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EX-31.1 - CERTIFICATION - Confederate Motors, Inc.f10q0314ex31i_confederate.htm
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EX-31.2 - CERTIFICATION - Confederate Motors, Inc.f10q0314ex31ii_confederate.htm
EX-32.2 - CERTIFICATION - Confederate Motors, Inc.f10q0314ex32ii_confederate.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 March 31, 2014
 
o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
CONFEDERATE MOTORS, INC.
 
DELAWARE
 
000-52500
 
26-4182621
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
(IRS Employer
Identification No.)
 
3029 2nd Avenue South
Birmingham, Alabama 35233
(Address of Principal Executive Offices)
 
(205) 324-9888
(Issuer’s Telephone number)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No o
 
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 No x
 
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 definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
 
Large Accelerated Filer  o
Accelerated Filer  o
Non-Accelerated Filer  o
Smaller Reporting Company x
 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yes No x
 
The number of shares outstanding of each of the issuer’s classes of common equity, as of May 20, 2014: 16,704,762 shares of Common Stock.
 


 
 

 

CONFEDERATE MOTORS, INC.

FORM 10-Q
March 31, 2014
INDEX
 
PART I - FINANCIAL INFORMATION
3
ITEM 1.  FINANCIAL STATEMENTS
3
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
15
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
19
ITEM 4.  CONTROLS AND PROCEDURES
19
PART II - OTHER INFORMATION
20
ITEM 5.  OTHER INFORMATION
20
ITEM 6.  EXHIBITS
20
SIGNATURES
21

 
 

 

PART I - FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS
 
CONFEDERATE MOTORS, INC.
Condensed Consolidated Balance Sheets
 
   
(Unaudited)
       
   
March 31,
   
December 31,
 
   
2014
   
2013
 
Assets
           
Current assets
           
Cash and cash equivalents
 
$
286,364
   
$
3,113
 
Other Receivables
   
67,940
     
-
 
Inventory
   
436,977
     
374,531
 
Prepaid inventory
   
126,960
     
43,463
 
Prepaid expenses
   
3,253
     
4,834
 
Note Receivable
   
12,124
     
10,223
 
Total current assets
   
933,618
     
436,164
 
                 
Property and equipment, net
   
38,325
     
27,450
 
                 
Total assets
 
$
971,943
   
$
463,614
 
                 
Liabilities and Stockholders' Deficit
               
                 
Current liabilities
               
Accounts payable
 
$
73,465
   
$
93,978
 
Accrued interest payable
   
7,502
     
7,502
 
Accrued salaries
   
126,000
     
306,000
 
Accrued payroll tax liability
   
89,594
     
95,994
 
Deferred revenue
   
827,638
     
792,208
 
Deferred sales commission and royalty
   
30,000
     
30,000
 
Warranty reserve
   
8,600
     
8,600
 
Other accrued expenses
   
34,186
     
26,782
 
Registration rights liability
   
175,500
     
175,500
 
Payable to be settled in stock – Officer
   
180,000
     
-
 
Settlement Payable
   
200,000
     
200,000
 
Current portion of notes payable
   
-
     
-
 
Total current liabilities
   
1,752,485
     
1,736,564
 
                 
Stockholders' deficit
               
Preferred Stock, $0.001 par value 20,000,000 shares authorized; -0- shares outstanding in 2014 and 2013
   
-
     
-
 
Common Stock, $0.001 par value 200,000,000 shares authorized; 16,704,762 shares outstanding in 2014 and 13,587,556 shares outstanding in 2013
   
16,703
     
13,586
 
Additional paid-in capital
   
10,349,729
     
9,852,846
 
Stock Subscribed
   
600,000
     
600,000
 
Subscriptions Receivable
   
(113,238
   
(113,238
Accumulated deficit
   
(11,319,786
)
   
(11,312,194
)
Treasury Shares
   
(313,950
   
(313,950
Total stockholders’ deficit
   
(780,542
)
   
(1,272,950
)
Total liabilities and stockholders’ deficit
 
$
971,943
   
$
463,614
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
 
3

 

CONFEDERATE MOTORS, INC.
Condensed Consolidated Statements of Operations
(unaudited)
 
   
Three Months Ended
 
   
March 31,
   
March 31,
 
   
2014
   
2013
 
             
Sales
 
$
349,474
   
$
417,987
 
                 
Cost of goods sold
   
(189,364
)
   
(203,205
)
                 
Gross profit
   
160,110
     
214,782
 
                 
Operating Expenses
               
Research and Development
   
50,068
     
23,163
 
Selling, general and administrative expenses
   
184,499
     
250,682
 
 
   
234,567
     
273,845
 
                 
Loss from operations
   
(74,457
)
   
(59,063
)
                 
Other income (expense)
               
Other income
   
66,465
     
-
 
Interest (expense)
   
400
     
(284
     
66,865
     
(284
                 
Net income (loss) before income taxes
   
(7,592
)
   
(59,347
Income tax expense
   
-
     
-
 
Net income (loss)
 
$
(7,592
 
$
(59,347
                 
Net income (loss) before income taxes per common share
               
Basic and diluted
 
$
(0.00
)
 
$
(0.00
Weighted average shares outstanding
               
Basic and diluted
   
15,745,622
     
13,561,716
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

 
4

 
 
CONFEDERATE MOTORS, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited)
 
   
Three Months Ended
 
   
March 31,
   
March 31,
 
   
2014
   
2013
 
Operating activities
           
Net income (loss)
 
$
(7,592
)
 
$
(59,347
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities
               
AR / Other Receivables
   
(67,940
   
-
 
Depreciation
   
344
     
344
 
Deferred exclusive agency fee
   
-
     
-
 
Options issued for services
   
-
     
97,188
 
Change in operating assets and liabilities
               
Inventory
   
 (62,444
   
(48,635
Prepaid inventory
   
(83,498
   
-
 
Prepaid expenses
   
1,581
     
-
 
Notes Receivable
   
(1,901
   
-
 
Accounts payable
   
(20,512
   
(62,033
Accrued payroll tax liability
   
(6,400
   
-
 
Other accrued expenses
   
7,403
     
1,998
 
Deferred revenue
   
35,430
     
(58,756
Deferred sales commission and royalty
   
-
     
30,000
 
                 
Net cash provided (used) by operating activities
   
(205,529
   
(99,241
                 
Investing activities
               
Leasehold Improvements – Construction in Progress
   
(554
   
-
 
                 
Equipment – Construction in Progress
   
(10,666
   
              -
 
                 
Net cash provided (used) by investing activities
   
(11,220
   
-
 
                 
Financing activities
               
Repayment of notes payable
   
-
     
(5,393
)
Repayment of capital leases
   
-
     
(687
Proceeds from issuance of stock
   
500,000
     
-
 
Net cash provided (used) by financing activities
   
500,000
     
(6,080
                 
Net increase (decrease) in cash and cash equivalents
   
283,251
     
(105,321
                 
Cash and cash equivalents at the beginning of period
   
3,113
     
128,916
 
                 
Cash and cash equivalents at end of period
 
$
286,364
   
$
23,595
 
                 
Supplemental disclosures of cash flow information:
               
Non cash investing & financing activities
               
Stock issued to retire payable
 
 $
-
   
 $
50,000
 
Payable to be settled in stock
   
180,000
     
-
 
Cash paid during the period for:
               
Interest
 
$
-
   
$
284
 
Income taxes
 
$
  -
   
-
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
 
5

 

Confederate Motors, Inc.
Notes to Condensed Consolidated Financial Statements
March 31, 2014
(unaudited)

NOTE 1 – Summary of Significant Accounting Policies

Nature of Business
 
Confederate Motors, Inc. (the “Company”) is a manufacturer of American handcrafted street motorcycles. The Company currently offers one production model (the X132 Hellcat) and two preproduction models (the Hellcat Roadster and the Pierre Tereblanche P51 Fighter). The X132 Hellcat model started production in January 2012. The Confederate Brand was founded in 1991. The Company has been operational since 2003 and is headquartered in Birmingham, Alabama.

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.

The unaudited interim financial statements should be read in conjunction with the Company’s 2013 Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the years ended December 31, 2013 and 2012.  The interim results for the period ended March 31, 2014 are not necessarily indicative of results for the full fiscal year.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in 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 reported amounts of revenues and expenses during the reporting period. Management believes that the estimates utilized in preparing the Company’s financial statements are reasonable and prudent; however, actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include Confederate Motors, Inc., Confederate Acquisitions Corp.(inactive), and Confederate Garage, LLC. (collectively, the “Company”). All intercompany accounts have been eliminated in consolidation.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition and rapid technological change and is in a state of fluctuation as a result of the recent economic downturn in the United States and around the world.  The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure.

See Note 6 for a full discussion of commitments, contingencies and other uncertainties.
 
 
6

 
 
Cash and Cash Equivalents

The Company considers all liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash depository accounts which at times, may exceed federally insured limits. The risk is managed by maintaining all deposits in high quality financial institutions. These amounts represent actual account balances held by the financial institution at the end of the period, and unlike the balance reported in the financial statements, the account balances do not reflect timing delays inherent in reconciling items such as outstanding checks and deposits in transit.
 
Inventory

Inventory is valued at the lower of cost or market using the first-in, first-out (FIFO) method.  Inventory consists of parts inventory, work in process (WIP), finished goods inventory, apparel inventory and manufacturing overhead associated with WIP and finished goods.

   
3/31/2014
   
12/31/2013
 
Parts
 
$
242,756
   
$
188,867
 
Work in process
   
60,193
     
82,515
 
Motorcycle finished goods
   
90,878
     
99,510
 
Trade In Models
   
30,000
     
-
 
Apparel inventory
   
13,150
     
3,639
 
Total Inventory
 
$
436,977
   
$
374,531
 

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation and includes expenditures that substantially increase the useful lives of existing property and equipment. Maintenance, repairs, and minor renovations are expensed as incurred. Upon sale or retirement of property and equipment, the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is included in the results of operations. The Company provides for depreciation of property and equipment using the straight-line method over the estimated useful lives or the term of the lease, as appropriate. The estimated useful lives are as follows: vehicles, 5 years; furniture and fixtures, 3 to 5 years; equipment, 3 to 5 years.

Revenue Recognition

Revenues from the sale of motorcycles and equipment are recognized when products are delivered or shipped. Advance payments from customers are typically required to secure the order and are shown as deferred revenue in the accompanying balance sheets and are non-refundable. The Company recognizes revenue from repair services in the same month the service is provided.  Cash payments received from customers prior to delivery of the motorcycle are recorded as deferred revenue on the balance sheet.  Deferred revenue was $827,638 at March 31, 2014 and $792,208 at December 31, 2013.

Earnings per Share

In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period.  Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The Company did not have any potential common stock equivalents at March 31, 2014 except $180,000 payable to officer which will be satisfied with 1,440,000 shares of stock.

 
7

 
 
Income Taxes

The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

Accounting guidance now codified as FASB ASC Topic 740-20, “Income Taxes – Intraperiod Tax Allocation,” clarifies the accounting for uncertainties in income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing guidance for the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. FASB ASC Topic 740-20 requires that any liability created for unrecognized tax benefits is disclosed. The application of FASB ASC Topic 740-20 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. The Company would recognize interest and penalties related to unrecognized tax benefits in income tax expense. At March 31, 2014, the Company did not record any liabilities for uncertain tax positions.
 
Advertising Costs

Advertising costs relate to the Company’s efforts to promote its products and brands.  Advertising is expensed as incurred.  For the quarters ended March 31, 2014 and 2013, advertising expense was $2,319 and $10,342 respectively.

Research and Development Costs

Expenditures for research activities relating to product development and improvement are charged against income as incurred and included within operating expenses in the accompanying statements of operations. Research and development (R&D) costs totaled $50,068 and $23,163 for the quarters ended March 31, 2014 and 2013, respectively.

Shipping and Handling Costs

The Company records shipping and handling costs billed to the customer and shipping and handling expenses in cost of sales.

Fair Value Measurements

We have categorized our assets and liabilities recorded at fair value based upon the fair value hierarchy specified by GAAP.

The levels of fair value hierarchy are as follows:

 
·
Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access;

 
·
Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and

 
·
Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, we categorize such financial asset or liability based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

 
8

 
 
Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category may include changes in fair value that were attributable to both observable and unobservable inputs.
 
There are no fair value measurements as of March 31, 2014.

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.  The results of these reclassifications did not materially affect financial position, results of operations or cash flows. 
 
NOTE 2 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of:

   
March 31,
   
December 31,
 
   
2014
   
2013
 
Vehicles
 
$
36,628
   
$
36,628
 
Furniture and fixtures
   
11,734
     
11,734
 
Equipment
   
80,434
     
80,434
 
Leasehold improvements
   
36,492
     
25,273
 
     
165,288
     
154,069
 
Less accumulated depreciation
   
(126,963
)
   
(126,619
)
   
$
38,325
   
$
27,450
 
 
NOTE 3 – CAPITAL LEASES

The capitalized cost and accumulated depreciation of the computers and equipment under capital lease totaled $80,434  and $78,600 (net) respectively, at March 31, 2014.

At March 31, 2014, future minimum payments due under the capital lease agreements are as follows:

Future minimum lease payments
 
$
-
 
Less amount representing interest
   
-
 
Present value of minimum lease payments
   
-
 
Less current portion
   
-
 
Long-term capital leases
 
$
-
 
 
NOTE 4 – STOCKHOLDERS’ EQUITY

Sale of Common Stock
 
In July 2012, the Company raised $41,000 through the sale of 100,000 shares of common stock to accredited investors.

In December 2012, the Company raised $50,000 through the sale of 116,279 shares of common stock to an accredited investor

In January 2013, the Company converted a payable of $50,000 to 116,279 shares of common stock to an accredited investor.
 
 
9

 

On May 31, 2013, the Company completed a prior nonpublic offering of its common stock commenced on or about February 22, 2013.  The Company received subscriptions from three investors, including H. Matthew Chambers, our Chief Executive Officer and a director, for $810,000 representing a total of 3,240,000 shares issuable at the original offering price of $0.25 per share.  On July 25, 2013, the Board retroactively reduced the purchase price in this offering to $0.125 per share for a total of 6,480,000 shares.  As of the date of this report, the Company had received subscription payments of $486,762, with a balance of $113,238 remaining unpaid.  The balance of the subscription amounts is currently due and payable.  The Company has paid $180,000 towards Mr. Chambers’ stock option, to clear a portion of his unpaid wages. As of the date of this report the entire $210,000 has been paid and will be reflected on the next report. Mr. Chambers’ funds are held in the Payable to be settled in stock – Officer account.

On July 31, 2013, the Company offered for sale 6,234,412 shares of Common Stock at $0.1604 per share.  As of the date of this report, the Company has received a subscription commitment for 6,234,412 shares. In February 2014, the Company received $500,000 and issued 3,117,206 shares. The remaining 50% shall be paid to the Company on a future date mutually agreed by the investor and the Company.

Warrants
 
During the year ended December 31, 2009, the Company issued 105,000 stock purchase warrants to purchase the Company’s common stock at an exercise price of $1.50 with an exercise term of five years. The Company valued these warrants utilizing a Black-Scholes option pricing model utilizing the following assumptions: fair market value per share -$1.50, exercise price -$1.50, expected volatility -115%, risk free interest rate -1.73%. The fair value of $127,050 was recorded to additional paid-in capital.
 
The following is a summary of the Company’s warrant activity:
 
  
 
 
Warrants
   
Weighted Average
Exercise Price
 
             
Exercisable – December 31, 2011
   
105,000
   
$
1.50
 
Granted
   
-
   
$
-
 
Exercised
   
-
     
-
 
Forfeited
   
-
     
-
 
Outstanding – March 31, 2012
   
105,000
   
$
1.50
 
Exercisable –  March 31, 2012
   
105,000
   
$
1.50
 
Granted
   
-
     
  -
 
Exercised
   
-
     
-
 
Forfeited
   
-
     
-
 
Outstanding – June 30, 2012
   
105,000
   
$
1.50
 
Exercisable –  June 30, 2012
   
105,000
   
$
1.50
 
Granted
   
-
     
-
 
Exercised
   
-
     
-
 
Forfeited
   
-
     
-
 
Outstanding – September 30, 2012
   
105,000
   
$
1.50
 
Exercisable –  September 30, 2012
   
105,000
   
$
1.50
 
Granted
   
-
     
-
 
Exercised
   
-
     
-
 
Forfeited
   
-
     
-
 
Outstanding – December 31, 2012
   
105,000
   
$
1.50
 
Exercisable –  December 31, 2012
   
105,000
   
$
1.50
 
Granted
   
-
   
$
-
 
Exercised
   
-
     
-
 
Forfeited
   
-
     
-
 
Outstanding – March 31, 2013
   
105,000
   
$
1.50
 
Exercisable –  March 31, 2013
   
105,000
   
$
1.50
 
Granted
   
-
     
  -
 
Exercised
   
-
     
-
 
Forfeited
   
-
     
-
 
Outstanding – June 30, 2013
   
105,000
   
$
1.50
 
Exercisable –  June 30, 2013
   
105,000
   
$
1.50
 
Granted
   
-
     
-
 
Exercised
   
-
     
-
 
Forfeited
   
-
     
-
 
Outstanding – September 30, 2013
   
105,000
   
$
1.50
 
Exercisable –  September 30, 2013
   
105,000
   
$
1.50
 
Granted
   
-
     
-
 
Exercised
   
-
     
-
 
Forfeited
   
-
     
-
 
Outstanding – December 31, 2013
   
105,000
   
$
1.50
 
Exercisable –  December 31, 2013
   
105,000
   
$
1.50
 
Granted
   
-
     
-
 
Exercised
   
-
     
-
 
Forfeited
   
(105,000
   
1.50
 
Outstanding – March 31, 2014
   
-
   
$
-
 
Exercisable –  March 31, 2014
   
-
   
$
-
 
 
 
10

 
 
Warrants Outstanding  
Warrants Exercisable
 
Range of
Exercise Price
 
Number
Outstanding
 
Weighted Average
Remaining Contractual
Life (in Years)
 
Weighted Average
Exercise Price
 
Number
Exercisable
 
Weighted Average
Exercise Price
 
$
1.50
 
0
 
0.0 years
 
$
1.50
   
0
 
$
1.50
 
 
At March 31, 2014 and December 31, 2013, the total intrinsic value of warrants outstanding and exercisable was $0 and $0, respectively. The exercise period has expired.
 
Stock Options

All stock options have expired.
 
Registration Rights Penalty

In connection with the issuance of common stock and convertible debt, which converted into common stock in 2009, the equity holders were entitled to liquidated damages, which provide for a payment in cash equal to a maximum of 10% of the total offering price for all equity proceeds raised.  The convertible note holders were entitled to liquidated damages which provide for a payment in cash equal to a maximum of 15% of the total offering price for all equity proceeds raised. The Company was required to file an S-1 registration statement 120 days after the offering closed.  The closing date of the offering was February 12, 2009; therefore, the 120th day was June 12, 2009.  Furthermore, the Company was required to have the S-1 registration declared effective within 150 days (July 12, 2009). The Company never filed a registration statement.  In 2012, the Company entered into a settlement agreement with a shareholder for cash in exchange for shares, which reduced the equity subject to registration rights penalty. See Note 6 for disclosure of the settlement agreement.
 
Liquidated damages are as follows:

Equity subject to registration rights penalty
 
$
1,417,500
 
Maximum penalty
   
10
%
Convertible debt subject to registration rights penalty
 
$
225,000
 
Maximum penalty
   
15
%
Registration Rights Penalty
 
$
175,500
 
 
 
11

 
 
NOTE 5 – RELATED PARTY TRANSACTIONS

Pamela Miller (life partner of Matthew Chambers, Chairman, CEO), handles patent and trade name filings/renewals and administrative support for the Company.  There is no formal contract between the Company and Pamela Miller.  Her compensation was $13,000 and $3,000 for the quarters ended March 31, 2014 and 2013, respectively. Additionally, Pamela Miller is the guarantor for the majority of the loans and leases, vendor open accounts and the corporate credit card.

Confederate Motors purchased shares in the amount of $180,000 for H. Matthew Chambers. This purchase was in lieu of salary and wages owed him in 2012 and 2013. See Note 4.

The term sheet dated July 31, 2013 specifies: Confederate Motors will issue $236,250 in shares for H. Matthew Chambers for unpaid salary once the second half of the July 31, 2013 offering is complete. These are unpaid wages from 2009, 2010, and 2011. See Note 4 and Note 6.

NOTE 6 – COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES

Contingencies and Uncertainties
 
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. With the exception of the lawsuit discussed in more detail below, the Company is currently not aware of any such legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

We have one legal action – Confederate Motors, Inc. v. Francois-Xavier Terny, et al.
 
On November 26, 2012, the Company entered into a Mutual Settlement Agreement & General Release (the “Settlement Agreement”) with Francois Xavier Terny.  The purpose of the Settlement Agreement was to settle the outstanding dispute and settle all claims between the parties.  Under the Settlement Agreement, the Company agreed to make scheduled payments to Mr. Terny totaling $350,000 in exchange for 805,000 shares held by Mr. Terny.  The Company agreed to pay Mr. Terny $50,000 upon the execution of the Settlement Agreement.  An additional $25,000 was paid to Mr. Terny on or before December 31, 2012 and the final payment of $275,000 was required to be paid on or before September 30, 2013. On April 4, 2013, counsel for Francois-Xavier Terny filed a stipulated judgment in connection with the final payment under the Mutual Settlement Agreement & General Release between the Company and Mr. Terny.  Management believes the judgment may be defective and is seeking legal clarification concerning same.

A payment of $275,000 on the settlement with Francois Xavier Terny was due on September 30, 2013. The Company paid $50,000 to Mr. Terny’s designee on July 17, 2013 and $25,000 to Mr. Terny’s designee on November 25, 2013.  As of the date of this report the Company still has a balance due of $200,000 recorded in the books.

The Company’s basis in the treasury shares is $313,950.  The Company used the market value on November 26, 2012, the date of settlement, to value the shares.

On August 3, 2013, the Board of Directors resolved that following receipt of equity financing of at least $1,000,000 pursuant to the private offering initiated in July 2013 or upon collection of the remaining subscriptions from the private offering initiated in May 2013, the Company will issue up to 3,742,000 shares of common stock at a value of $0.125 per share as follows: 1,890,000 shares to Mr. Chambers as satisfaction in full, including interest and penalties, for 75% of the unpaid salary and bonus for each of 2009, 2010, and 2011; and 2013 bonuses to the directors payable under the 2008 Incentive Plan on January 1, 2014, as follows: 768,000 shares to Paolo Chiaia and 384,000 shares for Patrick Aisher.  The 1,890,000 shares at $.125 equate to $236,250.

 
12

 
 
The employment agreement dated February 15, 2012, with Mr. Chambers was amended to extend the term of the employment for an additional two years.  As a bonus for extending the term of the employment agreement Mr. Chambers will be issued 200,000 fully-vested shares pursuant to the Company’s 2008 Incentive Plan, provided that the Company receives equity financing of at least $1,000,000 pursuant to the July 2013 private offering or upon collection of the remaining subscriptions for the May 2013 private offering.

Operating Lease

The Company has engaged a lease for a 24,179 square foot office and warehouse located in Birmingham, Alabama. The lease was executed on October 21, 2013 with commencement on November 1, 2013. The Company sub-leased the premises for the term of ten years with the option of an additional ten years provided 180 days prior written notice is given. The monthly base rental is $7,059.67 for the first year with a 2% increase each year after. The Company prepaid the December 2013 rent and the security deposit; equal to the first month’s rent. The lessor waived the November 2013 rent as an incentive to enter into the lease.

Rent expense under the new operating lease totaled $21,179 for the quarter ended March 31, 2014 and $14,938 for the quarter ended March 31, 2013. Future minimum payments due under the operating lease agreements are as follows:
 
April 1 through March 31, 2015
    $ 85,563  
               
Future minimum lease payments
             
   
April - March
         
    2015-2016     $ 87,724  
    2016-2017     $ 89,020  
    2017-2018     $ 90,800  
    2018-2019     $ 92,616  
    2019-2020     $ 94,469  
   
Remaining
    $ 354,122  
   
Total
    $ 894,314  
       
 
NOTE 7 – RECENT ACCOUNTING PRONOUNCEMENTS
 
Various ASU’s up through ASU No. 2014-08 that contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
 
NOTE 8 – 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 period. Diluted earnings (loss) per share is computed giving effect to all potential dilutive common stock, including common stock options and common stock warrants. The common stock warrants and common stock options were not included in the computation of the per share loss for the current periods because the effect would be anti-dilutive. These items could be dilutive in the future.

 
13

 
 
NOTE 9 – NOTE RECEIVABLE

On September 27, 2012, the Company sold the design and manufacturing rights to the discontinued Fighter model to a third party for $100,000. The full asset purchase price was recorded as other income.  In conjunction with the sale, an initial payment of $25,000 was received and a promissory note for the balance was issued.  The term of the promissory note is one year with an interest rate of 7%  The promissory note calls for two installment payments of $12,500 each and a final payment of $50,000 due on September 30, 2013.

As of the date of this report two installments have been received, through prepayment credits and certified funds, and no interest has been paid.  As of March 31, 2014, interest has accrued an additional $400. Accumulated fees for 2014 are $1,500.

The current amount due is $12,124.

NOTE 10 – CONCENTRATION OF CREDIT RISK

At March 31, 2014, the Company had monies in bank accounts exceeding the federally insured limits.  The Federal Deposit Insurance Corporation (FDIC) insures deposit account balances to at least $250,000 per insured bank. 
 
NOTE 11 – GOING CONCERN

As shown in the accompanying financial statements, the Company had an accumulated deficit incurred through March 31, 2014, which raises substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

The Company will need significant funding to continue operations and increase development through the next fiscal year.  The timing and amount of capital requirements will depend on a number of factors, including demand for products and services and the availability of opportunities for expansion through affiliations and other business relationships.  Management intends to continue to seek new capital from equity securities issuances to provide funds needed to increase liquidity, fund internal growth, and fully implement its business plan.

If the going concern assumption were not appropriate for these consolidated financial statements, then adjustments would be necessary to the carrying values of the assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used.

NOTE 12 – SUBSEQUENT EVENTS
 
On April 15, 2014 the Company paid the $30,000 balance for Matt Chambers’ shares in lieu of salary. See Note 5.
 
 
14

 
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report contains forward-looking statements. The forward-looking statements are contained principally in, but not limited to, the section entitled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.” Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “ongoing,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Our actual results could differ materially from those anticipated in forward-looking statements for many reasons. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this report.
 
Unless required by law, we undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this report or to reflect the occurrence of unanticipated events.  You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this report.

Management cautions that these statements are qualified by their terms and/or important factors, many of which are outside of our control, and involve a number of risks, uncertainties and other factors that could cause actual results and events to differ materially from the statements made, including, but not limited to, the following:
 
actual or anticipated fluctuations in our quarterly and annual operating results;
decreased demand for our products resulting from changes in consumer preferences;
product and services announcements by us or our competitors;
loss of any of our key executives;
regulatory announcements, proceedings, or changes;
competitive product developments;
intellectual property and legal developments;
mergers or strategic alliances in the motorcycle industry;
any business combination we may propose or complete;
any financing transactions we may propose or complete; or
broader industry and market trends unrelated to our performance.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

The Company’s ability to meet the targets and expectations noted depends upon, among other factors, the Company’s ability to (i) continue to realize production efficiencies and manage operating costs including materials, labor and overhead; (ii) manage production capacity and production changes; (iii) manage supply chain issues; (iv) provide products, services and experiences that are successful in the marketplace; (v) develop and implement sales and marketing plans that retain existing retail customers and attract new retail customers in an increasingly competitive marketplace; (vi) continue to develop the capabilities of its distributor network; (vii) manage changes and prepare for requirements in legislative and regulatory environments for its products, services and operations; (viii) manage access to reliable sources of capital and adjust to fluctuations in the cost of capital; (ix) anticipate consumer confidence in the economy; (x) retain and attract talented employees; and (xi) detect any issues with our motorcycles or manufacturing processes to avoid delays in new model launches, increased warranty costs or litigation.
 
The Company’s ability to sell its motorcycles and related products and services and to meet its financial expectations also depends on the ability of the Company’s independent distributors to sell its motorcycles and related products and services to retail customers. The Company depends on the capability and financial capacity of its independent distributors to develop and implement effective retail sales plans to create demand for the motorcycles and related products and services they purchase from the Company.
 
In addition, the Company’s independent distributors may experience difficulties in operating their businesses and selling our products.
 
Throughout this report, unless otherwise designated, the terms “we,” “us,” “our,” “the Company”, “CM” and “our company” refer to Confederate Motors, Inc., a Delaware corporation.
 
 
15

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

We produce premium, heavyweight (651+cc) motorcycles. The Company currently manufactures the third generation Hellcat (“X132”).  Beginning in July 2014, it is anticipated that the Company will produce the fourth generation Hellcat followed by the P-51 Fighter. 

Overview and Outlook
 
Net revenue for the quarterly period ended March 31, 2014 was $349,474 compared to $417,987 for the quarterly period ended March 31, 2013. Net revenue is lower primarily because the Company was not able to fund inventory growth. Net loss for the quarter ended March 31, 2014 was $7,592 compared to a net loss of $59,347 for the quarter ended March 31, 2013. Net loss was lower due to increased production efficiency and decreased selling, general and administrative (SG and A) expenses.
 
Cash flow from operating activities was $(205,529) for the three months ended March 31, 2014 compared to $(99,241) for the three months ended March 31, 2013. Net cash flow required by investing activities was $11,220 and $0 for the three months ended March 31, 2014 and 2013, respectively. Net cash flow from financing activities was $500,000 and $(6,080) for the three months ended March 31, 2014 and 2013, respectively.
 
We believe that the near-term global economic environment is improving for our business. We are optimistic about the Company’s long-term business prospects and plans to continue to expand production and global distribution. The operational focus for the first quarter 2014 was spent on growing inventory.

Cost of Goods Sold

Cost of goods sold was $189,364 for the quarterly period ended March 31, 2014 compared to $203,205 for the quarterly period ended March 31, 2013.  Cost of goods sold was lower mainly due to decreased production of motorcycles. 

Gross Profit

Gross profit was $160,110 for the quarterly period ended March 31, 2014, compared to $214,782 for the quarterly period ended March 31, 2013. Gross profit as a percentage of revenue was 46% and 51% for the quarterly periods ended March 31, 2014 and 2013, respectively.  Gross profit was lower due to lower production on the remaining X132 Hellcat models. 
 
Operating Expenses

Selling, General and Administrative Expenses
 
SG and A expenses were $184,499 for the quarterly period ended March 31, 2014, compared to $250,682 in 2013.

Research and Development Costs

Research and development costs are expensed as incurred and are included in operating expenses in the accompanying statements of operations. Research and development costs totaled $50,068 and $23,163 for the quarters ended March 31, 2014 and 2013, respectively.
 
Results of Operations for the quarter ended March 31, 2014 compared to the quarter ended March 31, 2013
 
   
Quarter ended
 
   
March 31,
   
March 31,
 
(in whole dollars)
 
2014
   
2013
 
Revenue from motorcycles & related products
 
$
349,474
   
$
417,987
 
Gross Profit
 
$
160,110
   
$
214,782
 
Operating Expense
 
$
234,567
   
$
273,845
 
Other Income (Expense)
 
$
66,865
   
$
(284
)
Net Income (Loss)
 
$
(7,592
)
 
$
(59,347
Earnings (Loss) per Share
 
(0.00
)
 
(0.00
 
 
16

 
 
Plan of Operation
 
Strengthen our Position in our Core Market
 
We intend to strengthen and grow our niche position in our target market of high net worth customers.  To this end we are introducing the Hellcat Speedster, which management believes is tougher, stronger, lighter and more efficient than our previous designs.

We intend to develop and introduce new products to appeal to the changing needs of our target clients and to bring new clients to the Confederate brand.  We believe we can expand our traditional market niche by combining hot rod street credibility, avant-garde American design and quality hand craftsmanship.  We believe that the aesthetics of our new third generation architecture simplified to a slightly more conventional level will both solidify and grow our present target audience and open our Confederate brand to high net worth individuals.

Strengthen our Distribution Network

We believe our U.S. sales deployment strategy will create the most proximate relationship between our target client and our Confederate team.  We plan to open a small servicing center, retail environment, and design boutique in a large metropolitan market but no definitive plans have been made.  This facility will serve as a template for expansion as demand for our motorcycles increases.

Develop our Internet Business

As our current and only web presence, www.confederate.com, encompasses a wealth of information on our brand and products.  Activity on our website has increased from approximately 14,000 unique visitors per month in 2005 to approximately 22,746 per month in 2013.  Management believes these statistics point to an improvement in quality and relevance of referrals to our site.  Going forward, our plan is to spread and better organize and classify information about our products and brand by separating information across a total of three web presences, in order to pull in more web traffic and widen our sales demographic.  The goal of this diversification is not just intended to increase motorcycle sales but specifically to create an entirely new revenue stream in apparel, parts, and accessory sales.

We anticipate that www.confederate.com will be a more streamlined and informative site where the motorcycle consumer will be able to review specs, details, and product photos.  This site will be intended to serve as a “nuts and bolts” information source on Confederate motorcycles.

Marketing Activities and Brand Development

We believe the Confederate motorcycle brand is perceived to be one of the most authentic in the motoring industry.  This belief is predicated upon the absolute consistency of the brand message since its launch in the December issue of Motorcyclist Magazine in 1993.  The brand exists to communicate a cerebral and spiritual rebel initiative inspired by fierce American pure objective individuality through the creation of uncompromised handcrafted motoring works of art.

The Company is also utilizing social media sites such as Facebook, Twitter, and Instagram to keep current and potential customers up to date with company events or promotions as well as share some of the day to day workings and current philosophies.

Media

We do not invest substantially in paid advertising.  We believe that our motorcycles are aspirational products that create a significant demand “pull”.  The primary source of publicity comes from articles written about Confederate in a broad range of motorcycle publications and the luxury goods press.  Articles and broadcast segments featuring Confederate have appeared in The Wall Street Journal, Forbes, The New York Times, Fast Company, The Robb Report, The Men’s Journal, DuPont Registry, GQ, Maxim, Popular Science, Ralph Lauren Magazine, I.D.(which deemed the Wraith the “Worlds Sexiest Motorcycle”) and have recently been featured in the Discovery Network’s series “World’s Most Expensive Rides”.  In addition, management believes that Confederate enthusiasts, including Hollywood celebrities, music stars and international athletes add to the overall brand exposure.
 
 
17

 

Manufacturing and Suppliers

Our manufacturing operations consist of in-house production of certain components and parts, assembly of motorcycle components and conducting quality control of finished motorcycles.  Certain motorcycle components specific to our bikes are outsourced for production to our specifications to various vendors, including engines, machined frame components, transmission gears, belt drives, fenders, fuel tanks and seats.  Other key components are purchased off-the-shelf from various independent suppliers mostly located in the United States, including brake and suspension systems, drive belts, ignition starters, wheels, tires, lights and batteries.  Components manufactured by us in-house include welded motorcycle frames and exhausts.

We have designed our quality control procedures and standards to include inspection of incoming components and adherence to specific work-in-process standards during motorcycle assembly. Finished motorcycles are subjected to performance testing under running conditions and to final quality inspection.
 
Liquidity and Capital Resources
 
At March 31, 2014, we had cash of $286,364.
 
To the extent we are successful in rolling out our product line and increasing demand for our motorcycles, we plan to use our working capital to fund continued operations.  Our opinion concerning our liquidity is based on current information. If this information proves to be inaccurate, or if circumstances change, we may not be able to meet our liquidity needs.
 
As disclosed in Note 11 of our financial statements, management has evaluated our ability to continue as a going concern.  The following considerations suggest that we will continue in business for the foreseeable future.  We have minimal debt obligations, except as set forth below, and we are currently not engaged in any discussions that could result in additional borrowings.

At March 31, 2014, we owed a remaining balance of $200,000 in the Settlement Agreement with Mr. Terny. Although delinquent, we have received no demand for payment and we continue to make payments as funding becomes available.

At March 31, 2014, we had a remaining registration rights’ liability of $175,500.  We have received no demands for repayment of this penalty.  In the event demands for payment are made in the future, management intends to seek a negotiated settlement with the holders of the penalty rights and to satisfy the obligation through the issuance of equity shares or an installment payment plan from operating revenues or equity offerings.

At March 31, 2014, the Company maintained a backlog of orders represented by deferred revenue totaling $827,638. This account is a revolving account with funding added as new orders are placed and relieved to revenue as motorcycles are shipped.  As of May 15, 2014, the Company has the needed inventory to begin relieving these funds as revenue.

We have a significant backlog of orders.  As of the date of this report we had 35 orders which represented four months of production and approximately $1.7 million in gross revenue.  Assuming our average gross profit margin of 30%, we would earn $510,000 in gross profit. Management projects an additional 50 to 100 orders with the unveiling of the C4 Hellcat and the Limited Edition Pierre Tereblanche P-51 Fighter at the 2014 year end. The required inventory has been ordered and backlog production is scheduled to begin on or before July, 2014.

Additionally, management is planning diligently in an effort to begin producing two bikes per week beginning in July 2014. We expect to produce up to 65 motorcycles this year which would represent approximately $1.5 million in gross profit. All inventory items needed have been ordered and are expected in house by mid-June 2014.
 
 
18

 

Recent Accounting Pronouncements
 
Various ASU’s up through ASU No. 2014-08 that contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

Critical Accounting Policies
 
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates. We continue to monitor significant estimates made during the preparation of our financial statements.
 
Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would affect consolidated results of operations, financial position or liquidity for the periods presented in this report.
 
Significant amounts of our shares of common stock have been issued as payment to employees and non-employees for services. These are non-cash transactions that require management to make judgments related to the fair value of the shares issued, which affects the amounts reported in our consolidated financial statements for certain of our assets and expenses. For historic fiscal years when there was not an observable active, liquid market for our common stock, the valuation of the shares issued in a non-cash share payment transaction relies on observation of arms-length transactions where cash was received for our shares, before and after the non-cash share payment date.
 
Off-Balance Sheet Arrangements

None.
 
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
As a smaller reporting company, we have elected not to provide the disclosure required by this item.
 
ITEM 4.  CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures

Our principal executive officer, H. Matthew Chambers, and our principal financial officer, Jay Etheridge, have concluded, based on their evaluation, that our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company is currently undertaking measures including software upgrades and individual accountability to ensure timely and accurate reporting. 
 
 
19

 
 
Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
PART II - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

On May 20, 2014, the Board of Directors approved the execution of an Operating Agreement between the Company and Confederate Garage, LLC, a Louisiana limited liability company effective March 27, 2013.  As a result of the execution of the Operating Agreement, effective March 27, 2013, Confederate Garage, LLC became a wholly-owned operating subsidiary of the Company.

ITEM 6.  EXHIBITS
 
31.1
 
Rule 13a-14 Certification by Principal Executive Officer
     
31.2
 
Rule 13a-14 Certification by Chief Financial Officer
     
32.1
 
Section 1350 Certification of Principal Executive Officer
     
32.2
 
Section 1350 Certification of Chief Financial Officer
     
101.INS
 
XBRL Instance Document
     
101.SCH
 
XBRL Taxonomy Extension Schema Document
     
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
20

 
 
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.
 
 
CONFEDERATE MOTORS, INC.
 
     
Date:  May 20, 2014 
By:
 /s/ H. Matthew Chambers  
   
H. Matthew Chambers, CEO
Principal Executive Officer
 

Date:  May 20, 2014 
By:
 /s/ Jay Etheridge  
   
Jay Etheridge, Controller
Principal Financial Officer
 
 
 
 
21