UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended Septemberended: June 30, 20162017

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto

Commission file number                  File Number:

000-55564

KT HIGH-TECH MARKETING, INC.

(Exact name of registrant as specified in its charter)

GRANT HILL ACQUISITION CORPORATION

Registrant’s telephone number, including area code:408-663-5247

(Former name, of registrant as specified in its charter)

14440 Big Basin Way #12

Saratoga, California 95070

(Address of Principal Executive Offices)

408-663-5247

(Registrant’s Telephone Number)former address and former fiscal year, if changed since last report)N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yesx No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes¨ Nox

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitionsdefinition of "large“large accelerated filer," "accelerated filer"filer”, “accelerated filer”, “smaller reporting company” and "smaller reporting company"“emerging growth company” in Rule 12b-212b- 2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YesYes  ¨ Nox    No¨

Indicate the numberAs of August 15, 2017, there were 77,440,000 shares outstanding of each of the issuer's classes of stock, as of the latest practicable date.Common Stock, $0.0001 par value, issued and outstanding.

KT HIGH-TECH MARKETING, INC. & SUBSIDIARY

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017

TABLE OF CONTENTS

FINANCIAL STATEMENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

KT HIGH-TECH MARKETING, INC. & SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these condensed consolidated financial statements.

KT HIGH-TECH MARKETING, INC. & SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

KT HIGH-TECH MARKETING, INC. & SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSCHANGES IN STOCKHOLDERS’ (DEFICIENCY) EQUITY

(UNAUDITED)FOR THE SIX MONTHS ENDED JUNE 30, 2017

(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

KT HIGH-TECH MARKETING, INC. & SUBSIDIARY

Notes to Unaudited Financial StatementsCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

NOTE 1              NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying notes are an integral part of these condensed consolidated financial statements.

KT HIGH-TECH MARKETING, INC. & SUBSIDIARY

NATURE OF OPERATIONSNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Organization and Operations

KT High-Tech Marketing, Inc. (the "Company"("KT High-Tech") was incorporatedonincorporated on December 11, 2015 under2015. Prior to the lawsreverse recapitalization discussed below, KT High-Tech was an early-stage company planning to market and distribute technology products and components targeting the energy and consumer electronics industries. KT High-Tech intended to market and sell the products to both the end user and supply chain markets and to seek partnerships in developing and distributing such products. After the reverse recapitalization discussed below, KTHT integrated its existing business operations with those of its subsidiary, KULR Technology Corporation.

KULR, a wholly-owned subsidiary of KT High-Tech (collectively the “Company”), was formed in 2013 and is based in Santa Clara, California. KULR is primarily focused on commercializing its thermal management technologies in the high value, high-performance consumer electronic and energy storage applications. KULR owns proprietary carbon fiber based (Carbon Fiber Velvet or “CFV”) thermal management solutions that it believes are more effective at storing, conducting, and dissipating waste heat generated by an electronic system’s internal components (i.e. semiconductor, integrated circuits “chips”) in comparison to traditional materials, such as copper and aluminum. KULR’s technologies can be applied inside a wide array of electronic applications, such as mobile devices, cloud computing, virtual reality platforms, satellites, internet of things, drones, and connected cars. In addition to thermal management of electronic systems, KULR has developed a highly effective, passive energy storage solution for lithium ion batteries that has been tested and endorsed by the National Aeronautics and Space Administration (“NASA”).

Reverse Recapitalization

On June 8, 2017, KT High-Tech entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with KULR and 100% of the stateshareholders of DelawareKULR (the “KULR Shareholders”). On June 19, 2017 (the “Closing Date”), the Company closed the transaction contemplated by the Share Exchange Agreement. Pursuant to engage in any lawful corporate undertaking, including, but not limitedthe Share Exchange Agreement, the KULR Stockholders agreed to selected mergers and acquisitions. The Company has been in the developmental stage since inception and its operations to date have been limited to issuingtransfer an aggregate of 25,000,000 shares to its original shareholders, filling a registration statement on Form 10 to register its class of KULR’s common stock to the Company in exchange for the Company’s issuance of an aggregate of 50,000,000 shares of the Company’s common stock to the KULR Stockholders (the “Share Exchange”). KULR became a wholly-owned subsidiary of KT High-Tech and effectingthe KULR Stockholders now beneficially own approximately 64.57% of KT High-Tech’s common stock on a change in control.fully-diluted basis. Upon the closing of the Share Exchange Agreement, a representative of the KULR Stockholders was appointed to be the Company’s second Board Director.

Basis of Presentation

The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

BASIS OF PRESENTATION

The summary of significant accounting policies presented below is designed to assist in understanding the Company's unaudited condensed financial statements. Such unaudited condensed financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying unaudited condensed financial statements.

Certain information and footnote disclosures normally present in annualconsolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("(“U.S. GAAP"GAAP”) were omitted pursuantfor interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such rulesstatements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of June 30, 2017 and regulations.for the three and six months then ended. The results of operations for the ninethree and six and six months ended SeptemberJune 30, 2016,2017 are not necessarily indicative of the operating results to be expected for the full year ending December 31, 2016.2017 or any other period. These condensed consolidated financial statements should be read in conjunction with KULR’s and KT High-Tech’s audited financial statements and related disclosures as of December 31, 2016 and for the year then ended, which are included in the Form 8-K/A and Form 10-K filed with the Securities and Exchange Commission (“SEC”) on June 19, 2017 and March 30, 2017, respectively.

The preparationclosing of unauditedthe Share Exchange Agreement was accounted for as a reverse recapitalization under the provisions of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 805-40. The condensed consolidated statements of operations herein reflect the historical results of KULR prior to the completion of the reverse recapitalization since it was determined to be the accounting acquirer, and do not include the historical results of operations for KT High-Tech prior to the completion of the reverse recapitalization. The balance sheet as of December 31, 2016 presented herein reflects the assets and liabilities of KULR. KT High-Tech’s assets and liabilities are consolidated with the assets and liabilities of KULR as of the Closing Date. The number of shares issued and outstanding and additional paid-in capital of KT High-Tech have been retroactively adjusted to reflect the equivalent number of shares issued by KT High-Tech in the Share Exchange, while KULR’s accumulated deficit is being carried forward as the Company’s accumulated deficit. All costs attributable to the reverse recapitalization were expensed.

Use of Estimates

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, and liabilities, and disclosure of contingent assets and liabilities at the date of the condensed financial statements, and the reported amounts of revenues and expenses, duringtogether with amounts disclosed in the reporting periods. Actualrelated notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, stock-based compensation, the collectability of receivables, inventory valuations, the recoverability and useful lives of long-lived assets and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results couldto differ from those estimates.

CASHConcentrations of Credit Risk

Cash andThe Company maintains cash equivalents include cash on hand and on depositin bank accounts, which, at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less.times, may exceed federally insured limits. The Company has $380 cash equivalentsnot experienced any losses in such accounts, periodically evaluates the creditworthiness of the financial institutions and has determined the credit exposure to be negligible.

During the three and six months ended June 30, 2016, 100% of the Company’s revenues were generated from the Customer A. During the three and six months ended June 30, 2017, 100% of the Company’s revenues were generated from Customer B. As of June 30, 2017, a receivable from Customer B comprised 100% of the Company’s total account receivable. As of December 31, 2016, a receivable from Customer A comprised 100% of the Company’s total account receivable.

Inventory

Inventory is comprised of CFV thermal management solutions which are available for sale. Inventories are stated at the lower of cost and net realizable value. Cost is determined by the first-in, first-out method. Inventory that is sold to third parties is included within cost of sales and inventory that is given as samples is included within operating expenses. The Company periodically reviews for slow-moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value. As of June 30, 2017 and December 31, 2016, the Company’s inventory was comprised solely of finished goods.

Convertible Instruments

The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with ASC Topic 815. The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options and any related freestanding instruments at their fair values as of September 30, 2016.the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. Embedded conversion options and any related freestanding instruments are recorded as a discount to the host instrument.

Fair Value of Financial Instruments

CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excessmeasures the fair value of the Federal Deposit Insurance Corporation limit as of September 30, 2016.

KT HIGH-TECH MARKETING, INC.

Notes to Unaudited Financial Statements

INCOME TAXES

Under ASC 740, "Income Taxes," deferred taxfinancial assets and liabilities are recognizedbased on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the future tax consequences attributableasset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to temporary differences betweenmaximize the financial statementuse of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

The carrying amounts of existing assetsthe Company’s financial instruments, such as cash, accounts receivable and accrued expenses and other current liabilities and their respective tax bases. Deferred tax assets and liabilitiesapproximate fair values due to the short-term nature of these instruments. The carrying amounts of the Company’s short–term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates, are measured using enacted taxcomparable to rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are establishedof returns for instruments of similar credit risk.

Revenue Recognition

The Company recognizes revenue when it is more likely than not that somerealized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the deferred tax assets will not be realized. Asfollowing criteria are met: (i) persuasive evidence of September 30, 2016 there were no deferred taxes duean arrangement exists, (ii) the services have been rendered to the uncertaintycustomer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Sales are recognized upon shipment to the customer, free on board shipping point, or the point of customer acceptance.

During the three months ended June 30, 2017 and 2016, the Company recognized $10,900 and $3,600 of revenue related to the sale of PCM heat sinks and CFV thermal interfaces, respectively. During the six months ended June 30, 2017 and 2016, the Company recognized $10,900 and $6,900 of revenue related to the sale of PCM heat sinks and CFV thermal interfaces, respectively.

Research and Development

Research and development expenses are charged to operations as incurred. During the three months ended June 30, 2017 and 2016, the Company incurred $306,390 and $86,762, respectively, of research and development expenses. During the six months ended June 30, 2017 and 2016, the Company incurred $450,685 and $196,141, respectively, of research and development expenses.

Stock-Based Compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the realizationaward. For employees, the fair value of net operating lossthe award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The fair value of the Company’s restricted equity instruments was estimated by management based on observations of the cash sales prices of both restricted shares and freely tradable shares. Awards granted to directors are treated on the same basis as awards granted to employees. Upon the exercise of an option or carry forward prior to expiration.warrant, the Company issues new shares of common stock out of its authorized shares.

Net Loss Per Common Share

LOSS PER COMMON SHARE

Basic net loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. During the three months ended June 30, 2017 and 2016, 783,196 and 4,866,529 weighted average shares of unvested common stock, respectively, were excluded from weighted average common stock outstanding. During the six months ended June 30, 2017 and 2016, 876,496 and 6,620,726 weighted average shares of unvested common stock, respectively, were excluded from weighted average common stock outstanding. Diluted net loss per common share reflectis computed by dividing net loss by the potential dilution that could occur if securities or other contracts to issueweighted average number of vested common stock were exercised or converted into common stock or resulted inshares, plus the issuancenet impact of common shares (computed using the treasury stock that then shared inmethod), if dilutive, resulting from the lossconversion of the entity. As of September 30, 2016, there are no outstanding dilutive securities.preferred stock.

FAIR VALUE OF FINANCIAL INSTRUMENTSIncome Taxes

The Company follows guidance for accounting for fair value measurements of financialrecognizes deferred tax assets and financial liabilities and for fair value measurementsthe expected future tax consequences of nonfinancial items that are recognizedhave been included or disclosed at fair value in the unaudited condensed financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the unaudited condensed financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

RECENT ACCOUNTING PRONOUNCEMENT

On November 20, 2015, FASB issued ASU-2015-17-Income Taxes. The Board is issuing this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Company is still in the process of evaluating future impact of adopting this standard.

KT HIGH-TECH MARKETING, INC.

Notes to Unaudited Financial Statements

On September 12, 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2015-10-Technical Corrections and Improvements. The amendments in this Update cover a wide range of Topics in the Codification. The amendments in this Update represent changes to make minor corrections or minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2014-240-Technical Corrections and Improvements, which has been deleted. Transition guidance varies based on the amendments in this Update. The amendments in this Update that require transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this Update. Management is in the process of assessing the impact of this ASU on the Company's financial statements.

On April 30, 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2015-06 Earnings Per Share (Topic 260): Effects on Historical Earnings per Units of Master Limited Partnership Dropdown Transactions. Under Topic 260, Earnings Per Share, master limited partnerships (MLPs) apply the two-class method to calculate earnings per unit (EPU) because the general partner, limited partners, and incentive distribution rights holders each participate differently in the distribution of available cash. When a general partner transfers (or "drops down") net assets to a master limited partnership and that transaction is accounted for as a transaction between entities under common control, the statements of operations of the master limited partnership are adjusted retrospectively to reflect the dropdown transaction as if it occurred on the earliest date during which the entities were under common control. The amendments in this Update specify that for purposes of calculating historical EPU under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner interest, and previously reported EPU of the limited partners would not change as a result of a dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs also are required. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-14A Earnings Per Share Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (Topic 260), which has been deleted. Effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. The amendments in this Update should be applied retrospectively for all financial statements presented. Management is in the process of assessing the impact of this ASU on the Company's financial statements.

In January 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2015-01 Income Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. The objective of this Update is to simplify the income statement presentation requirements in Subtopic 225-20 by eliminating the concept of extraordinary items. Extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence. Eliminating the extraordinary classification simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2014-220 Income Statement Extraordinary Items (Subtopic 225-20), which has been deleted. Effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presentedexcluded in the financial statements. Early adoption is permitted provided thatstatements or tax returns. Deferred tax assets and liabilities are determined on the guidance is applied from the beginningbasis of the fiscal yeardifference between the tax basis of adoption. The effective date isassets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the same for both public business entities and all other entities. Management isyears in which the process of assessing the impact of this ASU on the Company's financial statements.

KT HIGH-TECH MARKETING, INC.

Notestemporary differences are expected to Unaudited Financial Statements

NOTE 2             GOING CONCERNreverse.

The Company has not yet generated any revenue since inceptionutilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to date and has sustained operating loss of $6,919 from inception (December 11, 2015) to September 30, 2016. The Company had working capital deficit of $3,120. The Company's continuation asbe taken in a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company's ability to do so. The unaudited condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

NOTE 3            ACCRUED LIABILITIES

As of September 30, 2016, the Company had an accrued professional fee of $3,500.

NOTE 4             STOCKHOLDERS' DEFICIT

On December 11, 2015, the Company issued 20,000,000 founders common stock to two directors and officers. The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of September 30, 2016, 23,800,000 shares of common stock and no preferred stock were issued and outstanding.

On April 17, 2016, the Company effected the following transactions to effect a change of control:

The Company redeemed 19,400,000 of the 20,000,000 outstanding shares of common stock pro rata from the two shareholders thereof.

The then current officers and directors of the Company resigned and new officers and directors were elected.

On April 18, 2016, the Company issued 20,000,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par representing 97% of the total outstanding 20,600,000 shares of common stock to Michael Mo, the newly elected sole officer and director.

From April 19, 2016, and continuing thereafter, the Company issued a total of 3,800,000 shares of its common stock at par value pursuant to executed subscription agreements under a Regulation D offering, of which 85,000 shares were issued to related parties. A total of $380.00 was received by the Company as aggregate consideration paid for these 3,800,000 shares issued at par value.

NOTE 5             SUBSEQUENT EVENTtax return.

Management has evaluated subsequent events through November 15,and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of June 30, 2017 and December 31, 2016. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date.

The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the condensed statements of operations.

Liquidity and Management’s Plans

As of June 30, 2017, the Company had a cash balance, working capital and an accumulated deficit of $2,213,059, $1,714,947 and $2,852,408, respectively. During the three and six months ended June 30, 2017, the Company incurred a net loss of $690,774 and $918,598 respectively.

As a result of the closing of the Share Exchange, the Company believes it has sufficient cash to sustain its operations for at least a year from the date of this filing.

On June 13, 2017, the Company collected the $85,000 note receivable from KULR’s Chief Executive Officer (“CEO”) in full as well as outstanding accrued interest in the amount of $3,488.

As of June 30, 2017 and December 31, 2016, prepaid expenses consisted of the following:

As of June 30, 2017 and December 31, 2016, accrued expenses and other current liabilities consisted of the following:

As of June 30, 2017 and December 31, 2016, accrued expenses and other current liabilities – related parties consisted of the following:

Accrued research and development expenses – related parties consists of (a) a liability of $110,000 and $77,500 as of June 30, 2017 and December 31, 2016, respectively, to the Company’s Chief Technology Officer (“CTO”) in connection with consulting services provided to the Company; and (b) a liability of $366,420 and $274,040 as of June 30, 2017 and December 31, 2016, respectively, to Energy Science Laboratories, Inc. (“ESLI”), a company controlled by the Company’s CTO, in connection with consulting services provided to the Company associated with the development of the Company’s CFV thermal management solutions.

Due to related party consisted of certain amounts owed by KULR to KT High-Tech, which were eliminated in consolidation as a result of the reverse recapitalization.

Reverse Recapitalization

See Note 1 - Business Organization, Nature of Operations and Basis of Presentation - Reverse Recapitalization for details of the Share Exchange.

Common Stock

During the three months ended June 30, 2017, the Company received aggregate consideration of $32,000 related to certain restricted common stock awards that were issued in 2013 and 2014.

During the three months ended June 30, 2017 and 2016, the dateCompany recognized stock-based compensation expense of $212,147 and $7,475, respectively, and during the six months ended June 30, 2017 and 2016, the Company recognized stock-based compensation expense of $224,158 and $14,949 respectively, related to restricted common stock awards which is included within general and administrative expenses on the financialcondensed statements were availableof operations. As of June 30, 2017, there was $651,869 of unrecognized stock-based compensation expense, of which, $466,201 was subject to re-measurement, that will be issued. All subsequent events requiring recognition asrecognized over the weighted average remaining vesting period of September 30, 2016 have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”0.9 years.

ITEMItem 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSManagement’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the results of operations and financial condition of KT High-Tech Marketing, Inc. ("KT High-Tech" and, including its subsidiary, KULR Technology Corporation (“KULR”), the “Company”) as of June 30, 2017 and for the three and six months ended June 30, 2017 and 2016 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis should be read in conjunction with KULR’s and KT High-Tech’s audited financial statements and related disclosures as of December 31, 2016 and for the year then ended, which are included in the Form 8-K and Form 10-K filed with the Securities and Exchange Commission (“SEC”) on June 19, 2017 and March 30, 2017, respectively. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the Company.

Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Overview

KT high-TechHigh-Tech Marketing, Inc. (the "Company") was incorporated ooon December 11, 2015 under the laws of the State of Delaware, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Thewas formerly known as Grant Hill Acquisition Corporation. In April 2016, the Company isimplemented a blank check company and qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act which became law in April, 2012.

Since inception the Company's operations to datechange of the period coveredcontrol by this report have been limited to issuing shares to new shareholders, redeeming shares of common stock toexisting shareholders, electing new officers and directors and accepting the resignations of its original shareholders, filing a registration statement on Form 10then existing officers and directors. In connection with the Securities and Exchange Commission pursuant tochange of control, the Securities Exchange Act of 1934 as amended to register its class of common stock and effecting a change in controlshareholders of the Company onand its board of directors unanimously approved the change of the Company’s name from Grant Hill Acquisition Corporation to KT High-Tech Marketing, Inc. in April 17, 2016.

On June 19, 2017, the Company closed a share exchange agreement (the “Share Exchange Agreement”) with KULR Technology Corporation, a Delaware Corporation (“KULR”), and 100% of the shareholders of KULR (the “KULR Shareholders”). Upon the closing of the Share Exchange Agreement, KULR became a wholly owned subsidiary of the Company. The acquisition of KULR is treated as a reverse acquisition, and the business of KULR was integrated into the Company has limited operation procuring and distributing IT productions in US and overseas. The Company has raised $380 from 40 shareholders at par value during(the transaction, the quarter. The Company has been preparing its S-1 registration statement during quarter to be filed with SEC to conduct a direct share offering to investors.“Reverse Acquisition”).

TheKULR was formed in 2013 and is based in Santa Clara, California. Since its inception, KULR primarily focused on developing and commercializing its thermal management technologies, which it acquired through assignment from and license with KULR’s co-founder Dr. Timothy Knowles, in the high value, high-performance consumer electronic and energy storage applications. Prior to 2013, the Company’s technologies were used in numerous advanced space and industrial applications for NASA, Boeing, and Raytheon. A few notable achievements were the use of KULR’s technologies in: the Mars Lander/Rover (battery heat sink), X-31 Battery Heat Sink, Mercury Messenger (battery heat sink), and X-51 Scramjet (heat exchanger).

Prior to the Reverse Acquisition, the Company planswas an early-stage company planning to market and distribute technology products.products and components targeting the energy and consumer electronics industries. The Company intendsintended to market and sell thesethe products to both the end usersuser and customerssupply chain markets and to seek partnerships in developing and distributing such products.

After the Reverse Acquisition, the Company integrated its existing business operations with those of its subsidiary, KULR. KULR owns proprietary carbon fiber based on agreements(Carbon Fiber Velvet or “CFV”) thermal management solutions that it plansbelieves are more effective at conducting, dissipating and storing heat generated by an electronic system’s internal components (i.e. semiconductor, integrated circuits “chips”) in comparison to enter intotraditional materials, such as copper and aluminum. KULR’s technologies can be applied inside a wide array of electronic applications, such as mobile devices, cloud computing, virtual reality platforms, satellites, internet of things, drones, and connected cars.

Thermal Management Solutions

Three key vectors have driven advancements in semiconductors and electronics systems – performance, power, and size. These vectors, however, often counteract one another. As chip performance increases, power consumption increases and more heat is generated as a byproduct. When chip size reduces, there is an increased potential for a hot spot on the chip, which can degrade system performance. Electronic system components must operate within a specific temperature range on both the high and low end to operate properly. KULR resolves many of the tradeoffs associated with other companies that allowthermal management materials. KULR’s products improve heat storage and dissipation, rigidity problems and durability. Its products are lightweight and reduce manufacturing complexity associated with traditional thermal management materials.

In addition to thermal management of electronic systems, KULR has developed, in partnership with NASA JSC, a highly effective, lightweight and passive thermal protection technology. Thermal Runaway Shield (TRS) for lithium ion batteries. KULR’s lithium ion battery (Li-B) TRS product prevents a potentially dangerous combustible condition known as thermal runaway from occurring in neighboring Li-B cells by acting as a shield or barrier in between individual Li-B cells in a battery pack. Although rare, incidents of thermal runaway occurring spontaneously in Li-B cargo shipments and inside electronics, including smartphones, hover boards and electric vehicles, are a cause of public concern.

Recent Developments

On June 6, 2017, the Company filed a Certificate of Designation of Series A Voting Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designation”). Pursuant to distribute products.the Certificate of Designation, the Company designated 1,000,000 shares of preferred “A” stock, $0.0001 par value per share (individually or collectively the “Preferred A Stock”). The Preferred A Stock are not convertible into any series or class of stock of the Company. In addition, holders of the Preferred A Stock are not entitled to receive dividends, nor do they have rights to distribution from the assets of the Company in the event of any liquidation, dissolution, or winding up of the Company. Each record holder of Preferred A Stock have the right to vote on any matter with holders of the Company’s common stock and other securities entitled to vote, if any, voting together as one (1) class. Each record holder of Preferred A Stock has that number of votes equal to one-hundred (100) votes per share of Preferred A Stock held by such holder. The record holders of the Preferred A Stock are entitled to the same notice of any regular or special meeting of the shareholders as may or shall be given to holders of common stock entitled to vote at such meetings.

As discussed above, effective on June 19, 2017, pursuant to the Share Exchange Agreement, KULR became a wholly-owned subsidiary of the Company. Accordingly, the Company, through its subsidiary, KULR, will primarily focus its operations on KULR’s thermal management business.

Upon closing of the Share Exchange Agreement on June 19, 2017, the following persons constituted the executive officers and directors of the Company:

* newly appointed as of June 19, 2017

Results of Operations

The Company has identified three growth markets (IoT, Mobileclosing of the Share Exchange Agreement was accounted for as a reverse recapitalization under the provisions of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 805-40. The condensed consolidated statements of operations herein reflect the historical results of KULR prior to the completion of the reverse recapitalization since it was determined to be the accounting acquirer, and Energy Storage) in consumer electronicsdo not include the historical results of operations for KT High-Tech prior to the completion of the reverse recapitalization.

Revenues

Revenues consisted of sales of our CFV thermal management solution and energy markets to target initially. The Company plans to work closely with supply partners to provide the latest technology and products in these three markets to serve its customers.PCM heat sinks.

The Company plansFor the three months ended June 30, 2017 and 2016, we generated $10,900 and $3,600 of revenues, respectively, an increase of $7,300, or 203%.

For the six months ended June 30, 2017 and 2016, we generated $10,900 and $6,900 of revenues, an increase of $4,000, or 58%.

Cost of Revenues

Cost of revenues consists of research and development expenses directly related to focus on products that have very compact designs and come with highly efficientsales as well as the cost of our CFV thermal management designs. Bettersolution and PCM heat sinks.

For the three months ended June 30, 2017 and 2016, cost of revenues were $56,195 and $5,166, respectively, an increase of $51,029, or 988%. The increase was due to research and development expenses that were attributable to a sales agreement.

For the six months ended June 30, 2017 and 2016, cost of revenues were $56,195 and $7,749, respectively, an increase of $48,446, or 625%. The increase was due to research and development expenses that were attributable to a sales agreement.

Research and Development

Research and development includes expenses incurred in connection with the research and development of our CFV thermal management designs make the product more reliablesolution. Research and safer to operate. A compact design is more attractive for the end user.development expenses are expensed as they are incurred.

DevicesFor the three months ended June 30, 2017, research and development expenses increased to $36,448 from $2,083 in the comparable 2016 period, an increase of $34,365, or 1,650%. The increase is primarily attributable to a research consulting agreement which commenced in June 2016 as well as new R&D consulting agreements and service contracts which commenced in the Company intendssecond quarter of 2017.

For the six months ended June 30, 2017, research and development expenses increased to distribute are$49,628 from $2,083 in the following: HD Security Cameras, Virtual Reality (VR)comparable 2016 period, an increase of $47,545, or 2,283%. The increase is primarily attributable to a research consulting agreement which commenced in June 2016 as well as new R&D consulting agreements and Augment Reality (AR) glasses, drones accessory devices, connected car accessories and smart home devices.service contracts which commenced in the second quarter of 2017.

MarketingWe expect that our research and sales of Internet of Things (IoT), Mobile and Energy Storage Devicesdevelopment expenses will occurto continue increase in the United States and the Greater China Region.

Mobile devices include: Smartphone modules for consumer and industrial applications, tablet computers for business application and 3/4G modules for machine-to-machine (M2M) applications. Energy storage devices include: Lithium-Ion Battery (LiB) pack for electrical bike, LiB pack for industrial machine application and medical equipment applications.future.

Research and Development – Related Parties

Research and development – related parties includes expenses associated with the development of our CFV thermal management solutions provided by Energy Science Laboratories, Inc. (“ESLI”), a research and development company owned by our Chief Technology Officer (“CTO”)”, as well as services provided from our CTO. Research and development – related parties expenses are expensed as they are incurred.

For the three months ended June 30, 2017, research and development – related parties increased by $185,263, or 219%, to $269,942 from $84,679 in the comparable 2016 period. The Company believesincrease is due to an increase in the amount of work provided by ESLI during the 2017 period.

For the six months ended June 30, 2017, research and development – related parties increased by $206,999, or 107%, to $401,057 from $194,058 in the comparable 2016 period. The increase is due to an increase in the amount of work provided by ESLI during the 2017 period.

We expect that today's consumers value choice, not justour research and development expenses will continue to increase in termsthe future.

General and Administrative

General and administrative expenses consist primarily of salaries, payroll taxes and other benefits, legal and professional fees, stock-based compensation, marketing, travel, rent and office expenses.

For the three months ended June 30, 2017, general and administrative expenses increased by $216,548, or 187%, to $332,218 from $115,670 in the comparable 2016 period. The increase is primarily due to an increase in non-cash stock-based compensation expense of approximately $205,000 as well as due to increased payroll from the hiring of new employees in the second quarter of 2017 as well as increased professional fees incurred with regards to the Share Exchange.

For the six months ended June 30, 2017, general and administrative expenses increased by $207,996, or 101%, to $413,962 from $205,966 in the comparable 2016 period. The increase is primarily to an increase in non-cash stock-based compensation expense of approximately $209,000 as well as due to increased payroll from the hiring of new employees in the second quarter of 2017 as well as increased professional fees incurred with regards to the Share Exchange.

Interest Income – Related Party

Interest income – related party consists of income generated from our loan receivable from our CEO.

For the three months ended June 30, 2017, interest income – related party decreased by $49 to $603 from $652. The decrease was due to the collection of the variety of products on offer, but alsonote receivable in the channels where they can buy them. Whereas the internet allows the increasingly-savvy consumer to research products from home at his/her leisure in termssecond quarter of functionality, more importantly, it also allows him/her to find the best deal in terms of price. Store-based retailing, on the other hand, offers consumers expert advice. The Company will provide both online and in-store product marketing materials for its partners and retail channels to reach and educate its customers.2017.

DuringFor the quartersix months ended June 30, 2017, interest income – related party increased by $685 to $1,337 from July 1^st, 2016 through September 30, 2016,$652. The increase was due to the Company has been working on its S-1 registration statement with the SEC. The Company commences now commercial activities during this time. The Company has been in discussions withpurchase of a number high-tech product vendors to market and distribute their productsnote receivable in the US and Asia. No formal agreement has been established. The Company does not expect formal agreements to be reached with suppliers and distribution partners until its S-1 registration statement becomes effective and it raises financing through S-1 registration.second quarter of 2016.

AsInterest Expense – Related Party

Interest expense – related party consists of Septemberinterest on a KT High-Tech promissory note purchased by KULR in 2017.

For the three months ended June 30, 2017, interest expense – related party was $7,274.

For the six months ended June 30, 2017, interest expense – related party was $9,593.

Liquidity and Capital Resources

Operating Activities

For the six months ended June 30, 2017 and 2016, the Company had not generated revenuescash provided by operating activities was $281,756 and had no income or$107,692, respectively. Our cash flows fromprovided by operations since inception. The Company had sustained net loss of $2,857 and had an accumulated deficit of $6,919 for the six months ended June 30, 2017 was primarily attributable to our net loss of $918,598, adjusted for net non-cash expense in the aggregate amount of $225,040, partially offset by $975,314 of net cash provided by changes in the levels of operating assets and as of Septemberliabilities. Our cash provided for the six months ended June 30, 2016 was primarily attributable to our net loss of $402,686, adjusted for net non-cash expense in the aggregate amount of $15,293, offset by $495,085 of net cash provided by changes in the levels of operating assets and liabilities.

Investing Activities

For the six months ended June 30, 2017 and 2016, cash provided by (used in) investing activities was $1,922,216 and $(85,000), respectively. Cash provided by investing activities during the six months ended June 30, 2017 resulted from $1,859,261 of cash acquired in connection with the Share Exchange as well as $85,000 of proceeds received from the collection of our note receivable to our CEO, partially offset by $22,045 of purchases of property and equipment. Our cash used in investing activities for the six months ended June 30, 2016 was related to the purchase of a note receivable in the amount of $85,000 from our CEO.

Summary

As of June 30, 2017, we had a cash balance, working capital of and an accumulated deficit of $2,213,059, $1,714,947 and $2,852,408, respectively. During the three and six months ended June 30, 2017, we incurred a net loss of $690,774 and $918,598, respectively.

The Company's independent auditors have issuedAs a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and the continuationresult of the Company asclosing of the Share Exchange, we believe we have sufficient cash to sustain our operations for at least a going concern is dependent upon financial supportyear from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locatethe date of this filing.

Critical Accounting Policies

There are no material changes from the critical accounting policies set forth in “Management’s Discussion and negotiate with a business entity for the combinationAnalysis of that target companyFinancial Condition and Results of Operations” of our Current Report on Form 8-K which was filed with the CompanySEC on June 19, 2017. Please refer to that document for disclosures regarding the critical accounting policies related to our business.

Management will pay all expenses incurred by the Company. There is no expectation of repayment for such expenses.Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

ITEMItem 3. Quantitative and Qualitative Disclosures About Market Risk.

InformationThe Company is a smaller reporting company, as defined by Rule 229.10(f)(1), and is not required to be filedprovide the information required by Smaller reporting companies.this Item.

ITEMItem 4. Controls and Procedures. Disclosures and Procedures

Pursuant to Rules adopted byEvaluation of Disclosure Controls and Procedures

Our management has evaluated, under the Securitiessupervision and Exchange Commission,with the Company carried out an evaluationparticipation of our principal executive and principal financial officers, the effectiveness of the design and operation of itsour disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the supervisionSecurities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, our principal executive and with the participationfinancial officers concluded that, as of the Company's principal executive officer (who was alsoend of the principal financial officer).

Based upon that evaluation, he believes thatperiod covered by this report, due to the Company'sinadequate recordation of certain transactions and communication of those transactions to those integral to our disclosure procedures, our disclosure controls and procedures arewere effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensureensuring that information required to be disclosed by an issuer in theour Exchange Act reports that it files or submits under the Act is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to the issuer'sour management, including itsour principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regardingChanges in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report.

Changes in Internal Controls

There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that hashave materially affected, or isare reasonably likely to materially affect, the Company'sour internal control over financial reporting.

PART II —II. OTHER INFORMATION

ITEMItem 1. LEGAL PROCEEDINGSLegal Proceedings.

There are no legal proceedings againstNone.

Item 1A. Risk Factors.

Not applicable. See, however, Item 1A of our Current Report on Form 8-K, filed with the CompanySecurities and the Company is unaware of such proceedings contemplated against it.Exchange Commission on June 19, 2017.

ITEM 2.             UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the past three years, the Company has issued 23,800,000 common shares pursuant to Section 4(2)Item 2. Unregistered Sales of theEquity Securities Actand Use of 1933 at par as follows:Proceeds.

On December 11, 2015,The information required by Item 701 of Regulation S-K was previously included in the Company issuedCurrent Report on Form 8-K which was filed with the following shares of its common stock:SEC on June 19, 2017. 

To each of its then two officers and directors 10,000,000 shares of common stock for a total aggregate outstanding of 20,000,000. On April 17, 2016, an aggregate of 19,400,000 shares of the outstanding 20,000,000 was redeemed pro rata from the two shareholders.

On April 18, 2016, the Company issued 20,000,000 shares to Michael Mo, the current sole officer and director of the Company.

During April and May of 2016, the Company issued 3,800,000 shares to forty shareholders at par value to raise $380.

ITEMItem 3. DEFAULTS UPON SENIOR SECURITIESDefaults Upon Senior Securities.

Not applicable.None.

ITEMItem 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Mine Safety Disclosures

Not applicable.Applicable.

ITEMItem 5. OTHER INFORMATIONOther Information.

(a)    Not applicable.

(b)    Item 407(c)(3) of Regulation S-K:

During the quarter covered by this Report, thereThere have not been anyno material changes to the procedures by which our security holders may recommend nominees to the Boardboard of Directors.directors.

ITEMItem 6. EXHIBITSExhibits.

*Filed herewith

**Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this quarterly report to be signed on its behalf by the undersigned thereuntohereunto duly authorized.

Dated:  November 15, 2016