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(Mark One)
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[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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Nevada
(State or other jurisdiction of
incorporation or organization)
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75-3076597
(I.R.S. Employer
Identification No.)
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27420 Breakers Drive
Wesley Chapel, FL
(Address of principal executive offices)
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33544
(Zip Code)
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Large accelerated filer _______ | Accelerated filer ________ | |
Non-accelerated filer _______ | Smaller reporting company X | |
(Do not check if a smaller reporting company) |
PART I – FINANCIAL INFORMATION
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4
|
|
ITEM 1
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Financial Statements (Unaudited)
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5
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ITEM 2
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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18
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ITEM 3
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Quantitative and Qualitative Disclosures About Market Risk
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24
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ITEM 4
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Controls and Procedures
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24
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PART II – OTHER INFORMATION
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27
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ITEM 1
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Legal Proceedings
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27
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ITEM 1A
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Risk Factors
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27
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ITEM 2
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Unregistered Sales of Equity Securities and Use of Proceeds
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27
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ITEM 3
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Defaults Upon Senior Securities
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27
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ITEM 4
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Mine Safety Disclosures
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27
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ITEM 5
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Other Information
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28
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ITEM 6
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Exhibits
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28
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September 30,
2012
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December 31,
2011 |
|||||||
ASSETS
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||||||||
Current assets
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||||||||
Cash
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$ | 19 | $ | 78,361 | ||||
Prepaid expenses
|
800,069 | 911,589 | ||||||
Finance costs
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108,924 | - | ||||||
Total current assets
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909,012 | 989,950 | ||||||
Intangible assets
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69,757 | 44,564 | ||||||
Total assets
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$ | 978,769 | $ | 1,034,514 | ||||
LIABILITIES AND STOCKHOLDERS' EEQUITY (DEFICIT)
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||||||||
Current liabilities
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||||||||
Bank overdraft
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$ | - | $ | 410 | ||||
Accrued interest payable
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5,380 | - | ||||||
Accounts payable
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376,328 | 103,701 | ||||||
Accounts payable - related party
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66,500 | - | ||||||
Loans payable
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436,222 | - | ||||||
Notes payable - related party
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939,274 | 884,594 | ||||||
Total current liabilities
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1,823,704 | 988,705 | ||||||
Total liabilities
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1,823,704 | 988,705 | ||||||
Stockholders' equity (deficit)
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||||||||
Preferred stock $.001 par value: 15,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2012 and December 31, 2011
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- | - | ||||||
Common stock; $.001 par value; 100,000,000 shares authorized, 47,646,441 and 48,613,125 shares issued and outstanding as of September 30, 2012 and December 31, 2011
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47,646 | 48,613 | ||||||
Additional paid-in capital
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4,467,362 | 13,121,411 | ||||||
Common stock receivable
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- | (8,000,000 | ) | |||||
Accumulated deficit during development stage
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(5,359,973 | ) | (5,124,215 | ) | ||||
Total stockholders' equity (deficit)
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(844,935 | ) | 45,809 | |||||
Total liabilities and stockholders' equity (deficit)
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$ | 978,769 | $ | 1,034,514 |
From Inception
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From Inception
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|||||||||||||||||||||
(March 24, 2011)
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(March 24, 2011)
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|||||||||||||||||||||
Three months ended
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Nine months ended
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through
|
through
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|||||||||||||||||||
September 30,
2012
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September 30,
2011
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September 30,
2012
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September 30,
2011
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September 30,
2012
|
||||||||||||||||||
Revenues
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
Cost of goods sold
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- | - | - | - | - | |||||||||||||||||
Gross profit
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- | - | - | - | - | |||||||||||||||||
Operating expenses
|
||||||||||||||||||||||
Director stock compensation
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- | - | (2,650,000 | ) | - | - | ||||||||||||||||
Consulting fees
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501,923 | 358,425 | 1,408,002 | 1,433,655 | 3,012,582 | |||||||||||||||||
Professional fees
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19,480 | 85,342 | 162,984 | 269,417 | 701,463 | |||||||||||||||||
Research and development
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4,744 | 35,715 | 453,875 | 37,325 | 568,230 | |||||||||||||||||
General and administrative
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4,561 | 4,521 | 64,427 | 23,206 | 106,228 | |||||||||||||||||
Loss on deposit
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- | - | - | - | 100,000 | |||||||||||||||||
Loss on intangible property
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- | - | - | - | 75,000 | |||||||||||||||||
Total operating (income) expenses
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530,708 | 484,003 | (560,712 | ) | 1,763,603 | 4,562,503 | ||||||||||||||||
Other expense
|
||||||||||||||||||||||
Interest expense
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180,714 | - | 282,871 | - | 282,871 | |||||||||||||||||
Finance cost
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315,773 | - | 513,599 | - | 513,599 | |||||||||||||||||
Net loss
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$ | (1,027,195 | ) | $ | (484,003 | ) | $ | (235,758 | ) | $ | (1,763,603 | ) | $ | (5,359,973 | ) | |||||||
Basic loss per common share
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$ | (0.02 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.04 | ) | ||||||||||
Basic weighted average common
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||||||||||||||||||||||
shares outstanding
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47,646,411 | 48,259,875 | 47,864,741 | 43,984,354 |
Nine
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From Inception
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From Inception
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||||||||||
Months
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(March 24, 2011)
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(March 24, 2011)
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||||||||||
Ended
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through
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through
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||||||||||
September 30, 2012
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September 30, 2011
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September 30, 2012
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
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$ | (235,758 | ) | $ | (1,763,603 | ) | $ | (5,359,973 | ) | |||
Adjustments to reconcile net loss to
|
||||||||||||
net cash used by operating activities:
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||||||||||||
Stock issued to founder
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- | - | 22000 | |||||||||
Stock issued for services
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1,201,520 | - | 1,201,520 | |||||||||
Stock options issued for penalty
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- | - | 108,420 | |||||||||
Warrants issued for loan penalty
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68,233 | - | 68,223 | |||||||||
Warrants issued for interest
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209,258 | - | 209,258 | |||||||||
Stock compensation
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- | 1,451,877 | 1,600,802 | |||||||||
Amortization of financing cost
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513,599 | - | 513,599 | |||||||||
Director stock compensation from shareholder
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(2,650,000 | ) | - | - | ||||||||
Impairment of intangible asset & deposit
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- | - | 175,000 | |||||||||
Changes in operating assets and liabilities:
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||||||||||||
Increase in accrued interest
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5,380 | - | 5,380 | |||||||||
Increase in accounts payable related party | 66,500 | - | 66,500 | |||||||||
Net cash used by operating activities | 272,627 | 47,267 | 364,691 | |||||||||
Net cash used by operating activities
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(548,641 | ) | (264,459 | ) | (1,024,570 | ) | ||||||
Cash flows from investing activities:
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||||||||||||
Increase of intangible assets
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(25,193 | ) | - | (69,757 | ) | |||||||
Cash acquired through reverse merger
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- | 37 | 37 | |||||||||
Net cash provided by (used by) investing activities
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(25,193 | ) | 37 | (69,720 | ) | |||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from sale of common stock
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5,000 | - | 55,000 | |||||||||
Proceeds from notes payable
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436,222 | - | 436,222 | |||||||||
Proceeds from notes payable - related party
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55,470 | 316,717 | 602,877 | |||||||||
Payments from notes payable- related party
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(1,200 | ) | (3,000 | ) | (200 | ) | ||||||
Bank overdraft
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- | - | 410 | |||||||||
Net cash provided by financing activities
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495,492 | 313,717 | 1,094,309 | |||||||||
Net increase (decrease) in cash and cash equivalents
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(78,342 | ) | 49,295 | 19 | ||||||||
Cash, beginning of period
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78,361 | - | - | |||||||||
Cash, end of period
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$ | 19 | $ | 49,295 | $ | 19 | ||||||
Supplemental Schedule of non-cash activities
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||||||||||||
Shares issued for services
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$ | (800,069 | ) | $ | (1,082,514 | ) | $ | (1,711,658 | ) | |||
Prepaid expense acquired under reverse merger
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$ | - | $ | (375,003 | ) | $ | (375,003 | ) | ||||
Intangible asset acquired under reverse merger
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$ | - | $ | (75,000 | ) | $ | (75,000 | ) | ||||
Deposit acquired under reverse merger
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$ | - | $ | (100,000 | ) | $ | (100,000 | ) | ||||
Common stock receivable acquired under reverse merger
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$ | 8,000,000 | $ | 8,000,000 | $ | - | ||||||
Accounts payable acquired under reverse merger
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$ | - | $ | 11,637 | $ | 11,637 | ||||||
Notes payable acquired under reverse merger
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$ | - | $ | 336,187 | $ | 336,187 | ||||||
Warrants granted as finance cost
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$ | (108,924 | ) | $ | - | $ | (108,924 | ) |
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●
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Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.
|
|
|
|
●
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Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.
|
|
|
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●
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Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.
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From inception | ||||||||||||||||
For the Three Months Ended
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For the Three Months Ended
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For the Nine Months Ended
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(March 24, 2011)
through
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|||||||||||||
September 30, 2012
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September 30, 2011
|
September 30, 2012
|
September 30, 2011
|
|||||||||||||
Net (loss) | ||||||||||||||||
attributable to | ||||||||||||||||
common stockholders
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$ | (1,027,195 | ) | $ | (484,003 | ) | $ | (235,758 | ) | $ | (1,763,603 | ) | ||||
Weighted Average
|
||||||||||||||||
Shares Outstanding
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47,646,441 | 48,259,875 | 47,864,741 | 43,984,354 | ||||||||||||
Basic Loss Per Share
|
$ | (0.02 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.04 | ) | ||||
Number
of Warrants
|
Weighted-Average
Exercise Price
|
Weighted-Average
Remaining Life (Years)
|
||||||||||
Outstanding at December 31, 2011
|
-
|
$
|
-
|
-
|
||||||||
Granted
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1,591,500
|
$
|
0.33
|
2.71
|
||||||||
Exercised
|
-
|
$
|
0.00
|
-
|
||||||||
Cancelled
|
-
|
$
|
0.00
|
-
|
||||||||
Outstanding at September 30, 2012
|
1,591,500
|
$
|
0.34
|
2.71
|
||||||||
Exercisable at September 30, 2012
|
1,591,500
|
$
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0.33
|
2.71
|
ITEM 2
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
●
|
Motors/Generators,
|
●
|
Compressors,
|
● |
Turbines (Wind, Micro),
|
●
|
Bearings,
|
●
|
Electric Vehicles: rail, off-highway, mining, delivery, refuse,
|
●
|
Brakes/rotors/calipers,
|
● |
Pumps/fans,
|
● |
Passenger vehicles: auto, bus, train, aircraft,
|
●
|
Commercial vehicles: SUV, light truck, tram,
|
●
|
Military: boats, Humvee, truck, aircraft, and
|
●
|
Marine: boats ranging in size from 30 feet to 120 feet.
|
1.
|
Increase power density of current motor platforms by 20% to 50%,
|
2.
|
Reduce total product cost by 12.5% to 25%,
|
3.
|
Increase motor and generator efficiency by 1% to 2%, and
|
4.
|
Increase motor and generator life.
|
1.
|
Savings from reduced maintenance costs,
|
2.
|
Savings from the standardization of multiple platforms down to a single platform,
|
3.
|
Savings from the standardization of drawings and data around existing platforms,
|
4.
|
Savings from the ability to use standard designs and standard insulation systems versus custom, and
|
5.
|
Savings from the ability to integrate and produce on existing production lines with no retooling and no additional or minimum capital investment.
|
Three Months Ended September 30, 2012
|
||||
Revenue
|
$ | - | ||
Operating expenses:
|
||||
Consulting
|
501,923 | |||
Research and development
|
4,744 | |||
General & administrative
|
4,561 | |||
Professional fees
|
19,480 | |||
Total operating expenses
|
530,708 | |||
Interest expense
|
180,714 | |||
Amortized finance cost
|
315,773 | |||
Net operating loss
|
(1,027,195 | ) |
September 30, 2012
|
December 31, 2011
|
Change
|
||||||||||
Cash
|
$ | 19 | $ | 78,361 | $ | (78,342 | ) | |||||
Total Current Assets
|
$ | 909,012 | $ | 989,950 | $ | (80,938 | ) | |||||
Total Assets
|
$ | 978,769 | $ | 1,034,514 | $ | (55,745 | ) | |||||
Total Current Liabilities
|
$ | 1,823,704 | $ | 988,705 | $ | 834,999 | ||||||
Total Liabilities
|
$ | 1,823,704 | $ | 988,705 | $ | 834,999 |
ITEM 3
|
Quantitative and Qualitative Disclosures About Market Risk
|
ITEM 4
|
Controls and Procedures
|
3.1 (1)
|
Articles of Incorporation for Bibb Corporation
|
||
3.2 (2)
|
Amended Articles of Incorporation for Bibb Corporation dated September 3, 2010
|
||
3.3
|
Certificate of Amendment to Articles of Incorporation filed April 5, 2012
|
||
3.4 (1)
|
Bylaws of Bibb Corporation
|
||
3.5 (3)
|
Bylaw Amendments
|
||
10.1
|
Consulting Agreement with Lagoon Labs, LLC dated February 13, 2012
|
||
Warrant issued to McMahon, Serepca LLP for financial accommodations dated June 4, 2012.
|
|||
Spirit Bear Note and Warrant Purchase Agreement dated August
9, 2012.
|
|||
Spirit Bear Promissory Note B-1 issued pursuant to the Note and Warrant Purchase Agreement and dated April 27, 2012.
|
|||
Spirit Bear Promissory Note B-2 issued pursuant to the Note and Warrant Purchase Agreement and dated May 22, 2012.
|
|||
Spirit Bear Promissory Note B-3 issued pursuant to the Note and Warrant Purchase Agreement and dated June 28, 2012.
|
|||
Spirit Bear Promissory Note B-4 issued pursuant to the Note and Warrant Purchase Agreement and dated July 11, 2012.
|
|||
Spirit Bear Loan Extension Agreement for Note B-1 dated October 26, 2012.
|
|||
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|
|||
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|
|||
Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|||
Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
(1)
|
Incorporated by reference from our Registration Statement on SB-2 filed with the Commission on August 9, 2007.
|
(2)
|
Incorporated by reference from our Current Report on Form 8-K filed with the Commission on September 9, 2009.
|
(3)
|
Incorporated by reference from our Current Report on Form 8-K filed with the Commission on April 11, 2012.
|
HPEV, Inc.
|
|
Dated: November 19, 2012
|
/s/ Timothy Hassett
|
By: Timothy Hassett
|
|
Its: Chief Executive Officer
|
|
Warrant No. W-1 | Issue Date: June 4, 2012 |
HPEV, INC.
|
|
By
/s/ Theodore Banzaf
Theodore Banzhaf, President
|
Page | ||
1. Amount and Terms of the Notes; Terms of Warrants | 1 | |
1.1 Promissory Notes and Warrants | 1 | |
1.2 Closing | 1 | |
2. Representations and Warranties of the Company | 2 | |
2.1 Organization, Good Standing, and Qualification | 2 | |
2.2 Capitalization | 2 | |
2.3 Authorization | 2 | |
2.4 Valid Issuance of Common Stock | 2 | |
3. Representations and Warranties of the Lenders | 2 | |
3.1 Authorization | 2 | |
3.2 Purchase Entirely for Own Account | 2 | |
3.3 Disclosure of Information | 3 | |
3.4 Investment Experience | 3 | |
3.5 Accredited Investor | 3 | |
3.6 Restricted Securities | 3 | |
3.7 Further Limitations on Disposition | 3 | |
3.8 Legends | 3 | |
4. State Commissioners of Corporations | 4 | |
5. Miscellaneous | 4 | |
5.1 Successors and Assigns | 4 | |
5.2 Governing Law | 4 | |
5.3 Counterparts | 4 | |
5.4 Titles and Subtitles | 4 | |
5.5 Notices | 4 | |
5.6 Finder’s Fee | 5 | |
5.7 Entire Agreement; Amendments and Waivers | 5 | |
5.8 Effect of Amendment or Waiver | 5 | |
5.9 Severability | 5 | |
5.10 Release | 6 |
Schedule 2
|
Schedule of Exceptions
|
EXHIBITS A-1 to A-4
|
PROMISSORY NOTES
|
EXHIBITS B-1 to B-4
|
WARRANTS TO PURCHASE SHARES OF COMMON STOCK
|
1.
|
April 27, 2012 - $100,000 (funding)
|
2.
|
May 22, 2012 - $35,000 (funding)
|
3.
|
June 28, 2012 - $1,222.38 (expense payment)
|
4.
|
July 11, 2012 - $50,000 (funding)
|
HPEV, INC. | ||
By /s/ Tim Hassett | ||
Timothy Hassett, CEO | ||
LENDER: | ||
By /s/ Jay A. Palmer | ||
Jay A. Palmer, President | ||
Address: | ||
1470 First Avenue | ||
New York, NY 10075 |
$100,000.00 | April 27, 2012 |
HPEV, INC. | |
By /s/ Timothy Hassett | |
Timothy Hassett, Chief Executive Officer |
$35,000.00 | May 22, 2012 |
HPEV, INC. | |
By /s/ Timothy Hassett | |
Timothy Hassett, Chief Executive Officer | |
$1,222.38 | June 28, 2012 |
HPEV, INC. | |
By /s/ Timothy Hassett | |
Timothy Hassett, Chief Executive Officer | |
$50,000.00 | July 11, 2012 |
HPEV, INC. | |
By /s/ Timothy Hassett | |
Timothy Hassett, Chief Executive Officer | |
SPIRIT BEAR LIMITED (“Lender”) | HPEV INC . (“Borrower”) | |
By: /s/ Jay Palmer | By: /s/ Timothy Hassett | |
Jay Palmer , President | Timothy Hassett , Chief Executive Officer | |
1.
|
I have reviewed this Quarterly Report on Form 10-Q of HPEV, 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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit 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(s) 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: November 19, 2012
|
||
/s/ Timothy Hassett
|
||
By:
|
Timothy Hassett
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of HPEV, 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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit 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(s) 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)
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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
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(b)
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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
.
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Dated: November 19, 2012
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/s/ Quentin Ponder
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By
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Quentin Ponder
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Chief Financial Officer
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Dated: November 19, 2012
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/s/ Timothy Hassett
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By:
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Timothy Hassett
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Chief Executive Officer
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Dated: November 19, 2012
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/s/ Quentin Ponder
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By:
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Quentin Ponder
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Chief Financial Officer
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