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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Nevada
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27-1989147
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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233 Wilshire Boulevard, Suite 830
Santa Monica, California
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90401
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(Address of principal executive offices)
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(Zip Code)
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Securities registered under Section 12(b) of the Exchange Act:
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Title of each class:
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Name of each exchange on which registered:
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None
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None
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Securities registered pursuant to Section 12(g) of the Act: Common Stock
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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PAGE
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PART I
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ITEM 1.
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Business.
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3
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ITEM 1A.
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Risk Factors.
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4
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ITEM 1B.
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Unresolved Staff Comments.
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4
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ITEM 2.
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Properties.
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4
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ITEM 3.
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Legal Proceedings.
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5
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ITEM 4.
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Mine Safety Disclosures.
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5
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PART II
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ITEM 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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5
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ITEM 6.
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Selected Financial Data.
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5
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ITEM 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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5
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ITEM 7A.
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Quantitative and Qualitative Disclosures About Market Risk.
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8
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ITEM 8.
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Financial Statements and Supplementary Data.
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F-1
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ITEM 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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9
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ITEM 9A.
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Controls and Procedures.
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9
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ITEM 9B.
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Other Information.
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10
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PART III
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ITEM 10.
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Directors, Executive Officers and Corporate Governance.
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10
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ITEM 11.
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Executive Compensation
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11
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ITEM 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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12
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ITEM 13.
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Certain Relationships and Related Transactions, and Director Independence.
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12
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ITEM 14.
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Principal Accounting Fees and Services.
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13
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PART IV
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ITEM 15.
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Exhibits, Financial Statement Schedules
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13
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SIGNATURES
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14
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INSPIRED BUILDER, INC.
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BALANCE SHEETS
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ASSETS
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As of September 30,
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2013
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2012
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ASSETS
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Current Assets:
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Cash
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$ | 857 | $ | - | ||||
Prepaid expenses
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- | 4,000 | ||||||
Total current assets
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857 | 4,000 | ||||||
Real estate
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307,504 | - | ||||||
Total assets
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$ | 308,361 | $ | 4,000 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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||||||||
Current Liabilities:
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Accounts payable and accrued expenses
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$ | 74,600 | $ | 17,429 | ||||
Accrued salary
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10,000 | |||||||
Due to related parties
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3,711 | 54,746 | ||||||
Mortgage payable - related party
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750,000 | |||||||
Notes payable - related parties
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324,520 | 211,000 | ||||||
Total current liabilities
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1,162,831 | 283,175 | ||||||
Commitments and Contingencies: (See Note 10)
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Stockholders' deficit:
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Preferred Stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding
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- | - | ||||||
Common stock, $0.001 par value, 50,000,000 shares authorized, 11,125,000 and 11,025,000 shares outstanding, and 11,025,000 shares issued, respectively
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11,125 | 11,025 | ||||||
Additional paid in capital
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(432,621 | ) | 9,975 | |||||
Accumulated deficit
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(432,974 | ) | (300,175 | ) | ||||
Total Stockholders’ deficit
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(854,470 | ) | (279,175 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | 308,361 | $ | 4,000 |
INSPIRED BUILDERS, INC.
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STATEMENTS OF OPERATIONS
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For the Years Ended September 30,
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2013
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2012
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OPERATING EXPENSES
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General and administrative
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$ | 97,748 | $ | 212,539 | ||||
Total operating expenses
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97,748 | 212,539 | ||||||
LOSS FROM OPERATIONS
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(97,748 | ) | (212,539 | ) | ||||
Other expenses
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Interest expense
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35,051 | 16,441 | ||||||
Net Loss before provision for income taxes
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(132,799 | ) | (228,980 | ) | ||||
Provision for income taxes
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- | - | ||||||
NET LOSS
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$ | (132,799 | ) | $ | (228,980 | ) | ||
Net loss per share - basic and diluted
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$ | (0.01 | ) | $ | (0.02 | ) | ||
Weighted average number of shares outstanding during the period - basic and diluted
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11,051,849 | 11,025,000 |
INSPIRED BUILDERS, INC
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STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012
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Additional
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Total
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Preferred Stock
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Common Stock
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Paid-in
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Accumulated
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Stockholders'
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||||||||||||||||||||||||
Shares
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Par Value
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Shares
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Par Value
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Capital
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Deficit
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Deficit
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Balance, September 30, 2011
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- | $ | - | 11,025,000 | $ | 11,025 | $ | 9,975 | $ | (71,195 | ) | $ | (50,195 | ) | ||||||||||||||
Net Loss for the year ended September 30, 2012
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- | - | - | - | - | (228,980 | ) | (228,980 | ) | |||||||||||||||||||
Balance, September 30, 2012
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- | - | 11,025,000 | 11,025 | 9,975 | (300,175 | ) | (279,175 | ) | |||||||||||||||||||
Net Loss for year ended September 30, 2013
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- | - | - | - | - | (132,799 | ) | (132,799 | ) | |||||||||||||||||||
Common stock approved for issuance for purchase of real estate
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- | - | 100,000 | 100 | (442,596 | ) | - | (442,496 | ) | |||||||||||||||||||
Balance September 30, 2013
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- | $ | - | 11,125,000 | $ | 11,125 | $ | (432,621 | ) | $ | (432,974 | ) | $ | (854,470 | ) |
Provision for income taxes is comprised of the following:
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September 30, 2013
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September 30, 2012
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Current tax expense:
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Federal
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$
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0
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$
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0
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State
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0
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0
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Total
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$
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0
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$
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0
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·
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The Company does not currently have an active Chief Financial Officer to oversee the day to day transactions and operations, which ensures the timely and accurate identification and reporting of all necessary transactions.
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·
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The Company does not have an independent audit committee that can review and approve significant transactions and the reporting process and provide independent oversight of the Company.
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·
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The Company is dependent on related parties for funding and decision making, which is provided on a very limited basis, therefore accurate accounting, record retention and financial disclosures are not performed in a timely and efficient manner.
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·
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The Company failed to issue shares approved for issuance as part of the purchase of property, which closed in June 2013.
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Name
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Age
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Position
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Matthew Nordgren
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30
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Chief Executive Officer, Chief Operating Officer and Director
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Name and Principal Position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)
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Option
Awards
($)
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Non-Equity
Incentive Plan
Compensation
($)
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Non-Qualified
Deferred
Compensation
Earnings
($)
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All Other
Compensation
($)
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Totals
($)
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Matthew Nordgren,
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2013
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$
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10,000
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0
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0
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0
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0
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0
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$
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0
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$
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10,000
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Chief Executive Officer (1)
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2012
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$
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0
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0
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0
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0
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0
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0
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$
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0
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$
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0
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Carlos Salas,
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2013
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$
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0
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0
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0
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0
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0
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0
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$
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0
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$
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0
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Chief Executive Officer, Chief Operating Officer (2)
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2012
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$
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0
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0
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0
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0
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0
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0
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$
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0
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$
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0
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(1)
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Matthew Nordgren was appointed as the Chief Executive Officer on February 22, 2013.
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(2)
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Carlos Salas resigned on February 22, 2013 as the Chief Executive Officer and director of the Company.
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Name
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Number of
Shares
Beneficially
Owned
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Percent
of
Class (1)
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Matthew Nordgren; 233 Wilshire Boulevard, Suite 830, Santa Monica, CA 90401
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0
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*
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All Executive Officers and Directors as a group (1 person)
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0
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*
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%
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Swan Associates Group, LLC
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3,508,333
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31.536
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%
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(1)
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Based on 11,125,000 shares of common stock outstanding as of February 25, 2014.
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(A)
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Any of our directors or officers;
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(B)
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Any proposed nominee for election as our director;
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(C)
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Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our common stock; or
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(D)
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Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of our company.
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●
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the director is, or at any time during the past three years was, an employee of the company;
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●
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the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
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●
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a family member of the director is, or at any time during the past three years was, an executive officer of the company;
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the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
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●
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the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or
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●
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the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.
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●
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approved by our audit committee; or
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●
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entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.
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10.1
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Employment Agreement for Matthew Nordgren
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10.2
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Purchase and Sale Agreement between the Company for the Duval property (1)
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10.3
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Assignment of Special Warranty Deed to the Duval Property (1)
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10.4
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Secured $750,000 promissory note of the Company (1)
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10.5
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Mortgage and Security Agreement on the Duval property (1)
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10.6 |
Joint Venture Agreement between Inspired Builders, Inc. and Development Property Holdings, Inc. dated December 10, 2013.
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Schema
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101.CAL
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XBRL Taxonomy Calculation Linkbase
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101.DEF
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XBRL Taxonomy Definition Linkbase
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101.LAB
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XBRL Taxonomy Label Linkbase
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101.PRE
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XBRL Taxonomy Presentation Linkbase
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(1)
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Referred to and incorporated by reference to the Current Report on Form 8-K filed on June 24, 2013.
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INSPIRED BUILDERS, INC.
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Date : March 5, 2014
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By:
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/s/ Matthew Nordgren
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Matthew Nordgren
Chief Executive Officer and Chief Financial Officer
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Signature
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Capacity
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Date
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/s/
Matthew Nordgren
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Chief Executive Officer and Chief Financial Officer
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March 5, 2014
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Matthew Nordgren
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(Principal Executive Officer and Principal Financial Officer) and Sole Director |
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10.
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Consequences of Breach by Employer;
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(i)
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if to the Employer:
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Copy to:
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Szaferman, Lakind, Blumstein & Blader, P.C.
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(ii)
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if to the Employee:
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(i)
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All ad valorem real property taxes on property owned by the Venture;
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(ii)
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Insurance premiums incurred pursuant to this Agreement; and
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(iii)
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Sums required to fund expenditures or obligations included in a duly adopted budget or otherwise approved as a Major Management Decision of the Venturers.
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INSPIRED BUILDERS, INC.,
a Nevada corporation
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Matt Nordgren
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By: |
/s/ Matthew J. Nordgren
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MATTHEW J. NORDGREN
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12-15-13
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Its: |
Chief Executive Officer
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DEVELOPMENT
PROPERTY HOLDINGS, INC.,
a California corporation
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/s/ Rebecca Mendez | By: | /s/ Paul B. Rohan | ||
PAUL B. ROHAN | ||||
Rebecca Mendez | Its: | Chief Executive Officer |
a)
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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;
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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;
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c)
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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;
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d)
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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;
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal controls 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 controls over financial reporting.
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Dated: March 5, 2014
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By:
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/s/ Matt Nordgren
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Matt Nordgren
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer)
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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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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Date: March 5, 2014
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By:
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/s/ Matt Nordgren
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Matt Nordgren
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer)
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