Blow & Drive Interlock Corp (Form: 10-Q, Received: 08/13/2015 18:04:27)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file number: 000-55053

Blow & Drive Interlock Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

46-3590850

(I.R.S. Employer

Identification No.)

1080 La Cienega Boulevard

Suite 304

Los Angeles, California

(Address of principal executive offices)

90035

(Zip Code)

818-299-0653

Registrant’s telephone number, including area code

(Former address, if changed since last report)

(Former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨		Accelerated filer ¨

Non-accelerated filer ¨		Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x .

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 12, 2015, there were 15,004,000 shares of common stock, $0.0001 par value, issued and outstanding .

BLOW & DRIVE INTERLOCK CORPORATION

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3

ITEM 1	Financial Statements	4

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	15

ITEM 4	Controls and Procedures	15

PART II – OTHER INFORMATION		16

ITEM 1	Legal Proceedings	16

ITEM 1A	Risk Factors	16

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	16

ITEM 3	Defaults Upon Senior Securities	16

ITEM 4	Mine Safety Disclosures	16

ITEM 5	Other Information	16

ITEM 6	Exhibits	17

PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

ITEM 1

Financial Statements

The unaudited interim condensed financial statements of registrant for the three and six months ended June 30, 2015 and 2014 follow. The unaudited interim condensed financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All such adjustments are of a normal and recurring nature.

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Blow & Drive Interlock Corporation

Balance Sheets

	June 30,			December 31,
	2015			2014
	(Unaudited)
Assets
Current Assets
Cash	$	76,254		$	272,692
Total current assets		76,254		$	272,692

Other assets
Prepaid expenses		924			-
Deposit		6,225			-
Property and equipment		4,558			2,400
Total assets	$	87,961			275,092

Liabilities and Stockholders' Equity
Current liabilities
Accrued interest - related party	$	-		$	9,412
Accrued expenses		17,250			24,400
Accrued payroll liabilities		1,235			-
Taxes payable		2,800			2,000
Note payable - related party		56,549			48,994
Total current liabilities		77,834			84,806

Note payable - related party, net of current portion		97,470			108,799
Total liabilities		175,304			193,605

Stockholders’ equity
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none outstanding		-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 15,004,000 and 14,852,500 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively		1,500			1,485
Additional paid-in capital		390,656			305,671
Deficit accumulated during the development stage		(479,499	)		(225,669	)
Total stockholders’ equity		(87,343	)		81,487
Total Liabilities and Stockholders' Equity	$	87,961		$	275,092

The accompanying notes are an integral part of the financial statements

Blow & Drive Interlock Corporation

Statements of Operations

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014

Sales	$	-		$	-		$	-		$	-
Cost of sales		-			-			-			-
Gross Profit		-			-			-			-

Operating expenses
Payroll		40,318			-			92,494			-
Professional fees		22,138			29,587			47,000			79,032
General and administrative		30,438			18,005			49,862			26,798
Research development		45,130			-			57,630			-
Total operating expenses		138,024			47,592			246,986			105,830

Loss from operations		(138,024	)		(47,592	)		(246,986	)		(105,830	)

Other income (expense)
Interest expense		3,001			3,077			6,044			4,075

Income (loss) before income taxes		(141,025	)		(50,669	)		(253,030	)		(109,905	)

Income taxes		800			800			800			800

Net (loss)	$	(141,825	)	$	(51,469	)	$	(253,830	)	$	(110,705	)

Loss per common share-basic and diluted	$	0.00		$	0.00		$	0.00		$	(0.01	)

Weighted average number of common shares outstanding-basic and diluted		14,978,198			14,565,000			14,932,453			14,722,293

The accompanying notes are an integral part of the financial statements

Blow & Drive Interlock Corporation

Statement of Changes in Stockholders' Equity

									Stock
				Common			Additional Paid-		Subscription		Accumulated
	Shares			Stock			In Capital		Receivable		Deficit			Total
Balance at December 31, 2013		20,000,000		$	2,000		$	700	$	-	$	(1,900	)	$	800
Issuance of common stock for services		9,700,000			970			-		-		-			970
Issuance of common shares for subscription receivable		4,852,500			485			229,971		-		-			230,456
Repurchase of common stock		(19,700,000	)		(1,970	)		-		-		-			(1,970	)
Additional paid-in capital		-			-			75,000		-		-			75,000
Net loss		-			-			-		-		(223,769	)		(223,769	)
Balance at December 31, 2014		14,852,500			1,485			305,671		-		(225,669	)		81,487

Issuance of common stock for cash		151,500			15			84,985		-		-			85,000
Net loss		-			-			-		-		(253,830	)		(253,830	)
Balance at June 30, 2015		15,004,000		$	1,500		$	390,656	$	-	$	(479,499	)	$	(87,343	)

The accompanying notes are an integral part of the financial statements

Blow & Drive Interlock Corporation

Statements of Cash Flows

	For the Six Months Ended
	June 30, 2015			June 30, 2014
Cash Flows From Operating Activities
Net loss	$	(253,830	)	$	(110,705	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Common stock issued for services		-			970
Depreciation		240			-
Changes in:
Prepaid expenses		(924	)		(3,182	)
Deposits		(6,225	)		(48,000	)
Accrued interest - related party		(9,412	)		-
Accrued liabilities		(7,150	)		17,377
Accrued payroll liabilities		1,235			-
Taxes payable		800			-
Net cash used in operating activities		(275,266	)		(143,540	)

Cash Flows From Investing Activities
Purchase of fixed assets		(2,398	)		-
Net cash (used) in investing activities		(2,398	)		-

Cash Flows From Financing Activities
Proceeds from issuance of common stock		85,000			-
Repayments of notes payable - related party		(3,719	)		(2,207	)
Repurchase of common shares		-			(1,970	)
Proceeds from note payable - related party		-			160,000
Shareholder contributions		-			75,000
Net cash provided by financing activities		81,281			230,823
Net increase in cash		(196,383	)		87,283
Cash at beginning of period		272,692			2,000
Cash at end of period	$	76,309		$	89,283

Supplemental disclosure of cash flow information
Cash paid for:
Interest	$	15,308		$	998
Taxes	$	-		$	800

Non-cash transactions:
Common stock issued for subscription receivable	$	-		$	457
Common stock issued for services	$	-		$	970

The accompanying notes are an integral part of the financial statements

Blow & Drive Interlock Corporation

Notes to Financial Statements

(Unaudited)

Note 1: Nature of Operations and Summary of Significant Policies

The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and six-month periods ended June 30, 2015 are not necessarily indicative of the results that may be expected for the full fiscal year. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Nature of Operations

Blow & Drive Interlock (“the Company”) was incorporated on July 2, 2013 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company is a development-stage SEC reporting company that intends to market and lease alcohol ignition interlock devices to DUI/DWI offenders as part of their mandatory court or motor vehicle department programs.

On February 6, 2014, James Cassidy and James McKillop, both directors of the Company and the then president and vice president, respectively, resigned such directorships and all offices of the Company. Messrs. Cassidy and McKillop each beneficially retain 150,000 shares of the Company’s common stock.

On February 6, 2014, Laurence Wainer was named as the sole director of the Company and serves as its President and sole officer.

Basis of Presentation

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. From time to time, the Company maintains cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit

Income Taxes

Under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.

Loss per Common Share

The Company has adopted ASC 260 “Earnings Per Share”. Basic loss per common shares excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of June 30, 2015 and June 30, 2014, there are no outstanding dilutive securities.

Fair Value of Financial Instruments

FASB ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which priorities the inputs in measuring fair value. The hierarchy priorities the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that is either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying amounts of financial assets and liabilities, such as cash and accrued liabilities approximate their fair values because of the short maturity of these instruments.

Revenue

The Company has no revenue as of June 30, 2015.

Share-Based Compensation

The Company follows the provisions of ASC 718, Share-Based Payment, which requires all share-based payments to employees and non-employees to be recognized in the income statement based on their fair values. The Company uses the Black-Scholes pricing model for determining the fair value of share-based compensation. As of June 30, 2015 the Company has not issued any options or warrants.

Note 2: Going Concern

The Company has sustained a cumulative net loss and accumulated deficit of $479,499, since inception of the Company on July 2, 2013. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations. During, 2014, the Company raised approximately $230,000 from stock sales and $85,000 in the first six months of 2015. Management believes that after these cash infusions, the Company has adequate working capital to operate through December 31, 2015 based on these infusions and the ability of the Company to control and manage variable expenses and cash outflow.

Management’s plans also include selling its equity securities and obtaining debt financing to fund its capital requirement and on-going operations; however, there can be no assurance the Company will be successful in these efforts.

There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Note 3: Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-10, "Development Stage Entities (Topic 915)” which is in effect for reporting periods beginning after December 15, 2014, however early adoption is permitted and the Company has adopted this update for the year ended December 31, 2014. The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

Note 4: Stock Issuance

During the six months ended June 30, 2015 the Company issued 151,500 shares at par value of $0.0001 for a total of $85,000 in exchange cash.

Note 5: Warrant and Option Issuances

There were no warrant or option issuances during the three or six months ended June 30, 2015, nor are there any options or warrants outstanding at June 30, 2015.

Note 6: Deposits

On January 21, 2015, we and Mr. Wainer entered into a two-year lease with Marsel Plaza LLC for a storefront location at 1080 South La Cienega Boulevard, Suite 304, Los Angeles, California 90035. Our base rent under the lease is $1,450 per month. The lease began on February 1, 2015 and this balance reflects the building deposit and the last month of the lease agreement.

Note 7: Notes Payable

On February 16, 2014, the Company entered into a note payable agreement with Laurence Wainer, the director, President and sole officer of the Company. The note has a principal balance of $160,000 and bears interest at 7.75% per annum. Principal and interest payments are due in 60 equal monthly installments beginning in March 2014 of $3,205. The Company and Laurence Weiner entered into an additional agreement effective April 2014 suspending loan repayments until January 2015. As of January 2015, the payments have resumed through the period ending June 30, 2015.

Note 8: Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. As of March 31, 2015, the Company has no contingent liability that is required to be recorded.

Note 9: Subsequent Events

On August 4, 2015 the Company signed its first retail customer and executed production orders for the delivery of 125 units within the current month.

ITEM 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Disclaimer Regarding Forward Looking Statements

Our Management’s Discussion and Analysis or Plan of Operations contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

We are a development stage company that was incorporated in the State of Delaware in July 2013. As of the periods from inception, July 2, 2013 (inception), through the date of this report, we did not generate any revenue and incurred expenses and operating losses as part of our development stage activities. From July 2, 2013 (inception) to June 30, 2015, we experienced a net loss and accumulated deficit of $479,499 and total liabilities of $175,304 consisting primarily of notes payable to our president, Laurence Wainer.

We intend to market and lease a breath alcohol ignition interlock device which is a mechanism that is installed on the steering column of an automobile and into which a driver exhales. The device in turn provides a blood-alcohol concentration analysis. If the driver’s blood-alcohol content is higher than a certain pre-programmed limit, the device prevents the ignition from engaging and the automobile from starting. These devices are often required for use by DUI or DWI (“driving under the influence” or “driving while intoxicated”) offenders as part of a mandatory court or motor vehicle department program.

We paid Well Electric, a company located in China with experience in design and manufacture of ignition interlock devices, $30,000 to design and manufacture the prototype ignition interlock device for us. Well Electric produced six prototype devices for us which we received in November 2014. Additional units can be purchased at a cost of approximately $500 for units with a camera and $400 each for units without a camera.

We sent two of the devices to an independent certified testing laboratory in December 2014 to verify that they meet or exceed the guidelines for such interlock systems published by the National Highway Transportation Safety Agency (NHTSA). This process was completed and approved June 17, 2015.

We have completed successful certification from NHSTA, certified by the International Organization for Standardization (“ISO”), an independent testing laboratory, and currently have state certification in three states to date. Our business plan includes growth of the company’s retail installations and monitoring of DUI / DWI offenders and the selling of distributorship operations, utilizing our ignition interlock devices as well as the development of additional company-owned storefront locations.

In May, 2015 our Federal Franchise Disclosure Documents were approved by the Federal Trade Commission to sell franchise opportunities in 29 states. In addition, we submitted and received approval for installations and monitoring in an additional three registration states.

Executive Overview (continued)

On June 16, 2015, our BDI-747 along with our patented-pending BDI Model #1 power line filter successfully completed laboratory testing in accordance with NHTSA 2013 Model Specifications for breath alcohol ignition interlock devices (BAIID). On June 17, 2015 the Company received (NHTSA) certification from a NHSTA certified ISO independent testing laboratory. As of July 27, 2015 we have begun production of our patent pending BDI Model #1 power line filter to attach to our BDI-747 Breath Alcohol Ignition Interlock Device which together were certified by NHSTA on June 17, 2015 to work to together to meet or exceed 2013 NHSTA guidelines.

Since receiving our NHSTA Certification and as of July 24, 2015 we have submitted applications to 10 states to be considered as a state certified breath alcohol ignition interlock manufacturer and provider.

On July 23, 2015 we received approval from the California Department of Motor Vehicles to provide Alcohol Ignition Interlock devices and Monitoring for all Ignition Interlock Mandated DUI/DWI offenders throughout the state.

On July 24, 2015 we received approval from the Oregon Department of Motor Vehicles to provide Alcohol Ignition Interlock Devices and Monitoring for Ignition Interlock Mandated DUI/DWI offenders throughout the state. Oregon has adopted in-car camera technology as a requirement for state approval. The in-car camera feature is just one of several anti-circumvention features found on the BDI-747.

On August 4, 2015 the Company signed its first retail customer and executed production orders for the delivery of 125 units for delivery by August 31, 2015.

We have opened our initial storefront location in Los Angeles County, California and hired three qualified personnel to install, calibrate, remove and monitor the devices. Our business plan includes growth of by continuing to complete and submit more state applications and to build up our service infrastructure by utilizing our own retail infrastructure, distributors and franchisees.

Liquidity and Capital Resources

Our cash balance at June 30, 2015 was $76,254 due largely to Laurence Wainer contributing $75,000 as additional paid in capital in 2014, $230,000 from stock sales and a long-term note in the amount of $160,000 due in March 2019. Management believes that after these cash infusions, and assuming we control and manage variable expenses and cash outflow, we have adequate working capital to operate through December 31, 2015 since our operating expenses for the three months ended June 30, 2015 was $138,024.

Cash provided by financing activities for the six months ended June 30, 2015 was $85,000 which consisted from the issuance of common stock for cash.

Results of Operations

We are in the development stage and have not generated revenues as of June 30, 2015.

We incurred operating expenses and interest expense of $141,025 and $253,030 for the three and six months ending June 30, 2015 compared to $50,669 and $109,905 for the same periods of 2014. These expenses consisted of payroll, general and administrative expenses, professional fees, research and development costs and interest expense incurred in connection with the day-to-day operation of our business. Our net loss from inception through June 30, 2015 was $479,499.

Off- Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Commitments and Contingent Liabilities

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. As of June 30, 2015, we have no contingent liability that is required to be recorded nor disclosed.

ITEM 3

Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Pursuant to rules adopted by the Securities and Exchange Commission we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to rules promulgated under the Securities Exchange Act of 1934. This evaluation was done as of the end of June 30, 2015 under the supervision and with the participation of our principal executive officer (who is also the principal financial officer).

Based upon our evaluation, our principal executive and financial officer (Mr. Wainer performs both roles) concluded that, as of June 30, 2015, our existing disclosure controls and procedures were not effective. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to management, including the principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. With only one officer in charge of such reporting controls, there is no backup to the oversight of such individual and thus such disclosure controls and procedures may not be considered effective.

We have engaged outside accounting and finance advisors to assist us in better implementing effective disclosure controls and procedures.

Changes in Internal Control over Financial Reporting

Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Internal Control over Financial Reporting

We are responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Rule 13a-15 of the Securities Exchange Act of 1934. Our president conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2015, based on the criteria establish in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was ineffective as of June 30, 2015, based on those criteria. A control system can provide only reasonably, not absolute, assurance that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.

Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2015 and identified the following material weaknesses:

Inadequate segregation of duties: We have an inadequate number of personnel to properly implement control procedures.

Lack of Audit Committee and Outside Directors on the Company’s Board of Directors: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

PART II – OTHER INFORMATION

ITEM 1

Legal Proceedings

Currently, we are not involved in any pending litigation and are not aware of any pending or threatened action against us.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

ITEM 1A

Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 2

Unregistered Sales of Equity Securities and Use of Proceeds

Between January 1, 2015 and June 30, 2015, we issued 151,500 shares of our common stock to seven (7) investors for an aggregate consideration of $85,000. The issuances were effected in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended. The recipients were provided information about us and an investment in our common stock and the issuances did not involve any form of general solicitation or general advertising.

ITEM 3

Defaults Upon Senior Securities

There have been no events which are required to be reported under this Item.

ITEM 4

Mine Safety Disclosures

There have been no events which are required to be reported under this Item.

ITEM 5

Other Information

There have been no events which are required to be reported under this Item.

ITEM 6

Exhibits

Item No.		Description

3.1 (1)		Certificate of Incorporation of Jam Run Acquisition Corporation

3.2*		Amendment to Certificate of Incorporation of Jam Run Acquisition Corporation

3.3 (1)		Bylaws of Jam Run Acquisition Corporation.

10.1 (2)		Agreement between Tiber Creek Corporation and Laurence Wainer dated January 25, 2014

10.2 (2)		Promissory Note between the Company and Laurence Wainer dated February 16, 2014

10.3 (3)		Lease Agreement by and between Marsel Plaza LLC and Laurence Wainer and Blow and Drive Interlock Corporation dated January 21, 2015

10.4*		Supply Agreement by and between BDI Manufacturing, Inc., an Arizona corporation, and C4 Development Ltd. dated June 29, 2015

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer (filed herewith).

32.1		Section 1350 Certification of Chief Executive Officer (filed herewith).

32.2		Section 1350 Certification of Chief Accounting Officer (filed herewith).

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(1)

Incorporated by reference from our Registration Statement on Form 10, filed with the Commission on September 30, 2013.

(2)

Incorporated by reference from our Registration Statement on Form S-1, filed with the Commission on July 24, 2014.

(3)

Incorporated by reference from our Annual Report on Form 10-K, filed with the Commission on March 30, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Blow & Drive Interlock Corporation

Dated: August 13, 2015		/s/ Laurence Wainer
	By:	Laurence Wainer
		Chief Executive Officer and Chief Financial Officer

Exhibit 3.2

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:13 PM 02/06/2014

FILED 02:13 PM 02/06/2014

SRV 140142055 - 5360660 FILE

Certificate of Amendment to

Jam Run Acquisition Corporation

Certificate of Incorporation

February 6, 2014

Jam Run Acquisition Corporation (the "Corporation"), a corporation organized and existing under the Delaware General Corporation Law, hereby certifies as follows:

FIRST: As of February 6, 2014 the Corporation had 20,000,000 shares of common stock issued and outstanding.

SECOND: by unanimous consent of the Board of Directors and by written consent of the shareholders, an amendment to the Certificate of Incorporation of the Corporation, as written below, was adopted in accordance with Section 242 of the Delaware General Corporation Law.

THIRD: Article One to the Certificate of Incorporation shall be amended in its entirety to read as follows:

“ARTICLE ONE

Name

The name of the Corporation is Blow & Drive Interlock Corporation”.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed and attested by its duly authorized officers, on 6 ^th day of February, 2014.

	JAM RUN ACQUISITION CORPORATION

Attest:

/s/ James M. Cassidy	BY:	/s/ James M. Cassidy
James M. Cassidy		James M. Cassidy
Secretary		President

Exhibit 10.4

SUPPLY AGREEMENT

This Supply Agreement is made and entered into this 29th day of June, 2015 by and between BDI Manufacturing, Inc., an Arizona corporation with its principal place of business located at 1080 S. La Cienega Blvd., Suite 304, Los Angeles, CA 90035 (the “Buyer”) and C4 Development Ltd., a Hong Kong Corporation with its principal place of business located at Rm 1306, Winful Centre, 30 Shing Yip Street, Kwun Tong, Kln., Hong Kong (the “Supplier”) (Buyer and Supplier hereinafter referred to individually as a “Party” and collectively as “the Parties”).

RECITALS

WHEREAS, Buyer is the manufacturer of a Breath Alcohol ignition interlock system known as the BDI-747 Ignition Interlock Device (the “BDI-747 Ignition Interlock Device”), which has met the 2013 National Highway Traffic Safety Administration (NHTSA) guidelines for Breath Alcohol Ignition Interlock Devices. [Federal Register Volume 78, Number 89] as an authorized Breath Alcohol Ignition Interlock Device (BAIID) [Element Materials Technology/Report # ESP018444P June 17, 2015]; the BDI-747 Ignition Interlock Device is manufactured by BDI Manufacturing Inc., a subsidiary of Blow & Drive Interlock Inc. Additional components manufactured by BDI Manufacturing MUST be added to the parts supplied in order to meet the 2013 NHTSA guidelines for Breath Alcohol Ignition Interlock Devices. [Test Report TUV SUD America-Report # NC72105976.1 Appendix A]

WHEREAS, some of the components of the BDI-747 Ignition Interlock Device are parts known as the PCB with Alcohol Tester, PCB with data logger, plastic casings for PCB, 3.45’’ TFT LCD Module, plastic mouthpieces, connection cables (the “Parts”), which are parts for an interlock system that HAS NOT been able to meet the 2013 NHTSA guidelines for Breath Alcohol Ignition Interlock Devices. [Federal Register Volume 78, Number 89] as a stand-alone ignition interlock device; Additional components manufactured by BDI Manufacturing MUST be added to the parts supplied in order to meet the 2013 NHTSA guidelines for Breath Alcohol Ignition Interlock Devices. [Test Report TUV SUD America-Report # NC72105976.1 Appendix A]

WHEREAS, Supplier is in the business of manufacturing the Parts for an interlock system;

WHEREAS, Buyer desires to have Supplier produce the Parts and supply them to Buyer for use in the BDI-747 Ignition Interlock Device and Supplier is willing to produce and supply the Parts to Buyer for use in the BDI-747 Ignition Interlock Device;

NOW, THEREFORE, the Parties hereby agree as follows:

AGREEMENT

Definitions

In this Agreement, the following terms shall have the following respective meanings:

(a) “Agreement” means this Supply Agreement and Exhibit A hereto.

(b) “Business Day” means Monday through Friday except for public holidays. A public holiday is a day that is a public holiday in the United States of America.

(c) “Confidential Information” means any and all information that is disclosed by one Party to the other Party and that relates to the Parties’ business relationship hereunder, including, but not limited to, information relating to the manufacturing of the BDI-747 Ignition Interlock Device and any and all information exchanged between the Parties pursuant to Article 4(c) hereof. Any Confidential Information disclosed in tangible form shall be marked as “CONFIDENTIAL” or “PROPRIETARY” or by a similar legend by the disclosing Party prior to disclosure. Any Confidential Information disclosed orally or visually shall be identified as such prior to, concurrent with or following disclosure and summarized in writing by the disclosing Party to the receiving Party within thirty (30) calendar days of the disclosure. Confidential Information shall not include information which (i) is in or comes into the public domain without breach of this Agreement by the receiving Party; (ii) was in the possession of the receiving Party prior to receipt from the disclosing Party and was not acquired by the receiving Party from the disclosing Party under an obligation of confidentiality or non-use; (iii) is acquired by the receiving Party from a third party not under an obligation of confidentiality or non-use to the disclosing Party; or (iv) is independently developed by the receiving Party without use of any Confidential Information of the disclosing Party.

(d) “Effective Date” means the date first written above.

(e) “Raw Materials” means any and all raw materials and components needed by Supplier to manufacture, label or package the Parts according to the terms and conditions of this Agreement.

(f) “Specifications” means the specifications for the Parts, including, but not limited to, product specifications, manufacturing, testing, labeling, packaging and storing instructions, and standards of quality, which are attached under Exhibit A hereto.

(g) “Term” means the period commencing on the Effective Date and terminating as set forth in Article 11 hereof.

Scope of Agreement

On and subject to the terms and conditions of this Agreement, Supplier shall manufacture, test, package, store and supply the Parts to Buyer and Buyer shall purchase the Part from Supplier from time to time.

Specifications

Supplier shall manufacture, test, label, package and store the Parts in accordance with the specifications supplied by Buyer (the “Specifications”) and in compliance with all applicable laws, rules and regulations. Buyer shall deliver to Supplier written notice of any required changes to the Specifications, and Supplier will accommodate such Specification changes unless doing so would adversely affect Supplier’s business in Supplier’s reasonable judgment. If any Specification change requested by Buyer affects Supplier’s costs of manufacturing, testing, labeling, packaging or storing the Parts adversely, the Parties will negotiate, in good faith, an adjustment to the pricing set forth in Article 6 hereof. Any changes to the Specifications shall be incorporated in this Agreement as a written amendment to Exhibit A hereto.

Compliance

(a) The Parts shall be manufactured in Supplier’s facilities located at Rm 1306, Winful Centre, 30 Shing Yip Street, Kwun Tong, Kln., Hong Kong and Shenzhen, China unless otherwise agreed by the Parties. Supplier shall, at its expense, maintain its facilities used for the manufacture of the Parts in compliance with all applicable laws, rules and regulations, including, but not limited to, any applicable environmental, health and safety laws.

(b) Supplier shall, at its expense, be responsible for obtaining and maintaining any permits or approvals from government authorities which are required in connection with the performance of its obligations hereunder.

(c) Supplier shall permit representatives of Buyer to visit Supplier’s facilities for the purpose of observing the manufacturing, testing, labeling, packaging and storing of the Parts. Buyer agrees to give Supper reasonable notice of any proposed visit to the facilities. Any such visits shall be during normal business hours on work days and any information gathered during such visits shall be kept confidential in accordance with the provisions of Article 10 hereof.

Order Forecasts

Prior to the beginning of each calendar quarter, Buyer shall provide to Supplier a written forecast of the number of Parts expected to be ordered in the following three (3) month period. Based on the forecast, Supplier shall purchase Raw Materials for the manufacturing, labeling and packaging of the Parts, in such quantities, in Supplier's reasonable judgment, that are required to fill forecasted orders during such period. Buyer shall reimburse Supplier for any Raw Materials which remain in Supplier’s possession following the termination of this Agreement or a decision of Buyer or an agreement of the Parties which render such Raw Materials obsolete or not useable by Supplier hereunder. Reimbursement shall be made at actual cost including appropriate overheads.

Price

Supplier shall charge Buyer, and Buyer shall pay for the Parts, as specified in the Specifications. Such prices shall be fixed during the Term. See Appendix A

[Reserved] (intellectual property)

[Reserved] (indemnity)

Insurance

During the Term and for a period of two (2) years after delivery of the last Parts to Buyer hereunder, either Party shall maintain an adequate insurance program which is sufficient to adequately protect against the risks associated with its ongoing business, including the risks which might possibly arise in connection with the transactions contemplated by this Agreement.

10.

Confidentiality

(a) Obligations of Non-Disclosure and Non-Use . Unless otherwise agreed to in advance, in writing, by the disclosing Party or except as expressly permitted by this Agreement, the receiving Party will not, except as required by law or court order, use Confidential Information of the disclosing Party or disclose it to any third party for the Term and for a period of three (3) years thereafter.

The receiving Party may disclose Confidential Information of the disclosing Party only to those of its employees or contractors who need to know such information. In addition, prior to any disclosure of such Confidential Information to any such employee or contractor, such employee or contractor shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions of this Agreement. In any event, the receiving Party shall be responsible for any breach of the terms and conditions of this Agreement by any of its employees or contractors.

The receiving Party shall use the same degree of care to avoid disclosure of the disclosing Party’s Confidential Information as the receiving Party employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care.

(b) Return of Confidential Information . Upon the termination or expiration of this Agreement for any reason, or upon the disclosing Party’s earlier request, the receiving Party will deliver to the disclosing Party all of the disclosing Party’s property or Confidential Information in tangible form that the receiving Party may have in its possession or control. The receiving Party may retain one copy of the Confidential Information in its legal files.

11.

Term and Termination

(a) Term . This Agreement shall commence on the Effective Date and shall continue until terminated under Article 11 (b) hereof.

(b) Termination . This Agreement may be terminated by either Party (i) at any time for any reason by giving ninety (90) calendar days written notice of such termination to the other Party, and (ii) in the event of a material breach by the other Party by giving ninety (90) calendar days written notice of such termination to the other Party. “Material breach” shall include: (i) any violation of the terms of Articles 10 and 13, (ii) any other breach that a Party has failed to cure within ninety (90) calendar days after receipt of written notice by the other Party, (iii) an act of gross negligence or willful misconduct of a Party, or (iv) the insolvency, liquidation or bankruptcy of a Party.

(c) Effect of Termination . Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate except for such legal obligations, rights and duties as shall have accrued prior to the effective date of termination and except as otherwise expressly provided in this Agreement.

12.

Independent Contractors

It is understood that both Parties hereto are independent contractors and engage in the operation of their own respective businesses. Neither Party hereto is to be considered the agent of the other Party for any purpose whatsoever and neither Party has any authority to enter into any contract or assume any obligation for the other Party or to make any warranty or representation on behalf of the other Party. Each Party shall be fully responsible for its own employees, servants and agents, and the employees, servants and agents of one Party shall not be deemed to be employees, servants and agents of the other Party for any purpose whatsoever.

13.

Non-Publicity

Each of Buyer and Supplier agree not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, (iv) as required by a local, state or federal regulatory authorities for either approval of the BDI-747 Ignition Interlock Device for its intended purposes or as a result of the Buyer being a reporting company under the Securities Exchange Act of 1934, as amended, or (v) as may be required in connection with the enforcement of this Agreement.

14.

Assignment

Neither Party may without written approval of the other assign this Agreement or transfer its interest or any parts thereof under this Agreement to any third party except that a Party may assign its rights or obligations to a third party in connection with the merger, reorganization or acquisition of stock or assets affecting all or substantially all of the properties or assets of the assigning Party.

15.

Injunctive Relief

Each of Buyer and Supplier acknowledge that a violation of Article 10 would cause immediate and irreparable harm for which money damages would be inadequate. Therefore, the harmed Party will be entitled to injunctive relief for the other Party’s breach of any of its obligations under the said Article without proof of actual damages and without the posting of bond or other security. Such remedy shall not be deemed to be the exclusive remedy for such violation, but shall be in addition to all other remedies available at law or in equity.

16.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the United States of America, without giving effect to any choice of law or conflict of law provisions. The Parties consent to the exclusive jurisdiction and venue in the appropriate state or federal court having jurisdiction over Los Angeles, California.

17.

General

This Agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject. In the event of any discrepancy between the provisions of this Supply Agreement and the provisions of Exhibit A , the terms and conditions of this Supply Agreement shall prevail. This Agreement may not be modified other than by a written instrument executed by duly authorized representatives of the Parties.

18.

Survival of Provisions

The following provisions shall survive the termination of this Agreement: 9, 10, 11 (c), 13 and 18 of this Agreement, and any other provisions of this Agreement that by their nature extend beyond termination.

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above.

Signed for and on behalf of		Signed for and on behalf of

C4 Development Ltd.		BDI Manufacturing, Inc.

By:	/s/ lelley Chan	By:	/s/ Laurence Wainer
Name:	lelley Chan	Name:	Laurence Wainer
Title:	Director	Title:	CEO
Date:	June 30, 2015	Date:	June 30, 2015

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

I, Laurence Wainer, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Blow & Drive Interlock Corporation;

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;

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;

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

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: August 13, 2015
		/s/ Laurence Wainer
	By:	Laurence Wainer
		Chief Executive Officer

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

I, Laurence Wainer, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Blow & Drive Interlock Corporation;

(a)

(b)

(c)

(d)

(a)

(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: August 13, 2015
		/s/ Laurence Wainer
	By:	Laurence Wainer
		Chief Financial Officer and Chief Accounting Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Blow & Drive Interlock Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Laurence Wainer, President of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 13, 2015
		/s/ Laurence Wainer
	By:	Laurence Wainer
		Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Blow & Drive Interlock Corporation and will be retained by Blow & Drive Interlock Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Blow & Drive Interlock Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Laurence Wainer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 13, 2015
		/s/ Laurence Wainer
	By:	Laurence Wainer
		Chief Financial Officer and Chief Accounting Officer