UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2014

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________

Commission File No. 000-54354

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  þ  No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ   No o

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

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

The number of shares outstanding of each of the issuer's classes of common equity as of August 13, 2014 is as follows:

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TABLE OF CONTENTS

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PART I – FINANCIAL INFORMATION

AF OCEAN INVESTMENT MANAGEMENT COMPANY

CONSOLIDATED BALANCE SHEETS

See accompanying notes to the unaudited consolidated financial statements.

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		Six months ended June 30,								Three months ended June 30,
		2014				2013				2014				2013
Revenue
Management Fee Income		$	111,033			$	-			$	28,783			$	-
Consulting Fee Income			-				315,000				-				135,000
Total Income		$	111,033			$	315,000			$	28,783			$	135,000
Costs and Expenses
General and Administrative			113,114				114,679				72,359				51,066
Payroll			109,349				69,458				58,895				36,752
Professional Fees			115,524				118,506				47,556				68,104
Total Costs and Expenses		$	337,987			$	302,643			$	178,810			$	155,922
Operating (Loss) Income		$	(226,954	)		$	12,357			$	(150,027	)		$	(20,922	)
Other Income (Expense)			(391	)			12,984				-				12,984
Interest Income (Shanghai and US)			248				177				125				85
Debt Discount Amortization Expense			-				(25,976	)			-				(12,988	)
Total Other Income (Expense)			(143	)			(12,815	)			125				81
Net (Loss) Income		$	(227,097	)		$	(458	)		$	(149,902	)		$	(20,841	)
Foreign Currency (Loss) Gain			(1,214	)			134				(109	)			134
Net Comprehensive (Loss) Income		$	(228,311	)		$	(324	)		$	(150,011	)		$	(20,707	)
Earnings Per Share – Basic and Dilutive			(0.00	)			(0.00	)			(0.00	)			(0.00	)
Weighted average shares			92,106,626				7,327,720				92,107,312				7,327,720

See accompanying notes to the unaudited consolidated financial statements.

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AF OCEAN INVESTMENT MANAGEMENT COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

		Six Months Ended June 30,
		2014 (Unaudited)				2013 (Unaudited)
Operating activities
Net (Loss) Income		$	(227,097	)		$	(458	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and Amortization Expense			3,233				1,812
Bad Debt			20,000				-
Stock Based Compensation			42,000				-
Amortization of Debt Discount			-				25,976
Note Receivable			2,000				-
Accounts Receivable			135,000				-
Accounts Payable			2,227				610
Other Current Asset			(2,555	)			-
Deferred Revenue			-				(180,000	)
Payroll Liabilities and Accrued Expenses			(15,508	)			3,356
Prepaid Expenses			2,247				-
Net Cash (Used) in Operating Activities		$	(38,453	)		$	(148,704	)
Investing Activities
Advances on Notes Payable			-				(6,000	)
Purchase of Property and Equipment			(1,271	)			(2,682	)
Net cash used in investing activities		$	(1,271	)		$	(8,682	)
Financing activities
Proceeds from Share Issuance			-				425,000
(Repayments to) Advances from Related Parties			-				(58,990	)
Payments on Notes Payable			(100,000	)			-
Net Cash (used in) Provided by Financing Activities		$	(100,000	)		$	366,010
Foreign Currency Translation			(1,214	)			134
Net increase (decrease) in cash			(140,938	)			208,758
Cash and Cash Equivalents, beginning of period			569,825				402,510
Cash and Cash Equivalents, end of period			428,887				611,268
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest		$	8,180			$	2,500
Taxes		$	-			$	-

See accompanying notes to the unaudited consolidated financial statements.

 

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AF OCEAN INVESTMENT MANAGEMENT COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

AF Ocean Investment Management Company, formerly known as Dinello Restaurant Ventures, Inc., was incorporated under the laws of the State of Florida on April 2, 2003.  AF Ocean Investment Management Company (together with its subsidiaries, hereinafter collectively referred to as the "Company", "AF Ocean" or "we") promotes business relations and exchanges between Chinese and U.S. companies, facilitating international mergers and acquisitions, and increasing co-operation between Chinese companies and Wall Street financial institutions.  The mission is to help Wall Street investors identify and work with respectable and reputable Chinese counterparts and companies and assist Chinese corporations to understand that the only way to benefit from the world's biggest capital market is through strict and consistent adherence to the rules and regulations that govern companies listed on American stock exchanges.

Basis of Consolidation.

The financial statements include the accounts and activity of AF Ocean Investment Management Company and its wholly owned subsidiary, AF Ocean Investment Management Company (Shanghai Ltd. as of July 6, 2012, the date of acquisition.  All intercompany balances and activity have been eliminated.

Basis of Presentation and Use of Estimates.

 

Cash and Cash Equivalents.  Cash is maintained with a major financial institution in the United States.  Deposits with this bank may exceed the amount of insurance provided on such deposits.  Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk.  The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.  The cash for the Company's wholly foreign owned entity, AF Ocean Investment Management Company (Shanghai Ltd.). ("AF Ocean (Shanghai)"), is maintained with a state owned financial institution in Shanghai, China. All currency is in represented in US Dollars.

Accounts receivable

Accounts receivable represent amounts due from customers in the ordinary course of business.  The Company considers accounts more than 90 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. The Company considers all accounts receivable to be collectable and consequently has provided no allowance for doubtful accounts.

Property and Equipment.  Property and equipment is stated at cost.  Depreciation is computed by the straight-line method over estimated useful lives.   The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment exists at June 30, 2014.

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Foreign Currency Translation.  The Company addressed the effect of the exchange rate differences resulting from the translation of the financial statements of its wholly foreign owned entity ("WFOE"), AF Ocean (Shanghai), into the consolidated corporate statements on the Balance Sheet with an accumulated exchange rate adjustment of ($687).  The effect of the foreign currency translation is recorded in other comprehensive income.

Intangible Assets.   Intangible assets consist of business licenses in the Peoples' Republic of China and goodwill acquired in an acquisition during  2012.  Management believes that these assets have unlimited lives and will not be amortized.

Impairment of Long-lived Assets. Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  We did not recognize any impairment losses for any periods presented.

Revenue Recognition.  Revenue from consulting services is recognized according to the terms of the consulting agreement.  Generally, consulting revenue will be recognized over the term of the agreement.  At times deposits or prepayments may result in deferred revenue which will be recognized into income as the services are performed.

Share-based Compensation.  The Company may issue stock options whereby all share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented.

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718.  ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees.  The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.  The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50.  The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model.

The Company may issue restricted stock for various business and administrative services.  Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.   There were 42,000 shares issued to Mr. Xeuji for share based compensation paid in the six months ended June 30, 2014. There were no shares issued during the year ended December 31, 2013.

Earnings per Share.  In accordance with ASC 260-10, "Earnings Per Share", basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period.  Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.  At June 30, 2014 dilutive earnings per share were anti-dilutive compared to June 30, 2013, there were no anti-dilutive shares.

Segment Information.  In accordance with the provisions of ASC 280-10, "Disclosures about Segments of an Enterprise and Related Information", the Company is required to report financial and descriptive information about its reportable operating segments which meet the quantitative thresholds delineated.  The Company has one reporting segment that does not meet any of the quantitative thresholds to require separate reporting.   However, see Note 8 for limited disclosure.

 

Recent Accounting Pronouncements.  The Company reviews new accounting pronouncements as issued. No new updates had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to June 30, 2014 through the date these financial statements were issued.

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The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had $111,033 in revenue for the six months ended June 30, 2014 from management fees.  During that same period, the Company had a net loss of ($227,097). These factors indicate the Company is generating revenues; however the Company's continuation as a going concern is dependent upon its ability to generate revenues through its new business direction.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

On December 23, 2013, AF Ocean Investment Management Company (Shanghai Ltd.)., and ChinAmerica Andy Movie Entertainment Media Co. ("ChinAmerica") entered into a management agreement.  This agreement calls for AF Ocean to receive and maintain all money in an escrow like fashion on behalf of ChinAmerica. When the money is deposited into AF Ocean a ten percent (10%) management fee will be earned by for the collection and maintenance of the funds received.

As of June 30, 2014, payments totaling ($983,330) (USD) have been received though AF Ocean Investment Management Company (Shanghai Ltd.) on behalf of ChinAmerica.

As of period ended June 30, 2014 AF Ocean Investment Management Company (Shanghai Ltd.) collected a total of $98,333 in management fees from ChinAmerica.

On February 3, 2014, the Company paid $107,788 to Island Capital Management as payment in full on the $100,000 ICM Note.

As of June 30, 2014 and December 31, 2013, the Company had 92,147,466 and 92,105,466 shares of common stock issued and outstanding, respectively. As of June 30, 2014, the subscription receivable due from the majority shareholder is $74,093.  There are no terms determined and the receivable is expected to be settled before the end of the year.

Stock issuance during the six months ended June 30, 2014, were as follows:

The Company has no options or warrants issued or outstanding and no preferred shares have been issued as of June 30, 2014.

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In the third quarter of 2012, we acquired one operating segment, AF Ocean-Shanghai., in Shanghai, China, a provider of stock transfer agent and other business services to Chinese individuals who have investments in U.S. companies.   The following are the expenses attributed to AF Ocean-Shanghai for the six months ended June 30, 2014 as compared to the year ended December 31, 2013. At this time, the operating segment does not meet any of the quantitative thresholds which would require separate reporting of its operations, however, management believes that the following information about the segment would be useful to readers of the financial statements.

Schedule of Segment Reporting Information by Segment

Property consists of equipment purchased for the production of revenues:

Assets were depreciated over their useful lives when placed in service.  Depreciation expense was $3,233 and $1,812 for the six months ended June 30, 2014 and 2013, respectively.

In July, 2014, the Company issued a total of 395,951,826 shares of common stock and 5,000,000 shares of Series A preferred stock. Management has evaluated subsequent events through August 14, 2014, the date the financial statements were available to be issued.  Management is not aware of any other significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring additional adjustments or disclosures.

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The following discussion should be read in conjunction with our financial statements and the notes thereto.

Forward-Looking Statements

This quarterly report contains forward-looking statements relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this Report, the words "anticipate", "believe", "estimate", "expect", "intend", "plan" and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management's current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: our potential inability to raise additional capital, the possibility that third parties hold proprietary rights that preclude us from marketing our products, the emergence of additional competing technologies, changes in domestic and foreign laws, regulations and taxes, changes in economic conditions, a general economic downturn, a downturn in the securities markets, Securities and Exchange Commission regulations which affect trading in the securities of "penny stocks," and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Report as anticipated, estimated or expected.

Use of Certain Defined Terms

Except as otherwise indicated by the context, references in this report to "AF Ocean" "we," "us," or "our" and the "Company" are references to the business of AF Ocean Investment Management Company.

Use of GAAP Financial Measures

We use GAAP financial measures in the section of this quarterly report captioned "Management's Discussion and Analysis and Results of Operation." All of the GAAP financial measures used by us in this report relate to the inclusion of financial information.

Overview

This subsection of MD&A is an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance, our overall business strategy and our earnings for the periods covered.

 

We are an operating company in the business consulting services. We have a limited operating history from our current consulting service business.

Our Board of Directors believes that we can operate as a business consulting firm during the next twelve months.  A change in the strategic business direction of the company may take years to complete and future cash flows, if any, are impossible to predict at this time. The realization value from any strategic change in operations is largely dependent on factors beyond our control such as the market for our services.   We may raise cash from sources other than our operations. Our only other source for cash at this time is investment by others in the Company.

Employees

As of June 30, 2014, there were (5) full time employees (3) in Shanghai, China, and (2) in Florida.  This does not include the sole officer and director who manages the Company.

Critical Accounting Policies

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Our actual results could differ from those estimates.  To be as accurate with our estimates as possible, we use our historical data to forecast our future results.  Deviations from our projections are addressed when our financials are reviewed on a monthly basis.  This allows us to be proactive in our approach to managing our business.  It also allows us to rely on proven data rather than having to make assumptions regarding our estimates.

Management does not believe that our actual results are related to any sensitivity in estimates made by management.  The year-end consistency of our results has shown that our prior year's historical data is the best projector of our future results.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

Impairment of Long-Lived Assets

FASB ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  We assess the potential impairment of long-lived assets, principally property and equipment, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We determine if there is impairment by comparing undiscounted future cash flows from the related long-lived assets with their respective carrying values. In determining future cash flows, significant estimates are made by us with respect to future operating results of the restaurant over its remaining lease term. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset carrying amount exceeds its fair value. This process of assessing fair values requires the use of estimates and assumptions, which are subject to a high degree of judgment. The adoption of FASB ASC 360 has not materially affected the Company's reported earnings, financial condition or cash flows.

Results of Operations for the Six Months Ended June 30, 2014 and 2013

The following table provides a summary of the results of operations for the six months ended June 30, 2014 and 2013 and for the last two full fiscal years.

Summary of Results of Operations

Liquidity and Capital Resources

As of June 30, 2014, we had cash and cash equivalents of $428,887.

In the event we are unable to generate sufficient funds to continue our business efforts or if the company is pursued by a larger company for a business combination we will analyze all strategies to continue the company and maintain or increase shareholder value.  Under these circumstances we would consider a merger, acquisition, joint venture, strategic alliance, a roll-up, or other business combination for the purposes of continuing the business and maintaining or increasing shareholder value.  Management believes its responsibility to maintain shareholder value is of paramount importance, which means the Company should consider the aforementioned alternatives in the event funding is not available on favorable terms to the Company when needed.

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Table 1.0 Comparison of our Consolidated Statement of Operations for the Six Months Ended June 30, 2014 and 2013

Revenue.

For the six months ended June 30, 2014, total revenue was $111,033, compared to $315,000 for the six months ended June 30, 2013, respectively. The 65% reduction in revenue is due to the consulting agreements that were completed by the last fiscal quarter of 2013. Revenue generated in the six months ending June 30, 2014 was directly attributable to the management agreement that we entered into on December 23, 2013 with ChinAmerica.

Operating Expenses.

The decrease in expenses for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 is due primarily to the decreased expenses in management fees and travel expenses.

Net Income (Loss).

As a result of the factors described above, we had a net loss of ($227,097) and ($458) for the six months ended June 30, 2014, as compared to 2013.

Table 2.0 Comparison of our Consolidated Statement of Operations for the Three Months Ended June 30, 2014 and 2013

Revenue.

For the three months ended June 30, 2014, total revenue was $28,783, compared to $135,000 for the three months ended June 30, 2013, respectively. The 79% reduction in revenue is due to the consulting agreements that were completed by the last fiscal quarter of 2013.

Operating Expenses.

The increase in expenses for the three months ended June 30, 2014 compared to the three months ended June 30, 2013 is due primarily to the increased payroll for the three months ended June 30, 2014.

Net Income (Loss).

As a result of the factors described above, we had a net loss of ($149,902) and ($20,841) for the six months ended June 30, 2014, as compared to 2013.

Liquidity and Capital Resources

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company had revenue from management fees of $111,033 and a net loss of ($227,097) for the six months ended June 30, 2014 compared to revenue of $315,000 and net income of ($458) for the six months ended June 30, 2013. These factors indicate the Company is generating revenues; however, The Company's continuation as a going concern is dependent upon its ability to continue to generate revenues through its new business direction.

Inflation

Inflation does not materially affect our business or the results of our operations.

Recent Accounting Pronouncements

The Company has carefully considered the new pronouncements that altered generally accepted accounting principles.  The Company does not believe that any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term.

Off-Balance Sheet Arrangements

We do not have any off-balance arrangements.

The following discussion about the Company's market rate risk involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements.

In general, business enterprises can be exposed to market risks, including fluctuation in commodity and raw material prices, foreign currency exchange rates, and interest rates that can adversely affect the cost and results of operating, investing, and financing. In seeking to minimize the risks and/or costs associated with such activities, the Company manages exposure to changes in commodities and raw material prices, interest rates and foreign currency exchange rates through its regular operating and financing activities. The Company does not utilize financial instruments for trading or other speculative purposes, nor does the Company utilize leveraged financial instruments or other derivatives.

Our operations are conducted primarily in the United States and are not subject to foreign currency exchange rate risk. Some of our products are sourced internationally and may fluctuate in cost as a result of foreign currency swings; however, we believe these fluctuations have not been significant.

 

Disclosure Controls and Procedures.

 

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company's Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company's management, as appropriate, to allow timely decisions regarding required disclosure.

The Company's management, with the participation of our principal executive and principal financial officer evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were not effective.

Changes in Internal Controls over Financial Reporting

There was no change in the Company's internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II – OTHER INFORMATION

 

On June 26, 2014, we issued 42,000 shares of our common stock to Mr. Sun Xueji as stock-based compensation.  Mr. Xueji is a manager in connection with our China operations through our wholly-owned subsidiary, AF Ocean-Shanghai.  The aggregate value of the 42,000 shares is $42,000, based on a $1.00 closing price of our common stock on the OTCQB tier of the OTC marketplace on July 16, 2014.  The offering of the shares was not registered under the Securities Act of 1933, as amended (the "Securities Act"), but was made in reliance upon the exemptions from the registration requirements of the Securities Act set forth in Section 4(2) and Rule 903 of Regulation S promulgated thereunder, insofar as the common stock was offered and sold in an "offshore transaction" and there were no "directed selling efforts" in or into the United States of the common stock, all within the meaning of Rule 902 of Regulation S.  Furthermore, the recipient is not a United States citizen; nor did he acquire the common stock for the account or benefit of a United States citizen.  The recipient of the shares took them for investment purposes without a view to distribution and he had access to information concerning us and our business prospects.  Furthermore, there was no general solicitation or advertising for the purchase of the shares, and the shares are restricted pursuant to Rule 144 under the Securities Act.

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SIGNATURES

 

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.