PEGASUS TEL, INC.
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
41-2039686
|
|
State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
116 Court Street, Suite 707
|
||
New Haven, Connecticut
|
06511
|
|
(Address of principal executive offices)
|
(Zip Code)
|
(Former Name or Former Address, if changed since last report)
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Item #
|
Description
|
Page Numbers
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40 | ||||||
40 | ||||||
42 | ||||||
44 | ||||||
45 | ||||||
45 | ||||||
46 | ||||||
46 | ||||||
47 | ||||||
(a)
|
Market Information
.
|
HIGH
|
LOW
|
|||||||
FISCAL YEAR ENDED DECEMBER 31, 2011
|
||||||||
First Quarter
|
$
|
0.25
|
$
|
0.25
|
||||
Second Quarter
|
$
|
2.00
|
$
|
0.01
|
||||
Third Quarter
|
$
|
0.01
|
$
|
0.01
|
||||
Fourth Quarter
|
$
|
0.01
|
$
|
0.01
|
||||
FISCAL YEAR ENDED DECEMBER 31, 2012
|
||||||||
First Quarter
|
$
|
0.0002
|
$
|
0.0001
|
||||
Second Quarter
|
$
|
0.0002
|
$
|
0.0001
|
||||
Third Quarter
|
$
|
0.0001
|
$
|
0.0001
|
||||
Fourth Quarter
|
$
|
0.0001
|
$
|
0.0001
|
||||
FISCAL YEAR ENDING DECEMBER 31, 2013
|
||||||||
First Quarter
|
$
|
0.0001
|
$
|
0.0001
|
(b)
|
Holders
.
|
(c)
|
Dividend Policy
.
|
(d)
|
Securities Authorized for Issuance Under Equity Compensation Plans
.
|
(e)
|
Recent Sales of Unregistered Securities
.
|
(f)
|
Transfer Agent
|
ACTION STOCK TRANSFER COMPANY |
2469 E. Fort Union Blvd., Suite 214 |
Salt Lake City, Utah 84191 |
Phone: (801) 274-1088 |
Fax: (801) 274-1099 |
December 31, 2012
(Audited)
|
||||
Balance Sheet:
|
||||
Cash
|
$
|
1,159
|
||
Total Assets
|
$
|
16,297
|
||
Total Liabilities
|
$
|
296,158
|
||
Total Stockholders’ Equity (Deficit)
|
$
|
(279,861
|
) |
Fiscal Year ended
December 3 1, 2012
(Audited)
|
||||
Statement of Operations
:
|
||||
Revenue
|
$
|
0
|
||
Net Loss
|
$
|
(181,273
|
) | |
Net Loss Per Share of Common Stock
|
0
|
-
|
discuss our future expectations;
|
-
|
contain projections of our future results of operations or of our financial condition; and
|
-
|
state other "forward-looking" information.
|
Contents |
Page
|
|
F - 1
|
||
F - 2 | ||
F - 3 | ||
F - 4 | ||
F - 5 | ||
F – 6
|
|
||||
R
OBINSON,
H
ILL &
C
O.
|
Certified Public Accountants
|
|||
A PROFESSIONAL CORPORATION
|
||||
|
||||
DAVID O. SEAL, CPA
|
||||
W. DALE WESTENSKOW, CPA
|
||||
BARRY D. LOVELESS, CPA
|
||||
STEPHEN M. HALLEY, CPA
|
MEMBER OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS | |
MEMBER OF THE SEC PRACTICE SECTION and THE PRIVATE COMPANIES PRACTICE SECTION | |
1366 East Murray-Holladay Road, Salt Lake City, Utah 84117-5050 | |
Telephone (801) 272-8045 Facsimile (801) 277-9942 |
PEGASUS TEL, INC.
|
||||
(A Development Stage Company)
|
||||
CONSOLIDATED BALANCE SHEETS
|
||||
December 31, | ||||
2012
|
||||
Current Assets:
|
||||
Cash and Cash Equivalents
|
$ | 1,159 | ||
Advances
|
3,337 | |||
Other receivable
|
7,281 | |||
Total Current Assets
|
11,777 | |||
Other Asset:
|
||||
Investment in Kingstar International
|
4,520 | |||
Loan receiveable
|
118,935 | |||
Allowance for doubtful accounts
|
(118,935 | ) | ||
Total Other Assets
|
4,520 | |||
Total Assets
|
$ | 16,297 | ||
Current Liabilities:
|
||||
Accounts payable and accrued expenses
|
$ | 26,427 | ||
Accounts Payable- Related Party
|
15,283 | |||
Accrued Interest
|
49,601 | |||
Related Party Notes Payable
|
36,920 | |||
Notes Payable
|
167,927 | |||
Total Current Liabilities
|
296,158 | |||
Total Liabilities
|
296,158 | |||
Stockholders' Equity:
|
||||
Preferred Stock, Series C Convertible, Par value $0.0001, Authorized
10,000,000 shares Issued 1,000,000 shares at December 31, 2012
|
100 | |||
Preferred Stock, Series C Convertible, Par value $0.0001, Authorized
10,000,000 shares Issued 2,436,453 shares at December 31, 2012
|
244 | |||
Common Stock, Par value $0.0001, Authorized 19,990,000,000 shares Issued 3,510,496,677 shares
|
351,050 | |||
Paid-In Capital
|
22,700 | |||
Stock Subscription Receivable
|
(150,000 | ) | ||
Retained Deficit
|
(322,682 | ) | ||
Deficit Accumulated During Development Stage
|
(181,273 | ) | ||
Total Stockholders' Equity
|
(279,861 | ) | ||
Total Liabilities and Stockholders' Equity
|
$ | 16,297 | ||
The accompanying notes are an integral part of these financial statements.
|
PEGASUS TEL, INC.
|
||||||||||||||||||||||||||||||||||||||||||||
(A Development Stage Company)
|
||||||||||||||||||||||||||||||||||||||||||||
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||||||||||||||||||||||||||
Deficit
|
||||||||||||||||||||||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||||||||||||||||||||||
Since
|
||||||||||||||||||||||||||||||||||||||||||||
February 1,
|
||||||||||||||||||||||||||||||||||||||||||||
2012
|
Total
|
|||||||||||||||||||||||||||||||||||||||||||
Stock
|
Inception of
|
Stockholders'
|
||||||||||||||||||||||||||||||||||||||||||
Preferred C | Preferred C | Preferred D | Preferred D | Common Stock | Paid in | Subscription | Retained | Developmemt | Equity | |||||||||||||||||||||||||||||||||||
Shares | Par Value | Shares | Par Value | Shares | Par Value | Capital | Receivable | Deficit | Stage | Deficiency | ||||||||||||||||||||||||||||||||||
Balance at 02/01/12 - inception
|
- | $ | - | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||||||||||
Common shares issued for cash
|
23,746 | 2 | 23,744 | 23,746 | ||||||||||||||||||||||||||||||||||||||||
reverse merger
|
- | - | 2,436,453 | 244 | - | - | - | - | - | - | 244 | |||||||||||||||||||||||||||||||||
Pegasus shares issued as part
|
0 | |||||||||||||||||||||||||||||||||||||||||||
of reverse merger
|
1,000,000 | 100 | - | - | 3,510,472,931 | 351,048 | (23,744 | ) | (150,000 | ) | (322,682 | ) | - | (145,278 | ) | |||||||||||||||||||||||||||||
Contributed capital
|
- | - | - | - | - | - | 22,700 | - | - | - | 22,700 | |||||||||||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | - | - | (181,273 | ) | (181,273 | ) | |||||||||||||||||||||||||||||||
Balance at 12/31/12
|
1,000,000 | $ | 100 | 2,436,453 | $ | 244 | 3,510,496,677 | $ | 351,050 | $ | 22,700 | $ | (150,000 | ) | $ | (322,682 | ) | $ | (181,273 | ) | $ | (279,861 | ) | |||||||||||||||||||||
Cumulative
|
||||||||
Since
|
||||||||
For the Period
|
February 1,
|
|||||||
From
|
2012
|
|||||||
February 1, 2012
|
Inception of
|
|||||||
to
|
Development
|
|||||||
December 31, 2012
|
Stage
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net Loss for the Period
|
$ | (181,273 | ) | $ | (181,273 | ) | ||
Adjustments to reconcile net loss to net cash
|
||||||||
provided by operating activities:
|
||||||||
Write off of loan receivable
|
118,935 | 118,935 | ||||||
Changes in Operating Assets and Liabilities
|
||||||||
Decrease (Increase) in Accounts Receivable
|
135 | 135 | ||||||
Increase (Decrease) in Accounts Payable
|
(8,637 | ) | (8,637 | ) | ||||
Increase (Decrease) in Other Receivable
|
(10,618 | ) | (10,618 | ) | ||||
Increase in Interest Payable
|
3,439 | 3,439 | ||||||
Net Cash Used in Operating Activities
|
(78,019 | ) | (78,019 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Investment in Kingstar
|
(4,520 | ) | (4,520 | ) | ||||
Cash acquired from Pegasus in reverse merger
|
1,210 | 1,210 | ||||||
Investment in Dailyal
|
(118,935 | ) | (118,935 | ) | ||||
Net cash provided by Investing Activities
|
(122,245 | ) | (122,245 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from sale of stock
|
23,746 | 23,746 | ||||||
Contributed Capital
|
22,700 | 22,700 | ||||||
Proceeds from note payable
|
137,304 | 137,304 | ||||||
Proceeeds from Related Party Notes
|
18,157 | 18,157 | ||||||
Payments on Related Party Notes
|
(483 | ) | (483 | ) | ||||
Net Cash Provided by Financing Activities
|
201,424 | 201,425 | ||||||
Net (Decrease) Increase in Cash
|
1,159 | 1,159 | ||||||
Cash at Beginning of Period
|
- | - | ||||||
Cash at End of Period
|
$ | 1,159 | $ | 1,159 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
Cash paid during the year for:
|
||||||||
Interest
|
$ | 2,101 | $ | 2,101 | ||||
Franchise and Income Taxes
|
$ | - | $ | - | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
|
||||||||
NONE.
|
2012
|
2011
|
|||||||
Net Operating Losses
|
$
|
132,700
|
$
|
114,700
|
||||
Valuation Allowance
|
(132,700
|
)
|
(114,700
|
)
|
||||
$
|
-
|
$
|
-
|
2012
|
2011
|
|||||||
Book Income
|
$
|
(18,000
|
)
|
$
|
(6,551,659
|
)
|
||
Other nondeductible expenses
|
- |
6,525,659
|
||||||
Valuation Allowance
|
18,000
|
26,000
|
||||||
$
|
-
|
$
|
-
|
December 31, 2012
|
||||
Not Notes Payable- Flash Funding, Inc.
|
30,623
|
|||
Not Notes Payable-Cobalt Blue LLC
|
19,861
|
|||
AccAccrued interest
|
49,601
|
|||
$
|
100,085
|
|||
·
|
As of December 31, 2012, there were insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.
|
·
|
As of December 31, 2012, there was a lack of segregation of duties, in that we only had one person performing all accounting-related duties.
|
·
|
As of December 31, 2012, there were no independent directors and no independent audit committee.
|
·
|
As of December 31, 2012, there was a failure in the operating effectiveness over controls related to accounting for convertible debt and embededded derivative liabilities.
|
·
|
honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationship.
|
·
|
Full, fair, accurate, timely and understandable disclosure in SEC reports and in other public communications;
|
·
|
Compliance with applicable governmental laws, rules and regulations;
|
·
|
Prompt internal reporting of violations of the code of ethics to appropriate person or persons identified in the code of ethics; and
|
·
|
Accountability for adherence to the code of ethics.
|
SUMMARY COMPENSATION TABLE | |||||||||||||||||||||||||||
Name & Principal Position
|
Year
|
Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation |
Change in Pension Value
and Non-Qualified Deferred
Compensation Earnings
|
All Other Compensation | Total | ||||||||||||||||||
Jerry Gruenbaum
(1)
|
2012 | $ | $ |
|
$ | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||
Chief Executive Officer and Director
|
|
|
|
|
|
|
|||||||||||||||||||||
Nathan Lapkin
(2)
|
2012 |
|
|
|
|
|
|
|
|||||||||||||||||||
Chief Financial Officer
|
|
|
|
|
|
|
|||||||||||||||||||||
Anthony DiBiase
(3)
|
2011 |
-
|
-
|
17,479,384
|
-
|
-
|
-
|
-
|
17,479,384
|
||||||||||||||||||
Chief Executive Officer and Director
|
|
|
|
|
|
||||||||||||||||||||||
Carl E. Worboys (4) | 2011 | - | - | - | - | - | - | - | - | ||||||||||||||||||
Chief Executive Officer and Director | 2010 | - | - | - | - | - | - | - | - | ||||||||||||||||||
Joseph Passalaqua (5) | 2011 | - | - | - | - | - | - | - | - | ||||||||||||||||||
Chief Financial Officer and Director | 2010 | - | - | - | - | - | - | - | - | ||||||||||||||||||
(1) Chief Executive Officer and Director effective March 12, 2012 |
(2) Chief Financial Officer effective effective March 12, 2012 |
(3) Chief Executive Officer and Director from March 30, 2011 to November 23, 2011. The Company issued 8,000,000 common shares on April 6, 2011 valued at $0.08 per share, 40,000,000 common shares on June 10, 2011 valued at $0.006 per share and 2,400,000,000 common shares on July 14, 2011 valued at $0.0069 per share to Mr. DiBiase during the time he served as the Company's president for services rendered to the Company |
(4) Chief Executive Officer and Director from 2004 to to June 3, 2011 |
(5) Chief Financial Officer and Director from 2010 to June 3, 2011 and became the Chief Executive Officer, Chief Finacial Officer, Secretary and sole director of the Company again from November 23, 2011 to March 12, 2012. |
Beneficial Owner
|
Title of Class |
Amount and Nature of
Beneficial Ownership
As of the Record Date
|
Percentage of Beneficial Ownership
|
||||||||
Jerry Gruenbaum
Chief Executive Officer, President and Director
(Principal Executive Officer)
|
0 | 0 | % | ||||||||
Nathan Lapkin
Chief Financial Officer
(Principal Financial Officer)
|
0 | 0 | % | ||||||||
All Officers and Directors as a group (without naming them) (2 persons)
|
0 | 0 | % |
FISCAL YEAR 2012
|
FISCAL YEAR 2011
|
|||||||
Audit Fees (1)
|
$
|
27,653
|
$
|
22,788
|
||||
Tax Fees (2)
|
$
|
800
|
$
|
817
|
||||
All Other Fees
|
None
|
None
|
EXHIBIT INDEX
|
||||||
Incorporated by
|
||||||
Reference
|
||||||
Filing Date/
|
||||||
Exhibit
|
Period End
|
|||||
Number
|
Exhibit Description
|
Form
|
Date
|
|||
3.1
|
Certificate of Incorporation as filed with the Delaware Secretary of State dated February 19, 2002.
|
10-SB
|
5/7/2007
|
|||
3.2
|
Amended Certificate of Incorporation as filed with the Delaware Secretary of State dated September 21, 2006
|
10-SB
|
5/7/2007
|
|||
3.3
|
Amendment to Certificate of Incorporation as filed with the Delaware Secretary of State dated May 15, 2007
|
10-SB
|
5/7/2007
|
|||
3.4
|
Certificate of the Designations, Powers Preferences and Rights of the Series A Convertible Preferred Stock as filed with the Delaware Secretary of State dated August 5, 2008
|
8-K
|
8/27/2008
|
|||
3.5 | C ertificate of the Designations, Powers Preferences and Rights of the Series B Convertible Preferred Stock and cancellation of the Series A Convertible Preferred Stock as filed with the Delaware Secretary of State dated February 10, 2011 | 10-K | 5/4/2012 | |||
3.6
|
Amended Certificate of the Designations, Powers Preferences and Rights of the Series B Convertible Preferred Stock as filed with the Delaware Secretary of State dated June 13, 2011
|
8-K
|
6/16/2011
|
|||
3.7
|
Certificate of the Designations, Powers Preferences and Rights of the Series C Convertible Preferred Stock as filed with the Delaware Secretary of State dated June 13, 2011
|
8-K
|
6/16/2011
|
|||
3.8
|
Amendment to Certificate of Incorporation as filed with the Delaware Secretary of State dated July 5, 2011
|
10-K | 5/4/2012 | |||
3.9
|
Amendment to Certificate of Incorporation as filed with the Delaware Secretary of State dated September 29, 2011
|
10-K | 5/4/2013 | |||
3.10
|
Amended Certificate of the Designations, Powers Preferences and Rights of the Series C Convertible Preferred Stock as filed with the Delaware Secretary of State dated March 15, 2012
|
8-K
|
3/16/2012
|
|||
3.11
|
Cancellation of the Series B Convertible Preferred Stock as filed with the Delaware Secretary of State dated March 26, 2012
|
8-K/A
|
4/10/2012
|
|||
3.12
|
Certificate of the Designations, Powers Preferences and Rights of the Series D Convertible Preferred Stock as filed with the Delaware Secretary of State dated March 26, 2011
|
8-K
|
3/26/2012
|
|||
3.13 | By-laws | 8-K | 4/5/2012 | |||
10.1
|
Series C Preferred Stock Purchase Agreement dated March 12, 2012
|
8-K
|
3/16/2012
|
|||
10.2
|
Acquisition Agreement of Blue Bull Ventures B.V. from Total-Invest International B.V. dated March 21, 2012
|
8-K
|
3/26/2012
|
|||
14.1
|
Code of Ethics
|
8-K
|
4/5/2012
|
|||
21.1* | Subsidiaries | |||||
PEGASUS TEL, INC.
|
||
Date: April 15, 2013 | ||
By:
|
/s/ JERRY GRUENBAUM
|
|
Jerry Gruenbaum | ||
President, Director, Chief Executive Officer | ||
(Principal Executive Officer) | ||
Date: April 15, 2013 | By: | /s/ NATHAN LAPKIN |
Nathan Lapkin | ||
Chief Financial Officer | ||
(Principal Financial Officer | ||
and Principal Accounting Officer) |
Signature
|
Title
|
Date
|
||
/s/ JERRY GRUENBAUM
|
President, Director, Secretary and Chief Executive Officer
|
Date: April 16, 2013
|
||
Jerry Gruenbaum
|
(Principal Executive Officer) | |||
/s/ NATHAN LAPKIN
|
Chief Financial Officer
|
Date: April 16, 2013
|
||
Nathan Lapkin
|
(Principal Financial Officer | |||
and Principal Accounting Officer) |
Company Name
|
State of Incorporation
|
|
Blue Bull Ventures, B.V.
|
The Netherlands
|
1.
|
I have reviewed this annual report on Form 10K of Pegasus Tel, Inc. for the year ended December 31, 2012;
|
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 13a -15(f) and 15d-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.
|
1.
|
I have reviewed this annual report on Form 10-K of Pegasus Tel, Inc. for the year ended December 31, 2012;
|
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.
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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 13a -15(f) and 15d-15(f)) for the registrant and have:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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