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EX-32 - Hauge Technology, Inc.ex32haugeceocfo331.txt
EX-31 - Hauge Technology, Inc.exh31qhaugecfoceo331.txt

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                          FORM 10-Q

(Mark One)

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

      For the quarterly period ended March 31, 2013

                OR

[  ]  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 		000-54720


                      HAUGE TECHNOLOGY, INC.
           (Exact name of registrant as specified in its charter)


            Delaware                             00-0000000
    (State or other jurisdiction of           (I.R.S. Employer
     incorporation or organization)          Identification No.)

                         1525 3rd Street, Suite F
                      Riverside, California 92507
          (Address of principal executive offices)  (zip code)

                              757-277-2858
          (Registrant's telephone number, including area code)


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 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  X     No

Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.


     Class                                 Outstanding at
                                           March 31, 2013

Common Stock, par value $0.0001               3,274,126

Documents incorporated by reference:            None



______________________________________________________________________ FINANCIAL STATEMENTS Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012 1 Statements of Operations for the Three Months Ended March 31, 2013 and for the Period from July 23, 2012 (Inception) to March 31, 2013 (unaudited) 2 Statements of Cash Flows for the Three Months Ended March 31, 2013 and for the Period from July 23, 2012 (Inception) to March 31, 2013 (unaudited) 3 Notes to Financial Statements (unaudited) 4-8
______________________________________________________________________ HAUGE TECHNOLOGY, INC. (FORMERLY ENTREE ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS ASSETS March 31, December 31, 2013 2012 ------------ ---------- (unaudited) Current assets Cash $ 50 $ 50 ------------ ----------- TOTAL ASSETS $ 50 $ 50 ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Amount due to related party $ 40,000 $ 40,000 Accrued Liabilities 70,750 60,350 ------------ ----------- TOTAL LIABILITIES 110,750 100,350 ------------ ----------- STOCKHOLDERS' DEFICIT Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding - - Common stock, $0.0001 par value, 100,000,000 shares authorized; 3,274,126 shares issued and outstanding 327 327 Additional paid-in capital 750 750 Note receivable for stock purchase (277) (277) Deficit accumulated during the development stage (111,500) (101,100) ------------ ----------- TOTAL STOCKHOLDERS' DEFICIT (110,700) (100,300) ------------ ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 50 $ 50 ============ =========== The accompanying notes are an integral part of these financial statements 2
______________________________________________________________________ HAUGE TECHNOLOGY, INC. (FORMERLY ENTREE ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (unaudited) For the period from For the April 23, 2012 period ended (Inception) to March 31, 2013 March 31, 2013 -------------- --------------- Revenues $ - $ - Cost of revenues - - -------------- -------------- Gross profit - - -------------- -------------- Operating expenses 10,400 111,500 -------------- -------------- Loss before income tax (10,400) (111,500) Income tax - - -------------- ----------------- Net loss $ (10,400) $ (111,500) ============== ================= Loss per share - basic and diluted $ (0.00) $ (0.00) ============== ================= Weighted average shares- basic and diluted 20,000,000 ============== The accompanying notes are an integral part of these financial statements 3
______________________________________________________________________ HAUGE TECHNOLOGY, INC. (FORMERLY ENTREE ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (unaudited) For the period from For the three April 23, 2012 months ended (Inception) to March 31, 2013 March 31, 2013 ------------- -------------- OPERATING ACTIVITIES Net loss $ (10,400) $ (111,500) CHANGES IN OPERATING ASSETS & LIABILITIES Due to related parties - 40,000 Accrued liablities 10,400 70,750 ------------- -------------- Net cash used in operating activities - (750) ------------- -------------- FINANCING ACTIVITIES Proceeds from the issuance of common stock - 2,000 Payments for redemption of common stock - (1,950) Proceeds from stockholders' additional paid-in capital - 750 ------------- -------------- Net cash provided by financing activities - 800 ------------- -------------- Net increase in cash - 50 Cash at beginning of period 50 - ------------- -------------- Cash at end of period $ 50 $ 50 ============= ============= The accompanying notes are an integral part of these financial statements 4
______________________________________________________________________ HAUGE TECHNOLOGY, INC. (FORMERLY ENTREE ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) STATEMENT OF SHAREHOLDERS' DEFICIT Note Common Stock Additional Receivable Total --------------------- Paid-In for stock Accumulated Stockholders' Shares Amount Capital purchase deficit Equity ----------------------------------------------------------------------------------------------------- Balance, April 23, 2012 (Inception) - $ - $ - $ - $ - $ - Issuance of shares by cash, April 30, 2012 20,000,000 2,000 750 - - 2,750 Change of control and redemption, October 2, 2012 (19,500,000) (1,950) - - - (1,950) Issuance of shares by cash, October 3, 2012 2,774,126 277 - (277) - 0 Net loss - - - - (101,100) (101,100) ========== ========= ======== ========== ========== ========== Balance, December 31, 2012 3,274,126 $ 327 $ 750 $ (277) $ (101,100) $(100,300) =========== ========= ========= ========== =========== ========== Net loss - - - - $ (10,400) (10,400) ----------- --------- ---------- ---------- ------------ ---------- Balance, March 31, 2013 3,274,126 $ 327 $ 750 $ (277) $ (111,500) $(110,700) =========== ========= ========= ========== =========== ========== The accompanying notes are an integral part of these financial statements 4
______________________________________________________________________ HAUGE TECHNOLOGY, INC. (FORMERLY ENTREE ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Hauge Technology, Inc. (formerly known as Entree Acquisition Corporation) (the "Company") was incorporated on April 23, 2012 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 has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with Hauge Technology, Inc. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that Hauge Technology, Inc. will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. On September 17, 2012, the shareholders of the Corporation and the Board of Directors unanimously approved the change of the Registrant's name to Hauge Technology, Inc. from Entree Acquisition Corporation and filed such change with the State of Delaware. On October 2, 2012 a new officer was appointed and the two prior officers resigned, resulting in a change of control of the company. BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. 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. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of March 31, 2013 and December 31, 2012. 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. 5
______________________________________________________________________ HAUGE TECHNOLOGY, INC. (FORMERLY ENTREE ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS LOSS PER COMMON SHARE Basic loss per common share 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 reflects 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 March 31, 2013 and December 31, 2012, there are no outstanding dilutive securities. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. NOTE 2 - GOING CONCERN The Company has sustained operating losses since inception. It has an accumulated deficit of $111,500 as of March 31, 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, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties. These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company. Management will pay all expenses incurred by the Company until a business combination is effected, without repayment. 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. 6
______________________________________________________________________ HAUGE TECHNOLOGY, INC. (FORMERLY ENTREE ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS Adopted Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the financial statements. Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB's deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the financial statements. Not Adopted In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our financial statements. In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. The amendments in ASU No. 2013-05 resolve the diversity in practice about whether Subtopic 810-10, Consolidation Overall, or Subtopic 830-30, Foreign Currency Matters Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. In addition, the amendments in this Update resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. The amendments in this standard is effective prospectively for fiscal years, and interim reporting periods within those years, beginning December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-05 will have on our financial statements. In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements. 7
______________________________________________________________________ HAUGE TECHNOLOGY, INC. (FORMERLY ENTREE ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 4 STOCKHOLDER'S DEFICIT The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2012, 20,000,000 shares of common stock and no preferred stock were issued and outstanding. On April 30, 2012, the Company issued 20,000,000 common shares to two directors and officers for $2,000 in cash. On October 2, 2012, following the change of control, Hauge Technology, Inc. redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950. On October 3, 2012, Hauge Technology, Inc. issued 2,774,126 shares of its common stock. No payment is paid for the note receivable from stock at par representing 84.7% of the total outstanding 3,274,126 shares of common stock. 8 _____________________________________________________________________ ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Hauge Technology, Inc. (formerly Entree Acquisition Corporation) ("Hauge" or the "Company") was incorporated on April 23, 2012 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 has been in the developmental stage since inception. In addition to a change in control of its management and shareholders, the Company's operations to date have been limited to issuing shares and filing a registration statement on Form 10 pursuant to the Securities Exchange Act of 1934. The Company was formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. On May 30, 2012, the Company registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof which became automatically effective 60 days thereafter. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K. CURRENT ACTIVITIES The Company has not entered into any definitive or binding agreements and there are no assurances that such transactions will occur, it is actively pursuing the following avenues of development: The Company anticipates that it will acquire or enter into another form of business combination with Isobaric Strategies, Inc., a private company. Isobaric Strategies, Inc. was established in 2009 and is dedicated to the market introduction of the XPR (Axle Positioned Rotor) pressure exchanger for liquid flow energy recovery. Through reduced acquisition costs and higher efficiency,advanced XPR technology opens many large markets including brackish reverse osmosis desalination, mining, oil/gas processing and osmotic power. The advanced XPR technology designed by Isobaric Strategies yields twice the flow at higher efficiency with the same manufacturing costs compared to the original pressure exchanger technology, which has been a major component in the worldwide growth of reverse osmosis desalination in the last decade. No agreements have been executed to effect this or any other business combination transaction. The Company currently anticipates that the business combination would take the form of a merger probably in the second or third quarter of 2013 although no binding agreement has been executed at the date of this Report. It is anticipated that such private company will bring with it to such merger key operating business activities and a business plan. As of the date of this Report, no agreements have been executed to effect such a business combination and although the Company anticipates that it will effect such a business combination there is no assurance that such combination will be consummated. If and when the Company chooses to enter into a business combination with such private company or another, it will likely file a registration statement after such business combination is effected. A combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. The Company may wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. As of March 31, 2013 the Company had not generated revenues and had no income or cash flows from operations since inception. At March 31, 2013 the Company had sustained a net loss of $(111,500) and had an accumulated deficit of $(111,500). The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for a business combination that would provide a basis of possible operations. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. Information not required to be filed by Smaller reporting companies. ITEM 4. Controls and Procedures. Disclosures and Procedures Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer). Based upon that evaluation, he believes that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the 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 an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report. Changes in Internal Controls There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. PART II -- OTHER INFORMATION `ITEM 1. LEGAL PROCEEDINGS There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the past three years, the Company has issued the following shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 as folllows: On April 30, 2012, the Company issued the following shares of its common stock: Name Number of Shares Consideration Tiber Creek Corporation 10,000,000 $1,000 (9,750,000 redeemed on October 2, 2012) MB Americus LLC 10,000,000 $1,000 (9,750,000 redeemed on October 2, 2012) On October 3,2012 the Company issued 2,774,126 shares of its common stock to Leif J. Hauge, the president of the Company. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION (a) Not applicable. (b) Item 407(c)(3) of Regulation S-K: During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors. ITEM 6. EXHIBITS (a) Exhibits 31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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. HAUGE TECHNOLOGY, INC. By: /s/ Leif J. Hauge President, Chief Financial Officer Dated: May 17, 2013