SSTL 10-Q 2013 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934   for the quarterly and six month period ended June 30, 2013

£	TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE TRANSITION PERIOD ________TO ________

Commission File Number: 333-177792

SSTL, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	20-4168979
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

165 Pitt Road

Mooresville, NC 28115

 (Address of principal executive offices)

(Registrant's telephone number, including area code(804).306.8217

Indicate by check mark whether the issuer (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. YesS 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 (229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YesS 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£	Accelerated filer£
Non-accelerated filer£	Smaller Reporting CompanyS

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

As of August 6, 2013, there was no public trading market for the registrant’s common stock.  There were 16,254,167 shares of the registrant’s common stock, $0.001 par value per share, outstanding on August 6, 2013.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

TABLE OF CONTENTS

			Page
Part I – FINANCIAL INFORMATION
	Item 1.	Condensed Financial Statements:	2
		Condensed Balance Sheet	2
		Condensed Statements of Operations	3
		Condensed Statements of Cash Flows	4
		Notes to Condensed Financial Statements (unaudited)	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	12
	Item 4.	Controls and Procedures	12
Part II – OTHER INFORMATION
	Item 1.	Legal Proceedings	13
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
	Item 3.	Defaults Upon Senior Securities	13
	Item 4.	Mine Safety Disclosures	13
	Item 5.	Other Information	13
	Item 6.	Exhibits	13
		Signatures	14

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Part I – FINANCIAL INFORMATION

ITEM 1. Condensed Financial Statements

SSTL, Inc.

(A Development Stage Company)

BALANCE SHEETS

	June 30, 2013
	(Unaudited)			Dec. 31, 2012
ASSETS
Current assets
Cash	$	33,675		$	5,234
Accounts receivable - related party		30,000			15,000
Total current assets		63,675			20,234
Fixed assets - net		97,916			154,861
Total Assets	$	161,591		$	175,095
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	–		$	3,302
Related party payable payable		25,000			25,000
Accrued interest payable		14,967			5,342
Note payable - current		175,000			175,000
Total current liabilities		214,967			208,644
Total Liabilities		214,967			208,644
Stockholders' Equity
Preferred stock, $.001 par value; 25,000,000 shares authorized; none issued and outstanding		–			–
Common stock, $.001 par value; 100,000,000 shares authorized; 16,254,167 shares issued and outstanding		16,254			16,254
Additional paid in capital		419,496			419,496
Deficit accumulated during the development stage		(489,126	)		(469,299	)
Total Stockholders' Equity		(53,376	)		(33,549	)
Total Liabilities and Stockholders' Equity	$	161,591		$	175,095

The accompanying notes are an integral part of the financial statements.

2

SSTL, Inc.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

													Period From
													Nov. 10, 2010
													(Inception)
	For the Three Months Ending						For the Six Months Ending						To
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012			June 30, 2013
Revenues - related party	$	15,000		$	30,000		$	30,000		$	30,000		$	105,000
Operating expenses:
Amortization & depreciation		16,250			21,250			32,500			42,500			192,639
General and administrative		10,891			22,329			24,257			80,764			406,269
		27,141			43,579			56,757			123,264			598,908
Gain (loss) from operations		(12,141	)		(13,579	)		(26,757	)		(93,264	)		(493,908	)
Other income (expense):
Insurance income		–			–			–			–			19,077
Gain on sale of equipment		–			–			16,555			–			16,555
Interest expense		(4,812	)		(4,363	)		(9,625	)		(8,746	)		(30,850	)
		(4,812	)		(4,363	)		6,930			(8,746	)		4,782
Income (loss) before provision for income taxes		(16,953	)		(17,942	)		(19,827	)		(102,010	)		(489,126	)
Provision for income tax		–			–			–			–			–
Net income (loss)	$	(16,953	)	$	(17,942	)	$	(19,827	)	$	(102,010	)	$	(489,126	)
Net income (loss) per share
(Basic and fully diluted)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average number of common shares outstanding		16,254,167			16,254,167			16,254,167			16,254,167

The accompanying notes are an integral part of the financial statements.

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SSTL, Inc.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

							Period From
							Nov. 10, 2010
							(Inception)
	For the Six Months Ending						To
	June 30, 2013			June 30, 2012			June 30, 2013
Cash Flows From Operating Activities:
Net income (loss)	$	(19,827	)	$	(102,010	)	$	(489,126	)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
Amortization & depreciation		32,500			42,500			192,639
Accounts receivable		(15,000	)		15,000			(30,000	)
Compensatory stock issuances		–			–			104,000
Gain on fixed asset sales		(16,555	)		–			(16,555	)
Accrued payables		6,323			3,184		$	39,967
Net cash provided by (used for)operating activities		(12,559	)		(41,326	)		(199,075	)
Cash Flows From Investing Activities:
Fixed assets - purchases		–			–			(25,000	)
Fixed assets - sales		41,000			–			41,000
Net cash provided by (used for) investing activities		41,000			–			16,000

The accompanying notes are an integral part of the financial statements.

(Continued on Following Page)

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SSTL, Inc.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

						Period From
						Nov. 10, 2010
						(Inception)
	For the Six Months Ending					To
	June 30, 2013		June 30, 2012			June 30, 2013
Cash Flows From Financing Activities:
Note payable - borrowings		–		75,000			225,000
Note payable - payments		–		(10,000	)		(50,000	)
Issuance of stock for cash		–		–			36,750
Paid in capital		–		–			5,000
Net cash provided by (used for)financing activities		–		65,000			216,750
Net Increase (Decrease) In Cash		28,441		23,674			33,675
Cash At The Beginning Of The Period		5,234		5,047			–
Cash At The End Of The Period	$	33,675	$	28,721		$	33,675
Schedule Of Non-Cash Investing And Financing Activities
Common stock issued for assets	$	–	$	–
Supplemental Disclosure:
Cash paid for interest	$	–	$	4,383
Cash paid for income taxes	$	–	$	–

The accompanying notes are an integral part of the financial statements.

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SSTL, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 1. Organization, Operations And Summary of Significant Accounting Policies

SSTL, Inc. (the “Company”) was incorporated in the State of Nevada on November 10, 2010. The Company designs and assembles motorsport racing vehicles for its own use, and plans to compete in organized racing events. The Company has currently only conducted limited activities and is considered to be in the development stage.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.

Property and equipment

Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life.

Revenue recognition

Revenue is recognized on an accrual basis as earned under contract terms.

Advertising costs

Advertising costs are expensed as incurred.

Income tax

The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

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Note 1. Organization, Operations And Summary of Significant Accounting Policies (Continued):

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Financial Instruments

The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheets, approximates fair value.

Long-Lived Assets

In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.

Stock based compensation

The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Safe Harbor for Forward-Looking Statements

When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, operating results, and financial position.  Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual result may differ materially from those included within the forward-looking statements as a result of various factors.  Such factors are discussed under the “Item 2.  Management’s Discussion and Analysis of Financial Condition or Plan of Operations,” and also include general economic factors and conditions that may directly or indirectly impact the Company’s financial condition or results of operations.

Business of the Company

The Company was incorporated in the State of Nevada on November 10, 2010 as GB Race Leasing, Inc. The name was changed to SSTL, Inc. on April 14, 2011.  We are a developmental stage motorsports equipment leasing company that intends to offer to lease custom built racing vehicles for use in the National Association for Stock Car Auto Racing ("NASCAR") "Camping World” truck racing series.  . Each vehicle consists of a chassis and a truck body, with no engine or transmission, (the vehicles are referred to in the motorsports industry as “Racing Trucks" or "Race Truck Chassis "). The vehicles are offered for lease to potential clients that compete exclusively in the NASCAR Camping World Truck Series (“NCWTS”) of sanctioned NASCAR oval track racing events at intermediate and superspeedway tracks.  We intend to offer to lease our vehicles to qualified companies and individuals for their use in racing competitions in the United States.

Our revenue is and is expected to be generated from leasing of race truck chassis and our RV to motorsports organizations competing in the NASACAR Camping World Truck Series. To date, all of our revenues have been from Pro-Driver Development, Inc., a corporation which is controlled by Mr. Steven Urvan. Mr. Urvan owns a majority interest in GB Investments, Inc., which owns approximately sixty six percent (66%) of our outstanding common stock    Pro-Driver provides funding, development and training to inexperienced race drivers specifically for NASCAR sanctioned racing.  Mr. Urvan is also the majority shareholder of GB Investments, Inc.  

We intend to offer to lease our Racing Truck Chassis on a short term basis, usually from 7 to 10 days. Our Racing Trucks comply with NASCAR rules (the "Rules"). The Rules are established in an annual rule book published by NASCAR.

The Rules provide that each team that intends to compete in a sanctioned NASCAR event must have their competition racing trucks pass a complete technical inspection that is completed by NASCAR racing officials. The Rules specify the weight of vehicle, engine size, engine RPM limits, tire size and templates for body specifications, certain limits and other technical specifications.

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Technical inspection is commenced by NASCAR before the first practice session of each race event.  No competitor can enter the race track for practice without having completed a pre-practice technical inspection and having received a NASCAR official distributed practice decal, which is then attached to the front windshield of the race truck.  A second technical inspection is required before the main qualifying event for the racing event.

We believe that our Racing Truck Chassis are in full compliance with NASCAR Rules.  Our Racing Truck Chassis have previously been inspected and approved in race day directed NASCAR pre-practice technical and pre-qualifying NASCAR mandated inspections.

Our lessees must supply and install their own engines transmissions, driver seats and racing tires.  Our Racing Trucks are designed to race at ½ mile oval tracks, intermediate distance oval tracks (1 mile to 1.5 mile) and "superspeedway" tracks, such as those tracks located at Daytona, Florida and Talladega, Alabama.

Engines for use in our Racing Trucks are available to be leased from independent engine builders and lessors on a per race basis, or certain engines may be purchased from independent engine suppliers. We do not lease or offer to sell engines.

NASCAR is the only professional sanctioning body that conducts races in which our Racing Trucks complete.  NASCAR was established in 1948 to organize, sanction, and sponsor professional race events in automobile oval track and road course racing in North America.  NASCAR is a separate and distinct entity from us and we do not have any formal contractual arrangements with NASCAR. 

On February 15, 2011, the Company acquired seven (7) customized NASCAR Racing Trucks from GB Investments, Inc.  Each of the Racing Trucks we acquired conforms to the rules of NASCAR and is eligible to compete in the NASCAR Camping World Truck Series.  The total purchase price for the seven (7) Racing Trucks was $140,000 USD.  We issued a total of 4,666,667 shares of our common stock valued at $.03 per share to GB Investments, Inc. as payment for the Racing Trucks.

Additionally on February 15, 2011, we acquired a motor coach ("RV") for a purchase price of   $150,000 from GB Investments, Inc.  We issued a total of 5,000,000 shares of our common stock valued at $.03 per share to GB Investments, Inc. as payment for the RV.

The Company intends to lease the RV as part of a "leasing package" which includes our Racing Trucks and the RV.  We believe that offering the RV is desirable to potential lessees for the following reasons:

o The RV will provide overnight accommodations for lessee's personnel at less than the cost of  lodging at a hotel or motel;

o The RV can be located on the grounds of the racing event, thereby saving time and expense of lessees personnel transportation between the lodging point and the track;

o Lessee’s personnel can travel to the event in the RV thereby saving on transportation costs.

We may attempt to acquire additional new or used Race Truck Chassis if our business grows and there is demand for more equipment than we have available.  However, there can be no assurance that we will have available the necessary finances to acquire additional Race Truck Chassis, or even if we have the financial resources, that we will be able to obtain additional Race Truck Chassis at acceptable cost.

We intend to lease our Race Truck Chassis for any NASCAR Camping World Series events that are held at an approved track on the NASCAR race or test schedule(s).  Our Race Truck Chassis and related transportation equipment such as our RV are also for rent for use on testing and practice days at various tracks and circuits.

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Marketing of our Race Truck Chassis was conducted by Jason White, our former CEO, through March 4, 2013 directly with potential lessees.  We are currently seeking to hire a marketing and sales person to provide the services formerly provided by Jason White. In addition, we intend to advertise the availability of our Race Truck Chassis in trade magazines and other trade periodicals.

Terms of Our Rental Agreement

As a condition to leasing our Race Truck Chassis or related equipment, potential lessees must provide us with evidence of their credit worthiness and ability to fulfill the leasing agreement, as well as the names of the drivers and ancillary personnel.  We will determine from this information whether we will lease our Race Truck Chassis to the potential lessee.

Our Race Truck Chassis can lease for $7,500 per event or can be leased on a flat rate plan to be negotiated by the Company with the potential lessee.  Our flat rate plan would include the use of the Race Truck Chassis over a set period of time for use in racing in multiple events for a specified type of racing track (superspeedway versus short track)  as well as for use in promotional and non-competition events.

Under the flat rate plan, our Company will be able eliminate individual event preparation costs and race to race minor repair costs, by passing these costs to the lessee under a flat rate plan. We anticipate that lessees under a Flat Rate Plan will receive an approximate 20% reduction in price from our usual per race event option.

Our lease agreement stipulates the race and race track in which the truck is used, the make of the truck and the body design, and the amount of damage the renter is responsible for.  We take responsibility for minor crash damage that occurs in a given event to a limit of $500 in labor and parts.  Any damage in excess of this amount is the responsibility of the renter.  The Company determines the extent of the damage and the costs to repair the damage.  In certain instances, special insurance can be obtained private party to insure the Race Truck Chassis against loss.

Our Race Truck Chassis and related equipment are managed from a facility in Mooresville, North Carolina.

Three Months Ended June 30, 2013 Compared to Three Months Ended June 30, 2012

Revenues

Total revenues for the three months ended June 30, 2013 were $15,000 compared to $30,000 for the same period ending June 30, 2012, representing a decrease from the same period in 2012.  The decrease in revenue for the quarter was due to a decrease in racing truck leasing revenue for the quarter in the NASCAR Camping World Truck Series.  

Total Revenues

There were no costs of revenues for the three months ended June 30, 2013 or the three months ended June 30, 2012.

Operating Expenses

Operating expenses for the three months ended June 30, 2013 were $27,141 compared to $43,579 for the same period ended June 30, 2012, a decrease of $16,438.  The decrease was due to a decrease in general and administrative and depreciation and amortization expenses.   Depreciation and amortization expenses for the three months ended June 30, 2013 was $16,250; compared to $21,250, a difference of $5,000 for the same period in 2012. 

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Interest and Financing Costs

Interest and financing costs for the three months ended June 30, 2013 were   ($4,812) or 32% of revenue compared to ($4,363) or with 14.5% of revenue for the period ended June 30, 2012.  The increase for the three months period ended June 30, 2013 as compared to the same period in 2012 was due to an increase in the indebtedness of the Company.

Other Non-operating Income

The Company had non-operating income for the three months ended June 30, 2013 of zero compared to zero for the same period in 2012.  

Net Loss

Net loss for the three months ended June 30, 2013 was $(16,953) compared to $(17,942) for the same period ended June 30, 2012, an improvement of $989.  The decrease in the net loss for this period in 2012 is due to a decrease in general and administrative expenses for the quarter.      

Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012

Revenues

Total revenues for the six months ended June 30, 2013 were $30,000 compared to $30,000 for the same period ending June 30, 2012, representing non change from the same period in 2012.

Cost of Revenues

There were no costs of revenues for the six months ended June 30, 2013 or the six months ended June 30, 2012.

Operating Expenses

Operating expenses for the six months ended June 30, 2013 were $56,757 compared to $123,264 for a decrease of $66,507 for the same period ended June 30, 2012.  The decrease was due to an overall decrease in general and administrative costs. Depreciation and amortization expenses for the six months ended June 30, 2013 was $32,500 compared to $42,500 for the same period in 2012.

Interest and Financing Costs

Interest and financing costs for the six months ended June 30, 2013 were $(9,625) compared to $(8,746) for the period ended June 30, 2012.  The increase for the six months period ended June 30, 2013 as compared to the same period in 2012 was due to an increase in indebtedness in the Company.

Other Non-operating Income

The Company had non-operating income for the six months ended June 30, 2013 of $16,555 compared to $0 the same for the same period in 2012.  The non operating income in 2013 was the result of a gain on the sale of assets.

Net Loss

Net loss for the six months ended June 30, 2013 was $(19,827) compared to $(102,010) for the same period ended June 30, 2012. The decrease in the net loss for this period in 2013 is due to a decrease general and administrative expenses.  

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LIQUIDITY AND CAPITAL RESOURCES

Cash

Our primary source of liquidity is cash provided by operating, investing, and financing activities. Net cash provided in operations for the six months ended June 30, 2013 was $(12,559) as compared to $(41,326) for the same period ended June 30, 2012.     

Liquidity

The accompanying consolidated financial statements have been prepared assuming that the company will continue as a going concern. The Company incurred a net loss of $(19,827) for the six months ended June 30, 2013 and generated $(12,559) in cash for the period.  These matters raise substantial doubt about the Company’s ability to continue as a going concern. (See “Stockholders Matters” below) 

The Company’s current source of cash is capital raised for its operations and proceeds from the sale of its common stock.  The Company will continue to explore other sources of capital to expand and fund its current operations.

Cash Flows for the Six Months Ended June 30, 2013.

Operating activities for the six months ended June 30, 2013 produced $(12,559) in cash.  As of June 30, 2013 accounts payable decreased to $nil compared to $3,302 for the same period in 2012.   Depreciation and amortization expenses for the six months ended June 30, 2013 totaled $32,500 and $42,500 for the same period in 2012. 

Net cash provided by investing activities was $41,000 for the six months ended June 30, 2013 due to the sale of certain assets compared to $nil for 2012.

Net cash provided by financing activities was $nil for the six months ended June 30, 2013, compared to $65,000 for the same period of 2012.  

Stockholder Matters

Stockholder’s equity was $(53,376) on June 30, 2013 compared to $(33,549) for the same period in 2012, a difference of $(19,827). 

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company,” we are not required to provide the information under this Item 3.

ITEM 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) required by Securities Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer/Chief Financial Officer has concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.

(b) Changes in internal controls. There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or material pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None. 

ITEM 6.Exhibits.

Exhibit Number	Description of Exhibit
31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of the Principal Executive Officer pursuant to U.S.C. pursuant to Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of the Principal Financial Officer pursuant to U.S.C. pursuant to Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document*
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document*

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Date: August  8, 2013	/s/ Susan Lokey
	Name: Jason white
	Title: President and Chief Executive Officer

Date: August 8, 2013	/s/ Susan Lokey
	Name:  Susan Lokey,
	Title: Chief Financial  and Accounting Officer

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