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EX-31.2 - EXHIBIT 31.2 - Cantabio Pharmaceuticals Inc.ex31_2.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 2014
[  ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to__________
Commission File Number: 000-54906

 

Lion Consulting Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 99-0373067
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

Albulastrasse 55 Zurich V8 8048
(Address of principal executive offices)

 

+41 44 512 51 00
(Registrant’s telephone number)

 

___________________________

(Former name, former address and 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 [X] Yes [ ] 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.

 

[ ] Large accelerated filer Accelerated filer [ ] Non-accelerated filer
[X] Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[X] Yes [ ] No

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 4,850,000 as of February 20, 2015.

 

 

 

TABLE OF CONTENTS

 

Page

 

PART I - FINANCIAL INFORMATION

 

Item 1: Financial Statements 3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3: Quantitative and Qualitative Disclosures About Market Risk 6
Item 4: Controls and Procedures 6

 

PART II - OTHER INFORMATION

 

Item 1: Legal Proceedings 7
Item 1A: Risk Factors 7
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 7
Item 3: Defaults Upon Senior Securities 7
Item 4: Mine Safety Disclosures 7
Item 5: Other Information 7
Item 6: Exhibits 7

 

2

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:
F-1 Balance Sheets as of December 31, 2014 and June 30, 2013 (unaudited);
F-2 Statements of Operations for the three months and nine months ended December 31, 2014 and 2013 (unaudited);
F-3 Statements of Cash Flows for the nine months ended December 31, 2014 and 2013 (unaudited);
F-4 Notes to the Financial Statements

 

These 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, 2014 are not necessarily indicative of the results that can be expected for the full year.

3

Lion Consulting Group, Inc.

Balance Sheets

 

  December 31, 2014  March 31, 2014
  (unaudited)   
ASSETS     
 CURRENT ASSETS:         
 Cash $—     $4,567 
 Total Current Assets  —      4,567 
Total Assets $—     $4,567 
          
 LIABILITIES AND STOCKHOLDERS' DEFICIT         
 CURRENT LIABILITIES:         
 Accrued expenses and other current liabilities $15,786   $6,633 
 Loan Payable - related party  5,900    —   
 Total Current Liabilities  21,686    6,633 
Total Liabilities  21,686    6,633 
          
 STOCKHOLDERS' DEFICIT:         
Common stock par value $0.001: 100,000,000 shares authorized; 4,850,000 shares issued and outstanding  4,850    4,850 
 Additional paid-in capital  113,467    113,467 
 Accumulated deficit  (122,733)   (120,383)
 Total Stockholders' Deficit  (4,416)   (2,066)
 Total Liabilities and Stockholders' Deficit $17,270   $4,567 

 

See accompanying notes to the financial statements.

F-1

Lion Consulting Group, Inc.

Statements of Operations

 

  For the Three Months Ended
December 31, 2014
  For the Three Months Ended
December 31, 2013
  For the Nine Months Ended
December 31, 2014
  For the Nine Months Ended
December 31, 2013
  (unaudited)  (unaudited)  (unaudited)  (unaudited)
            
 Revenue $—     $—     $—     $—   
                    
 Operating Expenses                   
 Professional fees  2,350    9,246    19,399    20,717 
 Management fees  —      15,000    —      40,000 
 General and administrative expenses  —      85    221    526 
                    
 Total operating expenses  2,350    24,331    19,620    61,243 
                    
 Loss from Operations  (2,350)   (24,331)   (19,620)   (61,243)
                    
 Income Tax Provision  —      —      —      —   
                    
Net Loss $(2,350)  $(24,331)  $(19,620)  $(61,243)
Net Loss per Common Share - Basic and Diluted $(0.00)  $(0.01)  $(0.00)   (0.01)
Weighted average common shares outstanding: -basic and diluted  4,850,000    4,465,818    4,850,000    4,272,678 

 

See accompanying notes to the financial statements.

F-2

 Lion Consulting Group, Inc.

Statements of Cash Flows

 

  For the Nine Months Ended
December 31, 2014
  For the Nine Months
December 31, 2013
  (unaudited)  (unaudited)
      
 CASH FLOWS FROM OPERATING ACTIVITIES:         
 Net loss $(19,620)  $(61,243)
Adjustments to reconcile net loss to net cash used in operating activities         
 Changes in operating assets and liabilities:         
 Prepayments and other current assets  —      10,000 
 Subscription receivable  —      1,000 
 Accrued expenses and other current liabilities  9,153    2,680 
 Net cash used in operating activities  (10,467)   (47,563)
          
 CASH FLOWS FROM FINANCING ACTIVITIES:         
 Proceeds from related party loan  5,900    14,930 
 Proceeds from sale of common stock  —      24,000 
 Net cash provided by financing activities  5,900    38,930 
          
 Net change in cash  (4,567)   (8,633)
          
 Cash at beginning of the reporting period  4,567    16,654 
          
 Cash at end of the reporting period $—     $8,021 
          
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:         
 Interest paid $—     $—   
 Income tax paid $—     $—   

 

See accompanying notes to the financial statements.

F-3

LION CONSULTING GROUP, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

DECEMBER 31, 2014

 

NOTE 1 – NATURE OF OPERATIONS

 

Lion Consulting Group, Inc. (“the “Company”) was formed on February 6, 2012 in the State of Delaware. The Company will engage primarily in serving the comprehensive needs of businesses in the full range of the business cycle through providing professional consulting services. The Company initially intends to focus on providing services to start-up businesses in order to establish a relationship with younger operations and continue to nurture those relationships over the long term. Currently the Company is engaged in raising capital and entering into relationships in furtherance of its planned activities.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a March 31 fiscal year end.

 

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

 

Fair Value of Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, prepaid expenses, stock subscription receivable, accrued expenses, and a loan payable to a related party. The carrying amounts of these financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.

 

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

 

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States 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 year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

  

Revenue Recognition

The Company has yet to realize significant revenues from operations and is still in the development stage.  The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured.

 

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of December 31, 2014, there have been no interest or penalties incurred on income taxes.

 

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2014.

F-4

LION CONSULTING GROUP, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

DECEMBER 31, 2014

 

Stock-Based Compensation

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. There has been no stock-based compensation issued to employees.

 

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined.   There has been no stock-based compensation issued to non-employees.

 

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.

 

Recent 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 operations, financial position or cash flow.

 

NOTE 3 – ACCRUED EXPENSES

 

Accrued expenses of $15,786 at December 31, 2014 consisted of $650 payable to the a stock transfer agent, $10,536 payable to a law firm, $3,200 payable to an audit firm, and $1,400 to the Company’s outside accountant for services rendered for periods reported on in these financial statements. Accrued expenses of $6,633 at March 31, 2014 consisted of $600 payable to the Company’s stock transfer agent, $733 to the Company’s filing agent, $700 to the Company’s outside accountant, and $4,600 to the Company’s outside independent auditors for services rendered for periods reported on in these financial statements.

 

On July 1, 2014, effective March 31, 2014, a shareholder and officer forgave $30,000 of management fees that had been due to the officer. The $30,000 was recorded as contributed capital as of March 31, 2014.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

A shareholder and officer has loaned funds to the Company to pay certain expenses. The loans were unsecured, non-interest bearing, and had no specific terms of repayment.

 

On July 1, 2014, with an effective date of March 31, 2014, a shareholder and officer forgave $16,317 of loans that had been due to the officer. The $16,317 was recorded as contributed capital as of March 31, 2014. As of December 31, 2014 and March 31, 2014 the balance of loans was $5,900 and $0.

F-5

LION CONSULTING GROUP, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

DECEMBER 31, 2014

 

NOTE 5 – CAPITAL STOCK

 

The Company was incorporated on February 6, 2012 in Delaware with authorized capital of 2,000,000 shares of $0.001 par value common stock. In April, 2012 the Company amended its Certificate of Incorporation to authorize 100,000,000 shares of $0.001 par value common stock.

 

On February 23, 2012, the Company issued 2,500,000 shares of common stock to the founder for cash proceeds of $25,000.

 

During the year ended March 31, 2013 the Company issued 1,150,000 shares of common stock at $0.02 per share for total cash proceeds of $23,000.

 

During the year ended March 31, 2014 the Company issued 1,200,000 shares of common stock at $0.02 per share for total cash proceeds of $24,000.

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

 

Effective May 1, 2013 the Company has entered into an agreement with its founder and majority shareholder which provides for management services to the Company by the shareholder. The agreement stipulates a monthly fee of $5,000 to the shareholder and has no specific termination date. On July 1, 2014, effective March 31, 2014, the Company cancelled the agreement and the shareholder forgave accrued fees of $30,000 related to the agreement.

 

NOTE 7 – LIQUIDITY AND GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no revenues as of December 31, 2014. The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

 

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

 

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2014 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above.

F-6


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

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.” 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. 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.

 

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

 

Company Overview

 

Lion Consulting Group Inc. (the “Company”) was incorporated in the state of Delaware on February 6, 2012, to develop and operate online business consulting services for early stage growth companies. We are a development stage company currently engaged in raising capital and entering into relationships in furtherance of our planned activities.

 

Our Services

 

We are in the early stages of developing our business, which offers a variety of services for business owners, depending on their specific business needs. These services include business and marketing plan preparation, financial search and procurement, management development and human resources advising. We plan to focus on offering our services to start-up businesses, preferably in the earlier stages of operation in order to establish a relationship with younger operations and continue to nurture those relationships over the long term. We currently have no revenues, no operating history, and no customers or revenues for our business consulting services. To date, we have had difficulty implementing our plan of operations due to a lack of sufficient funding. As a result, management has begun to review additional business opportunities which may offer better prospects of success.

 

Our future is dependent upon our ability to obtain further financing, the successful development of our planned business consulting services, a successful marketing and promotion program, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. There are no assurances that we will be able to obtain further funds required for our continued operations. Even if additional financing is available, it may not be available on terms we find favorable. At this time, there are no anticipated sources of additional funds in place. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.

 

Our Markets

 

We consider our proposed business to be part of the overall business consulting services industry. We will focus on rendering our services to start-up businesses, preferably in the earlier stages of operation.

 

Distribution of Services

 

We plan on selling our services directly to end-use consumers over the internet.

4

 

Competition

 

When our business is operational, we will be competing in the business consultancy industry. Our competitors will vary in size and cost structure from very small companies with limited resources to very large, diversified companies with greater financial and marketing resources than ours. Our competitive position is among the smallest because we do yet offer consulting business services for sale or use. We will be competing with well-funded start-ups, regional and specialty consulting firms, as well as the consulting groups of international accounting firms. In its management, we will compete with information system vendors such as HBO & Company, Inc., Integrated Systems Solution Corporation, Electronic Data Systems Corporation, Perot Systems Corporation, SAIC, CAP Gemini America, Inc., and Computer Sciences Corporation.

 

Results of Operations for the Three and Nine Months ended December 31, 2014 and 2013.

 

We have recorded no revenues since our inception on February 6, 2012. During the three months ended December 31, 2014, we incurred expenses and a net loss of $2,350. Expenses during the three months ended December 31, 2014 consisted of professional fees of $2,350 . By comparison, during the three months ended December 31, 2013, we incurred expenses and a net loss of $24,331. Expenses during the three months ended December 31, 2013 consisted of professional fees of $9,246, management fees of $15,0000 and general and administrative expenses of $85.

 

During the nine months ended December 31, 2014, we incurred expenses and a net loss of $19,620. Expenses during the nine months ended December 31, 2014 consisted of professional fees of $19,399, and general and administrative expenses of $221. By comparison, during the nine months ended December 31, 2013, we incurred expenses and a net loss of $61,243. Expenses during the nine months ended December 31, 2013 consisted of professional fees of $20,717, management fees of $40,000 and general and administrative expense of $526,.

 

Liquidity and Capital Resources

 

At December 31, 2014, we had no cash and $0 in current assets. Our total current liabilities as of December 31, 2014, were $21,686. Thus, we had negative working capital of $21,686 as of December 31, 2014.

 

Cash Flows from Operating Activities. Operating Activities used $10,467 in cash for the nine months ended December 31, 2014, compared to $47,563 for the same period last year.

 

Cash Flows from Financing Activities. During the nine months ended September 30, 2014, financing activities provided $5,900 in cash, compared to $38,930 during the same period last year.

 

To date, our activities have been financed by offerings of common stock and loans from a shareholder. On February 23, 2012, we issued 2,500,000 shares of common stock to our founder, Philippe Wagner, for cash proceeds of $25,000. Through March 31, 2014, we also sold a total of 2,350,000 shares of common stock in our public offering registered on Form S-1, for total proceeds of $47,000. The public offering has now been closed.

 

In addition, we have received proceeds of $16,317 from a related-party loan from Mr. Wagner. On July 1, 2014, with an effective date of March 31, 2014, Mr. Wagner forgave the loan. The $16,317 was recorded as contributed capital.

 

As of December 31, 2014, we do not have sufficient cash on hand to commence our 12-month plan of operation or to fund our ongoing operational expenses beyond 12 months. We will need to raise funds to commence our 12-month plan of operation and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock. If we are successful in completing additional offerings of common stock, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our 12-month plan of operation and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to 12-month plan of operation and our business will fail.

5

 

Off Balance Sheet Arrangements

 

As of December 31, 2014, there were no off balance sheet arrangements.

 

Going Concern

 

We have negative working capital and have incurred losses since inception. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

 

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to include this item.

 

Item 4. 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, 2014. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2014, our disclosure controls and procedures were not effective. There have been no changes in our internal controls over financial reporting during the quarter ended December 31, 2014. Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Limitations on the Effectiveness of Internal Controls

 

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

6

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any other pending legal proceeding. We are not aware of any other 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 include this item.

 

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

 

None.

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit Number Description of Exhibit
31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 Materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 formatted in Extensible Business Reporting Language (XBRL).
7

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.

 

Lion Consulting Group, Inc.
Date:

February 23, 2015

 

/s/ Patrick A. Meier
By: Patrick A. Meier
Title: President, Chief Executive Officer, and Chief Financial Officer

 

8