UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended June 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to _________
Commission File Number: 0-24459
ACCESSTEL, INC.
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(Exact name of small business issuer as specified in its charter)
Utah 59-2159271
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5201 Great American Parkway, Suite 320-3102
Santa Clara, California 95054
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(Address of principal executive offices)
Issuer's telephone number: (408) 216-4756
Not applicable
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(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 issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
As of June 30, 2002, the Company had 33,354,091 shares of common stock issued
and outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
Documents incorporated by reference: None.
ACCESSTEL, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - June 30, 2002 (Unaudited) and December 31, 2001
Statements of Operations (Unaudited) - Three Months and Six
Months Ended June 30, 2002 and 2001
Statements of Cash Flows (Unaudited) - Six Months Ended June 30,
2002 and 2001
Notes to Financial Statements (Unaudited) - Three Months and Six
Months Ended June 30, 2002 and 2001
Item 2. Management's Discussion and Analysis or Plan of Operation
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
2
AccessTel, Inc.
Balance Sheets
June 30, December 31,
2002 2001
--------- ------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ $
Other receivables
--------- ---------
Total current assets
--------- ---------
Property and equipment
Less: Accumulated depreciation
--------- ---------
--------- ---------
Other assets
--------- ---------
Total assets $ $
========= =========
(Continued)
3
AccessTel, Inc.
Balance Sheets (continued)
June 30, December 31,
2002 2001
--------- ------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
Current liabilities:
Accounts payable and
accrued expenses $1,087,764 $1,087,764
Due to shareholder 253,008 166,736
Accrued interest payable 3,106 1,808
--------- ---------
Total current liabilities 1,343,878 1,256,308
--------- ---------
Stockholders' deficiency:
Common stock, $.001 par value
Authorized - 100,000,000 shares
Issued and Outstanding
33,354,091 shares 33,354 33,354
Additional paid-in capital 325,091 325,091
Accumulated deficit (1,702,323) (1,614,753)
--------- ---------
Total stockholders' deficiency (1,343,878) (1,256,308)
--------- ---------
Total liabilities and
stockholders' deficiency $ $
========= =========
See accompanying notes to financial statements.
4
AccessTel, Inc.
Statements of Operations (Unaudited)
Three Months Ended
June 30,
--------------------------
2002 2001
--------- ---------
Revenues $ $
Cost of revenues
------- -------
Gross profit
------- -------
General and administrative
expenses 48,061 107,595
Interest expense 722
------- -------
Net loss $ (48,783) $(107,595)
======= =======
Net loss per common share
(basic and diluted) $ - $ -
===== =====
Weighted average common
shares outstanding
(basic and diluted) 33,354,091 33,354,091
========== ==========
See accompanying notes to financial statements.
5
AccessTel, Inc.
Statements of Operations (Unaudited)
Six Months Ended
June 30,
--------------------------
2002 2001
--------- ---------
Revenues $ $
Cost of revenues
------- -------
Gross profit
------- -------
General and administrative
expenses 86,272 183,595
Interest expense 1,298
------- -------
Net loss $ (87,570) $(183,595)
======= =======
Net loss per common share
(basic and diluted) $ - $(0.01)
===== ======
Weighted average common
shares outstanding
(basic and diluted) 33,354,091 33,354,091
========== ==========
See accompanying notes to financial statements.
6
AccessTel, Inc.
Statements of Cash Flows (Unaudited)
Six Months Ended
June 30,
--------------------------
2002 2001
--------- ---------
Cash flows from operating
activities:
Net loss $ (87,570) $(183,595)
Adjustments to reconcile
net loss to net cash
provided by (used in)
operating activities:
Changes in operating
assets and liabilities:
Increase (decrease) in:
Accounts payable and
accrued expenses 91,133
Accrued interest
payable 1,298
-------- --------
Net cash provided by (used in)
operating activities (86,272) (92,462)
-------- --------
Cash flows from financing
activities:
Due to shareholder 86,272 92,462
-------- --------
Net cash provided by (used in)
financing activities 86,272 92,462
-------- --------
Cash and cash equivalents:
Net increase (decrease) - -
At beginning of period - -
-------- --------
At end of period $ - $ -
======== ========
See accompanying notes to financial statements.
7
AccessTel, Inc.
Notes to Financial Statements (Unaudited)
Three Months and Six Ended June 30, 2002 and 2001
1. Organization and Basis of Presentation
Organization - Shopss.com, Inc., a Utah corporation, changed its name to
AccessTel, Inc. effective February 16, 2001, in conjunction with the
acquisition of AccessTel, Inc., a Delaware corporation, in a reverse merger
transaction effective December 18, 2000. Litigation to rescind this
transaction was subsequently commenced on May 1, 2001, and a receiver was
appointed on May 3, 2001 to manage the business affairs of the Company.
AccessTel, Inc., formerly Shopss.com, Inc., is referred to herein as the
"Company".
Basis of Presentation - The financial statements as of December 31, 2001 and
for the three months and six months ended June 30, 2002 and 2001 include the
assets and liabilities of Shopss.com, Inc.'s operations and exclude the assets
and liabilities of AccessTel, Inc.'s operations due to the rescission
litigation. The accompanying interim financial statements have been prepared
based on the information available to current management, but due to the
commencement of litigation and the appointment of a receiver, such information
may not be complete or accurate. Information provided herein is given to the
best knowledge of the receiver, and where it is indicated herein that
"management believes" or similar references to management's knowledge, this
information is provided to best knowledge of the receiver, and not management.
A copy of this document has been provided to members of management, and the
receiver has used his best efforts to have this document reviewed by them and,
if appropriate, amended and updated.
Comments - The accompanying interim financial statements are unaudited, but in
the opinion of management of the Company, contain all adjustments, which
include normal recurring adjustments, necessary to present fairly the
financial position at June 30, 2002, the results of operations for the three
months and six months ended June 30, 2002 and 2001, and the cash flows for the
six months ended June 30, 2002 and 2001. The balance sheet as of December 31,
2001 is derived from the Company's audited financial statements.
Certain information and footnote disclosures normally included in financial
statements that have been presented in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission with respect to interim
financial statements, although management of the Company believes that the
disclosures contained in these financial statements are adequate to make the
information presented therein not misleading. For further information, refer
to the financial statements and notes thereto included in the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2001, as filed
with the Securities and Exchange Commission.
The results of operations for the three months and six months ended June 30,
2002 are not necessarily indicative of the results of operations to be
expected for the full fiscal year ending December 31, 2002.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
8
AccessTel, Inc.
Notes to Financial Statements (Unaudited)
Three Months and Six Ended June 30, 2002 and 2001
Going Concern - The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. The Company has
suffered recurring losses, has no operations and has a deficiency in working
capital and shareholders' equity at June 30, 2002 and December 31, 2001.
These factors raise substantial doubt about the Company's ability to continue
as a going concern. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty. The Company's
independent certified public accountants have included a modification
paragraph in their report on the Company's financial statements for the year
ended December 31, 2001 with respect to this matter.
Net Loss Per Common Share - Basic loss per common share is calculated by
dividing net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflects the potential
dilution that would occur if all dilutive stock options and warrants were
exercised. These potentially dilutive securities were anti-dilutive for all
periods presented, and accordingly, basic and diluted loss per common share is
the same for all periods presented.
2. Litigation
Effective December 18, 2000, the Company entered into a Share Exchange
Agreement by and among Shopss.com, Inc., AccessTel, Inc., a Delaware
corporation, and the shareholders of AccessTel, Inc., pursuant to which the
Company acquired all of the shares of AccessTel, Inc. in exchange for
36,100,540 shares of common stock, which represented 80% of the issued and
outstanding of common stock of the Company after giving effect to the
transaction. At the closing of this transaction, the existing officers and
directors resigned, and new officers and directors were appointed.
On May 1, 2001, Reed & Wangsgard, L.C. (formerly Droz, Reed & Wangsgard, L.C.)
filed suit in the Third Judicial District Court of Salt Lake County, State of
Utah (the "Court"), Civil No. 010903821 (the "Action"), to assert claims, on
behalf of its clients, prior management of the Company, against AccessTel,
Inc., a Delaware corporation, and the original shareholders of AccessTel, Inc.
The Complaint demands rescission of the Share Exchange Agreement, and alleges
that the Company was induced to enter into the Share Exchange Agreement
through a series of false representations made by AccessTel, Inc. and its
shareholders. The Complaint also includes alternative causes of actions for
fraud, conversion, injunctive relief, and the issuance of a Writ of Replevin.
On May 3, 2001, pursuant to the motion of Reed & Wangsgard, L.C., the
Honorable Raymond Uno, Judge of the Court, issued an Order appointing Leonard
W. Burningham, Esq., a member of the Utah State Bar, as receiver for the
Company. Pursuant to such Order, the receiver is authorized to prepare and
file reports with the Securities and Exchange Commission.
On May 16, 2001, pursuant to the motion of Reed & Wangsgard, L.C., the
Honorable L.A. Dever, Judge of the Court, issued a Temporary Restraining Order
prohibiting the transfer of any shares of common stock issued by AccessTel,
Inc. and/or Shopss.com, Inc. which were issued in the name of any defendant
(other than the transfer agent) or held for the benefit of any such defendant.
On May 27, 2001, pursuant to the motion of Reed & Wangsgard, L.C., the
Honorable L.A. Dever, Judge of the Court, issued a Preliminary Injunction
enjoining Atlas Stock Transfer Company from registering the transfer of, or
reissuing, any shares of common stock issued by the Company and/or Shopss.com,
Inc. which were issued in the name of any defendant (other than Atlas Stock
Transfer Company) or are held for the benefit of any defendant to the suit.
On January 17, 2002 Reed & Wangsgard, L.C. received written confirmation from
an agent of the Board of Directors of AccessTel, Inc., a Utah corporation,
that said Board of Directors have come to a unanimous decision to settle the
claim for rescission of the Share Exchange Agreement by rescinding the Share
Exchange Agreement. However, the Board of Directors of AccessTel, Inc., a
Utah corporation, failed and/or refused to follow through with their agreement
9
AccessTel, Inc.
Notes to Financial Statements (Unaudited)
Three Months and Six Ended June 30, 2002 and 2001
2. Litigation (continued)
to rescind the Share Exchange Agreement. As a result, Reed & Wangsgard, L.C.
filed a Motion to Enforce Settlement with respect to the agreement to rescind
the Share Exchange Agreement. Although the Motion to Enforce Settlement has
not been scheduled to be heard, AccessTel, Inc. has not timely filed a
response to that motion.
During February 2002, pursuant to the motion of counsel for AccessTel, Inc., a
Delaware corporation, and the original shareholders of AccessTel, Inc., the
Honorable L.A. Dever, Judge of the Court, issued an order limiting the Court's
jurisdiction over certain of the Defendants. As a result, the court continued
to have jurisdiction over the corporate defends and through it, plaintiffs may
assert claims arising from the allegedly wrongful conduct of current
management.
On April 1, 2002, AccessTel, Inc. a Delaware corporation filed its Answer to
Plaintiffs' Complaint. The Answer consists of a blanket denial of the
material allegations of the Company's Complaint.
The depositions of Stuart Bockler, Lawrence Liang and Dr. W. C. Lee were
scheduled to be taken on June 3, June 11 and 12, 2002, respectively by
Plaintiffs. Defendants filed a Motion for Protective Order requesting that
the court postpone the taking of those depositions until after it ruled on
Plaintiffs' Motion to Enforce Settlement. The Court denied the Motion for
Protective Order. However, neither Mr. Bockler, Mr. Liang, nor Dr. Lee,
appeared for the taking of their deposition. Plaintiffs have filed a motion
for sanctions against Mr. Bockler for his failure to appear for the taking of
his deposition. Plaintiffs will file a motion for sanctions against Mr. Liang
and Dr. Lee for their failure to appear for the taking of their deposition.
The parties to the lawsuit are currently involved in settlement negotiations.
Although it is currently anticipated that this lawsuit will be settled, which
is expected to include rescission of the Share Exchange Agreement, there can
be no assurances in this regard. It is anticipated that once the lawsuit is
settled and the Share Exchange Agreement is rescinded, the Company will seek
to acquire a new business opportunity, which may require related debt or
equity financing, although there can be no assurances that the Company will be
successful in this regard.
3. Transactions with Shareholder
During the three months and six months ended June 30, 2002, a shareholder made
advances to or on behalf of the Company aggregating $19,561 and $29,272,
respectively, pursuant to a line of credit with interest at 1% below the prime
rate. During the six months ended June 30, 2001, advances to or on behalf of
the Company by the shareholder aggregated $35,462. Related interest expense
recorded during the three months and six months ended June 30, 2002 was $722
and $1,298, respectively. These advances have been used to fund general and
administrative expenses, consisting primarily of legal and accounting fees.
There can be no assurances that the shareholder will continue to make such
advances to or on behalf of the Company. The Company also incurred fees to
the shareholder for services rendered of $28,500 and $57,000 for the three
months and six months ended June 30, 2002, respectively. The Company incurred
fees to the shareholder for services rendered of $57,000 for the six months
ended June 30, 2001.
4. Stockholders' Deficiency
On January 16, 2001, the Board of Directors of the Company unanimously adopted
and a majority of the shareholders approved a stock option plan that provides
for the issuance of up to 20,000,000 shares of common stock of the Company.
On January 24, 2001, the Board of Directors of the Company unanimously adopted
and a majority of the shareholders approved an amendment to the Articles of
Incorporation to increase the total authorized number of shares of capital
stock from 50,000,000 to 120,000,000, of which 100,000,000 shares are common
stock and 20,000,000 shares are preferred stock.
On February 16, 2001, the Company filed Articles of Amendment to its Articles
of Incorporation with the State of Utah to change the name of the Company from
Shopss.com, Inc. to AccessTel, Inc., and to increase the Company's equity
capitalization to 100,000,000 shares of common stock and 20,000,000 shares of
preferred stock.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995:
This Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2002 contains "forward-looking" statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, including statements that include
the words "believes", "expects", "anticipates", or similar expressions. These
forward-looking statements may include, among others, statements of
expectations, beliefs, future plans and strategies, anticipated events or
trends, and similar expressions concerning matters that are not historical
facts. The forward-looking statements in this Quarterly Report on Form 10-QSB
for the quarterly period ended June 30, 2002 involve known and unknown risks,
uncertainties and other factors that could the cause actual results,
performance or achievements of the Company to differ materially from those
expressed in or implied by the forward-looking statements contained herein.
Overview:
The accompanying interim financial statements have been prepared based on the
information available to current management, but due to the commencement of
litigation and the appointment of a receiver, such information may not be
complete or accurate. Information provided herein is given to the best
knowledge of the receiver, and where it is indicated herein that "management
believes" or similar references to management's knowledge, this information is
provided to best knowledge of the receiver, and not management. A copy of
this document has been provided to members of management, and the receiver has
used his best efforts to have this document reviewed by them and, if
appropriate, amended and updated
The Company is currently insolvent and has no business operations. The
Company's current efforts are focused on maintaining the corporate entity and
pursuing litigation against management. As a result of the matters described
herein, the Company may have to file for protection under the United States
Bankruptcy Code. Accordingly, there can be no assurances that the Company
will be able to continue in existence.
Results of Operations:
Three Months Ended June 30, 2002 and 2001 -
During the three months ended June 30, 2002, the Company incurred general and
administrative expenses of $48,061, which consisted of legal and accounting
expenses of $19,561 and charges by a shareholder for services rendered of
$28,500, and interest expense of $722 related to such advances.
During the three months ended June 30, 2001, the Company incurred general and
administrative expenses of $107,595, which consisted primarily of legal and
accounting expenses and charges by a shareholder for services rendered of
$57,000.
During the three months ended June 30, 2002, the Company incurred a net loss
of $48,783, as compared to a net loss of $107,595 for the three months ended
June 30, 2001.
Six Months Ended June 30, 2002 and 2001 -
During the six months ended June 30, 2002, the Company incurred general and
administrative expenses of $86,272, which consisted of legal and accounting
expenses of $29,272 and charges by a shareholder for services rendered of
$57,000, and interest expense of $1,298 related to such advances.
During the six months ended June 30, 2001, the Company incurred general and
administrative expenses of $183,595, which consisted primarily of legal and
accounting expenses and charges by a shareholder for services rendered of
$57,000.
During the six months ended June 30, 2002, the Company incurred a net loss of
$87,570, as compared to a net loss of $183,595 for the six months ended June
30, 2001.
Liquidity and Capital Resources - June 30, 2002:
Operating Activities -
At June 30, 2002, the Company had no cash resources and a working capital
deficit of $1,343,878, as a result of which the Company was insolvent.
Financing Activities -
During the six months ended June 30, 2002, a shareholder made advances to or
on behalf of the Company aggregating $29,272, pursuant to a line of credit
with interest at 1% below the prime rate. These advances have been used to
fund general and administrative expenses, consisting primarily of legal and
accounting fees. There can be no assurances that the shareholder will
continue to make such advances to or on behalf of the Company. The Company
also incurred fees to the shareholder for services rendered of $57,000 for the
six months ended June 30, 2002.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On May 1, 2001, Reed & Wangsgard, L.C. (formerly Droz, Reed & Wangsgard, L.C.)
filed suit in the Third Judicial District Court of Salt Lake County, State of
Utah (the "Court"), Civil No. 010903821 (the "Action"), to assert claims, on
behalf of its clients, prior management of the Company, against AccessTel,
Inc., a Delaware corporation, and the original shareholders of AccessTel, Inc.
The Complaint demands rescission of the Share Exchange Agreement, and alleges
that the Company was induced to enter into the Share Exchange Agreement
through a series of false representations made by AccessTel, Inc. and its
shareholders. The Complaint also includes alternative causes of actions for
fraud, conversion, injunctive relief, and the issuance of a Writ of Replevin.
On May 3, 2001, pursuant to the motion of Reed & Wangsgard, L.C., the
Honorable Raymond Uno, Judge of the Court, issued an Order appointing Leonard
W. Burningham, Esq., a member of the Utah State Bar, as receiver for the
Company. Pursuant to such Order, the receiver is authorized to prepare and
file reports with the Securities and Exchange Commission.
On May 16, 2001, pursuant to the motion of Reed & Wangsgard, L.C., the
Honorable L.A. Dever, Judge of the Court, issued a Temporary Restraining Order
prohibiting the transfer of any shares of common stock issued by AccessTel,
Inc. and/or Shopss.com, Inc. which were issued in the name of any defendant
(other than the transfer agent) or held for the benefit of any such defendant.
On May 27, 2001, pursuant to the motion of Reed & Wangsgard, L.C., the
Honorable L.A. Dever, Judge of the Court, issued a Preliminary Injunction
enjoining Atlas Stock Transfer Company from registering the transfer of, or
reissuing, any shares of common stock issued by the Company and/or Shopss.com,
Inc. which were issued in the name of any defendant (other than Atlas Stock
Transfer Company) or are held for the benefit of any defendant to the suit.
On January 17, 2002 Reed & Wangsgard, L.C. received written confirmation from
an agent of the Board of Directors of AccessTel, Inc., a Utah corporation,
that said Board of Directors have come to a unanimous decision to settle the
claim for rescission of the Share Exchange Agreement by rescinding the Share
Exchange Agreement. However, the Board of Directors of AccessTel, Inc., a
Utah corporation, failed and/or refused to follow through with their agreement
to rescind the Share Exchange Agreement. As a result, Reed & Wangsgard, L.C.
filed a Motion to Enforce Settlement with respect to the agreement to rescind
the Share Exchange Agreement. Although the Motion to Enforce Settlement has
not been scheduled to be heard, AccessTel, Inc. has not timely filed a
response to that motion.
During February 2002, pursuant to the motion of counsel for AccessTel, Inc., a
Delaware corporation, and the original shareholders of AccessTel, Inc., the
Honorable L.A. Dever, Judge of the Court, issued an order limiting the Court's
jurisdiction over certain of the Defendants. As a result, the court continued
to have jurisdiction over the corporate defendants and through it, plaintiffs
may assert claims arising from the allegedly wrongful conduct of current
management.
On April 1, 2002, AccessTel, Inc. a Delaware corporation filed its Answer to
Plaintiffs' Complaint. The Answer consists of a blanket denial of the
material allegations of the Company's Complaint.
The depositions of Stuart Bockler, Lawrence Liang and Dr. W. C. Lee were
scheduled to be taken on June 3, June 11 and 12, 2002, respectively by
Plaintiffs. Defendants filed a Motion for Protective Order requesting that
the court postpone the taking of those depositions until after it ruled on
Plaintiffs' Motion to Enforce Settlement. The Court denied the Motion for
Protective Order. However, neither Mr. Bockler, Mr. Liang, nor Dr. Lee,
appeared for the taking of their deposition. Plaintiffs have filed a motion
for sanctions against Mr. Bockler for his failure to appear for the taking of
his deposition. Plaintiffs will file a motion for sanctions against Mr. Liang
and Dr. Lee for their failure to appear for the taking of their deposition.
The parties to the lawsuit are currently involved in settlement negotiations.
Although it is currently anticipated that this lawsuit will be settled, which
is expected to include rescission of the Share Exchange Agreement, there can
be no assurances in this regard. It is anticipated that once the lawsuit is
settled and the Share Exchange Agreement is rescinded, the Company will seek
to acquire a new business opportunity, which may require related debt or
equity financing, although there can be no assurances that the Company will be
successful in this regard.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits:
A list of exhibits required to be filed as part of this report is
set forth in the Index to Exhibits, which immediately precedes such
exhibits, and is incorporated herein by reference.
Reports on Form 8-K:
Three Months Ended June 30, 2002 - None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AccessTel, Inc.
---------------
(Registrant)
Date: August 19, 2002 By: /S/Leonard W. Burningham
------------------------
Leonard W. Burningham
Receiver
(Duly Authorized Person)
INDEX TO EXHIBITS
Exhibit
Number Description of Document
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99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002