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EX-31 - South Beach Spirits, Inc.ex31-1.txt
EX-32 - South Beach Spirits, Inc.ex32-1.txt

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                (Amendment No. 1)

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

                   For the quarterly period ended May 31, 2014

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

           For the transition period from ____________ to ____________

                         Commission File No. 333-187855


                                CME REALTY, INC.
        (Exact name of small business issuer as specified in its charter)

            Nevada                                               46-2084743
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation Or organization)                              Identification No.)

          10300 W. Charleston Blvd., Suite 213, Las Vegas, Nevada 89135
                    (Address of Principal Executive Offices)

                                 (702) 683-3334
                           (Issuer's telephone number)

      (Former name, address and fiscal year, if changed since last report)

Check whether the issuer (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 [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [X] NO [ ]

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

[ ] Large accelerated filer                        [ ] Accelerated filer

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common
equity, as of May 7, 2014: 14,000,000 shares of common stock.

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

Transitional Small Business Disclosure Format (Check One) YES [ ] NO [X]

PART I - FINANCIAL INFORMATION Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitative and Qualitative Disclosures About Market Risk 12 Item 4. Control and Procedures 12 PART II - OTHER INFORMATION Item 1. Legal Proceedings 13 Item 1A. Risk Factors 13 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13 Item 3. Defaults Upon Senior Securities 13 Item 4. Mine Safety Disclosures 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 SIGNATURE 14 2
ITEM 1. FINANCIAL STATEMENTS CME REALTY, INC. Financial Statements Page ---- FINANCIAL STATEMENTS: Condensed Balance Sheets, May 31, 2014 (unaudited) and February 28, 2014 (audited) 4 Condensed Statements of Operations (unaudited), for the three month period ended May 31, 2014, the three month period ended May 31, 201, and for the period August 10, 2012 (date of inception) to May 31, 2014 5 Condensed Statements of Changes in Stockholders' Equity (Deficit), for the period August 10, 2012 (date of inception) to May 31, 2014 (unaudited) 6 Condensed Statements of Cash Flows (unaudited), for the three months period ended May 31, 2014, the three month period ended May 31, 201, and for the period August 10, 2012 (date of inception) to May 31, 2014 7 Notes to Financial Statements (unaudited) 8 3
CME REALTY INC. (A Development Stage Company) CONDENSED BALANCE SHEETS May 31, 2014 February 28, 2014 ------------ ----------------- (unaudited) (audited) ASSETS CURRENT ASSETS Cash $ 5,343 $ 9,404 -------- -------- TOTAL CURRENT ASSETS $ 5,343 $ 9,404 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable and accrued liabilities $ 13,988 $ 13,551 Due to related party 6,060 6,060 -------- -------- TOTAL CURRENT LIABILITIES 20,048 19,611 -------- -------- STOCKHOLDERS' EQUITY (DEFICIT) Capital stock Authorized 75,000,000 shares of common stock, $0.001 par value, Issued and outstanding 14,000,000 and 14,000,000 shares at May 31, 2014 & February 28, 2014, respectively 14,000 14,000 Additional Paid in Capital 36,000 36,000 Deficit accumulated during the development stage (64,705) (60,207) -------- -------- TOTAL STOCKHOLDERS' EQUITY/(DEFICIT) (14,705) (10,207) -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) $ 5,343 $ 9,404 ======== ======== The auditors' report and accompanying notes are an integral part of these financial statements 4
CME REALTY INC. (A Development Stage Company) CONDENSED STATEMENTS OF OPERATIONS (Unaudited) 3 Months Ended 3 Months Ended May 31, 2014 May 31, 2013 ------------ ------------ REVENUE Revenues $ -- $ -- ------------ ------------ TOTAL REVENUES -- -- ------------ ------------ EXPENSES General & Administration 1,098 102 Professional Fees 3,400 6,610 ------------ ------------ TOTAL EXPENSES 4,498 6,712 ------------ ------------ Provision for Income Taxes -- -- ------------ ------------ NET LOSS $ (4,498) $ (6,712) ============ ============ BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.00) $ (0.00) ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 14,000,000 10,000,000 ============ ============ The auditors' report and accompanying notes are an integral part of these financial statements 5
CME REALTY INC. (A Development Stage Company) CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) From inception (August 10, 2012) to May 31, 2014 Deficit Common Stock accumulated ----------------------- Additional during the Number of Paid-In development shares Amount Capital stage Total ------ ------ ------- ----- ----- BALANCE, FEBRUARY 28, 2013 10,000,000 $10,000 $ -- $ (8,556) $ 1,444 Common Stock issued for cash at $0.01 per share on Jan 14, 2014 4,000,000 4,000 36,000 -- 40,000 Net loss for the year ended February 28, 2014 -- -- -- (51,651) (51,651) ---------- ------- ------- -------- -------- BALANCE, FEBRUARY 28, 2014 14,000,000 14,000 36,000 (60,207) (10,207) Net loss for the period ended May 31, 2014 (unaudited) -- -- -- (4,498) (4,498) ---------- ------- ------- -------- -------- BALANCE, MAY 31, 2014 14,000,000 $14,000 $36,000 $(64,705) $(14,705) ========== ======= ======= ======== ======== The auditors' report and accompanying notes are an integral part of these financial statements. 6
CME REALTY INC. (A Development Stage Company) CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended ------------------------------- May 31, 2014 May 31, 2013 ------------ ------------ OPERATING ACTIVITIES Net loss $ (4,498) $ (6,712) Adjustment to reconcile net loss to net cash used in operating activities: Increase (decrease) in A/P and accrued expenses 437 (1,095) -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES ((4,061) ((7,807) -------- -------- FINANCING ACTIVITIES Proceeds from sale of common stock -- -- Shareholder loan -- 5,060 -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES -- 5,060 -------- -------- NET INCREASE (DECREASE) IN CASH (4,061) (2,747) CASH, BEGINNING OF PERIOD 9,404 5,000 -------- -------- CASH, END OF PERIOD $ 5,343 $ 2,253 ======== ======== Supplemental cash flow information: Cash paid for: Interest Expense $ -- $ -- ======== ======== Income Taxes $ -- $ -- ======== ======== The auditors' report and accompanying notes are an integral part of these financial statements. 7
CME REALTY INC (A Development Stage Company) NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS May 31, 2014 NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION CME Realty, Inc. was formed in the state of Nevada on August 10, 2012 and its year-end is February 28. We are a development stage company with a principle business of real estate services for the residential market. We plan to hire a team of professionals that will individually specialize in each of our services. The services we initially plan to offer include listing and sales of residential properties, short sales and foreclosures. Our goal is to become a partner with our clients in the decision making process. We plan to provide all our professionals with the latest market knowledge utilizing demographic and mapping technology and micro and macro real estate statistics. NOTE 2 - GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period ended May 31, 2014, the Company had no operations. As of May 31, 2014 the Company had not emerged from the development stage. In view of these matters, the Company's ability to continue as a going concern is dependent upon the Company's ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. The sole officer/director has agreed to advance funds to the Company to meet its obligations at his discretion. NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's February 28, 2014 audited financial statements. The results of operations for the period ended May 31, 2014 and the same period last year are not necessarily indicative of the operating results for the full year. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The financial statements present the balance sheet, statement of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. 8
ADVERTISING Advertising costs are expensed as incurred. As of May 31, 2014 no advertising costs have been incurred. PROPERTY The Company does not own or rent any property. The office space is provided by the CEO at no charge. NET LOSS PER SHARE Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share. RECENT ACCOUNTING PRONOUNCEMENTS In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard. The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company's financial statement. NOTE 4 - RELATED PARTY As of May 31, 2014 and February 28, 2014, the President has loaned funds and paid expenses on behalf of the Company in the amounts of $6,060 and $6,060, respectively. The loans are payable on demand and carry no interest. NOTE 5 - CAPITAL STOCK The Company is authorized to issue an aggregate of 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. At both May 31, 2014 and February 28, 2014, 14,000,000 common shares are issued and outstanding. On February 21, 2013, the Company issued 5,000,000 Founder's shares at $0.001 per share (par value) for total cash of $5,000. On February 25, 2013, the Company issued 5,000,000 shares for services provided since inception. These shares were issued at par value ($0.001 per share) for services valued at $5,000. 9
On January 14, 2014, the Company issued 4,000,000 shares for cash to multiple investors, in accordance with their S-1 registration filing (closed). These shares were issued at $0.01 per share for total cash proceeds of $40,000. As of May 31, 2014, there are no warrants or options outstanding to acquire any additional shares of common stock of the Company. NOTE 7 - SUBSEQUENT EVENTS Management has evaluated subsequent events through the date of filing with the Securities and Exchange Commission, the date the financial statements were available to be issued. Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure. 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS NOTE REGARDING FORWARD LOOKING STATEMENTS. This quarterly report on Form 10-Q of CME Realty, Inc. for the period ended May 31, 2014 contains certain 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, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings. You should not rely on forward-looking statements in this quarterly report. This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as "anticipates," "believes," "plans," "expects," "future," "intends," and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by CME Realty, Inc. Financial information provided in this Form 10-Q, for periods subsequent to May 31, 2014, is preliminary and remains subject to audit. As such, this information is not final or complete, and remains subject to change, possibly materially. RESULTS OF OPERATIONS THE THREE MONTH PERIOD ENDED MAY 31, 2014 AND 2013 The Company did not have any operating income for quarter ended May 31, 2014 and 2013. For the period from inception, August 10, 2012 to the quarter ended May 31, 2014, the registrant recognized a net loss of $59,705. Operating expenses were comprised of costs mainly associated with legal, accounting and office. Currently our operating expenses are kept at minimal levels and primarily relate to expenses associated with our public filing requirements. We anticipate that these expenses would remain consistent until such time as we commence implementation of our business plan of operations. PLAN OF OPERATION We plan to complete our milestones as of our offering closing date of January 10, 2014: 0-3 MONTHS Management plans to complete due diligence and finalize the corporate planned structure. Securing a web domain and initiating a web presence are key factors in our start-up efforts. We have budgeted $1,000 in the Sales and Marketing line item in the "Use of Proceeds" section to secure a web domain and place an 11
initial deposit with a web designer. We have not yet identified a web designer for the development and implementation of our site, but we expect to complete our due diligence and place a deposit with a web designer within this timeframe. The Company has budgeted $2,000 as a deposit for Sales and Marketing material including brochures and flyers that we plan to initiate during this timeframe. We have budgeted $1,800 in Brokerage, Licensing, Dues, Fees and Insurance line item in the "Use of Proceeds" section for licenses, dues, fees and insurance associated with our start-up efforts and in an effort to gain a presence in the marketplace. The balance of the proceeds budgeted for this timeframe amounts to $250 is allocated for office supplies and recruitment efforts. The cost for the Company to keep in compliance is budgeted in the Accounting line item for $1,000. Our overall goal for this timeframe is to finalize our corporate planned structure. This includes finalizing the practices and procedures manual including industry competitive commission splits and incentives to attract talented and seasoned agents for each service sector. 4-6 MONTHS The Company plans to finalize the web site development and implementation at an additional cost of $1,000. This amount is allocated for in the Sales and Marketing line item in the "Use of Proceeds" section. The Company also plans to finalize the marketing and promotional material and we have budgeted $3,000 in the Sales and Marketing line item for this cost. Based on planned operations and a successful hiring campaign; the Company anticipates acquiring office space towards at the end of this quarter and we have budgeted $1,000 for this expense in the Rent line item of the "Use of Proceeds". Equipment purchases/leases are expected to cost $1,800 and is budgeted for in the "Use of Proceeds" section. During this period we expect to incur $1,000 in accounting and audit fees to remain in compliance with governmental and regulatory agencies. In addition, we have budgeted $750 in the Legal and Professional line item for any legal issues we may incur. We have budgeted $250 in the Office and Supplies line item for office supplies and recruitment efforts. In addition, we plan to further our efforts to hire experienced agents with five or more commercial real estate experience in the Las Vegas market. Our overall goal for this timeframe is to hire agents, finalize our marketing campaign, acquire office space, and prepare for full operations to start the beginning of next quarter. 7-9 MONTHS The Company plans to engage our marketing campaign to increase our exposure in the marketplace. We believe this campaign will support our agents' efforts to attract customers looking for homes and increase our share of listings. We have budgeted $2,500 in the Sales and Marketing line item in the "Use of Proceeds" section towards these efforts during this timeframe. Towards the end of this quarter, we plan to start generating revenue from our service. The company anticipates a delay in payment for services rendered and we have planned for this potential situation in advance. We have budgeted $1,500 in the Salaries/Contractors line item pay our employees/contractors. An amount of $500 is budgeted in the Sales and Marketing line item in the "Use of Proceeds" section for lunches and entertainment expenses related to nurturing additional relationships with banks and lending institutions. The Company has budgeted $250 in the Office and Supplies line item for office supplies and recruitment efforts. The Company has budgeted $3,000 toward rent for this timeframe. During this period we expect to incur $1,000 in accounting and audit fees to remain in compliance with governmental and regulatory agencies. Additional planned responsibilities include initiating the drafting of a two-year overall business plan utilizing a commissioned sales force. 10-12 MONTHS By the fourth quarter of operations, we hope to have a base of clients to sustain operations. During this timeframe, we plan to analyze our past nine months of operations including our web sites lead/revenue generating effectiveness. This review of our operations to date will allow the Company to 12
make the necessary adjustments and changes to further the growth of the Company. In addition, this review will provide valuable information for finalizing our two-year overall business plan with emphasis on expanding into other markets. The Company has budgeted $2,000 in the Sales and Marketing line item for continuing our marketing and promoting efforts. We have budgeted an additional $1,500 for Salaries/Contractors expenses. Rent is budgeted at $3,000 for the period and we have budged $250 in the Office and Supplies line item. During this period we expect to incur $3,200 in accounting and audit fees to remain in compliance with governmental and regulatory agencies. In addition, we have budgeted $750 in the Legal and Professional line item for any legal expense we may incur. LIQUIDITY AND CAPITAL RESOURCES The Company has financed its expenses and costs thus far through an equity investment and funding by one of its shareholders. CME Realty, Inc.'s received a Notice of Effectiveness on its filing Form S-1 from the Securities and Exchange Commission on October 2, 2013 to offer on a best-efforts basis 4,000,000 shares of its common stock at a fixed price of $0.01 per share. CME Realty, Inc. closed its offering on January 10, 2014 and raised $40,000 by placing 4,000,000 through its offering. Management has been successful in raising $40,000 in funds from its offering and which is budgeted to sustain operations for a twelve-month period. If we begin to generate profits, we will increase our marketing and sales activity accordingly. The Company as a whole may continue to operate at a loss for an indeterminate period thereafter, depending upon the performance of its business. In the process of carrying out its business plan, the Company will continue to identify new financial partners and investors. However, it may determine that it cannot raise sufficient capital in the future to support its business on acceptable terms, or at all. Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to the Company or at all. The company is authorized to issue 75,000,000 shares of common stock. OFF BALANCE SHEET ARRANGEMENTS We have no known demands or commitments and are not aware of any events or uncertainties as of July 14, 2014 that will result in or that are reasonably likely to materially increase or decrease our current liquidity. CRITICAL ACCOUNTING POLICIES We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our financial statements. While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material. For a full description of our critical accounting policies, please refer to Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2014 Annual Report on Form 10-K. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item. 13
ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES: The Company's Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15 (f) and 15d-15(f)) as of May 31, 2014, have concluded that as of such date the Company's disclosure controls and procedures are ineffective. Material weaknesses noted are lack of an audit committee, lack of a majority of outside directors on the board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and management is dominated by a single individual, without adequate compensating controls. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING: There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the three months ended May 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 1A. RISK FACTORS The Company is a smaller reporting company and is not required to provide this information. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002 31.2 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 101 Interactive Data files pursuant to Regulation S-T (b) Reports on Form 8-K None. 14
SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CME REALTY, INC. Date: July 16, 2014 /s/ Carlos Espinosa ----------------------------------- Carlos Espinosa President, Chief Executive Officer, Secretary, Chief Financial Officer, Treasurer, Director 1