Delaware
|
16-1689008
|
(State or Other Jurisdiction of
|
(I.R.S. Employer I.D. No.)
|
incorporation or organization)
|
Large accelerated filer
|
[ ]
|
Accelerated filer
|
[ ]
|
Non-accelerated filer
|
[ ]
|
Smaller reporting company
|
[X]
|
Class
|
Outstanding as of December 14, 2012
|
|
Common Capital Voting Stock, $0.001 par value per share
|
235,150,000
|
PART 1
|
|
ITEM 1. BUSINESS
|
4
|
ITEM 1A. RISK FACTORS
|
8
|
ITEM 2. PROPERTIES
|
8
|
ITEM 3. LEGAL PROCEEDINGS
|
8
|
ITEM 4. MINE SAFETY DISCLOSURES
|
8
|
PART II
|
|
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
9
|
ITEM 6. SELECTED FINANCIAL DATA
|
11
|
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
11
|
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
13
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
14
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
25
|
ITEM 9A(T). CONTROLS AND PROCEDURES
|
25
|
ITEM 9B. OTHER INFORMATION
|
25
|
PART III
|
|
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
|
26
|
ITEM 11. EXECUTIVE COMPENSATION
|
27
|
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
28
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDANCE
|
29
|
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
|
30
|
PART IV
|
|
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
|
31
|
SIGNATURES
|
32
|
Period
|
High Bid
|
Low Bid
|
||||||
July 1, 2012 through September 30, 2012
|
$ | 0.40 | $ | 0.40 | ||||
April 1, 2012 through June 30, 2012
|
$ | 1.20 | $ | 0.20 | ||||
January 1, 2012 through March 31, 2012
|
$ | 0.60 | $ | 0.60 | ||||
October 1, 2011 through December 31, 2011
|
$ | 1.05 | $ | 0.60 |
Period
|
High Bid
|
Low Bid
|
||||||
July 1, 2011 through September 30, 2011
|
$ | 1.00 | $ | 0.85 | ||||
April 1, 2011 through June 30, 2011
|
$ | 1.11 | $ | 0.55 | ||||
January 1, 2011 through March 31, 2011
|
$ | 1.10 | $ | 0.30 | ||||
October 1, 2010 through December 31, 2010
|
$ | 0.30 | $ | 0.30 |
Affiliate or Person Selling on Behalf of an Affiliate
|
Non-Affiliate (and has not been an Affiliate During the Prior Three Months)
|
|
Restricted Securities of Reporting Issuers
|
During six-month holding period – no resales under Rule 144 Permitted.
After Six-month holding period – may resell in accordance with all Rule 144 requirements including:
·
Current public information,
·
Volume limitations,
·
Manner of sale requirements for equity securities, and
·
Filing of Form 144.
|
During six- month holding period – no resales under Rule 144 permitted.
After six-month holding period but before one year – unlimited public resales under Rule 144 except that the current public information requirement still applies.
After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.
|
(i)
|
An issuer, other than a business combination related shell company, as defined in §230.405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB (§229.1101(b) of this chapter), that has:
|
(A)
|
No or nominal operations; and
|
(B)
|
Either:
|
(1)
|
No or nominal assets;
|
(2)
|
Assets consisting solely of cash and cash equivalents; or
|
(3)
|
Assets consisting of any amount of cash and cash equivalents and nominal other assets; or
|
(ii)
|
An issuer that has been at any time previously an issuer described in paragraph (i)(1)(i).
|
|
·
|
approximately $0.7 million in consulting fees (primarily paid in the form of stock issued to third parties) incurred in 2012,
|
|
·
|
$0.7 million in salaries expense (primarily attributed to compensation to the current Chief Executive Officer composed of $500,000 value in common stock, a $100,000 cash sign on bonus, and $100,000 in total cash salary payments for four months of employment) incurred in 2012, and
|
|
·
|
approximately $0.1 million in legal professional fees in relation to our Company’s reorganization in 2012.
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
15
|
Balance Sheets - September 30, 2012 and 2011
|
16
|
Statements of Operations for the Years Ended September 30, 2012 and 2011 and for the period from inception [December 12, 2003] through September 30, 2012
|
17
|
Statement of Stockholders’ Equity for the period from inception [December 12, 2003] through September 30, 2012
|
18
|
Statements of Cash Flows for the Years Ended September 30, 2012 and 2011 and for the period from inception [December 12, 2003] through September 30, 2012
|
19
|
Notes to the Financial Statements
|
20 - 24
|
September 30,
|
||||||||
2012
|
2011
|
|||||||
Assets
|
||||||||
Current Assets
|
||||||||
Cash
|
$
|
423,009
|
$
|
87,505
|
||||
Prepaid Expenses
|
329,373
|
-
|
||||||
Total Current Assets
|
752,382
|
87,505
|
||||||
Total Assets
|
$
|
752,382
|
$
|
87,505
|
||||
Liabilities and Stockholders' Equity
|
||||||||
Current Liabilities
|
||||||||
Accounts Payable
|
$
|
31,731
|
$ |
543
|
||||
Accrued Liabilities
|
-
|
100
|
||||||
Related-Party Payable
|
31,183
|
1,619
|
||||||
Total Current Liabilities
|
62,914
|
2,262
|
||||||
Total Liabilities
|
62,914
|
2,262
|
||||||
Stockholders' Equity
|
||||||||
Preferred Stock; par value ($0.001);
|
-
|
-
|
||||||
Authorized 50,000,000 shares
|
||||||||
none issued or outstanding
|
||||||||
Common Stock; par value ($0.001);
|
||||||||
Authorized 750,000,000 shares; issued
|
||||||||
and outstanding 235,150,000 and 10,000,000, respectively
|
235,150
|
100,000
|
||||||
Stock Subscription Receivable
|
-
|
(6,500
|
) | |||||
Additional Paid in Capital – Shares to be issued
|
-
|
116,500
|
||||||
Additional Paid-in Capital
|
2,151,610
|
35,260
|
||||||
Deficit Accumulated during the development stage
|
(1,697,292
|
)
|
(160,017
|
)
|
||||
Total Stockholders' Equity
|
689,468
|
85,243
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
752,382
|
$
|
87,505
|
Since Inception
|
||||||||||||
[December 12,
|
||||||||||||
For the Year Ended
|
For the Year Ended
|
2003]
through
|
||||||||||
September 30, 2012
|
September 30, 2011
|
September 30, 2012
|
||||||||||
Revenues
|
$
|
-
|
$
|
-
|
$
|
9,694
|
||||||
Revenues from Related Parties
|
-
|
-
|
2,346
|
|||||||||
Total Revenue
|
-
|
-
|
12,040
|
|||||||||
Cost of Sales
|
-
|
-
|
8,394
|
|||||||||
Cost of Sales to Related Parties
|
-
|
-
|
2,101
|
|||||||||
Total Cost of Sales
|
-
|
-
|
10,495
|
|||||||||
Gross Profit
|
-
|
-
|
1,545
|
|||||||||
General & Administrative Expenses
|
1,537,215
|
57,355
|
1,682,523
|
|||||||||
Net Loss from Operations
|
(1,537,215
|
)
|
(57,355
|
)
|
(1,680,978
|
)
|
||||||
Other Income/(Expenses):
|
||||||||||||
Interest Expense
|
(60
|
)
|
(3,375
|
)
|
(15,514
|
)
|
||||||
Net Loss Before Income Taxes
|
(1,537,275
|
)
|
(60,730
|
)
|
(1,696,492
|
)
|
||||||
Provision for Income Taxes
|
-
|
(100
|
) |
(800
|
) | |||||||
Net Loss
|
$
|
(1,537,275
|
)
|
$
|
(60,830
|
)
|
$
|
(1,697,292
|
)
|
|||
Loss Per Share - Basic and Diluted
|
$
|
(0.02
|
)
|
$
|
(0.02
|
)
|
$
|
(0.16
|
)
|
|||
Weighted Average Shares Outstanding - Basic and Diluted
|
83,487,568
|
3,610,959
|
10,819,549
|
|
||||||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||
Common
|
Additional
Paid-in
|
Common
Shares To
|
Additional
Paid-in
Capital
|
Subscription
|
Accumulated
|
Net
Stockholders
|
||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Be Issued
|
To Be Issued |
Receivable
|
Deficit
|
Equity
|
|||||||||||||||||||||
Balance, December 12, 2003 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Common stock issued for cash
|
1,200,000 | 1,200 | 33,537 | - | - | - | - | 34,737 | ||||||||||||||||||||
Property contributed by shareholder
|
- | - | 1,500 | - | 1,500 | |||||||||||||||||||||||
Net loss from inception on December 12, 2003
|
- | |||||||||||||||||||||||||||
through September 30, 2004 | - | - | - | - | - | - | (3,400 | ) | (3,400 | ) | ||||||||||||||||||
Balance, September 30, 2004
|
1,200,000 | 1,200 | 35,037 | - | - | - | (3,400 | ) | 32,837 | |||||||||||||||||||
Net loss for the year ended September 30, 2005
|
- | - | - | - | - | - | (11,324 | ) | (11,324 | ) | ||||||||||||||||||
Balance, September 30, 2005
|
1,200,000 | 1,200 | 35,037 | - | - | - | (14,724 | ) | 21,513 | |||||||||||||||||||
Net loss for the year ended September 30, 2006
|
- | - | - | - | - | - | (21,682 | ) | (21,682 | ) | ||||||||||||||||||
Balance, September 30, 2006
|
1,200,000 | 1,200 | 35,037 | - | - | - | (36,406 | ) | (169 | ) | ||||||||||||||||||
Net loss for the year ended September 30, 2007
|
- | - | - | - | - | - | (18,256 | ) | (18,256 | ) | ||||||||||||||||||
Balance, September 30, 2007
|
1,200,000 | 1,200 | 35,037 | - | - | - | (54,662 | ) | (18,425 | ) | ||||||||||||||||||
Net loss for the year ended September 30, 2008
|
- | - | - | - | - | - | (21,674 | ) | (21,674 | ) | ||||||||||||||||||
Balance, September 30, 2008
|
1,200,000 | 1,200 | 35,037 | - | - | - | (76,336 | ) | (40,099 | ) | ||||||||||||||||||
Net loss for the year ended September 30, 2009
|
- | - | - | - | - | - | (11,289 | ) | (11,289 | ) | ||||||||||||||||||
Balance, September 30, 2009
|
1,200,000 | 1,200 | 35,037 | - | - | - | (87,625 | ) | (51,388 | ) | ||||||||||||||||||
Net loss for the year ended September 30, 2010
|
- | - | - | - | - | - | (11,562 | ) | (11,562 | ) | ||||||||||||||||||
Balance, September 30, 2010
|
1,200,000 | 1,200 | 35,037 | - | - | - | (99,187 | ) | (62,950 | ) | ||||||||||||||||||
Related party debt forgiveness
|
- | - | 11,023 | - | - | - | - | 11,023 | ||||||||||||||||||||
Common stock issued for cash
|
8,800,000 | 8,800 | 79,200 | - | - | - | - | 88,000 | ||||||||||||||||||||
Additional paid in capital – shares to be issued
|
- | - | - | 11,000,000 | 110,000 | - | - | 110,000 | ||||||||||||||||||||
Common stock to be issued
|
- | - | - | 650,000 | 6,500 | (6,500 | ) | - | - | |||||||||||||||||||
Net loss for the year ended September 30, 2011
|
- | - | - | - | - | - | (60,830 | ) | (60,830 | ) | ||||||||||||||||||
Balance, September 30, 2011
|
10,000,000 | $ | 10,000 | $ | 125,260 | 11,650,000 | $ | 116,500 | $ | (6,500 | ) | $ | (160,017 | ) | $ | 85,243 | ||||||||||||
Shares issued from common shares to be issued
|
11,650,000 | 11,650 | 104,850 | (11,650,000 | ) | (116,500 | ) | 6,500 | 6,500 | |||||||||||||||||||
Common stock issued for cash
|
78,500,000 | 78,500 | 706,500 | 785,000 | ||||||||||||||||||||||||
Shares issued for services
|
135,000,000 | 135,000 | 1,215,000 | 1,350,000 | ||||||||||||||||||||||||
Net loss for the twelve months ended Sept 30, 2012
|
- | - | - | - | - | - | (1,537,275 | ) | (1,537,275 | ) | ||||||||||||||||||
Balance, Sept 30, 2012
|
235,150,000 | $ | 235,150 | $ | 2,151,610 | - | $ | - | $ | - | $ | (1,697,292 | ) | $ | 689,468 |
Since Inception
|
||||||||||||
[December 12,
|
||||||||||||
For the Year Ended
|
For the Year Ended
|
2003]
through
|
||||||||||
September 30, 2012
|
September 30, 2011
|
September 30, 2012
|
||||||||||
Net Loss
|
$ |
(1,537,275
|
)
|
$ |
(60,830
|
)
|
$ |
(1,697,292
|
)
|
|||
Adjustments to reconcile net loss to net cash
|
||||||||||||
From Operating Activities:
|
||||||||||||
Depreciation
|
-
|
-
|
8,906
|
|||||||||
Stock issued for services
|
1,350,000
|
-
|
1,350,000
|
|||||||||
Changes in operating assets and liabilities:
|
||||||||||||
(Increase)/Decrease in Prepaid Expenses
|
(329,373)
|
-
|
(329,373)
|
|||||||||
Increase/(Decrease) in Accounts Payable/Accrued Liabilities
|
31,089
|
(7,115
|
)
|
31,732
|
||||||||
Increase/(Decrease) in Accrued Interest/Related Party Payable
|
29,563
|
(6,472
|
)
|
42,205
|
||||||||
Net Cash From Operating Activities
|
(455,996
|
)
|
(74,417
|
)
|
(593,822
|
)
|
||||||
Cash From Investing Activities
|
||||||||||||
Purchase of equipment
|
-
|
-
|
(7,406
|
)
|
||||||||
Net Cash From Investing Activities
|
-
|
-
|
(7,406
|
)
|
||||||||
Cash From Financing Activities
|
||||||||||||
Proceeds for stock issuance
|
791,500
|
88,000
|
914,237
|
|||||||||
Proceeds for stock not issued
|
-
|
110,000
|
110,000
|
|||||||||
Loan from shareholders
|
-
|
5,691
|
41,769
|
|||||||||
Payment on loans from shareholders
|
-
|
(41,769
|
)
|
(41,769
|
)
|
|||||||
Net Cash From Financing Activities
|
791,500
|
161,922
|
1,024,237
|
|||||||||
Net Increase/(Decrease) in cash
|
335,504
|
87,505
|
423,009
|
|||||||||
Beginning Cash Balance
|
87,505
|
-
|
-
|
|||||||||
Ending Cash Balance
|
$
|
423,009
|
$
|
87,505
|
$
|
423,009
|
||||||
Supplemental Schedule of Cash Flow Activities
|
||||||||||||
Cash paid for income taxes
|
$
|
-
|
$
|
100
|
$
|
800
|
||||||
Cash paid for interest
|
$
|
60
|
$
|
11,296
|
$
|
11,356
|
||||||
Related party debt forgiveness
|
$
|
-
|
$
|
11,023
|
$
|
11,023
|
||||||
Property contributed by shareholder
|
$
|
-
|
$
|
-
|
$
|
1,500
|
||||||
Stock issued for prepaid expenses
|
$
|
550,000
|
$
|
-
|
$
|
550,000
|
9/30/2012
|
9/30/2011
|
|||||||
FEDERAL
|
||||||||
Current
|
$
|
0
|
$
|
0
|
||||
Deferred
|
0
|
0
|
||||||
STATE
|
||||||||
Current
|
0
|
100
|
||||||
Deferred
|
0
|
0
|
||||||
TOTAL PROVISION
|
$
|
0
|
$
|
100
|
9/30/2012
|
9/30/2011
|
|||||||
DEFERRED TAX ASSETS
|
||||||||
Current
|
$
|
0
|
$
|
0
|
||||
Noncurrent
|
||||||||
Net operating losses
|
336,029
|
28,923
|
||||||
Related party interest
|
0
|
0
|
||||||
Differences in book/tax depreciation
|
0
|
0
|
||||||
Total noncurrent
|
$
|
336,029
|
$
|
28,923
|
||||
Valuation Allowance
|
(336,029
|
)
|
(28,923
|
)
|
||||
NET DEFERRED TAX ASSET
|
0
|
0
|
||||||
DEFERRED TAX LIABILITIES
|
0
|
0
|
||||||
NET DEFERRED TAXES
|
$
|
0
|
$
|
0
|
9/30/2012
|
9/30/2011
|
|||||||
Expected provision (based on statutory rate)
|
$
|
(307,455
|
)
|
$
|
(12,146
|
)
|
||
Effect of:
|
||||||||
Increasein valuation allowance
|
307,152
|
10,790
|
||||||
State minimum tax, net of federal benefit
|
0
|
85
|
||||||
Non-deductible expense
|
303
|
802
|
||||||
Temporary differences due to depreciation
|
0
|
0
|
||||||
Graduated rates
|
0
|
569
|
||||||
Total actual provision
|
$
|
0
|
$
|
100
|
Name
|
Age
|
Title
|
James M. Askew
|
47
|
Sole Director, President and Chief Executive Officer
|
Name
|
Form Type
|
Number of late reports
|
Number of transactions reported late
|
John Preftokis
(1)
|
3
4
|
1
1
|
1
1
|
Summary Compensation Table
|
||||||||||||||||||||
Name and
Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
(1)
|
Stock
Option Awards
|
All
Other
Compensation
|
Total
|
|||||||||||||
Jim Askew
|
2012
|
$
|
200,000
|
$
|
100,000
|
$
|
500,000
|
(3)
|
$
|
$
|
-
|
$
|
$800,000
|
|||||||
President, CEO, Sole Director
|
2011
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||
John Preftokis
(2)
|
2012
|
9,000
|
-
|
$200,000(4)
|
-
|
50,000(5)
|
$259,00
|
|||||||||||||
Former President, and Director
|
2011
|
1,000
|
-
|
-
|
-
|
61,510
(2)
|
1,000
|
Name of Beneficial Owner
|
Number of Shares of Common Stock Beneficially Owned
|
Percentage of Class Beneficially Owned
|
Named Executive Officers and Directors:
|
||
James M. Askew
|
50,000,000
|
21.4%
|
All directors & executive officers as a group
(1 persons)
|
50,000,000
|
21.4%
|
Shareholders of Greater Than 5%:
|
||
John B. Connally III
|
50,000,000
|
21.4%
|
John Preftokis
40755 Witherspoon Terrace
Fremont, California 94538
|
29,859,700
|
12.8%
|
Walter Mikulik
5100 Pool Road
Colleyville, Texas 76034
|
20,000,000
|
8.5%
|
Fee category
|
2012
|
2011
|
||||||
Audit fees
|
$
|
15,355
|
$
|
7,585
|
||||
Audit-related fees
|
0
|
0
|
||||||
Tax fees
|
1,180
|
400
|
||||||
All other fees
|
0
|
0
|
||||||
Total fees
|
$
|
16,535
|
$
|
7,985
|
No.
|
Description
|
3.1
|
Certificate of Incorporation of GulfSlope Energy, Inc. incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed April 23, 2012.
|
3.2
|
Bylaws of GulfSlope Energy, Inc. incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filed April 23, 2012.
|
4.1
|
Common Stock Specimen*
|
10.1
|
Employment Agreement, by and between the Company and James M. Askew, incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed June 25, 2012
|
10.2
|
Form of Subscription Agreement incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission on June 6, 2012
|
14.1
|
Code of Ethics*
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
|
32.1
|
Certification of Principal Executive and Principal Financial Officer Pursuant to 18 U.S.C Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
|
101
|
The following financial information from our Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed with the Securities and Exchange Commission on December 21, 2011, formatted in Extensible Business Reporting language (XBRL); (i) Condensed Balance Sheets, (ii) Condensed Statements of Operations, (iii) Condensed Statements of Cash Flows and (iv) Notes to the Condensed Financial Statements.(1)
|
Date:
|
December 31, 2012
|
By:
|
/s/
James M. Askew
|
|
James M. Askew
|
||||
President and Director, Principal Executive Officer, Principal Financial Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of GulfSlope Energy, Inc. (the “Registrant”);
|
|||
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
|||
4.
|
The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15(d)-15(f)) for the Registrant and have:
|
|||
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|||
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|||
c.
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|||
d.
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
|||
5.
|
The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
|
|||
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
|||
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|