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. þ Yes o 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer ¨ |
Non-accelerated filer o | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of September 11, 2014, the issuer had one class of common stock, with a par value of $0.001, of which 24,352,445 shares were issued and outstanding.
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| PART I—FINANCIAL INFORMATION |
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| | Unaudited Statements of Operations for the Three and Nine Months Ended July 31, 2014 and 2013 and for the period from commencement of development stage, November 1, 2009, to July 31, 2014 | | 5 |
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| | Unaudited Statements of Cash Flows for the Nine Months Ended July 31, 2014 and 2013 and for the period from commencement of development stage, November 1, 2009, to July 31, 2014 | | 6 |
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| PART II—OTHER INFORMATION |
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| | | July 31, | | | October 31, | |
| | | 2014 | | | 2013 | |
| Assets | | | | | | |
| | | | | | | |
| Current assets: | | | | | | |
| Cash | | $ | 98 | | | $ | 82,424 | |
| Total current assets | | | 98 | | | | 82,424 | |
| | | | | | | | | |
| Total assets | | $ | 98 | | | $ | 82,424 | |
| | | | | | | | | |
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| Liabilities and Stockholders' Deficiency | | | | | | | | |
| | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accounts payable | | $ | 401,138 | | | $ | 372,872 | |
| Accrued expenses | | | 85,000 | | | | 82,500 | |
| Accrued compensation | | | 64,033 | | | | 10,000 | |
| Amounts due to stockholders | | | 55,369 | | | | 49,570 | |
| Current portion of long term debt | | | 491,299 | | | | 491,299 | |
| Total current liabilities | | | 1,096,839 | | | | 1,006,241 | |
| | | | | | | | | |
| Stockholders' Deficiency | | | | | | | | |
| Preferred stock: | | | | | | | | |
$0.001 par value, authorized 10,000,000 shares, issued and outstanding nil shares (2013 - nil) | | | - | | | | - | |
| Common stock: | | | | | | | | |
$0.001 par value, authorized 500,000,000 shares, issued and outstanding 24,352,445 shares (2013 - 23,452,445) | | | 24,353 | | | | 23,453 | |
| Additional paid-in capital | | | 3,208,540 | | | | 3,186,940 | |
| Accumulated deficit | | | (1,849,309 | ) | | | (1,849,309 | ) |
| Deficit accumulated during development stage | | | (2,480,325 | ) | | | (2,284,901 | ) |
| Total stockholders' deficiency | | | (1,096,741 | ) | | | (923,817 | ) |
| Total liabilities and stockholders' deficiency | | $ | 98 | | | $ | 82,424 | |
See accompanying notes to financial statements
| | | Three Months Ended July 31 | | | Nine Months Ended July 31 | | | cumulative from commencement of development stage, November 1, 2009, to July 31, | |
| | | 2014 | | | 2013 | | | 2014 | | | 2013 | | | 2014 | |
| | | | | | | | | | | | | | | | |
| Revenue | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Expenses: | | | | | | | | | | | | | | | | | | | | |
| General and administrative | | | 58,433 | | | | 131,635 | | | | 176,477 | | | | 278,965 | | | | 919,986 | |
| Marketing | | | - | | | | - | | | | - | | | | - | | | | 1,280,838 | |
| Impairment loss | | | - | | | | - | | | | - | | | | - | | | | 260,068 | |
| Total operating expenses | | | 58,433 | | | | 131,635 | | | | 176,477 | | | | 278,965 | | | | 2,460,892 | |
| | | | | | | | | | | | | | | | | | | | | |
| Loss from operations | | | (58,433 | ) | | | (131,635 | ) | | | (176,477 | ) | | | (278,965 | ) | | | (2,460,892 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Interest expense | | | (6,385 | ) | | | (6,385 | ) | | | (18,947 | ) | | | (19,028 | ) | | | (121,726 | ) |
| Gain on debt forgiveness | | | - | | | | - | | | | - | | | | - | | | | 102,293 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net Loss | | $ | (64,818 | ) | | | (138,020 | ) | | $ | (195,424 | ) | | $ | (297,993 | ) | | $ | (2,480,325 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss per share | | | | | | | | | | | | | | | | | | | | |
| Basic and diluted net loss per share | | $ | (0.00 | ) | | $ | (0.01 | ) | | $ | (0.01 | ) | | $ | (0.02 | ) | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Weighted average number of shares outstanding | | | | | | | | | | | | | | | | | | | | |
| Basic and diluted | | | 24,049,184 | | | | 17,332,445 | | | | 23,653,544 | | | | 17,332,445 | | | | | |
See accompanying notes to financial statements
| | | Nine Months Ended July 31 | | | cumulative from commencement of development stage, November 1, 2009, to July 31, | |
| | | 2014 | | | 2013 | | | 2014 | |
| | | | | | | | | | |
| Cash flows from operating activities: | | | | | | | | | |
| | | | | | | | | | |
| Net loss | | $ | (195,424 | ) | | $ | (297,993 | ) | | $ | (2,480,325 | ) |
| Impairment loss | | | - | | | | - | | | | 260,068 | |
| Adjustments to reconcile net loss for the period to | | | | | | | | | | | | |
| net cash used in operating activities: | | | | | | | | | | | | |
| Common stock issued to related parties for services received | | | - | | | | - | | | | 150,000 | |
| Common stock issued for services received | | | - | | | | 57,800 | | | | 1,355,300 | |
| Options issued for services received | | | - | | | | 21,500 | | | | 39,838 | |
| Gain on forgiveness of debt | | | - | | | | - | | | | (102,293 | ) |
| | | | | | | | | | | | | |
| Changes in assets and liabilities: | | | | | | | | | | | | |
| Accounts payable | | | 28,266 | | | | 22,365 | | | | 41,608 | |
| Accrued expenses | | | 2,500 | | | | 42,500 | | | | 145,000 | |
| Accrued compensation | | | 54,033 | | | | 85,787 | | | | 343,820 | |
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| Net cash used in operating activities | | | (110,625 | ) | | | (68,041 | ) | | | (246,984 | ) |
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| Cash provided by financing activities: | | | | | | | | | | | | |
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| Proceeds received for common stock | | | 22,500 | | | | 22,500 | | | | 170,000 | |
| Advances from stockholders, net | | | 5,799 | | | | 67,940 | | | | 77,082 | |
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| Net cash provided by financing activities | | | 28,299 | | | | 90,440 | | | | 247,082 | |
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| (Decrease) increase in cash during the period | | | (82,326 | ) | | | 22,399 | | | | 98 | |
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| Cash at beginning of the period | | | 82,424 | | | | 146 | | | | - | |
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| Cash at end of the period | | $ | 98 | | | $ | 22,545 | | | $ | 98 | |
See accompanying notes to financial statements.
ESSENTIAL INNOVATIONS TECHNOLOGY CORP
(a development stage enterprise)
Statements of Cash Flows (continued)
For the Nine Months Ended July 31, 2014 and 2013 and for the period
from commencement of development stage, November 1, 2009,
| Supplementary Information: | | | | | | | | | |
| | | Nine Months Ended July 31 | | | cumulative from commencement of development stage, November 1, 2009, to July 31, | |
| | | 2014 | | | 2013 | | | 2014 | |
| | | | | | | | | | |
| Cash paid for: | | | | | | | | | |
| Income taxes | | $ | - | | | $ | - | | | $ | - | |
| Interest | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| Non-cash transactions: | | | | | | | | | | | | |
| Common stock issued for settlement of amounts owing | | $ | - | | | $ | - | | | | 184,341 | |
| Common stock issued for settlement of accrued remuneration | | | - | | | | - | | | | 1,055,925 | |
| Intellectual property acquired for common stock, options | | | | | | | | | | | | |
| and committment for future cash payments | | | - | | | | - | | | | 260,068 | |
| Common stock issued for settlement of subscriptions received in prior periods | | | - | | | | - | | | | 13,977 | |
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See accompanying notes to financial statements.
July 31, 2014
Note 1. Description of Business and Summary of Significant Accounting Policies
Organization
The Company has secured exclusive distribution rights to represent equipment manufactured by one of China’s top HVAC (heating, ventilation and air conditioning) manufacturers, Mammoth China, for the countries of the Philippines and the United Arab Emirates. Such products and technologies represented include geothermal and water source heat pumps, commercial roof top units, fan coils and variable air volume systems. In addition, the Company is endeavouring to facilitate the establishment of an internationally recognized industry association (IGHSPA – the International Ground Source Heat Pump Association) in both of these countries to enhance certain product reputation and credibility.
The Company re- entered the development stage effective November 1, 2009.
Interim Period Financial Statements
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the Securities and Exchange Commission’s instructions. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The results of operations reflect interim adjustments, all of which are of a normal recurring nature and, in the opinion of management, are necessary for a fair presentation of the results for such interim period. The results reported in these interim financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and note disclosure normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report for the year ended October 31, 2013, as filed with the Securities and Exchange Commission on February 13, 2014.
Going Concern
The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated any revenue since commencement of the development stage, has an accumulated deficit, and has had no positive cash flows from operations. It is the Company’s intention to raise additional equity to finance development of a market for its products until positive cash flows can be generated from its operations. However, there can be no assurance that such additional funds will be available to the Company when required or on terms acceptable to the Company. Such limitations could have a material adverse effect on the Company’s business, financial condition or operations, and these financial statements do not include any adjustment that could result. Failure to obtain sufficient additional funding would necessitate the Company to reduce or limit its operating activities or even discontinue operations.
Basis of presentation
These financial statements have been prepared in accordance accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Comprehensive Income (Loss)
The Company has no components of other comprehensive income (loss) and accordingly, no statement of comprehensive income (loss) is included in the accompanying financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the fiscal year. The Company bases its estimates on historical experience, current conditions and on other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions.
Financial Instruments
The Company has the following financial instruments: cash, accounts payable, accrued expenses and compensation, and amounts due to stockholders. The carrying value of these financial instruments approximates their fair value due to their liquidity or their short-term nature.
Recent Accounting Pronouncements
On June 10, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. The presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted.
There have been no other recently issued accounting pronouncements through the date of this report that the Company believes will have a material impact on the financial position, results of operations, or cash flows.
Note 2. Term Loan
The foreclosure of the Company’s operations and assets relating to the business of manufacture, sales and installation of geo exchange heat products and technology on March 27, 2009 were in satisfaction of $2,413,070 owing to a secured lender. The Company still owes $491,299 to a secured lender. By agreement, the secured lender has agreed that there will be no further interest, penalties or fees charged and that the Company has until October 31, 2014 to negotiate a settlement of this debt with the secured lender. The debt is secured by a charge over all the assets of the Company.
Note 3. Related-Party Transactions and Balances
During the nine months ended July 31, 2014 and 2013 stockholders of the Company advanced $53,060 and $67,940, respectively and were repaid $47,261 and $nil, respectively. The balance owing as at July 31, 2014 of $55,369, is included in advances due to stockholders.
An entity, related by common ownership to two shareholders of the Company, has provided consulting services in the amount of $22,500 and $45,000 during the respective nine months ended July 31, 2014 and 2013. The balance owing as at July 31, 2014 of $85,000 is included in accrued expenses.
Note 4. Share Capital
Preferred Stock
The Company’s authorized capital includes 10,000,000 shares of preferred stock of $0.001 par value. The designation of rights including voting powers, preferences, and restrictions shall be determined by the Board of Directors before the issuance of any shares.
No shares of preferred stock are issued and outstanding as of July 31, 2014 and 2013.
Common Stock
The Company is authorized to issue 500,000,000 shares of common stock, par value of $0.001.
During the nine months ended July 31, 2014 the Company
| ● | Issued 900,000 shares of common stock for cash proceeds of $22,500 |
The following discussion should be read in conjunction with the accompanying unaudited financial statements for the three and nine month periods ended July 31, 2014 and 2013, and for the period from commencement of development stage, November 1, 2009, to July 31, 2014 and our annual report on Form 10-K for the year ended October 31, 2013, including the financial statements and notes thereto.
Forward-Looking Information May Prove Inaccurate
This report contains statements about the future, sometimes referred to as “forward-looking” statements. Forward-looking statements are typically identified by the use of the words “believe,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “intend,” and similar words and expressions. Statements that describe our future strategic plans, goals, or objectives are also forward-looking statements.
Readers of this report are cautioned that any forward-looking statements, including those regarding our management’s current beliefs, expectations, anticipations, estimations, projections, proposals, plans, or intentions, are not guarantees of future performance or results of events and involve risks and uncertainties. The forward-looking information is based on present circumstances and on our predictions respecting events that have not occurred, that may not occur, or that may occur with different consequences from those now assumed or anticipated. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors. The forward-looking statements included in this report are made only as of the date of this report. We are not obligated to update such forward-looking statements to reflect subsequent events or circumstances.
Introduction
During the three and nine month periods ended July 31, 2014 the Company continued efforts to create business opportunities in markets for which it has secured exclusive distribution rights to represent equipment manufactured by one of China's top heating, ventilation, and air conditioning (“HVAC”) manufacturers, Mammoth Technologies. These countries include the India, the Philippines and the UAE.
In making such active efforts, the Company continues to seek to provide potential clients, primarily in the commercial and residential construction industry, with design consulting services that can employ highly innovative energy system implementation practices. Company expertise includes an internalized process of planning, designing, engineering, equipment specifying and financial system operational modeling that will ultimately provide long-term economic advantages and overall environmental sustainability. The Company continues to undertake direct dialogue with land developers and government organizations that have knowledge of our high-level of expertise and successful track record in the sector and that are seeking specifically to apply and deploy renewables and green technologies in their projects.
Further during this period the Company CEO participated in the ACREX 2014 Conference in New Delhi, India. In such regards, our CEO was an invited global expert in the field of Geothermal Heating and Cooling systems and personally conducted a 3 hour seminar to a large audience of contractors, developers, and government officials interested in the application of geothermal technology in the Indian marketplace. The Company is now working conjunctively with a local Indian engineering firm in New Delhi to present and propose system designs and budgets for a number of different projects in New Delhi and other regions of India as well.
During the quarter ended July 31, 2014, the Company established a working relationship with Overdrive Engineering in New Delhi, India, This organization has a team of engineers and designers focused on the sales and marketing of various types of green building technologies to the Indian marketplace. In this regards Overdrive is now working towards securing a contract that they have bid on with the ITC hotel group in India, one of the largest companies on the Indian continent. The Company further continued negotiations with a construction management company in the Philippines interested in working in conjunction with the Company to sell, market and install the Mammoth technologies in the Philippine marketplace. They also have business activities in the Middle East, in particular, in Dubai, such that discussions and negotiations with this organization have included the potential for future working activities in such markets as well. Additionally the Company began discussions with one of the largest Power (utility) companies in the Philippines as to the same style of relationship for the Country, whereby they would provide their infrastructure and resources to the sales, application, deployment and service for the Mammoth product line, with the Company providing them the equipment and design consultation. The power provider is placing particular emphasis on the geothermal technology (most specifically targeting cooling and water heating).
The Company believes these on-going negotiations could result in a formalized working relationship being announced in Q1/Q2 of the next fiscal year.
Throughout the remainder of the fiscal year, the Company intends to continue to develop the relationships made and the ensuing associated project and business opportunities in both current and new target markets throughout the Asian and Middle-Eastern marketplaces.
Results of Operations
Comparison of the Three and Nine Months Ended July 31, 2014, with the Three and Nine Months Ended July 31, 2013
We had no gross revenue for the three and nine month periods ended July 31, 2014 and 2013.
Our general and administrative expenses from continuing operations for the three and nine months ended July 31, 2014, were $58,433 and $176,447, respectively, as compared to $131,635 and $278,965 for the comparable three and nine month periods ended July 31, 2013. The cumulative decrease for the nine months is primarily due to a reduction in consulting services.
Overall, we have a net loss of $64,818 and $195,424, for the three and nine months ended July 31, 2014, as compared to a net loss of $138,020 and $297,993 in the corresponding three and nine month periods of the preceding year.
Liquidity and Capital Resources
As of July 31, 2014, our current assets were $98, as compared to $82,424 at October 31, 2013. As of July 31, 2014, our current liabilities were $1,096,839, as compared to $1,006,241 at October 31, 2013.
Operating activities used net cash of $110,625 for the nine months ended July 31, 2014, as compared to use of $68,041 for the nine months ended July 31, 2013.
Net cash of $28,299 was provided by financing activities during the nine months ended July 31, 2014, as compared to $90,440 net cash provided by financing activities during the comparable nine months ended July 31, 2013.
Our current balances of cash will not meet our working capital and capital expenditure needs for the whole of the current year. Because we are not currently generating sufficient cash to fund our operations, we will need to rely on external financing to meet future capital and operating requirements. Any projections of future cash needs and cash flows are subject to substantial uncertainty. Our capital requirements depend upon several factors, including the rate of market acceptance, our ability to get to production and generate revenues, our level of expenditures for production, marketing, and sales, purchases of equipment, and other factors. We can make no assurance that financing will be available in amounts or on terms acceptable to us, if at all. Further, if we issue equity securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences, or privileges senior to those of existing holders of common stock, and debt financing, if available, may involve restrictive covenants that could restrict our operations or finances. If we cannot raise funds, when needed, on acceptable terms, we may not be able to continue our operations, grow market share, take advantage of future opportunities, or respond to competitive pressures or unanticipated requirements, all of which could negatively impact our business, operating results, and financial condition.
Not applicable.
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this quarterly report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officers (our “Certifying Officers”) , as appropriate, to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Certifying Officers, the effectiveness of our disclosure controls and procedures as of July 31, 2014, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of July 31, 2014, our disclosure controls and procedures were not effective.
There have been no changes in our internal control over financial reporting that occurred during the quarter ended July 31, 2014, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
On May 31, 2014 we issued 900,000 shares of common stock for cash proceeds of $22,500. These shares were issued.
In the above issuance, no general solicitation was used and the transaction was negotiated directly with our executive officer. The recipient of the common stock represented in writing that they were not a resident of the United States, acknowledged that the securities constituted restricted securities, and consented to a restrictive legend on the certificate to be issued. These transaction was made in reliance on Regulation S.
Not applicable
The following exhibits are filed as a part of this report:
| Exhibit Number* | | Title of Document | | Location |
| | | | | |
| Item 31 | | Rule 13a-14(a)/15d-14(a) Certifications | | |
| | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14 | | Attached |
| | | | | |
| Item 32 | | Section 1350 Certifications | | |
| | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) and (Chief Financial Officer) | | Attached |
| | | | | |
| Item 101 | | Interactive Data File | | |
| 101 | | Interactive Data File | | Attached |
_______________
| * | All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | Registrant |
| | |
| | ESSENTIAL INNOVATIONS TECHNOLOGY CORP. |
| | | |
| | | |
| Date: September 15, 2014 | By: | /s/ JASONMCDIARMID |
| | | Jason McDiarmid |
| | | President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director |
| | | (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
| | | |
