SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
TITAN CORP
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
| 888266103 (CUSIP Number) |
December 31, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the Rule pursuant to which this Schedule is filed:
¨ Rule 13d – 1(b)
x Rule 13d – 1(c)
¨ Rule 13d – 1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)
(Continued on following page(s))
| CUSIP No 888266103 |
13G | Page 2 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Bank of America Corporation 56-0906609 |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
0 6 SHARED VOTING POWER
3,534,925 7 SOLE DISPOSITIVE POWER
0 8 SHARED DISPOSITIVE POWER
4,760,284 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,760,284 |
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| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.62% |
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| 12 | TYPE OF REPORTING PERSON*
HC |
| * | SEE INSTRUCTIONS BEFORE FILLING OUT! |
| CUSIP No 888266103 |
13G | Page 3 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
NB Holdings Corporation 56-1857749 |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
0 6 SHARED VOTING POWER
3,369,745 7 SOLE DISPOSITIVE POWER
0 8 SHARED DISPOSITIVE POWER
3,369,104 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,369,745 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.98% |
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| 12 | TYPE OF REPORTING PERSON*
HC |
| * | SEE INSTRUCTIONS BEFORE FILLING OUT! |
| CUSIP No 888266103 |
13G | Page 4 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Bank of America, NA 86-0645265 |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
3,173,590 6 SHARED VOTING POWER
190,830 7 SOLE DISPOSITIVE POWER
3,173,590 8 SHARED DISPOSITIVE POWER
190,714 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,364,420 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.97% |
|||
| 12 | TYPE OF REPORTING PERSON*
BK |
| * | SEE INSTRUCTIONS BEFORE FILLING OUT! |
| CUSIP No 888266103 |
13G | Page 5 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Banc of America Capital Management, LLC |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
189,714 6 SHARED VOTING POWER
116 7 SOLE DISPOSITIVE POWER
189,714 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
189,714 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.22% |
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| 12 | TYPE OF REPORTING PERSON*
IA |
| * | SEE INSTRUCTIONS BEFORE FILLING OUT! |
| CUSIP No 888266103 |
13G | Page 6 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
NationsBanc Montgomery Holdings Corporation 56-2103478 |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
0 6 SHARED VOTING POWER
4,800 7 SOLE DISPOSITIVE POWER
0 8 SHARED DISPOSITIVE POWER
4,800 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,800 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01% |
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| 12 | TYPE OF REPORTING PERSON*
HC |
| * | SEE INSTRUCTIONS BEFORE FILLING OUT! |
| CUSIP No 888266103 |
13G | Page 7 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Banc of America Securities LLC 56-2058405 |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
4800 6 SHARED VOTING POWER
0 7 SOLE DISPOSITIVE POWER
4800 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,800 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01% |
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| 12 | TYPE OF REPORTING PERSON*
BD |
| * | SEE INSTRUCTIONS BEFORE FILLING OUT! |
| CUSIP No 888266103 |
13G | Page 8 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
NMS Services Inc. 52-2082247 |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
0 6 SHARED VOTING POWER
15,020 7 SOLE DISPOSITIVE POWER
0 8 SHARED DISPOSITIVE POWER
1,015,020** |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,015,020** |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.20% |
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| 12 | TYPE OF REPORTING PERSON*
CO |
| * | SEE INSTRUCTIONS BEFORE FILLING OUT! |
| ** | The filing of this statement shall not be construed as an admission that Bank of America Corporation is for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement |
| CUSIP No 888266103 |
13G | Page 9 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
NMS Services (Cayman) Inc. 98-0186458 |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
0 6 SHARED VOTING POWER
15,020 7 SOLE DISPOSITIVE POWER
0 8 SHARED DISPOSITIVE POWER
15,020 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,020 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.02% |
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| 12 | TYPE OF REPORTING PERSON*
CO |
| * | SEE INSTRUCTIONS BEFORE FILLING OUT! |
| CUSIP No 888266103 |
13G | Page 10 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Fleet National Bank 04-2472499 |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
400 6 SHARED VOTING POWER
149,760 7 SOLE DISPOSITIVE POWER
200 8 SHARED DISPOSITIVE POWER
375,960 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,160 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.44% |
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| 12 | TYPE OF REPORTING PERSON*
BK |
| * | SEE INSTRUCTIONS BEFORE FILLING OUT! |
| CUSIP No 888266103 |
13G | Page 11 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Columbia Management Group, Inc. 01-0547933 |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
0 6 SHARED VOTING POWER
149,760 7 SOLE DISPOSITIVE POWER
0 8 SHARED DISPOSITIVE POWER
375,760 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,760 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.44% |
|||
| 12 | TYPE OF REPORTING PERSON*
CO |
| * | SEE INSTRUCTIONS BEFORE FILLING OUT! |
| CUSIP No 888266103 |
13G | Page 12 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Columbia Management Advisors, Inc. 93-1234220 |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
149,760 6 SHARED VOTING POWER
0 7 SOLE DISPOSITIVE POWER
375,760 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,760 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.44% |
|||
| 12 | TYPE OF REPORTING PERSON*
CO |
| * | SEE INSTRUCTIONS BEFORE FILLING OUT! |
| CUSIP No 888266103 |
13G | Page 13 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Columbia Trust Company 93-1234222 |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
91,200 6 SHARED VOTING POWER
0 7 SOLE DISPOSITIVE POWER
91,200 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,200 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.12% |
|||
| 12 | TYPE OF REPORTING PERSON*
CO |
| * | SEE INSTRUCTIONS BEFORE FILLING OUT! |
| CUSIP No 888266103 |
13G | Page 14 of 20 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Bank of America Trust Company of Delaware, N.A. 51-0392585 |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
1,000 6 SHARED VOTING POWER
0 7 SOLE DISPOSITIVE POWER
1,000 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00% |
|||
| 12 | TYPE OF REPORTING PERSON*
CO |
| * | SEE INSTRUCTIONS BEFORE FILLING OUT! |
| Item 1 |
(a). |
Name of Issuer:
TITAN CORP. |
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| Item 1 |
(b). |
Address of Issuer’s Principal Executive Offices:
3033 SCIENCE PARK ROAD SAN DIEGO, CA 92121 |
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| Item 2 |
(a). |
Name of Person Filing:
Bank of America Corporation NB Holdings Corporation Bank of America N.A. Banc of America Capital Management, LLC NationsBanc Montgomery Holdings Corporation Banc of America Securities LLC NMS Services Inc. NMS Services (Cayman) Inc. Fleet National Bank Columbia Management Group, Inc. Columbia Management Advisors, Inc. Columbia Trust Company Bank of America Trust Company of Delaware, NA |
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| Item 2 |
(b). |
Address of Principal Business Office or, if None, Residence:
Each Reporting Person has its or his principal business office at 100 North Tryon Street, Floor 25, Bank of America Corporate Center, Charlotte, NC 28255. |
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| Item 2 |
(c). |
Citizenship: | ||||||||||
| Bank of America Corporation NB Holdings Corporation Bank of America N.A. Banc of Amercia Capital Management, LLC NationsBanc Montgomery Holdings Corporation Banc of America Securities LLC NMS Services Inc. NMS Services (Cayman) Inc. Fleet National Bank Columbia Management Group, Inc. Columbia Management Advisors, Inc. Columbia Trust Company Bank of America Trust Company of Delaware, NA |
Delaware Delaware United States North Carolina Delaware Delaware Delaware Cayman Islands United States Delaware Oregon Oregon United States |
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| Item 2 |
(d). |
Title of Class of Securities:
Common Stock |
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| Item 2 |
(e). |
CUSIP Number:
888266103 |
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| Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | |||||||||||
| (a) | ¨ | Broker or dealer registered under Section 15 of the Exchange Act. | ||||||||||
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Exchange Act. | ||||||||||
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | ||||||||||
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act. | ||||||||||
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). | ||||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). | ||||||||||
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | ||||||||||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | ||||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. | ||||||||||
| (j) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||||||||||
| If this statement is filed pursuant to Rule 13d-1(c), check this box. x | ||||||||||||
| Item 4. |
Ownership:
With respect to the beneficial ownership of the reporting person, see Items 5 through 11 of the cover pages to this Schedule 13G, which are incorporated herein by reference. |
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| Item 5. |
Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. |
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| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
Not applicable. |
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| Item 7. |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company:
With respect to Subsidiary Identification and Classification, see Items 5 through 11 of the cover pages to this Schedule 13G, which are incorporated herein by reference. | |||||||||
| Item 8. |
Identification and Classification of Members of the Group:
Not applicable. |
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| Item 9. |
Notice of Dissolution of Group:
Not applicable. |
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| Item 10. |
Certification:
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2005
| Bank of America Corporation NB Holdings Corporation Bank of America NA Fleet National Bank Bank of America Trust Company | ||
| By: | /s/ Charles F Bowman | |
| Charles F. Bowman | ||
| Senior Vice President | ||
| Banc of America Capital Management, LLC Columbia Management Group, Inc. Columbia Management Advisors, Inc. | ||
| By: | /s/ Keith Banks | |
| Keith Banks | ||
| President | ||
| NationsBanc Montgomery Holdings Corporation | ||
| By: | /s/ Robert Qutub | |
| Robert Qutub | ||
| President | ||
| Banc of America Securities LLC | ||
| By: | /s/ Robert J. Mulligan, Jr. | |
| Robert J. Mulligan, Jr. | ||
| Senior Vice President | ||
| NMS Services Inc. NMS Services (Cayman) Inc. | ||
| By: | /s/ Michelle Bacal | |
| Michelle Bacal | ||
| Vice President | ||
| Columbia Trust Company | ||
| By: | /s/ Russell Lipe | |
| Russell Lipe | ||
| President | ||