(X)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarter period ended June 30, 2015
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( )
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
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For the transition period form to
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Commission File number
000-53983
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4Cable TV International, Inc.
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Nevada
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80-0955951
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(State of other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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1248 Highway 501 Business Conway, South Carolina 29526
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(Address of principal executive offices)
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1-843-347-4933
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(Registrant’s telephone number, including area code)
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N/A
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(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Page
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PART I.
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FINANCIAL INFORMATION
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ITEM 1.
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Unaudited Consolidated Financial Statements
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Unaudited Consolidated Balance Sheets as of March 31,2015 and December 31, 2014
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3
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Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2015 and 2014
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4
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Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014
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5
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Notes to the Unaudited Consolidated Financial Statements
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6
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ITEM 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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18
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ITEM 3.
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Quantitative and Qualitative Disclosures about Market Risk
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20
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ITEM 4.
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Controls and Procedures
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20
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PART II.
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OTHER INFORMATION
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21
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ITEM 1.
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Legal Proceedings
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21
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ITEM 1A.
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Risk Factors
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21
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ITEM 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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21
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ITEM 3.
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Defaults Upon Senior Securities
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21
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ITEM 4.
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Mine Safety Disclosures
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21
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ITEM 5.
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Other Information
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21
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ITEM 6.
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Exhibits
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22
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SIGNATURES
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22
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Three Months Ended June 30,
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Six Months Ended June 30,
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|||||||||||||||
2015
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2014
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2015
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2014
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|||||||||||||
Net sales
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$ | 99,833 | $ | 241,239 | $ | 212,123 | $ | 480,558 | ||||||||
Cost of goods sold
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77,679 | 107,091 | 181,248 | 395,085 | ||||||||||||
Gross profit
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22,154 | 134,148 | 30,875 | 85,473 | ||||||||||||
Operating costs and expenses
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||||||||||||||||
Selling, general and administrative
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229,157 | 111,610 | 472,161 | 236,499 | ||||||||||||
Research and development
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11,632 | 16,413 | 28,023 | 30,847 | ||||||||||||
Total operating costs and expenses
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240,789 | 128,023 | 500,184 | 267,346 | ||||||||||||
Operating income loss
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(218,635 | ) | 6,125 | (469,309 | ) | (181,873 | ) | |||||||||
Other income (expense)
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||||||||||||||||
Interest expense
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(105,098 | ) | (29,109 | ) | (214,731 | ) | (58,201 | ) | ||||||||
Unrealized gain on change in fair value of derivatives
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(1,812,699 | ) | - | (1,630,919 | ) | - | ||||||||||
Total other income (expense)
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(1,917,797 | (29,109 | ) | (1,845,650 | ) | (58,201 | ) | |||||||||
Net loss
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$ | (2,136,432 | ) | $ | (22,984 | ) | $ | (2,314,959 | ) | $ | (240,074 | ) | ||||
Net loss per common share – basic and diluted
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$ | (0.04 | ) | $ | (0.00 | ) | $ | (0.05 | ) | $ | (0.01 | ) | ||||
Weighted average common shares outstanding – basic and diluted
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52,186,871 | 45,050,000 | 50,745,519 | 45,050,000 | ||||||||||||
June 30, 2015
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June 30, 2014
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|||||||
Cash flows from operating activities
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||||||||
Net loss
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$ | (2,314,959 | ) | $ | (240,074 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||
Depreciation and amortization
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19,945 | 17,399 | ||||||
Amortization of debt discount
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154,729 | 3,500 | ||||||
Stock issued for services
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9,200 | - | ||||||
Stock-based compensation
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107,286 | 21,280 | ||||||
Unrealized loss in change in fair value of derivatives
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1,630,919 | - | ||||||
Changes in operating assets and liabilities:
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||||||||
Accounts receivable
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(1,822 | ) | (15,135 | ) | ||||
Inventories
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11,532 | (53,954 | ) | |||||
Prepaid expenses and other current assets
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5,178 | (244 | ) | |||||
Accounts payable and accrued liabilities
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72,449 | 13,418 | ||||||
Related party payables
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- | 26,665 | ||||||
Net cash used in operating activities
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(305,543 | ) | (227,145 | ) | ||||
Cash flows from investing activities
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||||||||
Purchase of property, plant and equipment
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(4,957 | ) | (8,494 | ) | ||||
Net cash used in investing activities
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(4,957 | ) | (8,494 | ) | ||||
Cash flows from financing activities
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||||||||
Payments of capital lease obligations
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(17,850 | ) | (22,761 | ) | ||||
Proceeds from sale of stock
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- | 159,000 | ||||||
Proceeds from notes payable
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150,000 | 97,705 | ||||||
Payments on notes payable
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(34,966 | ) | (73,537 | ) | ||||
Proceeds from convertible debt
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167,500 | - | ||||||
Proceeds from related party debt
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18,731 | 419 | ||||||
Payment on related party debt
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(18,922 | ) | (930 | ) | ||||
Capital contributions
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- | 63,998 | ||||||
Net cash provided by financing activities
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264,493 | 223,894 | ||||||
Net increase (decrease) in cash
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(46,007 | ) | (11,745 | ) | ||||
Cash, beginning of period
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30,734 | 21,928 | ||||||
Cash, end of period
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$ | (9,273 | ) | $ | 10,183 | |||
SUPPLEMENTAL CASH FLOW DISCLOSURES
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||||||||
Cash paid for:
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Income taxes
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$ | - | $ | - | ||||
Interest
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$ | 60,179 | $ | 29,109 | ||||
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•
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Impairment, useful lives and salvage values of our machinery and equipment
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•
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Reserve for excess and obsolete inventory
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•
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Loss contingencies
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•
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Allowance for doubtful accounts
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•
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Derivative liabilities
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Machinery and equipment including capitalized leased equipment
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5 to 7 years
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Buildings including capitalized leased buildings
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27.5 years
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2015
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2014
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|||||||
Stock options
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7,750,000 | - | ||||||
Warrants
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1,750,000 | - | ||||||
Convertible debt
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162,318,334 | 200,000 | ||||||
Total
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171,818,334 | 200,000 |
June 30, 2015
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December 31, 2014
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|||||||
Inventories
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$ | 289,000 | $ | 302,000 | ||||
Less: Excess and obsolete reserve
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(23,000 | ) | (24,000 | ) | ||||
Inventories, net
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$ | 266,000 | $ | 278,000 |
June 30,
2015
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December 31,
2014
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Capital lease – building
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$ | 297,000 | $ | 297,000 | ||||
Capital lease – equipment
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81,000 | 81,000 | ||||||
Computer equipment
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11,000 | 9,000 | ||||||
Machinery and tools
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137,000 | 137,000 | ||||||
Office equipment
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4,000 | 4,000 | ||||||
Test equipment
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102,000 | 99,000 | ||||||
Subtotal
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632,000 | 627,000 | ||||||
Accumulated depreciation
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(260,000 | ) | (240,000 | ) | ||||
Total property, plant and equipment
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$ | 372,000 | $ | 387,000 |
June 30,
2015
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December 31,
2014
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|||||||
Superior Finance, interest at 4.5%, repay at $62 per month, due May 2017, guaranteed by shareholder
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$ | 1,000 | $ | 2,000 | ||||
Current Electronics, zero interest, repay at $500 per month, paid in full
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- | 1,000 | ||||||
EBF Partners, original principal of $50,000, interest at 15%, payments of $540 per day, paid in full
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- | 17,000 | ||||||
Strategic Funding, original principal of $60,000, interest at 11%, payments of $567 per day, paid in full
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- | 1,000 | ||||||
IOU Central, original principal of $18,000, interest at 15%, payments of $1,894 per month, paid in full
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- | 1,000 | ||||||
On-Deck, interest at 36% per annum, repay at $540 per day for 378 days, due July 22, 2016
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124,000 | - | ||||||
Third party loans, interest range at 0% to 24%, various terms
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106,000 | 130,000 | ||||||
Loan from individual, interest at 15%, payments of interest only monthly, due July 10, 2015 (a)
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25,000 | 25,000 | ||||||
Total notes payable
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256,000 | 177,000 | ||||||
Current portion of notes payable
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(255,000 | ) | (176,000 | ) | ||||
Long-term portion of notes payable
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$ | 1,000 | $ | 1,000 |
(a)
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In the event the note is not paid in full on or before the due date, the Company will be required to issue 2,500,000 shares of the Company’s common stock to the lender.
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June 30, 2015
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December 31, 2014
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Convertible note, dated December 13, 2013, bearing interest at 15% per annum, matures December 1, 2014, and convertible into shares of common stock at $0.12 per share, in default
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$ | 50,000 | $ | 50,000 | ||||
Convertible note, dated October 24, 2014, bearing interest at 8% per annum, matures November 24, 2015, and convertible into shares of common stock at a variable conversion price
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50,000 | 88,000 | ||||||
Convertible note, dated November 17, 2014, bearing interest at 8% per annum, matures August 19, 2015, and convertible into shares of common stock at a variable conversion price
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10,000 | 54,000 | ||||||
Convertible note, dated November 19, 2014, bearing interest at 12% per annum, matures November 15, 2016, and convertible into shares of common stock at a variable conversion price
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55,000 | 55,000 | ||||||
Convertible note, dated December 5, 2014, bearing interest at 8% per annum, matures December 5, 2015, and convertible into shares of common stock at a variable conversion price
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58,000 | 66,000 | ||||||
Convertible note, dated January 5, 2015, bearing interest at 8% per annum, matures September 30, 2015, and convertible into shares of common stock at a variable conversion price
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54,000 | - | ||||||
Convertible note, dated January 23, 2015, bearing interest at 8% per annum, matures January 23, 2016, and convertible into shares of common stock at a variable conversion price
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26,000 | - | ||||||
Convertible note, dated January 30, 2015, bearing interest at 8% per annum, matures October 30, 2015, and convertible into shares of common stock at a variable conversion price
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56,000 | - | ||||||
Convertible note, dated January 30, 2015, bearing interest at 8% per annum, matures October 30, 2015, and convertible into shares of common stock at a variable conversion price
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32,000 | - | ||||||
Less: debt discount
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(294,000 | ) | (252,000 | ) | ||||
Convertible debt, net
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97,000 | 61,000 | ||||||
Less: current portion
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(86,000 | ) | (54,000 | ) | ||||
Long-term portion
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$ | 11,000 | $ | 7,000 |
June 30, 2015
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December 31, 2014
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|||||||
Shares of common stock issuable upon exercise of debt
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162,318,334 | 3,559,295 | ||||||
Estimated market value of the common stock on measurement date
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$ | 0.0169 | $ | 0.085 | ||||
Exercise price
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$ | 0.002 | $ | 0.04 – 0.12 | ||||
Risk free interest rate (1)
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0.27% - 0.54 | % | 0.25% - 0.67 | % | ||||
Expected dividend yield
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0 | % | 0 | % | ||||
Expected volatility (2)
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115 | % | 196 | % | ||||
Expected exercise term in years
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0.14 – 1.38 | 0.63 - 1.89 | ||||||
Fair value of debt derivative liability (rounded to nearest thousand)
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$ | 2,133,000 | $ | 290,000 |
(1)
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The risk-free interest rate was determined by management using the one year and two year Treasury bill yield as of December 31, 2014 and June 30, 2015.
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(2)
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The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have sufficient trade history to determine our historical volatility.
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June 30,
2015
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December 31,
2014
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|||||||
Shares of common stock issuable upon exercise of debt
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1,750,000 | 875,000 | ||||||
Estimated market value of common stock on measurement date
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$ | 0.017 | $ | 0.085 | ||||
Exercise price
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$ | 0.05 | $ | 0.100 | ||||
Risk free interest rate (1)
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0.89 | % | 1.10 | % | ||||
Expected dividend yield
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0.00 | % | 0.00 | % | ||||
Expected volatility (2)
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115 | % | 196 | % | ||||
Expected exercise term in years
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2.32 | 2.84 | ||||||
Fair value of warrants derivative liability (rounded to the nearest thousand)
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$ | 5,000 | $ | 62,000 |
Fair Value Measurements at June 30, 2015
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||||
Quoted Prices in Active Markets for Identical Assets
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Significant Other Observable Inputs
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Significant Unobservable Inputs
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Total Carrying Value
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(Level 1)
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(Level 2)
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(Level 3)
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Derivative liability - debt
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$ -
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$ -
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$ 2,118,000
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$ 280,000
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Derivative liability – warrants
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-
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-
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5,000
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41,000
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Total
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-
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-
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2,133,000
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321,000
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Less: current portion
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-
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-
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(1.883,000)
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(269,000)
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Long-term portion
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$ -
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$ -
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$ 250,000
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$ 52,000
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Fair Value Measurements at December 31, 2014
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||||
Quoted Prices in Active Markets for Identical Assets
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Significant Other Observable Inputs
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Significant Unobservable Inputs
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Total Carrying Value
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(Level 1)
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(Level 2)
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(Level 3)
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||
Derivative liability - debt
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$ -
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$ -
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$ 290,000
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$ 290,000
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Derivative liability – warrants
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-
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-
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62,000
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62,000
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Total
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-
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-
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352,000
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352,000
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Less: current portion
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-
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-
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(284,000)
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(284,000)
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Long-term portion
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$ -
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$ -
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$ 68,000
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$ 68,000
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December 31, 2014
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Additions
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Decrease in Fair Value of Derivative Liability
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June 30,
2015
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|||||||||||||
Derivative liability - debt
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$ | 290,000 | $ | 151,000 | $ | 1,677,000 | $ | 2,118,000 | ||||||||
Derivative liability - warrants
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62,000 | - | (21,000 | ) | 5,000 | |||||||||||
352,000 | $ | 151,000 | $ | 1,656,000 | 2,133,000 | |||||||||||
Less: current portion
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(284,000 | ) | (1,883,000 | ) | ||||||||||||
Long-term portion
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$ | 68,000 | $ | 250,000 |
June 30,
2015
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December 31,
2014
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|||||||
December 31, 2014
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$ | 352,000 | $ | - | ||||
Additions
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151,000 | 235,000 | ||||||
Unrealized loss (gain)
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1,739,000 | 117,000 | ||||||
Settlements
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(109,000 | ) | - | |||||
Transfers
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- | - | ||||||
June 30, 2015
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$ | 2,133,000 | $ | 352,000 | ||||
Change in unrealized loss (gain) included in earnings related to derivatives still held as of June 30, 2015 and December 31, 2014
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$ | 1,639,000 | $ | 117,000 |
June 30, 2015
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December 31, 2014
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|||||||
Capital lease – building #1, interest at 6.25% , payments of $1,485 per month, final payment due December 1, 2031
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$ | 183,000 | $ | 186,000 | ||||
Capital lease – building #2, interest at 6.00% , payments of $910 per month, final payment due October 7, 2023
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71,000 | 75,000 | ||||||
Capital leases – equipment, interest at 36%, payments of $3,630 per month, terms 1-3 years
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23,000 | 33,000 | ||||||
Total capital lease obligations
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277,000 | 294,000 | ||||||
Current portion of capital lease obligations
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(31,000 | ) | (34,000 | ) | ||||
Long-term portion of capital lease obligations
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$ | 246,000 | $ | 260,000 |
Number of Shares
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Weighted Average Exercise Price
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Weighted Average Remaining Contract Term (Years)
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||||||||||
Outstanding at December 31, 2014
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7,350,000
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$
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0.10
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|||||||||
Granted
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400,000
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0.10
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||||||||||
Exercised
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-
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-
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||||||||||
Cancelled
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-
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-
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||||||||||
Outstanding at June 30, 2015
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7,750,000
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$
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0.10
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9.21
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||||||||
Exercisable at June 30, 2015
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-
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$
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-
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-
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i)
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We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.
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ii)
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We do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over our financial statements.
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iii)
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We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud-related risks and the risks related to non-routine transactions, if any, on our internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness.
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iv)
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We lack personnel with formal training to properly analyze and record complex transactions in accordance with U.S. GAAP.
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v)
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We have not achieved the optimal level of segregation of duties relative to key financial reporting functions.
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Exhibit No. | Description | |
2.1
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Share Exchange Agreement, dated April 4, 2013 (incorporated by reference from registrant’s Current Report on Form 8-K filed on April 8,2013)
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3.1
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Articles of Incorporation (incorporated by reference from registrant’s Quarterly report on Form 10-Q filed on August 19, 2013
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3.2
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Bylaws (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 22, 2008
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31.1
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Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)
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31.2
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Rule 13a-14(d)/15d-14(d) Certification (Principal Financial Officer)
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32
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Section 1350 Certifications
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101*
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Interactive data files pursuant to Rule 405 of Regulation S-T
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Footnotes to Exhibits Index:
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* Pursuant to Rule 406T of Regulation S-T, these interactive data files 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 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
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4CABLE TV INTERNATIONAL INC.
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(Registrant)
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Date: August 19, 2015
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/s/ Steve Richey
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Steve Richey
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Chief Executive Officer and President
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(Principal Executive Officer)
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1. I have reviewed this quarterly report on Form 10-Q of 4Cable TV International Inc.;
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2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have;
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(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
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(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date: August 19, 2015
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By:
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/S/ STEVE RICHEY
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Name:
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Steve Richey
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||
Title:
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Chief Executive Officer and President
(Principal Executive Officer)
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1. I have reviewed this quarterly report on Form 10-Q of 4Cable TV International Inc.;
|
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2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
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4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d -15(f)) for the registrant and have;
|
|
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
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(b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date: August 19, 2015
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By:
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/S/ STEVE RICHEY
|
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Name:
|
Steve Richey
|
||
Title:
|
Interim Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
1.
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The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934, as amended; and
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2.
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
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Date:
|
August 19, 2015
|
By:
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/s/ STEVE RICHEY
|
Name:
|
Steve Richey
|
||
Title:
|
Chief Executive Officer and President
(Principal Executive Officer)
|
||
Date:
|
August 19, 2015
|
By:
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/s/ ROSS DEMELLO
|
Name:
|
Ross DeMello
|
||
Title:
|
Interim Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|