U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 333-121787

HPIL HOLDING

(Exact name of registrant as specified in its charter)

7075 Gratiot Road, Suite One, Saginaw, MI 48609

(Address of principal executive offices)

(248) 750-1015

(Registrant’s telephone number, including area code)

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 registrant 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 website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x  No ¨ 

Check 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. (Check one):

Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨    No  x 

As of November 19, 2014, there were 56,896,000 shares of common stock, par value $0.0001, issued and outstanding.

HPIL HOLDING

FORM 10-Q

INDEX

(i)

PART I---FINANCIAL INFORMATION

Item 1. Financial Statements.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Operations

HPIL HOLDING and Subsidiaries (referred to in this report as “HPIL”, the “Company”, “us”, “our” or “we”) (formerly Trim Holding Group) was incorporated on February 17, 2004 in the state of Delaware under the name TNT Designs, Inc. A substantial part of the Company’s activities were involved in developing a business plan to market and distribute fashion products.

On June 16, 2009, the majority interest in the Company was purchased in a private agreement by Mr. Louis Bertoli, an individual, with the objective to acquire and/or merge with other businesses.

On October 7, 2009, the Company merged with and into Trim Nevada, Inc., which became the surviving corporation. The merger did not result in any change in the Company’s management, assets, liabilities, net worth or location of principal executive offices. However, this merger changed the legal domicile of the Company from Delaware to Nevada where Trim Nevada, Inc. was incorporated. Each outstanding share of TNT Designs, Inc. was automatically converted into one share of the common stock of Trim Nevada, Inc. Pursuant to the merger, the Company changed its name from TNT Designs, Inc. to Trim Holding Group and announced the change in the Company’s business focus to health care and environmental quality sectors. Afterwards the Company determined it no longer needed its inactive subsidiaries, and as such, all three subsidiaries were dissolved.

On May 21, 2012, the Company changed its name to HPIL HOLDING.

As of September 30, 2014, the Company has commenced limited operations but has yet to reach full operations. Expenses incurred from February 17, 2004 (date of inception) through September 30, 2014 relate to the Company’s formation and general administrative activities. In the course of its start-up activities, the Company has sustained operating losses and expects to incur operating losses in 2014 and for the foreseeable future. The Company has generated a limited amount of revenue and has not achieved profitable operations or positive cash flows from operations. The report of the Company’s independent registered accounting firm on the Company’s consolidated financial statements as of and for the year ended December 31, 2013 included in the Company’s Form 10-K filed April 15, 2014, contained an emphasis of a matter paragraph stating that these factors and uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s auditors have not issued a report on the Company’s financial statements for any period after December 31, 2013. During 2014, the Company entered into a consulting agreement to provide consulting for a two year period beginning June 10, 2014 for $30,000 monthly and raised $350,000 in capital from the sale of preferred stock. The Company believes there is no longer a substantial doubt about its ability to continue as a going concern through at least September 30, 2015. The Company will continue targeting sources of additional financing to provide continuation of its operations, and the Company’s majority stockholder has indicated his ability to provide financial support to the Company, should it be necessary.  

HPIL HOLDING’s intends that its main activity will be in the business of investing in differing business sectors and has also entered into a consulting agreement to provide consulting services over the next two years.

To begin the implementation of the business plan, on September 10, 2012, Company organized six new subsidiary companies. Each of these subsidiary companies is wholly (100%) owned by the Company. The names of the new subsidiary companies were HPIL HEALTHCARE Inc., HPIL ENERGYTECH Inc., HPIL WORLDFOOD Inc., HPIL REAL ESTATE Inc., HPIL GLOBALCOM Inc. and HPIL ART&CULTURE Inc. These companies have been organized to implement the various growth strategies of the Company. HPIL HEALTHCARE Inc. has been organized to facilitate investments in the health care sector. HPIL ENERGYTECH Inc. has been organized to facilitate investments in the energy sector. HPIL WORLDFOOD Inc. has been organized to facilitate investments in the food sector. HPIL REAL ESTATE Inc. has been organized to facilitate investments in the real estate sector. HPIL GLOBALCOM Inc. has been organized to facilitate investments in the communication sector and HPIL ART&CULTURE Inc. has been organized to facilitate investments in the art and culture sector. We intend to make such investments in the United States and worldwide if adequate candidates can be identified. A concentration of the Company has become the development of the IFLOR Business to produce a “Massage Vibrator for the Relief of Aches and Pain” product through our subsidiary, HPIL HEALTHCARE Inc.  We are in the planning stages of our marketing efforts and hope to generate interest in the product through existing strategic cooperation agreements and other consumer outreach and feedback.  The Company began design and molding of the product during 2013.

We recently executed a Product Reseller Agreement (the “October Agreement”) pursuant to which we will supply a total of 1,500,000 units of the IFLOR Stimulating Massage Device - Standard Version over a three (3) year period beginning in January of 2017 (as described in Note 8).  To meet the initial orders expected under the aforementioned October Agreement, we believe it will be necessary to commence production of the IFLOR Stimulating Massage Device – Standard Version  no later than the second quarter of 2016.  Over the next approximately two (2) years, we plan to finalize the IFLOR Stimulating Massage Device - Standard Version model that will be sold under the October Agreement and present samples to the purchaser for final approval prior to manufacturing.

Despite the execution of the October Agreement, we intend to continue to develop potential customer relationships and anticipate pursuing additional potential customer orders for the IFLOR Stimulating Massage Device throughout 2014 and 2015.  In addition, we plan to continue our evaluations of the results of our past marketing efforts, anticipated demand for the IFLOR Stimulating Massage Device and strategic production efficiencies to meet projected demand.  We plan to continue these evaluations throughout 2014 and 2015 parallel with continuing to finalize production details related to the October Agreement.  Based on early indications of these evaluations and the expected orders pursuant to the October Agreement, we continue to develop an estimation of our target production needs for the IFLOR Stimulating Massage Device.  As of the date of this Quarterly Report, our production capacity remains insufficient to meet the currently anticipated target production needs, related to the October Agreement and otherwise expected.  Throughout the remainder of 2014 and 2015, we plan to continue developing our production plans accordingly, including the potential engagement of additional manufacturers, evaluation of potential first party manufacturing capabilities, and the production of additional molds to increase production capacity in line with projected needs.

The accompanying Condensed Consolidated Financial Statements (the “Financial Statements”) have been prepared by management in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting principally of normal recurring adjustments, considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from these estimates. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2013, included in our Annual Report on Form 10-K filed with the SEC on April 15, 2014. Additionally, our operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results that can be expected for the year ending December 31, 2014 or for any other period.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

Investment in Unconsolidated Affiliate

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The Company uses MB Ingenia SRL for various corporate business services, including technical support and engineering services related to the IFLOR and use of office space by Mr. Bertoli.  For the nine months ended September 30, 2014 and 2013, the Company incurred expenses of $37,043  and $36,823, respectively, in relation to these services.

On July 20, 2009, the Company entered into a two-year consulting agreement with Amersey Investments LLC, a company controlled by a director and the CFO of the Company, Mr. Nitin Amersey.  Amersey Investments LLC will continue to provide office space, office identity and assist the Company with corporate, financial, administrative and management records. For the nine months ended September 30, 2014 and 2013, the Company incurred expenses of $45,000  and $48,020, respectively, in relation to these services. The Company recorded $10,000 as a prepaid expense to Amersey Investments LLC on fees related to the fourth quarter.

The Company uses Bay City Transfer Agency & Registrar Inc. to do its stock transfers.  Mr. Nitin Amersey is listed with the Securities and Exchange Commission as a control person of Bay City Transfer Agency & Registrar Inc. For the nine months ended September 30, 2014 and 2013, the Company incurred expenses of $5,328  and $3,687, respectively, in relation to these services.

The Company uses the services of Freeland Venture Resources LLC, for Edgar filings and consulting services.  Mr. Nitin Amersey is a control person in Freeland Venture Resources LLC. For the nine months ended September 30, 2014 and 2013 the Company incurred expenses of $8,830 and $11,270, respectively, in relation to these services.

The Company uses the services of Cheerful Services International Inc. for corporate press releases and consulting services.  Cheerful Services International Inc. is owned by Mr. Nitin Amersey’s children. For the nine months ended September 30, 2014 and 2013, the Company incurred expenses of $5,395 and $8,340, respectively, in relation to these services.

NOTE 6 – INCOME TAXES

The effective tax rate of 0% differs from the statutory rate of 34% due to the Company recording a valuation allowance against the future tax benefit of current period losses.  Management is unable to conclude the related deferred tax assets are more likely than not to be realized due to the recurring losses.

NOTE 7 – CONSULTING REVENUE

The Company entered into a service and consulting agreement between HPIL ENERGYTECH Inc. and O.R.C. SRL, a private limited company domiciled in Italy for a two year period beginning June 10, 2014 to render consulting services to O.R.C. SRL in consideration of a monthly fee of $30,000.  For the three and nine months ended September 30, 2014, the Company has recognized consulting revenue of $90,000 and $120,000, respectively.

NOTE 8 – SUBSEQUENT EVENTS

On October 9, 2014, HPIL Holding’s wholly owned subsidiary, HPIL HEALTHCARE Inc., entered into a Product Reseller Agreement (the “Agreement”) with World Traditional Fudokan Shotokan Karate-Do Federation, a worldwide karate federation based in Switzerland.  Pursuant to the Agreement, beginning in 2017, HPIL HEALTHCARE Inc. will supply its IFLOR Stimulating Massage Device – Standard Version to World Traditional Fudokan Shotokan Karate-Do Federation for resale exclusively at World Traditional Fudokan Shotokan Karate-Do Federation-sanctioned events and through the World Traditional Fudokan Shotokan Karate-Do Federation members and their official affiliates.  The initial term of the Agreement lasts until December 31, 2019, at which time the Agreement will automatically renew for successive three (3) year terms unless and until either party provides notice of non-renewal or terminates the Agreement pursuant to the terms of the thereof.  Under the Agreement, World Traditional Fudokan Shotokan Karate-Do Federation has committed to order a minimum of one million five hundred thousand (1,500,000) units of the IFLOR Stimulating Massage Device – Standard Version from January 1, 2017 through December 31, 2019 pursuant to annual purchase orders.

On October 30, 2014, HPIL Holding’s wholly owned subsidiary, HPIL ENERGYTECH Inc., entered into a Cooperation Agreement with TrueSkill Energen Pvt. Ltd., a private limited company focused on marketing renewable energy products and solutions.  Pursuant to the cooperation agreement, the parties will work cooperatively to develop and expand projects.  The parties have worked together since December of 2012, previously under an agreement similar to the current Cooperation Agreement.  The prior agreement expired according to its terms in December of 2013 and the parties continued working together without an agreement in place until executing the current Cooperation Agreement. The Company’s CFO is also the Chairman of the Board of TrueSkill Energen Pvt. Ltd.

On November 10, 2014, HPIL ENERGYTECH Inc. entered into a cooperation agreement with ECOVAL & CO. SRL, a private company focused on investing in the energy sector.  Pursuant to the cooperation agreement, the parties will work cooperatively to develop and expand projects.

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

Forward Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements generally are identified by the words “believes”, “project”, “expects”, “anticipates”, “estimates”, “intends”, “strategy”, “plan”, “may”, “will”, “would”, “will be”, “will continue”, “will likely result”, and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.  Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles.  These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

HPIL HOLDING and Subsidiaries (collectively, “we”, “us”, “our”, or the “Company”) is an early stage company originally incorporated on February 17, 2004 in the state of Delaware under the name TNT Designs, Inc.  On October 7, 2009, we merged with and into Trim Nevada, Inc., a Nevada corporation, for the purpose of changing our domicile from Delaware to Nevada.  As part of the merger, we changed our name to Trim Holding Group.

On May 22, 2012, we changed our name to HPIL HOLDING to more fully reflect our current business operations.

On July 18, 2012, we changed our business plan to focus on making investments in companies, whether they are public or private enterprises in differing business sectors.  The Company does not restrict the target companies to any specific business, industry or geographical location and thus seeks to acquire a variety of businesses.  Such investments may be made in the United States and worldwide.  Further the Company will evaluate the acquisition of intellectual properties and technologies for investment, with a particular interest in the healthcare and environmental quality sectors.

On September 10, 2012, Company organized six new subsidiary companies. Each of these subsidiary companies is wholly owned (100%) by the Company. The names of the new subsidiary companies are HPIL HEALTHCARE Inc., HPIL ENERGYTECH Inc., HPIL WORLDFOOD Inc., HPIL REAL ESTATE Inc., HPIL GLOBALCOM Inc. and HPIL ART&CULTURE Inc. These companies were organized with the intention of satisfying the various growth strategies of the Company.

HPIL HEALTHCARE Inc. was organized to facilitate investments in the health care sector. HPIL ENERGYTECH Inc. was organized to facilitate investments in the energy sector. HPIL WORLDFOOD Inc. was organized to facilitate investments in the food sector. HPIL REAL ESTATE Inc. was organized to facilitate investments in the real estate sector. HPIL GLOBALCOM Inc. was organized to facilitate investments in the communication sector and HPIL ART&CULTURE Inc. was organized to facilitate investments in the art and culture sector.

On October 9, 2014, HPIL Holding’s wholly owned subsidiary, HPIL HEALTHCARE Inc., entered into a Product Reseller Agreement (the “Agreement” or “October Agreement”) with World Traditional Fudokan Shotokan Karate-Do Federation, a worldwide karate federation based in Switzerland.  Pursuant to the Agreement, beginning in 2017, HPIL HEALTHCARE Inc. will supply its IFLOR Stimulating Massage Device - Standard Version to World Traditional Fudokan Shotokan Karate-Do Federation for resale exclusively at World Traditional Fudokan Shotokan Karate-Do Federation sanctioned events and through the World Traditional Fudokan Shotokan Karate-Do Federation members and their official affiliates.  The initial term of the Agreement lasts until December 31, 2019, at which time the Agreement will automatically renew for successive three (3) year terms unless and until either party provides notice of non-renewal or terminates the Agreement pursuant to the terms of the thereof.  Under the Agreement, World Traditional Fudokan Shotokan Karate-Do Federation has committed to order a minimum of one million five hundred thousand (1,500,000) units of the IFLOR Stimulating Massage Device - Standard Version from January 1, 2017 through December 31, 2019 pursuant to annual purchase orders.  A separate wholly owned subsidiary of HPIL Holding, HPIL ART&CULTURE Inc., is the official sponsor of World Traditional Fudokan Shotokan Karate-Do Federation’s 12^th European Karate Championship, which will be held November 19-23, 2014 in Bucharest, Romania.  The foregoing summary of the Agreement is not complete and is qualified in its entirety by reference to the complete text of the Agreement, which was filed as an exhibit to the Company’s Current Report on Form 8-K on October 9, 2014.

We have continued to pursue our business plan of making investments in companies, as more particularly described in subsection (a) above, and expect that we will continue on that business plan for the foreseeable future.  Also, the Company will continue to concentrate on the development of the IFLOR Business line to produce the IFLOR Stimulating Massage Device through our subsidiary, HPIL HEALTHCARE Inc.  We are currently in the advanced planning stages of our marketing efforts and hope to continue generating interest in the IFLOR Stimulating Massage Device through existing strategic cooperation agreements and other consumer outreach and feedback.  Design and initial molding of the IFLOR Stimulating Massage Device - Standard Version is now complete and we have engaged an initial manufacturer to make product samples for further marketing and testing purposes.

We recently executed a Product Reseller Agreement pursuant to which we will supply a total of 1,500,000 units of the IFLOR Stimulating Massage Device - Standard over a three (3) year period beginning in January of 2017 (as described above under “Material Transactions”).  To meet the initial orders expected under the aforementioned October Agreement, we believe it will be necessary to commence production of the IFLOR Stimulating Massage Device - Standard Version no later than the second quarter of 2016.  Over the next approximately one (1) year, we plan to finalize the IFLOR Stimulating Massage Device – Standard Version model and related graphic design and packaging that will be sold under the October Agreement and present samples to the purchaser for final approval prior to manufacturing.

Despite the execution of the October Agreement, we intend to continue to develop potential customer relationships and anticipate pursuing additional potential customer orders for the IFLOR Stimulating Massage Device throughout 2014 and 2015.  In addition, we plan to continue our evaluations of the results of our past marketing efforts, anticipated demand for the IFLOR Stimulating Massage Device and strategic production efficiencies to meet projected demand.  We plan to continue these evaluations throughout 2014 and into 2015 parallel with continuing to finalize production details related to the October Agreement.  Based on early indications of these evaluations and the expected orders pursuant to the October Agreement, we continue to develop an estimation of our target production needs for the IFLOR Stimulating Massage Device.  As of the date of this Quarterly Report, our production capacity remains insufficient to meet the currently anticipated target production needs, related to the October Agreement and otherwise expected.  Throughout the remainder of 2014 and into 2015, we plan to continue developing our production plans accordingly, including the potential engagement of additional manufacturers, evaluation of potential first party manufacturing capabilities, and the production of additional molds to increase production capacity in line with projected needs.

Our ability to meet our projected production and distribution goals with respect to the IFLOR Stimulating Massage Device may be adversely affected by a number of factors, some of which may include:

·        Our inability to generate additional customer orders for the IFLOR Stimulating Massage Device to a level necessitating scaled production and distribution of the IFLOR Stimulating Massage Device;

·        Our inability to produce a sufficient number of additional IFLOR Stimulating Massage Device molds to maintain necessary and efficient production of the IFLOR Stimulating Massage Device to keep up with projected demand;

·        Our inability to produce replacement IFLOR Stimulating Massage Device molds, if existing molds are broken or otherwise become unusable, to keep a sufficient number of molds in active production necessary to keep up with projected demand;

·        Changes in the current business plan, as set forth above, based on our current strategic market studies and evaluations or other unknown factors; or

·        Other factors that may affect our ability to reach necessary production capacity in an efficient manner, including, without limitation, acts of God, changes in labor laws, work stoppages, or inability to engage additional manufactures on satisfactory terms.

     Based on the October Agreement, we currently expect to commence operations with respect to production of the IFLOR Stimulating Massage Device - Standard Version no later than the second quarter of 2016.  However, due to various circumstances, such as the unknown definitive completion date of product sample manufacturing and ongoing evaluations being conducted by the Company regarding our prior marketing efforts, expected product demand, additional customer orders, product manufacturing and rollout schedules, our production commencement schedule may be accelerated or delayed.

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Liquidity and Capital Resources

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

As we are a smaller reporting company, we are not required to provide the information required by this item.

Item 4.  Controls and Procedures.

We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures and concluded that our disclosure controls and procedures are ineffective as of the date of filing this Form 10-Q due to limited accounting and reporting personnel and a lack of expertise and segregation of duties due to limited financial resources and the size of our company.  We will need to adopt additional disclosure controls and procedures prior to commencement of full operations. Consistent therewith, on an on-going basis we will evaluate the adequacy of our controls and procedures.

Management is committed to improving its internal controls and will continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities.  At this time, however, management has not established a time table for when it intends to address the aforementioned material weaknesses.

There were no changes in our internal control over financial reporting during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II---OTHER INFORMATION

             Item 1.  Legal Proceedings.

There are no legal proceedings that have occurred within the past five years concerning our directors or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

              Item 1A.  Risk Factors.

As we are a smaller reporting company, we are not required to provide the information required by this item.

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

(a)          Unregistered Sales of Equity Securities. 

None.

(b)          Use of Proceeds. 

Not Applicable.

(c)          Affiliated Purchases of Common Stock. 

None.    

             Item 3.  Defaults Upon Senior Securities.

None.

             Item 4.  Mine Safety Disclosures.

Not applicable.

             Item 5.  Other Information.

None.

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Item 6. Exhibits.

INDEX TO EXHIBITS

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.