TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:

These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended December 31, 2013 are not necessarily indicative of the results that can be expected for the full year.

DEVELOPMENT CAPITAL GROUP, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated on September 27, 2010 (Date of Inception) under the laws of the State of Florida, as Development Capital Group, Inc.

Nature of operations

For the years ended March 31, 2012 and 2011, the Company provided transportation and logistics services for a wide range of manufacturing, industrial and retail customers.  

In February 2013, a change of control occurred whereby the former management sold 9,000,000 shares of common stock to the new management for $40,000.  The Company inserted a new management team and implemented a new business model eliminating the historic logistics activities and implementing a business plan focused on the development of commercial websites and related software applications.

Basis of presentation

The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information.

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Plan of Operations for the year ended March 31, 2013.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows.  It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.  The interim results for the nine months ended December 31, 2013 are not necessarily indicative of results for the full fiscal year.

Year end

The Company’s year-end is March 31.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cash and cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

DEVELOPMENT CAPITAL GROUP, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue recognition

We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable.

Stock-based compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards.  This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. 

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses, bank overdraft and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market.  Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

DEVELOPMENT CAPITAL GROUP, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair value of financial instruments (continued)

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

Recent pronouncements

The Company has evaluated the recent accounting pronouncements through January 2014 and believes that none of them will have a material effect on the company’s financial statements.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company incurred a net loss from continuing operations for the nine months ended December 31, 2013 of $154,794.  As of December 31, 2013, the accumulated deficit was $221,837.  The Company’s net operating loss was primarily related to a decrease in revenue resulting from the discontinuation of certain operations of the Company. In addition, the Company’s activities during the nine months ended December 31, 2013 have been financially sustained through equity financing.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 3 – NOTES RECEIVABLE

On October 30, 2013, the Company loaned $20,000 to an entity as part of a convertible promissory note with a related party.  The entity is a limited liability company owned and controlled by the President of the Company.  The note bears interest at 5% per annum and is due the earlier of October 3, 2014 or on the next equity financing raise of at least $200,000.  The principal and accrued interest shall be converted at the Company’s option at 30% discount on the price per share of the next equity financing raise.

On December 19, 2013, the Company loaned $50,000 to an entity as part of a convertible promissory note.  The note bears interest at 10% per annum and is due the earlier of June 18, 2014 or upon merger or share exchange with a public entity.  The principal and accrued interest shall be converted into 250,000 shares of post-merger shares with a public entity.

During the nine months ended December 31, 2013, the interest income was $329.  As of December 31, 2013, the balance in accrued interest receivable was $329.

NOTE 4 – RELATED PARTY TRASACTIONS

During the year ended March 31, 2013, an officer of the Company advanced $1,100 to the Company for various expenses.  During the year ended March 31, 2013, the officer agreed to forgive $971 of the advance which was recorded to additional paid in capital.  As of March 31, 2013, the remaining balance owed totaled $129 and was subsequently repaid in April 2013.  

DEVELOPMENT CAPITAL GROUP, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOTE 4 – RELATED PARTY TRASACTIONS (CONTINUED)

As of December 31, 2013, the Company had accounts payable due to related parties totaling $9,500.  The accounts payable is a result of the consulting services.

On August 1, 2013, the Company entered into a consulting agreement with an entity that is owned and controlled by the President of the Company which is effective until Mr. Ricard is removed as an officer of the Company.  The monthly fee is $5,000.

On August 1, 2013, the Company entered into a consulting agreement with an entity that is a shareholder of the Company which is effective until either party provides 30 days’ notice of termination.  The monthly fee is $4,500.

As of December 31, 2013, the Company had a notes receivable of $20,000 and accrued interest receivable of $164 due from a related party.  The related party is a limited liability company owned and controlled by the President of the Company.

NOTE 5 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 500,000,000 shares of its $0.001 par value common stock.

Common stock

During the nine months ended December 31, 2013, the Company sold 12,132,000 shares of its common stock for total proceeds of $578,825. As of December 31, 2013,  9,406,000 shares were issued and the remaining 2,726,000 were issued on January 14, 2014.

NOTE 6 – DISCONTINUED OPERATIONS

In February 2013, the Company determined to discontinue operations due to the change in control which led to a change in the management team and a change in the business plan of the Company.  The Company recorded discontinued operations of ($0) and ($1,220) for the nine months ended December 31, 2013 and 2012, respectively.

NOTE 7 – SUBSEQUENT EVENTS

On December 2, 2013, the Company entered into two consulting agreements for a total of 1,500,000 shares of common stock for services to be rendered from January 1, 2014 through December 31, 2014.

On January 20, 2014, the Company issued 2,726,000 shares of common stock for cash received of $272,600 during the three months ended December 31, 2013.

On January 22, 2014, we entered into two separate Investor Relations Agreements, in which each consultant will provide investment relations services to us in exchange for $5,000.00 per month, for three months.

On January 23, 2014, we entered into an Investment Relations Agreement with another consultant in which the consultant will provide investment relation services in exchange for 25,000 shares of restricted common stock.

On January 27, 2014, the Company acquired a wholly owned subsidiary, Development Tech, Inc.  During the month ended January 31, 2014, Development Capital Group, Inc. transferred its intellectual property, right to conversion agreement and notes receivable to its wholly owned subsidiary.

DEVELOPMENT CAPITAL GROUP, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOTE 7 – SUBSEQUENT EVENTS (CONTINUED)

On January 31, 2014, we entered into a Media & IR Service Provider Agreement, for a term of six months thereafter, in which the consultant will provide investment relations services in exchange for $30,000 USD and 300,000 shares of restricted common stock.

During the month ended January 31, 2014, the Company sold a total of 1,430,000 shares of common stock for cash of $143,000 and issued the shares in January 2014.

During the month ended January 31, 2014, the Company loaned $3,724 to an entity and executed a conversion agreement on January 16, 2014 to convert the loan into 93,100 shares of common stock of the entity.  The conversion agreement and the underlying shares were transferred to the wholly owned subsidiary.

On February 3, 2014, we entered into another Investor Relations Agreement with an additional consultant in which we will pay the consultant $5,000 per month and 100,000 shares of restricted common stock.

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.   These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  However, the safe harbors of forward-looking statements provided by Section 21E of the Securities Exchange Act of 1934 are unavailable to issuers of penny stock. Our shares may be considered penny stock and such safe harbors set forth under the Private Securities Litigation Reform Act of 1995 may not be available to us.  

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

We incorporated on September 27, 2010 under the laws of the State of Florida, as Development Capital Group, Inc. For the years ended March 31, 2012 and 2011, we provided transportation and logistics services for a wide range of manufacturing, industrial and retail customers.  In February 2013, there was a change of control and we discontinued old operations.  Our current business is focused on the development of commercial websites and related software applications.

Our plan is to identify and invest in early-stage technology companies that have the potential to disrupt traditional industries and transform markets.  With experience building successful businesses, we expect our team to help companies who either have undervalued assets or whose existing businesses require capital investment in order to achieve scale. We are currently investing in and working with companies in the transportation, data analysis, and healthcare space.

RealtyValuator.com

We are currently working on an internal application known as RealtyValuator.com, which is a multi-platform application that supports real estate investors by sourcing available properties in the market and providing tools to easily evaluate and capitalize on prospective property investments.  With RealtyValuator.com, even casual home investors can access sophisticated analytical tools typically reserved for large property investment firms with a team of analysts on staff.  Customers, and real estate investors, can quickly and easily assess a wide range of criteria about a property and determine the variance between a property’s list price and its’ official valuation, and using that information, can evaluate forecasted returns on investments in a multitude of scenarios.   

Given the overwhelming interest in the foreclosed property market, RealtyValuator.com was conceived and developed to help ordinary people evaluate and invest in residential real estate like a professional firm. However, in addition to appealing to a consumer market, we are looking to roll out more features for professional real estate investors that will be able to subscribe to our service. We anticipate having new applications for auction notifications and alerts, customizable fields to make smarter recommendations and recommendations, and are looking at some options to develop a localized mobile app on multiple platforms.

The salient features of RealtyValuator are as follows:

Customizable selection of real estate zones

Comprehensive housing data and analysis tools

Local foreclosure trends, rental rates, and comparatives

Property updates and alerts

Outstanding loan amounts and position on foreclosure properties     

Default amounts, auction updates, owner name and lender name     

Sales history and property info for 400-500 houses per week     

Estimated values, comp sales, comp listings and nearby foreclosure     

Equity and loan-to-value amounts for pre-foreclosures and auctions

Judgment information, case number, and owner information

On January 30, 2014, we allowed users to sign up for access to the private beta version of RealtyValuator.com.  We plan to allow full public access to the private beta version on February 14, 2014.  Such launch would allow users to test our system for free, while we continue to perfect the product, enhance the usability, add more needed tools, fix any bugs, do additional A and B testing.  

During our private beta testing we have a) commenced bug and error testing on the database loads, and have fixed the search functionality while implementing some of the custom behavior tracking of users to better user’s search patterns; b) made the website mobile responsive, which allows real estate investors to use the website on most mobile devices; and c) have currently calculated that RealtyValuator.com has over 10,000 properties in our database since launching the private beta version.  Immediately after we complete our full beta testing, we plan to do some test marketing to analyze the user acquisition costs, and therefore determine our retail price for new users and subscribers.  

For our hard launch, our plan is to promote RealtyValuator.com through a large press launch, with a push out on social media and listings in South Florida press outlets. We plan to target a minimum of 1,000 users, and plan such growth will continue naturally from such promotion.  We currently are planning on the initial launch to be in 22 counties in Florida, which can be expanded eventually to 67 counties in Florida.

We are also looking at expanding outside of the Florida market. There are many areas in the United States that have a backlog of foreclosures, but real estate investors don’t have a solution in place to help them outside of their local market to evaluate the real estate properly. We anticipate, and plan, that in the next quarter to start discussions with a city outside of the state of Florida to market and expand our services.

Results of Operations for the Nine Months Ended December 31, 2013 and 2012

Our current business plan is to develop websites and applications. We have generated no revenue in connection with our new business operations. For the years ended March 31, 2013 and 2012, we earned revenue from commissions earned through contracted freight services. These operations, however, have been discontinued.

We had operating expenses of $155,123 for the nine months ended December 31, 2013, as compared with operating expenses of $16,189 for the nine months ended December 31, 2012.  Our operating expenses for the nine months ended December 31, 2013 consisted of mainly of professional fees and related party consulting fees.  In comparison, our operating expenses for the nine months ended December 31, 2012 consisted of mainly of general and administrative expenses and professional fees.

We recorded a net loss of $154,794 from continuing operations for the nine months ended December 31, 2013, as compared with a net loss of $16,189 from continuing operations for the nine months ended December 31, 2012. Our increase in net loss during the current nine month period is primarily attributable to expense related to the development of our new business model.  

Results of Operations for the Three Months Ended December 31, 2013 and 2012

We had operating expenses of $62,436 for the three months ended December 31, 2013, as compared with operating expenses of $5,942 for the three months ended December 31, 2012.  Our operating expenses for the three months ended December 31, 2013 consisted of mainly of professional fees and related party consulting fees.  In comparison, our operating expenses for the three months ended December 31, 2012 consisted of mainly of general and administrative expenses and professional fees.

We recorded a net loss of $62,107 from continuing operations for the three months ended December 31, 2013, as compared with a net loss of $5,942 from continuing operations for the three months ended December 31, 2012.  The Company had net losses due to the lack of revenue.

We anticipate our operating expenses will increase as we implement our new business plan. The increase will be attributable to expenses to implement our business plan, and the professional fees to be incurred in connection with our ongoing filing requirements as a reporting company under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

As of December 31, 2013, we had total current assets of $392,606 and current liabilities of $21,307.  Thus, we have working capital of $371,299 as of December 31, 2013.

Operating activities used $150,139 in cash for the nine months ended December 31, 2013. Our net loss was the main reason for our negative operating cash flow offset mainly by an increase in accounts payable of $2,943 and an increase in accounts payable – related party of $9,500.

We used a total of $113,888 in cash towards our investing activities which included the issuance of two convertible notes receivable totaling $70,000 and an investment of $43,888 in our software development.

Financing activities consisting of the sale of 12,132,000 shares of the Company’s common stock provide cash totaling $578,975. As of December 31, 2013, 2,726,000 shares were unissued.

As of December 31, 2013, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals.  The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 Off Balance Sheet Arrangements

As of December 31, 2013, there were no off balance sheet arrangements.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Our critical accounting policies are set forth in Note 2 to the financial statements.

Recently Issued Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operation, financial position or cash flow.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2013.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, who also serves as  our Chief Financial Officer.  Based upon that evaluation, by our Chief Executive Officer and Chief Financial Officer, he has concluded that, as of December 31, 2013, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of December 31, 2013, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting.  During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending March 31, 2014: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended December 31, 2013 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

From December 2, 2013 through January 17, 2014, we raised a total of $468,100 from 15 investors, and therefore  we issued 5,206,000 shares of our restricted common stock.  Such shares of common stock were issued in accordance with exemptions from registration provided by Section 4(a)(2), Regulation D and/or Regulation S of the Securities Act of 1933, as amended (“Securities Act”).  The use of such proceeds are planned to be used to fund our development and expansion plans as discussed above in Item 2 of Part 1 of this report.

Investment Relations Agreements

Item 5 below, in regards to contracts in which there are stock issuances, are incorporated into this Item by this reference.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosure

This Item is not applicable.

Item 5. Other Information

Investment Relations Agreements

On January 22, 2014, we entered into two separate Investor Relations Agreements, in which each consultant will provide investment relations services to us in exchange for $5,000.00 per month, for three months.

On January 23, 2014, we entered into an Investment Relations Agreement with another consultant in which the consultant will provide investment relation services in exchange for 25,000 shares of restricted common stock exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

On January 31, 2014, we entered into a Media & IR Service Provider Agreement, for a term of six months thereafter, in which the consultant will provide investment relations services in exchange for $30,000 USD and 300,000 shares of restricted common stock exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

On February 3, 2014, we entered into another Investor Relations Agreement with an additional consultant in which we will pay the consultant $5,000 per month and 100,000 shares of restricted common stock exempt from registration exempt from registration pursuant to Section 4(a)(2) of the Securities Act, to provide us with investment relations services.

Unregistered Sales of Equity Securities

Item 2 above, is incorporated into this Item by this reference.

Item 6. Exhibits

**Provided herewith, however, pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.