Washington, D.C. 20549
Indicate by check mark whether the registrant is a large accelerated file, 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.
The following financial statements have not been reviewed by the Company’s independent accountant.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following table sets forth, for the periods indicated, condensed statements of operations data. The table and the discussion below should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto, appearing elsewhere in this report.
Revenues and Gross Profit have decreased during the three months ended March 31, 2014 compared to March 31, 2013, due to our inability to timely secure adequate production capital in the latter half of 2013. Accordingly, we were unable to accept all of the orders received.
Operating expenses have decreased during the three months ended March 31, 2014 compared to March 31, 2013, due primarily to the reduction in payroll expenses and benefits. Professional fees increased due to the legal, accounting and consulting fees we incurred in going public.
We have incurred losses and have not recorded any income tax expense or benefit. Accordingly, our net loss is driven by our gross profit, and operating and other expenses.
We currently have no off-balance sheet arrangements.
Net cash used in operating activities decreased primarily due to our reduction in working capital. Our investing activity relates primarily to purchasing fixed assets. Cash provided by financing activities reflects our net debt borrowings.
Critical Accounting Estimates
Our condensed consolidated financial statements and the accompanying notes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities and expenses. We continually evaluate the accounting policies and estimates used to prepare the condensed consolidated financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations and financial position include: a) useful lives of long-lived assets, b) assumptions used in valuing our equity-based instruments, such as warrants for common stock, c) assessing future cash flows and potential impairments to long-lived assets, and d) recoverability of accounts receivable.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the information required by this Item we are a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
It is management's responsibility to establish and maintain adequate internal control over all financial reporting pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the "Exchange Act"). Our management has reviewed and evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2014. Following this review and evaluation, management determined that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We assessed the effectiveness of our internal control over financial reporting as of March 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.
Based upon management’s assessment using the criteria contained in COSO, and for the reasons discussed below, our management has concluded that, as of March 31, 2014, our internal control over financial reporting was not effective.
Based on its evaluation, the Company's Principal Executive Officer identified a major deficiency that existed in the design or operation of our internal control over financial reporting that it considers to be a “material weakness”. The Public Company Accounting Oversight Board has defined a material weakness as a “significant deficiency or combination of significant deficiencies that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.”
The deficiency in our internal control is related to a lack of segregation of duties due to our limited in-house finance and accounting resources. To remedy this deficiency, management plans to implement enhanced segregation of duties and financial oversight in 2014.
Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal controls over financial reporting or in other factors that could affect these internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to deficiencies and material weaknesses.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
Legal issues in the course of routine business
| ● | Northern Group Inc. vs. APT Powersport and Utility Products, LLC, filed June 26, 2013 in Brown County, Wisconsin. Suit for commissions payable. The Company disagrees with the amount claimed in the petition and the venue. The Company has retained counsel to represent the firm in the action. |
| ● | Olen Rice vs. APT Powersport and Utility Products, LLC and American Performance Technologies, LLC filed June 26, 2013 in Brown County, Wisconsin. Suit for commissions payable. The Company disagrees with the amount claimed in the petition and the venue. The Company has retained counsel to represent the firm in the action. |
| ● | John and Jennifer Kirse vs. American Performance Technologies, LLC, filed October 22, 2013 in Jackson County, Missouri. Suit on a promissory note. The parties are working together to resolve the claim. The Company has retained counsel to represent the firm in the action. |
Other Legal issues
| ● | APT Powersport and Utility Products, LLC, American Performance Technologies, LLC. vs. Olen Rice, Robert A. Rice, Sr., Jon Umsted, Northern Group, Inc., Marketing Operations Advisors, Inc., Scott Holmes, and Kart Mart, filed November 18, 2013 in Jackson County, Missouri. The Company alleges that certain parties have infringed upon and have utilized trade secrets, confidential information and intellectual property of the company. Legal proceedings are ongoing. |
Item 1A. Risk Factors.
Not required for a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
In January 2014, in accordance with a convertible note the Company privately issued 56,130,567 shares of common stock to Tangiers Investors, LP to retire $6,949.73 of principal and interest in convertible debt.
In January 2014, in accordance with a convertible note the Company privately issued 6,326,667 shares of common stock to Long Side Ventures LLC to retire $949 of principal and interest in convertible debt.
In January 2014, in accordance with a convertible note the Company privately issued 5,000,000 shares of common stock to Taconic Group LLC to retire $1,300 of principal and interest in convertible debt.
In January 2014, the Company executed a convertible promissory note with Tangiers Investors, LP in the principal amount of $50,000 due 12 months from the issuance date bearing interest of 10% per annum. The Company is to pay the principal amount on January 16, 2015 to the extent such principal amount has not been repaid or converted into the Company's Common Stock.
In January 2014, the Company executed a convertible promissory note with Tangiers Investors, LP in the principal amount of $75,000 due 12 months from the issuance date bearing interest of 10% per annum. The Company is to pay the principal amount on January 16, 2015 to the extent such principal amount has not been repaid or converted into the Company's Common Stock.
In February 2014, in accordance with a convertible note the Company privately issued 109,442,353 shares of common stock to Tangiers Investors, LP to retire $34,221.91 of principal and interest in convertible debt.
In February 2014, in accordance with a convertible note the Company privately issued 32,922,216 shares of common stock to Long Side Ventures LLC to retire $7,534.65 of principal and interest in convertible debt.
In February 2014, in accordance with a convertible note the Company privately issued 21,223,823 shares of common stock to Taconic Group LLC to retire $4,483.57 of principal and interest in convertible debt.
In February 2014, in accordance with a convertible note the Company privately issued 32,922,231 shares of common stock to Brent Coetzee to retire $7,647.34 of principal and interest in convertible debt.
In February 2014, the Company privately issued 49,500,000 shares of common stock which had a fair market value of $23,100 to IBC Funds, LLC in accordance with a settlement agreement.
In February 2014, the Company executed a convertible promissory note with Tangiers Investors, LP in the principal amount of $25,000 due 12 months from the issuance date bearing interest of 5% per annum. The Company is to pay the principal amount on February 24, 2015 to the extent such principal amount has not been repaid or converted into the Company's Common Stock.
In February 2014, in accordance with the termination of independent contractor agreements, the Company privately issued shares of common stock to four individuals: 1,695,736 shares each were issued to Stacey McQuestion, Douglas Brown and Robert Lockwood and 1,685,736 shares were issued to Peter Bisconti.
In March 2014, in accordance with convertible notes the Company privately issued 181,300,720 shares of common stock to Tangiers Investors, LP to retire $107,155.49 of principal and interest in convertible debt.
In March 2014, in accordance with a convertible note the Company privately issued 87,138,780 shares of common stock to Long Side Ventures LLC to retire $83,343.82 of principal and interest in convertible debt.
In March 2014, in accordance with a convertible note the Company privately issued 9,143,674 shares of common stock to Taconic Group LLC to retire $7,863.56 of principal and interest in convertible debt.
In March 2014, in accordance with the termination of an independent contractor agreement, the Company privately issued shares of common stock to three individuals: 1,442,308 shares each were issued to Phillip Nagele and Joseph Masters and 192,308 shares were issued to Joseph Gruber.
In March 2014, in accordance with a convertible note the Company privately issued 33,320,000 shares of common stock to Brent Coetzee to retire $39,650.80 of principal and interest in convertible debt.
In March 2014, the Company privately issued 81,250,000 shares of common stock which had a fair market value of $186,200 to IBC Funds, LLC in accordance with a settlement agreement.
In March 2014, the Company privately issued 8,500,000 shares of common stock to John Berkeridge for services as a director of the Company.
In March 2014, in accordance with a convertible note the Company privately issued 175,000,000 shares of common stock to Mammoth Corporation to retire $315,000 of principal and interest in convertible debt.
In March 2014, in accordance with a Share Exchange Agreement, the Company privately issued 2,735,501,964 shares of common stock to the shareholders of APT Group, Inc. The shares were authorized for issuance pursuant to an exemption under Section 4(2) of the Securities Act of 1933.
In instances described above where we issued securities in reliance upon Regulation D, we relied upon Rule 506 of Regulation D of the Securities Act. These stockholders who received the securities in such instances made representations that (a) the stockholder is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the stockholder agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the stockholder has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (d) the stockholder had access to all of our documents, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (e) the stockholder has no need for the liquidity in its investment in us and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.
In instances described above where we relied upon Section 4(2) of the Securities Act in issuing securities, our reliance was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offeree and us.
In instances described above where we issued securities to IBC Funds, LLC, we relied upon an exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended, as the issuance of securities was in exchange for bona fide outstanding claims, where the terms and conditions of such issuance were approved by a court after a hearing upon the fairness of such terms and conditions.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
The following documents are filed as a part of this report or incorporated herein by reference:
| Exhibit No. | | Description |
| 2.0 | | Form of Common Stock Share Certificate of Frozen Food Gift Group, Inc. (1) |
| 3.0 | | Articles of Incorporation of Frozen Food Gift Group, Inc. (2) |
| 3.1 | | Amendment to Articles of Incorporation (2) |
| 3.2 | | Bylaws of Frozen Food Gift Group, Inc. (2) |
| 3.3 | | Amendment to Articles of Incorporation filed with the Delaware Secretary of State on May 22, 2013 (18) |
| 4.1 | | Certificate of Designation of Series A Convertible Preferred Stock filed with the Delaware Secretary of State on July 10, 2013 (15) |
| 4.2 | | Certificate of Designation of Series B Convertible Preferred Stock filed with the Delaware Secretary of State on July 10, 2013 (15) |
| 10.1 | | Independent Contractor Agreement with Phillip Nagele and Joseph Masters dated July 31, 2009 (2) |
| 10.2 | | Commercial Lease Agreement by and between Winaway International, Inc. and Frozen Food Gift Group, Inc., dated October 26, 2009 (3) |
| 10.3 | | Commercial Lease Agreement between McCleary Maritime Properties, LLC and Frozen Food Gift Group, Inc., dated September 23, 2010 (9) |
| 10.4 | | Pre-Incorporation Agreement between the Founders of Frozen Food Gift Group, Inc. dated January 2, 2009 (3) |
| 10.5 | | Independent Contractor Agreement with Judd Handler dated January 8, 2010 (3) |
| 10.6 | | Addendum to NEWCO Ice Cream Independent Contractor Agreement, dated July 31, 2009 (4) |
| 10.7 | | Letter Agreement with ANP Industries, Inc. dated July 7, 2010 (4) |
| 10.8 | | Independent Contractor Agreement with Joseph Schmedding dated April 1, 2011 (7) |
| 10.9 | | Resignation of Director from Company’s Board (5) |
| 10.10 | | Private Issuance of Common Shares (6) |
| 10.11 | | Promissory Note issued to Tangiers Investors, LP, dated July 1, 2011 (7) |
| 10.12 | | Securities Purchase Agreement with Tangiers Investors, LP, dated September 15, 2011 (11) |
| 10.13 | | Registration Rights Agreement with Tangiers Investors, LP, dated September 15, 2011 (11) |
| 10.14 | | Addendum to Securities Purchase Agreement with Tangiers Investors, LP, dated September 15, 2011 (11) |
| 10.15 | | Stock Purchase and Non Dilution of Stock Interest Agreement with Tangiers Investors, LP, dated February 16, 2012 (6, 11) |
| 10.16 | | Option to Convert Common Stock into Preferred Stock at Future Date with Tangiers Investors, LP, dated February 16, 2012 (6, 11) |
| 10.17 | | Stock Purchase and Non Dilution of Stock Interest Agreement with Tangiers Investors, LP, dated April 30, 2012 (11) |
| 10.18 | | Independent Contractor Agreement with Tangiers Investors, LP, dated April 30, 2012 (11) |
| 10.19 | | Exchange Agreement with Tangiers Investors, LP, dated June 5, 2012 (11) |
| 10.20 | | 7% Convertible Note issued to Tangiers Investors, LP, dated June 5, 2012 (11) |
| 10.21 | | Notice of Conversion, Tangiers Investors, LP, dated June 8, 2012 (11) |
| 10.22 | | 10% Convertible Note issued to Brent Coetzee, dated November 7, 2012 (10, 11) |
| 10.23 | | 10% Convertible Note issued to Jeffrey Saltzman, dated November 21, 2012 (10, 11) |
| 10.24 | | 10% Convertible Note issued to Daniel Kaplan, dated November 21, 2012 (10, 11) |
| 10.25 | | Stock Purchase Agreement with Miami Ice Machine Company, Inc., dated February 22, 2013 (11) |
| 10.26 | | 10% Convertible Note issued to Tangiers Investors, LP, dated February 25, 2013 (11) |
| 10.27 | | Note Purchase Agreement with Tangiers Investors, LP, dated February 25, 2013 (11) |
| 10.28 | | Assignment Agreement with JMJ Financial and Long Side Ventures, LLC, dated February 28, 2013 (11) |
| 10.29 | | 12% Convertible Note issued to Long Side Ventures, LLC, dated February 28, 2013 (11) |
| 10.30 | | Assignment Agreement with Tangiers Investors, LP, and Taconic Group, LLC, dated March 6, 2013 (11) |
| 10.31 | | 12% Convertible Note issued to Taconic Group, LLC, dated March 6, 2013 (11) |
| 10.32 | | Assignment Agreement with Tangiers Investors, LP, and Taconic Group, LLC, dated March 6, 2013 (11) |
| 10.33 | | 12% Convertible Note issued to Taconic Group, LLC, dated March 6, 2013 (11) |
| 10.34 | | 10% Convertible Note issued to Tangiers Investors, LP, dated May 1, 2013 (12) |
| 10.35 | | Note Purchase Agreement with Tangiers Investors, LP, dated May 1, 2013 (12) |
| 10.36 | | 10% Convertible Note issued to Tangiers Investors, LP, dated June 1, 2013 (13, 19) |
| 10.37 | | Note Purchase Agreement with Tangiers Investors, LP, dated June 1, 2013 (13, 19) |
| 10.38 | | 10% Convertible Note issued to Tangiers Investors, LP, dated July 1, 2013 (14, 19) |
| 10.39 | | Note Purchase Agreement with Tangiers Investors, LP, dated July 1, 2013 (14, 19) |
| 10.40 | | 10% Convertible Note issued to Tangiers Investors, LP, dated August 8, 2013 (16, 19) |
| 10.41 | | Note Purchase Agreement with Tangiers Investors, LP, dated August 8, 2013 (16, 19) |
| 10.42 | | 10% Convertible Note issued to Tangiers Investors, LP, dated October 9, 2013 (17, 19) |
| 10.43 | | Note Purchase Agreement with Tangiers Investors, LP, dated October 9, 2013 (17, 19) |
| 10.44 | | 10% Convertible Note issued to Tangiers Investors, LP, dated November 19, 2013 (20, 21) |
| 10.45 | | Note Purchase Agreement with Tangiers Investors, LP, dated November 19, 2013 (20, 21) |
| 10.46 | | 10% Convertible Note issued to Tangiers Investors, LP, dated January 16, 2014* |
| 10.47 | | Note Purchase Agreement with Tangiers Investors, LP, dated January 16, 2014* |
| 10.48 | | 10% Convertible Note issued to Tangiers Investors, LP, dated January 16, 2014* |
| 10.49 | | Note Purchase Agreement with Tangiers Investors, LP, dated January 16, 2014* |
| 10.50 | | Settlement Agreement with IBC Funds, LLC, dated February 10, 2014 (22) |
| 10.51 | | Order Granting Approval of Settlement Agreement with IBC Funds, LLC, dated February 14, 2014 (22) |
| 10.52 | | 5% Convertible Note issued to Tangiers Investors, LP, dated February 24, 2014* |
| 10.53 | | Note Purchase Agreement with Tangiers Investors, LP, dated February 24, 2014* |
| 10.54 | | Mutual General Release and Debt Settlement with Cord Blood America dated March 5, 2014* |
| 10.55 | | Amended Settlement Agreement with IBC Funds, LLC, dated March 11, 2014 (23, *) |
| 10.56 | | Order Granting Approval of Amended Settlement Agreement with IBC Funds, LLC, dated March 11, 2014 (23, *) |
| 10.57 | | Assignment of Royalty Agreement with Global Specialty Products, Inc., to Rapid Fire Marketing, Inc., dated March 12, 2014 (23, *) |
| 10.58 | | Mutual General Release and Termination of Independent Contractor Agreement with Philip Nagele and Joseph Masters dated March 12, 2014 (23, *) |
| 10.59 | | Settlement Agreement with IBC Funds, LLC, dated March 13, 2014 (24, *) |
| 10.60 | | Acknowledgement of Purchase Agreement between Lawrence A. Carrell Trust and Mammoth Corporation with APT Powersport and Utility Products LLC dated March 17, 2014 (24, *) |
| 10.61 | | Exchange Agreement with Mammoth Corporation dated March 17, 2014 (24, *) |
| 10.62 | | Restated Convertible Note with Mammoth Corporation dated March 17, 2014 (24, *) |
| 10.63 | | Exchange Agreement between APT Powersport and Utility Products LLC and Mammoth Corporation dated March 17, 2014 (24, *) |
| 10.64 | | Restated Convertible Note between APT Powersport and Utility Products LLC and Mammoth Corporation dated March 17, 2014 (24, *) |
| 10.65 | | Order Granting Approval of Settlement Agreement with IBC Funds, LLC, dated March 21, 2014 (24, *) |
| 10.66 | | Share Exchange Agreement with APT Group, Inc., dated March 21, 2014 (25, *) |
| 10.67 | | Amendment to Share Exchange Agreement with APT Group, Inc., dated March 27, 2014 (26, *) |
| 10.68 | | Resignation of Director Matthew L. Schissler from Company’s Board dated March 27, 2014 (26, *) |
| 10.69 | | Resignation of Director Jonathan F. Irwin from Company’s Board dated March 27, 2014 (26, *) |
| 10.70 | | Resignation of Director John Berkeridge, Jr. from Company’s Board dated March 27, 2014 (26, *) |
| 14.0 | | Code of Ethics (2) |
| 31.1 | | Rule 13a-14(a) Certification of Principal Executive Officer* |
| 31.2 | | Rule 13a-14(a) Certification of Principal Financial Officer* |
| 32.1 | | Section 1350 Certification of Principal Executive Officer* |
| 32.2 | | Section 1350 Certification of Principal Financial Officer* |
| 99.4 | | Temporary Hardship Exemption* |
* Filed herewith
| (1) | Previously filed on Form 10-K on March 30, 2012. |
| (2) | Previously filed on Form S-1 on March 11, 2010. |
| (3) | Previously filed on Form S-1 on May 14, 2010. |
| (4) | Previously filed on Form S-1 on June 3, 2011. |
| (5) | Previously filed on Form 8-K on January 31, 2012. |
| (6) | Previously filed on Form 8-K on February 20, 2012. |
| (7) | Previously filed on Form 10-Q on November 18, 2011. |
| (8) | Previously filed on Form 10-Q on May 14, 2012. |
| (9) | Previously filed on Form S-1 on January 21, 2011. |
| (10) | Previously filed on Form 8-K on November 29, 2012. |
| (11) | Previously filed on Form 10-K on April 15, 2013. |
| (12) | Previously filed on Form 10-Q on May 20, 2013. |
| (13) | Previously filed on Form 8-K on June 3, 2013. |
| (14) | Previously filed on Form 8-K on July 8, 2013. |
| (15) | Previously filed on Form 8-K on July 15, 2013. |
| (16) | Previously filed on Form 8-K on August 12, 2013. |
| (17) | Previously filed on Form 8-K on October 16, 2013. |
| (18) | Previously filed on Form 10-Q on August 19, 2013. |
| (19) | Previously filed on Form 10-Q on November 19, 2013. |
| (20) | Previously filed on Form 8-K on November 19, 2013. |
| (21) | Previously filed on Form 10-K on April 15, 2014. |
| (22) | Previously filed on Form 8-K on February 14, 2014. |
| (23) | Previously filed on Form 8-K on March 14, 2014. |
| (24) | Previously filed on Form 8-K on March 26, 2014. |
| (25) | Previously filed on Form 8-K on March 21, 2014. |
| (26) | Previously filed on Form 8-K on March 28, 2014. |
SIGNATURES
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.
| | FROZEN FOOD GIFT GROUP, INC. a Delaware corporation | |
| | | | |
| Date: May 20, 2014 | By: | /s/ TROY A. COVEY | |
| | | Troy A. Covey | |
| | | President, Director and Principal Executive Officer | |
| | | |
| | | | |
| Date: May 20, 2014 | By: | /s/ ALEXANDER KRAMER | |
| | | Alexander Kramer | |
| | | Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer | |
