334)
|
(1,545)
|
|||||||
Net
operating income/(loss) before income taxes
|
(1,064,784)
|
(581,945)
|
|||||||
Income
tax (expense) benefit
|
-
|
-
|
|||||||
Net
income/(loss)
|
$
(1,064,784)
|
$
(581,945)
|
|||||||
Accumulated
deficit, beginning
|
(1,042,034)
|
(460,089)
|
|||||||
Retained
earnings (deficit), ending
|
(2,106,818)
|
(1,042,034)
|
|||||||
Common
Stock Shares
|
Common
Stock
|
Additional
Paid-In Capital
|
Retained
Earnings / (Deficit)
|
Total
Stockholders' Equity
|
|||||||
Balance,
January 1, 2003 (unaudited)
|
6,246,862
|
$
6,247
|
$
360,420
|
$
(460,089)
|
$
(93,422)
|
||||||
Stock
issuances
|
6,240,625
|
6,241
|
860,567
|
866,808
|
|||||||
Net
loss (unaudited)
|
-
|
-
|
-
|
(581,945)
|
(581,945)
|
||||||
Balance
December 31, 2003
|
12,487,487
|
12,488
|
1,220,987
|
(1,042,034)
|
191,441
|
||||||
Stock
issuances
|
5,121,800
|
5,122
|
2,572,059
|
-
|
2,577,181
|
||||||
Net
income
|
-
|
-
|
-
|
(1,064,784)
|
(1,064,784)
|
||||||
Balance,
December 31, 2004
|
17,609,287
|
$
17,610
|
$
3,793,046
|
$
(2,106,818)
|
$
1,703,838
|
||||||
2004
|
2003
(Unaudited)
|
|||||||
Operating
Activities:
|
||||||||
NET
income/(loss)
|
$
(1,064,784)
|
$
(581,945)
|
||||||
Adjustments
to reconcile net income/(loss) to net cash
|
||||||||
used
in operating activities
|
||||||||
Depreciation
|
37,702
|
10,103
|
||||||
Changes
in operating assets and liabilities:
|
||||||||
(Increase)/Decrease
in receivables
|
(277,238)
|
14,390
|
||||||
(Increase)/Decrease
in inventory
|
9,280
|
(90,417)
|
||||||
(Increase)/Decrease
in other assets
|
(44,710)
|
(32,000)
|
||||||
Increase/(Decrease)
in accounts payable
|
9,399
|
124,733
|
||||||
Increase/(Decrease)
in accrued expenses
|
38,899
|
19
|
||||||
Net
cash used in operating activities
|
(1,291,452)
|
(555,115)
|
||||||
Investing
Activities:
|
||||||||
Purchase
of property, pland and equipment
|
(253,647)
|
(119,635)
|
||||||
Net
cash used in investing activities
|
(253,647)
|
(119,635)
|
||||||
Financing
Activities:
|
||||||||
Proceeds
from loans payable
|
-
|
3,997
|
||||||
Repayment
of loans payable
|
(2,000)
|
-
|
||||||
Proceeds
from capital contributions
|
2,577,182
|
686,500
|
||||||
Net
cash provided by financing activities
|
2,575,182
|
690,497
|
||||||
Increase
in Cash and Cash Equivalents
|
1,030,083
|
15,747
|
||||||
Cash
and cash equivalents, beginning of year
|
27,054
|
11,307
|
||||||
Cash
and Cash Equivalents, End of Year
|
$
1,057,137
|
$
27,054
|
||||||
2004
|
2003
|
|||||
Vehicles
|
$
277,202
|
$
107,795
|
||||
Equipment
|
89,722
|
25,134
|
||||
Furniture
and Fixtures
|
32,001
|
12,349
|
||||
398,925
|
145,278
|
|||||
Less:
accumulated depreciation
|
(47,808)
|
(10,105)
|
||||
$
351,117
|
$
135,173
|
2004
|
2003
|
|||||
Current
taxes
|
$
(335,777)
|
$
107,795
|
||||
Deferred
taxes
|
19,336
|
25,134
|
||||
Valuation
allowance
|
316,441
|
12,349
|
||||
-
|
-
|
As
Previously Reported
|
As
Restated
|
Difference
|
||||||
Revenue
|
$
6,716,780
|
$
332,780
|
$
(6,384,000)
|
|||||
Cost
of Sales
|
2,630,820
|
125,753
|
(2,505,067)
|
|||||
Net
Income
|
2,197,004
|
1,064,784
|
(1,132,220)
|
|||||
Accounts
Receivable
|
6,701,902
|
317,902
|
(6,384,000)
|
|||||
Accounts
Payable
|
2,627,327
|
122,261
|
(2,505,066)
|
|||||
Income
Tax (Expense) Benefit
|
(617,145)
|
-
|
617,145
|
|||||
Retained
Earnings
|
1,511,330
|
(2,106,818)
|
(3,618,148)
|
ETHOS
ENVIRONMENTAL, INC.
FINANCIAL
REPORT
DECEMBER 31,
2005
|
ASSETS
|
2005
|
2004
(As Restated)
|
|||||
Current
Assets
|
|||||||
Cash
|
$
198,498
|
$
1,057,137
|
|||||
Restricted
cash
|
300,000
|
||||||
Accounts
receivable, net
|
241,085
|
317,902
|
|||||
Inventory
|
259,564
|
58,748
|
|||||
Building
deposit
|
200,000
|
||||||
Total
current assets
|
1,199,147
|
1,433,787
|
|||||
Property
and Equipment, net
|
369,457
|
351,117
|
|||||
Other
Assets
|
|||||||
Loans
receivable
|
84,110
|
77,110
|
|||||
Other
|
8,000
|
5,000
|
|||||
92,110
|
82,110
|
||||||
Total
assets
|
$
1,660,714
|
$
1,867,014
|
|||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
Liabilities
|
|||||||
Accounts
payable
|
$
689,836
|
$
122,261
|
|||||
Accrued
expenses
|
129,477
|
38,918
|
|||||
Loan
payable
|
13,000
|
1,997
|
|||||
Total
liabilities
|
832,313
|
163,176
|
|||||
Stockholders'
Equity
|
|||||||
Common
stock, $.001 par value, 200,000,000 shares
|
|||||||
authorized;
22,717,477 and 17,609,287 shares
|
|||||||
issued
and outstanding in 2005 and 2004, respectively
|
22,718
|
17,610
|
|||||
Additional
paid-in capital
|
3,964,138
|
3,793,046
|
|||||
Accumulated
deficit
|
(3,158,455)
|
(2,106,818)
|
|||||
Total
stockholders' equity
|
828,401
|
1,703,838
|
|||||
Total
liabilities and stockholders' equity
|
$
1,660,714
|
$
1,867,014
|
|||||
2005
|
2004
(As Restated)
|
||||||
Sales
|
$
1,780,825
|
$
332,780
|
|||||
Cost
of sales
|
526,459
|
125,753
|
|||||
Gross
profit
|
1,254,366
|
207,027
|
|||||
Selling
expenses
|
483,953
|
272,896
|
|||||
General
and administrative
|
1,821,160
|
996,581
|
|||||
Total
operating expenses
|
2,305,113
|
1,269,477
|
|||||
Net
operating loss
|
(1,050,747)
|
(1,062,450)
|
|||||
Interest
expense
|
(890)
|
(2,334)
|
|||||
Net
loss
|
$
(1,051,637)
|
$
(1,064,784)
|
|||||
Common
Stock
|
Additional
|
Total
|
||||||||||||
Shares
|
Amount
|
Paid-In
Capital
|
Accumulated
Deficit
|
Stockholders'
Equity
|
||||||||||
Balances
at December 31, 2003
|
12,487,487
|
$
12,488
|
$
1,220,987
|
$(1,042,034)
|
$
191,441
|
|||||||||
Common
stock issued for cash
|
5,121,800
|
5,122
|
2,572,059
|
-
|
2,577,181
|
|||||||||
Net
loss (as restated)
|
-
|
-
|
-
|
(1,064,784)
|
(1,064,784)
|
|||||||||
Balances
at December 31, 2004
|
17,609,287
|
17,610
|
3,793,046
|
(2,106,818)
|
1,703,838
|
|||||||||
Common
stock issued for cash
|
5,108,190
|
5,108
|
171,092
|
176,200
|
||||||||||
Net
loss
|
(1,051,637)
|
(1,051,637)
|
||||||||||||
Balances
at December 31, 2005
|
22,717,477
|
$
22,718
|
$
3,964,138
|
$(3,158,455)
|
$
828,401
|
|||||||||
2005
|
2004
(As
Restated)
|
||||||
Cash
Flows from Operating Activities
|
|||||||
Net
loss
|
$(1,051,637)
|
$
(1,064,784)
|
|||||
Adjustments
to reconcile net loss to net cash
|
|||||||
used
in operating activities
|
|||||||
Depreciation
|
83,209
|
37,702
|
|||||
Changes
in operating assets and liabilities
|
|||||||
Accounts
receivable
|
76,817
|
(277,238)
|
|||||
Inventory
|
(200,816)
|
9,280
|
|||||
Loans
receivable and other assets
|
(10,000)
|
(44,710)
|
|||||
Accounts
payable
|
567,575
|
9,399
|
|||||
Accrued
expenses
|
90,559
|
38,899
|
|||||
Net
cash used in operating activities
|
(444,293)
|
(1,291,452)
|
|||||
Cash
Flows from Investing Activities
|
|||||||
Building
deposit
|
(200,000)
|
||||||
Purchase
of property and equipment
|
(101,549)
|
(253,647)
|
|||||
Net
cash used in investing activities
|
(301,549)
|
(253,647)
|
|||||
Cash
Flows from Financing Activities
|
|||||||
Proceeds
from loan payable
|
11,003
|
-
|
|||||
Repayment
of loan payable
|
(2,000)
|
||||||
Proceeds
from sale of common stock
|
176,200
|
2,577,182
|
|||||
Net
cash provided by financing activities
|
187,203
|
2,575,182
|
|||||
Net
Change in Cash
|
(558,639)
|
1,030,083
|
|||||
Cash,
beginning of year
|
1,057,137
|
27,054
|
|||||
Cash,
end of year
|
$
498,498
|
$
1,057,137
|
|||||
Reconciliation
to Balance Sheet Presentation:
|
|||||||
Cash
|
$
198,498
|
$
1,057,137
|
|||||
Restricted
cash
|
300,000
|
-
|
|||||
$
498,498
|
$
1,057,137
|
||||||
2005
|
2004
|
|||
Vehicles
|
$282,366
|
$277,202
|
||
Equipment
|
167,591
|
89,722
|
||
Furniture
and fixtures
|
14,727
|
32,001
|
||
Computers
|
35,790
|
|||
500,474
|
398,925
|
|||
Less:
accumulated depreciation
|
(131,017)
|
(47,808)
|
||
$369,457
|
$351,117
|
2006
|
$51,123
|
|
2007
|
52,657
|
|
2008
|
54,236
|
|
2009
|
55,863
|
|
2010
|
57,539
|
|
Thereafter
|
94,435
|
|
Total
|
$365,853
|
ETHOS
ENVIRONMENTAL, INC.
FINANCIAL
REPORT
MARCH
31, 2006
|
ASSETS
|
|||||
Current
Assets
|
|||||
Cash
|
$
98,566
|
||||
Deposit
|
300,000
|
||||
Accounts
receivable, net
|
847,048
|
||||
Inventory
|
54,729
|
||||
Total
current assets
|
1,300,343
|
||||
Property
and Equipment, net
|
5,747,848
|
||||
Other
Assets
|
|||||
Loans
receivable
|
89,110
|
||||
Other
|
5,000
|
||||
94,110
|
|||||
Total
assets
|
$
7,142,301
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||
Current
Liabilities
|
|||||
Accounts
payable
|
$
723,390
|
||||
Accrued
expenses
|
129,477
|
||||
Loan
payable
|
13,000
|
||||
Note
payable
|
4,750,000
|
||||
Total
current liabilities
|
5,615,867
|
||||
Stockholders'
Equity
|
|||||
Common
stock, $.001 par value, 200,000,000 shares authorized;
|
|||||
22,717,477
shares issued and outstanding
|
22,718
|
||||
Additional
paid-in capital
|
3,964,138
|
||||
Accumulated
deficit
|
(2,460,422)
|
||||
Total
stockholders' equity
|
1,526,434
|
||||
Total
liabilities and stockholders' equity
|
$
7,142,301
|
||||
2006
|
2005
|
||||||
Sales
|
$
1,318,925
|
$
19,092
|
|||||
Cost
of sales
|
231,063
|
20,444
|
|||||
Gross
profit (loss)
|
1,087,862
|
(1,352)
|
|||||
Selling
expenses
|
125,001
|
81,525
|
|||||
General
and administrative
|
264,828
|
144,016
|
|||||
Total
operating expenses
|
389,829
|
225,541
|
|||||
Net
income (loss)
|
$
698,033
|
$
(226,893)
|
|||||
Common
Stock
|
Additional
|
Total
|
|||||||||||
Shares
|
Amount
|
Paid-In
Capital
|
Accumulated
Deficit
|
Stockholders'
Equity
|
|||||||||
Balances
at December 31, 2005
|
22,717,477
|
$
22,718
|
$
3,964,138
|
$(3,158,455)
|
$
828,401
|
||||||||
Net
income
|
-
|
-
|
-
|
698,033
|
698,033
|
||||||||
Balances
at March 31, 2006
|
22,717,477
|
$
22,718
|
$
3,964,138
|
$(2,460,422)
|
$
1,526,434
|
||||||||
2006
|
2005
|
||||||
Cash
Flows from Operating Activities
|
|||||||
Net
income (loss)
|
$
698,033
|
$
(226,893)
|
|||||
Adjustments
to reconcile net income (loss) to net cash
|
|||||||
provided
by (used in) operating activities:
|
|||||||
Depreciation
|
20,300
|
-
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
(605,963)
|
(2,660)
|
|||||
Inventory
|
204,835
|
(136,653)
|
|||||
Loans
receivable and other assets
|
(2,000)
|
(19,250)
|
|||||
Accounts
payable
|
33,554
|
||||||
Accrued
expenses
|
-
|
||||||
Net
cash provided by (used in) operating activities
|
348,759
|
(385,456)
|
|||||
Cash
Flows from Investing Activities
|
|||||||
Purchase
of property and equipment
|
(5,198,691)
|
(26,477)
|
|||||
Cash
Flows from Financing Activities
|
|||||||
Proceeds
from note payable
|
4,750,000
|
||||||
Proceeds
from sale of common stock
|
100,949
|
||||||
Repayments
of notes payable
|
(3,000)
|
||||||
Net
cash provided by financing activities
|
4,750,000
|
97,949
|
|||||
Net
Change in Cash
|
(99,932)
|
(313,984)
|
|||||
Cash,
beginning of period
|
198,498
|
1,057,136
|
|||||
Cash,
end of period
|
$
98,566
|
$
743,152
|
|||||
ETHOS
ENVIRONMENTAL, INC.
FINANCIAL
REPORT
JUNE
30, 2006
|
ASSETS
|
|||||
Current
Assets
|
|||||
Cash
|
$
367,224
|
||||
Deposit
|
300,000
|
||||
Accounts
receivable, net
|
264,110
|
||||
Inventory
|
5,236
|
||||
Total
current assets
|
936,570
|
||||
Property
and Equipment, net
|
6,312,987
|
||||
Other
Assets
|
|||||
Loans
receivable
|
101,110
|
||||
Other
|
5,000
|
||||
106,110
|
|||||
Total
assets
|
$
7,355,667
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||
Current
Liabilities
|
|||||
Accounts
payable
|
$
1,112,543
|
||||
Accrued
expenses
|
129,476
|
||||
Loan
payable
|
13,000
|
||||
Note
payable
|
4,750,000
|
||||
Total
current liabilities
|
6,005,019
|
||||
Stockholders'
Equity
|
|||||
Common
stock, $.001 par value, 200,000,000 shares authorized;
|
|||||
18,052,477
shares issued and outstanding
|
18,053
|
||||
Additional
paid-in capital
|
3,922,153
|
||||
Accumulated
deficit
|
(2,589,558)
|
||||
Total
stockholders' equity
|
1,350,648
|
||||
Total
liabilities and stockholders' equity
|
$
7,355,667
|
||||
Three
Months Ended June 30,
|
Six
Months Ended June 30,
|
|||||||||||
2006
|
2005
|
2006
|
2005
|
|||||||||
Sales
|
$1,392,837
|
$
26,964
|
$2,711,762
|
$
46,056
|
||||||||
Cost
of sales
|
717,860
|
8,531
|
948,923
|
28,975
|
||||||||
Gross
profit
|
674,977
|
18,433
|
1,762,839
|
17,081
|
||||||||
Selling
expenses
|
208,614
|
100,223
|
333,615
|
181,748
|
||||||||
General
and administrative
|
596,270
|
366,308
|
861,049
|
510,324
|
||||||||
Total
operating expenses
|
804,884
|
466,531
|
1,194,664
|
692,072
|
||||||||
Net
operating income (loss)
|
(129,907)
|
(448,098)
|
568,175
|
(674,991)
|
||||||||
Other
income
|
770
|
722
|
||||||||||
Net
income (loss)
|
$(129,137)
|
$
(448,098)
|
$
568,897
|
$
(674,991)
|
||||||||
Common
Stock
|
Additional
|
Total
|
|||||||||||
Shares
|
Amount
|
Paid-In
Capital
|
Accumulated
Deficit
|
Stockholders'
Equity
|
|||||||||
Balances
at December 31, 2005
|
22,717,477
|
$
22,718
|
$
3,964,138
|
$(3,158,455)
|
$
828,401
|
||||||||
Common
stock repurchased
|
(4,665,000)
|
(4,665)
|
(41,985)
|
(46,650)
|
|||||||||
Net
income for the period
|
-
|
-
|
-
|
568,897
|
568,897
|
||||||||
Balances
at June 30, 2006
|
18,052,477
|
$
18,053
|
$
3,922,153
|
$(2,589,558)
|
$
1,350,648
|
||||||||
2006
|
2005
|
||||||
Cash
Flows from Operating Activities
|
|||||||
Net
income (loss)
|
$
568,897
|
$
(674,991)
|
|||||
Adjustments
to reconcile net income (loss) to net cash
|
|||||||
provided
by (used in) operating activities:
|
|||||||
Depreciation
|
40,599
|
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
(23,025)
|
251,141
|
|||||
Inventory
|
254,328
|
(138,116)
|
|||||
Loans
receivable and other assets
|
(14,000)
|
(30,250)
|
|||||
Accounts
payable
|
422,706
|
||||||
Net
cash provided by (used in) operating activities
|
1,249,505
|
(592,216)
|
|||||
Cash
Flows from Investing Activities
|
|||||||
Purchase
of property and equipment
|
(5,784,129)
|
(72,208)
|
|||||
Cash
Flows from Financing Activities
|
|||||||
Proceeds
from note payable
|
4,750,000
|
||||||
Proceeds
from sale of common stock
|
168,199
|
||||||
Common
stock repurchased
|
(46,650)
|
||||||
Repayments
of note payable
|
(5,000)
|
||||||
Net
cash provided by financing activities
|
4,703,350
|
163,199
|
|||||
Net
Change in Cash
|
168,726
|
(501,225)
|
|||||
Cash,
beginning of period
|
198,498
|
1,057,137
|
|||||
Cash,
end of period
|
$
367,224
|
$
555,912
|
|||||