<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________ to _____________
Commission file number: 333-84845
9278 COMMUNICATIONS, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 98-0207906
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1942 Williamsbridge Road, Bronx, New York 10461
-----------------------------------------------
(Address of Principal Executive Offices)
(718) 887-9278
--------------
(Issuer's Telephone Number, Including Area Code)
Not Applicable
--------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING
THEPRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
Common Stock, $.001 par value - 21,030,073 shares issued and
outstanding as of November 10, 2000
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
9278 COMMUNICATIONS INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
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(Unaudited)
<S> <C> <C>
Current assets
Cash $ 311,147 $ 26,192
Accounts receivable, less allowance for doubtful accounts
of $380,000 and $125,000 5,453,031 3,820,503
Inventories 2,086,342 1,302,171
Prepaid expenses and other current assets 16,662 30,749
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Total current assets 7,867,182 5,179,615
Property and equipment - at cost, less accumulated
depreciation and amortization 632,180 349,869
Goodwill, less accumulated amortization of $69,762 and $50,243 164,463 593,857
Other assets 28,099 15,339
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$ 8,691,924 $ 6,138,680
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 4,638,667 $ 2,805,579
Current maturities of note and advances payable, shareholder 1,071,329 1,633,521
Current maturities of debt obligations 47,948 69,102
Income taxes payable 2,000 2,000
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Total current liabilities 5,759,944 4,510,202
Note payable, shareholder, less current maturities 1,000,000 1,000,000
Debt obligations, less current maturities 142,211 108,002
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6,902,155 5,618,204
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Commitments and contingencies - -
Shareholders' equity
Convertible preferred stock, Class B, $.001 par value;
5,000,000 shares authorized, 975 (2000) and 1,500
(1999) shares issued and outstanding 975,000 1,500,000
Common stock, $.001 par value; 40,000,000 (2000) and 25,000,000 (1999)
shares authorized, 20,815,124 (2000) and 19,659,629 (1999) shares issued
and outstanding 20,814 19,659
Additional paid-in capital 4,438,227 2,361,382
Accumulated deficit (3,644,272) (3,360,565)
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1,789,769 520,476
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$ 8,691,924 $ 6,138,680
============== ==============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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9278 COMMUNICATIONS INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------------- -------------------------------
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 20,032,204 $ 43,231,908 $ 53,772,717 $ 66,998,662
Cost of sales 18,891,100 42,636,844 50,893,501 65,571,268
------------- ------------- ------------- -------------
Gross profit 1,141,104 595,064 2,879,216 1,427,394
------------- ------------- ------------- -------------
Operating expenses
Selling 189,915 162,446 344,428 236,216
General and administrative 748,130 710,595 1,875,818 988,020
Depreciation and amortization 42,834 21,716 130,277 40,579
Provision for doubtful accounts - - 303,474 -
Loss attributable to sale of equipment - - 363,367 -
Interest expense 50,000 2,888 137,559 10,162
------------- ------------- ------------- -------------
1,030,879 897,645 3,154,923 1,274,977
------------- ------------- ------------- -------------
Net income (loss) before
income taxes 110,225 (302,581) (275,707) 152,417
Income taxes 8,000 16,000 8,000 16,000
------------- ------------- ------------- -------------
Net income (loss) $ 102,225 $ (318,581) $ (283,707) $ 136,417
============= ============= ============= =============
Basic earnings (loss) per share $ - $ (.02) $ (.01) $ .01
============= ============= ============= =============
Shares used in the calculation of basic
earnings (loss) per share 20,561,849 14,900,000 20,583,983 14,900,000
============= ============= ============= =============
Diluted earnings (loss) per share $ - $ (.02) $ (.01) $ .01
============= ============= ============= =============
Shares used in the calculation of diluted
earnings (loss) per share 21,740,599 14,900,000 20,583,983 14,900,000
============= ============= ============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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<PAGE>
9278 COMMUNICATIONS INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
Cash flows used in operating activities $(309,877) $(117,502)
Cash flows used in investing activities (279,031) (107,104)
Cash flows provided by financing activities 873,863 205,762
--------- ---------
Net increase (decrease) in cash 284,955 (18,844)
Cash, beginning of period 26,192 364,968
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Cash, end of period $ 311,147 $ 346,124
========= =========
Supplemental cash flow disclosures
Interest paid $ 17,559 $ 10,162
Income taxes paid 15,120 3,000
Noncash investing and financing activities
Equipment acquired under capital leases 75,000 45,000
Automobile partially financed with loan payable - 57,940
Common stock issued in satisfaction of certain
advances payable, shareholder 500,000 -
Common stock issued on conversion of convertible
preferred stock 525,000 -
Common stock issued for services rendered 55,000 -
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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9278 COMMUNICATIONS INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1 - BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations. However, the Company believes that the
disclosures are adequate to make the information presented not misleading.
The condensed consolidated financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's annual report on Form 10-KSB for the year ended December 31, 1999.
The unaudited condensed consolidated financial statements included
herein reflect, in the opinion of management, all adjustments (consisting
primarily only of normal recurring adjustments) necessary to present fairly
the results for the interim periods. The results of operations for the nine
months ended September 30, 2000 are not necessarily indicative of results to
be expected for the entire year ending December 31, 2000.
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
9278 Communications Inc. is the successor consolidated entity formed by
the merger, on December 10, 1999, of 9278 Distributor Inc. (the "Company")
and iLink Telecom, Inc. ("iLink"). iLink was originally incorporated in
Colorado on December 10, 1997 and was reincorporated in Nevada on July 14,
1998. The Company was incorporated in New York on April 17, 1997 and
reincorporated in Delaware on May 2, 2000.
Concurrent with the merger, iLink, a publicly held company and the
legally surviving parent company, changed its name to 9278 Communications
Inc. For accounting purposes, the merger has been treated as a reverse
acquisition, with the Company as the acquiror, and is accounted for as a
purchase.
The Company consummated the reverse acquisition of iLink on December
10, 1999. The Company's shareholders were issued 14,900,000 iLink shares in
exchange for 200 shares of the Company. These shares were valued at $155,000
based on an independent valuation of iLink. In addition to the value of
these shares, the Company's acquisition cost includes the eight shares
(post-split equivalent of 596,000 shares) issued to a creditor of iLink
valued at $123,330, legal fees of $42,455, and investment banker fees of
$13,226, for total acquisition costs of $334,011.
The accompanying condensed consolidated balance sheet as of September
30, 2000 includes the accounts of the Company and iLink. The related
accompanying condensed consolidated statements of operations and cash flows
include the results of operations and cash flows of the Company for each
period presented and of iLink for all periods beginning after December 10,
1999. All significant intercompany transactions and balances have been
eliminated.
(Continued)
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9278 COMMUNICATIONS INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The Company sells prepaid telephone cards to distributors and small
retail establishments, primarily in the New York, New Jersey and Connecticut
areas.
Goodwill
Goodwill represents cost in excess of fair value of net assets acquired
in the merger transaction, and is being amortized over three years. The
Company periodically re-evaluates its recoverability.
On February 28, 2000, the Company sold certain assets acquired in the
acquisition of iLink and recognized a loss on the sale of $363,367,
primarily attributable to the write-off of the related goodwill.
Income Taxes
Prior to the merger with iLink, the Company had elected S Corporation
status for Federal and New York State income tax purposes. Under these
elections, the Company's taxable income or loss was reportable by the
shareholders on their individual income tax returns, and the Company made no
provision for Federal income tax. Provisions were recorded for New York
State S Corporation tax and New York City general corporation tax.
Concurrent with the merger with iLink on December 10, 1999, the S
Corporation elections terminated and the Company became subject to all
Federal, state and city corporation income taxes.
Earnings Per Share
Basic earnings per common share is calculated by dividing net income
(loss) available to common stockholders by the average number of common
shares outstanding during each period. Diluted earnings per common share is
calculated by adjusting outstanding shares, assuming conversion of any
potentially dilutive securities, such as stock options or warrants.
Potentially dilutive securities have been excluded from the calculation of
diluted loss per share for the nine months ended September 30, 2000, as
their effect would have been antidilutive.
Effects of Recently Issued Accounting Pronouncements
In September 1998, the Financial Accounting Standards Board issued SFAS
133, "Accounting for Derivative Instruments and Hedging Activities", which
requires entities to recognize all derivatives in their financial statements
as either assets or liabilities measured at fair value. SFAS 133 also
specifies new methods of accounting for hedging transactions, prescribes the
items and transactions that may be hedged and specifies detailed criteria to
be met to qualify for hedge accounting. SFAS 133, as amended by SFAS 137 and
SFAS 138, is effective for fiscal quarters beginning after June 15, 2000. We
currently do not use derivative instruments as defined by SFAS Nos. 133 and
138. If we continue to not use these derivative instruments, these
statements will have no effect on our results of operations or our
consolidated financial position.
(Continued)
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9278 COMMUNICATIONS INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
In December 1999, the Securities and Exchange Commission staff released
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 provides interpretive guidance on the
recognition, presentation and disclosures of revenue in the financial
statements effective for all transactions on or after January 1, 2000. The
Company does not believe that the adoption of SAB 101 in the fourth quarter
of 2000 will have a material effect on the Company's financial results.
3 - CAPITAL STOCK TRANSACTIONS
Between January 7, 2000 and February 7, 2000, certain holders of the
Company's Class B convertible preferred stock converted 425 shares into
191,143 shares of common stock.
In March 2000, the Company issued 250,000 shares of common stock in
satisfaction of $500,000 in advances from a shareholder.
In March 2000, the Company issued an aggregate of 454,000 shares of
common stock at $2.00 a share, for a total of $908,000.
In May 2000, the Company issued 30,000 shares of common stock, valued
at $30,000, for services rendered.
On June 8, 2000, the Company issued 75,000 shares of common stock to an
investor at $1.20 a share, for a total of $90,000.
In September 2000, the Company issued 25,000 shares of common stock,
valued at $25,000, for services rendered.
On September 14, 2000, a holder converted 100 shares of the Company's
Class B convertible preferred stock into 130,352 shares of common stock.
Between November 9, 2000 and November 10, 2000, certain holders of the
Company's Class B convertible preferred stock converted 200 shares into
214,949 shares of common stock.
(Continued)
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<PAGE>
9278 COMMUNICATIONS INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4 - STOCK OPTIONS AND WARRANT
On March 15, 2000, the Company issued 10 year non-qualified options to
purchase 25,000 shares of common stock, at an exercise price of $4.00 per
share to a director of the Company. The options vested as to 50% of the
underlying shares on September 15, 2000 and will vest as to the remaining
shares on March 15, 2001.
On June 1, 2000, pursuant to an employment agreement between the
Company and an officer, the Company issued three year non-qualified options
to purchase 10,000 shares of common stock, at an exercise price of $4.00 per
share. The options vested 100% upon their grant and are exercisable for
three years from the date of grant.
On June 13, 2000, in consideration for an officers' agreement to amend
the repayment terms of a $2,000,000 promissory note, the Company issued him
a warrant to purchase 200,000 shares of the Company's common stock at an
exercise price of $1.625 per share. The warrant vested immediately as to
100% of the shares of common stock underlying the warrant and is exercisable
for ten years from the date of grant.
5 - RELATED PARTY TRANSACTIONS
Sales to a customer who is related to an officer were approximately
$4,567,000 and $9,075,000 for the nine months ended September 30, 2000 and
1999, respectively. On March 2, 2000, the Company entered into a letter of
intent to acquire this customer's business. The acquisition is contingent
upon execution of a definitive agreement, obtaining financing and completing
a due diligence review.
6 - LITIGATION
In November 1999, the Company instituted an action against a former
major supplier to recover damages resulting from cancellation of telephone
cards purchased by the Company. The loss totaled $553,547, which was
reflected in the fourth quarter of 1999. The Company is doubtful as to the
prospects for recovery of the loss. The supplier subsequently countersued.
In the Company's opinion, with which its legal counsel concurs, no material
liability will result from the countersuit. The Company subsequently
mitigated, in substantial part, its reliance on this supplier by increasing
its purchases from other vendors.
In November 1999, a distributor of the Company's prepaid telephone
cards instituted an action for approximately $600,000, based on a purported
breach of oral contract by the Company. The Company filed an answer and
counterclaim against the distributor for approximately $600,000 of unpaid
invoices. The Company believes it has meritorious defenses to the claims of
the distributor and plans to pursue its claim for unpaid invoices.
7 - SUBSEQUENT EVENT
The Company entered into an agreement with Rapid Release Research, LLC,
a company that is in the business of providing services for management
consulting, business advisory, shareholder information and public relations.
The services will be used to inform the public of the potential investment
merit and potential of the company and its securities, thereby increasing
investor recognition and market liquidity and improving shareholder value,
and to assist the Company in acquisitions, mergers and/or other financial
transactions.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
This discussion, other than the historical financial information, may
consist of forward-looking statements that involve risks and uncertainties,
including quarterly and yearly fluctuations in results, the timely
availability of new communication products, the impact of competitive
products and services, and other risks and uncertainties. These
forward-looking statements speak only as of the date hereof and should not
be given undue reliance. Actual results may vary significantly from those
projected.
OVERVIEW
To date, the Company's principal source of revenue has been the
marketing and distribution of prepaid phone cards. The Company markets and
distributes branded prepaid phone cards produced by a variety of
telecommunications long distance carriers and resellers, as well as private
label proprietary prepaid phone cards produced exclusively for the Company
by various long distance carriers and/or resellers.
Prepaid phone cards are distributed through a vast network of retail
outlets, including convenience stores, newsstands, grocery stores and
discount stores. The retail outlets are serviced by independent
distributors, which often distribute newspapers or other items to the retail
outlets. The Company purchases large volumes of branded prepaid phone cards
from the long distance carrier or reseller and sells the cards in smaller
quantities, together with cards from other carriers and/or private label
cards distributed by the Company, to the independent distributor, for
ultimate distribution to retail outlets.
Branded cards are purchased by the Company at a discount from the face
value of the card, and resold to the distributor at a slightly lower
discount. The difference between the two discount rates, typically from 1%
to 3%, represents the gross margin retained by the Company. Purchases of
branded cards by the Company are made on varying terms, from C.O.D. to a net
30 basis, although the majority of the Company's purchases are made on
credit terms of 10 days or less. Sales by the Company of its product are
generally made on a net 30 basis.
Private label cards are generally designed and produced by the Company,
utilizing card numbers and PINs provided by the telecommunications' carrier
or reseller providing the long distance service for the card. The Company
incurs the upfront expense of printing the phone cards. However, the Company
does not pay the long distance carrier until it activates the cards, which
occurs upon the sale by the Company to the distributor. Accordingly, through
the use of private label cards, the Company's cost of inventory is
significantly reduced, as purchases are effectively made on an as-needed
basis. In addition, private label cards generally provide the Company with
the ability to achieve a greater gross margin percentage, typically ranging
from 3% to 6%.
The Company is seeking to develop and acquire rights to additional
prepaid telecommunications services and other prepaid products or services
to diversify its product offerings and increase its overall gross margin. In
the short term, additional costs related to the development or acquisition
of such products may have an initial impact on net profits.
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<PAGE>
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1999
Net sales for the nine months ended September 30, 2000 declined
approximately 20% to $53,772,717 from net sales of $66,998,662 during the
nine months ended September 30, 1999. The decline in net sales was primarily
due to an unusually large net sales volume during the third quarter of 1999
during which the Company sold a significant number of low margin private
label cards. During the third quarter of 2000, the Company refined its
product selection and eliminated many of the lower margin, higher risk
products from its inventory. Accordingly, net sales for the third quarter of
1999 and 2000 were $43,321,908 and $20,032,204, respectively. Gross profit
increased approximately 102% during the nine months ended September 30, 2000
to $2,879,216 from $1,427,394 for the corresponding 1999 period. The
increase in gross profit was due to higher gross profit margins achieved by
the sale of private label phone cards, which increased during the 2000
period. For the third quarter of 2000, gross profit increased to $1,141,104
as compared to $595,064 for the corresponding 1999 period, despite a 54%
decline in net sales from the 1999 period to the 2000 period. Total expenses
increased 147% to $3,154,923 in the nine months ended September 30, 2000, as
compared to $1,274,977 for the corresponding 1999 period. Included in the
current period expenses are an aggregate of $409,571 of expenses of iLink
Telecom, a company with which 9278 Communications merged in December 1999,
which were recorded in the first quarter of 2000. These include $363,367
attributable to the sale of the assets of iLink Telecom and $46,204 of
general and administrative expenses of iLink Telecom. Also included in total
expenses during the 2000 period was a $263,474 provision for doubtful
accounts, which are due from a distributor of the Company with whom the
Company is in litigation. In addition, general and administrative expenses
for the nine months ended September 30, 2000 increased to $1,875,818, as
compared to $988,020 for the nine months ended September 30, 1999 as a
result of the addition of new management personnel, increased legal and
accounting costs resulting from the Company becoming a publicly traded
company and expenses attributable to new product development projects. As a
result of the foregoing, the Company generated a net loss of $283,707 during
the nine months ended September 30, 2000, as compared to net income of
$136,417 for the nine months ended September 30, 1999. Absent the
non-recurring expenses recorded in the first quarter of 2000, the Company
would have generated net income for the nine months ended September 30, 2000
of $389,338. For the three months ended September 30, 2000, the Company
generated net income of $102,225 as compared to a net loss of $318,581 for
the three months ended September 30, 1999.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2000 and December 31, 1999, the Company had total
current assets of approximately $7,867,000 and $5,180,000, respectively. At
September 30, 2000, this included approximately $311,000 in cash, $2,086,000
of inventory and $5,453,000 of accounts receivable. At December 31, 1999,
cash, inventory and accounts receivable were approximately $26,000,
$1,302,000 and $3,821,000, respectively. The Company's cash balances vary
significantly from day-to-day due to the large volume of purchases and sales
made by the Company from the various prepaid phone card companies and the
numerous distributors to whom the Company sells cards. Due to the shorter
credit terms made available to the Company from the telecommunications
companies from whom it buys branded cards, as compared to the credit terms
made available by the Company to its customers, the Company, from
time-to-time, requires infusions of cash in order to maintain its
preferential buying/purchasing terms with its carriers. Such cash flow needs
are also affected by the timing of large purchases by the Company, which are
made by the Company from time-to-time to take advantage of favorable pricing
opportunities. To date, the Company has satisfied such cash requirements by
loans from its principals and/or private sales of the Company's equity
securities. The Company is seeking to secure financing to provide the
Company with liquidity to meet its future needs and to finance growth
through acquisitions of competitors and internal expansion of its product
lines. There can be no assurance that the Company will be able to obtain
such financing on commercially reasonable terms, or otherwise, or that it
will be able to otherwise satisfy it short-term cash flow needs from other
sources in the future.
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<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Legal proceedings are incorporated by reference to the Company's
registration statement on Form SB-2 (Registration No. 333-37654)
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
a) In September 2000, pursuant to a Subscription Agreement between the
Company and Ascent Financial Incorporated ("Ascent"), the Company issued
25,000 shares of its common stock to Ascent for an aggregate purchase price
of $25,000. This transaction was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended (the "Act").
b) Between September 14, 2000 and November 10, 2000, certain holders of the
Company's series B convertible preferred stock converted 300 shares into
345,301 shares of the Company's common stock. These transactions were exempt
from registration pursuant to Section 4(2) of the Act.
-11-
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
The exhibits in the following table have been filed as part of this
quarterly report on Form 10-QSB.
Exhibit
Number Description of Exhibits
------ -----------------------
3.1 Articles of Incorporation of 9278 Communications, Inc., a Delaware
corporation*
3.2 Bylaws of 9278 Communications, Inc., a Delaware corporation*
27.1 Financial Data Schedule**
--------------
* Incorporated by reference from the Company's quarterly report on
Form 10-QSB for the three-month period ended March 31, 2000
** Filed herewith
b) Reports on Form 8-K
None.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
9278 COMMUNICATIONS, INC.
Date: November 14, 2000 By /s/ Paul Sarcinella
-------------------
Paul Sarcinella
Chief Financial Officer
(Principal Financial and Accounting Officer)
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