Soellingen Advisory 10-Q 2015 Q2 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or [  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from __________ to __________. Commission file number 333-189007
Soellingen Advisory Group, Inc.
(Exact Name of Registrant as specified in its charter)
Florida	90-0954373
(State or jurisdiction of Incorporation or organization	(I.R.S Employer Identification No.)
777 South Flagler Drive, Suite 800, West Palm Beach FL  33401	33401
(Address of principal executive offices) Registrant’s telephone number, including area code	(Zip Code) (844)367-7244

Indicate by check mark whether the registrant (1) 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.  (x) Yes (__) 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).   (__) Yes (_x_) 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” “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  (_) Non-accelerated filer    (_) (Do not check if a smaller company)	Accelerated filer                    (_) Smaller reporting company (X)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes (__) No ( x ). The number of shares of the issuer’s common stock, par value $.0001 per share, outstanding as of October 22, 2015 was 20,736,846

EXPLANATORY NOTE

The Company removed their current auditor, Anton & Chia, LLP, on October 20, 2015.  During the time period that Anton & Chia was engaged as our independent registered public accounting firm, they have been unable to provide us with a review of the financial statements as required under the Statement of Auditing Standards 100, or SAS 100.

As a result of Anton & Chia’s removal, the unaudited interim financial information presented in this Form 10-Q has not been reviewed by an outside independent registered public accounting firm as required by the rules of the Securities and Exchange Commission.  As a result, this Form 10-Q is considered deficient and the Company continues not to be timely or current in its filings under the Securities Exchange Act of 1934, as amended.  While this filing does not comply with the requirements of Regulation S-X, and should not be interpreted to be a substitute for the review that would normally occur by the Company’s independent registered public accounting firm, the Company’s Audit Committee and management believe that the interim financial information presented herein fairly presents, in all material respects, the financial condition and results of operations of the Company as of the end of and for the referenced periods and may be relied upon.  Except for the absence of this review of the unaudited interim financial information discussed above, the Company believes this Form 10-Q fully complies with the requirements of the Exchange Act and the Company believes it is prudent to file this report with the SEC in spite of the current circumstances to provide the financial and other information set forth herein to its shareholders and other interested parties.

The Company has engaged Scott D. Salberg, CPA, CVA as its new independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ended December 31, 2015 and to re-audit the Company’s financial statements for the fiscal years ended December 31, 2014 and 2013.  Salberg has also been engaged to review the Company’s interim financial information for the three months ended March 31, 2015, the three and six months ended June 30, 2015, and for the subsequent interim periods.

The Chief Executive Officer and Chief Financial Officer believe, to the best of their knowledge, that the unaudited interim financial information presented herein accurately portrays the financial condition of the Company.  To that end, they have provided the certifications under Section 302 of the Sarbanes-Oxley Act of 2002.  Section 906 certification is omitted from this filing only because, as a result of the actions described above, the unaudited interim financial information presented herein has not been reviewed by an independent registered public accountant under SAS 100.  The Company believes that this report otherwise meets all of the qualifications of the Exchange Act and the rules and regulations thereunder governing the preparation and filings of periodic reports as referenced in the certifications.  Before the Company’s officers can make a Section 906 certification, our new auditor must complete their review of the unaudited interim financial information presented herein under SAS 100.  Once the SAS 100 review of this unaudited interim financial information and the unaudited financial information for applicable prior periods, the Company will file an amendment to this report with the Section 906 certification as soon as practicable.

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TABLE OF CONTENTS

		Page
Part I.  Financial Information
Item 1.	Condensed Consolidated Financial Statements.	4
	Condensed Consolidated Balance Sheets for the periods ending June 30, 2015 (unaudited) and December 31, 2014 (audited).	4
	Condensed Consolidated Statements of Operations for the three months ended June 30, 2015, June 30, 2014 (unaudited).	5
	Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2015 and June 30, 2014 (unaudited).	6
	Notes to Consolidated Financial Statements (unaudited).	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	18
Item 4.	Controls and Procedures.	18
Part II.  Other Information.
Item 1.	Legal Proceedings.	19
Item 1A	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	19
Item 3.	Defaults Upon Senior Securities.	19
Item 4.	Mine Safety Disclosure.	19
Item 5.	Other Information.	19
Item 6.	Exhibits.	19
Signatures		21

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Soellingen Advisory Group, Inc.
Consolidated Balance Sheets
			June 30,		December 31,
			2015		2014
			(unaudited)
ASSETS
Current Assets
	Cash	$	1,801	$	6,102
	Accounts receivable, net of allowance for
	doubtful accounts of $78,900- and $32,000, respectively		135,510		124,550
	Notes receivable, net of allowance of
	$76,125 and $76,125) and accrued interest of $--		65,375		65,479
	and $1,217, respectively
	Marketable securities available for sale		137,175		119,700
	Prepaid expenses		4,193		4,193
Total Current Assets			344,054		320,024
	Property and equipment, net of accumulated
	depreciation of $-- and $2,767, respectively		11,139		10,624
	Intangible assets, net of accumulated
	amortization of $--- and $4,146, respectively		6,767		8,950
	Investment in marketable securities, at cost		271,800		453,000
	Security deposits		10,441		10,441
	TOTAL ASSETS	$	644,201	$	803,039
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts payable	$	34,747	$	38,557
	Accrued expenses		397,886		306,346
	Deferred revenue and client deposits		—		185,084
	Due to related parties		30,512		22,675
	Note payable		79,983		59,750
Total Current Liabilities			543,148		612,412
	TOTAL LIABILITIES		543,148		612,412
	COMMITMENTS AND CONTINGENCIES
Stockholders' Equity
Preferred stock: 100,000,000 authorized; $0.0001 par value
	0 and 0 shares issued and outstanding, respectively		—		—
Common stock: 500,000,000 authorized; $0.0001 par value
	20,731,846 and 20,731,846 shares issued and outstanding, respectively		2,073		2,073
Additional paid in capital			343,661		341,162
Accumulated other comprehensive income (loss)			(84,966)		76,963
Accumulated deficit			(157,195)		(229,571)
Total Stockholders' Equity			103,573		190,627
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	646,701	$	803,039
See notes to unaudited financial statements

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Soellingen Advisory Group, Inc.
Consolidated Statements of Operations
(unaudited)
		For the Three Months Ended					For the Six Months Ended
		June 30,					June 30,
		2015		2014			2015		2014
					RESTATED				RESTATED
Revenues		$	38,300	$	223,740	$	217,180	$	326,208
Operating Expenses
	Selling and Marketing		-		6,306		3,675		7,728
	Professional fees		30,063		18,105		41,764		22,380
	General and administrative expense		11,553		101,902		63,105		189,762
	Depreciation and amortization		2,052		-		3,882		3,080
	Total operating expenses		43,668		126,313		112,426		222,950
Net Income from operations			(5,368)		140,003		104,754		133,258
Other income (expense)
	Interest income		-				1,113
	Interest expense		(1,658)		(2,584)		(3,131)
	Accrued Expenses								34,972
	Total other income (expense)		(1,658)		(2,584)		(2,018)		34,972
Net Income before taxes			(7,026)		137,419		102,736		168,230
	Income taxes		5,553		(51,800)		(30,360)		(64,100)
Net Income (Loss)		$	(1,473)	$	85,619	$	72,376	$	104,130
Other comprehensive income (loss)			770		32,183		(161,929)		31,708
Comprehensive Income (Loss)		$	(703)	$	117,802	$	(89,553)	$	135,838
Basic and diluted gain (loss) per share		$	(0.00)	$	0.01	$	(0.00)	$	0.01
Weighted average number of
	shares outstanding		20,731,846		20,595,274		20,731,846		20,554,941
See notes to unaudited financial statements

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Soellingen Advisory Group, Inc.
Consolidated Statements of Cash Flows
			For the Six Months Ended
			June 30,
			2015		2014
			(unaudited)		RESTATED
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)	$	63,576	$	104,130
	Other Comprehensive income (loss)
	Foreign currency translation gain (loss)		1,796		2,908
	Unrealized gain (loss) on marketable securities		(163,725)		28,800
	Comprehensive net income (loss)		(98,353)		135,828
	Adjustments to reconcile net loss to net cash
	provided by (used in) operating activities:
	Depreciation and amortization		3,882		3,080
	Stock-based compensation		(40,000)		(40,000)
	Amortization of deferred contract arrangement		49,950		49,950
	Amortization of rent contract		2,013		3,599
	Valuation allowance on marketable securities				—
	Unrealized (gain) loss on marketable securities				—
	Debt settlement in exchange for service
	Changes in operating assets and liabilities:
	(Increase) decrease in operating assets:
	Accounts receivable		(10,960)		(160,280)
	Marketable securities		(17,745)		(274,800)
	Notes receivable		104		—
	Prepaid expenses and other assets		(49,950)		7,188
	Increase (decrease) in operating liabilities:
	Accounts payable		(3,810)		5,141
	Accrued expenses		100,826		131,700
	Deferred revenue and customer deposits		(185,084)		91,130
	Related party advances		5,337		1,500
	Net Cash (used in) provided by operating activities		(243,790)		(46,484)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of property and equipment		(2,214)		(13,391)
	Acquisition of intangible assets		181,200		(2,625)
	Net Cash Used in Investing Activities		178,986		(16,016)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Issuance of common stock		60,233		67,500
	Repayment of loan(s)
	Net Cash provided by financing activates		60,233		67,500
Net change in cash and cash equivalents			(4,571)		5.000
Cash, beginning of period			6,102		5,948
Cash, end of period		$	1,531	$	10,948
Supplemental cash flow information
	Cash paid for interest	$	—	$	—
	Cash paid for taxes	$	—	$	—
Non-cash transactions:
	Accounts payable settled in exchange for common stock	$	—	$	13,310
	Note payable exchanged for referral fee	$	—	$	---
See notes to unaudited financial statements

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SOELLINGEN ADVISORY GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. NATURE OF BUSINESS

Soellingen Advisory Group, Inc. (“The Company” or “SAGI”) was incorporated in the State of Florida as a for-profit Company on March 28, 2013.  The Company was formed to provide consulting services financial, operational, managerial and strategic financial advice to entrepreneurs, small and mid-sized companies, as well as, not-for-profit organizations, and government agencies.  The target industries are subject to constant change due to market trends, thereby making it extremely competitive. The business management and financing environment is complex, because several target segments are heavily regulated by both federal and state governments. SAGI’s approach assists general business operations with the growth and development, international expansion and marketing aspects of their business, allowing our potential customers to focus on the business aspects of operations. By using the services provided by SAGI, our clients are free to focus on compliance with regulations within their industry, and to complete their primary business goals.

The Company is headquartered in West Palm Beach, Florida.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America 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 yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating and required capital expenditures until it becomes profitable to on an ongoing basis.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional qualified personnel and capital resources.  Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses and capital requirements.  However, management cannot provide any assurance that the Company will be successful in accomplishing its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company.  In addition, profitability will ultimately depend upon the level of revenues received from business operations.  However, there is no assurance that the Company will attain continued profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of Soellingen Advisory Group, Inc., and its wholly owned Canadian subsidiary, Soellingen (Canada) Inc.  All intercompany accounts and transactions have been eliminated in consolidation.

BASIS OF PRESENTATION AND USE OF ESTIMATES

The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Significant estimate include collectability of accounts receivable and allowances thereon, valuation of marketable securities, intangible asset lives and valuations of stock based compensation. Actual results could differ from those estimates.

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In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading.  The results of operations for such interim periods are not necessarily indicative of operations for a full year.

The unaudited interim financial information presented in this Form 10-Q has not been reviewed by an independent registered public accounting firm.  See the explanatory note at the beginning of the Form 10-Q for a further description.  As a result, this Form 10-Q is considered deficient and the Company continues not to be timely or current in its filings under the Securities Exchange Act of 1934, as amended.  While this filing does not comply with the requirements of Regulation S-X, and should not be interpreted to be a substitute for the review that would normally occur by the Company’s independent registered public accounting firm, the Company’s management believes that the interim financial information presented herein fairly presents, in all material respects, the financial condition and results of operations of the Company as of the end of and for the referenced periods and may be relied upon.  Except for the absence of this review of the unaudited interim financial information discussed above and the omission of the 906 certification discussed in greater detail in the explanatory note, this Form 10-Q fully complies with the requirements of the Exchange Act and the Company believes it is prudent to file this report with the SEC in spite of the current circumstances to provide the financial and other information set forth herein to its shareholders and other interested parties.  Once we have retained a new independent registered public accounting firm and they have completed their SAS 100 review of this unaudited interim financial information and the unaudited financial information for applicable prior period, the Company will file an amendment to this Form 10-Q as soon as practicable.

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CASH FLOWS REPORTING

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

RELATED PARTIES

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.  Related party transactions are summarized in Note 7.

FINANCIAL INSTRUMENTS

The Company’s balance sheet includes financial instruments which are classified as accounts receivable, notes receivable, marketable securities, accounts payable, accrued expenses, deferred revenues and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

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ASC 820, Fair Value Measurements and Disclosures, 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 asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities
Level 2	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3	Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents.  Cash and cash equivalents totaled $1,801 at June 30, 2015 and $6,102 at December 31, 2014.

ACCOUNTS RECEIVABLE

The Company provides an allowance for uncollectible accounts based upon a periodic review and analysis of outstanding accounts receivable balances. Uncollectible receivables are charged to the allowance when deemed uncollectible. Recoveries of accounts previously written off are used to credit the allowance account in the periods in which the recoveries are made. Management periodically assess the need to reserve for uncollectible accounts.  As of June 30, 2015 and June 30, 2015, the allowance was $78,900 and $32,200, respectively.

CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade receivables and cash and cash equivalents. 

Concentration of credit risk with respect to trade receivables is generally diversified due to the number of entities comprising the Company's customer base and their dispersion across geographic areas principally within the United States. The Company routinely addresses the financial strength of its customers and, as a consequence, believes that its receivable credit risk exposure is limited.

The Company places its temporary cash investments with high credit quality financial institutions. At times, the Company may maintain bank account balances, which exceed FDIC limits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash. Management does not believe significant credit risk exists at June 30, 2015.

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INTANGIBLE ASSETS

The Company has applied the provisions of ASC topic 350 – Intangible – goodwill and other, in accounting for its intangible assets.  Intangible assets are being amortized by straight-line method on the basis of a useful life of 3 years, to begin upon the operational commencement.  Intangible assets consist of website development cost. In accordance with ASC 350-40-25, costs were expensed in planning and capitalized during development.

IMPAIRMENT OF LONG- LIVED ASSETS

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.  The assets are subject to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable.  When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-0 through 15-5, Impairment or Disposal of Long- Lived Assets.

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REVENUE RECOGNITION

The Company follows ASC 605, Revenue Recognition. The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

The Company derives revenue from consulting arrangements with clients.  Revenue is generated by hourly fee structure or fixed contract costs, based on expected time to complete, additionally, costs incurred may be billed, as defined by the contractual arrangements.  

ADVERTISING

Advertising costs are expensed as incurred.  There were no Advertising costs incurred for the period ending June 30, 2015 and 2014.

SHARE-BASED EXPENSE

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.  Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights.  Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees.  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

Share-based expense for the period ending June 30, 2015 and 2014 were $-0-.

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DEFERRED INCOME TAXES AND VALUATION ALLOWANCE

The Company accounts for income taxes under ASC 740, Income Taxes.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  No deferred tax assets or liabilities were recognized as of June 30, 2015.

FOREIGN CURRENCY TRANSLATIONS

The Company’s functional and reporting currency is the U.S. dollar. We own a subsidiary in Canada; transactions are made at the subsidiary level in both US and Canadian currency.  All transactions initiated in Canadian dollars are translated into U.S. dollars in accordance with ASC 830-30, “Translation of Financial Statements,” as follows:

(i)	Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.
(ii)	Fixed assets and equity transactions at historical exchange rates.
(iii)	Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss.  Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income.

Unrealized exchange losses/gains, in the amount of $770 and $(1,026) were recorded during the period ending June 30, 2015 and 2014, respectively.

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is calculated in accordance with ASC 260, “Earnings Per Share.”  The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share.  Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding.  Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at June 30, 2015 and June 30, 2015.  As of June 30, 2015, the Company had no dilutive potential common shares.

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RECENT ACCOUNTING PRONOUNCEMENTS

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

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NOTE 3.  RESTATEMENT

The Company considered revenue recognition policy in regards to the initial receipt of share based compensation from clients, received upon the signing of contractual service arrangements.  The Company recorded income for the fair value of the shares received as compensation.  The restatement is for the correction of the recognition policy, as it has been determined that the fair value of the shares received are to be recognized over the terms of the contractual agreement.   Additionally, the revenue produced was through services provided by our officers, whereby the fair market value of their services are recognized in the restatement.  Restatement is as follows:

For the period ending June 30, 2014
		Originally
		Reported		Adjustments	Restated
Revenues		$                    236,740	(a)	(13,000)	$                223,740
Operating Expenses		96,737			96,737
Net income (loss) from operations		140,003			127,003
	Other income (expense)	(2,584)			(2,584)
	Provision for income taxes	(51,800)	(b)	4,800	(47,000)
Net (income) loss		$                     85,619			$                  77,419
Other comprehensive income (loss)		32,183			32,183
Comprehensive Income		$                    117,802			$                 109,602
Adjustments:
(a)	Adjustment for valuations and deferred portion of shares received, per contract, ratably recognized over the length of the contract.
(b)	Adjustment for income tax expense, reduced from income to full allowance.

NOTE 4. INVESTMENTS IN MARKETABLE SECURITIES

The Company was issued equity securities for services rendered.  All investments are available for sale, or in the instances of restricted stock issues, are considered to be eligible for registration within a six month period; therefore, these investments are classified as held for trade as current assets on the Company’s balance sheet.  The Company has received shares in companies either through contract or the acceptance of shares in exchange for contracted services.  The Company’s investment portfolio consists of publicly traded companies or early stage companies, in the process of registration.   

	As of June 30, 2015 Fair Value Measuring Using
	Carrying Value		Level 1		Level 2		Level 3		Total
Investments in marketable securities, available for sale	$	137,175	$	137,175		-		-	$	137,135
Total	$	137,175	$	137,175		-		-	$	137.175

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The amortized cost and fair value of these investments were as follows:

		June 30, 2015
		Cost or Amortized Cost		Net Unrealized Gain (Loss)		Fair Value
Equity instruments	$	137,175	$	-0-	$	137,175

The changes in fair value of the investments were recorded as follows:

		June 30, 2015
Equity Securities
Fair value at beginning of period	$	119,700
Equities received, at fair value		---
Equities sold		---
Change in net unrealized gain (loss)		17,745
Fair value at end of period	$	137,175

The equity investments have been valued using level 1 inputs.  

The Company has received marketable securities from clients, in exchange for service, per contractual agreement.  Share received, which are not currently quoted on market exchange, as they are in process of registration, have been valued at the fair value of third party investors under regulation 506D, as filed.  The Company had recorded the shares at the fair value, as a long-term asset.  As of June 30, 2015 the value of these securities, at cost, were $271,800.

NOTE 5.  LONG LIVED ASSETS

PROPERTY AND EQUIPMENT

Property and equipment consists of:

		June 30, 2015		December 31, 2014
Furniture and office fixtures	$	13,523	$	11,309
Computer equipment		2,082		2,082
Total		15,605		13,391
Less accumulated depreciation		4,466		2,767
Property and equipment, net	$	11,139	$	10,624

The Company ratably expenses costs over the assets useful life, a 5-7 year period, on a straight-line basis. Depreciation for the three months ending June 30, 2015 and 2014 was $739 and $350, respectively.

INTANGIBLE PROPERTY

Intangible property consists of website development costs for the purpose of our on-line presence and marketing.  

		June 30, 2015		December 31, 2014
Website development costs	$	13,096	$	13,096
Less accumulated depreciation		6,329		4,146
Property and equipment, net	$	6,767	$	8,950

The Company amortizes costs over a three (3) year period, the useful life, on a straight-line basis. Amortization expense was $1,091 and $873 for the three month periods ending June 30, 2015 and 2014, respectively.  Future amortization will be $4,365 annually for the years 2015 through 2016.

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NOTE 6. PROMISSORY NOTE PAYABLE

Notes payable consisted of the following as of June 30, 2015:

New Opportunity Business Solutions, Inc. (“NOBS”), a non-related party for consulting services to the Company. SAGI is a client of NOBS and presently SAGI has made arrangements with NOBS to make reductions to the note in return for successful referrals of clients that retain NOBS. In June 2013 SAGI and NOBS formalized amounts payable to NOBS into a Promissory Note Payable, upon demand, at a stated 10% interest rate, for the original contracted amount of $199,800.  The note is as support for the consulting fee which was owed by SAGI but not paid as required. Accrued interest at June 30, 2015 and December 31, 2014 was $21,356 and $19,883, respectively.	$	59,750
Think Sharp, Inc., a non-related party issued for cash (in Canadian $ dollars) a Promissory Note, due upon demand, at a stated 12% interest rate. Accrued interest at June 30, 2015 and December 31, 2014 was $500.00 and $0.00, respectively.		CA$25,000
Total notes payable	$	59,750
Less current portion		(59,750)
Long-term portion	$	--

During the period ending June 30, 2014, the note was reduced by $40,000 for referrals, per agreement.  

NOTE 7. RELATED PARTY TRANSACTIONS

SHAREHOLDER ADVANCES

The Company's shareholders have pledged support to fund continuing operations; however there is no written commitment to this effect.  The Company may be dependent upon the continued support of these parties.  The Company’s officers and directors have supported the cash requirements to meet current obligations, either through loans or payments on behalf of the Company. As of June 30, 2015 and December 31, 2014, the Company owed the Officers $30,512 and $25,675, respectively. These advances are not evidenced by formalized notes, have no repayment terms, with no stated interest rate, and are considered due on demand.  

EQUITY TRANSACTIONS

On June 30, 2014 the Company issued 17,746 common shares to its officer and director in exchange for $13,310 of advances.  The shares issued were valued at $0.75 per share, the last traded price with unrelated third parties (fair market value); no gain or loss was recognized from this exchange.  

Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

OTHER

The Company does not have employment contracts with its key employees, including the officers of the Company.  On February 24, 2014, upon the hiring of our Chief Financial Officer, an employment contract was issued for an annual salary of $60,000 and included bonus and options, upon Board approval, based on the Company meeting corporate goals and milestones.  Upon signing, 100,000 shares of common stock were issued.  

The amounts and terms of the above and the transactions described below, may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

NOTE 8. INCOME TAXES

The Company accounts for income taxes under the liability method. Deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.  As of June 30, 2015, the Company has recorded a full valuation allowance.

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The Company is not currently open to audit under the statute of limitations by the Internal Revenue Service for any years, as the Company has completed its initial year.

NOTE 9. SHAREHOLDERS’ EQUITY

COMMON STOCK

On March 28, 2013 the Company, through approval of its Board of Directors, authorized common shares of 500,000,000 with a par value of $0.0001.  

PREFERRED STOCK

On April 16, 2013, the Board of Directors approved the amendment of the articles of incorporation to authorize, in addition to the common shares, 100,000,000 shares of $0.0001 par value preferred shares.

The Board of Directors is expressly vested with the authority to divide any or all of the 100,000,000 authorized preferred shares, $0.0001 par value, into series and to fix and determine the relative rights and preferences of the shares of each series.  The Board of Directors have not made any designation to any series of preferred shares.  As of June 30, 2015 there have been no preferred shares issued.

WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

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NOTE 10. COMMITMENTS AND CONTINGENCIES

On October 10, 2013, the Company entered into an office lease in Ottawa, Ontario commencing December 1, 2013 and term expiring November 30, 2018.  The lease terms allow for free rent periods, escalation in the annual fees and common area charges.  Future lease obligations, as of June 30:

2015	25,090
2016	33,455
2017	33,455
2018	30,667
Thereafter	-
	$           122,667

From time to time the Company may be a party to litigation matters involving claims against the Company.   Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

NOTE 13. SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date the financial statements were available to be issued, considered to be the date of filing with the Securities and Exchange Commission. Based on our evaluation no events have occurred requiring adjustment to or disclosure in the financial statements.

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors.  The management’s discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report.

Our Business Overview

Plan of Operation

Our plan of operation for the next twelve months will be to expand our client base. We market our consulting services to small and medium size businesses. As we continue to grow we will need to raise additional funds. We do anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. SAGI currently has eight (8) clients (who desire that their identities remain confidential) under contract providing the Company minimum monthly fees of approximately $25,000. SAGI provides corporate development consulting and international business development assistance for these companies looking to expand into international markets. The Company’s experience and expertise includes: Finance, Marketing, Business Development, Project Management, Operations Management, Strategic & Business Planning and Media/Marketing. We do not have need for the purchase of any property or equipment at this time. SAGI will not have any significant changes in the current number of employees.

Our CEO has agreed to continue to fund our operations as needed over the next 12 months until cash flows are sufficient to sustain operations.  Pursuant to the agreement it is binding on our CEO and he has agreed to only the return of his capital with no interest or other consideration. Thus far there has not been any need for funds provided by our CEO.  In addition, our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our Company’s securities after the completion of this offering.  We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933.  See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”

Results of Operations for the three months ended June 30, 2015 and June 30, 2014

Revenues

Revenues were $38,300 and $223,740 for the three months ended June 30, 2015 and June 30, 2014.  Total revenues were the result of the Company’s service agreements.  Under the terms of the service agreements the Company will provide consulting services for strategic business and financial planning. The Company invoices their respective clients monthly ranging from $2,500 to $6,500.  Each service agreement is for a twelve month period.

Operating Expenses

Total operating expenses for the three months ended June 30, 2015 and 2014 was $43,668 and $96.737, respectively.  The decrease in expenses is due to consulting and other compensation, which has been limited in the current period.  

Other Income and Expenses

For the three months ended June 30, 2015 and June 30, 2014, other expenses were primarily interest expense.  The Company has made arrangements with New Opportunity Business Solutions to make reductions to its note payable in return for successful referrals of entities that retain the services of New Opportunity Business Solutions.  During the three month period ending June 30, 2015 the Company has made no successful referrals to New Opportunity Business Solutions resulting.

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Financial Condition

Total assets were $644,201 at June 30, 2015.  The decrease in total assets was primarily due to accounts receivables and marketable equity securities which amounted to $408,975 or 64% of total assets.  Total liabilities were $543,148 as of June 30, 2015, all of which was currently due or on demand.  Total liabilities include a promissory note, payable upon demand, related to a consulting contract associated with the preparation of the S1 registration statement.  The balance on the promissory note was $59,750 or 12% of all liabilities.  The Company has a working capital deficit, defined by current assets less current liabilities, of $199,0--9489 as of June 30, 2015.    

Liquidity and Capital Resources

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.  

The Company has not generated any significant cash flows since operations commenced and has used $243,520 in operating activities.  Because of the absence of any significant positive cash flows from operations, the Company will require additional funding for continuing the development and marketing of services. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. We are presently able to meet our obligations as they come due.   

We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing.  However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability.  Our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our Company’s securities after the completion of this offering.  We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933.  See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”

We are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity.

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Capital Resources.

We had no material commitments for capital expenditures as of June 30, 2015.

Critical Accounting Policies

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows.  On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.

Principles of Consolidation - The accompanying consolidated financial statements include the accounts of Soellingen Advisory Group, Inc., and its wholly owned subsidiaries, Soellingen Canada, Inc., a Canadian subsidiary.  All intercompany accounts and transactions have been eliminated in consolidation.

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Use Of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the 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.

Financial Instruments - The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

Off-Balance Sheet Arrangements

We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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Item 4. Controls and Procedures.

(a)   

Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

With respect to the period ending June 30, 2015, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. 

Based upon our evaluation regarding the period ending June 30, 2015, the Company’s management, including its Principal Executive Officer and Principal Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.  Material weaknesses noted are lack of an audit committee, lack of a majority of outside directors on the board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and management is dominated by two individuals, without adequate compensating controls. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.  However, the Company’s management, including its Principal Executive Officer and Principal Financial Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

(b)

Changes in Internal Controls.

There have been no changes in the Company’s internal control over financial reporting during the period ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

For a full discussion of controls and procedures refer to Item 9A, Controls and Procedures, in our 2013 Annual Report on Form 10K.

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Part II.  Other Information

Item 1.  Legal Proceedings.

None.

Item 1A.  Risk Factors

We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

During the period ending June 30, 2015, the Company did not issue any unregistered shares of its common stock.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

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Item 5. Other Information.

None.

Item 6. Exhibits

Exhibit Number and Description				Location Reference
(a)	Financial Statements			Filed herewith
(b)	Exhibits required by Item 601, Regulation S-K;
	(3.0)	Articles of Incorporation
		(3.1)	Amended Articles of Incorporation filed with S-1 Registration Statement on May 31, 2013.	See Exhibit Key
		(3.2)	Bylaws filed with S-1 Registration Statement on May 31, 2013.	See Exhibit Key
	(10.0)	Material Contracts
		(10.1)	Consulting Agreement dated April 1, 2013 Filed with S-1 Registration Statement on May 31, 2013.	See Exhibit Key
	(11.0)	Statement re: computation of per share Earnings.		Note 2 to Financial statements
	(14.0)	Code of Ethics		See Exhibit Key
	(31.1)	Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith

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	(31.2)	Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
	(32.1)	Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
	(32.2)	Certification of Chief Financial Office pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
(101.INS)		XBRL Instance Document	Filed herewith
(101.SCH)		XBRL Taxonomy Ext. Schema Document	Filed herewith
(101.CAL)		XBRL Taxonomy Ext. Calculation Linkbase Document	Filed herewith
(101.DEF)		XBRL Taxonomy Ext. Definition Linkbase Document	Filed herewith
(101.LAB)		XBRL Taxonomy Ext. Label Linkbase Document	Filed herewith
(101.PRE)		XBRL Taxonomy Ext. Presentation Linkbase Document	Filed herewith

Exhibit Key
3.1	Incorporated by reference herein to the Company’s S-1 Registration Statement filed with the Securities and Exchange Commission on May 31, 2013.
3.2	Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on May 31, 2013.
10.1	Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on May 31, 2013.
14.0	Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on May 31, 2013.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SOELLINGEN ADVISORY GROUP, INC.

Name	Title	Date
/s/David Haig	Principal Executive Officer, Director	October 22, 2015
/s/ William D. Webb, Jr.	Principal Accounting Officer, Chief Financial Officer,	October 22, 2015

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