[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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 smaller reporting company)
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Page
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Financial Statements.
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3
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Financial Statements:
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Consolidated
Balance Sheets
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3
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Consolidated
Statements of Operations
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4
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Consolidated
Statements of Cash Flows
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5
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6
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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11
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Quantitative and Qualitative Disclosures About Market Risk.
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14
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Controls and Procedures.
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14
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Risk Factors.
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14
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Other Information.
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14
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Exhibits.
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15
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17
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18
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September 30,
2013
$
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December 31,
2012
$
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(unaudited)
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ASSETS
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Cash
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57,271
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103,241
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Due from factoring of accounts receivable
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226,047
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–
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Prepaid expenses
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4,110
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25
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Total Assets
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287,428
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103,266
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LIABILITIES
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Current Liabilities
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Accounts payable and accrued liabilities
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194,731
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20,341
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Derivative liabilities
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664,397
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395,285
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Loan payable
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100
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–
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Total Current Liabilities
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859,228
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415,626
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Convertible debenture, net of unamortized discount of $132,937 and $144,856,
respectively
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17,063
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5,144
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Total Liabilities
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876,291
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420,770
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STOCKHOLDERS’ DEFICIT
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Preferred Stock
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Authorized: 500,000,000 preferred shares with a par value of $0.001 per share
Issued and outstanding: nil preferred shares
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–
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–
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Common Stock
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Authorized: 750,000,000 common shares with a par value of $0.001 per share
Issued and outstanding: 196,198,413 and 125,500,000 common shares,
respectively
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196,199
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125,500
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Additional paid-in capital
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52,167
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(125,500)
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Accumulated deficit
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(837,229)
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(317,504)
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Total Stockholders’ Deficit
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(588,863)
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(317,504)
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Total Liabilities and Stockholders’ Deficit
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287,428
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103,266
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Three months
ended
September 30,
2013
$
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Nine months
ended
September 30,
2013
$
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Accumulated from
November 7, 2012
(Date of Inception)
to September 30,
2013
$
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Revenues
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2,140,239
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2,190,239
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2,190,239
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Cost of Sales
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(1,794,871)
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(1,794,871)
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(1,794,871)
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Gross Margin
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345,368
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395,368
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395,368
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Operating Expenses
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Consulting
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22,290
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25,796
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50,796
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General and administrative
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142,407
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263,959
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270,775
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Payroll
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158,588
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249,725
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269,207
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Professional fees
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30,298
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83,003
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97,753
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Transfer agent fees
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120
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360
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360
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Total Operating Expenses
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353,703
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622,843
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688,891
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Loss Before Other Expense
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(8,335)
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(227,475)
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(293,523)
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Other Income (Expense)
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Gain (Loss) on change in fair value of derivative
liabilities
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50,988
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(269,112)
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(514,397)
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Interest expense
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(9,860)
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(23,138)
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(29,309)
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Total Other Income (Expense)
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41,128
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(292,250)
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(543,706)
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Net Income (Loss)
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32,793
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(519,725)
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(837,229)
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Net Earnings (Loss) per Share – Basic
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0.00
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(0.00)
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Net Earnings (Loss) per Share - Diluted
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0.00
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(0.00)
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Weighted Average Shares Outstanding – Basic
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188,766,391
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148,967,062
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Weighted Average Shares Outstanding – Diluted
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323,901,391
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748,967,062
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Nine months
ended
September 30,
2013
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Accumulated from
November 7, 2012
(date of inception)
to September 30,
2013
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$
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$
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Operating Activities
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Net loss for the period
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(519,725)
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(837,229)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Amortization of discount on convertible debenture
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11,919
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17,063
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Loss on change in fair value of derivative liabilities
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269,112
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514,397
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Changes in operating assets and liabilities:
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Accounts receivable
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(49,432)
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(49,432)
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Prepaid expenses and deposits
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(4,085)
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(4,110)
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Accounts payable and accrued liabilities
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53,041
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73,382
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Net cash used in operating activities
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(239,170)
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(285,929)
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Investing Activities
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Cash received from acquisition of Career Start, Inc.
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43,000
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43,000
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Net cash provided by investing activities
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43,000
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43,000
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Financing Activities
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Proceeds from issuance of common stock
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150,200
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150,200
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Proceeds from issuance of convertible debentures
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–
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150,000
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Net cash provided by financing activities
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150,200
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300,200
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Increase (decrease) in cash
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(45,970)
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57,271
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Cash, beginning of period
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103,241
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–
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Cash, end of period
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57,271
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57,271
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Non-cash transactions
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Discount on convertible note due to derivative liability
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–
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150,000
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Effect of reverse merger
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–
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125,500
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Fair value of shares issued for the acquisition of Career Start, Inc.
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297,000
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297,000
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Supplemental Disclosures
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Interest paid
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–
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–
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Income tax paid
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–
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–
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Level 1
$
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Level 2
$
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Level 3
$
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Total gains and
(losses)
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Derivative liabilities
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–
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–
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664,397
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(269,112)
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Total
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–
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–
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664,397
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(269,112)
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$
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Fair value of Career Start net assets – at cost
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Cash
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43,000
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Accounts receivable
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176,615
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Accounts payable and accrued liabilities
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(121,349)
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Due to a related party
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(100)
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Net assets on acquisition
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98,166
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Purchase price (47,142,858 common shares)
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297,000
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Excess of purchase price over net assets acquired
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198,834
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September 30, 2013
$
(unaudited)
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December 31,
2012
$
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Convertible promissory note, due December 5, 2014
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664,397
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395,285
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Expected
Volatility
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Risk-free
Interest Rate
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Expected
Dividend Yield
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Expected Life
(in years)
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At December 6, 2012 (issuance date)
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318%
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0.25%
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0%
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2.00
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At September 30, 2013
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240%
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0.10%
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0%
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1.18
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a)
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During the period ended September 30, 2013, the Company incurred payroll expense of $84,600 (2012 - $nil) to management and officers of the Company.
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b)
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During the period ended September 30, 2013, the Company acquired the net assets of Career Start Inc., a related company. Refer to Note 4 of the financial statements.
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a)
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On November 6, 2012, the Company issued 1,000,000 founders share with a fair value of $1,000 to management and directors of the Company. The amounts have been recorded as contributed capital. Upon the reverse merger as described in Note 7b), these amounts have been recorded to additional paid-in capital.
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b)
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On November 28, 2012, the Company acquired 100% of the members shares of Mobile Dynamic Marketing, Inc. in exchange for the issuance of 10,000,000 common shares. As part of the acquisition, the Company cancelled 150,000,000 issued and outstanding common shares held by the former President and Director of the Company and 1,000,000 founders’ shares held by the management and directors of Mobile Dynamic.
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c)
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On May 7, 2013, the Company issued 10,000,000 common shares at $0.0075 per share for proceeds of $75,000.
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d)
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On June 10, 2013, the Company issued 5,555,555 common shares at $0.009 per share for proceeds of $50,000.
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e)
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On July 13, 2013, the Company issued 47,142,858 common shares with a fair value of $297,000 for the acquisition of Career, as noted in Note 4.
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f)
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On July 17, 2013, the Company issued 8,000,000 common shares at $0.0032 per share for proceeds of $25,200.
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September 30, 2013
$
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December 31, 2012
$
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Current Assets
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287,428
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103,266
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Current Liabilities
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859,228
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415,626
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Working Capital (Deficit)
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(571,800)
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(312,360)
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September 30, 2013
$
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September 30, 2012
$
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Cash Flows from (used in) Operating Activities
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(239,170)
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N/A
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Cash Flows from (used in) Investing Activities
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43,000
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N/A
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Cash Flows from (used in) Financing Activities
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150,200
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N/A
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Net Increase (decrease) in Cash During Period
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(45,970)
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N/A
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-
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Insufficient number of qualified accounting personnel governing the financial close and reporting process
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-
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Lack of proper segregation of duties
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Exhibit
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Incorporated by reference
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Filed
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Number
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Document Description
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Form
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Date
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Number
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Herewith
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2.1
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Exchange Agreement between Pub Crawl Holdings, Inc.
and Mobile Dynamic Marketing, Inc.
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8-K
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1/30/13
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2.1
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2.2
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Exchange Agreement between Pub Crawl Holdings, Inc.
and Career Start, Inc.
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X
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3.1
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Articles of Incorporation - Pub Crawl
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S-1
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10/07/10
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3.1
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3.2
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Articles of Incorporation - Mobile Dynamic Marketing, Inc.
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10-K/A
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4/16/13
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3.2
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3.3
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Bylaws - Pub Crawl Holdings, Inc.
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S-1
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10/07/10
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3.2
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3.4
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Bylaws - Mobile Dynamic Marketing, Inc.
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S-1
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6/14/13
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3.4
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10.1
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Assignment Agreement between the Company, Peter
Kremer, and PBPubCrawl.com, LLC dated June 14, 2010
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S-1
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10/07/10
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10.1
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10.2
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Form of Management Agreement between the Company
and Peter Kremer dated June 22, 2010
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S-1
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10/07/10
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10.2
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10.3
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Promissory Note between the Company and Sun Valley
Investments dated August 5, 2010
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S-1
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10/07/10
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10.3
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10.4
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Consulting Agreement between the Company and Voltaire
Gomez dated September 23, 2010
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S-1
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10/07/10
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10.4
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10.5
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Settlement Agreement between the Company and Sun
Valley Investments dated May 25, 2012
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8-K
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08/11/11
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10.1
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EXCELSIS INVESTMENTS, INC. | ||
Formerly, Pub Crawl Holdings Inc.
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BY:
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BRIAN MCFADDEN
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Brian McFadden
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Principal Executive Officer and Director
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BY:
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MICHELLE PANNONI
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Michelle Pannoni
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Principal Financial Officer, Principal Accounting
Officer and Treasurer
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Exhibit
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Incorporated by reference
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Filed
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Number
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Document Description
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Form
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Date
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Number
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Herewith
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2.1
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Exchange Agreement between Pub Crawl Holdings,
Inc. and Mobile Dynamic Marketing, Inc.
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8-K
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1/30/13
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2.1
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2.2
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Exchange Agreement between Pub Crawl Holdings, Inc.
and Career Start, Inc.
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X
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3.1
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Articles of Incorporation - Pub Crawl
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S-1
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10/07/10
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3.1
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3.2
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Articles of Incorporation - Mobile Dynamic Marketing, Inc.
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10-K/A
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4/16/13
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3.2
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3.3
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Bylaws - Pub Crawl Holdings, Inc.
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S-1
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10/07/10
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3.2
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3.4
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Bylaws - Mobile Dynamic Marketing, Inc.
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S-1
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6/14/13
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3.4
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10.1
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Assignment Agreement between the Company, Peter
Kremer, and PBPubCrawl.com, LLC dated June 14, 2010
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S-1
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10/07/10
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10.1
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10.2
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Form of Management Agreement between the
Company and Peter Kremer dated June 22, 2010
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S-1
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10/07/10
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10.2
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10.3
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Promissory Note between the Company and Sun
Valley Investments dated August 5, 2010
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S-1
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10/07/10
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10.3
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10.4
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Consulting Agreement between the Company and
Voltaire Gomez dated September 23, 2010
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S-1
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10/07/10
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10.4
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10.5
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Settlement Agreement between the Company and Sun
Valley Investments dated May 25, 2012
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8-K
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08/11/11
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10.1
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10.6
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Promissory Note between the Company and Deville
Enterprises, Inc. dated June 1, 2012
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8-K
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08/11/11
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10.2
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14.1
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Code of Ethics
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S-1
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10/07/10
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14.1
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21.1
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List of Subsidiaries
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S-1
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6/14/13
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21.1
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31.1
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Certification of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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31.2
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Certification of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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32.1
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Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
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X
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32.2
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Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
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X
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101.INS
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XBRL Instance Document.
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X
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101.SCH
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XBRL Taxonomy Extension – Schema.
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X
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101.CAL
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XBRL Taxonomy Extension – Calculations.
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X
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101.DEF
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XBRL Taxonomy Extension – Definitions.
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X
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101.LAB
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XBRL Taxonomy Extension – Labels.
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X
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101.PRE
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XBRL Taxonomy Extension – Presentation.
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X
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·
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PBCW is a corporation duly organized, validly existing and in good standing w1der the laws of Nevada, and has all requisite corporate power and authority to own its properties and assets and governmental licenses, authorizations, consents and approvals to conduct its business as now conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its activities makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a Material Adverse Effect on the activities, business, operations, properties, assets, condition or results of operation of PBCW. “
Material Adverse Effect
” means, when used with respect to PBCW, any event, occurrence, fact, condition, change or effect, which, individually or in the aggregate, would reasonably be expected to be materially adverse to the business, operations, properties, assets, condition (financial or otherwise), or operating results of
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·
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share certificates evidencing the number of CSI Shares, along with executed share transfer forms transferring such CSI Shares to PBCW;
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·
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this Agreement to which the CSI and the CST Shareholders is a party, duly executed;
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·
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such other documents as PBCW may reasonably request for the purpose of (A) evidencing the accuracy of any of the representations and warranties of the CSI and the CSI Shareholders , (B) evidencing the performance of, or compliance by CSI and the CSI Shareholders with, any covenant or obligation required to be performed or complied with by CSI and the CSI Shareholders, as the case may be, (C) evidencing the satisfaction of any condition referred to in this Article VI, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.
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·
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Indemnification Obligations in favor of the Controlling Stockholders of PBCW
. From and after the Closing Date until the expiration of the Survival Period, CSI shall reimburse and hold harmless the PBCW Controlling Stockholder (each such person and his heirs, executors, administrators, agents, successors and assigns is referred to herein as a “PBCW Indemnified Party”) against and in respect of any and all damages, losses, settlement payments, in respect of deficiencies, liabilities, costs, expenses and claims suffered, sustained, incurred or required to be paid by any PBCW Indemnified Party, and any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other procedures or investigation against any PBCW Indemnified Party, which arises or results from a third party claim brought against a PBCW Indemnified Party to the extent based on a breach of the representations and warranties with respect to the business, operations or assets of CSI. All claims of PBCW pursuant to this Section 8.2 shall be brought by the PBCW Controlling Stockholders on behalf of PBCW and those Persons who were stockholders of PBCW Company immediately prior to the Closing Date. In no event shall any such indemnification payments exceed $100,000 in the aggregate from CSI. No claim for indemnification may be brought under this Section 8.2(a) unless all claims for indemnification, in the aggregate, total more than $10,000.
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·
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Indemnification in favor of CSI and the CSI Shareholders
. From and after the Closing Date until the expiration of the Survival Period, the PBCW Controlling Stockholders will, severally and not jointly, indemnify and hold harmless CSI, the CSI Shareholders, and their respective officers, directors, agents, attorneys and employees, and each person, if any, who controls or may “control” (within the meaning of the Securities Act) any of the forgoing persons or entities (hereinafter referred to individually as a “CSI Indemnified Person”) from and against any and all losses, costs, damages, liabilities and expenses arising from claims, demands, actions, causes of action, including, without limitation, legal fees, (collectively, “Damages’’) arising out of any (i) any breach of representation or warranty made by PBCW or the PBCW Controlling Stockholders in this Agreement, and in any certificate delivered by PBCW or the PBCW Controlling Stockholders pursuant to this Agreement, (ii) any breach by PBCW or the PBCW Controlling Stockholders of any covenant, obligation or other agreement made by PBCW or the PBCW Controlling Stockholders in this Agreement, and (iii) a third-party claim based on any acts or omissions by PBCW or the PBCW Controlling Stockholders. In no event shall any such indemnification payments exceed $100,000 in the aggregate from all PBCW Controlling Stockholders. No claim for indemnification may be brought under this Section 8.2(b) unless all claims for indemnification, in the aggregate, total more than $10,000.
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Name
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CSI
SHARES HELD
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PBCW Shares
To Be Issued
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Lindsay Taliento
412 Westside Drive
Rochester, NY 14624
Tel:
585-370-4303
|
660,000
|
31,114,286
|
|
||
Peter Schuster
140 Island Way #280
Clearwater, FL 33767
Tel:
727-479-5000
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150,000
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7,071,429
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|
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Danielle Pannoni
1733 7 Kennedy Drive
North Redington Beach, FL 33708
Tel:
585-831-3787
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140,000
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6,600,000
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Allison Drogan
51 Woodhaven Drive
Rochester, NY 14625
Tel:
585-749-8563
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50,000
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2,357,143
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1.
|
I have reviewed this
Form 10-Q for the period ending September 30, 2013 of Pub Crawl Holdings, Inc.
;
|
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 our 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;
|
|
b.
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Designed such internal control 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;
|
|
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
|
|
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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
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 control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 19, 2013
|
BRIAN MCFADDEN
|
Brian McFadden
|
||
Principal Executive Officer
|
1.
|
I have reviewed this
Form 10-Q for the period ending September 30, 2013 of Pub Crawl Holdings, Inc.
;
|
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;
|
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;
|
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 our 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;
|
|
b.
|
Designed such internal control 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;
|
|
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
|
|
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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
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 control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 19, 2013
|
MICHELLE PANNONI
|
Michelle Pannoni
|
||
Principal Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
BRIAN MCFADDEN
|
|
Brian McFadden
|
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
MICHELLE PANNONI
|
|
Michelle Pannoni
|
|
Chief Financial Officer
|