10-Q 1 greatwall10qclean52112.htm 10-Q 10Q 9-30-11



U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2012


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


Commission File No.333-153182


Great Wall Builders Ltd.,

(Exact name of registrant as specified in its charter)


Texas

71-1051037

(State or other jurisdiction

(I.R.S. Employer Identification No.)

of incorporation or organization)

 


Via Kennedy 16/a Cap 40069, Bologna, Italy

 (Address of principal executive offices)

 

+43-1-230-603-635

(Issuer's telephone number)

 

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated file

[  ]    

Accelerated filer

[  ]

Non-accelerated filer

[  ]

Small Reporting company

[X]


Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]


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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  [x] Yes   [  ] No

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the most practicable date: 349,819,293 as of May 10, 2012.








GREAT WALL BUILDERS Ltd.


Form 10-Q Report Index



 

Page No.

PART I. FINANCIAL INFORMATION

 

 

 

Item 1. Financial Statements

 

 

 

Condensed Balance Sheets (unaudited)

2

 

 

Condensed Statements of Operations (unaudited)

3

 

 

Condensed Statements of Cash Flows (unaudited)

4

 

 

Notes to Condensed Financial Statements (unaudited)

5-7

 

 

Item 2. Management Discussion and Analysis of Financial Condition

8

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

10

 

 

Item 4. Control and Procedures

10

 

 

PART II. OTHER INFORMATION

 

 

 

Item 1. Legal Proceedings

10

 

 

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

10

 

 

Item 3. Defaults Upon Senior Securities

10

 

 

Item 4. Mine Safety Disclosures

10

 

 

Item 5. Other Information

11

 

 

Item 6. Exhibit

11

 

 

Item 7. Signature

11









 PART 1: FINANCIAL STATEMENTS


Great Wall Builders Ltd.

(A Development Stage Company)

March 31, 2012

(unaudited)

Index



Balance Sheets

2


Statements of Operations

3


Statements of Cash Flows

4


Notes to the Financial Statements

5-7









GREAT WALL BUILDERS LTD.

(A Development Stage Company)

Balance Sheets

(Expressed in U.S. dollars)



 

 March 31,

 2012

 (unaudited)

 June 30,

 2011

 

 

 

 

ASSETS

 

 

 

 

 

Cash

$                 –

$           271

 

 

 

Total current assets

271

 

 

 

Property

37,500

 

 

 

Total Assets

$                 –

$      37,771

 

 

 

LIABILITIES

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

$          4,426

$              –

Loan from shareholder (Note 5)

66,082

Due to related parties (Note 4)

248,057

 

 

 

Total Liabilities

70,508

248,057

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Preferred stock

 

 

Authorized: 98,989,886 preferred shares with a par value of $0.0001 per share

 

 

Issued and outstanding: nil preferred shares

 –

 –

 

 

 

Common stock

 

 

Authorized: 918,816,988 common shares with a par value of $0.0001 per share

 

 

Issued and outstanding: 360,000,000 common shares

 36,002

 36,002

 

 

 

Additional paid-in capital

 30,298

 27,498

 

 

 

Accumulated deficit during the development stage

(136,808)

(273,786)

 

 

 

Total Stockholders’ Deficit

(70,508)

(210,286)

 

 

 

Total Liabilities and Stockholders’ Deficit

$                 –

$      37,771

 

 

 





(The accompanying notes are an integral part of these financial statements)


2





GREAT WALL BUILDERS LTD.

(A Development Stage Company)

Statements of Operations

(Expressed in U.S. dollars)

(unaudited)


 



For the

Three Months Ended

March 31,

For the

Nine Months Ended

March 31,

Accumulated from the Period from November 3, 2007 (Date of Inception) to March 31, 2012

$

2012

$

2011

$

2012

$

2011

$

 






Revenues

 $            –

 $           –

 $            –

 $          –

$       61,860

 

 

 

 

 

 

Cost of revenues

 –

 –

 –

 –

                           –

 

 

 

 

 

 

Gross profit

 

 

 

 

 

General and administrative

 10,025

 740

 36,579

 4,705

81,127

Management fees (Note 4)

 –

 19,545

 –

 58,635

291,098

 

 

 

 

 

 

Total Operating Expenses

 10,025

 20,285

 36,579

 63,340

372,225

 

 

 

 

 

 

Net Loss before Other Income (Expense)

 (10,025)

 (20,285)

 (36,579)

 (63,340)

(310,365)

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

 

 

Gain on settlement of debt (Note 4)

 –

 –

 173,557

 –

173,557

 

 

 

 

 

 

Net income (loss)

 $  (10,025)

 $ (20,285)

 $ 136,978

 $ (63,340)

$   (136,808)


Net loss per share – basic and diluted        

 $       (0.00)

 $      (0.00)

 

 $      (0.00)

 

 $      (0.00)

 


Weighted average shares outstanding – basic and diluted             

 

 360,000,000

 360,000,000

 

 360,000,000

  360,000,000

 

 

 

 

 

 

 












(The accompanying notes are an integral part of these financial statements)


3





GREAT WALL BUILDERS LTD.

(A Development Stage Company)

Statements of Cash Flows

(Expressed in U.S. dollars)

(unaudited)


 

For the Nine Months Ended

March 31,

2012

$

For the Nine Months Ended

March 31,

2011

$

Accumulated from the Period from November 3, 2007 (Date of Inception) to March 31,

2012

$

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net income (loss)

136,978

(63,340)

(136,808)

 

 

 

 

Adjustments to net income (loss) relating to non-cash operating items:

 

 

 

Gain on settlement of debt

(173,557)

(173,557)

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

7,226

63,272

7,226

Due to related parties

248,057

 

 

 

 

Net Cash Used In Operating Activities

(29,353)

(68)

(55,082)

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

Proceeds from issuance of common stock

26,000

Proceeds from loans from shareholders

66,082

66,082

Repayment to related parties

(37,000)

(37,000)

 

 

 

 

Net Cash Provided By Financing Activities

29,082

55,082

 

 

 

 

Decrease in Cash

(271)

(68)

 

 

 

 

Cash – Beginning of Period

271

580

 

 

 

 

Cash – End of Period

512

 

 

 

 

 

 

 

 

Supplemental disclosures of non cash flow information

 

 

 

 

 

 

Forgiveness of debt

2,800

 –

 

 

 

 

 

 

 

 


 


(The accompanying notes are an integral part of these financial statements)


4



GREAT WALL BUILDERS LTD.

(A Development Stage Company)

Notes to Financial Statements (unaudited)

March 31, 2012



1.

Nature of Operations and Continuance of Business

Great Wall Builders Ltd. (the “Company”) was incorporated in the State of Texas on November 3, 2007.  The Company formerly provided homes with a solar integrated system in Texas, with the plans to expand to other parts of the United States and China. The Company has ceased those operations and is now a development stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s focus is towards identifying and pursuing the development of a new business plan and direction. No assurances can be given that the Company will be successful in identifying and developing a successful business plan.

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at March 31, 2012, the Company has a working capital deficit of $70,508 and an accumulated deficit of $136,808. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 Management plan is to continue to pay the expenses of the Company until they can successfully enter into a business combination, merger, or acquire revenue providing assets.


2.

Summary of Significant Accounting Policies

a)

Basis of Presentation

       The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These unaudited financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended June 30, 2011 (2011 Form 10-K) as filed with the SEC.

b)   Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates.  

c)

Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash.  The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of March 31, 2012 and June 30, 2011.

d)

Revenue Recognition

The Company is in the development stage and has yet to realize revenues for the nine months ended March 31,   2012 and 2011.  The Company plans to recognize revenue from the sales of its products or services in accordance with ASC 605, “Revenue Recognition.” Revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the product or service has been provided, and collectability is reasonably assured.



5



GREAT WALL BUILDERS LTD.

(A Development Stage Company)

Notes to Financial Statements (unaudited)

March 31, 2012



2.

Summary of Significant Accounting Policies (continued)

e)

Loss per Common Share

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity.  As of March 31, 2012 and June 30, 2011, there were no outstanding dilutive securities.

f)   Fair Value of Financial Instruments

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

•  Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

•  Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•  Level 3 inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties.   The Company believes that the recorded values of all of its financial instruments approximate the current fair values because of their nature and respective maturity dates or durations.

Management believes it is not practical to estimate the fair value of advances from related parties because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.

g)

Recent Accounting Pronouncements

In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS) of Fair Value Measurement – Topic 820.”  ASU 2011-04 is intended to provide a consistent definition of fair value and improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS.  The amendments include those that clarify the FASB’s intent about the application of existing fair value measurement and disclosure requirements, as well as those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.  This update is effective for annual and interim periods beginning after December 15, 2011. The adoption of this ASU did not have a material impact on our financial statements.


3.

Property

On August 2, 2011, the Company settled amounts owing to the former President and CEO of the Company with a transfer of title to three residential lots with a value of $37,500 (Note 4).  As of March 31, 2012, the amount of property was $nil.  



6



GREAT WALL BUILDERS LTD.

(A Development Stage Company)

Notes to Financial Statements (unaudited)

March 31, 2012



4.

Related Party Transactions

a)

As at March 31, 2012, the Company owes $nil (June 30, 2011 - $248,057) to the former President and CEO of the Company. On August 2, 2011, the former President and CEO of the Company and a director of the Company resigned.  As part of the release and settlement agreement, the Company settled amounts owing of $248,057, with a final cash payment of $37,000, a transfer of title to three residential lots with a value of $37,500, resulting in a gain on settlement of debt of $173,557.  

b)

During the nine months ended March 31, 2012, the Company incurred $nil (2011 - $58,635) in management fees to the former President and CEO of the Company.

5.

Loan from Shareholder

As at March 31, 2012, the Company owes $66,082 (2011 - $0) to a shareholder of the Company for financing of day-to-day operations.  Under the terms of the loan, the amount owing is unsecured, non-interest bearing, and due on demand.  


6.

Stockholders’ Deficit

On November 22, 2011, the Company approved a seventy-five to one forward split, which increased the number of issued and outstanding common shares from 4,800,000 common shares to 360,000,000 common shares, which has been applied on a retroactive basis.

During the third quarter of 2012, $2,800 of consulting fees incurred for the Company were paid by a related party of the Company.  The amounts due were forgiven, resulting in an increase in additional paid in capital.  No gain or loss was recognized as part of this debt forgiveness.


7.

Subsequent Events

The Company entered in to an Asset Purchase Agreement to acquire certain intellectual property relating to manufacturing and distributing an electro-cracking devise designed to reduce emissions, lower fuel consumptions and improve engine performance. Under the terms of the agreement, the Company has agreed to issue 27,306,793 shares of restricted common stock in exchange for these assets. As of March 31, 2012, the agreement has not been finalized.  











7





Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

COMPANY OVERVIEW AND BUSINESS OPERATIONS OVERVIEW

 

Great Wall Builders Ltd. (the “Company”) was incorporated in Texas on November 3, 2007, under the laws of the State of Texas to engage in any lawful corporate undertaking.  The Company was previously engaged in developing a business plan to build affordable homes in the USA.


On March 28, 2012, the Company completed the acquisition of assets of DPOLUTION International, Inc. (DPOLUTION), a Nevada corporation including certain intellectual property related to manufacturing and distributing an electro cracking devise designed to reduce emissions, lower fuel consumption and improve engine performance.  The acquisition is expected to close on May, 2012.  Following completion of the acquisition, the Company plans to redirect its business plan to focus on developing its business relative to its acquisition.  The Company will research potential production and distribution options for products related to its recently acquired assets.


As of March 31, 2012, we had not generated any revenues.  We have been issued an opinion by our auditor that raises substantial doubt about our ability to continue as a going concern based on our current financial position.  Please refer to Note 1 of our financial statements.


RESULTS OF OPERATIONS


Working Capital


 

M

 

  

March 31,

June 30,

  

2012

$

2011

$

Current Assets

-

      271

Current Liabilities

70,508

248,057

Working Capital (Deficit)

(70,508)

(247,786)



Cash Flows


 

 

 

  

Nine months ended March 31,

2012

$

Nine months ended March 31,

2011

$

Cash Flows from (used in) Operating Activities

(29,353)

(68)

Cash Flows from (used in) Financing Activities

29,082

-

Net Increase (decrease) in Cash During Period

(271)

(68)


Operating Revenues


We have not generated any significant revenues since inception.


Operating Expenses and Net Loss


Operating expenses for the nine months ended March 31, 2012 were $36,579 compared with $63,340 for the nine months ended March 31, 2011. The decrease is due to the fact that the Company did not have any management fees for the current year but had higher general expenses relating to legal and transfer agent fees regarding the change in control/management that occurred during the year as well as increased accounting and rent.




8






During the nine months ended March 31, 2012, the Company recorded a net income of $136,978 compared with a net loss of $63,340 for the nine months ended March 31, 2011.   During the nine month period ended March 31, 2012, the Company settled $248,057 of amounts owing to the former management of the Company in exchange for a cash payment of $37,500 and three residential property lots valued at $37,500, which resulted in a gain on settlement of debt of $173,557.


Liquidity and Capital Resources


As at March 31, 2012, the Company’s cash and total assets was $nil compared to cash and total assets of $37,771 as at June 30, 2011. The decrease in cash and total assets was due to the fact that the Company incurred operating expenditures during the year and repaid/settled related party debts with payment of cash and disposed of items held as property.  


As at March 31, 2012, the Company had total liabilities of $70,508 compared with total liabilities of $248,057 as at June 30, 2011. The decrease in total liabilities is attributed to the settlement of $248,057 of outstanding related party debt from former management.   As of March 31, 2012, the Company had accumulated new debt from a shareholder in the amount of $66,082 which was used to pay for operating expenses incurred on by the Company.   


Cashflow from Operating Activities


During the nine months ended March 31, 2012, cash used in operating activities was $29,353 compared with $68 of cash flows used in operating activities during the nine months ended March 31, 2011.    The increase in the cash used for operating expenses is due to expenses incurred with respect to legal and filing fees incurred with the change in management and forward stock split of the Company’s issued and outstanding common shares.      

 

Cashflow from Financing Activities


During the nine months ended March 31, 2012, the Company received $29,082 of cash from financing activities compared with $nil during the nine months ended March 31, 2011.  The increase in cash flow from financing activities is related to funding provided by a shareholder of the Company to fund operating expenses and settle amounts owing from the former President and Director of the Company.    


PLAN OF OPERATION AND FUNDING

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds, advance from our officer and director, and further issuances of securities or debt. Our working capital requirements are expected to increase in line with the growth of our business.


Existing working capital, further advances from our officer and director, and anticipated cash flow are expected to be adequate to fund our operations over the next 12 months. We have no lines of credit or other bank financing arrangements.  Generally, we have financed operations to date through the proceeds of the private placement of equity and advance from officer and director.  In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to:


(i) acquisition of businesses or assets; (ii) professional fees relating to such acquisitions; (iii) international and domestic travel expenses (iv) other expenses related to being a public company.  We intend to finance these expenses with further issuances of securities, advance from our officer and director and debt.  Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements.


OFF-BALANCE SHEET ARRANGEMENTS


As of the date of this Quarterly Report, we do not have 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,




9





revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a small reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information.

 

Item 4: CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

In connection with the preparation of this quarterly report, an evaluation was carried out by the Company management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act") as of March 31, 2012. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

 

Based on that evaluation, the Company management concluded, as of the end of the period covered by this report, that the Company disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission rules and forms, and such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II. OTHER INFORMATION


Item 1: LEGAL PROCEEDINGS

 

We are not a party to any pending legal proceeding.  We are not aware of any pending legal proceeding to which any of our officers, directors of our voting securities are adverse to us or have a material interest adverse to us.


Item 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


There were no unregistered sales of equity securities during the quarterly period ended March 31, 2012.


Item 3: DEFAULTS UPON SENIOR SECURITIES


None


Item 4: MINE SAFETY DISCLOSURES


None.





10





Item 5: OTHER INFORMATION


None.

 

Item 6: EXHIBITS


Exhibit 31.

 Certification of Daniele Brazzi pursuant to rule 13a-14a.

 

Exhibit 32

Certification of Daniele Brazzi pursuant to 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 Definition Linkbase Document


101.PRE*

XBRL Taxonomy Extension Defition Linkbase Document


*  XBRL 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.



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.



Great Wall Builders Ltd.


/s/ Daniele Brazzi

By: Daniele Brazzi

Chief Executive Officer/Chief Financial Officer


May 21, 2012





11