x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended March 31, 2018
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Formerly known as Sheng Ying Entertainment Corp.)
(Formerly known as Crowd 4 Seeds, Inc.)
|(Exact name of registrant issuer as specified in its charter)|
|(State or other jurisdiction of incorporation or organization)||(I.R.S. Employer Identification No.)|
|5348 Vegas Drive, Las Vegas, NV 89108|
|(Address of principal executive offices)|
|Registrant’s phone 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 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 such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files). YES ¨ NO x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer||¨||Accelerated filer||¨|
|Non-accelerated filer||¨||Smaller reporting company||x|
|Emerging growth company||x|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
|Class||Outstanding at March 31, 2018|
|Common Stock, $.001 par value||28,111,000|
|PART I - FINANCIAL INFORMATION|
|ITEM 1.||FINANCIAL STATEMENTS:||3|
|Balance Sheets as of March 31, 2018 (unaudited) and December 31, 2017||3|
|Statements of Operations for the Three Months Ended March 31, 2018 and March 31, 2017 (unaudited)||4|
|Statements of Cash Flows for the Three Months Ended March 31, 2018 and March 31, 2017 (unaudited)||5|
|Notes to Financial Statements (unaudited)||6|
|ITEM 2.||MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS||8|
|ITEM 3.||QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK||10|
|ITEM 4.||CONTROLS AND PROCEDURES||10|
|PART II - OTHER INFORMATION|
|ITEM 1.||LEGAL PROCEEDINGS||12|
|ITEM 1A.||RISK FACTORS||12|
|ITEM 2.||UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS||12|
|ITEM 3.||DEFAULTS UPON SENIOR SECURITIES||12|
|ITEM 4.||MINE SAFETY DISCLOSURE||12|
|ITEM 5.||OTHER INFORMATION||12|
PART I - FINANCIAL INFORMATION
ITEM I — FINANCIAL STATEMENTS
|March 31,||December 31,|
|Total current assets||283,613||–|
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)|
|Accounts payable and accrued liabilities||$||21,465||$||6,169|
|Total current liabilities||21,465||6,169|
|COMMITMENTS AND CONTINGENCIES|
|Preferred stock; $.001 par value, 5,000,000 shares authorized, none issued and outstanding||–||–|
|Common stock; $.001 par value, 112,500,000 shares authorized, 28,111,000 shares issued and 27,010,000 shares issued outstanding as of March 31, 2018 and December 31, 2017, respectively||28,111||27,010|
|Additional paid-in capital||1,304,818||291,725|
|Total stockholders’ equity (deficit)||262,148||(6,169||)|
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)||$||283,613||$||–|
The accompanying notes are an integral part of these unaudited financial statements.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017
|Selling, general and administrative expenses||$||745,877||$||24,073|
|Loss from operations||(745,877||)||(24,073||)|
|Other expenses, net||–||–|
|Loss before provision for income taxes||(745,877||)||(24,073||)|
|Provision for income taxes||–||–|
|Net loss per common share – basic and diluted||$||(0.03||)||$||(0.00||)|
|Weighted average common shares outstanding – basic and diluted||27,314,589||9,054,000|
The accompanying notes are an integral part of these unaudited financial statements.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017
|Three Months Ended March 31,|
|Cash flow from operating activities:|
|Adjustments to reconcile net loss to net cash used in operating activities:|
|Stock based compensation||712,994||–|
|Changes in operating assets and liabilities:|
|Accounts payable and accrued liabilities||15,296||24,073|
|Net cash used in operating activities||(17,587||)||–|
|Cash flow from financing activities:|
|Contribution of cash by officer||200||–|
|Proceeds from equity issuance||301,000||–|
|Net cash provided by financing activities||301,200||–|
|NET CHANGE IN CASH||283,613||–|
|CASH AT BEGINNING OF PERIOD||–||1,130|
|CASH AT END OF PERIOD||$||283,613||$||1,130|
|Supplemental disclosure of cash flow information:|
|Cash paid for interest||$||–||$||–|
|Cash paid for income taxes||$||–||$||–|
|Common stock issued for asset acquisition||$||200,000||$||–|
|Expenses paid by related party on behalf of the Company||$||–||$||17,291|
The accompanying notes are an integral part of these unaudited financial statements.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND GOING CONCERN
We plan to focus on the development, sale and distribution of hemp oil-based products that contain naturally occurring cannabinoids, including cannabidiol ("CBD") and other products containing CBD-rich hemp oil (“Legal Hemp”).
Vitalibis (the “Company”) was formed on April 11, 2014 as a Nevada corporation, under the name of Crowd 4 Seeds, Inc.
On January 9, 2017, the Company filed with Secretary of State of Nevada to change its name to Sheng Ying Entertainment Corp. On April 24, 2017, the Financial Industry Regulatory Authority (“FINRA”) approved the name change. The Company’s common stock symbol was also changed from CWWD to SALL, effective April 25, 2017.
On January 18, 2018, our Board of Directors approved an agreement and plan of merger to merge with and into our wholly-owned subsidiary, Vitalibis, Inc., a Nevada corporation, and our name changed from Sheng Ying Entertainment Corp. to Vitalibis, Inc. Vitalibis, Inc. was formed solely to effect the change of name and conducted no operations. The Company’s common stock symbol was also changed from SALL to VCBD, effective, March 7, 2018.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and generated negative cash flows from operations since inception. Due to these conditions, it raised substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern.
NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission. Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring adjustments) to present the financial position of the Company as of March 31, 2018 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the operating results for the full fiscal year. These financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent year ended December 31, 2017 have been omitted.
Employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period.
Share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value.
NOTE 3 – STOCKHOLDERS’ DEFICIT
The Company effected a 2.5 for 1 forward stock split of our number of authorized shares of the Common Stock and a corresponding increase in the number of issued and outstanding shares of Common Stock held by each stockholder of record as of February 8, 2018, the “Effective Date” of the forward split, as set by the Financial Industry Regulatory Authority (“FINRA”). All shares referenced have been respectively adjusted to reflect this stock split.
On the Effective Date, our total authorized shares of Common Stock increased from 45,000,000 to 112,500,000 shares, and our total issued and outstanding shares of Common Stock increased from 10,804,000 to 27,010,000 shares; the par value of $0.001 will remain the same. Any fractional shares resulting from the split will be rounded up to the next whole number. The total authorized shares of our Preferred Shares was not affected and will remain at 5,000,000.
In March 2018, the Company sold 301,000 shares of its restricted common stock at a price of $1.00 per share, for total net proceeds of $301,000.
In March 2018, the Company issued a total of 600,000 shares of common stock to 6 consultants. In addition, the Company committed to issue an additional 850,000 of shares that will vest between May 2018 and February 2019. The Company recorded $712,994 of compensation cost related to these shares.
In March 2018, the Company issued 200,000 shares of common stock valued at $200,000 to acquire a license from VOTOCAST, INC., as discussed in Note 5. It was determined to be a transaction with an entity under common control and the share issuance was determined to be a deemed distribution to the related party for the value of the shares in excess of the historical carry over basis of the asset.
NOTE 4 – TRANSACTION WITH RELATED PARTIES
In March 2018, the Company entered into an Agreement with VOTOCAST, INC. dba newkleus, a California corporation formed and owned by Steven Raack, the President, CEO and a Director of the Company. The Company will receive an exclusive license in the cannabis industry for the state-of-the-art newkleus™ technology to (1) facilitate Vitalibis’ micro-influencer sales model, and (2) enhance and compliment Vitalibis’ social media strategy.
The Agreement grants Vitalibis™ an exclusive license for the newkleus patent-pending, user-generated content (UGC) technology for all applications in the cannabis industry. The integration of the newkleus technology allows Vitalibis to create an interactive digital community, while concurrently acquiring valuable user data and content, all of which Vitalibis anticipates will (1) increase customer acquisition and retention and (2) build direct, meaningful and loyal customer relationships.
The Company paid 200,000 shares upon execution of the agreement and a monthly fee ranging from $0 to $2,000 depending of usage volume. In addition, newkleus will provide operational and business development consulting services.
During the three months ended March 31, 2018, $200 of cash was contributed to the Company by the Chief Financial Officer to open the Company’s bank account.
NOTE 5 – SUBSEQUENT EVENTS
In April 2018, the Company entered into an agreement to develop its website and various user interfaces at a project cost of $100,000. A payment of $50,000 was due, and paid, at the commencement of the contract, with the balance due at various milestones.
On April 27, 2018, OTC Markets approved the move of the Company’s trading platform for its Common Stock from the OTC-BB (Pink Sheets) to the OTCQB Marketplace.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.
Company was incorporated in Nevada on April 11, 2014 as Crowd 4 Seeds Inc. Most of the activity through March 31, 2018 involved incorporation efforts, registration to become a reporting company, planning our business and developing our website. No business operations were engaged in by the Company since inception.
After change in ownership October 2017, the Company had new management team on board and the Company’s business plan has been changed substantially by the new management team to focus on the marketing of hemp-based products.
Results of Operations
Three months ended March 31, 2018 compared to three months ended March 31, 2018
Selling, General and Administrative Expenses
Selling, general and administrative expenses amounted to $745,877 and $24,073, respectively for the three months ended March 31, 2018 and 2017. The amount incurred is mainly consulting fees, professional fees to transfer agent, auditor and accountant, EDGAR filing services and management expenses. Of the total expense for the three months ended March 31, 2018, $712,994 was stock based compensation to various consultants.
Liquidity and Capital Resources
The following is a summary of the Company’s cash flows used in operating activities for the nine months ended March 31, 2018 and 2017:
|Net cash used in operating activities||$||(17,587||)||$||(0||)|
As of March 31, 2018, most of our resources and work have been devoted to planning our new business and completing our corporate changes through FINRA, paying auditor and accountant fees and making our related securities filings with the SEC.
We are a public company and as such we have incurred and will continue to incur significant expenses for legal, accounting and related services. As a public entity, subject to the reporting requirements of the Exchange Act of 1934, we incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will range up to $80,000 per year over the next few years and may be significantly higher if our business volume and transactional activity increases but should be lower for this year in 2018 because our overall business volume (and financial transactions) will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 until we exceed $75 million in market capitalization (if ever). These obligations will certainly reduce our ability and resources to expand our business plan and activities. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling outstanding obligations (i.e. issuance of restricted shares of our common stock) and compensate independent contractors who provide professional services to us, although there can be no assurances that we will be successful in any of these efforts. We will also reduce compensation levels paid to management (if we attract or retain outside personnel to perform this function) if there is insufficient cash generated from operations to satisfy these costs.
We hope to be able to use our status as a public company to enable us to use non-cash means of settling obligations and compensate persons and/or firms providing services to us, although there can be no assurances that we will be successful in any of those efforts. However, these actions, if successful, will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management. The Company may offer shares of its common stock to settle a portion of the professional fees incurred in connection with its registration statement. No negotiations have taken place with any professional and no assurances can be made as to the likelihood that any professional will accept shares in settlement of obligations due to them.
As of March 31, 2018, total liabilities increased to $21,465 from $6,169 as of December 31, 2017, mainly because the Company accrued sums for professional fees, auditor and accounting fees, filing and compliance fees, etc., to engage in corporate changes through FINRA, maintain the company’s listed status acquire assets for the Company’s new business plan and operations.
Our auditor has issued a “going concern” qualification as part of its opinion in the Audit Report for the year ending December 31, 2017, and our unaudited financial statements for the quarter ended March 31, 2018, include a “going concern” note disclosing that our ability to continue as a going concern is contingent on us being able to raise working capital to grow our operations and generate revenue.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions.
Recently Issued Accounting Pronouncements
In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. These amendments clarify the definition of a business. The amendments affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this ASU are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted under certain circumstances. The amendments should be applied prospectively as of the beginning of the period of adoption. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC`s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of March 31, 2018, that our disclosure controls and procedures are not effective at a reasonable assurance level and are designed to provide reasonable assurance that the controls and procedures will meet their objectives due to the material weaknesses described below. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:
|(1)||pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;|
|(2)||provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and|
|(3)||provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.|
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.
Based on this assessment, management has concluded that as of September 30, 2017, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles due to the existence of the following material weaknesses:
|·||Lack of segregation of duties|
|·||Lack of audit committee and independent directors|
|·||Lack of well established procedures to authorize and approve related party transactions|
Although we are unable to meet the standards under COSO because of the limited resources available to a company of our size, we are committed to improving our financial organization. As funds become available, we will undertake to: (1) create a position to segregate duties consistent with control objectives, (2) increase our personnel resources and technical accounting expertise within the accounting function (3) appoint one or more independent directors to our board of directors who shall be appointed to a Company audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and (4) prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not a party to any legal proceeding or litigation.
Item 1A. Risk Factors.
As 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.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosure.
Item 5. Other Information.
Item 6. Exhibits.
|31||Certification of President pursuant to Exchange Act Rule 13a-14 and 15d-14.|
|32||Certification of the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.|
|101.INS **||XBRL Instance Document|
|101.SCH **||XBRL Taxonomy Extension Schema Document|
|101.CAL **||XBRL Taxonomy Extension Calculation Linkbase Document|
|101.DEF **||XBRL Taxonomy Extension Definition Linkbase Document|
|101.LAB **||XBRL Taxonomy Extension Label Linkbase Document|
|101.PRE **||XBRL Taxonomy Extension Presentation Linkbase Document|
|**||XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FORMERLY KNOWN AS SHENG YING ENTERTAINMENT CORP.
(FORMERLY KNOWN AS CROWD 4 SEEDS, INC.)
|Date: May 10, 2018||By:||/s/ Steven Raack|
|Chief Executive Officer|