GROTE MOLEN, INC.
|
(Exact name of issuer as specified in its charter)
|
Nevada
|
20-1282850
|
(State or Other Jurisdiction of incorporation or organization)
|
(I.R.S. Employer I.D. No.)
|
Reno, NV 89521
|
(Address of Principal Executive Offices)
|
(855) 807-8776
|
(Registrant's Telephone Number, Including Area Code)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
.☐
|
Non-accelerated filer
|
☐
.
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☒
.
|
Class
|
Outstanding as of May 15, 2017
|
Common Capital Voting Stock, $0.001 par value per share
|
30,878,620 shares
|
PART I - Financial Information
|
||
Item 1. Financial Statements (Unaudited)
|
Page
|
|
|
Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016
|
2
|
|
Consolidated Statements of Operations for the Three Months Ended March 31, 2017 and 2016
|
3
|
Consolidated Statements of Changes in Stockholder's Deficit
|
4
|
|
|
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016
|
5
|
|
Notes to Condensed Consolidated Financial Statements
|
6
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
12
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
16
|
|
Item 4. Controls and Procedures
|
16
|
|
|
|
|
PART II - Other Information
|
|
|
Item 1. Legal Proceedings
|
17
|
|
Item 1A. Risk Factors
|
17
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
17
|
|
Item 3. Defaults upon Senior Securities
|
17
|
|
Item 4. Mine Safety Disclosures
|
17
|
|
Item 5. Other Information
|
17
|
|
Item 6. Exhibits
|
18
|
|
Signatures
|
19
|
March 31,
|
December 31,
|
|||||||
2017
|
2016
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
$
|
2,098,340
|
$
|
57,033
|
||||
Accounts receivable
|
3,540
|
-
|
||||||
Prepaid expenses
|
156,254
|
100,954
|
||||||
Total Current Assets
|
2,258,134
|
157,987
|
||||||
Intangible assets, net
|
6,118,508
|
5,923,543
|
||||||
Total Assets
|
$
|
8,376,642
|
$
|
6,081,530
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
2,361,786
|
$
|
2,038,273
|
||||
Accounts payable and accrued expenses – related party
|
772,865
|
709,725
|
||||||
Accrued interest
|
60,678
|
52,888
|
||||||
Accrued interest – related party
|
1,403,455
|
1,241,911
|
||||||
Advances
|
40,000
|
-
|
||||||
Advances – related party
|
160,000
|
110,000
|
||||||
Wages payable
|
11,062,132
|
10,696,311
|
||||||
Deferred revenue
|
19,737
|
19,988
|
||||||
Notes payable
|
89,221
|
89,221
|
||||||
Current portion of long term debt
|
400,000
|
400,000
|
||||||
Convertible notes, short term, net of discounts
|
98,000
|
-
|
||||||
Convertible notes, short term – related party
|
284,172
|
284,172
|
||||||
Short term portion of convertible notes, long term – related party
|
3,712,638
|
-
|
||||||
Total Current Liabilities
|
20,464,684
|
15,642,489
|
||||||
Noncurrent Liabilities
|
||||||||
Contingent liability
|
37,500
|
37,500
|
||||||
Notes payable
|
677,771
|
800,000
|
||||||
Convertible notes payable, long term – related party
|
-
|
3,712,638
|
||||||
Total Liabilities
|
21,179,955
|
20,192,627
|
||||||
Commitments and Contingencies
|
-
|
-
|
||||||
Stockholders' Deficit
|
||||||||
Preferred Stock, Par Value $0.001, 5,000,000 shares authorized; 3,783,818 and 3,671,316 issued and outstanding as March 31, 2017 and December 31, 2016, respectively
|
3,784
|
3,671
|
||||||
Common Stock, Par Value $0.001, 100,000,000 shares authorized; 27,960,843 and 13,325,681 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively
|
27,961
|
13,326
|
||||||
Additional paid-in capital
|
23,948,925
|
20,287,638
|
||||||
Accumulated deficit
|
(36,838,983
|
)
|
(34,550,732
|
)
|
||||
Subscription payable
|
55,000
|
135,000
|
||||||
Total Stockholders' Deficit
|
(12,803,313
|
)
|
(14,111,097
|
)
|
||||
Total Liabilities and Stockholders' Deficit
|
$
|
8,376,642
|
$
|
6,081,530
|
|
For the
Three Months Ended
|
|||||||
|
March 31,
|
March 31,
|
||||||
|
2017
|
2016
|
||||||
|
||||||||
Revenues
|
$
|
28,741
|
$
|
2,543
|
||||
|
||||||||
Operating Expenses:
|
||||||||
Engineering
|
40,239
|
18,320
|
||||||
Sales and marketing
|
-
|
9,604
|
||||||
General and administrative
|
1,556,509
|
1,095,376
|
||||||
Total operating expenses
|
1,596,748
|
1,123,300
|
||||||
|
||||||||
Loss From Operations
|
(1,568,007
|
)
|
(1,120,757
|
)
|
||||
Other Income (Expense)
|
||||||||
Interest income
|
-
|
123
|
||||||
Interest expense
|
(65,742
|
)
|
(445,457
|
)
|
||||
Interest expense – related party
|
(160,838
|
)
|
(157,279
|
)
|
||||
Total other income (expense)
|
(226,580
|
)
|
(602,613
|
)
|
||||
Net Loss Before Income Taxes
|
(1,794,587
|
)
|
(1,723,370
|
)
|
||||
Income Tax
|
-
|
-
|
||||||
Net Loss From Continuing Operations
|
(1,794,587
|
)
|
(1,723,370
|
)
|
||||
Discontinued Operations
|
||||||||
Loss on disposal of discontinued operations
|
(484,927
|
)
|
-
|
|||||
Loss from discontinued operations
|
(8,737
|
)
|
-
|
|||||
Loss on discontinued operations
|
(493,664
|
)
|
-
|
|||||
|
||||||||
Net Loss
|
$
|
(2,288,251
|
)
|
$
|
(1,723,370
|
)
|
||
Loss From Continuing Operations per Common Share - Basic and Diluted
|
$
|
(0.11
|
)
|
$
|
(0.13
|
)
|
||
Loss From Discontinued Operations per Common Share - Basic and Diluted
|
$
|
(0.02
|
)
|
$ |
-
|
|||
Weighted Average Shares Outstanding - Basic and Diluted
|
17,046,510
|
13,325,681
|
Shares Outstanding - Preferred
|
Preferred
Stock
|
Shares Outstanding - Common
|
Common
Stock
|
Additional
Paid-in
Capital
|
Subscriptions Payable
|
Accumulated Deficit
|
Total Stockholders' Deficit
|
|||||||||||||||||||||||||
Balance as of December 31, 2015
|
9,804
|
$
|
10
|
13,325,681
|
$
|
13,326
|
$
|
3,110,821
|
$
|
-
|
$
|
(27,334,912
|
)
|
$
|
(24,210,755
|
)
|
||||||||||||||||
Issuance of preferred stock
|
608,922
|
609
|
-
|
-
|
3,130,395
|
135,000
|
-
|
3,266,004
|
||||||||||||||||||||||||
Note conversions
|
3,052,590
|
3,052
|
-
|
-
|
14,046,422
|
-
|
-
|
14,049,474
|
||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(7,215,820
|
)
|
(7,215,820
|
)
|
||||||||||||||||||||||
Balance as of December 31, 2016
|
3,671,316
|
3,671
|
13,325,681
|
13,326
|
20,287,638
|
135,000
|
(34,550,732
|
)
|
(14,111,097
|
)
|
||||||||||||||||||||||
Share conversion
|
50,000
|
50
|
(500,000
|
)
|
(500
|
)
|
450
|
-
|
-
|
-
|
||||||||||||||||||||||
Issuance of preferred stock
|
62,502
|
63
|
-
|
-
|
374,937
|
(100,000
|
)
|
-
|
275,000
|
|||||||||||||||||||||||
Issuance of common stock
|
-
|
-
|
6,170,162
|
6,170
|
2,741,402
|
20,000
|
-
|
2,767,572
|
||||||||||||||||||||||||
Business acquisition
|
-
|
-
|
8,695,000
|
8,965
|
485,551
|
-
|
-
|
494,516
|
||||||||||||||||||||||||
Issuance of warrants in conjunction with debt
|
-
|
-
|
-
|
-
|
31,002
|
-
|
-
|
31,002
|
||||||||||||||||||||||||
Issuance of warrants in conjunction with advances
|
-
|
-
|
-
|
-
|
27,945
|
-
|
-
|
27,945
|
||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,288,251
|
)
|
(2,288,251
|
)
|
||||||||||||||||||||||
Balance as of March 31, 2017
|
3,783,818
|
$
|
3,784
|
27,960,843
|
$
|
27,961
|
$
|
23,948,925
|
$
|
55,000
|
$
|
(36,838,983
|
)
|
$
|
(12,803,313
|
)
|
Three Months Ended
March 31,
|
||||||||
2017
|
2016
|
|||||||
Cash Flows From Operating Activities
|
||||||||
Net loss
|
$
|
(2,288,251
|
)
|
$
|
(1,723,370
|
)
|
||
Net loss from discontinued operations
|
493,664
|
-
|
||||||
Net loss from continuing operations
|
(1,794,587
|
)
|
(1,723,370
|
)
|
||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
75,193
|
76,202
|
||||||
Amortization of debt discounts
|
29,002
|
10,424
|
||||||
Warrants issued in conjunction with advances
|
27,945
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(3,540
|
)
|
50,000
|
|||||
Prepaid expenses
|
(55,300
|
)
|
91,937
|
|||||
Accounts payable
|
323,513
|
233,931
|
||||||
Accounts payable – related party
|
63,140
|
38,189
|
||||||
Accrued interest
|
7,790
|
435,033
|
||||||
Accrued interest – related party
|
161,544
|
157,279
|
||||||
Deferred revenue
|
(251
|
)
|
(2,542
|
)
|
||||
Wages payable
|
246,233
|
241,881
|
||||||
Net Cash Used in Operating Activities, Continuing Operations
|
(919,318
|
)
|
(391,036
|
)
|
||||
Net Cash Provided by Operating Activities, Discontinued Operations
|
45,028
|
-
|
||||||
Net Cash Used in Operating Activities
|
(874,290
|
)
|
(391,036
|
)
|
||||
Cash Flows From Investing Activities
|
||||||||
Proceeds from business acquisition
|
10,559
|
-
|
||||||
Purchases of intangible assets
|
(150,570
|
)
|
(90,670
|
)
|
||||
Net Cash Used in Investing Activities, Continuing Operations
|
(140,011
|
)
|
(90,670
|
)
|
||||
Net Cash Used in Investing Activities, Discontinued Operations
|
-
|
-
|
||||||
Net Cash Used in Investing Activities
|
(140,011
|
)
|
(90,670
|
)
|
||||
Cash Flows From Financing Activities
|
||||||||
Proceeds from sale of common stock
|
2,747,572
|
-
|
||||||
Proceeds from sale of preferred stock
|
275,000
|
483,000
|
||||||
Proceeds from subscriptions payable
|
20,000
|
-
|
||||||
Proceeds from issuance of short term convertible notes
|
100,000
|
-
|
||||||
Proceeds from advances
|
40,000
|
-
|
||||||
Proceeds from advances – related party
|
50,000
|
-
|
||||||
Repayments on long term debt
|
(122,229
|
)
|
-
|
|||||
Net Cash Provided by Financing Activities, Continuing Operations
|
3,110,343
|
483,000
|
||||||
Net Cash Used in Financing Activities, Discontinued Operations
|
(54,735
|
)
|
-
|
|||||
Net Cash Provided by Financing Activities
|
3,055,608
|
483,000
|
||||||
Net Increase In Cash
|
2,041,307
|
1,294
|
||||||
Cash, Beginning of Period
|
57,033
|
3,020
|
||||||
Cash, End of Period
|
$
|
2,098,340
|
$
|
4,314
|
||||
Non-Cash Investing and Financing Activities
|
||||||||
Wages payable included in capitalized intangible assets
|
$
|
119,588
|
$
|
128,917
|
||||
Common stock converted to preferred stock
|
$
|
500
|
$
|
-
|
||||
$
|
483,957
|
$
|
-
|
|||||
Warrants issued in conjunction with debt agreements
|
$
|
31,002
|
$
|
-
|
||||
Warrants issued and expensed in conjunction with advances
|
$
|
27,945
|
$
|
-
|
||||
Supplemental Disclosure of Cash Flow Information:
|
||||||||
Cash paid for interest
|
$
|
2,445
|
$
|
-
|
||||
Cash paid for income taxes
|
$
|
-
|
$
|
-
|
|
Revenue
|
Accounts Receivable
|
||||||||||||||
Three Months Ended March 31,
|
March 31,
|
|||||||||||||||
Customers
|
2017
|
2016
|
2017
|
2016
|
||||||||||||
Customer A
|
90
|
%
|
-
|
-
|
-
|
|||||||||||
Customer B
|
9
|
%
|
100
|
%
|
-
|
-
|
||||||||||
Customer C
|
-
|
-
|
100
|
%
|
-
|
March 31,
2017
|
December 31,
2016
|
|||||||
Beginning Balance
|
$
|
89,221
|
$
|
89,221
|
||||
Notes acquired in business acquisition
|
208,811
|
-
|
||||||
Repayments
|
(53,132
|
)
|
-
|
|||||
Notes divested in disposal of discontinued operations
|
(155,679
|
)
|
-
|
|||||
Ending Balance
|
$
|
89,221
|
$
|
89,221
|
March 31,
2017
|
December 31,
2016
|
|||||||
Beginning Balance
|
$
|
1,200,000
|
$
|
-
|
||||
Notes acquired in business acquisition
|
136,830
|
1,200,000
|
||||||
Repayments
|
(123,832
|
)
|
-
|
|||||
Notes divested in disposal of discontinued operations
|
(135,227
|
)
|
-
|
|||||
Ending Balance
|
$
|
1,077,771
|
$
|
1,200,000
|
||||
Short Term Portion of Long Term Debt
|
$
|
400,000
|
$
|
400,000
|
||||
Long Term Debt
|
$
|
677,771
|
$
|
800,000
|
March 31,
2017
|
December 31,
2016
|
|||||||
Beginning Balance
|
$
|
3,996,810
|
$
|
13,815,094
|
||||
Proceeds from issuance of convertible notes, net of issuance discounts
|
68,998
|
-
|
||||||
Conversion of notes payable into preferred stock
|
-
|
(9,452,000
|
)
|
|||||
Conversion of related party notes payable into preferred stock
|
-
|
(230,763
|
)
|
|||||
Settlement agreements
|
-
|
(145,945
|
)
|
|||||
Amortization of discounts
|
29,002
|
10,424
|
||||||
Ending Balance
|
$
|
4,094,810
|
$
|
3,996,810
|
||||
Convertible notes, short term, net of issuance discounts
|
$
|
98,000
|
$
|
-
|
||||
Convertible notes, short term – related party
|
$
|
284,172
|
$
|
284,172
|
||||
Short term portion of convertible notes, long term – related party
|
$
|
3,712,638
|
$
|
-
|
||||
Convertible notes, long term – related party
|
$
|
-
|
$
|
3,712,638
|
Year Ending December 31,
|
||||
2017 (nine months)
|
$
|
130,887
|
||
2018
|
177,950
|
|||
2019
|
183,609
|
|||
2020
|
78,612
|
|||
Total minimum lease payments
|
$
|
571,058
|
March 31,
|
December 31,
|
|||||||||
Party Name:
|
Relationship:
|
Nature of transactions:
|
2017
|
2016
|
||||||
Jay Wright
|
Legal Consultant
|
Consulting fees
|
$
|
383,295
|
$
|
355,795
|
||||
John Hayes
|
Chief Technology Officer
|
Expense reimbursement
|
339,125
|
308,485
|
||||||
Robert Graham
|
Chairman and Chief Executive Officer
|
Expense reimbursement
|
41,445
|
45,445
|
||||||
Robert Graham
|
Chairman and Chief Executive Officer
|
Rent
|
9,000
|
-
|
||||||
|
|
|
$
|
772,865
|
$
|
709,725
|
Stock price on the valuation date
|
$
|
0.45
|
||
Warrant exercise price
|
$
|
0.60 - 0.70
|
||
Dividend yield
|
0.00
|
%
|
||
Years to maturity
|
5.0
|
|||
Risk free rate
|
1.50 – 2.02
|
%
|
||
Expected volatility
|
55.43
|
%
|
Assets
|
||||
Accounts receivable
|
$
|
40,044
|
||
Deposits and prepaid expenses
|
90,559
|
|||
Inventory
|
1,157,555
|
|||
Property and equipment
|
117,254
|
|||
Intangible assets
|
62,820
|
|||
Total Assets
|
1,468,232
|
|||
Liabilities
|
||||
Accounts payable and accrued expenses
|
692,399
|
|||
Notes payable
|
290,906
|
|||
Total Liabilities
|
983,305
|
|||
Loss on disposal
|
$
|
484,927
|
Useful Life
|
|
Patent Costs
|
20 years
|
Software Licenses
|
7 years
|
Software Development Costs
|
15 years
|
3.1
|
Articles of Incorporation, as amended
(1)
|
3.2
|
Bylaws
(1)
|
4.1
|
Certificate of designation for Series A Preferred Stock, as amended *
|
4.2
|
Form of Five-Year Common Stock Purchase Warrant Included in Offerings
(2)
|
10.1
|
Promissory Note dated December 12, 2012 *
|
10.2
|
Promissory Note dated December 12, 2012 *
|
10.3
|
Promissory Note dated September 30, 2013 *
|
10.4
|
Promissory Note dated October 31, 2013 *
|
10.5
|
Promissory Note dated October 1, 2014 *
|
10.6
|
|
10.7
|
Promissory Note dated February 2, 2017 *
|
10.8
|
Settlement Agreement and Release and Note dated November 2, 2016 *
|
10.9
|
Settlement Agreement and Release and Note dated November 2, 2016 *
|
10.10
|
Completion of Plan of Reorganization dated as of February 22, 2017
(2)
|
10.11
|
Disposition of Assets dated as of March 31, 2017
(3)
|
31.1
|
Section 302 Certification of Chief Executive Officer *
|
31.2
|
Section 302 Certification of Chief Financial Officer *
|
32.1
|
Section 1350 Certification of Chief Executive Officer *
|
32.2
|
Section 1350 Certification of Chief Financial Officer *
|
(1)
|
Incorporated by reference to Exhibit Numbers 3.1 and 3.2 of the Company's registration statement on Form 10 filed with the SEC on May 14, 2010.
|
(2)
|
Incorporated by reference to the Company's September 30, 2016 Report on Form 10-Q filed November 14, 2017.
|
(3)
|
Incorporated by reference to Exhibit Number 10.1 of the current report on Form 8-K filed with the SEC on September 7, 2016 and amended on Form 8-K filed with the SEC on February 24, 2017
.
|
(4)
|
Date:
|
May 15, 2017
|
By:
|
/s/ Robert Graham
|
|
Robert Graham,
Chief Executive Officer and President
|
Date:
|
May 15, 2017
|
By:
|
/s/ John Bluher
|
|
John Bluher,
Chief Financial Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Grote Molen, Inc. (the "Registrant");
|
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 other certifying officer(s) 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 Rule 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.
|
I have disclosed, based on my 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:
|
May 15, 2017
|
|
By:
|
/s/ Robert Graham
|
|
|
|
|
Robert Graham
Chief Executive Officer and President
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Grote Molen, Inc. (the "Registrant");
|
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 other certifying officer(s) 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 Rule 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.
|
I have disclosed, based on my 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:
|
May 15, 2017
|
|
By:
|
/s/ John Bluher
|
|
|
|
|
John Bluher
Chief Financial Officer
|
(1)
|
The Quarterly 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 Quarterly Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.
|
Date:
|
May 15, 2017
|
|
By:
|
/s/ Robert Graham
|
|
|
|
|
Robert Graham
Chief Executive Officer and President
|
(3)
|
The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(4)
|
The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.
|
Date:
|
May 15, 2017
|
|
By:
|
/s/ John Bluher
|
|
|
|
|
John Bluher
Chief Financial Officer
|