10-Q/A [Amend] - Quarterly report [Sections 13 or 15(d)]

Document Info
Form Name: 10-Q/A
Filed: February 24, 2016
 
ARCI Test S1A5 10-Q/A 1 qtrfeb2008.htm AMENDE QTR.

                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                  FORM 10-QSB/A

                                (AMENDMENT No.1)

 

 

[ X ]Quarterly  Report  pursuant  to  Section  13  or  15(d)  of the Securities Exchange Act of 1934


     For the period ended February 29, 2008


[   ]Transition Report pursuant to 13 or 15(d) of the Securities  Exchange  Act of 1934


   For the transition period _______________ to ________________


            Commission File Number   333-139773


                            Aussie Soles Group Inc.

        _________________________________________________________________

        (Exact name of Small Business Issuer as specified in its charter)


             Nevada                                        Pending


(State or other jurisdiction of               (IRS Employer Identification No.)incorporation or organization)

 

Rm 933, Block C, Harbourfront Horizon

HungHom Bay, 8 Hung Luen Road, Kowloon

-


(Address of principal executive offices)         (Postal or Zip Code)

 

Issuer's telephone number, including area code: 852-6622-3666


                            K-9 Concepts, Inc.

        _________________________________________________________________


      (Former name, former address and former fiscal year, if changed since

                               last report)


Check whether the issuer (1) 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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  [  ]   No  [ X ]


State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 36,600,000 shares of common

stock with par value of $0.001 per share outstanding as of April 14, 2008.

 


EXPLANATORY REASON FOR AMEMENDMENT:


The Company has never been a "Shell" status and the box was checked wrongly. The Box "NO" is now properly checked.



<PAGE>


                            AUSSIE SOLES GROUP INC.

                         (FORMERLY K-9 CONCEPTS, INC.)

                         (A DEVELOPMENT STAGE COMPANY)


                       CONSOLIDATED FINANCIAL STATEMENTS


                               FEBRUARY 29, 2008



CONSOLIDATED BALANCE SHEETS


CONSOLIDATED STATEMENTS OF OPERATIONS


CONSOLIDATED STATEMENTS OF CASH FLOWS


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



<PAGE>


<TABLE>

<CAPTION>

AUSSIE SOLES GROUP INC.

(FORMERLY K-9 CONCEPTS, INC.)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

<S> <C>         <C>                          <C>               <C>



                                             February 29,      August 31,

                ASSETS                       2008              2007



CURRENT ASSETS

 Cash                                        $129,501          $8,078

 Interest receivable (Note 4)                 16,331            -

 Inventory (Note 3)                           183,210           -

 Notes receivable (Note 4)                    625,000

____________________________________________________________________________

                                              954,042           8,078


EQUIPMENT, net (Note 5)                       106,500           -

INTANGIBLE ASSETS (Note 6)                    19,083,225        -

____________________________________________________________________________

                                             $20,143,767       $8,078


                LIABILITIES AND STOCKHODERS' EQUITY (DEFICIT)


CURRENT LIABILITIES

 Accounts payable and

 accrual liabilities                         $25,229           $13,500

 Due to related party (Note 7)                200,000           -

____________________________________________________________________________

                                              225,229           13,500


STOCKHOLDERS' EQUITY (DEFICIT)



 Common stock  (Note 8)

  Authorized

   100,000,000, par value $0.001 per share

   Issued and outstanding:

   36,600,000 common shares

(August 31, 2007 - 19,200,000 common shares)  36,600            6,400

              Additional paid in capital      20,094,200        19,600

              Donated capital                 12,000            9,000

              Deficit accumulated during

              the development stage           (224,262)         (40,422)

____________________________________________________________________________

                                              19,918,538        (5,422)

____________________________________________________________________________

                                             $20,143,767       $8,078


SUBSEQUENT EVENTS (Note 10)



  The accompanying notes are an integral part of these consolidated financial

                                  statements.

 


<PAGE>


<TABLE>

<CAPTION>

AUSSIE SOLES GROUP INC.

(FORMERLY K-9 CONCEPTS, INC.)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF OPERATION

 (UNAUDITED)

<S> <C>          <C>        <C>        <C>        <C>        <C>



                 Three       Three       Six         Six         August 25,

                 Months      Months      Months      Months      2005 (Date

                 Ended       Ended       Ended       Ended       of Inception)

                 February    February    February    February    to February

                 29, 2008    28, 2007    29, 2008    28, 2007    29, 2008



EXPENSES

 Amortization-

 intangible

 assets          $160,363    $-          $160,363    $-          $160,363

 Amortization-

 tangible



 assets           1,500       -           1,500       -           1,500

 Bank charges     545         44          562         87          912


 Filing and

 transfer agent

 fees             1,878       750         8,028       750         19,626

 Interest income  (13,805)    -           (16,331)    -           (16,331)

 Management fees  1,500       1,500       3,000       3,000       12,000

 Marketing        2,000       -           2,000       -           3,626

 Professional

 fees             14,081      -           21,581      -           36,429

 Travel and

 entertainment    3,137       24          3,137       24          6,137

NET LOSS         $171,199    $2,318      $183,840    $3,861       $224,262


LOSS PER SHARE-

BASIC AND

DILUTED          $(0.01)     $(0.00)     $(0.01)     $(0.00)


WEIGHTED AVERAGE

NUMBER OF COMMON

SHARES OUTSTANDING-

BASIC AND

DILUTED           25,470,000  19,200,000  22,508,287  19,200,000

</TABLE>


  The accompanying notes are an integral part of these consolidated financial

                                  statements.


<PAGE>


<TABLE>

<CAPTION>

AUSSIE SOLES GROUP INC.

(FORMERLY K-9 CONCEPTS, INC.)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

<S>  <C>               <C>        <C>          <C>

                                               Cumulative from

                       Six         Six         August 25,



                       Months      Months      2005 (Date

                       Ended       Ended       of Inception)

                       February    February    to February

                       29, 2008    28, 2007    29, 2008


CASH FLOW FROM

OPERATING ACTIVITIES

 Net loss              $(183,840)  $(3,861)    $(224,262)

 Non-cash items:

 Amortization-

 intangible assets      160,363     -           160,363

 Amortization-

 tangible assets        1,500       -           1,500

 Donated services       3,000       3000        12,000

 Changes in non-cash

 operating working

 capital items:

  Interest receivable   (16,331)                (16,331)

  Notes receivable      (625,000)   -           (625,000)

  Accounts payable

  and accrued

  liabilities           11,729      -           25,229

  Due to related

  party                 200,000     -           200,000


NET CASH USED IN

OPERATIONS              (448,579)   (861)       (466,501)


CASH FLOWS FROM

FINANCING ACTIVITIES

 Cash used in acquisition

 of Aussie Soles

 International LLC      (29,998)    -           (29,998)


NET CASH USED IN

INVESTING ACTIVITIES    (29,998)    -           (29,998)


CASH FLOWS FROM

FINANCING ACTIVITIES

 Proceeds from share

 issuance               600,000     -           626,000


NET CASH PROVIDED BY

FINANCING ACTIVITIES    600,000     -           626,000


INCREASE (DECREASE)

IN CASH                 121,423     (861)       129,501


CASH, BEGINNING         8,078       16,826      -


CASH, ENDING           $129,501    $15,965     $129,501


SUPPLEMENTAL DISCLOSURE

OF CASH FLOW INFORMATION:

CASH PAID FOR:

 Interest             $-           $-          $-

 Income taxes         $-           $-          $-



NON-CASH ITEMS:

Share  issued  for

acquisition of Aussie Soles

International LLC

(Note 2)              $19,504,800  $-          $19,504,800

</TABLE>


  The accompanying notes are an integral part of these consolidated financial

                                  statements.

 

<PAGE>

1. BASIS OF PRESENTATION


Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in

accordance with generally accepted  accounting  principles  and the rules and

regulations of the securities and exchange commission. They may  not  include

all  information  and  footnotes  required  by  generally accepted accounting

principles for complete financial statements. However,  except  as  disclosed

herein,  there  has been no material changes in the information disclosed  in

the notes to the  financial  statements  for  the  year ended August 31, 2007

included in the Company's Form 10-KSB filed with the  Securities and Exchange

Commission.  The unaudited interim financial statements  should  be  read  in

conjunction with  those  financial statements included in the Form 10-KSB. In

the opinion of Management,  all  adjustments  considered necessary for a fair

presentation, consisting solely of normal recurring  adjustments,  have  been

made.  Operating  results  for the six months ended February 29, 2008 are not

necessarily indicative of the  results  that  may  be  expected  for the year

ending August 31, 2008.

 

2. ACQUISITION OF AUSSIE SOLES INTERNATIONAL LLC


On February 15, 2008, the Company acquired 100% of the issued and outstanding

shares  of Aussie Soles International LLC ("Aussie Soles"), a private  Nevada

company.   Aussie  Soles  is  a  footwear  company  in the development stage.

Aussie  Soles  designs,  produces, markets and distributes  footwear  to  the

leisure and industrial markets.


The aggregate purchase price  is  up  to  21,000,000  common  shares  of  the

Company.   On  February  15,  2008,  the  closing  date  of  the transaction,

12,900,000  common  shares with a fair value of  $19,504,800 were  issued  in

terms of the purchase  agreement.  The  remaining 8,100,000 common shares are

held in escrow and will be issued upon the achievement of the following:


<TABLE>

<CAPTION>

<S> <C>                                                  <C>

a)  No damages claimed by the Company in terms of

    the  purchase  agreement for a period of six

   months after the closing date;                         2,100,000


b)  Signing of Canadian distribution agreement

    with the Hudson's Bay Company;                        2,000,000



c)  Signing of license agreement with a private

    label; and                                            2,000,000

d)  Registration of utility patents on two new shoe

    styles.                                               2,000,000

                                                        ______________

                                                          8,100,000

</TABLE>


The  acquisition  was accounted for using the purchase method.  The estimated

fair values of the assets acquired at the date of acquisition are as follows:


<TABLE>

<CAPTION>

<S>                                                            <C>

Inventory                                                $183,210

Equipment                                                 108,000

Intellectual Properties (patents, trademarks and domain

names)                                                    19,243,588

                                                         $19,534,798

</TABLE>


The Company incurred  legal  expenses of $29,998 relating to this acquisition

which was capitalized as part of the net purchase price.


3. INVENTORY


Inventory comprises the following:


                                  February 29,       August 31,

                                  2008               2007

--------------------------------------------------------------------------

 Shoes held for re-sale           $183,210           $-

--------------------------------------------------------------------------

 

<PAGE>

4. NOTES RECEIVABLE


On October 30, 2007, the Company  loaned  $200,000  (Canadian  $200,000) to a

company  with  a  common  director  at  an  interest  rate  of 12% per annum,

calculated and payable semi-annually. The note is unsecured and  is repayable

on demand. The note is repayable in Canadian dollars.


On November 21, 2007, the Company loaned $200,000 to a company with  a common

director  at an interest rate of 12% per annum, calculated and payable  semi-

annually. The note is unsecured and is repayable on demand.


On January  15,  2008, the Company loaned $100,000 to a company with a common

director at an interest  rate  of 12% per annum, calculated and payable semi-

annually. The note is unsecured and is repayable on demand.


On February 6, 2008, the Company  loaned  $25,000  to a company with a common

director. The note is unsecured,  interest free, and is repayable on demand.

On February 28, 2008 the Company loaned $100,000 to  a  company with a common

director. The note is unsecured,  interest free and is repayable on demand.


At February 29, 2008, the Company has accrued $16,331 in  interest  on  these

notes.


5. EQUIPMENT

 

Equipment comprises the following:


<TABLE>

<CAPTION>

<S><C>          <C>         <C>           <C>              <C>



                            February 29,                   August 31,

                            2008                           2007

                            Accumulated

                 Cost       Amortization  Net Book Value   Net Book Value

Shoe Mouldings   $108,000   $1,500        $106,500         $-

</TABLE>


  Equipment is amortized over a three year period on a straight-line basis.


6.    INTANGIBLE ASSETS


   Intangible assets comprise the following:


<TABLE>

<CAPTION>

<S><C>           <C>          <C>           <C>              <C>



                              February 29,                   August 31,

                              2008                           2007

                              Accumulated

                 Cost         Amortization  Net Book Value   Net Book Value

Patent,

trademarks,

designs and

names            $19,243,588  $160,363      $19,083,225      $-


</TABLE>


Intangible  assets  are  amortized over a five year period on a straight-lineis.


<PAGE>

7. RELATED PARTY TRANSACTIONS


a) The Company recognized  donated  services  by the director of the Company

for 2007 management fees, valued at $500 per month,  totaling  $3,000 for the

six months period ended February 29, 2008.


b) The  Company  has  a balance owing to a director of the Company  in  the

amount of $200,000 as at  February  29,  2008  (August 31, 2007: $ Nil).  The

amount due to the director is unsecured, interest  free and has no fixed term

of repayment.


8. COMMON STOCK


a) On December 20, 2007, the Company completed three  for  one (3:1) forward

stock  split  of  its common shares.  All share and per share information  in

these financial statements  has  been retro-actively restated for all periods

presented to give effect to this stock split.


b) During the six month period ended February 29, 2008, the Company completed

a private placement of 1,500,000 units  of  its  common  stock  at a price of

$0.40  per  unit.   Each  unit  consists of one common share of the Company's

common stock and one warrant.  Each  warrant is exercisable into one share of

the Company's common stock at an exercise  price  of $0.60 per warrant, for a

period of two years.


c)  On February 15, 2008, the Company issued 12,900,000  of its common shares

for the acquisition of 100% of the issued and outstanding  shares  of  Aussie

Soles International LLC (See Note 2).


9. INCOME TAXES


At  February  28,  2008,  the Company had accumulated non-capital loss carry-

forwards of approximately $158,000,  which  are  available  to reduce taxable

income in future taxation years. These losses begin to expire in 2025 after a

carry  forward  period of 20 years. Due to the uncertainty of realization  of

these losses carry-forwards, a full valuation allowance has been provided for

this deferred tax asset.


10.SUBSEQUENT EVENTS


Effective March 24,  2008  the Company amended its Articles of Incorporation

with the Secretary of State of Nevada  to effect the change of the Company's

name from K-9 Concepts, Inc. to Aussie Soles Group Inc..


Subsequent to February 29, 2008  the  Company adopted a stock option plan for

the issuance of up to 15% of its issued  and  outstanding  common  shares  to

employees  and  consultants  at  a price no less than the market price of the

Company's shares exercisable for a period of up to ten years. No options have

been granted in terms of the stock option plan.


<PAGE>

Forward-Looking Statements

This Form 10-QSB includes "forward-looking statements" within the meaning of

the "safe-harbor" provisions of the Private Securities Litigation Reform Act of

1995.  Such statements are based on management's current expectations and are

subject to a number of factors and uncertainties that could cause actual

results to differ materially from those described in the forward-looking

statements.


All statements other than historical facts included in this Form, including

without limitation, statements under "Plan of Operation", regarding our

financial position, business strategy, and plans and objectives of management

for the future operations, are forward-looking statements.


Although we believe that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will

prove to have been correct.  Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, market conditions, competition and the ability to successfully complete

financing.


ITEM 2. PLAN OF OPERATION


On February 15 2008, we entered into  an  exchange  agreement with Aussie Soles International LLC, an early stage leisure footwear company. In consideration of the  acquisition  of  a 100%  equity interest in Aussie Soles, the Company will issue up to 21 million shares of its  common  stock,  subject to certain escrow conditions and corporate milestones to be met by the principal of Aussie Soles.


Subsequent  to  the  quarter,  Craig  Taplin, founder and CEO  of Aussie  Soles International LLC became the CEO of K-9,  which has  changed its name to Aussie Soles Group Inc. The new company intends to hire a management team and formally commence operations in North America in the near future.


The  combined  enterprise intends to build the brand, "Aussie Soles{trademark}" into a globally known brand  of footwear and accessories for the fashion, surf, travel, and medical industries. The  combined  enterprise intends to accomplish its objectives by designing and marketing a complete line  of reasonably priced casual  footwear  and  related  accessories for all seasons, by co-branding its products  with  high-visibility  partners,   and   through patent  and  related

intellectual property protection.


We intend to retain one full-time sales person in the next  six months, as well as  an  additional  full-time sales person in the six months thereafter.  These individuals will be independent  contractors  compensated solely in the form of commission based upon sales they arrange.


We therefore expect to incur the following costs in the next 12 months in

connection with our business operations:


Marketing costs:              $20,000

General administrative costs: $40,000


Total:                        $70,000


In addition, we anticipate spending an additional $10,000 on administrative fees.  Total expenditures over the next 12 months are therefore expected to be $80,000.



<PAGE>

 

During the quarter, the Company completed the sale of $600,000 in  the  private placement of its securities at $0.40 per Unit on a pre- share split basis. Each Unit  consisted  of  one  pre-split share of the Company's common stock and one common share purchase warrant (a "Warrant").  Each  Warrant is exercisable into one pre-split  share  of  Common Stock at a pre-split exercise price of US$0.60 per Warrant Share, for  a  period  of  two years.   The  private  placement  is intended to finance potential acquisition  and  working  capital  requirements, including administrative  expenses  and  costs  incurred in connection with our review of potential  projects.  Although upon the  completion  of  the  private placement financing, we  will have sufficient funds  for  any immediate working capital needs, additional  funding may still be required in the  form of equity financing from  the  sale  of  our common  stock.  However, we do not have any arrangements in place for any future equity financing.

 

If  we  are  unable  to  raise  the  required  financing, we will be delayed in conducting our business plan.

 

Our ability to generate sufficient cash to support our operations will be based upon our sales staff's ability to generate sales.  We expect to accomplish this by securing a significant number of agreements with large  and small  retailers and  by  retaining  suitable salespersons  with  experience in the retail sales sector.


RESULTS OF OPERATIONS FOR PERIOD ENDING FEBRUARY 29, 2008

 

We earned interest income of $13,805 in the three-month  period  ended FEBRUARY 29,  2008. During  the  same period, we incurred operating expenses of $185,004 consisting of amorization expenses  of $161,863, filing and transfer agent fees of $1,878, professional fees of $14,081, management  fees  of $1,500, marketing fees of $2,000, travel and entertainment of $3,137 and bank charges of $545.

 

At  FEBRUARY 29 2008, we had assets of $20,143,767 consisting  of  $129,501  in cash,a  notes   receivable  of  $625,000, inventory  of  $183,210,  interest receivable of $16,331,  equipment  of  $106,500 and  $19,083,225  in intangible assets.  We had current accounts payable and accrued liabilities of $25,229 and $200,000 due to a related party as of FEBRUARY 29, 2008.

 

We  have  not  attained  profitable operations and are dependent upon obtaining financing to pursue our business plan.  For  these reasons our auditors believe that there is substantial doubt that we will be able  to  continue  as  a going concern.

 

ITEM 3 CONTROLS AND PROCEDURES

 

EVALUATION OF DISCLOSURE CONTROLS


We evaluated the effectiveness of our disclosure controls and procedures as  of FEBRUARY  29, 2008.   This  evaluation was conducted by Craig Taplin, our chief executive officer and Jeanne Mok, our principal accounting officer.

 

Disclosure controls are controls and  other  procedures  that  are  designed to ensure that information that we are required to disclose in the reports we file pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded, processed,summarized and reported.

 

LIMITATIONS ON THE EFFECTIVE OF CONTROLS

 

Our management does not expect that our disclosure controls or our internal

controls over financial reporting will prevent all error and  fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance  that  the  objectives  of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be  faulty and that  breakdowns  can  occur because of simple error or mistake. Additionally,controls  can  be circumvented by  the  individual  acts  of  some persons,  by collusion of two  or  more  people  or by management override of a control.  A design  of  a  control  system  is also based upon  certain  assumptions  aboutpotential future conditions; over time, controls  may become inadequate becauseof  changes  in conditions, or the degree of compliance  with the  policies  orprocedures may  deteriorate.  Because  of  the  inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may

not be detected.

 

CONCLUSIONS

 

Based upon their evaluation of our controls, Craig Taplin, our  chief executive officer and Jeanne Mok, our principal accounting officer, have concluded  that,ubject to  the limitations  noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis  during the  period  when our reports are being  prepared.  There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

 

PART II- OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company is not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.

 

ITEM 2. CHANGES IN SECURITIES

 

During the quarter, a stock split of the Company's authorized and issued common stock such that every one  of  the  Company's  common  stock  be  forward split for three  post split common shares of the Company was deemed effective by  the NASD.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the quarter ended February 29, 2008 the Company's directors and a majority of its shareholders approved an amendment to our Articles of

Incorporation to change our company's name from "K-9 Concepts, Inc." to "Aussie Soles Group Inc."


ITEM 5. OTHER INFORMATION

 

None.


ITEM 6. EXHIBITS AND REPORT ON FORM 8-K

31.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted

      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2  Certification pursuant to 18 U.S.C. Section 1350, as adopted

<PAGE>

      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted

      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2  Certification pursuant to 18 U.S.C. Section 1350, as adopted

      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Reports on Form 8-K

 

During and subsequent to  the  quarter  ended  February  29  2008, we filed the

following current report on Form 8-K:

 

1. On February 22, 2008, we announced that we entered into an exchange

agreement (the "Agreement") on February 15 2008 with Aussie Soles

International LLC, a Nevada limited liability company and an early

stage leisure footwear company. In consideration of the acquisition of

a 100% equity interest in Aussie Soles, the Company will issue up to

21 million shares in its common stock capital, subject to certain

escrow conditions and corporate milestones to be met by the principal

of Aussie Soles.

 

2. On April 7, 2008, we filed a current report on Form 8-K disclosing that

we have appointed Mr. Craig Taplin as President and Chief Executive

Officer of the Company, in place of Mr. Albert Au, who will continue to

serve as a director on the Company's Board of Directors.


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.


April 14, 2008

 


Aussie Soles Group Inc.


/s/ Craig Taplin

------------------------------

Craig Taplin, President


=============================================================

AMENDMENT SIGNATURE

Resubmitted: December 1, 2015

Now Called Predictive Technology Group, Inc. (f.k.a Global Enterprises Group, Inc.)(f.k.a Global Housing Group, Inc.)   In accordance with the requirements of the Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

By: Merle Ferguson

/s/ Merle Ferguson

Chairman

December 1, 2015