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EX-32 - USA EQUITIES CORP.ex32.htm
EX-31 - USA EQUITIES CORP.ex31.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 June 30, 2016

 

Commission file number 0-19041

 

USA EQUITIES CORP.

(Exact Name Of Registrant As Specified In Its Charter)

 

Delaware   11-2655906
(State of Incorporation)   (I.R.S. Employer Identification No.)
     
3801 PGA Boulevard, Suite 102, Palm Beach Gardens, FL   33401
(Address of Principal Executive Offices)   (ZIP Code)

 

Registrant’s Telephone Number, Including Area Code: (929) 379-6503

 

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 [  ]

 

On July 16, 2018, the Registrant had 3,590,135 shares of common stock outstanding.

 

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 by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

 

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

 

 

 

 
 

 

TABLE OF CONTENTS

 

Item   Description   Page
         
    PART I - FINANCIAL INFORMATION    
         
ITEM 1.   FINANCIAL STATEMENTS.   3
ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.   10
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.   12
ITEM 4.   CONTROLS AND PROCEDURES.   12
         
    PART II - OTHER INFORMATION    
         
ITEM 1.   LEGAL PROCEEDINGS.   12
ITEM 1A.   RISK FACTORS.   12
ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.   12
ITEM 3.   DEFAULT UPON SENIOR SECURITIES.   12
ITEM 4.   MINE SAFETY DISCLOSURE.   13
ITEM 5.   OTHER INFORMATION.   13
ITEM 6.   EXHIBITS.   13

 

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PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Consolidated Balance Sheets - June 30, 2016 (Unaudited) and December 31, 2015 4
Consolidated Statements of Operations –Three and Six Months Ended June 30, 2016 and 2015 (Unaudited) 5
Consolidated Statements of Cash Flows - Six Months Ended June 30, 2016 and 2015 (Unaudited) 6
Notes to Consolidated Unaudited Interim Financial Statements 7

 

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USA Equities Corp.

Consolidated Balance Sheets

As of June 30, 2016 and December 31, 2015

 

   June 30, 2016   December 31, 2015 
   (Unaudited)   (audited) 
Assets        
         
Total Assets  $-   $- 
           
Liabilities and Stockholders’ Deficit          
Current Liabilities:          
Accounts payable - trade  $10,943   $12,906 
Accrued Expenses   67,393    61,783 
Advances from and accruals due to related party   69,243    56,410 
Total current liabilities   147,579    131,099 
           
Total long-term liabilities   329,181    329,181 
           
Total liabilities   476,760    460,280 
           
Stockholders’ Deficit:          
           
Preferred stock, 10,000,000 shares authorized, $0.0001 par value; none issued and outstanding   -    - 
Common stock, 900,000,000 shares authorized, $0.0001 par value; 3,588,740 and 5,988,740 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively   359    599 
Additional paid-in capital   720,941    1,368,701 
Common stock subscriptions receivable   -    (648,000)
Accumulated deficit   (1,198,060)   (1,181,580)
Total stockholders’ deficit   (476,760)   (460,280)
Total liabilities and stockholders’ deficit  $-   $- 

 

See accompanying notes to unaudited interim consolidated financial statements.

 

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USA Equities Corp.

Consolidated Statements of Operations

For the Three and Six Months ended June 31, 2016 and 2015 (Unaudited)

 

   Three Months   Three Months   Six Months   Six Months 
   Ended   Ended   Ended   Ended 
   June 30, 2016   June 30, 2015   June 30, 2016   June 30, 2015 
   (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited) 
                 
Revenue  $-   $-   $-   $- 
                     
Costs and expenses:                    
General and administrative   110    11,024    10,870    18,762 
Interest   2,805    2,871    5,610    5,711 
Total general and administrative expenses   2,915    13,895    16,480    24,473 
                     
Net operating loss   (2,915)   (13,895)   (16,480)   (24,473)
Income taxes   -    -    -    - 
Net loss  $(2,915)  $(13,895)  $(16,480)  $(24,473)
                     
Basic and diluted net loss  $(0.00)  $(0.01)  $(0.00)  $(0.01)
                     
Weighted average shares outstanding:                    
(Basic and diluted)   3,588,740    1,088,740    4,788,740    1,088,740 

 

See accompanying notes to unaudited interim consolidated financial statements.

 

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USA Equities Corp.

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2016 and 2015 (Unaudited)

 

   Six Months Ended   Six Months Ended 
   June 30, 2016   June 30, 2015 
         
Cash flows used by operating activities      
Net loss   (16,480)   (24,473)
Changes in net assets and liabilities:          
Increase in accounts payable and accrued expenses   3,647    1,566 
Cash flows used in operating activities   (12,833)   (22,907)
           
Cash flows from financing activities:          
Proceeds of related party borrowings   12,833    22,907 
Cash provided by financing activities   12,833    22,907 
           
Change in cash   -    - 
Cash - beginning of year   -    - 
Cash - end of year  $-   $- 

 

See accompanying notes to unaudited interim consolidated financial statements.

 

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USA EQUITIES CORP

Notes to Unaudited Interim Consolidated Financial Statements

June 30, 2016

 

Note 1. The Company

 

USA Equities Corp. (the “Company”, “We” or the “Registrant”) was incorporated in Delaware on September 1, 1983. Prior to ceasing its operations in 2002, the Company was engaged in the research, development and production of bio-pharmaceutical products. On September 19, 2002, the Registrant filed for bankruptcy under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court Eastern District of New York. On November 4, 2005, the Company emerged from Bankruptcy Court. On August 13, 2010, the Company’s sole officer/director transferred and assigned his control stock position to an unrelated third party but remained as the Company’s sole executive officer/director. On April 14, 2015, the Company incorporated a wholly-owned subsidiary in Delaware (USA Equities Trust, Inc.) for the purpose of acquiring real estate.

 

Note 2. Going Concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses, has negative operational cash flows and has no revenues. The future of the Company is dependent upon Management’s success in its efforts and limited resources to pursue and effect a business combination. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.

 

Note 3. 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. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of financial position, results of operations, and cash flows. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2015. The accounting policies are described in the “Notes to the Financial Statements” in the 2015 Annual Report on Form 10-K and updated, as necessary, in this Form 10-Q. The year-end balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the three and six-months ended June 30, 2016 and 2015 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period.

 

Accounting Policies

 

Use of Estimates:

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

 

Principles of Consolidation:

 

The consolidated financial statements include the accounts of USA Equities Corp and as of April 14, 2015, the accounts of its wholly owned subsidiary USA Equity Trust, Inc. All significant inter-company balances and transactions have been eliminated.

 

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Cash and Cash Equivalents:

 

For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. As of June 30, 2016 and December 31, 2015, the Company had no cash and cash equivalents.

 

Fair Value of Financial Instruments:

 

ASC #825, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2016. These financial instruments include accounts payable and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values.

 

Earnings per Common Share:

 

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of issued and outstanding preferred stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding as of June 30, 2016 or 2015.

 

Income Taxes:

 

The Company accounts for income taxes in accordance with ASC #740, “Accounting for Income Taxes,” which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.

 

ASC 740 also clarifies the accounting for uncertainty in tax positions. This guidance prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. There are no uncertain tax positions taken by the Company on its tax returns. Tax years subsequent to 2005 remain open to examination by U.S. federal and state tax jurisdictions.

 

Management of the Company is not aware of any additional needed liability for unrecognized tax benefits at June 30, 2016. The Company has net operating losses of about $1,198,092 which begin to expire in 2026. Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization.

 

There were no new accounting pronouncements that had a significant impact on the Company’s operating results or financial position.

 

8
 

 

Note 4. Stockholders’ Deficit

 

Recent Issuances

 

Common shares issued to acquire future interest in real estate

 

On July 31, 2015, the Company through, its Delaware wholly-owned subsidiary, USA Equities Trust, Inc., entered into an Asset Purchase Agreement (the “APA”) with a formerly unaffiliated third party, Green US Builders, Inc. (the “Seller”), a Delaware corporation, for the purchase of a commercial property located in Bridgeport. At the end of October 2015, the parties decided to rescind the transaction because of the inability to fulfill certain representations regarding the status of the property. The Seller, who was issued 2.4 million shares in consideration for the asset, had been negotiating with the Company to replace the asset with a property of equal value. The shares were valued at $0.27 per share or $648,000, the closing bid at July 31, 2015. The shares have been recorded as a common stock subscription receivable at December 31, 2015.

 

On February 1, 2016, the Company and the Seller entered into an Asset Purchase Agreement, as Amended, (the “Amendment”), which provided that the Seller had until March 31, 2016 to replace the asset with a property of equal value, unless the Company and the Seller mutually agrees to extend the Amendment beyond March 31, 2016. The Company determined not to extend the Amendment and the board of directors of the Company approved the cancellation of the 2.4 million shares and the certificate evidencing these shares were returned to the transfer agent for cancellation and canceling the common stock subscription receivable at March 31, 2016.

 

Note 5. Convertible Notes to Related Party

 

On October 2, 2009, we issued a convertible promissory with a current principal amount of $73,500 to our sole officer/director. The note bears interest at the rate of 12% per annum until paid or the note and accrued interest is converted into shares of the Company’s common stock at a conversion price of $0.001. The maturity date of the note was extended to December 31, 2018. As of June 30, 2016 and December 31, 2015, this note had accumulated $61,064and $56,714, respectively, in accrued interest.

 

On December 31, 2013, we issued a convertible promissory note in the amount of $255,681 to our controlling shareholder. The note bears interest at the rate of 1% per annum until paid or the note and accrued interest is converted into shares of the Company’s common stock at a conversion price of $0.25 per share. On March 30, 2016, the maturity date of the note was extended to December 31, 2018. As of June 30, 2016 and December 31, 2015, this note had accumulated $6,329 and $5,069, respectively, in accrued interest.

 

Note 6. Related Party Transactions

 

Due Related Parties: Amounts due to related parties consist of: (i) cash advances received from our controlling shareholder, which items totaled $69,243 at June 30, 2016 and $56,410 at December 31, 2015; and (ii) amounts due to an entity controlled by our former Chairman for SEC compliance services, which totaled $0 at June 30, 2016 and $1,500 at December 31, 2015, which are included in the accounts payable balance.

 

Note 7. Commitments and Contingencies

 

There are no pending or threatened legal proceedings as of June 30, 2016. The Company has no non-cancellable operating leases.

 

Note 8. Subsequent Events

 

The Company evaluated its June 30, 2016 interim financial statements for subsequent events through July 16, 2018, the date the financial statements were issue. On July 9, 2018, the Company extended the maturity date of both its convertible notes outstanding to December 31, 2018. There were no other subsequent events that will affect the June 30, 2016 interim financial statements.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

 

Some of the statements contained in this quarterly report of USA Equities Corp., a Delaware corporation discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions.

 

Overview

 

USA Equities Corp., a Delaware corporation, is sometimes referred to herein as “we”, “us”, “our”, “Company” and the “Registrant”. The Company’s Board of Directors approved the name change from American Biogenetic Sciences, Inc. to USA Equities Corp on May 29, 2015. The Registrant was formed in 1983 for the purpose of researching, developing and marketing cardiovascular and neurobiology products for commercial development and distributing vaccines. The Registrant’s products were designed for in vitro and in vivo diagnostic procedures and therapeutic drugs, and its products had been identified for use in the treatment of epilepsy, migraine and mania, neurodegenerative diseases, coronary artery diseases and cancer. The Registrant commenced selling its products during the last quarter of 1997 but did not generate any sufficient revenues from operations to fund its operating expenses.

 

On September 19, 2002, the Registrant filed a petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of New York. On November 4, 2005, the Bankruptcy Court approved an order authorizing a change in control and provided that the Company, subsequent to the bankruptcy proceeding, is free and clear of all liens, claims and other obligations.

 

The Company’s principal business objective is to seek a business combination with an operating company. We intend to use the Company’s limited personnel and financial resources in connection with such activities. The Company will utilize its capital stock, debt or a combination of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock.

 

On April 17, 2015, the Company organized a Subsidiary, in Delaware for the purpose of acquiring real estate. To date, the control shares have not yet been issued.

 

On July 31, 2015, the Company through its Delaware wholly-owned subsidiary, USA Equities Trust, Inc., entered into an Asset Purchase Agreement with an unaffiliated third party, Green US Builders, Inc., a Delaware corporation (the “Seller”) for the purchase of a mixed-use investment property located in Bridgeport, CT (the “Property”) consisting of five retail stores and five apartments. At the end of October 2015, the parties decided to rescind the transaction because of the inability to fulfill certain representations regarding the status of the property. The seller, who was issued 2.4 million shares in consideration for the asset, is negotiating with the company to replace the asset with a property of equal value. The shares were valued at $0.27 per share or $648,000, the closing bid at July 31, 2015.

 

On February 1, 2016, the Company and the Seller entered into an Asset Purchase Agreement, as Amended, (the “Amendment”), which provided that the Seller had until March 31, 2016 to replace the asset with a property of equal value, unless the Company and the Seller mutually agreed to extend the Amendment.

 

In May 2016, the Company’s board of directors determined not to extend the Amendment beyond the March 31, 2016 date and the board of directors of the Company ratified and approved the: (i) termination of the Amendment and the underlying Asset Purchase Agreement; (ii) return to the transfer agent of the certificate evidencing the 2.4 million shares for cancellation; and (iii) cancellation of the common stock subscription receivable, effective at March 31, 2016.

 

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On June 28, 2016, the Registrant accepted the resignation of Richard Rubin as its chief executive officer and chairman of the Board of Directors of the Company. The reason for his resignation was to permit him to pursue other business interests. Mr. Rubin had no disagreements with the Registrant’s operations, policies or practices.

 

On June 28, 2016, the Registrant’s board of directors appointed Troy Grogan, its controlling shareholder and CFO as CEO and Chairman of the Registrant.

 

Results of Operations during the three months ended June 30, 2016 as compared to the three months ended June 30, 2015

 

We have not generated any revenues during the three-months periods ended June 30, 2016 and 2015. We have operating expenses related to general and administrative expenses being a public company and interest expenses. We incurred $2,915 in net loss due to expenses consisting of general and administrative expenses of $110 and interest expense of $2,805 during the three months ended June 30, 2016 as compared to a net loss of $13,895 due to expenses consisting of general and administrative expenses of $11,024 and interest expenses of $2,871 during the three months ended June 30, 2015.

 

Results of Operations during the six month ended June 30, 2016 as compared to the six months ended June 30, 2015

 

We have not generated any revenues during the six-month periods ended June 30, 2016 and 2015. We have operating expenses related to general and administrative expenses being a public company and interest expenses. We incurred $16,480 in net loss due to expenses consisting of general and administrative expenses of $10,870 and interest expenses of $5,610 during the six months ended June 30, 2016 as compared to a net loss of $24,473 due to expenses consisting of general and administrative expenses of $18,762 and interest expenses of $5,711 during the six months ended June 30, 2015.

 

Liquidity and Capital Resources

 

We will use our limited personnel and financial resources in connection with seeking new business opportunities, including seeking an acquisition or merger with an operating company. It may be expected that entering into a new business opportunity or business combination will involve the issuance of a substantial number of restricted shares of common stock.

 

If such additional restricted shares of common stock are issued, our shareholders will experience a dilution in their ownership interest in the Registrant. If a substantial number of restricted shares are issued in connection with a business combination, a change in control may be expected to occur.

 

On June 30, 2016, we had no assets. We had total current liabilities of $147,579 consisting of $10,943 in accounts payable, accrued expenses of $67,393, $69,243 in advances from and accruals due to related. As of June 30, 2016, we had long-term liabilities of $329,181 consisting of two convertible notes. As of June 30, 2016, we had total liabilities of $476,760.

 

On December 31, 2015, we had no assets. We had total current liabilities of $131,099 consisting of $12,906 in accounts payable, accrued expenses of $61,783, $56,410 in advances from and accruals due to related party. As of December 31, 2015, we had long-term liabilities of $329,181 consisting of two convertible notes.

 

We financed our negative cash flows from operations of $12,833 during the six months ended June 30, 2016, which was due to a net loss of $16,480offset by an increase in account payable and accrued expenses of $3,647 through related party borrowings in the same amount.

 

We financed our negative cash flows from operations of $22,907 during the six months ended June 30, 2015, which was due to a net loss of $24,473 offset by an increase in accounts payable and accrued expenses of $1,566 through related party borrowings in the same amount.

 

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We may determine to seek to raise funds from the sale of restricted stock or debt securities. We have no agreements to issue any debt or equity securities and cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all.

 

Our limited resources may make it difficult to borrow funds or raise capital. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures.

 

As of June 30, 2016, the Company’s chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures as provided under the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report. Management has identified corrective actions for the weakness and will periodically reevaluate the need to add personnel and implement improved review procedures during fiscal year 2018.

 

Changes in internal controls.

 

During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1. Description of Business, subheading Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015, which could materially affect our business, financial condition or future results.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

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ITEM 4. MINE SAFETY DISCLOSURE

 

None.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

 

Exhibit No.   Description
31   Certification of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32   Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

 

By: /s/ Troy Grogan  
  Troy Grogan  
Chief Executive Officer and Chief Financial Officer  
Date: July 16, 2018  

 

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