R
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
April 30, 2016
.
|
£
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _________ TO _________.
|
Nevada
|
91-1766677
|
State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization
|
Identification No.)
|
Large accelerated filer
☐
|
Accelerated filer
☐
|
Non-accelerated filer
☐
(Do not check if a smaller reporting company)
|
Smaller reporting company
R
|
Page
|
||
PART I - FINANCIAL INFORMATION
|
2
|
|
Item 1.
|
Financial Statements (Unaudited).
|
2
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
18
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
27
|
Item 4.
|
Controls and Procedures.
|
27
|
PART II - OTHER INFORMATION
|
28
|
|
Item 1.
|
Legal Proceedings.
|
28
|
Item 1A.
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Risk Factors.
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28
|
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
|
28
|
Item 3.
|
Defaults Upon Senior Securities.
|
28
|
Item 4.
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Mine Safety Disclosures.
|
28
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Item 5.
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Other Information.
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28
|
Item 6.
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Exhibits.
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29
|
SIGNATURES
|
30
|
|
Common Stock
|
Additional
|
Other
|
||||||||||||||||||||||
Number of
Shares
|
Amount
|
Paid-in
Capital
|
Accumulated
Deficit
|
Comprehensive
Income
|
Total | |||||||||||||||||||
Balance, October 31, 2015
|
159,072,657
|
$
|
1,590,726
|
$
|
125,025,319
|
$
|
(118,046,936
|
)
|
$
|
219,561
|
$
|
8,788,670
|
||||||||||||
Stock option activity as follows: | ||||||||||||||||||||||||
- Stock-based compensation for options issued to directors, officers and employees
|
—
|
—
|
56,237
|
—
|
—
|
56,237
|
||||||||||||||||||
Other comprehensive loss
|
—
|
—
|
—
|
—
|
(4,896
|
)
|
(4,896
|
)
|
||||||||||||||||
Net loss for the six month period ended April 30, 2016
|
—
|
—
|
—
|
(779,085
|
)
|
—
——
|
(779,085
|
)
|
||||||||||||||||
Balance, April 30, 2016
|
159,072,657
|
$
|
1,590,726
|
$
|
125,081,556
|
$
|
(118,826,021
|
)
|
$
|
214,665
|
$
|
8,060,926
|
Six Months Ended
April 30,
|
||||||||
2016
|
2015
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(779,085
|
)
|
$
|
(1,255,875
|
)
|
||
Adjustments to reconcile net loss to net cash used by operating activities:
|
||||||||
Depreciation and asset impairment
|
58,130
|
36,775
|
||||||
Provision for uncollectible value-added taxes
|
61
|
6,235
|
||||||
Gain on sale of assets of discontinued operations (Note 4)
|
—
|
(285,406
|
)
|
|||||
Gain on sale of office and mining equipment (Note 7)
|
(127,612
|
)
|
—
|
|||||
Other income
|
(913
|
)
|
—
|
|||||
Foreign currency transaction (loss) gain
|
(8,338
|
)
|
176,430
|
|||||
Stock options issued for compensation
|
56,237
|
61,014
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Value-added tax receivable
|
15,591
|
46
|
||||||
Income taxes receivable
|
2,441
|
77
|
||||||
Other receivables
|
11,886
|
(9,769
|
)
|
|||||
Prepaid expenses and deposit
|
52,895
|
71,224
|
||||||
Accounts payable
|
55,801
|
(64,405
|
)
|
|||||
Accrued liabilities and expenses
|
(25,402
|
)
|
(70,042
|
)
|
||||
Income tax payable
|
(3,433
|
)
|
4,000
|
|||||
Net cash used in operating activities
|
(691,741
|
)
|
(1,329,696
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Other assets
|
—
|
80,238
|
||||||
Proceeds from sale of equipment
|
139,766
|
—
|
||||||
Net proceeds from sale of discontinued operations (Note 4)
|
—
|
1,362,883
|
||||||
Net cash provided by investing activities
|
139,766
|
1,443,121
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Net cash provided by financing activities
|
—
|
—
|
||||||
Effect of exchange rates on cash and cash equivalents
|
8,974
|
(24,315
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
(543,001
|
)
|
89,110
|
|||||
Cash and cash equivalents, beginning of period
|
950,878
|
1,886,169
|
||||||
Cash and cash equivalents, end of period
|
$
|
407,877
|
$
|
1,975,279
|
Six Months Ended
April 30,
|
||||||||
2016
|
2015
|
|||||||
SUPPLEMENTAL CASH FLOW DISCLOSURES:
|
||||||||
Income taxes paid
|
$
|
4,785
|
$
|
2,846
|
||||
Interest paid
|
$
|
1,428
|
$
|
—
|
For the Three Months Ended
April 30,
|
For the Six Months Ended
April 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Exploration and property holding costs
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
85,542
|
||||||||
Depreciation and asset impairment
|
—
|
—
|
—
|
3,305
|
||||||||||||
Foreign currency transaction loss
|
—
|
—
|
—
|
70,430
|
||||||||||||
Loss (gain) on sale of assets of discontinued operations, net of income taxes
|
—
|
10,963
|
—
|
(285,406
|
)
|
|||||||||||
Loss (income) from discontinued operations, net of income taxes
|
$
|
—
|
$
|
10,963
|
$
|
—
|
$
|
(126,129
|
)
|
Allowance for uncollectible VAT taxes – October 31, 2015
|
$
|
103,429
|
||
Provision for uncollectible VAT taxes
|
61
|
|||
Foreign currency translation adjustment
|
(4,100
|
)
|
||
Write-off VAT receivable
|
(602
|
)
|
||
Allowance for uncollectible VAT taxes – April 30, 2016
|
$
|
98,788
|
April 30,
|
October 31,
|
|||||||
2016
|
2015
|
|||||||
Mining equipment
|
$
|
251,697
|
$
|
504,451
|
||||
Vehicles
|
53,451
|
81,261
|
||||||
Buildings and structures
|
182,436
|
191,966
|
||||||
Computer equipment and software
|
83,701
|
83,701
|
||||||
Well equipment
|
39,637
|
39,637
|
||||||
Office equipment
|
52,931
|
52,931
|
||||||
663,853
|
953,947
|
|||||||
Less: Accumulated depreciation
|
(423,638
|
)
|
(648,333
|
)
|
||||
Office and mining equipment, net
|
$
|
240,215
|
$
|
305,614
|
Property concessions – October 31, 2015
|
$
|
5,593,263
|
||
Impairment
|
(30,170
|
)
|
||
Property concessions – April 30, 2016
|
$
|
5,563,093
|
Goodwill – October 31, 2015
|
$
|
2,058,031
|
||
Goodwill – April 30, 2016
|
$
|
2,058,031
|
Six Months Ended
April 30,
|
||||
Options
|
2016
|
2015
|
||
Expected volatility
|
65% - 70%
|
—
|
||
Risk-free interest rate
|
0.83% - 0.98%
|
—
|
||
Dividend yield
|
—
|
—
|
||
Expected term (in years)
|
2.50 – 3.50
|
—
|
Options
|
Shares
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Life (Years)
|
Aggregate Intrinsic Value
|
||||
Outstanding at October 31, 2015
|
8,657,858
|
$
|
0.46
|
2.36
|
$
|
—
|
||
Granted
|
4,075,000
|
$
|
0.06
|
|||||
Forfeited or Cancelled
|
(600,000)
|
$
|
1.09
|
|||||
Outstanding at April 30, 2016
|
12,132,858
|
$
|
0.30
|
2.89
|
$
|
204,687
|
||
Exercisable at April 30, 2016
|
8,941,193
|
$
|
0.37
|
2.28
|
$
|
68,229
|
Options Outstanding
|
Options Exercisable
|
|||||||||||
Exercise Price
|
Number
Outstanding
|
Weighted Average Remaining Contractual Life (Years)
|
Weighted Average Exercise Price
|
Number Exercisable
|
Weighted Average Exercise
Price
|
|||||||
$
|
0.06
|
4,075,000
|
4.82
|
$
|
0.06
|
1,358,334
|
$
|
0.06
|
||||
0.26
|
2,650,000
|
2.97
|
0.26
|
2,175,001
|
0.26
|
|||||||
0.37
|
1,785,000
|
2.07
|
0.37
|
1,785,000
|
0.37
|
|||||||
0.44 – 0.70
|
3,580,000
|
1.06
|
0.53
|
3,580,000
|
0.53
|
|||||||
2.18
|
42,858
|
1.72
|
2.18
|
42,858
|
2.18
|
|||||||
$
|
0.06 - 2.18
|
12,132,858
|
2.89
|
$
|
0.30
|
8,941,193
|
$
|
0.37
|
|
Level 1
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
|
|
Level 2
|
Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
|
|
Level 3
|
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
|
Nuevo Dulces Nombres (Centenario) and Yolanda III (two concessions)
|
|
Payment Date
|
Payment Amount
(1)
|
Monthly payment beginning August 2016 and ending July 2018
|
$20,000 per month
|
(1) | Until July 2018, the Company has the option of acquiring Nuevo Dulces Nombres (100% interest) for $4 million and Yolanda III (100% interest) for $2 million plus a lump sum payment equal to any remaining monthly payments. |
For the Three Months Ended
|
For the Six Months Ended
|
|||||||||||||||
April 30,
|
April 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Mexico
|
$
|
37,000
|
$
|
(168,000
|
)
|
$
|
(125,000
|
)
|
$
|
(455,000
|
)
|
|||||
Canada
|
(342,000
|
)
|
(359,000
|
)
|
(645,000
|
)
|
(833,000
|
)
|
||||||||
Gabon
|
(9,000
|
)
|
6,000
|
(9,000
|
)
|
(94,000
|
)
|
|||||||||
Loss from Continuing Operations
|
(314,000
|
)
|
(521,000
|
)
|
(779,000
|
)
|
(1,382,000
|
)
|
||||||||
(Loss) income from discontinued operations
|
—
|
(11,000
|
)
|
—
|
126,000
|
|||||||||||
Net Loss
|
$
|
(314,000
|
)
|
$
|
(532,000
|
)
|
$
|
(779,000
|
)
|
$
|
(1,256,000
|
)
|
|
Canada
|
Mexico
|
Gabon
|
Total
|
||||||||||||
Cash and cash equivalents
|
$
|
298,000
|
$
|
110,000
|
$
|
-
|
$
|
408,000
|
||||||||
Value-added tax receivable, net
|
-
|
111,000
|
-
|
111,000
|
||||||||||||
Other receivables
|
4,000
|
2,000
|
-
|
6,000
|
||||||||||||
Prepaid expenses and deposits
|
54,000
|
27,000
|
1,000
|
82,000
|
||||||||||||
Assets held for sale
|
-
|
29,000
|
-
|
29,000
|
||||||||||||
Office and mining equipment, net
|
-
|
240,000
|
-
|
240,000
|
||||||||||||
Property concessions
|
-
|
5,563,000
|
-
|
5,563,000
|
||||||||||||
Goodwill
|
-
|
2,058,000
|
-
|
2,058,000
|
||||||||||||
|
$
|
356,000
|
$
|
8,140,000
|
$
|
1,000
|
$
|
8,497,000
|
|
Canada
|
Mexico
|
Gabon
|
Total
|
||||||||||||
Cash and cash equivalents
|
$
|
932,000
|
$
|
18,000
|
$
|
1,000
|
$
|
951,000
|
||||||||
Value-added tax receivable, net
|
-
|
132,000
|
-
|
132,000
|
||||||||||||
Other receivables
|
10,000
|
11,000
|
-
|
21,000
|
||||||||||||
Prepaid expenses and deposits
|
104,000
|
30,000
|
1,000
|
135,000
|
||||||||||||
Office and mining equipment, net
|
-
|
306,000
|
-
|
306,000
|
||||||||||||
Property concessions
|
-
|
5,593,000
|
-
|
5,593,000
|
||||||||||||
Goodwill
|
-
|
2,058,000
|
-
|
2,058,000
|
||||||||||||
|
$
|
1,046,000
|
$
|
8,148,000
|
$
|
2,000
|
$
|
9,196,000
|
For the Three Months Ended
|
For the Six Months Ended
|
|||||||||||||||
April 30,
|
April 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Exploration and property holding (costs) recovery for the period
|
||||||||||||||||
Mexico Sierra Mojada
|
$
|
(96,000
|
)
|
$
|
(158,000
|
)
|
$
|
(253,000
|
)
|
$
|
(431,000
|
)
|
||||
Gabon Mitzic
|
(10,000
|
)
|
4,000
|
(10,000
|
)
|
(12,000
|
)
|
|||||||||
$
|
(106,000
|
)
|
$
|
(154,000
|
)
|
$
|
(263,000
|
)
|
$
|
(443,000
|
)
|
· | The sufficiency of our existing cash resources and working capital to enable us to continue our operations for the next 12 months as a going concern; |
· | Our planned activities at the Sierra Mojada project in 2016, including continuing to progress in securing additional surface rights, maintaining our property concessions and continuing to internally investigate the potential for a high grade underground zinc oxide mine and a small silver open pit; |
· | Prospects of entering the development or production stage with respect to any of our projects; |
· | Whether any part of the Sierra Mojada project will ever be confirmed or converted into SEC Industry Guide 7 – compliant “reserves”; |
· | The impact of the fine bubble flotation test work on the recovery of minerals and initial rough concentrate grade; |
· | The possible extension to the Sierra Mojada project of existing nearby gas pipeline; |
· | The impact of recent accounting pronouncements on our financial position, results of operations or cash flows and disclosures; |
· | The impact of changes to current state or federal laws and regulations in Mexico on estimated capital expenditures and operating and/or reclamation costs; |
· | Our ability to raise additional capital and the potential impact on our business, financial condition and results of operations of doing so or not; |
· | The impact of changing foreign currency exchange rates on our financial condition; |
· | Our efforts to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis; |
· | Our expectations regarding future recovery of value-added tax paid in Mexico; |
· | The merits of any claims in connection with, and the expected timing of any, ongoing legal proceedings; |
· | The period during which costs related to non-vested share-based compensation arrangements is expected to be recognized; and |
· | Our proposed calendar year 2016 capital and operating budgets for the Sierra Mojada project and general and administrative expenses and our ability to decrease those expenditures if circumstances warrant. |
●
|
Our ability to obtain additional financial resources on acceptable terms to (i) conduct our exploration activities and (ii) maintain our general and administrative expenditures at acceptable levels;
|
●
|
Results of future exploration at our Sierra Mojada Project;
|
●
|
Worldwide economic and political events affecting (i) the market prices for silver, zinc, lead, copper and other minerals that may be found on our exploration properties (ii) interest rates and (iii) currency exchange rates;
|
●
|
The amount and nature of future capital and exploration expenditures;
|
●
|
Volatility in our stock price;
|
●
|
Our inability to obtain required permits;
|
●
|
Competitive factors, includes exploration-related competition;
|
●
|
Timing of receipt and maintenance of government approvals;
|
●
|
Unanticipated title issues;
|
●
|
Changes in tax laws;
|
●
|
Changes in regulatory frameworks or regulations affecting our activities;
|
●
|
Our ability to retain key management and consultants and experts necessary to successfully operate and grow our business; and
|
●
|
Political and economic instability in Mexico and other countries in which we conduct our business, and future potential actions of the governments in such countries with respect to nationalization of natural resources or other changes in mining or taxation policies;
|
(a) | Evaluation of Disclosure Controls and Procedures. |
Incorporated by Reference
|
||||||||
Exhibit Number
|
Exhibit Description
|
Form
|
Date Filed
|
Exhibit
|
Filed Herewith
|
|||
10.1
|
|
Form of Subscription Agreement
|
|
8-K
|
05/23/2016
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Form of Warrant Certificate
|
|
8-K
|
05/23/2016
|
10.2
|
|
|
10.3+
|
2010 Stock Option Plan and Stock Bonus Plan, as amended
|
X
|
||||||
31.1
|
|
Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
X
|
|||||
|
|
|
||||||
31.2
|
|
Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
X
|
|||||
|
|
|
||||||
32.1
|
|
Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
X
|
|||||
|
|
|
||||||
32.2
|
|
Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
X
|
|||||
101.INS*
|
XBRL Instance Document
|
X
|
||||||
101.SCH*
|
XBRL Schema Document
|
X
|
||||||
101.CAL*
|
XBRL Calculation Linkbase Document
|
X
|
||||||
101.DEF*
|
XBRL Definition Linkbase Document
|
X
|
101.LAB*
|
XBRL Labels Linkbase Document
|
X
|
101.PRE*
|
XBRL Presentation Linkbase Document
|
X
|
Dated: June 13, 2016
|
By:
|
/s/ Timothy Barry
|
|
Timothy Barry
|
|
President and Chief Executive Officer
|
||
(Principal Executive Officer)
|
||
Dated: June 13, 2016
|
By:
|
/s/ Sean Fallis
|
Sean Fallis
|
||
Chief Financial Officer
|
||
(Principal Financial Officer and Principal Accounting Officer)
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1. | I have reviewed this Quarterly Report on Form 10-Q of Silver Bull Resources, 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. |
Dated: June 13, 2016
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By
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/s/ Timothy Barry
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Timothy Barry, President and Chief Executive Officer
(Principal Executive Officer)
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2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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. |
Dated: June 13, 2016
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By
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/s/ Sean Fallis
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Sean Fallis, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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Dated: June 13, 2016
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By
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/s/ Timothy Barry
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Timothy Barry, President and Chief Executive Officer
(Principal Executive Officer)
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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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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Dated: June 13, 2016
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By
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/s/ Sean Fallis
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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