PwrCor, Inc. - Quarter Report: 2014 September (Form 10-Q)

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

Receivable Acquisition and Management Corp.

Financial Statements

For the Nine Months Ended

September 30, 2014

3

Receivable Acquisition and Management Corp.

Balance Sheet

See notes to financial statements

F-1

Receivable Acquisition and Management Corp.

Statement of Operations

(Unaudited)

See notes to financial statements

F-2

Receivable Acquisition and Management Corp.

Statement of Stockholders’ Equity

For the Nine Months Ended September 30, 2014

(Unaudited)

See notes to financial statements

F-3

Receivable Acquisition and Management Corp.

Statement of Cash Flows

(Unaudited)

See notes to financial statements

F-4

Receivable Acquisition and Management Corp.

Notes to Financial Statements

September 30, 2014

(Unaudited)

1. Organization and Nature of Business

Receivable Acquisition and Management Corporation (the “Company” or “RAMCO”), a Delaware corporation, was in the business to purchase, manage and collect defaulted consumer receivables. RAMCO ceased investments in distressed consumer credit portfolios in September 2007 and since then was in the process of running off existing portfolios.

On March 29, 2013, RAMCO entered into a definitive reverse merger agreement (the “Merger”) with Cornerstone Program Advisors LLC, (“Cornerstone”), a Delaware limited liability company, and Sustainable Energy Industries, Inc. (“Sustainable”), a New York corporation, which closed on May 15, 2013.  Sustainable was involved in developing and improving the efficiency of energy infrastructure using a combination of traditional and advanced technologies and Cornerstone was an energy infrastructure project management company focused on healthcare and higher learning institutions.  As a result of the Merger, approximately 90% of RAMCO’s common stock was issued to the members and shareholders of Cornerstone and Sustainable and in exchange, RAMCO acquired the entire membership interest in Cornerstone and all the issued and outstanding shares of Sustainable.

Following the Merger, the Company adopted a business plan to build on the business of Cornerstone and Sustainable in energy infrastructure and alternative energy, and the management of Cornerstone and Sustainable became the executive officers of the Company.

The Company believes that funds generated from operations, together with existing cash and cash infusions by major stockholders, will be sufficient to finance its operations for the next twelve months, but are likely to be insufficient to fund its contractual obligation (see Note 4) and to fund growth.  The Company expects to seek additional capital to cover any working capital needs and its contractual obligation discussed below, and to fund growth initiatives in its identified markets. However, there can be no assurance that any new debt or equity financing arrangement will be available to the Company when needed on acceptable terms, if at all. The continued operations of the Company are dependent on its ability to collect its receivables and increase revenues.

2. Significant Accounting Policies

Basis of Presentation and Use of Estimates

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include recognition of income for work completed and unbilled to customers and the allowance for doubtful accounts. Actual results could differ from those estimates.

Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. The unaudited financial statements should be read in conjunction with those financial statements included in the Company’s Form 8-K/A filed with the SEC on August 5, 2013, and its Form 10-K for the year ended December 31, 2013.  In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

Cash

The Company continually monitors its positions with, and the credit quality of, the financial institutions it invests with. From time to time, however briefly, the Company maintains balances in operating accounts in excess of federally insured limits.

F-5

Receivable Acquisition and Management Corp.

Notes to Financial Statements

September 30, 2014

(Unaudited)

2. Significant Accounting Policies (continued)

Accounts Receivable

Receivables are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the current status of individual accounts. At September 30, 2014, no allowance for doubtful accounts has been provided.

Income Recognition

The Company recognizes income for the sale of services and products when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, the fee is fixed or determinable and the collectability of the related income is reasonably assured.

The Company principally derives income from fees for services generated on a project-by-project basis. Prior to the commencement of a project, the Company reaches agreement with the client on rates for services based upon the scope of the project, staffing requirements and the level of client involvement. It is the Company’s policy to obtain written agreements from new clients prior to performing services. In these agreements, the clients acknowledge that they will pay based upon the amount of time spent on the project or an agreed upon fee structure. Income for services rendered is recognized on a time and materials basis or on a fixed-fee or capped-fee basis in accordance with accounting and disclosure requirements for income recognition.

Fees for services that have been performed, but for which the Company has not invoiced the customers are recorded as unbilled receivables.

Income for time and materials contracts are recognized based on the number of hours worked by the Company’s subcontractors at an agreed upon rate per hour, and are recognized in the period in which services are performed. Income for time and materials contracts is billed monthly or in accordance with the specific contractual terms of each project.

License Agreement

The cost of the license agreement (see Note 4) is being amortized on a straight-line basis over 20 years.  The license agreement is reflected in the accompanying September 30, 2014 balance sheet net of accumulated amortization of $15,500.

Income Taxes

The Company recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by the tax authorities. Management has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years (2010 - 2013).

Basic and Diluted Net Income (Loss) per Share

The Company computes income (loss) per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted income (loss) per share on the face of the statement of operations. Basic income (loss) per share is computed by dividing net income available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive income (loss) per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic income (loss) and diluted income per share are the same.

The weighted average number of shares used in computing the income per share in 2013 has been adjusted to give effect to the reverse merger described in Note 1.

F-6

Receivable Acquisition and Management Corp.

Notes to Financial Statements

September 30, 2014

(Unaudited)

2. Significant Accounting Policies (continued)

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09: “Revenue from Contracts with Customers” (Topic 606) (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. ASU 2014-09 is effective for the first interim period within annual reporting periods beginning after December 15, 2016, and early adoption is not permitted. The Company will adopt ASU 2014-09 during the first quarter of fiscal 2017. Management is evaluating the provisions of this statement and has not determined what impact the adoption of ASU 2014-09 will have on the Company's financial position or results of operations.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15: “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

All other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

Subsequent Events

Management has evaluated subsequent events for disclosure and/or recognition in the financial statements through the date that the financial statements were available to be issued.

3. Related Party Transactions

Consulting Fees

Certain stockholders of the Company and entities affiliated with management perform services to customers and were compensated at various rates. Total consulting expenses incurred by these entities amounted to $583,977 and $570,327 for the nine months ended September 30, 2014 and 2013, respectively.

Advances Payable

Advances payable were due to officers of the Company with no specified repayment terms.  Previously outstanding advances were cleared in the previous quarter by contributions of capital by these officers.

F-7

Receivable Acquisition and Management Corp.

Notes to Financial Statements

September 30, 2013

(Unaudited)

4. License Agreement

On November 15, 2012, Sustainable LLC entered into a renewable 20-year engine technology license agreement (the “Technology Agreement”) with a third party licensor (the “Licensor”) that developed engines capable of converting low grade heat into other forms of energy.  Under the terms of the Technology Agreement, Sustainable LLC obtained certain exclusive license rights in the engines developed by the Licensor which would permit Sustainable LLC to develop, manufacture and integrate such engines into its projects.

The exclusive market rights of the Technology Agreement provide that Sustainable LLC make a cash payment of $200,000 and issue common stock in Sustainable representing a small minority ownership position in the Company (see Note 1), along with periodic quarterly payments of $25,000 commencing six months after the initial $200,000 payment.  These payments reset to $50,000 per quarter after three payments, and are subject to further resets to up to $100,000 depending on engine sales volume.  Under certain circumstances, engine royalty fees and referral fees can increase the quarterly payment from time to time.  In the event of non-payment, Sustainable retains a non-exclusive license subject to royalty fees.

On May 15, 2013, in connection with the Merger (see Note 1), the Company, after acquiring 100% ownership interest in Sustainable, issued 2,435,430 shares to the Licensor which represents a small minority position in the Company as required under the terms of the Technology Agreement.  At the time of issuance, these shares were valued at $48,709 representing the fair value of the RAMCO shares.

In addition, during the fiscal year ended December 31, 2013, the Company made payments of $13,000 that were applied against the required initial $200,000 cash payment as stated under the terms of the Technology Agreement.

In connection with a November 5, 2013, proceeding commenced by the Securities Division of the Arizona Corporation Commission (the “ACC”) the Company learned that the Licensor had been classified as dissolved by the Delaware Division of Corporations after March 1, 2010 for failure to pay franchise taxes to the State of Delaware, and similarly classified by the ACC as of approximately the same time.

In performing due diligence in regard to the status of the Licensor, the Company subsequently learned also that two United States patents that were licensed to the Company under the Technology Agreement have been classified as expired due to the Licensor’s failure to pay maintenance fees thereon. The Company has confirmed that Licensor is taking steps to have the corporate charters of each, as well as the patents, reinstated, but may not be successful in such reinstatements, and is in discussions with the Licensor regarding these matters.

To the best of the Company’s knowledge at present, none of these issues presents a near-term hindrance to the Company’s continued focus on establishing and growing its engine technology business.

Pursuant to the Technology Agreement, the Company has obtained previously described rights to all forms of intellectual property covering certain engine technology that is the subject of the Technology Agreement and is not relying on the two U.S. patents to be reinstated in order to maintain the ability and knowhow to use such technology.  At this time, there can be no assurance that the foregoing matters will not have a material adverse effect on the Company’s operations.

The accompanying September 30, 2014 balance sheet presents the carrying value of the license fee at $233,209, consisting of the $200,000 required payments under the Technology Agreement and $48,709, representing the fair value of shares issues to the Licensor, net of $15,500 in accumulated amortization. In addition, the accompanying balance reflects $187,000 due to the Licensor, representing the remaining liability from the initial $200,000 required payment.

The Company periodically performs an analysis of its contractual rights and arrangements and establishes asset value based on that analysis.

F-8

Receivable Acquisition and Management Corp.

Notes to Financial Statements

September 30, 2014

(Unaudited)

5. Concentrations

The Company grants credit in the normal course of business to its customers.  The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk.

Two customers accounted for 63.3% and 36.7% during the nine months ended September 30, 2014, and the same two customers accounted for 62.7% and 37.3% during the nine months ended September 30, 2013, respectively, of total project management income.

These two customers accounted for 65.4% and 34.6%, respectively, of total accounts receivable at September 30, 2014.

6. Stock Issuance

In February 2014, the Company issued 375,000 shares of common stock to the former chief executive officer and 50,000 shares to a lawyer as compensation for services provided to the Company.

In February 2014, the Company issued 300,000 shares of common stock to a law firm as partial compensation for certain services provided to the Company.

In March 2014, the Company issued 250,000 shares of common stock to an industry consultant as partial compensation for services being rendered.

In August 2014, the Company entered into a binding contract to issue 2,000,000 shares of common stock to an individual investor in return for a capital infusion.

* * * * *

F-9

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

The following management’s discussion and analysis should be read in conjunction with the Company’s historical consolidated financial statements and the related notes thereto included in our audited financial statements for the year ended December 31, 2013, and the notes thereto.  The management’s discussion and analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this quarterly report. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this quarterly report.

Overview

On May 15, 2013, Receivable Acquisition & Management Corporation, a Delaware corporation (the “Company”) completed the acquisition of Cornerstone Program Advisors LLC, a Delaware limited liability company (“Cornerstone”) and Sustainable Energy Industries, Inc., a Delaware corporation (“Sustainable”), and the Company assumed the operations of each of these entities (the “Merger”).  Receivable Acquisition & Management Corporation had operated as a business purchasing and collecting upon defaulted consumer receivables and its operations were spun off by the Company.  Cornerstone has been in the business of managing energy infrastructure projects, specializing in the non-profit marketplace.  Sustainable is in the business of developing, marketing, and implementing clean tech technologies.  The Company has refocused on managing energy infrastructure projects and developing applications for a licensed environmentally benign heat engine with particular focus on the geothermal and independent power production markets.

On August 18, 2014, the Company filed unaudited financial statements for the six month period ended June 30, 2014.  On May 7, 2014 the Company filed its audited financial statements for the fiscal year ended December 31, 2013.  In addition, the Company filed unaudited financial statements for the three month period ended March 31, 2014 and had earlier filed unaudited financial statements for the three month periods ended September 30, 2013 and June 30, 2013.  On August 5, 2013, the Company filed Amendment No. 1 to its Current Report on Form 8-K (the “Form 8-K/A”), which included the audited Financial Statements of Cornerstone for the fiscal years ended December 31, 2012 and December 31, 2011, as well as the unaudited Financial Statements of Cornerstone as of June 30, 2013 and for the three months ended March 31, 2013 and 2012. In addition, the Company provided the audited Financial Statements of Sustainable Energy, LLC, a New York limited liability company (“Sustainable LLC”), for the fiscal years ended December 31, 2012 and December 31, 2011, and the unaudited financial statements of Sustainable LLC, as of March 31, 2013, and for the three months ended March 31, 2013 and 2012. The Financial Statements of Sustainable LLC were provided in lieu of those of Sustainable because Sustainable LLC had transferred to Sustainable substantially all of its assets pursuant to a May 15, 2013 Assignment and Assumption Agreement. In addition, the Company provided the unaudited pro forma condensed combined financial information of the Company, Cornerstone, and Sustainable, as of and for the six months ended June 30, 2013 and for the fiscal year ended September 30, 2012.

Cornerstone is considered to be the “acquiring entity” in the Merger strictly from an accounting perspective.  Accordingly, under the applicable accounting rules, in the Quarterly Report on Form 10-Q for the period ended June 30, 2013, the Company reported the financial results for Cornerstone through March 31, 2013, and then the financial results of the all of the entities that were combined as a result of the Merger from January 1, 2013 through the end of the June 30, 2013 sixth month period.  

As reported in the Form 8-K/A, the Company changed its fiscal year from September 30 to December 31 to correspond with the fiscal years of each of Cornerstone and Sustainable.  

Results of Operations

During the three and nine month periods ended September 30, 2014, the Company had net income (losses) of $18,515 and ($84,123) on revenues of $254,946 and $772,773, respectively, versus net (losses) of ($102,547) and ($97,899) on revenue of $260,150 and $730,775, respectively, in the three and nine month periods ended September 30, 2013.  The results in the third fiscal quarter of 2014 turned to a profit as compared to a loss in the corresponding period last year due, in large part, to bringing down the cost of professional services.  The Company’s expenses for professional services during the third quarter of 2013 were particularly high due to the audited financial statements that were filed in August 2013 in connection with the Merger.

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Revenue

Revenues show modest improvement in the nine month period ended September 30, 2014 over the corresponding period in 2013.  The revenue increase for the period is a consequence of growing business activity with existing clients.   

Operating Expenses

Total operating expenses for the three and nine month periods ended September 30, 2014 were $236,431 and $856,896, respectively, versus $362,697 and $828,674, respectively, during the three and nine month periods ended September 30, 2013.  The increase in operating expenses in the nine month period in 2014 against the corresponding period in 2013 is generally in line with the increase in revenues.  The decrease in operating expenses in the three month period in 2014 against the corresponding period in 2013 was the result of an increased emphasis on non-contractor third parties to do certain tasks on client projects as well as a reduction in costs of professional fees.  Over the nine month period in 2014, the Company’s expenses for consulting contractors increased over the corresponding period in 2013 generally in line with revenues.

Consulting Expenses  

The Company outsources a significant portion of its project management, oversight and advisory activities to a carefully selected group of small firms, individuals and subcontractors with expertise specific to the projects underway.  As of the quarter ended September 30, 2014, the Company was using five such consulting resources. Consulting expenses consistently constitute the bulk of operating costs for the project advisory and management business activities of the Company, and accordingly generally tracks revenue.  

Liquidity and Capital Resources

As of September 30, 2014, the Company had a working capital deficit (that is, total current assets minus total current liabilities) of ($69,405) versus a working capital deficit of ($157,244) as of year ended December 31, 2013.   This change is principally due to a reduction in accounts payable and accrued expenses.  

At the end of period ended September 30, 2014, the Company had net cash of $131,000 versus $347,877 at December 31, 2013. For the nine months ended September 30, 2014, net cash provided (used) by operating activities was ($329,956) versus $123,473 for the nine months ended September 30, 2013.  The change from net cash provided by operating activities in the nine month period in 2013 to net cash used by operating activities in the recent nine month period resulted almost entirely from the reduction in accounts payable and accrued expenses.   

For the nine months ended September 30, 2014, no cash was provided by investing activities, as compared to ($195,780) net cash used by investing activities in the nine months ended September 30, 2013.  The earlier period result was primarily due to the cost of the engine technology license referenced below and in Note 4, partially offset by cash received as part of the Merger.

For the nine months ended September 30, 2014, there was $113,079 net cash provided by financing activities versus ($174,969) net cash used by financing activities during the nine months ended September 30, 2013.  The earlier period result was due primarily to increased distributions prior to the Merger, and the recent period result was principally due to a cash infusion received from an investor.

The Company believes that funds generated from operations, together with existing cash and cash infusions by major stockholders, will be sufficient to finance its operations for the next twelve months, but are likely to be insufficient to fund its contractual obligation discussed below and to fund growth.  The Company has begun exploring options and alternatives for raising additional capital to cover any working capital needs and its contractual obligation, and to fund growth initiatives in its identified markets.  However, there can be no assurance that any new debt or equity financing arrangement will be available to the Company when needed on acceptable terms, if at all.  The continued operations of the Company are dependent on its ability to collect its receivables and increase revenues.

Income Taxes

The Company did not record any income tax provision for the three or nine month periods ended September 30, 2014, and does not expect any material income tax liability for the period.  

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Contractual Obligation

As previously disclosed and described in Note 4, the Company has entered into a renewable 20-year Technology Agreement with a third party licensor (the “Licensor”) that developed engines capable of converting low grade heat into other forms of energy.  Under the terms of the Technology Agreement, the Company obtained certain exclusive license rights in the engines developed by the Licensor which will permit the Company to develop, manufacture and integrate such engines into its projects.  An upfront payment of $200,000 and escalating volume-related quarterly payments are contractually required in order to maintain certain exclusive markets.  The payments, taken as whole, are expected to obligate the Company to amounts of $250,000 to $400,000 per year depending upon the growth in revenue from this source.  If the expected revenues do not materialize, the Company may elect not to pay these sums, and in the event of non-payment, the Company retains a non-exclusive license subject to royalty fees.  As of September 30, 2014, the Company has begun payments under this Technology Agreement.

Critical Accounting Policy & Estimates

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the condensed consolidated financial statements included in this quarterly report.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Issuer is not required to provide the information called for in this item due to its status as a Smaller Reporting Company.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

The term “disclosure controls and procedures” is defined in Rules 13(a)-15e and 15(d) - 15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s principal executive officer and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2014. He has concluded that, as of September 30, 2014, our disclosures, controls and procedures were effective to ensure that:

(1) Information required to be disclosed by the Company in reports that it files or submits under the act is recorded, processed, summarized and reported, within the time periods specified in the Commissions’ rules and forms; and

(2) Controls and procedures are designed by the Company to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management including the principal executive and principal financial officers or persons performing similar functions, as appropriate to allow timely decisions regarding financial disclosure.

This term refers to the controls and procedures of a Company that are designed to ensure that information required to be disclosed by a Company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the required time periods. Management continues to take steps to improve its controls and procedures, and expects, further, that the growing scale of the business will enable the Company to obtain additional resources to assist in that effort.

6

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting or in any other factors that could significantly affect these controls during the quarter ended September 30, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is not a party to any material pending legal proceedings or a proceeding being contemplated by a governmental authority nor is any of the Company’s property the subject of any pending legal proceedings or a proceeding being contemplated by a governmental authority except as set forth in our Annual Report on Form 10-K for December 31, 2013 from which there have been no material changes.

Item 1A. Risk Factors.

The Issuer is not required to provide the information called for in this item due to its status as a Smaller Reporting Company.

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

On August 28, 2014, the Company entered into a binding contract with an investor to sell 2,000,000 shares of Common Stock pursuant to a private placement under Section 4(a)(2) of the Securities Act of 1933, for an aggregate purchase price of $100,000. These shares were issued to this investor in October 2014. No commissions were paid and no underwriter or placement agent was involved in this transaction. The proceeds of this transaction were used for the Company’s working capital and general corporate purposes.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosure

Not Applicable.

Item 5.  Other Information

None.

Item 6.  Exhibits

In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

* Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Company has caused this report to be signed by the undersigned, thereunto duly authorized.

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