o
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
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For the quarterly period ended June 30, 2014 | |
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
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For the transition period from ____to____ |
APT MotoVox Group, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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27-1668227 | |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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8844 Hillcrest Road, Kansas City, Missouri 64138
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(Address of principal executive offices) (Zip Code)
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816-767-8783
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(Registrant’s Telephone Number, including area code)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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þ
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Page | |||
PART I | FINANCIAL INFORMATION | ||
3 | |||
8 | |||
11 | |||
12 | |||
PART II | OTHER INFORMATION | ||
13 | |||
13 | |||
13 | |||
15 | |||
15 | |||
15 | |||
16 |
June 30,
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December 31,
|
|||||||
2014
|
2013
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 412,063 | $ | 124,518 | ||||
Accounts receivable, net
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1,607,030 | 2,328,717 | ||||||
Inventory
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567,751 | 362,449 | ||||||
Prepaid assets
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424,444 | 15,087 | ||||||
Other
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207,846 | 1,623,678 | ||||||
Total current assets
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3,219,134 | 4,454,449 | ||||||
Receivable, related party
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220,372 | 220,372 | ||||||
Property, plant and equipment, net
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7,287,191 | 7,514,080 | ||||||
Intangibles, net
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2,547,881 | 2,547,881 | ||||||
Other long-term assets
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1,031,663 | 154,081 | ||||||
Total assets
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$ | 14,306,241 | $ | 14,890,863 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
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$ | 4,100,048 | $ | 3,751,979 | ||||
Accrued payroll and employee benefits
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908,433 | 518,161 | ||||||
Debt, current portion
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2,036,500 | 1,036,073 | ||||||
Other
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2,523,852 | 1,145,122 | ||||||
Total current liabilities
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9,568,833 | 6,451,335 | ||||||
Debt, long-term portion
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19,830,725 | 23,553,952 | ||||||
Total liabilities
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29,399,558 | 30,005,287 | ||||||
Stockholders' equity
|
||||||||
Series E convertible preferred stock, $0.00001 par value; 22,155,729 sharesauthorized; 22,155,729 and 21,882,159 shares issued and outstanding, respectively
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222 | 219 | ||||||
Series C convertible preferred stock, $0.00001 par value; 19,738,646 shares authorized; 19,738,643 and 19,494,919 shares issued and outstanding, respectively
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197 | 195 | ||||||
Series A convertible preferred stock, $0.00001 par value; 9,118,108 shares authorizaed; no shares issued and outstanding
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- | - | ||||||
Series B convertible preferred stock, $0.00001 par value; 20,500,000 shares authorizaed; 500,000 and no shares issued and outstanding, respectively
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5 | - | ||||||
Common stock, $0.00001 par value; 20,000,000,000 shares authorized; 3,897,550,476 and 2,701,725,127 shares issued and outstanding, respectively
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45,847 | 27,017 | ||||||
Additional Paid in Capital
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32,076,826 | 29,388,431 | ||||||
Accumulated deficit
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(47,216,414 | ) | (44,530,286 | ) | ||||
Total stockholders' equity
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(15,093,317 | ) | (15,114,424 | ) | ||||
Total liabilities and stockholders' equity
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$ | 14,306,241 | $ | 14,890,863 |
Three months ended June 30,
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Six months ended June 30,
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|||||||||||||||
2014
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2013
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2014
|
2013
|
|||||||||||||
Revenues
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$ | 580,342 | $ | 1,056,342 | $ | 1,028,765 | $ | 2,118,166 | ||||||||
Cost of revenues
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325,524 | 783,487 | 591,445 | 1,360,670 | ||||||||||||
Gross profit
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254,818 | 272,855 | 437,320 | 757,496 | ||||||||||||
Operating expenses:
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||||||||||||||||
General and administrative
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1,071,909 | 1,211,303 | 1,872,534 | 2,702,455 | ||||||||||||
Operating and maintenance
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479,264 | 395,517 | 522,984 | 600,186 | ||||||||||||
Depreciation and amortization
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45,142 | 162,042 | 90,284 | 333,447 | ||||||||||||
Professional fees
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173,774 | 145,465 | 637,647 | 464,050 | ||||||||||||
1,770,089 | 1,914,327 | 3,123,449 | 4,100,138 | |||||||||||||
Net loss
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$ | (1,515,271 | ) | $ | (1,641,472 | ) | $ | (2,686,129 | ) | $ | (3,342,642 | ) | ||||
Net loss per common share:
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||||||||||||||||
Basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
Weighted average common shares outstanding:
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||||||||||||||||
Basic and diluted
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2,779,435,546 | 2,701,725,127 | 2,779,435,546 | 2,701,725,127 |
Six Months Ended June 30,
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||||||||
2014
|
2013
|
|||||||
Operating Activities
|
||||||||
Net loss
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$ | (2,686,129 | ) | $ | (3,342,642 | ) | ||
Depreciation and amortization
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226,889 | - | ||||||
Changes in assets and liabilities, net of acquisitions
|
||||||||
Accounts receivable
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721,687 | 1,643,755 | ||||||
Inventory
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(205,302 | ) | 339,481 | |||||
Prepaids and other current assets
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128,893 | (4,510,894 | ) | |||||
Accounts payable
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348,069 | 1,475,385 | ||||||
Other accrued liabilities
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1,769,002 | (911,558 | ) | |||||
Cash (used in) provided by operating activities
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303,109 | (5,306,473 | ) | |||||
Investing Activities
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||||||||
Purchases of property, plant and equipment
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- | (375,560 | ) | |||||
Cash provided by (used in) investing activities
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- | (375,560 | ) | |||||
Financing Activities
|
||||||||
Debt, borrowings
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(2,722,800 | ) | 5,583,045 | |||||
Issuance of common stock
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2,707,236 | - | ||||||
Cash provided by financing activities
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(15,564 | ) | 5,583,045 | |||||
Net increase (decrease) in cash and cash equivalents
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287,545 | (98,988 | ) | |||||
Cash and cash equivalents, beginning of period
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124,518 | 302,215 | ||||||
Cash and cash equivalents, end of period
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$ | 412,063 | $ | 203,227 | ||||
Cash paid for interest
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$ | 14,485 | $ | - |
Three months ended June 30,
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Percent
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|||||||||||||||
2014
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2013
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Change
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Change
|
|||||||||||||
Revenues
|
$ | 580,342 | $ | 1,056,342 | (476,000 | ) | (82 | ) % | ||||||||
Cost of revenues
|
325,524 | 783,487 | (457,963 | ) | (141 | ) % | ||||||||||
Gross profit
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254,818 | 272,855 | ||||||||||||||
Operating expenses:
|
||||||||||||||||
General and administrative
|
1,071,909 | 1,211,303 | (139,394 | ) | (13 | ) % | ||||||||||
Operating and maintenance
|
479,264 | 395,517 | 83,747 | 17 | % | |||||||||||
Depreciation and amortization
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45,142 | 162,042 | (116,900 | ) | (259 | ) % | ||||||||||
Professional fees
|
173,774 | 145,465 | 28,309 | 16 | % | |||||||||||
1,770,089 | 1,914,327 | |||||||||||||||
Net Loss
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$ | (1,515,271 | ) | $ | (1,641,472 | ) | 126,201 | (8 | ) % |
Six months ended June 30,
|
Percent
|
|||||||||||||||
2014
|
2013
|
Change
|
Change
|
|||||||||||||
Revenues
|
$ | 1,028,765 | $ | 2,118,166 | (1,089,401 | ) | (51 | ) % | ||||||||
Cost of revenues
|
591,445 | 1,360,670 | (769,225 | ) | (57 | ) % | ||||||||||
Gross profit
|
437,320 | 757,496 | ||||||||||||||
Operating expenses:
|
||||||||||||||||
General and administrative
|
1,872,534 | 2,702,455 | (829,921 | ) | (31 | ) % | ||||||||||
Operating and maintenance
|
522,984 | 600,186 | (77,202 | ) | (13 | ) % | ||||||||||
Depreciation and amortization
|
90,284 | 333,447 | (243,163 | ) | (73 | ) % | ||||||||||
Professional fees
|
637,647 | 464,050 | 173,597 | 37 | % | |||||||||||
3,123,449 | 4,100,138 | |||||||||||||||
Net Loss
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$ | (2,686,129 | ) | $ | (3,342,642 | ) | 656,513 | (20 | ) % |
Six months ended June 30,
|
||||||||
2014
|
2013
|
|||||||
Cash provided by (used in) operating activities
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$ | 303,109 | $ | (5,306,473 | ) | |||
Cash (used in) investing activities
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- | (375,560 | ) | |||||
Cash (used in) provided by financing activities
|
(15,564 | ) | 5,583,045 |
●
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Northern Group Inc. vs. APT Powersport and Utility Products, LLC, filed June 26, 2013 in Brown County, Wisconsin. Suit for commissions payable. The Company disagrees with the amount claimed in the petition and the venue. The Company has retained counsel to represent the firm in the action.
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●
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Olen Rice. vs. APT Powersport and Utility Products, LLC and American Performance Technologies, LLC filed June 26, 2013 in Brown County, Wisconsin. Suit for commissions payable. The Company disagrees with the amount claimed in the petition and the venue. The Company has retained counsel to represent the firm in the action.
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●
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John and Jennifer Kirse v. American Performance Technologies, LLC, filed October 22, 2013 in Jackson County, Missouri. Suit on a promissory note. The parties are working together to resolve the claim. The Company has retained counsel to represent the firm in the action.
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●
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APT Group, Inc., APT Powersport and Utility Products, LLC, American Performance Technologies, LLC. v. Olen Rice, Robert A. Rice, Sr., Jon Umsted, Northern Group, Inc., Marketing Operations Advisors, Inc., Scott Holmes, and Kart Mart, filed November 18, 2013. The Company alleges that certain parties have infringed upon and have utilized trade secrets, confidential information and intellectual property of the company. Legal proceedings are ongoing. The Company has filed a request for a temporary injunction.
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Exhibit No.
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Description
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2.0
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Form of Common Stock Share Certificate of Frozen Food Gift Group, Inc. (1)
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|
3.0
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Articles of Incorporation of Frozen Food Gift Group, Inc. (2)
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3.1
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Amendment to Articles of Incorporation (2)
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3.2
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Bylaws of Frozen Food Gift Group, Inc. (2)
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3.3
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Amendment to Articles of Incorporation filed with the Delaware Secretary of State on May 22, 2013 (18)
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4.1
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Certificate of Designation of Series A Convertible Preferred Stock filed with the Delaware Secretary of State on July 10, 2013 (15)
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4.2
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Certificate of Designation of Series B Convertible Preferred Stock filed with the Delaware Secretary of State on July 10, 2013 (15)
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10.1
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Independent Contractor Agreement with Phillip Nagele and Joseph Masters dated July 31, 2009 (2)
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10.2
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Commercial Lease Agreement by and between Winaway International, Inc. and Frozen Food Gift Group, Inc., dated October 26, 2009 (3)
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10.3
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Commercial Lease Agreement between McCleary Maritime Properties, LLC and Frozen Food Gift Group, Inc., dated September 23, 2010 (9)
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10.4
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Pre-Incorporation Agreement between the Founders of Frozen Food Gift Group, Inc. dated January 2, 2009 (3)
|
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10.5
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Independent Contractor Agreement with Judd Handler dated January 8, 2010 (3)
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10.6
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Addendum to NEWCO Ice Cream Independent Contractor Agreement, dated July 31, 2009 (4)
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10.7
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Letter Agreement with ANP Industries, Inc. dated July 7, 2010 (4)
|
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10.8
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Independent Contractor Agreement with Joseph Schmedding dated April 1, 2011 (7)
|
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10.9
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Resignation of Director from Company’s Board (5)
|
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10.10
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Private Issuance of Common Shares (6)
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10.11
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Promissory Note issued to Tangiers Investors, LP, dated July 1, 2011 (7)
|
|
10.12
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Securities Purchase Agreement with Tangiers Investors, LP, dated September 15, 2011 (11)
|
|
10.13
|
Registration Rights Agreement with Tangiers Investors, LP, dated September 15, 2011 (11)
|
|
10.14
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Addendum to Securities Purchase Agreement with Tangiers Investors, LP, dated September 15, 2011 (11)
|
|
10.15
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Stock Purchase and Non Dilution of Stock Interest Agreement with Tangiers Investors, LP, dated February 16, 2012 (6, 11)
|
|
10.16
|
Option to Convert Common Stock into Preferred Stock at Future Date with Tangiers Investors, LP, dated February 16, 2012 (6, 11)
|
|
10.17
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Stock Purchase and Non Dilution of Stock Interest Agreement with Tangiers Investors, LP, dated April 30, 2012 (11)
|
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10.18
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Independent Contractor Agreement with Tangiers Investors, LP, dated April 30, 2012 (11)
|
|
10.19
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Exchange Agreement with Tangiers Investors, LP, dated June 5, 2012 (11)
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|
10.20
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7% Convertible Note issued to Tangiers Investors, LP, dated June 5, 2012 (11)
|
|
10.21
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Notice of Conversion, Tangiers Investors, LP, dated June 8, 2012 (11)
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|
10.22
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10% Convertible Note issued to Brent Coetzee, dated November 7, 2012 (10, 11)
|
|
10.23
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10% Convertible Note issued to Jeffrey Saltzman, dated November 21, 2012 (10, 11)
|
|
10.24
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10% Convertible Note issued to Daniel Kaplan, dated November 21, 2012 (10, 11)
|
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10.25
|
Stock Purchase Agreement with Miami Ice Machine Company, Inc., dated February 22, 2013 (11)
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|
10.26
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10% Convertible Note issued to Tangiers Investors, LP, dated February 25, 2013 (11)
|
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10.27
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Note Purchase Agreement with Tangiers Investors, LP, dated February 25, 2013 (11)
|
|
10.28
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Assignment Agreement with JMJ Financial and Long Side Ventures, LLC, dated February 28, 2013 (11)
|
|
10.29
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12% Convertible Note issued to Long Side Ventures, LLC, dated February 28, 2013 (11)
|
10.30
|
Assignment Agreement with Tangiers Investors, LP, and Taconic Group, LLC, dated March 6, 2013 (11)
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|
10.31
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12% Convertible Note issued to Taconic Group, LLC, dated March 6, 2013 (11)
|
|
10.32
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Assignment Agreement with Tangiers Investors, LP, and Taconic Group, LLC, dated March 6, 2013 (11)
|
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10.33
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12% Convertible Note issued to Taconic Group, LLC, dated March 6, 2013 (11)
|
|
10.34
|
10% Convertible Note issued to Tangiers Investors, LP, dated May 1, 2013 (12)
|
|
10.35
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Note Purchase Agreement with Tangiers Investors, LP, dated May 1, 2013 (12)
|
|
10.36
|
10% Convertible Note issued to Tangiers Investors, LP, dated June 1, 2013 (13, 19)
|
|
10.37
|
Note Purchase Agreement with Tangiers Investors, LP, dated June 1, 2013 (13, 19)
|
|
10.38
|
10% Convertible Note issued to Tangiers Investors, LP, dated July 1, 2013 (14, 19)
|
|
10.39
|
Note Purchase Agreement with Tangiers Investors, LP, dated July 1, 2013 (14, 19)
|
|
10.40
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10% Convertible Note issued to Tangiers Investors, LP, dated August 8, 2013 (16, 19)
|
|
10.41
|
Note Purchase Agreement with Tangiers Investors, LP, dated August 8, 2013 (16, 19)
|
|
10.42
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10% Convertible Note issued to Tangiers Investors, LP, dated October 9, 2013 (17, 19)
|
|
10.43
|
Note Purchase Agreement with Tangiers Investors, LP, dated October 9, 2013 (17, 19)
|
|
10.44
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10% Convertible Note issued to Tangiers Investors, LP, dated November 19, 2013 (20, 21)
|
|
10.45
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Note Purchase Agreement with Tangiers Investors, LP, dated November 19, 2013 (20, 21)
|
|
10.46
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10% Convertible Note issued to Tangiers Investors, LP, dated January 16, 2014 (27)
|
|
10.47
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Note Purchase Agreement with Tangiers Investors, LP, dated January 16, 2014 (27)
|
|
10.48
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10% Convertible Note issued to Tangiers Investors, LP, dated January 16, 2014 (27)
|
|
10.49
|
Note Purchase Agreement with Tangiers Investors, LP, dated January 16, 2014 (27)
|
|
10.50
|
Settlement Agreement with IBC Funds, LLC, dated February 10, 2014 (22)
|
|
10.51
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Order Granting Approval of Settlement Agreement with IBC Funds, LLC, dated February 14, 2014 (22)
|
|
10.52
|
5% Convertible Note issued to Tangiers Investors, LP, dated February 24, 2014 (27)
|
|
10.53
|
Note Purchase Agreement with Tangiers Investors, LP, dated February 24, 2014( 27)
|
|
10.54
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Mutual General Release and Debt Settlement with Cord Blood America dated March 5, 2014 (27)
|
|
10.55
|
Amended Settlement Agreement with IBC Funds, LLC, dated March 11, 2014 (23, 27)
|
|
10.56
|
Order Granting Approval of Amended Settlement Agreement with IBC Funds, LLC, dated March 11, 2014 (23, 27)
|
|
10.57
|
Assignment of Royalty Agreement with Global Specialty Products, Inc., to Rapid Fire Marketing, Inc., dated March 12, 2014 (23, 27)
|
|
10.58
|
Mutual General Release and Termination of Independent Contractor Agreement with Philip Nagele and Joseph Masters dated March 12, 2014 (23, 27)
|
|
10.59
|
Settlement Agreement with IBC Funds, LLC, dated March 13, 2014 (24, 27)
|
|
10.60
|
Acknowledgement of Purchase Agreement between Lawrence A. Carrell Trust and Mammoth Corporation with APT Powersport and Utility Products LLC dated March 17, 2014 (24, 27)
|
|
10.61
|
Exchange Agreement with Mammoth Corporation dated March 17, 2014 (24, 27)
|
|
10.62
|
Restated Convertible Note with Mammoth Corporation dated March 17, 2014 (24, 27)
|
|
10.63
|
Exchange Agreement between APT Powersport and Utility Products LLC and Mammoth Corporation dated March 17, 2014 (24, 27)
|
|
10.64
|
Restated Convertible Note between APT Powersport and Utility Products LLC and Mammoth Corporation dated March 17, 2014 (24, 27)
|
|
10.65
|
Order Granting Approval of Settlement Agreement with IBC Funds, LLC, dated March 21, 2014 (24, 27)
|
|
10.66
|
Share Exchange Agreement with APT Group, Inc., dated March 21, 2014 (25, 27)
|
|
10.67
|
Amendment to Share Exchange Agreement with APT Group, Inc., dated March 27, 2014 (26, 27)
|
|
10.68
|
Resignation of Director Matthew L. Schissler from Company’s Board dated March 27, 2014 (26, 27)
|
|
10.69
|
Resignation of Director Jonathan F. Irwin from Company’s Board dated March 27, 2014 (26, 27)
|
|
10.70 | Resignation of Director John Berkeridge, Jr. from Company’s Board dated March 27, 2014 (26, 27) | |
10.71 | Independent Contractor Agreement with NDP Consulting Services, LLC dated April 1, 2014 (28, *) | |
10.72 | Independent Contractor Agreement with Pyrenees Investments, LLC dated April 1, 2014 (28, *) | |
10.73 | Appointment of Officer Troy A. Covey, President (28) | |
10.74 | Appointment of Officer Wayne Patterson, Chief Executive Officer (28) |
10.75 | Appointment of Officer Alexander Kramer, Chief Financial Officer (28) | |
10.76 | Appointment of Officer H. Colin Ohler, Chief Operating Officer (28) | |
10.77 | Appointment of Officer William Maher, Senior Vice President (28) | |
10.78 | Appointment of Officer William C. Dyess, Senior Vice President (28) | |
10.79 | 12% Convertible Note Issued to WHC Capital, LLC dated April 4, 2014 (29, *) | |
10.80 | 8% Convertible Note Issued to Tangiers Investment Group, LLC dated April 14, 2014 (29, *) | |
10.81 | Order Granting Approval of Stipulation for Settlement of Claims with Ironridge Global IV, Ltd. dated April 25, 2014 (30, *) | |
10.82 | 8% Convertible Note Issued to Caesar Capital Group, LLC dated April 25, 2014 (31, *) | |
10.83 | Dismissal of David Aronson, CPA as the Company’s Independent Registered Public Accounting Firm (31) | |
10.84 | Appointment of Malone Bailey, LLP as the Company’s Independent Registered Public Accounting Firm (31) | |
10.85 | 8% Convertible Note Issued to Tangiers Investment Group, LLC on May 6, 2014 (32, *) | |
10.86 | 8% Convertible Note Issued to LG Capital Funding, LLC on May 8, 2014 (32, *) | |
10.87 | Amendment to Articles of Incorporation (32) | |
10.88 | Amendment to Articles of Incorporation (32) | |
10.89 | Resignation of Alexander Kramer, Chief Financial Officer on May 30, 2014 (33) | |
10.90 | Appointment of William Maher as Interim Chief Financial Officer on May 30, 2014 (33) | |
10.91 | Preliminary Information Statement (34) | |
10.92 | Definitive Information Statement (35) | |
10.93 | Amendment to Articles of Incorporation (36, *) | |
10.94 | Exchange Agreement with Tangiers Investment Group, LLC on April 7, 2014 (*) | |
10.95 | Exchange Agreement with Tangiers Investment Group, LLC on April 28, 2014 (*) | |
10.96 | Exchange Agreement with Tangiers Investment Group, LLC on May 12, 2014 (*) | |
10.97 | Exchange Agreement with Tangiers Investment Group, LLC on May 12, 2014 (*) | |
Exchange Agreement with Tangiers Investment Group, LLC on May 29, 2014 (*)
|
||
14.0
|
Code of Ethics (2)
|
|
Rule 13a-14(a) Certification of Principal Executive Officer*
|
||
Rule 13a-14(a) Certification of Principal Financial Officer*
|
||
Section 1350 Certification of Principal Executive Officer*
|
||
Section 1350 Certification of Principal Financial Officer*
|
||
99.4
|
Temporary Hardship Exemption*
|
(1)
|
Previously filed on Form 10-K on March 30, 2012.
|
(2)
|
Previously filed on Form S-1 on March 11, 2010.
|
(3)
|
Previously filed on Form S-1 on May 14, 2010.
|
(4)
|
Previously filed on Form S-1 on June 3, 2011.
|
(5)
|
Previously filed on Form 8-K on January 31, 2012.
|
(6)
|
Previously filed on Form 8-K on February 20, 2012.
|
(7)
|
Previously filed on Form 10-Q on November 18, 2011.
|
(8)
|
Previously filed on Form 10-Q on May 14, 2012.
|
(9)
|
Previously filed on Form S-1 on January 21, 2011.
|
(10)
|
Previously filed on Form 8-K on November 29, 2012.
|
(11)
|
Previously filed on Form 10-K on April 15, 2013.
|
(12)
|
Previously filed on Form 10-Q on May 20, 2013.
|
(13)
|
Previously filed on Form 8-K on June 3, 2013.
|
(14)
|
Previously filed on Form 8-K on July 8, 2013.
|
(15)
|
Previously filed on Form 8-K on July 15, 2013.
|
(16)
|
Previously filed on Form 8-K on August 12, 2013.
|
(17)
|
Previously filed on Form 8-K on October 16, 2013.
|
(18)
|
Previously filed on Form 10-Q on August 19, 2013.
|
(19)
|
Previously filed on Form 10-Q on November 19, 2013.
|
(20)
|
Previously filed on Form 8-K on November 19, 2013.
|
(21)
|
Previously filed on Form 10-K on April 15, 2014.
|
(22)
|
Previously filed on Form 8-K on February 14, 2014.
|
(23)
|
Previously filed on Form 8-K on March 14, 2014.
|
(24)
|
Previously filed on Form 8-K on March 26, 2014.
|
(25)
|
Previously filed on Form 8-K on March 21, 2014.
|
(26)
|
Previously filed on Form 8-K on March 28, 2014.
|
(27)
|
Previously filed on Form 10-Q on May 20, 2014.
|
(28)
|
Previously filed on Form 8-K on April 4, 2014.
|
(29)
|
Previously filed on Form 8-K on April 16, 2014.
|
(30)
|
Previously filed on Form 8-K on April 24, 2014.
|
(31)
|
Previously filed on Form 8-K on May 1, 2014.
|
(32)
|
Previously filed on Form 8-K on May 9, 2014.
|
(33)
|
Previously filed on Form 8-K on May 23, 2014.
|
(34)
|
Previously filed on Form 8-K on June 6, 2014.
|
(35)
|
Previously filed on Form DEF 14C on June 9, 2014.
|
(36)
|
Previously filed on Form 8-K on June 20, 2014.
|
APT MOTOVOX GROUP, INC.
a Delaware corporation
|
|||
Date: August 19, 2014
|
By:
|
/s/ TROY A. COVEY
|
|
Troy A. Covey
|
|||
President, Director and Principal Executive Officer
|
|||
Date: August 19, 2014
|
By:
|
/s/ WILLIAM MAHER
|
|
William Maher
|
|||
Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
|
Date: August 19, 2014
|
By:
|
/s/ TROY A. COVEY
|
Troy A. Covey
President, Director and Principal Executive Officer
|
Date: August 19, 2014
|
By:
|
/s/ WILLIAM MAHER
|
William Maher
Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
|
Date: August 19, 2014
|
By:
|
/s/ TROY A. COVEY
|
Troy A. Covey
President, Director and Principal Executive Officer
|
Date: August 19, 2014
|
By:
|
/s/ WILLIAM MAHER
|
William Maher
Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
|
|
(A)
|
Exchange Note. The Company shall issue to the Holder, and the Holder shall acquire from the Company, that certain Exchange Note dated and issued as of April 7, 2014 in the aggregate original principal amount equal to $180,000 in exchange for the surrender and cancellation of the Note Portion. The Exchange Note is being issued in substitution for and not in satisfaction of the Note Portion, provided, however, the Holder acknowledges and agrees that upon the issuance and acceptance of the Exchange Note issued pursuant to this Section the Note Portion will be deemed cancelled and will be promptly surrendered to the Company. The Parties further agree that the “Closing” and the “Closing Date” shall be deemed to occur upon the issuance of the Exchange Note as provided by this Section 1.01 (A) of this Agreement.
|
|
(B)
|
Delivery of Documents. The Company shall, at the Closing Date, deliver to the Holder duly executed copies of each of the exhibits to this Agreement and faithfully fulfill the obligations set forth in Section 2.08 of this Agreement.
|
|
(i)
|
the transfer of the Note Portion from the Original Investor to the Holder as contemplated in the Debt Purchase Agreement, an executed copy of which has been furnished to the Company;
|
|
(ii)
|
the Company hereby waives any requirement for any legal opinion in connection with such transfer, and represents and warrants that no further consent of or action by any other person or entity is required in connection with such transfer.
|
|
(A)
|
that certain securitized promissory note dated July 26, 2012 (the “Original Note Issuance Date”) to LAWRENCE A. CARRELL TRUST (the “Original Investor”) by the Company in the total amount of $400,000 (the “Original Note”) is a valid debt and current outstanding obligation of the Company;
|
|
(B)
|
the Company’s receipt before the Original Note Issuance Date of the sum of at least $400,000 from the Original Investor;
|
|
(C)
|
the Company’s Board of Directors duly approved the issuance of the Original Note to the Original Investor and the Exchange Note to Tangiers Investment Group, LLC.
|
|
(D)
|
the Company’s Board of Directors duly approved the terms of that certain Note Purchase Agreement by and between LAWRENCE A. CARRELL TRUST and Tangiers Investment Group, LLC, dated April 7, 2014.
|
|
(E)
|
The Company has not received and will not be receiving any new consideration from any persons in connection with the issuance of the Exchange Note and the Company’s officers and directors have not entered into or given any commitment contemplating the receipt or acceptance of any said consideration arising out of or relating to the issuance of the Exchange Note.
|
|
(F)
|
To my best knowledge and after completing the aforementioned review of the Company’s shareholder and corporate records, I am able to certify that LAWRENCE A. CARRELL TRUST nor any affiliate of LAWRENCE A. CARRELL TRUST are not officers, directors, or directly or indirectly, 10% or more stockholders of the Company and none of said persons have had any such status in the 120 days immediately preceding the date of this Certificate.
|
|
(G)
|
To my best knowledge and after completing the aforementioned review of the Company’s shareholder and corporate records, I am able to certify that Tangiers Investment Group, LLC and its partners and management are not officers, directors, or directly or indirectly, 10% or more stockholders of the Company and none of said persons have had any such status in the 120 days immediately preceding the date of this Certificate.
|
|
(H)
|
The Company is not, nor has ever been, a “shell company” as described in Rule 144(i)(1)(i) of the Securities Act of 1933, as amended.
|
|
(I)
|
The Company’s Board of Directors have approved duly adopted resolutions approving the Irrevocable Instructions to the Company’s Stock Transfer Agent attached as Exhibit D to the Exchange Agreement of April 7, 2014.
|
|
(J)
|
I understand the constraints imposed under Rule 144 on those persons who are or may be deemed to be “affiliates,” as that term is defined in Rule 144(a)(1) of the 1933 Act.
|
|
(K)
|
I understand that all of the representations set forth in this Certificate will be relied upon by counsel to Tangiers Investment Group, LLC in connection with the preparation of a legal opinion claiming the exemption provided by Rule 144 of the Securities Act of 1933, as amended.
|
(A)
|
Exchange Note. The Company shall issue to the Holder, and the Holder shall acquire from the Company, that certain Exchange Note dated and issued as of April 28, 2014 in the aggregate original principal amount equal to $180,000 in exchange for the surrender and cancellation of the Note Portion. The Exchange Note is being issued in substitution for and not in satisfaction of the Note Portion, provided, however, the Holder acknowledges and agrees that upon the issuance and acceptance of the Exchange Note issued pursuant to this Section the Note Portion will be deemed cancelled and will be promptly surrendered to the Company. The Parties further agree that the “Closing” and the “Closing Date” shall be deemed to occur upon the issuance of the Exchange Note as provided by this Section 1.01 (A) of this Agreement.
|
|
(B)
|
Delivery of Documents. The Company shall, at the Closing Date, deliver to the Holder duly executed copies of each of the exhibits to this Agreement and faithfully fulfill the obligations set forth in Section 2.08 of this Agreement.
|
Description of Note | Balance | ||||
Debt being Purchased | $ | 180,000 | |||
Remaining Debt | $ | 60,000 | |||
Remaining Interest | $ | 101,260.27 |
|
(i)
|
the transfer of the Note Portion from the Original Investor to the Holder as contemplated in the Debt Purchase Agreement, an executed copy of which has been furnished to the Company;
|
|
(ii)
|
the Company hereby waives any requirement for any legal opinion in connection with such transfer, and represents and warrants that no further consent of or action by any other person or entity is required in connection with such transfer.
|
|
(A)
|
that certain securitized promissory note dated July 26, 2012 (the “Original Note Issuance Date”) to LAWRENCE A. CARRELL TRUST (the “Original Investor”) by the Company in the total amount of $400,000 (the “Original Note”) is a valid debt and current outstanding obligation of the Company;
|
|
(B)
|
the Company’s receipt before the Original Note Issuance Date of the sum of at least $400,000 from the Original Investor;
|
|
(C)
|
the Company’s Board of Directors duly approved the issuance of the Original Note to the Original Investor and the Exchange Note to Tangiers Investment Group, LLC.
|
|
(D)
|
the Company’s Board of Directors duly approved the terms of that certain Note Purchase Agreement by and between LAWRENCE A. CARRELL TRUST and Tangiers Investment Group, LLC, dated April 28, 2014.
|
|
(E)
|
The Company has not received and will not be receiving any new consideration from any persons in connection with the issuance of the Exchange Note and the Company’s officers and directors have not entered into or given any commitment contemplating the receipt or acceptance of any said consideration arising out of or relating to the issuance of the Exchange Note.
|
|
(F)
|
To my best knowledge and after completing the aforementioned review of the Company’s shareholder and corporate records, I am able to certify that LAWRENCE A. CARRELL TRUST nor any affiliate of LAWRENCE A. CARRELL TRUST are not officers, directors, or directly or indirectly, 10% or more stockholders of the Company and none of said persons have had any such status in the 120 days immediately preceding the date of this Certificate.
|
|
(G)
|
To my best knowledge and after completing the aforementioned review of the Company’s shareholder and corporate records, I am able to certify that Tangiers Investment Group, LLC and its partners and management are not officers, directors, or directly or indirectly, 10% or more stockholders of the Company and none of said persons have had any such status in the 120 days immediately preceding the date of this Certificate.
|
|
(H)
|
The Company is not, nor has ever been, a “shell company” as described in Rule 144(i)(1)(i) of the Securities Act of 1933, as amended.
|
|
(I)
|
The Company’s Board of Directors have approved duly adopted resolutions approving the Irrevocable Instructions to the Company’s Stock Transfer Agent attached as Exhibit D to the Exchange Agreement of April 28, 2014.
|
|
(J)
|
I understand the constraints imposed under Rule 144 on those persons who are or may be deemed to be “affiliates,” as that term is defined in Rule 144(a)(1) of the 1933 Act.
|
|
(K)
|
I understand that all of the representations set forth in this Certificate will be relied upon by counsel to Tangiers Investment Group, LLC in connection with the preparation of a legal opinion claiming the exemption provided by Rule 144 of the Securities Act of 1933, as amended.
|
|
(A)
|
Exchange Note. The Company shall issue to the Holder, and the Holder shall acquire from the Company, that certain Exchange Note dated and issued as of May 12, 2014 in the aggregate original principal amount equal to $141,260.27 in exchange for the surrender and cancellation of the Note Portion. The Exchange Note is being issued in substitution for and not in satisfaction of the Note Portion, provided, however, the Holder acknowledges and agrees that upon the issuance and acceptance of the Exchange Note issued pursuant to this Section the Note Portion will be deemed cancelled and will be promptly surrendered to the Company. The Parties further agree that the “Closing” and the “Closing Date” shall be deemed to occur upon the issuance of the Exchange Note as provided by this Section 1.01 (A) of this Agreement.
|
|
(B)
|
Delivery of Documents. The Company shall, at the Closing Date, deliver to the Holder duly executed copies of each of the exhibits to this Agreement and faithfully fulfill the obligations set forth in Section 2.08 of this Agreement.
|
Description of Note | Balance |
Debt being Purchased | $141,260.27 |
Remaining Debt | $0 |
Remaining Interest | $0 |
|
(i)
|
the transfer of the Note Portion from the Original Investor to the Holder as contemplated in the Debt Purchase Agreement, an executed copy of which has been furnished to the Company;
|
|
(ii)
|
the Company hereby waives any requirement for any legal opinion in connection with such transfer, and represents and warrants that no further consent of or action by any other person or entity is required in connection with such transfer.
|
|
(A)
|
that certain securitized promissory note dated July 26, 2012 (the “Original Note Issuance Date”) to LAWRENCE A. CARRELL TRUST (the “Original Investor”) by the Company in the total amount of $400,000 (the “Original Note”) is a valid debt and current outstanding obligation of the Company;
|
|
(B)
|
the Company’s receipt before the Original Note Issuance Date of the sum of at least $400,000 from the Original Investor;
|
|
(C)
|
the Company’s Board of Directors duly approved the issuance of the Original Note to the Original Investor and the Exchange Note to Tangiers Investment Group, LLC.
|
|
(D)
|
the Company’s Board of Directors duly approved the terms of that certain Note Purchase Agreement by and between LAWRENCE A. CARRELL TRUST and Tangiers Investment Group, LLC, dated May 12, 2014.
|
|
(E)
|
The Company has not received and will not be receiving any new consideration from any persons in connection with the issuance of the Exchange Note and the Company’s officers and directors have not entered into or given any commitment contemplating the receipt or acceptance of any said consideration arising out of or relating to the issuance of the Exchange Note.
|
|
(F)
|
To my best knowledge and after completing the aforementioned review of the Company’s shareholder and corporate records, I am able to certify that LAWRENCE A. CARRELL TRUST nor any affiliate of LAWRENCE A. CARRELL TRUST are not officers, directors, or directly or indirectly, 10% or more stockholders of the Company and none of said persons have had any such status in the 120 days immediately preceding the date of this Certificate.
|
|
(G)
|
To my best knowledge and after completing the aforementioned review of the Company’s shareholder and corporate records, I am able to certify that Tangiers Investment Group, LLC and its partners and management are not officers, directors, or directly or indirectly, 10% or more stockholders of the Company and none of said persons have had any such status in the 120 days immediately preceding the date of this Certificate.
|
|
(H)
|
The Company is not, nor has ever been, a “shell company” as described in Rule 144(i)(1)(i) of the Securities Act of 1933, as amended.
|
|
(I)
|
The Company’s Board of Directors have approved duly adopted resolutions approving the Irrevocable Instructions to the Company’s Stock Transfer Agent attached as Exhibit D to the Exchange Agreement of May 12, 2014.
|
|
(J)
|
I understand the constraints imposed under Rule 144 on those persons who are or may be deemed to be “affiliates,” as that term is defined in Rule 144(a)(1) of the 1933 Act.
|
|
(K)
|
I understand that all of the representations set forth in this Certificate will be relied upon by counsel to Tangiers Investment Group, LLC in connection with the preparation of a legal opinion claiming the exemption provided by Rule 144 of the Securities Act of 1933, as amended.
|
|
(A)
|
Exchange Note. The Company shall issue to the Holder, and the Holder shall acquire from the Company, that certain Exchange Note dated and issued as of May 12, 2014 in the aggregate original principal amount equal to $38,739.73 in exchange for the surrender and cancellation of the Note Portion. The Exchange Note is being issued in substitution for and not in satisfaction of the Note Portion, provided, however, the Holder acknowledges and agrees that upon the issuance and acceptance of the Exchange Note issued pursuant to this Section the Note Portion will be deemed cancelled and will be promptly surrendered to the Company. The Parties further agree that the “Closing” and the “Closing Date” shall be deemed to occur upon the issuance of the Exchange Note as provided by this Section 1.01 (A) of this Agreement.
|
|
(B)
|
Delivery of Documents. The Company shall, at the Closing Date, deliver to the Holder duly executed copies of each of the exhibits to this Agreement and faithfully fulfill the obligations set forth in Section 2.08 of this Agreement. |
Description of Note | Balance |
Debt being Purchased | $38,739.73 |
Remaining Debt | $461,260.27 |
Remaining Interest | $131,284.94 |
|
(i)
|
the transfer of the Note Portion from the Original Investor to the Holder as contemplated in the Debt Purchase Agreement, an executed copy of which has been furnished to the Company;
|
|
(ii)
|
the Company hereby waives any requirement for any legal opinion in connection with such transfer, and represents and warrants that no further consent of or action by any other person or entity is required in connection with such transfer.
|
|
(A)
|
that certain securitized promissory note dated September 12, 2012 (the “Original Note Issuance Date”) to LAWRENCE A. CARRELL TRUST (the “Original Investor”) by the Company in the total amount of $500,000 (the “Original Note”) is a valid debt and current outstanding obligation of the Company;
|
|
(B)
|
the Company’s receipt before the Original Note Issuance Date of the sum of at least $500,000 from the Original Investor;
|
|
(C)
|
the Company’s Board of Directors duly approved the issuance of the Original Note to the Original Investor and the Exchange Note to Tangiers Investment Group, LLC.
|
|
(D)
|
the Company’s Board of Directors duly approved the terms of that certain Note Purchase Agreement by and between LAWRENCE A. CARRELL TRUST and Tangiers Investment Group, LLC, dated May 12, 2014.
|
|
(E)
|
The Company has not received and will not be receiving any new consideration from any persons in connection with the issuance of the Exchange Note and the Company’s officers and directors have not entered into or given any commitment contemplating the receipt or acceptance of any said consideration arising out of or relating to the issuance of the Exchange Note.
|
|
(F)
|
To my best knowledge and after completing the aforementioned review of the Company’s shareholder and corporate records, I am able to certify that LAWRENCE A. CARRELL TRUST nor any affiliate of LAWRENCE A. CARRELL TRUST are not officers, directors, or directly or indirectly, 10% or more stockholders of the Company and none of said persons have had any such status in the 120 days immediately preceding the date of this Certificate.
|
|
(G)
|
To my best knowledge and after completing the aforementioned review of the Company’s shareholder and corporate records, I am able to certify that Tangiers Investment Group, LLC and its partners and management are not officers, directors, or directly or indirectly, 10% or more stockholders of the Company and none of said persons have had any such status in the 120 days immediately preceding the date of this Certificate.
|
|
(H)
|
The Company is not, nor has ever been, a “shell company” as described in Rule 144(i)(1)(i) of the Securities Act of 1933, as amended.
|
|
(I)
|
The Company’s Board of Directors have approved duly adopted resolutions approving the Irrevocable Instructions to the Company’s Stock Transfer Agent attached as Exhibit D to the Exchange Agreement of May 12, 2014.
|
|
(J)
|
I understand the constraints imposed under Rule 144 on those persons who are or may be deemed to be “affiliates,” as that term is defined in Rule 144(a)(1) of the 1933 Act.
|
|
(K)
|
I understand that all of the representations set forth in this Certificate will be relied upon by counsel to Tangiers Investment Group, LLC in connection with the preparation of a legal opinion claiming the exemption provided by Rule 144 of the Securities Act of 1933, as amended.
|
|
(A)
|
Exchange Note. The Company shall issue to the Holder, and the Holder shall acquire from the Company, that certain Exchange Note dated and issued as of May 29, 2014 in the aggregate original principal amount equal to $180,000 in exchange for the surrender and cancellation of the Note Portion. The Exchange Note is being issued in substitution for and not in satisfaction of the Note Portion, provided, however, the Holder acknowledges and agrees that upon the issuance and acceptance of the Exchange Note issued pursuant to this Section the Note Portion will be deemed cancelled and will be promptly surrendered to the Company. The Parties further agree that the “Closing” and the “Closing Date” shall be deemed to occur upon the issuance of the Exchange Note as provided by this Section 1.01 (A) of this Agreement.
|
|
(B)
|
Delivery of Documents. The Company shall, at the Closing Date, deliver to the Holder duly executed copies of each of the exhibits to this Agreement and faithfully fulfill the obligations set forth in Section 2.08 of this Agreement.
|
Description of Note | Balance |
Debt being Purchased | $180,000 |
Remaining Debt | $281,260.27 |
Remaining Interest | $131,284.94 |
|
(i)
|
the transfer of the Note Portion from the Original Investor to the Holder as contemplated in the Debt Purchase Agreement, an executed copy of which has been furnished to the Company;
|
|
(ii)
|
the Company hereby waives any requirement for any legal opinion in connection with such transfer, and represents and warrants that no further consent of or action by any other person or entity is required in connection with such transfer.
|
|
(A)
|
that certain securitized promissory note dated September 12, 2012 (the “Original Note Issuance Date”) to LAWRENCE A. CARRELL TRUST (the “Original Investor”) by the Company in the total amount of $500,000 (the “Original Note”) is a valid debt and current outstanding obligation of the Company;
|
|
(B)
|
the Company’s receipt before the Original Note Issuance Date of the sum of at least $500,000 from the Original Investor;
|
|
(C)
|
the Company’s Board of Directors duly approved the issuance of the Original Note to the Original Investor and the Exchange Note to Tangiers Investment Group, LLC.
|
|
(D)
|
the Company’s Board of Directors duly approved the terms of that certain Note Purchase Agreement by and between LAWRENCE A. CARRELL TRUST and Tangiers Investment Group, LLC, dated May 29, 2014.
|
|
(E)
|
The Company has not received and will not be receiving any new consideration from any persons in connection with the issuance of the Exchange Note and the Company’s officers and directors have not entered into or given any commitment contemplating the receipt or acceptance of any said consideration arising out of or relating to the issuance of the Exchange Note.
|
|
(F)
|
To my best knowledge and after completing the aforementioned review of the Company’s shareholder and corporate records, I am able to certify that LAWRENCE A. CARRELL TRUST nor any affiliate of LAWRENCE A. CARRELL TRUST are not officers, directors, or directly or indirectly, 10% or more stockholders of the Company and none of said persons have had any such status in the 120 days immediately preceding the date of this Certificate.
|
|
(G)
|
To my best knowledge and after completing the aforementioned review of the Company’s shareholder and corporate records, I am able to certify that Tangiers Investment Group, LLC and its partners and management are not officers, directors, or directly or indirectly, 10% or more stockholders of the Company and none of said persons have had any such status in the 120 days immediately preceding the date of this Certificate.
|
|
(H)
|
The Company is not, nor has ever been, a “shell company” as described in Rule 144(i)(1)(i) of the Securities Act of 1933, as amended.
|
|
(I)
|
The Company’s Board of Directors have approved duly adopted resolutions approving the Irrevocable Instructions to the Company’s Stock Transfer Agent attached as Exhibit D to the Exchange Agreement of May 29, 2014.
|
|
(J)
|
I understand the constraints imposed under Rule 144 on those persons who are or may be deemed to be “affiliates,” as that term is defined in Rule 144(a)(1) of the 1933 Act.
|
|
(K)
|
I understand that all of the representations set forth in this Certificate will be relied upon by counsel to Tangiers Investment Group, LLC in connection with the preparation of a legal opinion claiming the exemption provided by Rule 144 of the Securities Act of 1933, as amended.
|
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