Decentral Life, Inc 10-K for FY2022

Decentral Life, Inc. (WDLF)

10-K 2023-03-22 For: 2022-12-31

Added on April 09, 2026

About this 10-K

Decentral Life, Inc filed this 10-K on March 22, 2023, covering the fiscal year ended December 31, 2022 (FY2022).

Headline figures

Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $944.41K; up 223.3% from $292.14K a year earlier
Net income: $727.39K; compared with a net loss of $2.12M a year earlier

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Nevada		46-0495298
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☐	Smaller Reporting Company ☒
			Emerging Growth Company ☐

PART I	1
ITEM 1. BUSINESS	1
ITEM 1A. RISK FACTORS	4
ITEM 2. PROPERTIES	14
ITEM 3. LEGAL PROCEEDINGS	14
ITEM 4. MINE SAFETY DISCLOSURES	14
PART II	15
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	15
ITEM 6. SELECTED FINANCIAL DATA	16
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	18
ITEM 9A. CONTROLS AND PROCEDURES	18
ITEM 9B. OTHER INFORMATION	19
PART III	19
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	19
ITEM 11. EXECUTIVE COMPENSATION	24
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	26
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	26
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	27
PART IV	28
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	28

	●	to elect or defeat the election of our directors;

	●	to amend or prevent amendment of our certificate of incorporation or by-laws;

	●	to effect or prevent a merger, sale of assets or other corporate transaction; and

	●	to control the outcome of any other matter submitted to our stockholders for a vote.

	●	May prevent the Board from being independent from management in its judgments and decisions and its ability to pursue the Board responsibilities without undue influence.

	●	May present us from providing a check on management, which can limit management taking unnecessary risks.

	●	Create potential for conflicts between management and diligent independent decision-making process of the Board.

	●	Present the risk that our executive officers on the Board may have influence over their personal compensation and benefits levels that may not be commensurate with our financial performance.

	●	Deprive us of the benefits of various viewpoints and experience when confronting challenges that we face.

	●	The need for continued development of financial and information management systems;
	●	The need to manage strategic relationships and agreements with customers and partners; and
	●	Difficulties in hiring and retaining skilled management, technical, and other personnel necessary to support and manage the business.

	●	need to implement or remediate controls, procedures and policies
	●	diversion of management’s time and focus from operating our business to acquisition integration challenges
	●	retaining employees
	●	need to integrate each company’s accounting, management information, human resource and other administrative systems for effective management.

	●	competitive pricing pressures;

	●	our ability to market our services on a cost-effective and timely basis;

	●	changing conditions in the market;

	●	changes in market valuations of similar companies;

	●	stock market price and volume fluctuations generally;

	●	regulatory developments;

	●	fluctuations in our quarterly or annual operating results;

	●	additions or departures of key personnel; and

	●	future sales of our Common Stock or other securities.

	●	the basis on which the broker or dealer made the suitability determination, and

	●	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Quarter Ended	High Bid		Low Bid
December 31, 2022	$	0.0032	$	0.0017
September 30, 2022	$	0.0033	$	0.0013
June 30, 2022	$	0.0025	$	0.0012
March 31, 2022	$	0.0047	$	0.0017
December 31, 2021	$	0.0048	$	0.0018
September 30, 2021	$	0.0079	$	0.0029
June 30, 2021	$	0.0213	$	0.0056
March 31, 2021	$	0.0355	$	0.0019

Report of Independent Registered Public Accounting Firm	F-2

Condensed Balance Sheets as of December 31, 2022 and December 31, 2021	F-3

Unaudited Condensed Statements of Operations for the Years Ended December 31, 2022, and December 31, 2021	F-4

Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2022 and December 31, 2021	F-5

Unaudited Condensed Statements of Cash Flows for the Years Ended December 31, 2022, and December 31, 2021	F-6

Notes to Unaudited Condensed Financial Statements	F-7

	December 31,			December 31,
	2022			2021
ASSETS
Current Assets:
Cash	$	199,310		$	776
Accounts receivable – related party		628,238			408,000
Security deposits		18,118			-
Total current assets		845,666			408,776
Total Assets	$	845,666		$	408,776

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued liabilities	$	720		$	52,353
Total Current Liabilities		720			52,353
Loans payable – related party		129,673			327,125
SBA loan		121,700			163,111
Total Liabilities		252,093			542,589

Stockholders’ Equity (Deficit):
Common Stock par value $0.001 10,000,000,000 shares authorized, 7,394,792,892 and 7,675,367,567 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively		7,394,793			7,675,368
Additional paid in capital		25,992,306			25,711,731
Accumulated deficit		(32,793,526	)		(33,520,912	)
Total Stockholders’ Equity (Deficit)		593,573			(133,813	)
Total Liabilities and Stockholders’ Equity	$	845,666		$	408,776

	Year ended		Year ended
	December 31,		December 31,
	2022		2021
Revenues
Licensing and software revenue – related party	$	944,413	$	292,139
Total revenue		944,413		292,139
Cost of goods sold		48,217		22,611
Gross margin		896,196		269,528
Operating expenses
Compensation expense		-		52,681
Sales and marketing		12,929		19,711
General and administrative		247,292		581,736
Total operating expenses		260,221		654,128
Loss from operations		635,975		(384,600	)
Oher income (expense)
Loss on the extinguishment of debt		-		(1,551,768	)
PPP Loan Forgiveness		41,411		-
Other income (expense)		50,000		(155,319	)
Total other income (expense)		91,411		(1,707,087	)
Net income (loss) from continuing operations		727,386		(2,091,687	)
Net loss from discontinued operations		-		(27,700	)
Net income (loss)	$	727,386	$	(2,119,387	)

Weighted average number of shares outstanding
Basic		7,394,792,892		7,078,783,892
Diluted		7,394,792,892		7,078,783,892

Net income (loss) per share from continuing operations
Basic	$	0.00	$	(0.00	)
Diluted	$	0.00	$	(0.00	)

Net income (loss) per share from discontinued operations

Basic	$	0.00	$	(0.00	)
Diluted	$	0.00	$	(0.00	)


	Common Stock B				Common Stock A						Additional Paid In			Accumulated
	Shares		Amount		Shares			Amount			Capital			Deficit			Totals
Balance, December 31, 2020		25,000,000	$	-		6,368,332,350		$	6,368,346		$	25,199,811		$	(31,766,214	)	$	(198,056	)

Issuance of voting shares		50,000,000

Conversion of convertible notes to common stock						709,449,234			709,449			1,326,458						2,035,907

Private placement						2,000,000			2,000			98,000						100,000

Warrant exercises						630,604,389			630,604			(630,604	)

MJLink spinoff adjustments												(314,967	)		364,689			49,722

Cancellation of shares issued in prior years						(29,736,667	)		(29,737	)		29,737			-			-

To adjust excess cumulative shares						(5,281,739	)		(3,296	)		3,296

To adjust common stock value									(1,998	)

Net loss from discontinued operations															(27,700	)		(27,700	)

Net loss from continuing operations															(2,091,687	)		(2,091,687	)
Balance, December 31, 2021		75,000,000	$	-		7,675,367,567		$	7,675,368		$	25,711,731		$	(33,520,912	)	$	(133,813	)

	Common Stock B				Common Stock A						Additional Paid		Accumulated
	Shares		Amount		Shares			Amount			In Capital		Deficit			Totals
Balance, December 31, 2021		75,000,000	$	-		7,675,367,567		$	7,675,368		$	25,711,731	$	(33,520,912	)	$	(133,813	)

Return of common shares by shareholder		-				(280,574,675	)		(280,575	)		280,575					-

Net income from continuing operations														727,386			727,386

Balance, December 31, 2022		75,000,000	$	-		7,394,792,892		$	7,394,794		$	25,992,306	$	(32,793,526	)	$	593,573

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3:	Pricing inputs that are generally observable inputs and not corroborated by market data.

	(a)	any director or executive officer of our company;

	(b)	any person who beneficially owns, directly or indirectly, more than 5% of any class of our voting securities;

	(c)	any person that is part of a group, consisting of two or more persons that agreed to act together for the purpose of acquiring, holding, voting or disposing of our common stock, that acquired control of our company when it was a shell company; and

	(d)	any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

Range of Exercise Prices				Number Outstanding 9/30/2022				Weighted Average Remaining Contractual Life				Weighted Average Exercise Price
$	0.05 – 0.17				5,283,250				.42 years			$	0.07

	●	Lenders converted their debt into 709,449,234 common shares at an average of $0.002869701, for a value of $2,035,907.

	●	Canceled 29,736,667 shares issued in prior years at par value, for a total value of $29,737.

	●	Issued 630,604,389 shares upon the exercise of warrants

	●	Issued 2,000,000 shares and raised $100,000 pursuant to a private placement

	(A)	On May 24, 2019, the Company completed a 7-month fixed convertible promissory note and other related documents with an unaffiliated third-party funding group to generate $240,000, which will be distributed in three equal monthly tranches of $80,000, in additional available cash resources with a payback provision of $80,000 plus the original issue discount of $4,000 or $84,000 due seven months from each funding date for each tranche, totaling $252,000. The Company received only two of the three tranches of $80,000, generating $160,000 in additional available cash resources with a payback provision due on December 23, 2019 and February 2, 2020 totaling $184,800 which includes the original issue discount of $8,000 plus interest of $16,800. In connection therewith, the Company issued 50,000 common stock shares for two tranches with another 25,000 common stock shares to be issued with the third tranche, and it reserved 8,000,000 which was subsequently increased to 3 billion restricted common shares for conversion. The conversion price is the lower of $0.08 or sixty five percent (65%) of the 2 lowest traded prices of the Common Stock for the twenty (20) Trading Days immediately preceding the date of the date of conversion. The Company determined that because the conversion price is variable and unknown, it could not determine if it had enough reserve shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the beneficial conversion feature of the note created a fair value discount of $130,633 at the date of issuance when the stock price was at $0.12 per share. This note was paid in full on January 25, 2021.

	(B)	On June 12, 2019, the Company completed a 12-month convertible promissory note and other related documents with an unaffiliated third-party funding group to generate $110,000 in additional available cash resources with a payback provision due on June 11, 2020 of $135,250 which includes the original issue discount of $11,000 plus interest of $14,250. In connection with the note, we have reserved 14,400,000 restricted common shares as reserve for conversion. The conversion price is a 35% discount to the average of the two (2) lowest trading prices during the previous twenty (20) trading days to the date of a Conversion Notice. The Company determined that because the conversion price is variable and unknown, it could not determine if we had enough authorized shares to fulfill the conversion obligation. On December 19, 2019, the Company converted $10,000 of principle into 495,472,078 shares of common stock at approximately $0.035 per share. As such, pursuant to current accounting guidelines, the Company determined that the beneficial conversion feature of the note created a fair value discount of $59,231 at the date of issuance when the stock price was at $0.11 per share. This note was paid in full on February 5, 2021.

	(C)	On June 26, 2019, the Company completed a 9-month senior convertible promissory note and other related documents with an unaffiliated third-party funding group to generate $135,000 in additional available cash resources with a payback provision due on March 25, 2020 of $168,000 which includes the original issue discount of $15,000 plus interest of $18,000. In connection with the note, the Company issued 100,000 common stock shares and has reserved 15,000,000, which was subsequently increased to 1 billion restricted common shares for conversion. The conversion price is the lower of $0.08 or sixty five percent (65%) of the 2 lowest traded prices of the Common Stock for the twenty (20) Trading Days immediately preceding the date of the date of conversion. The Company determined that because the conversion price is variable and unknown, it could not determine if the Company had enough authorized shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the beneficial conversion feature of the note created a fair value discount of $72,692 at the date of issuance when the stock price was at $0.11 per share. This note was paid in full on January 7, 2021.

	(D)	On August 21, 2019, the Company completed a 12-month convertible promissory note and other related documents with an unaffiliated third-party funding group to generate $148,500, which would be distributed in three equal monthly tranches of $49,500. Only one tranche of $49,500 was received, and created available cash resources with a payback provision of $49,500 plus the original issue discount of $5,500 or $55,000 due twelve months from each funding date for each tranche, totaling $165,000. The Company generated $49,500 in additional available cash resources with a payback provision due on August 20, 2020 totaling $60,500 which includes the original issue discount of $5,500 plus interest of $5,500. In connection therewith, the Company issued 50,000 common stock shares for the first tranche with another 50,000 common stock shares to be issued with each additional tranche, which will total 150,000 common shares; the Company reserved 80,000,000 which was subsequently increased to 2 billion restricted common shares for conversion. The conversion price is the 35% discount to the average of the two (2) lowest trading prices during the previous twenty (20) trading days to the date of a Conversion Notice. The Company determined that because the conversion price is variable and unknown, it could not determine if it had enough authorized shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the beneficial conversion feature of the note created a fair value discount of $26,654 at the date of issuance when the stock price was approximately $0.07 per share. This note was paid in full on January 4, 2021.

	Year ended December 31, 2022		Year ended December 31, 2021

Operating loss	$	-	$	(27,700	)
Income(loss) before provision for income taxes	$	-	$	(27,700	)
Provision for income taxes		-		-
Net loss	$	-	$	(27,700	)

	(i)	inadequate segregation of duties and effective risk assessment; and

	(ii)	insufficient staffing resources resulting in financial statement closing process.

	(i)	we intend to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes; and

	(ii)	we intend to implement procedures pursuant to which we can ensure segregation of duties and hire additional resources to ensure appropriate review and oversight.

Name	Position Held with Our Company	Age	Date First Elected or Appointed
Ken Tapp	Chairman, Chief Executive Officer, & Chief Technology Officer		June 6, 2016
Britt Glassburn	Board Member		January 21, 2020
Brian Lazarus	Board Member		January 21, 2020
Gregory Todd Markey	President		January 21, 2020
Lynn Murphy	Board Member		January 21, 2020

	(a)	any petition under the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent or similar officer by a court for the business or property of such person, or any partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing;

	(b)	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

	(c)	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

	(d)	being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i) above, or to be associated with persons engaged in any such activity;

	(e)	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission to have violated a federal or state securities or commodities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been reversed, suspended, or vacated;

	(f)	being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

	(g)	being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	(h)	being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

	(a)	all individuals serving as our principal executive officer during the year ended December 31, 2021;

	(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended December 31, 2021; and

Summary Compensation Table
Name and Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Ken Tapp	2022		0
	2021		0
Todd Markey	2022		0
	2021		28,000								28,000
Mark DeSiena	2021		24,000								24,000

Name of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership ⁽¹⁾			Percentage of Class ⁽²⁾

Ken Tapp 6400 S. Fiddlers Green Cir. Suite 1180 Greenwood Village, Colorado 80111	Common Stock		0	⁽³⁾		0.0	%
Media Star Promotions c/o Brian Lazarus 319 Clubhouse Lane Hunt Valley, MD 21031	Common Stock		5,000,000	⁽⁴⁾		0.07	%
Britt Glassburn 6400 S. Fiddlers Green Cir. Suite 1108 Greenwood Village, Colorado 80111	Common Stock		1,283,333	⁽⁶⁾		0.02	%
Gregory Todd Markey 6400 S. Fiddlers Green Cir. Suite 1180 Greenwood Village, Colorado 80111	Common Stock		1,000,000	⁽⁷⁾		0.01	%
Lynn Murphy 6400 S. Fiddlers Green Cir. Suite 1180 Greenwood Village, Colorado 80111	Common Stock		608,333	⁽⁸⁾		0.01	%
All executive officers and directors as a group (5 persons)	Common Stock		7,891,666			0.11	%

⁽¹⁾	Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

⁽²⁾	Percentage of common stock is based on 7,394,792,892 shares of our common stock issued and outstanding as of December 31, 2022

⁽³⁾	Ken Tapp was appointed as Chief Executive Officer, Chief Technology Officer, and Chairman since our inception. On April 8, 2021, in response to nearly 30 million warrants that management believes were illegally converted into shares on March 10, 2021 by Peak One and LGH Investments, the defendants in the foregoing legal complaints noted in ITEM 3. LEGAL PROCEEDINGS, our CEO, Ken Tapp, and on behalf of shareholders that suffered from the warrant conversion activity, processed a Stock Rescission of his own personal shares and he is personally paying for all legal fees noted in ITEM 3. LEGAL PROCEEDINGS.

⁽⁴⁾	Brian Lazarus has been a Director since January 21, 2020.

⁽⁵⁾	Britt Glassburn has been a Director since January 21, 2020.

⁽⁶⁾	Gregory Todd Markey has been a Director since January 21, 2020.

⁽⁷⁾	Lynn Murphy has been a Director since January 21, 2020.

Fees	2022		2021
Audit Fees	$	65,100	$	27,000
Total Fees	$	65,100	$	27,000

Exhibit No.		Description

31.1		Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

DATE: March 22, 2023
	DECENTRAL LIFE, INC.

	By:	/s/ Ken Tapp
		Ken Tapp
		Chief Executive Officer
		(Principal Executive Officer & Chief Executive Officer)

	By:	/s/ Ken Tapp
		Ken Tapp
		Chief Financial Officer
		(Chief Financial Officer/Chief Accounting Officer)

DATE: March 22, 2023	By:	/s/ Britt Glassburn
		Britt Glassburn, Director

DATE: March 22, 2023	By:	/s/ Brian Lazarus
		Brian Lazarus, Director

DATE: March 22, 2023	By:	/s/ Todd Markey
		Gregory Todd Markey, Director

DATE: March 22, 2023	By:	/s/ Lynn Murphy
		Lynn Murphy, Director

1.	I have reviewed this Annual Report on Form 10-K of Decentral Life, Inc.;

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)) for the registrant and have: