UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q/A

(Amendment No. 1)

(Mark One)

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

For the quarterly period ended April 30, 2014

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: 333-184026

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 [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 (Check one).

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

As of June 20, 2014, there were 77,536,256 shares of the issuer's common stock, par value $0.01, outstanding.

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The purpose of this Amendment No. 1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2014, filed with the Securities and Exchange Commission on June 23, 2014 (the "Form 10-Q"), is to restate Item 5 (other events) and to furnish Exhibit 101 to the Form 10-Q. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (Extensible Business Reporting Language).

No other changes other than the aforementioned have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

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 Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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Item 5.  Other Information.

Termination of Consulting Agreement with Mark Flores Martin

On February 22, 2014, the Company entered into a consulting agreement with Mark Flores Martin ("Flores") in which Flores was to provide certain advisory services to the Company (the "Consulting Agreement").  Pursuant to the Consulting Agreement, the Company has given Flores a 30-day notice of termination of the Consulting Agreement, effective June 16, 2014, which shall make the Consulting Agreement null and void and of no further effect, except to those provisions, which are explicitly stated to survive therein.

Appointment of Chief Operating Officer

On June 20, 2014, the board of directors of the Corporation appointed Mr. Brendon Grunewald as the Chief Operating Officer of the Company ("COO") until his successor is elected and qualified or until an earlier resignation or removal from office.

Also on June 20, 2014, the board of directors received and reviewed, and retroactively resolved for the Company to enter into, an executed Consulting Agreement dated May 1, 2014 ("COO Agreement"), in which IceVista Bvba ("IceVista") shall provide certain advisory services to the Corporation through Mr. Grunwald in his appointment as COO.  Mr. Grunwald, through IceVista, shall be a) paid a consulting fee of €5,000 per month, which shall be increased to €10,000 per month upon the closing of the next or secondary financing of the Company; b) shall be entitled to expense reimbursement for necessary expenses incurred in connection with the performance of the COO Agreement; and c) if approved by the non-interested members of the board of directors, the board of directors may also grant additional incentive compensation to IceVista for the services of Mr. Grunwald as COO.  In the event that the COO is terminated  by an action of the board of directors, Mr. Grunwald's resignation, or by any other lawful method of removal, then the COO Agreement shall terminate, and the Company shall pay IceVista the equivalent of the then COO Fee over a period of one year from the date of termination.

Appointment of Chief Strategic Officer

On June 20, 2014, the board of directors of the Corporation appointed Mr. Ivan Gill as the Chief Strategic Officer of the Company ("CSO") until his successor is elected and qualified or until an earlier resignation or removal from office.

Also on June 20, 2014, the board of directors received and reviewed, and retroactively resolved for the Company to enter into, an executed Consulting Agreement dated May 27, 2014, in which AutoSystem, Limited ("AutoSystem") Mr. Gill, through AutoSystem, shall be a) paid a consulting fee of €2,500 per month (the "CSO Fee"); b) shall be entitled to expense reimbursement for necessary expenses incurred in connection with the performance of the CSO Agreement,; and c) in the event that Mr. Gill will need to reside outside of the United Kingdom, the Corporation shall reimburse Mr. Gill up to €500 as approved by management of the Corporation.  Pursuant to the CSO Agreement, the CSO Agreement will a) automatically terminate November 5, 2015; b) terminate upon entry by Mr. Gill and the Corporation into an employment relationship and agreement; or c) the Corporation or AutoSystem may terminate the CSO Agreement upon 30-days written notice.

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Item 6.  Exhibits

 

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.