Omnitek Engineering Corp - Quarter Report: 2016 June (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

 

 (Exact name of Registrant as specified in its charter)

 

 (Address of principal executive offices, Zip Code)

 (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.  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 (Sec. 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 ☒   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 definitions of "large accelerated filer,"  "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

As of August 15, 2016, the Registrant had 20,281,082 shares of its no par value Common Stock outstanding.

 

 

TABLE OF CONTENTS
	Page
PART I - FINANCIAL INFORMATION
Item 1.       Financial Statements
Condensed Balance Sheets as of June 30, 2016 and December 31, 2015	2
Condensed Statements of Operations for the six months ended June 30, 2016 and June 30, 2015	3
Condensed Statements of Cash Flows for the six months ended June 30, 2016 and June 30, 2015	4
Notes to the Condensed Financial Statements	5
Item 2.       Management's Discussion and Analysis of the Financial Condition and Results of Operations	10
Item 3.       Quantitative and Qualitative Disclosures about Market Risk	14
Item 4.       Controls and Procedures	14
PART II - OTHER INFORMATION
Item 1.       Legal Proceedings	15
Item 1A.    Risk Factors	15
Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.       Defaults Upon Senior Securities	16
Item 5.       Other Information	16
Item 6.       Exhibits	16

PART I

FINANCIAL INFORMATION

 

 

 

OMNITEK ENGINEERING CORP.

Condensed Balance Sheets

 

ASSETS
		June 30,				December 31,
		2016				2015
		(unaudited)
CURRENT ASSETS
Cash		$	27,125			$	105,846
Accounts receivable, net			39,965				30,835
Accounts receivable - related parties			13,057				17,257
Inventory, net			2,070,107				2,107,463
Prepaid expense			5,324				6,050
Deposits			19,145				19,745
Total Current Assets			2,174,723				2,287,196
FIXED ASSETS, net			44,969				59,151
OTHER ASSETS
Intellectual property, net			-				281
Other noncurrent assets			14,280				14,280
Total Other Assets			14,280				14,561
TOTAL ASSETS		$	2,233,972			$	2,360,908
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	226,239			$	145,207
Accrued management compensation			155,413				189,163
Accounts payable - related parties			8,152				7,591
Customer deposits			227,185				230,349
Total Current Liabilities			616,989				572,310
Total Liabilities			616,989				572,310
STOCKHOLDERS' EQUITY
Common stock, 125,000,000 shares authorized no par value
20,231,082 and 19,981,082 shares issued and outstanding,
respectively			8,391,411				8,291,411
Additional paid-in capital			11,564,667				11,346,599
Accumulated deficit			(18,339,095	)			(17,849,412	)
Total Stockholders' Equity			1,616,983				1,788,598
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	2,233,972			$	2,360,908

 

 

 

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

 

 

		For the Three				For the Three				For the Six				For the Six
		Months Ended				Months Ended				Months Ended				Months Ended
		June 30				June 30				June 30				June 30
		2016				2015				2016				2015
REVENUES		$	247,177			$	576,366			$	576,223			$	1,027,066
REVENUES, related parties			5,139				14,819				15,676				14,819
COST OF GOODS SOLD			148,316				269,003				320,493				520,648
GROSS MARGIN			104,000				322,182				271,406				521,237
OPERATING EXPENSES
General and administrative			341,461				396,841				654,257				747,893
Research and development			46,897				89,655				94,303				166,239
Depreciation and amortization			6,976				7,734				14,463				15,524
Total Operating Expenses			395,334				494,230				763,023				929,656
LOSS FROM OPERATIONS			(291,334	)			(172,048	)			(491,617	)			(408,419	)
OTHER INCOME (EXPENSE)
Other income			1,144				3,934				5,374				3,934
Interest expense			(1,949	)			(172	)			(2,640	)			(172	)
Interest income			-				6				-				15
Total Other Income (Expense)			(805	)			3,768				2,734				3,777
LOSS BEFORE INCOME TAXES			(292,139	)			(168,280	)			(488,883	)			(404,642	)
INCOME TAX EXPENSE			800				-				800				800
NET LOSS		$	(292,939	)		$	(168,280	)		$	(489,683	)		$	(405,442	)
BASIC AND DILUTED LOSS PER SHARE		$	(0.01	)		$	(0.01	)		$	(0.02	)		$	(0.02	)
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
-BASIC AND DILUTED			20,030,533				19,981,082				20,005,807				19,980,858

 

 

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

 

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2016 and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2015 audited financial statements.  The results of operations for the periods ended June 30, 2016 and 2015 are not necessarily indicative of the operating results for the full years.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally accepted accounting principles 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.

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company's financial position, or statements.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and equipment at June 30, 2016 and December 31, 2015 consisted of the following:

Depreciation expense for the six month periods ended June 30, 2016 and June 30, 2015 was $14,183 and $14,781, respectively.

The computation of basic earnings per share of common stock is based on the weighted average number of shares outstanding during the periods presented. The computation of fully diluted earnings per share includes common stock equivalents outstanding at the balance sheet date. The Company had 142,965 and -0- stock options and warrants that would have been included in the fully diluted earnings per share as of June 30, 2016 and December 31, 2015, respectively.  

The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, Income Taxes ("Topic 740"), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.

Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

At the adoption date of November 1, 2007, the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of June 30, 2016 and December 31, 2015 the Company had no accrued interest or penalties related to uncertain tax positions. The Company files an income tax return in the U.S. federal jurisdiction and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state, and local, or non-U.S. income tax examinations by tax authorities for years before 2008.

 

NOTE 3 - RELATED PARTY TRANSACTIONS

NOTE 4 - STOCK OPTIONS AND WARRANTS

During the six months ended June 30, 2016 and 2015, the Company granted 250,000 and 50,000 options for services, respectively. During the six months ended June 30, 2016 and 2015, the Company recognized expense of $118,068 and $87,089, respectively, for options and warrants that vested during the periods pursuant to ASC Topic 718. Total remaining amount of compensation expense to be recognized in future periods is $162,097.

In April 2007, the Company's shareholders approved its 2006 Long-Term Incentive Plan ("the 2006 Plan").   Under the 2006 plan, the Company may issue up to 10,000,000 shares of both Incentive Stock Options to employees only and Non-Qualified Stock Options to employees and consultants at its discretion.  As of December 31, 2014 the remaining 2,590,000 options previously issued under the plan expired. On August 3, 2011 the Board of Directors adopted the Omnitek Engineering Corp. 2011 Long-term Incentive Plan (the "2011 Plan"), under which 1,000,000 shares of Company's Common Stock were reserved for issuance of both Incentive Stock Options to employees only and and Non-Qualified Stock Options to employees and consultants at its discretion. As of June 30, 2016 the Company has a total of 915,000 options issued under the plan. On September 11, 2015 the Board of Directors adopted the Omnitek Engineering Corp. 2015 Long Term Incentive Plan (the "2015 Plan"), under which 2,500,000 shares of the Company's Common Stock were reserved for issuance of both Incentive Stock Options to employees only and Non-Qualified Stock Options to employees and consultants at its discretion. As of June 30, 2016 the Company has a total of 820,000 options issued under the plan. During the six months ended June 30, 2016 and 2015 the Company issued -0- and -0- warrants, respectively.

NOTE 4 - STOCK OPTIONS AND WARRANTS (CONTINUED)

The Company recognizes compensation expense for stock-based awards expected to vest on a straight-line basis over the requisite service period of the award based on their grant date fair value.  The Company estimates the fair value of stock options using a Black-Scholes option pricing model which requires management to make estimates for certain assumptions regarding risk-free interest rate, expected life of options, expected volatility of stock and expected dividend yield of stock. When determining expected volatility, the Company considers the historical performance of the Company's stock, as well as implied volatility. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant, based on the options' expected term. The expected term of the options is based on the Company's evaluation of option holders' exercise patterns and represents the period of time that options are expected to remain unexercised. The Company uses historical data to estimate the timing and amount of forfeitures.

The following table presents the assumptions used to estimate the fair values of the stock options granted:

A summary of the status of the options and warrants granted at June 30, 2016 and December 31, 2015 and changes during the periods then ended is presented below:

 

 

NOTE 4 - STOCK OPTIONS AND WARRANTS (CONTINUED)

 

NOTE 5 – STOCKHOLDERS' EQUITY

On June 13, 2016 the Company sold, to an unrelated party, 250,000 shares of restricted common stock at a price of $0.40 per share for an aggegrate sales price of $100,000.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report.  There are no material subsequent events to report

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this periodic report.  Some of the statements under "Management's Discussion and Analysis," "Description of Business" and elsewhere herein may include forward-looking statements which reflect our current views with respect to future events and financial performance. These statements include forward-looking statements both with respect to us specifically and the alternative fuels engines industry in general. Statements which include the words "expect," "intend," "plan," "believe," "project," "anticipate," "will," and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise. The safe harbor provisions of the federal securities laws do not apply to any forward-looking statements contained in this registration statement. 

 

All forward-looking statements address such matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise.

 

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statements you read herein reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our written and oral forward-looking statements attributable to us or individuals acting on our behalf and such statements are expressly qualified in their entirety by this paragraph.

 

 

For the three months ended June 30, 2016 and 2015

 

 

Our operating expenses for the three months ended June 30, 2016 were $395,334 compared with $494,230 in the same period in 2015, a decrease of $98,896 or 20%. General and administrative expense for the three months ended June 30, 2016 was $341,461 as compared with $396,841 for the three months ended June 30, 2015. Major components of general and administrative expenses for the three months ended June 30, 2016 were professional fees of $20,593, rent expense of $20,317, and salary and wages of $122,076. This compares to professional fees of $23,244, rent expense of $45,653 and salaries and wages of $129,241 for the three months ended June 30, 2015.  For the three months ended June 30, 2016 research and development outlays were decreased to $46,897 compared with $89,655 for the three months ended June 30, 2015.

 

Our net loss for the three months ended June 30, 2016 was $292,939, or $0.01 per share, compared with a net loss of $168,280, or $0.01 per share, for the three months ended June 30, 2015. The increased loss was due primarily to the reduction in sales.

 

 

Results for the three months ended June 30, 2016 reflect the impact of non-cash expenses, including the value of options and warrants granted in the amount of $81,969 and depreciation and amortization of $6,976. For the three month period a year earlier, non-cash expenses for the value of options and warrants granted were $53,486, with depreciation and amortization of $7,734.

 

For the six months ended June 30, 2016 and 2015

 

 

Our operating expenses for the six months ended June 30, 2016 were $763,023 compared to $929,656 in 2015, a decrease of $166,633 or 18%.  General and administrative expense for the six months ended June 30, 2016 was $654,257 as compared to $747,893 for the six months ended June 30, 2015.  The decrease is due primarily to lower travel expense of $10,345 for the six months ended June 30, 2016 as compared to $ $35,214 for the six months ended June 30, 2015, lower legal expense of $24,960 for the six months ended June 30, 2016 as compared to $36,937 for the six months ended June 30, 2015 and options expense of $ 118,068 for the six months ending June 30, 2016 as compared to $ 87,089 for the six months ended June 30, 2015.  Major components of general and administrative expenses for the six months ended June 30, 2016 were professional fees of $51,978, rent expense of $48,053 and salary and wages of $241,362. This compares to professional fees of $59,787, rent expense of $74,983, and salary and wages of $265,486 for the six months ended June 30, 2015. Research and development outlays were decreased to $94,303 for the six months ended June 30, 2016 compared to $166,239 for the six months ended June 30, 2015.

Our net loss for the six months ended June 30, 2016 was $489,683, or $0.02 per share, compared to a net loss of $405,442, or $0.02 per share, for the six months ended June 30, 2015. The increased loss was the result of reduced sales.

Results for the six months ended June 30, 2016 reflect the impact of non-cash expenses, including the value of options and warrants granted in the amount of $118,068 and depreciation and amortization of $14,463. For the six-month period a year earlier, non-cash expenses for the value of options and warrants granted were $87,089 and depreciation and amortization of $15,524.

 

 

Overview

 

Our primary sources of liquidity are cash provided by operating activities and available working capital. Additionally, from time to time we may raise funds from the equity capital markets to fund our research and development programs, expansion of our business and general operations.

 

At June 30, 2016, our current liabilities totaled $616,989 and our current assets totaled $2,174,723, resulting in positive working capital of $1,557,734 and a current ratio of 3.52.

 

 

We have no firm commitments or obligations for capital expenditures.  However, substantial discretionary expenditures may be required to enable us to conduct existing and planned product research, design, development, manufacturing, marketing and distribution of our products. We may need to raise additional capital to facilitate growth and support our long-term product development, manufacturing, and marketing programs. The Company has no established bank-financing arrangements, therefore, it is possible that we need to seek additional financing through subsequent future public or private sales of our securities, including equity securities. We may also seek funding for the development, manufacturing, and marketing of our products through strategic partnerships and other arrangements with corporate partners. There can be no assurance, however, that such collaborative arrangements or additional funds will be available when needed, or on terms acceptable to us, if at all. If adequate funds are not available, we may be required to curtail one or more of our research and development programs.

 

We have historically incurred significant losses, which have resulted in a total accumulated deficit of $18,339,095 at June 30, 2016, of which $5,604,135 is a direct result of derivative expense and change in fair value of derivative liability and is unrelated to, and has no effect on, our operations or cash flow.

 

Operating Activities

 

We realized a negative cash flow from operations of $178,721 for the six months ended June 30, 2016 compared with a negative cash flow of $148,431 during the six months ended June 30, 2015.

 

Included in the net loss of $489,683 for the six months ended June 30, 2016 are non-cash expenses, which are not a drain on our capital resources. During the six months ended June 30, 2016, the non-cash expenses include the value of options and warrants granted in the amount of $118,068 and depreciation and amortization of $14,463. Excluding these non-cash amounts, our EBITDA for the six months ended June 30, 2016 would have been a loss of $357,152.

 

 

None.

 

 

Accounting Method and Use of Estimates

 

The Company's financial statements are prepared using the accrual method of accounting. The preparation of financial statements in conformity with generally accepted accounting principles 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. Areas where significant estimates are required include the following:

 

Accounts Receivable

 

Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts.

 

Inventory

 

Inventory is stated at the lower of cost or market. The Company's inventory consists of finished goods and raw material. The Company identifies items in its inventory that have not been sold in a timely manner. Accordingly, the Company has established an allowance for the cost of such obsolete inventory.

 

 

Long-lived assets

 

The Company assesses the recoverability of its long lived assets annually and whenever circumstances would indicate that there may be an impairment. The Company compares the estimated undiscounted future cash flows to the carrying value of the long lived assets to determine if an impairment has occurred. In the event that an impairment has occurred, the Company recognizes the impairment immediately.

 

Income Taxes

 

The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized. The Company uses historical experience to determine the likely-hood of realization of deferred tax liabilities and assets.

 

Revenue Recognition

 

The Company recognizes revenue from the sale of new natural gas engines and components to convert existing diesel engines to natural gas engines. Revenue is recognized upon shipment of the products, and when collection is reasonably assured.

 

Accounting for Income Taxes

 

The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, Income Taxes ("Topic 740"), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.

 

Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

 

At the adoption date of November 1, 2007, the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized.

 

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of June 30, 2016, the Company had no accrued interest or penalties related to uncertain tax positions.

 

The Company files an income tax return in the U.S. federal jurisdiction and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state, and local, or non-U.S. income tax examinations by tax authorities for years before 2008.

 

At June 30, 2016, the Company had net operating loss carry forwards of approximately $6,300,000 through 2034. No tax benefit has been reported in the June 30, 2016 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 

 

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

 

 

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company's financial position, or statements.

 

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.

 

  There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

We are not a party to any pending legal proceeding.  No federal, state or local governmental agency is presently contemplating any proceeding against the Company.  No director, executive officer or affiliate of the Company or owner of record or beneficially of more than five percent of the Company's common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.

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.

On April 15, 2016, pursuant to the agreement Werner Funk, the President and CEO of the Company, and in consideration of the exchange and cancellation of $100,000 of deferred salary owing by the Company to Mr. Funk, the Company granted to Mr. Funk a non-qualified stock option to purchase 470,000 shares of common stock, at an exercise price of $0.286 representing 110% of the closing price of the Company's common stock as of April 15, 2016.  Such Option shall be exercisable for a period of seven years.  The Option shall vest and be exercisable immediately.  No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933.  As the President and CEO of the Company, Mr. Funk was intimately acquainted with the Company's business plan and proposed activities at the time of issuance, and possessed information on the Company necessary to make an informed investment decision.

 

On April 15, 2016, the Company granted to each of Janice Quigley, Vice President and Richard Miller, Chief Financial Officer, a non-qualified stock option to purchase 50,000 shares of common stock, at an exercise price of $0.286 representing 110% of the closing price of the Company's common stock as of April 15, 2016. Such Options shall be exercisable for a period of seven years.  The Option shall vest and be exercisable immediately.  No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The individuals receiving the options were intimately acquainted with the Company's business plan and proposed activities at the time of issuance, and possessed information on the Company necessary to make an informed investment decision.

 

 

Subsequent to the period covered by this report, on July 15, 2016, the Company issued 50,000 shares of its restricted common stock for consulting services, which shares were valued at a price of $0.40 per share. No underwriters were used. The securities were sold pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The individual receiving the shares was intimately acquainted with the Company's business plan and proposed activities at the time of issuance, and possessed information on the Company necessary to make an informed investment decision.

 

 

None

 

None

 

 

  

Exhibit
Number	Description of Exhibit
3.1	Amended and Restated Articles of Incorporation(1)
3.2	Amended and Restated By-Laws Adopted July 12, 2012 (2)
31.01	CEO certification pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 (3)
31.02	CFO certification pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 (3)
32.01	CEO and CFO certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
101	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 formatted in Extensible Business Reporting Language ("XBRL"): (i) the balance sheets (unaudited) ; (ii) the statements of operations (unaudited); (iii) the statements of cash flows (unaudited); and, (iv) related notes.

(1)

Previously filed on Form on Form 10 on April 27, 2010

(2)

Previously filed on Form 8-K on August 2, 2012

(3)

Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.