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EX-32 - CERTIFICATION - Consorteum Holdings, Inc.consorteum_10qex32.htm
EX-31.1 - CERTIFICATION - Consorteum Holdings, Inc.consorteum_10qex31-1.htm
EX-31.2 - CERTIFICATION - Consorteum Holdings, Inc.consorteum_10qex31-2.htm

 

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012

 

OR

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________

 

COMMISSION FILE NUMBER: 000-53153

 

Consorteum Holdings Inc.

 

(Exact Name of Company as Specified in its Charter)

 

Nevada   45-2671583
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)

 

6 – 14845 Yonge Street, Suite #348, Aurora, Ontario, Canada, L4G 6H8

(Address of Principal Executive Offices)

 

(888) 702-3410

(Company's Telephone Number)
 

5045 Orbitor Drive, Building 8, Suite 200

Mississauga, Ontario Canada L4W 4Y4

(Former Name, Former Address, and Former Fiscal Year,

if Changed Since Last Report)

 

Indicate by check mark whether the Company (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 Company was required to file such reports), and (2) been subject to such filing requirements for the past 90 days.

Yes [X] No [  ].

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [_]  Accelerated filer [_]
   
Non-accelerated filer (Do not check if a smaller reporting company) [_] Smaller reporting company [X]

 

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

 

As of November 18, 2012, the Company had 309,147,714 shares of common stock issued and outstanding.

 

Consorteum Holdings, Inc. (the "Company" or "CSRH") is filing its Report on Form 10-Q for the quarter ended September 30, 2012 on November 21, 2012 in reliance upon the order dated November 14, 2012 (the "Order") of the Securities and Exchange Commission ("SEC") in its Release No. 68224 under the Securities Exchange Act of 1934 as amended (the "Exchange Act").  In the Release, among other things, the SEC permitted issuers to file until November 21, 2012 reports otherwise due between October 29 and November 20, 2012  if the reason for the delay in filing was (i) attributable to Hurricane Sandy and (ii) the filer states factually the reasons it was prevented from doing so.  CSRH relies upon the Order because its independent accountants suffered severe damage as a result of the storm in their New York and Long Island offices.  As a result employees of the independent accounting firm were unable to work in their offices, and unable to receive e! -mails or answer telephone calls for  several days in the immediate hurricane Sandy aftermath. In addition, it was difficult for the Company's internal accounting staff to communicate with them without encountering delays. The cumulative effect was to cause delays in the normal time transmission, gathering of accounting data and its verification.

 

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

 
 

 

 


Consorteum Holdings Inc.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

 


PART I –FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

 Consolidated Balance Sheets (Unaudited) 3

 

Consolidated Statements of Operations and Comprehensive (Income) Loss (Unaudited)

 

4

 

Consolidated Statements of Cash Flows (Unaudited)

 

5

 

Notes to Consolidated Financial Statements (Unaudited)

 

6

 

 

 

2
 

Consorteum Holdings Inc.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

 

    September 30,     June 30,  
ASSETS    2012     2012  
Current Assets:            
  Cash   $ 9,989     $ 9,371  
  Deferred finance charges     16,803       -  
    Total current assets     26,792       9,371  
                 
  Property and equipment, net of accumulated depreciation     3,643       2,734  
  Intangible assets, net     203,642       145,000  
     Total assets   $ 232,871     $ 157,105  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT                
                 
Current Liabilities:                
  Accounts payable and accrued expenses   $ 1,109,241     $ 1,143,351  
  Loans payable-short term     1,254,457       1,235,085  
  Convertible promissory notes     1,024,804       1,098,973  
  Due to stockholders     207,588       196,085  
    Total current liabilities     3,596,090       3,673,494  
                 
Convertible loans payable, net of short-term portion     2,683,570       2,189,490  
    Total liabilities     6,279,660       2,423,690  
                 
Stockholders' Deficit:                

Preferred stock, $0.001 par value, 40,000,000 shares

    authorized: zero issued and outstanding

    -       -  

  Preferred A stock, $0.001 par value, 5,000,000 shares

    authorized:5,000,000 and zero issued and outstanding at

    September 30, 2012 and June 30, 2012, respectively

               
    5,000       -  

Preferred B stock, $0.001 par value, 15,000,000 shares

    authorized:4,000,000 and zero issued and outstanding at

    September 30, 2012 and June 30, 2012, respectively

    4,000       -  

Preferred C stock, $0.001 par value, 40,000,000 shares

    authorized: zero issued and outstanding

    -       -  

Common stock; $.001 par value; 500,000,000 shares

    authorized; 309,216,464 issued and outstanding at

    September 30, 2012 and June 30, 2012, respectively

    309,217       309,217  
  Collateralized shares issued     (137,500 )     (137,500 )
  Shares committed to be issued     35,000       35,000  
  Additional paid-in capital     3,444,227       3,428,065  
  Accumulated other comprehensive loss     (172,972 )     (102,518 )
  Accumulated deficit during prior development activities     (7,617,031 )     (7617,031 )
  Deficit accumulated during the development stage     (1,916,730 )     (1,621,059 )
     Total stockholders’ deficit     (6,046,789 )     (5,705,879 )
                 
     Total liabilities and stockholders’ deficit   $ 232,871     $ 157,105  

 

See Notes to Unaudited Consolidated Financial Statements.

3
 

Consorteum Holdings Inc.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

 

                Cumulative from  
          Inception  
    Three Months ended September 30,    

(July 1, 2011)

Through

 
    2012     2011     September 30, 2012  
    (Unaudited)     (Unaudited)     (Unaudited)  
Revenues:   $ -     $ -     $ -  
                         
Operating expenses:                        
Selling, General and administration expenses     197,462       228,357       1,437,270  
    Total operating expenses     197,462       228,357       1,437,270  
                         
 Operating loss     (197,462 )     (228,357 )     (1,437,270 )
                         
Other expense:                        
  Gain on settlement of debt     -       -       68,813  
  Interest expense     (98,209 )     (63,660 )     (548,273 )
      (98,209 )     (63,660 )     (479,640 )
                         
Net loss     (295,671 )     (292,017 )     (1,916,730 )
                         
Foreign currency translation adjustment     (70,401 )     92,456       (1,463 )
                         
Comprehensive loss   $ (366,072 )   $ (199,561 )   $ (1,918,193 )
                         
Basic and diluted loss per common share   $ (0.00 )   $ (0.00 )        
                         

Basic and diluted weighted average common

shares outstanding

    309,216,464       304,147,714          

 


 

See Notes to Unaudited Consolidated Financial Statements.

4
 

 

Consorteum Holdings Inc.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

                Cumulative from
                Inception
                (July 1, 2011)
    Three Months Ended September 30,     Through
    2012     2011     September 30, 2012
    (Unaudited)     (Unaudited)     (Unaudited)
Cash flows from operating activities:                
Net loss   $ (295,671 )   $ (292,017 )   $ (1,916,730 )
Adjustments to reconcile net loss to net cash used in                        
 operating activities:                        
  Depreciation     301       295       1,477  
  Stock issued on reverse merger     -       -       (68,813 )
  Amortization of debt discount     718       15,938       718  
  Amortization of deferred finance charges     -       3,624       59,141  
  Stock-based compensation     23,375       96,000       213,605  
Changes in operating assets and liabilities:                        
  Accounts payable and accrued liabilities     (61,008 )     (6,599 )     362,598  
  Accrued interest     92,720       64,819       503,989  
                         
Net cash used in operating activities     (240,567 )     (117,940 )     (844,017 )
                         
Cash flows used in investing activities:                        
  Purchase of license agreement     (58,642 )     -       (203,642 )
Net cash used in investing activities     (58,642       -       (203,642 )
                         
Cash flows from financing activities:                        
  Proceeds from loans     -       -       141,482  
  Deferred finance costs     (16,803 )             (16,803 )
  Proceeds from bank indebtedness     -       -       -  
  Repayment of bank indebtedness     -       -       (121,938 )
  Proceeds from stockholders' advances     979       -       195,564  
  Repayment of convertible promissory notes                     (4,020 )
  Proceeds from the issuance of convertible promissory notes     314,292       114,000       859,049  
                         
Net cash provided by financing activities     298,468       114,000       1,051,334  
                     
Effect of exchange rate on cash     2,326       223       3,640  
                     
 Net increase (decrease) in cash     618       (5,095 )     6,348  
                     
Cash, beginning of period     9,371       9,110       3,641  
Cash, end of period   $ 9,989     $ 4,015     $ 9,989  
                     
Supplemental disclosures of cash flow information:                    
  Cash paid for interest   $ -     $ -     $ -  
  Cash paid for income taxes   $ -     $ -      
                         
Non-cash investing and financing activities:                  
Fair value of convertible notes issued  related to acquisition   $ -     $ 2,073,646     $ 2,073,646  
Conversion of convertible note payable   $ -     $ -     $ 101,375  
Debt discount related to convertible debt   $ 2,787     $       $ 2,787  

 

See Notes to Unaudited Consolidated Financial Statements.

5
 

Consorteum Holdings Inc.

(A DEVELOPMENT STAGE COMPANY)

 Notes to Consolidated Financial Statements

(Unaudited)

 

1.         Organization, Business and Going Concern

 

Consorteum Holdings, Inc. (the “Company”), formerly known as Implex Corporation, was incorporated in the State of Nevada on November 7, 2005. On April 9, 2009, Holdings changed its name to Consorteum Holdings, Inc.

 

In October 2012, we secured a license to market and license the CAPSA technology from Tarsin. The licensing agreement provides the Company with an exclusive right to license the CAPSA software platform in selected geographical markets throughout Canada, and Mexico, along with select customers within the United States and is capable of providing digital media to a wide range of mobile handsets, and provides for the ability to securely transmit financial information to individual handset owners. Tarsin provides us with the proven capabilities in the mobile handset market, which we can use to ensure cross functionality of mobile applications across a wide variety of handsets.  The ability to deliver next generation services to all customers depends on our ability to develop an application that is agnostic to the type of smart phone deployed.  The CAPSA platform was developed with the specific purpose of deploying rich multimedia content across diverse handsets.  We intend to leverage the license agreement with Tarsin in the mobile sports betting and casino gaming vertical to monetize its applications in branded partnership relationships.

  

Going Concern Assumption

 

We have secured working capital of approximately $314,000 during the three months ended September 30, 2012. Subsequent to such date, we have raised additional capital totaling approximately $10,000. These proceeds were used for working capital of the business.  We require additional equity or debt financing to meet our obligations as they become due. In the event that such financing is not secured, the Company will not be able to satisfy its liabilities.   Furthermore, certain debt is overdue and is secured by all assets of the Company.  We are attempting to restructure some of the debt and secure additional financing to satisfy its existing obligations and provide for sufficient working capital to meet the Company’s future obligations but there are no guarantees that we will be able to do so. Our convertibles notes of approximately $2.2 million reflected as non-current liabilities will be satisfied through the issuance of common stock, which is in our control and expected to be completed no later than the Company’s quarterly period ended March 31, 2013.

 

The Company's continuance as a going concern is dependent on the successful efforts of its management to secure additional equity or debt financing. In the event that such financing is not secured, the Company will not be able to satisfy its liabilities.   Furthermore, certain debt is overdue and is secured by all assets of the Company.  Management is attempting to restructure some of its debt and secure additional financing to satisfy its existing obligations and provide for sufficient working capital to meet its future obligations but there are no guarantees that it will be able to do so.

 

The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the inability of the Company to continue as a going concern.

 

The foregoing unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, these consolidated financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited consolidated interim financial statements should be read in conjunction with the consolidated financial statements in our Annual Report on Form 10-K for the year ended June 30, 2012.  In the opinion of management, the unaudited interim consolidated financial statements furnished herein include adjustments, all of which are of a normal recuing nature, necessary for a fair statement of the results for all the interim periods presented. Operating results for the three-month period ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending June 30, 2013.

 

6
 

2.        Summary of Significant Accounting Policies

 

The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America, and their basis of application is consistent with that of the previous year.


Basis of Presentation

The consolidated financial statements include the accounts of Consorteum Holdings, Inc., Consorteum Inc., and My Golf Rewards Canada, Inc. All significant intercompany balances and transactions are eliminated on consolidation.

 

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant areas requiring the use of estimates relate the valuation of stock-based compensation. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. Actual results will ultimately differ from those estimates.

 

Development Stage Activities

We previously operated as a technology and services aggregator to meet the diverse needs of its client base by leveraging its wide-ranging partner technologies to develop end-to-end, turnkey card and payment transaction processing solutions. On or about July 14, 2011, we changed our date of inception as a result of the change in business for accounting of our development-stage activities under Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”.  Activities prior to such date are included in development activities and the historical accumulated losses are segregating in the accompanying consolidated balance sheet in stockholders’ deficit.  In June 2011, we began to focus our efforts to acquire Tarsin, Inc.; however, we were unsuccessful in completing the acquisition because we could not secure the financing necessary to close the transaction. In October 2012, we secured a license to market and license the CAPSA technology from Tarsin. We expect to generate revenues from licensing the CAPSA technology in fiscal 2013. We have established an inception date effective July 1, 2011 (“Inception”).

 

Earnings or loss per share

The Company accounts for earnings or loss per share pursuant to ASC 260, "Earnings per Share," which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share.  Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus potentially dilutive securities outstanding for each year. The computation of diluted earnings (loss) per share has not been presented as its effect would be anti-dilutive.

 

The Company excluded 10,000,000 options and 3,352,184 warrants from the calculation periods ended September 30, 2012 and 2011 as the exercise prices were in excess of the average closing price of the Company’s common stock.  In addition, all conversion prices of convertible debt were in excess of the average closing price of the Company’s common stock, and accordingly, excluded from dilutive share calculation.  Preferred shares outstanding (9,000,000) are convertible into common stock on a one-to-one basis.  However, the effects of these shares would be anti-dilutive due to the net loss in the applicable periods.

 

Share-Based Payments

The Company accounts for stock options issued to employees and consultants under ASC 718 “Share-Based Payment”. Under ASC 718, share-based compensation cost to employees is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee's requisite vesting period.

 

Recent Accounting Pronouncements

The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. Except for the ASUs listed above, those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company.

 

7
 

3. Fair Value Measurements

 

The Company adopted ASC 820 “Fair Value Measurements and Disclosures”. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

 

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 - Other inputs that are directly or indirectly observable in the marketplace.

 

Level 3 - Unobservable inputs which are supported by little or no market activity.

 

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include accounts payable and accrued liabilities, loans payable, and convertible promissory notes.  Cash is considered a (Level 1) financial instrument.  The Company does not have any level 2 or 3 financial assets or liabilities.

 

4.   Intangible Assets

 

On October 10, 2012, we entered into a licensing agreement with Tarsin for rights to the CAPSA technology; the agreement is for a term of three (3) years. In connection therewith, we acquired exclusive rights to market, sell and service CAPSA in Canada, Mexico, as well as select customers in the United States. We must pay $100,000, annually, beginning in year two of the agreement. Under the license, we are subject to a royalty of 12.5% of revenues generated by the Company from the CAPSA technology. The Company also retains the “Right of First Negotiation” to enter into markets in the United States which do not overlap with the existing contractual relationships that Tarsin has with Stations Casino in Nevada. Through the date of the license agreement, we advanced Tarsin approximately $204,000 and applied such amount to the license.

 

5.  Loans payable and convertible promissory notes

 

Loans payable are as follows:

 

    September 30,     June 30,  
    2012     2012  
Loans payable, bearing interest at rates between 10% and 18% per annum. Interest payable monthly. These loans are past due, unsecured and payable on demand.  Accrued interest of $249,610 and $212,201 at  September 30, 2012 and June 30, 2012, respectively   $ 1,254,433     $ 1,235,085  
Less: Current portion     (1,235,085 )     (1,235,085 )
Loans payable, non-current   $     $  

 

Convertible Promissory Notes are as follows:

    September 30,     June  30,  
    2012     2012  
Convertible promissory notes assumed in accordance with asset purchase agreement with Media Exchange Group bearing interest between 5% to 8% per annum, convertible into shares of common stock at a rate ranging from $0.01 to $0.05.  Accrued interest of $437,666 and $408,251 at September 30, 2012 and June 30, 2012 was $408,521, respectively. These notes were convertible upon the merger that occurred in July 2011.   $ 2,218,318     $ 2,189,490  
                 
Convertible promissory notes, bearing interest between 5% and 18% per annum, maturing between October 2010 and November 2013. Interest is payable at maturity. The promissory notes are convertible at any time at the option of the holder, into shares of common stock at either a rate ranging from $0.008 to $0.05, or at 35% discount of market, or at the price of the next qualified financing. Accrued interest of $135,865 and $112,616 at June 30, 2012 and 2011. The notes are substantially in default at June 30, 2012     1,148,132       762,242  
                 
Convertible promissory notes, bearing interest between at 5% per annum, maturing October 2012 to May 2013. Interest payable monthly. The notes are convertible at any time at the option of the holder, into shares of common stock at a rate from $0.02 to $0.05, each. Accrued interest of $17,424 and $12,231 at September 30, 2012 and June 30, 2012, respectively.     341,924       336,731  
                 
Convertible promissory notes   $ 3,708,374     $ 3,288,463  
Less: short-term portion     (1,024,804 )     (1,098,973 )
Convertible promissory notes long-term portion   $ 2,683,570     $ 2,198,490  

 

8
 

Convertible Notes Issued

 

In September 2012, the Company issued a convertible note in the amount of $184,492. The note bears interest at 8% and is matures September 2013, at which time all principal and accrued interest is due and payable.  The convertible promissory note and accrued interest thereon is convertible at $0.02 per share into the Company’s common stock at the option of the holder.  Concurrently, the Company issued two convertible exchange promissory notes to satisfy two existing notes in the amounts of $380,000 and $124,031 with the same investor. Aggregate accrued interest of $100,686 from the extinguished notes remain outstanding as part of the new convertible promissory notes. The notes bear interest at 8%, per annum, are due between May and November 2013, and are convertible into the Company’s common stock at $0.02 per share.  Principal and accrued interest thereon is due and payable upon maturity.  None of the three notes had beneficial conversion features at the issuance date.

 

In July 2012, we entered into a convertible promissory note in the amount of $30,000, interest at 8%, per annum, subject to a default rate of 12%, per annum, due January 2013. The note is convertible upon a qualified financing at the same price per equivalent common share. In connection therewith, the Company issued a warrant to purchase 180,000 shares of common stock, for five years, at $0.025 per share.  The Company valued the warrants in connection with the note and determined the relative fair value of the warrants were $1,041 at the issuance date using the Black-Scholes assumptions below.  Accordingly, a discount for the warrants was recognized at the notes inception and will be amortized over the life of the note.  During the three months ended September 30, 2012, the Company recognized interest expense of $364 in connection with the amortization of the discount, with unamortized discount of $677 remaining.

 

On July 18, 2012, we issued a convertible promissory note in the amount of $100,000, interest at 12%, per annum, is due on July 2013 and convertible into common stock at $0.025 per share for proceeds received.  . In connection therewith, the Company issued a warrant to purchase 500,000 shares of common stock, for five years, at $0.025 per share.  The Company valued the warrants in connection with the note and determined that the relative fair value of the warrants were $1,746 at the issuance date using the below Black-Scholes assumptions. Accordingly, a discount for the warrants was recognized at the notes inception and will be amortized over the life of the note.  During the three months ended September 30, 2012, the Company recognized interest expense of $354 in connection with the amortization of the discount, with unamortized discount of $1,392 remaining.

 

The following assumptions were used in connection with the warrants issued with convertible promissory notes :

 

Annual dividend yield     -  
Expected life (years) of     5.0  
Risk-free interest rate     0.6 %
Expected volatility     279 %

 

The Company recognized interest expense of approximately $98,000 and $64,000 during the three months ended September 30, 2012 and 2011, respectively.

 

9
 

 

6.        Due to Stockholders

The amounts due to stockholders are non-interest bearing, unsecured and have no fixed terms of repayment. Stockholders advanced the Company approximately $1,000 and zero during the three months ended September 30, 2012 and 2011, respectively.

 

On May 30, 2012, the Company formalized a convertible promissory note with the Company’s CEO for approximately $179,809. The convertible note bears interest at 5% per annum, matures May 29, 2012, and is convertible at the option of the holder, at any time into shares of the Company’s common stock at $0.02 per share. Of the total monies advanced by the CEO, approximately $111,500 was used for settlement of bank indebtedness, approximately $15,600 was used to pay legal fees in connection with the bank indebtedness settlement, and approximately $52,700 was used to pay certain operating costs on behalf of the Company.

 

7.        Commitments and Contingences

Threatened Litigation

 

In July 2011, the board of directors approved the acquisition of MEXI and the appointment of Joe Cellura as the CEO of the Company. At that time, we intended approve and file designations with the Nevada Secretary of State for Series A Preferred Stock, as well as Series B Preferred and to enter into an employment agreement as compensation to Mr. Cellura with expectation that Mr. Cellura could raise the funds necessary to exploit technologies. Once the Series A & B Preferred Stock designations were to be filed, the Board was obligated to issue 55% of the 5,000,000 shares of Series A Preferred Stock in connection with the acquisition of MEXI and 4,000,000 shares of Series B Preferred Stock in connection with the proposed employment agreement with Joe Cellura. However, Mr. Cellura elected to not submit an Employment contract for Board approval due to lack of funding.

 

Mr. Cellura, during his position as CEO, raised capital for his compensation and to provide working capital to Tarsin in an effort to complete the acquisition of Tarsin. Insufficient funds were raised and ultimately the acquisition of Tarsin was suspended and disagreements occurred among management and the board of directors. On May 18, 2012, Mr. Joseph A. Cellura was removed from his position as a CEO, director and Chairman of the board of directors of Consorteum. Mr. Cellura’s removal was accomplished through a written consent dated as of May 18, 2012 in lieu of a meeting. In the same Written Consent Mr. Craig A. Fielding, the sole remaining director of the Company was appointed Chief Executive Officer (CEO), President, Chief Financial Officer and Secretary of the Company effective May 18, 2012. Ultimately after the removal of Mr. Cellura, the board of directors elected not to issue the Series A & B Preferred Stock because of the removal of Mr. Cellura due to his failure to meet shareholder expectations concerning the direction of the Company, specifically but not limited to, his failure to source and secure critical funding for the Company in the amounts and at the times required to further the Company’s development.

 

On June 27, 2012, plaintiffs Joseph R. Cellura as Chairman and CEO of Game2Mobile and Joseph R. Cellura individually filed a summons and complaint in the United States District Court for the Southern District of New York (the “Action”) against the Company, our COO Patrick Shuster (“Shuster”), our CEO Craig Fielding (“Fielding”) and certain other defendants not affiliated with the Company. As of the date hereof defendants CHI, Shuster and Fielding have not been served with the summons and complaint, and, upon information and belief, neither have any of the remaining defendants. Plaintiffs allege 12 different causes of action against various defendants, but only Count XI is alleged against the Company. In this count, plaintiff Cellura individually alleges that the Company (among other defendants) breached his employment agreement with the Company and seeks damages in excess of $5,000,000. The complaint does not give any detail of the specific breaches by any of the defendants; nor does it describe how plaintiff has been damaged for a sum in excess of $5,000,000.

 

In October 2012, the Company and Cellura, as well as certain of the individual defendants named in the Action entered into a settlement agreement (“Settlement Agreement”) pursuant to which (among other matters) Cellura agreed to discontinue the Action against the Company and file a stipulation of discontinuance with prejudice with the Court in which the Action was pending. The parties also agreed to exchange general releases with each other such that all claims by Cellura and his affiliates against the Company will be resolved. In connection therewith, the Company will pay Mr. Cellura approximately $46,000, which is reflected in our consolidated balance sheets at September 30, 2012 and June 30, 2012.

 

10
 

Employment Contracts

 

The Company has entered in an employment agreement with Mr. Patrick Shuster, as Chief Operating Officer of Consorteum Holdings Inc., Inc.  Below is a summary of the terms of such agreement:

 

  Retroactive to September 1, 2012
  Base salary of $240,000
  5,000,000 options to purchase common stock at $0.002 per share which vest in equal installments from September 1, 2012 through December 31, 2016; provided, however, that all remaining options shall vest immediately upon the termination with cause of the agreement;
  2,000,000 shares of Series A Preferred, fully vested on September 21, 2012; and
  2,000,000 shares of Series B Preferred, fully vested on September 21, 2012
  Unspecified pension and compensation retirement plan;
  Incentive compensation amounting to 5 to 50% of base salary with revenue targets ranging from $0- $2,000,000 and in excess of $10,000,000.  Additionally, Mr. Shuster is entitled to a cash compensation amounting to 2% of the purchase price in the event of a sale of the Company and 3% of capital raised.

  

The Company has entered in an employment agreement with Mr. Craig Fielding, as Chief Executive Officer of Consorteum Holdings Inc.  Below is a summary of the terms of such agreement:

 

  Retroactive to September 1, 2012
  Base salary of $240,000
  5,000,000 options to purchase common stock at $0.002 per share, which vest in equal installments from September 1, 2012 through December 31, 2016; provided, however, that all remaining options shall vest immediately upon the termination with cause of the agreement; and have a contractual term of ten years;
  3,000,000 shares of Series A Preferred, fully vested on September 21, 2012; and
  2,000,000 shares of Series B Preferred, fully vested on September 21, 2012
  Unspecified pension and compensation retirement plan;
  Incentive compensation amounting to 5 to 50% of base salary with revenue targets ranging from $0- $2,000,000 and in excess of $10,000,000.  Additionally, Mr. Fielding is entitled to a cash compensation amounting to 2% of the purchase price in the event of a sale of the Company and 3% of capital raised.

 

Convertible Notes Issued

 

See Note 5 for convertible promissory notes issued during the three months ended September 30, 2012.

 

11
 

8.        Stockholders’ Deficit

 

Common Stock

 

There were no common stock issuances for the three months ended September 30, 2012.

 

The Company is authorized to issue 500,000,000 shares of common stock and 100,000,000 shares of preferred stock. At the present time, assuming all of the rights and obligations to issue approximately 235,000,000 shares of our common stock under convertible notes, warrants and stock options became due as of September 30, 2012, we would not have sufficient authorized common shares to fulfill as such obligations.  However, our two officers, which are also directors, control sufficient votes through their holdings of Series A and B Preferred stock to increase the authorized shares at any time, when deemed appropriate. We intend to increase our authorized common shares in the near future from 500 million to 1 billion.

 

Preferred Stock

 

As of September 30, 2011, the Company has 100,000,000 preferred shares authorized, having a par value of $.001 per share.

 

In November 2011, the Company’s board of directors approved an amendment of the Company’s Articles of Incorporation, whereby the designations of Series A and Series B preferred stock were established, and the number of Series A preferred shares to be issued at 5,000,000 and the number of Series B preferred shares to be issued at 15,000,000. The rights and privileges of the Series A shares consist of super voting rights at 200 votes per share held, conversion rights on a one-to-one basis with common stock, and liquidation preference as described below. The rights and privileges of the Series B shares have voting rights equal to one vote per share held, conversion rights equal to Series A and liquidation preference as described below.

 

Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any common stock or Series B preferred stock liquidation preference, the holders of the Series A preferred stock shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred Stock equal to the product of (i) the original amount paid by the holder thereof for each share of Series A Preferred Stock owned by such holder as of the effective date of such liquidation, multiplied by (ii) the number of shares of Series A Preferred Stock owned of record by such holder as of the liquidation date (as adjusted for any combinations, splits, recapitalization and the like with respect to such shares).  Series B preferred stock is next in liquidation preference after the Series A preferred stock, and is computed consistently with the formula above for the Series A preferred stock. See below for authorization of Series C Preferred Stock.

 

On September 21, 2012, the Company’s board of directors approved designations for Series C Preferred Stock. In connection therewith, we filed the designations with Nevada Secretary of State to reserve 40,000,000 shares of Series C Preferred Stock. The shares are voting, will pay no dividend, each shares convertible into four (4) shares of common stock, and have a liquidation preference after the Series A & B Preferred Stock.

 

On September 21, 2012, the Company’s board of directors approved two employment agreements which provide for the issuance and immediate vesting of 5,000,000 shares of Series A Preferred stock and 4,000,000 shares of Series B Preferred stock.  In connection therewith, we recorded compensation expense of $18,000 based on the underlying value of the common stock of $0.002 per share on the date of grant.

 

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Warrants

 

There were 680,000 warrants to purchase shares of common stock issued during the three months ended September 30, 2012 in connection with the issuance of convertible promissory notes. See Note 5 for details of warrant issuances.

 

Options

 

On September 21, 2012, in connection with two employment agreements (Note 7), we granted options to purchase 10,000,000 shares of common stock at $0.002 per share which vest in equal installments from September 1, 2012 through December 31, 2016; provided, however, that all remaining options shall vest immediately upon the termination with cause of the agreements. The options have a contractual term of ten years. The option issuances to the two employees were accounted for as a modification of existing options as the existing options were extinguished with concurrent issuance of these new options. The new options extended the vesting period and repriced the options. The Company valued the extinguished options immediately before extinguishment and compared the value of unvested shares to the new option issuance and determined that any incremental value was insignificant. Accordingly, the remaining option value on the original options of approximately $42,000 will be recognized over the term of the original options. In connection therewith, we recorded compensation in the amount of $4,375 during the three months ended September 30, 2012.

 

During the three months ended September 30, 2012, options to purchase 6,000,000 shares were cancelled or forfeited.

 

As of September 30, 2012, we had 10,000,000 options outstanding.

 

9.  Subsequent Events 

 

From October 1, 2012 through November 19, 2012, the Company issued convertible promissory notes totaling $$10,000.

 

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

 

FORWARD LOOKING STATEMENTS.

 

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters set in the Company's SEC filings. These risks and uncertainties could cause the Company's actual results to differ materially from those indicated in the forward-looking statements. We caution that words used in this document such as "expects," "anticipates," "believes," "may," and "optimistic," as well as similar words and expressions used herein, identify and refer to statements describing events that may or may not occur in the future.

 

These forward-looking statements and the matters to which they refer are subject to considerable uncertainty that may cause actual results to be materially different from those described herein. There are numerous factors that could cause actual results to be different than those anticipated or predicted by us, including: (i) a deterioration in economic conditions in general; (ii) a decrease in demand for our products or services in particular; (iii) our loss of a key employee or employees; (iv) regulatory changes, including further changes in the area of credit card regulation or implementation of new regulations in furtherance of the new legislation that may have an adverse affect on the demand for our products or services; (v) increases in our operating expenses resulting from increased costs of labor and/or consulting services; (vi) our inability to exploit existing or secure additional sources of revenues or capital to fund operations; (vii) a failure to collect upon or otherwise secure the benefits of existing contractual commitments with third parties, including our customers; and (viii) other factors and risks identified in our SEC filings. This list provides examples of factors that could affect the results described by forward-looking statements contained in this press release; however, this list is not exhaustive and many other factors could impact our business and it is impossible to predict with any accuracy which factors could result in negative impacts.

 

These forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

OVERVIEW

 

Initially in June 2011, we spent time validating our business models for the First Nations project and the My Golf Rewards program. The lack of capital to launch these programs has forced us to curtail our sales and marketing activities and to focus on identifying other opportunities in which we could compete for market share and generate revenue.

 

In 2011, we attempted to acquire Tarsin through the issuance of stock and cash, but due to our inability to obtain capital to complete the acquisition and provide working capital post close, we terminated the acquisition agreement in June 2012. On October 10, 2012, we entered into a licensing agreement with Tarsin for rights to the CAPSA technology. In connection therewith, we acquired exclusive rights to market, sell and service CAPSA in Canada, Mexico, as well as certain customers in the United States. The agreement is for a term of three (3) years, and is subject to a royalty of 12.5% of revenues derived from the CAPSA technology. The agreement specifies an annual license fee of $100,000 and a support fee based an annual turnover. We ultimately wish to expand in Latin America, China and Europe. The Company also retains the “Right of First Negotiation” to enter into markets in the US which do not overlap with the existing contractual relationships that Tarsin has with Stations Casino in Nevada.

 

The licensing agreement with Tarsin will become the keystone in our plans to rebrand ourselves as a leader in the mobile publishing and mobile gaming industry. All of our previous initiatives will be redesigned with the core focus of establishing our reputation for creative solutions in a mobile world. Tarsin is positioned to become a leading developer of mobile gaming on cross platform applications, which expect to significantly benefit from. The CAPSA platform facilitates our ability to develop mobile applications and can be leveraged into many different market verticals. We anticipate that in 2013 we will deliver to market a series of mobile applications in the gaming, entertainment, sports and mobile financial solutions industries.

 

14
 

We have been focused on initiating new agreements and commencing pilot projects intended to demonstrate the efficacy of the business model.  The lack of working capital funds has challenged this process and at the end of the fiscal year, we were forced to restructure our affairs.  The outcome of that process included the decision to reduce the number of business opportunities, the termination of all management contracts, and the arrangement with officers, employees, and suppliers to forgive certain indebtedness as at June 30, 2012.

 

We have incurred losses since commencing the above initiatives in June 2011 and will likely continue into 2013 until such time we can generate revenues sufficient to meet our cash flows. We have significant liabilities which we acquired through the acquisition of MEXI. We intend to work through reducing or eliminating the remaining liabilities, and to continue to raise additional working capital to meet the demands of Tarsin’s new product offering.

 

We have no funding commitments and there can be no assurance that we will raise any of the financing we need. The financial results of 2011 and 2012 are reflective of an early stage company that has pilot projects only in place but no active programs.  Results for the current year have been impacted by the limited financial resources available.


LIQUIDITY AND CAPITAL RESOURCES

 

We had $9,989 in cash at September 30, 2012.  Our working capital deficit amounted to approximately $3.6 million at September 30, 2012.

 

During the three-month period ended September 30, 2012, we used cash in our operating activities amounting to approximately $241,000. Our cash used in operating activities was comprised of our net loss from continuing operations of approximately $296,000 adjusted for stock compensation and other non-cash items of approximately $23,000 and operating assets and liabilities of approximately $31,000.

 

The Company used cash from investing activities of approximately $59,000 for license costs.

 

The Company had positive cash from financing activities, primarily related to the issuance of approximately $314,000 in convertible promissory notes.

 

During the three-month period ended September 30, 2011, we used cash in our operating activities amounting to approximately $118,000. Our cash used in operating activities was comprised of our net loss from continuing operations of approximately $292,000 adjusted for the following:

 

Amortization of debt discount of  approximately $16,000;  
Fair value of preferred shares issued for services of $96,000;  
 mortization of deferred finance charges of  approximately $3,600;  
Depreciation of approximately $300;  

 

 Additionally, the following variations in operating assets and liabilities impacted our cash used in operating activity:

 

  A decrease in our accounts payable and accrued liabilities expenses of approximately $6,600;
  An increase of accrued interest of approximately $65,000, resulting from the issuance of assumed loans as a result of an acquisition;

 

During the three-month period ended September 30, 2011, we generated cash from financing activities of approximately $114,000, which consists of the proceeds from the issuance of convertible notes.

 

There are no significant commitments for the purchase of capital assets or intangible assets, or for operating leases.

 

15
 

Going Concern

 

Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States assuming the Company will continue as a going-concern. We have incurred losses since inception and our ability to continue as a going-concern depends upon its ability to continue to raise adequate financing and develop profitable operations. We have a working capital deficit of approximately $3.6 million at September 30, 2012. Subsequent to September 30, 2012, we have raised working capital of $10,000 through the issuance of notes to fund our working capital requirements. We are actively targeting sources of additional financing, which would assure continuation of the Company’s operations. The current market conditions and volatility increase the uncertainty of the Company’s ability to continue as a going concern given the need to both curtail expenditures and to raise additional funds. The Company is and has experienced negative operating cash flows and needs to invest in continuing pilot projects and operating partnerships which cannot be met from existing cash balances. The Company will continue to search for new funds and for new collaborative partners for the projects but anticipates that the current market conditions may impact the ability to source such funds. 

 

There can be no assurance that we will be able to continue to raise funds in which case the Company may be unable to meet its obligations. Should the Company be unable to realize on its assets and discharge its liabilities in the normal course of business, we may be forced to sell or assign rights to our technologies. Our consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.


Results of Operations

 

Selling, General, and Administrative Expenses

 

Selling, general, and administrative expenses primarily consist of salaries and wages for our employees, including stock based compensation of approximately $23,000, along with professional fees and service fees in connection with maintaining our status as a public company.

 

The decrease in our selling, general, and administrative expenses during the three-month period ended September 30, 2012 when compared with the prior period is primarily attributable to decreased operations and the absence of acquisition activity that was present during the 2011 period.

 

Interest Expense

 

Interest consists of interest payable pursuant to stated rate on interest bearing indebtedness.

 

The increase in interest expense during the three month period ended September 30, 2012 when compared with the prior period is primarily due to the issuance of new convertible notes in addition to the convertible notes assumed from the MEXI acquisition.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (“Exchange Act”) and are not required to provide the information under this item.

 

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Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures.

 

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company's periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the Company's principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

 

Under SEC Rules that affect the Company, the Company is required to provide management's report on internal control over financial reporting for its first fiscal year ending on or after December 15, 2008. The Company has prepared management's report as required.

 

As of the end of the period covered by this report, management carried out an evaluation, under the supervision and with the participation of the Company's principal executive officer and principal financial officer, of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon the evaluation, the Company's principal executive officer and principal financial officer concluded that its disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. In addition, the Company's principal executive officer and principal financial officer concluded that its disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.


Item 4A. Controls and Procedures.

 

Management's Report on Internal Control over Financial Reporting

 

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is designed to provide reasonable assurance as to the reliability of the Company's financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of September 30, 2012. We identified the following material weakness in our internal control over financial reporting- we did not have adequately segregation of duties, in that we only had one person performing all accounting-related on-site duties. Because of the "barebones" level of relevant personnel, however, certain deficiencies which are cured by separation of duties cannot be cured, but only a monitored as a weakness.

 

Attestation Report of Independent Registered Public Accounting Firm

 

An attestation report of our registered public accounting firm regarding internal control over financial reporting is not required as a result of the enactment of the Dodd-Frank Act of 2010.

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting identified in connection with our evaluation that occurred during our last quarter (our fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

17
 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

 

Item 1A. Risk Factors.

 

None.

 

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

 

During the three months ended September 30, 2012, the Company had no capital stock transactions.

 

During the three months ended September 30, 2012, the Company’s Board of Directors authorized the issuance of 5,000,000 shares of the Company’s Series A Preferred stock and 4,000,000 shares of Series B Preferred stock.  These shares were fully vested upon issuance.  These shares were valued at $0.002 on the date of issuance and as a result the Company recorded $18,000 of compensation expense which is included in selling, general and administrative expense.

 

In September 2012, the Company issued a convertible note in the amount of $184,492. The note bears interest at 8% and is matures September 2013, at which time all principal and accrued interest is due and payable.  The convertible promissory note and accrued interest thereon is convertible at $0.02 per share into the Company’s common stock at the option of the holder.  Concurrently, the Company issued two convertible exchange promissory notes to satisfy two existing notes in the amounts of $380,000 and $124,031 with the same investor. Aggregate accrued interest of $100,686 from the extinguished notes remain outstanding as part of the new convertible promissory notes. The notes bear interest at 8%, per annum, are due between May and November 2013, and are convertible into the Company’s common stock at $0.02 per share.  Principal and accrued interest thereon is due and payable upon maturity.  None of the three notes had beneficial conversion features at the issuance date.

 

In July 2012, we entered into a convertible promissory note in the amount of $30,000, interest at 8%, per annum, subject to a default rate of 12%, per annum, due January 2013. The note is convertible upon a qualified financing at the same price per equivalent common share. In connection therewith, the Company issued a warrant to purchase 180,000 shares of common stock, for five years, at $0.025 per share.

 

On July 18, 2012, we issued a convertible promissory note in the amount of $100,000, interest at 12%, per annum, is due on July 2013 and convertible into common stock at $0.025 per share for proceeds received.  . In connection therewith, the Company issued a warrant to purchase 500,000 shares of common stock, for five years, at $0.025 per share.

 

All of the transactions were exempt from registration under Section 4(2) of the Securities Act of 1933 as transactions by an issuer not involving a public offering.


Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. (Removed and Reserved).

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

See list below.


18
 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  CONSORTEUM HOLDINGS, INC.  
       
Dated: November 19, 2012 By: /s/  Craig A. Fielding  
     Craig A. Fielding   
    Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)  

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

 

Dated: November 19, 2012

 

 

Name    Position    Date 
         
/s/Craig A. Fielding   Chief Executive Officer, Chief   November 19, 2012
Craig A. Fielding  

Financial Officer, Chairman of

the Board of Directors

(Principal Executive Officer,

Principal Financial Officer) 

   
         
/s/Patrick Shuster   Director   November 19, 2012
Patrick Shuster        

 

 

 

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EXHIBIT LIST

 

Exhibit No.

 

Description
31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
   
31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
   
32 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.INS* XBRL Instance Document
101.SCH* XBRL Schema Document
101.CAL* XBRL Calculation Linkbase Document
101.DEF* XBRL Definition Linkbase Document
101.LAB* XBRL Label Linkbase Document
101.PRE* XBRL Presentation Linkbase Document

* Pursuant to Rule 405(a)(2) of Regulation S-T, the Company will furnish the XBRL Interactive Data Files with detailed footnote tagging as Exhibit 101 in an amendment to this Form 10-Q.

 

 

 

 

 

 

 

 

 

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