SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

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

For the Transition Period From_______ to _______

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to the filing requirement for at least 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 (§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). x Yes    ¨ No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

ITEM 1. FINANCIAL STATEMENTS

New Global Energy, Inc.
Condensed Consolidated Balance Sheets

See Notes to Unaudited Condensed Consolidated Financial Statements.

See Notes to Unaudited Condensed Consolidated Financial Statements.

See Notes to Unaudited Condensed Consolidated Financial Statements.

See Notes to Unaudited Condensed Consolidated Financial Statements.

NEW GLOBAL ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Nature of Operations and Summary of Significant Accounting Policies

Background

New Global Energy, Inc. ("NGE" or the "Company") was organized on January 24, 2012. NGE's executive offices are located in Brevard County, Florida. The Company is focused on the development of its Global Energy Plantation ("GEP") Platform which combines alternative energy production, sustainable agriculture and aquaculture. It anticipates the use of non-centralized power plants, primarily concentrated solar power, Jatropha based biofuels and aquaculture operations to produce power for its own use and to feed into the power grid serving local power needs while producing farm grown fish and shrimp as food products. Management has begun to execute this plan through the purchase of a controlling interest in Aqua Farming Tech, Inc. ("AFT"). The Company is in the process of raising additional capital to support the completion of its acquisition and development activities. Furthermore, beginning in the 4^th quarter 2015, the Company commenced the sale of future contracts for the sale of fish, with the actual fish to be delivered before the end of 2016.These presales have generated cash to support the Company's day-to-day operations. The Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company. 

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has earned little revenue since inception, and supports its continued operations through debt financing, related party loans, sale of future fish contracts and the sale of equity. As of March 31, 2016, the company had a working capital deficit of $3,475,505 and an accumulated deficit of $38,090,341. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern.

While the Company is ramping up its operations and revenue generating activities, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds by way of a public or private offering as well as fish presales based on expected fish output in the next year. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues.

Basis of Presentation

The accompanying consolidated balance sheet as of March 31, 2016, which was derived from audited financial statements, and the unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. The results of operations for the periods presented are not necessarily indicative of the results expected for the full fiscal year or any future period. These financial statements should be read in conjunction with the audited financial statements and related notes for the fiscal year ended December 31, 2015, included in the Company's Annual Report on Form 10-K covering that period.

In the opinion of management, the information furnished in these interim financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three-month periods ended March 31, 2016 and 2015. All such adjustments are of a normal recurring nature. The financial statements do not include some information and notes necessary to conform to annual reporting requirements.

Principles of Consolidation: The consolidated financial statements include the accounts of New Global Energy, Inc., and its majority-owned subsidiary, AFT, a California corporation. All significant inter-company balances and transactions have been eliminated.

Use of Estimates: The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to intangible assets, income taxes, inventory valuation, and stock-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.

Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents as of March 31, 2016 and 2015.

Inventory: The Company's inventory consists of live fish and is stated at the lower of cost or market.

Property and Equipment: Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place.

Valuation of Long-Lived Assets: We review the recoverability of our long-lived assets including land, equipment, goodwill and investments, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. No impairment was recognized during the three month ended March 31, 2016 and 2015.

Goodwill: Impairment of Goodwill and Other Intangible Assets. As of March 31, 2016, goodwill recorded on our condensed consolidated balance sheet aggregated $3.68 million (the entirety of this amount relates to the company's completed acquisition of AFT, a California corporation). The AFT acquisition and its related operations constitute a reporting unit and we must make various assumptions in determining their estimated fair values. We perform an annual impairment review in the fourth quarter of each fiscal year.

Revenue Recognition: The Company recognizes revenue during the period in which fish are delivered to the customer. Sale proceeds received in the current period, for which delivery has not occurred, are recorded as deferred revenue until the fish are delivered to the customer.

Stock Based Compensation: Stock-based awards are accounted for using the fair value method in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification (ASC) 718, Share-Based Payments. Our primary type of share-based compensation consists of stock options and warrants. The company granted no new stock or warrant based compensation during the three months ended March 31, 2016. Non-employee stock and warrant compensation is revalued quarterly and these revaluations are reflected in the Condensed Consolidated Statement of Shareholders' Equity.

Fair Value Measurements: The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are:

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2: Inputs to the valuation methodology include:

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset's or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the three months ended March 31, 2016 and 2015, there were no transfers of financial assets or financial liabilities between the hierarchy levels.

The following table summarizes assets and liabilities remeasured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015:

Earnings per Common Share: We compute net (loss) per share in accordance with FASB ASC 260, Earning per Share. FASB ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period.

For the three months ended March 31, 2016 and 2015, the following potentially dilutive securities have been excluded from the calculation of diluted loss per share because their impact was antidilutive.

Recent Accounting Pronouncements

The Company has evaluated new relevant accounting for possible impact on our condensed consolidated financial statements and deemed their impact to be immaterial or non-applicable to the Company.

Note 2. Property and Equipment

The Company's property and equipment consisted of the following as of March 31, 2016 and December 31, 2015:

Note 3. Notes Payable – related party

The balances of related party notes as of March 31, 2016 and December 31, 2015 follows:

As of March 31, 2016, the Company had outstanding notes payable to related parties totaling $394,836. Included in this balance is $365,279 of debt which bears interest at 10% per annum and is currently in default. The remaining $29,668 in related party notes are non-interest bearing cash advances from shareholders. These advances are due on demand.

The Company has recognized $19,727 and $27,880 in interest expense related to the notes held by related parties for the three months ended March 31, 2016 and 2015, respectively.

Note 4. Notes Payable

Note 1 - Note payable for vehicle financing with a balance of $6,000 as of March 31, 2016 and December 31 2015, accruing interest of 10% and due on demand. This note matured on September 10, 2010 and is currently in default.

Note 3 and Note 3a - Note payable to a bank with a balance of $466,312 on December 31, 2014, with a 6.5% variable interest rate and matured on December 7, 2014 (Note 3), but was renewed by the bank and AFT on March 10, 2015 with a balance of $506,178 (a combination of outstanding principal on the prior note, accrued note interest and late fees) a 6.5% variable interest rate at December 31, 2015 and a maturity date of March 10, 2017 (Note 3a). During 2015, $41,104 was paid towards the principal of the note, while $26,768 of interest related to the renewed note accrued and was converted into note principal per the renewal agreement. The note had a balance of $488,113 as of March 31, 2016 and $498,459 as of December 31, 2015 and is in default under the terms of the loans covenants, and therefore is included in current liabilities as of March 31, 2016.

Note 4 - Note payable for solar system array at the Thermal, California property with a balance of $123,272 and $136,225 as of March 31, 2016 and December 31, 2015, respectively, with interest rate at 2.8% due in monthly installments of $4,138 through March of 2018.

Note 5 – Note payable for solar installation at the Thermal property, with a balance of $25,000 as of March 31, 2016 and December 31, 2015 and an interest rate at 10%. This note is currently in default

The notes payable outstanding as of March 31, 2016 and December 31, 2015 are summarized below:

The Company has recognized $10,622 and $0, in interest expense for the three months ended March 31, 2016 and March 31, 2015, respectively related to notes payable and is included in accrued expenses on the Company's consolidated balance sheet as of March 31, 2016 and December 31, 2015, respectively.

Future maturity of debt is as follows:

Note 5. Stockholders' Equity

Common Stock

We are currently authorized to issue up to 100,000,000 shares of $ 0.0001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis.

A consultant exercised 100,000 warrants and has met all contractual obligations to be entitled to such shares. As of March 31, 2016 the shares were not issued, but are included in the shares outstanding and the weighted average shares outstanding because the holder is entitled to all rights and obligations that come with owning the shares.

Series A Preferred Stock

We are currently authorized to issue up to 25,000,000 shares of Series A Convertible Preferred stock, with a $0.0001 par value. All issued shares of Series A Convertible Preferred stock are entitled to vote on a 1 share/1 vote basis. The currently issued preferred shares carry a liquidation preference of $150 per preferred share.

Each share of Series A Convertible Preferred Stock shall be convertible, at the option of the holder, at any time into such number of fully paid and non-assessable shares of Common Stock as is determined by multiplying the number of issued and outstanding shares of the Corporation's Common Stock by .0000110. Provided however, that such number of common shares into which each share of Series A Preferred Stock may be converted shall not exceed 220.

Common stock Issued:

The following table summarizes common stock warrants issued and outstanding:

_____________ 

On March 23, 2016, a warrant holder exercised 100,000 common stock warrants for proceeds of $100 and received 100,000 shares, which are included in the common share total as of March 31, 2016.

Note 6. Derivative and Warrant Liabilities 

Warrants

The previous convertible debt was issued with an aggregate of 600,000 detachable warrants to purchase the Company's common stock. Each warrant entitles the holder to purchase one share at prices ranging from $1.00 to $3.00 and they expire at various dates in 2016.The exercise price of these warrants and the conversion rate of the debt is to be adjusted in the event that the Company issues or sells any shares of common stock, options, warrants or any convertible instruments (other than exempted issuances) at an effective price per share which is less than the exercise price of these warrants. Accordingly, in accordance with FASB ASC 815, the Company has accounted for these warrants as liabilities.

The Company values its warrant derivatives using the Black-Scholes option-pricing model. Assumptions used for 2016 and 2015 include:

The aggregate fair value of the warrants was determined to be $6,907 and $10,935 respectively, at March 31, 2016 and December 31, 2015. The following table summarizes the changes in the derivative liabilities for the three months ended March 31, 2016.

Note 7. Deferred Revenue and Commissions

Deferred revenue represents amounts billed and collected for the future delivery of fish in accordance with contractual terms. These advance payments relate solely to the Company's future fish contract program. Beginning in the 4^th quarter 2015, the Company commenced the sale of future contracts for the sale of fish, with the actual fish to be delivered before the end of 2016. The amounts represented below show the results of the presales.

In addition, the Company has signed a commission agreement with a related party and beneficial shareholder, for the future fish contracts. Per this agreement, the related party introduces the futures buyers to the Company and receives a 40% flat commission on all sales. The related party has received $705,536 in carried commissions as of March 31, 2016. Commissions carried are reflected as deferred commissions – related party on the accompanying balance sheet until the period in which the related revenue is recognized. Additionally, the Company paid $82,054 of related costs to this related party during the three months ended March 31, 2016.

During the three months ended March 31, 2016, management analyzed the estimated loss per pound from all outstanding future fish contracts. After management's review, the Company recognized a $472,552 loss on the sale of future fish contracts.

Note 8. Related Party Transactions

Due to Related Parties

As of March 31, 2016 and December 31, 2015, the Company owed certain related parties $394,836 and $396,036 respectively of which, $365,179 represents note payable due to a related party, bears interest at 10% and is due on demand. The remainder, $29,868, bears no interest and is due on demand.

Reimbursement of Expenses of our Chief Executive Officer

The Company has entered into the following transactions with a company owned by a beneficial shareholder of the company:

The Company entered into the following transactions with a related party:

Note 9. Subsequent Events:

On May 2, 2016, the Company issued 100,000 common shares in for warrants exercised on March 23, 2016. The warrant holder has met all contractual obligations to be entitled to such shares as of March 31, 2016 and therefore the shares were included in the shares outstanding and the weighted average shares outstanding. In addition, on the same date, the company issued 100,000 shares of common stock for investor relation services provided over the previous six month period.

On May 2, 2016, the Company granted a total of 2,828,530 options to three separate related parties and our CEO at an exercise price of $0.30 per share. The 800,000 options granted to our CEO and an additional 1,600,000 options granted to two related parties are exercisable at tiered intervals beginning June 1, 2016. The remaining 428,530 options granted to the Company's partner in a joint venture are also exercisable at tiered intervals beginning May 1, 2016.

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

The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our consolidated financial statements and the notes presented herein. In addition to historical information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed in this Form 10-Q.

Overview and Financial Condition 

New Global Energy, Inc. ("NGE" or the "Company") is a sustainable agriculture and aquaculture company organized as a Wyoming corporation on January 24, 2012 with executive offices located in Brevard County, Florida. The Company focuses on the use of advanced technology and farming techniques with the goal of increasing production and decreasing costs. The Company is focused on internal growth and growth through the acquisition of high-growth firms, assets and properties in the Green market space; industry segments of interest to the Company include sustainable agriculture, aquaculture and solar. Management is targeting growth stage assets, operations and companies that possess proprietary market edge and demonstrate solid opportunity to scale their business. We expect to pursue special opportunities that are anticipated to accelerate shareholder value by consolidating certain tiers of the $5 Trillion per year fragmented Green and Renewable Energy industry.

The first portion of the Company's development plan includes the development of its Global Energy Plantation ("GEP") using its Global Cell concept which combines alternative energy (source of usable energy intended to replace fuel sources without the undesired consequences of the replaced fuels) production, sustainable agriculture (practice of farming using principles of ecology, the study of relationships between organisms and their environment) and aquaculture (the processes of farming of aquatic organisms such as fish, crustaceans, mollusks and aquatic plants). In summation, our development plan will utilize non centralized solar panels to produce power for its own use and to feed into the power grid serving local power needs while producing farm grown fish, a process currently in operation, and, in future operations after the current year, shrimp.

Aqua Farming Tech, Inc. ("AFT") continued during the reported period to replace its existing brood stock used in its Tilapia production. It addition, in furtherance of the development of its feed development program, AFT planted Moringa on available acreage on the Company's "Thermal" property to be used and has been using it as a component of the feed used in its own aquaculture operations. 

Important Note about Forward Looking Statements

Results of Operations for the Three Months ended March 31, 2016 compared to March 31, 2015

The Company had revenues for the three month period ended March 31, 2016 of $13,088, down from revenues of $20,247 for the same period the prior year. The 2016 revenues result mainly from the sale of live fish including Tilapia and Silver Carp, and to a lesser extent, Moringa leaves cultivated from plants grown on AFT property. Selling, general and administrative expenses for the same three months ended March 31, 2016 were $655,755, up from $279,954 for the same period the prior year. The increases were significantly associated with the consolidation of the Company's financial statements with Aqua Farming Tech, Inc., increased depreciation due to a larger fixed asset base in 2016, selling expenses related to the tilapia future contract program and enlarged operations compared to the prior three month period leading to increased general and administrative costs.

We charge the initial valuation of the conversion feature and warrants by offsetting the carrying value of the note up to the principal. Initial derivative values in excess of note principal are immediately charged to interest expense. Derivative valuation charged to interest expense was $4,028 for the three months ended March 31, 2016 decreasing the fair value of warrants to $6,907. This is down significantly from the derivative charge of $145,104 for the same period in the prior year with the decrease substantially due to the conversion and payment of notes prior to the reported period. The decrease in valuation charge is offset by the loss on future fish contracts of $472,522, recognized for the first time in the three months ended March 31, 2016. The significant decline in derivative valuation charge, as well as the loss on the settlement of debt in 2015 of $1,992,732 during the three months ended March 31, 2015 that did not reoccur in 2016, resulted in a decline in Net Loss attributable to New Global for the reported period to $1,140,030 from $2,094,255 for the same period the prior year. 

Emerging Growth Company:

We qualify as an "emerging growth company" under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

The Company has implemented all new relevant accounting pronouncements that are in effect through the date of these financial statements. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Although consolidated financials with Aqua Farming Tech, Inc. show revenues, the Company's cash position is not significant enough to support the Company's daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues. 

Financing Activities

During the three month period ended March 31, 2016, the Company paid $36,298 against outstanding current debt principal.

For the three months ended March 31, 2015, net cash provided from financing activities was $200,105. During the quarter ending March 31, 2015, the Company borrowed an additional $314,800 from related parties, and repaid $114,695 against outstanding debt principal.

The Company has historically met its cash needs through a combination of cash flows from operating activities along with long and short term borrowings and through the sale of its stock and the sale of future fish contracts.

Contractual Obligations

The company has acquired Net Revenue interests and crop leases (see Overview of Financial Condition above). In addition, the Company has been reviewing various real property to utilize in its business plan and has been exploring the use of project finance structures to fund such acquisition and development of business activities. The Company expects to enter into such transaction or transactions during the next 12 months. There are currently no transactions under contract and there is no assurance that the company will be able to complete such transactions. 

In August 2015, the Company entered into a sales commission agreement with a related party for the sale of tilapia futures. Per the agreement the related party is entitled to 40% of all futures sales when the buyer is referred by the related party. As of March 31, 2016, the Company has paid $705,536 to the related party, which is recorded as deferred commission as a result of $1,712,591 in future fish sales. The payments received will be held as deferred revenue and the commissions paid as a deferred commission on the Company's balance sheet until the fish are delivered in 2016.

Commitments and Capital Expenditures

The Company had no material commitments for capital expenditures as of March 31, 2016.

Off-Balance Sheet Arrangements

Mecca Solar Panels

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 

Not required for smaller reporting companies. 

ITEM 4. Controls and Procedures

We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure 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 rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were not effective as of the end of the period covered by this report. Our disclosure controls and procedures are not effective as a result of the following material weaknesses:

Changes in Internal Controls

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

There are no pending legal proceedings. The Company may subject to other legal proceedings that arise in the ordinary course of its business and from prior management activities. Other than as previously disclosed, in the opinion of present management, the aggregate liability, if any, with respect to these other actions will not materially adversely affect our financial position, results of operations or cash flows. 

ITEM 1A. Risk Factors 

Not required for smaller reporting companies. 

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

The Company issued no shares of its common stock during the reported period. 

ITEM 3. Defaults Upon Senior Securities

None 

ITEM 4. Other Information

ITEM 5. Exhibits

SIGNATURES

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

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