CBDG THC Farmaceuticals Inc (PK)

Commission file number 000-54754

THC Farmaceuticals, Inc.

(f/k/a City Media, Inc.)

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

UTAH

(State or other Jurisdiction of Incorporation or Organization)

7170 E. McDonald Dr., Ste 3

Scottsdale, Arizona   85253

(Address of principal executive offices)

(480) 725-9060

(Issuer’s telephone number, including area code)

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 (§232.405 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 x     NO o (The Registrant does not have a corporate Web site.)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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 if the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  YES o      NO x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of August 12, 2015, 14,996,600 shares of the registrant’s common stock were outstanding.

Explanatory Note:

THC Farmaceuticals, Inc., together with its consolidated subsidiaries, is filing this amendment (the “Amendment” or Form 10-Q/A” to its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015, which was originally filed with the Securities and Exchange Commission (“SEC”) on May 15, 2015 (the “Original Form 10-Q”).

The purpose of this Amendment No. 1 to Form 10-Q/A is to amend and restate audited financial statements and related disclosures in the Original Form 10-Q for the period ended March 31, 2015 to properly account for the acquisition of material assets and to correct certain accounting errors as described in Note 7 to the Financial Statements and elsewhere in this Amendment.

This Form 10-Q/A restates the Original Form 10-Q in its entirety.   It includes both items that have been changed as a result of the amended disclosures and items that are unchanged from the Original Form 10-Q.  Other than the revisions of the disclosures as discussed below and expressly set forth herein, the Form 10-Q/A speaks as of the original filing date of the Form 10-Q and has not been updated to reflect other events occurring subsequent to the original filing date.

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial Statements contains forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

C O N T E N T S

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THC FARMACEUTICALS, INC.

Condensed Consolidated Balance Sheets

March 31, 2015 and September 30, 2014

(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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THC FARMACEUTICALS, INC.

Condensed Consolidated Statements of Operations

For the Three Months and Six Months Ended March 31, 2015 and 2014

(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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THC FARMACEUTICALS, INC.

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended March, 2015 and 2014

(Unaudited)

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THC FARMACEUTICALS, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2015

NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2015, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2014.  The results of operations for the three-month period ended March 31, 2015 are not necessarily indicative of the operating results for the full year.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position or cash flows.  Based on that review, the Company believes that none of these pronouncements will have a significant effect on its condensed consolidated financial statements.

NOTE 3 – INTANGIBLE ASSETS

On January 5, 2015, the Company acquired the domain name hempcoin.com, 2,399,074,298.50 units of the cryptocurrency Hempcoin (HMP) and all intellectual property associated with hempcoin.com, hempcoin purse and hempcoin as a cryptocurrency (collectively the “Hempcoin Assets”) in exchange for 3,000,000 shares of the Company’s common stock.  The Company booked the transaction at a value of $1,000,000, which is the Company’s reasonable estimation of the fair market value of the assets received.

On March 12, 2015, the Company received assignment of an 80% interest in U.S. patent applications 14/564,672 and PCT/US15/18820 relating to methods of producing antibody-rich cannabis and honeysuckle plants in exchange for the Company’s payment of the associated patent legal fees in the amount of $8,532.  The Company booked this asset at cost, the legal fees of $8,532.

NOTE 4 – RELATED PARTY TRANSACTIONS / SERVICE AGREEMENT

The Company has a Service Agreement with Wasatch ATM (“Wasatch”), a Utah limited liability corporation owned and managed by a Company stockholder.  The agreement provides for Wasatch to provide all maintenance, repair and service work along with distribution of vault cash.  Since December 1, 2014, Wasatch has been compensated at a rate of $1,500 per month. The fee paid to Wasatch may be subject to change.

NOTE 5 - RELATED PARTY TRANSACTIONS / LONG-TERM DEBT

For the quarter ending September 30, 2014, the Company owed $77,701 in related party long-term debt and $12,480 in related party accrued interest. During the quarter ending December 31, 2014, these amounts were paid in full by the Company as part of the change of control transaction and a new loan of $5,000 was made by a related party. During the quarter ended March 31, 2015, additional loans were made in the form of various Company expenses paid for by a shareholder.  Additionally, on or about March 31, 2015, an additional loan of $575,000 was made to the Company from a related party. On March 31, 2015, the Company owed $616,368 in related party long-term debt and no related party accrued interest.

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NOTE 6 - SUBSEQUENT EVENTS

On April 3, 2015, Patrick Bilton resigned as a director as discussed in our previously filed 8-K, incorporated as Exhibit 2.4 by reference.

NOTE 7 – RESTATEMENT

The Company’s consolidated financial statements have been restated as of March 31, 2015 and for the three and six months ended March 31, 2015. In preparing the Company’s Form 10-Q for the period ended June 30, 2015, it was determined that the information contained in the Company’s previously filed 10-Q for the period ended March 31, 2015 resulted in a material misstatement of financial results due to accounting error. Accordingly, the Company’s consolidated balance sheet as of March 31, 2014 and the Company’s consolidated statement of operation and comprehensive income (loss) for the three and six months ended March 31, 2014, have been restated herein.

The effect of correcting this error in the Company’s consolidated balance sheet and statement of operations as of March 31, 2015 and for the three and six months ended March 31, 2015 are shown in the following tables:

Consolidated Balance Sheet as of March 31, 2015

(Unaudited)

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Footnotes to Consolidated and Adjusted Balance Sheet as of March 31, 2015:

(1)

The cash balance was misstated by $251 due to an accounting error.

(2)

Accounts receivable was misstated by $1,603 due to the receivable from our ATM service was booked in April when the statement was received rather than in March when the income was earned.

(3)

We prepaid our ATM service provider $1,500 for the month of April and booked that as an expense when the expense should have been booked in April.

(4)

We booked depreciation expense of $302 which was not reflected in our prior report.

(5)

On January 5, 2015, we acquired a 30% interest in Las Vegas Cannabis Info Center as disclosed on our Form 8-K dated January 6, 2015.  The journal entry for that acquisition omitted from accounting system for the Company which affected items on both the income statement and balance sheet, including the omission of a $50,000 entry to long-term investments (subsidiaries).  The journal entry  for the transaction is as follows:

(6)

On January 5, 2015, we acquired hempcoin assets and intellectual property, including 2,300,000,000 units of the crypto currency hempcoin (HMP) as disclosed on our Form 8-K dated January 6, 2015.  The journal entry for that acquisition omitted from accounting system for the Company which affected items on both the income statement and balance sheet, including the omission of a $50,000 entry to long-term investments (subsidiaries).  The journal entry  for the transaction is as follows:

(7)

Accounts payable was misstated by $5,855, primarily as a result of intercompany accounting coordination with its parent company, Weed Growth Fund, Inc.

(8)

Accrued interest related party was misstated by $274 due to an accounting error.

(9)

Note payable to related party was misstated by $33,452 as a result of payments made on behalf of the Company by its parent company.  Moreover, the Original Form 10-Q indicated that the Company received a Loan from its parent in the amount of $575,000, when in fact, that money was a loan to the Company resulting in a change to the sub-account classification, but still appearing in Notes Payable to Related Parties.

(10)

Capital Stock was adjusted by 6,029 to reflect the actual amount of outstanding shares of common stock.

(11)

Additional Paid-in Capital was adjusted by 1,018,972 as a result of the foregoing adjustments.

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Consolidated Statement of Operations:

Footnotes to Consolidated and Adjusted Statement of Operations:

(a) Adjustment to properly match income with the period it was earned.

(b) Adjustment resulting from expenses paid for by the Company’s parent, Weed Growth Fund, Inc. which were properly allocable to the Company.

(c) Adjustment to book depreciation expense.

(d) Adjustment to book interest expense associated with related party loans.

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

When used in this Annual Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect Guide’s future plans of operations, business strategy, operating results, and financial position.  Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors.  Such factors are discussed further below under “Trends and Uncertainties,” and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.

On February 15, 2015, we filed amended articles of incorporation with the Secretary of State of Utah changing our name from City Media, Inc. to THC Farmaceuticals, Inc.  Our trading symbol is CBDG.

Plan of Operation

Our primary focus for during 2014 was the placement and servicing of ATM machines for public use along the Wasatch Front in the State of Utah.  During the quarter ended March 31, 2015, we had a total of eight machines in operation and all eight machines remain in operation as of the quarter ended March 31, 2015.  Management is researching the feasibility of new means and/or technologies to facilitate the legal sale of industrial hemp, medical marijuana and/or legal recreational marijuana.  In this regard, we are seeking to implement a feasible plan to utilize the hempcoin assets the Company acquired in January 2015.  Additionally, the Company plans to expand into related additional areas they believe would be profitable for the Company and benefit its shareholders.  One such area is the cultivation and sale of industrial hemp.

The Company has also acquired hemp related patents or patent rights and minority ownership of LVCIC, a cannabis information center in Las Vegas, Nevada.

Presently, the Company does not have sufficient funds, without additional equity or debt financing to support operations for the next fiscal year.  There is presently no commitment to provide any further funding to the Company.  Given our current lack of liquidity and difficulty in obtaining debt from traditional banking sources, we will focus future fund raising on the sale of our equity securities.  There can be no assurance that we will be successful at raising additional capital and without additional capital, we will not be able to expand operations and reach long term profitability.

Results of Operations

Three Months Ended March 31, 2015 Compared to Three Months Ended March 31, 2014

During the three months ended March 31, 2015, we recognized $4,826 in revenues.  During the three months ended March 31, 2014, we recognized $4,878 in revenues.  The nominal decrease in revenue for the period ended 2015 over the same period in 2014 appears to be attributable to market variability, but could be a sign of softening of consumer demand for cash transactions in Utah.

We had a net loss for the three months ended March 31, 2015, of $19,801 and a net loss of $3,630 for the three months ended March 31, 2014.  The loss for the quarter ended March 31, 2015 was significantly more than the loss which occurred during the same quarter in 2014, primarily due to increases in general and administrative expenses during the quarter ended March 31, 2015 from planning and consulting activities.

We will need additional capital to expand operations and anticipate seeking both debt and equity capital in 2015. Additionally, as our business operations are only beginning, it is difficult to predict our ability to generate sufficient revenue to generate positive cash flows.  Currently our biggest expenses are related to general and administrative expense and consisting primarily of accounting and legal fees.  For the three months ended March 31, 2015 our general and administrative expense was $19,551 (including a $7,500 registration fee to OTCmarkets.com), up from $4,036 for the three months ended March 31, 2014.  Our service fee to maintain ATM cash levels and operating functionality is $1,500 per month.  We anticipate these fees remaining constant during 2015; however, they may rise in the future if we deploy more machines.

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Six Months Ended March 31, 2015 Compared to Six Months Ended March 31, 2014

During the six months ended March 31, 2015, we recognized $9,232 in revenues.  During the six months ended March 31, 2014, we recognized $9,881 in revenues.  The nominal decrease in revenue for the period ended 2015 over the same period in 2014 appears to be attributed to market variability, but could be a sign of softening of consumer demand for cash transactions in Utah.

We had a net loss for the six months ended March 31, 2015, of $28,162 and a net loss of $17,824 for the six months ended March 31, 2014.  Our net loss for the 2015 period was the result of costs of service for maintaining our ATM machines, as well as increased general and administrative expenses.

Liquidity and Capital Resources

We had $586,025 cash or cash equivalents on hand as of March 31, 2015.  The Company received a loan from a related party in the amount of $575,000.  On March 31, 2015, the Company had a balance of $649,820 in Notes Payable to related parties.

The Company has accumulated losses of $167,990.  As previously discussed above, management’s plans include a review of the ATM business model and the addition of new business units in order to improve our cash flows and profitability.  The Company does anticipate receiving loan commitments from shareholders to sufficient fund operations for the next 12 months.

Off-Balance Sheet Arrangements

We had no Off-Balance Sheet arrangements during the quarter ended March 31, 2015.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have re-evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that as of March 31, 2015, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended.

Management believes that, as of March 31, 2015, the Company’s internal control over financial reporting was ineffective, due to the following material weaknesses listed below.

Limited personnel; Reliance on third party.  During the fiscal quarter, our only personnel resources were the Company’s former president, our treasurer and a third party accounting vendor.  Due to our limited staffing, significant reliance was placed upon the third party accounting vendor.  As a result, the omissions and errors were not detected in a timely manner.   Since the quarter ended March 31, 2015, the Company has added two employees, brought the accounting function directly under the CFO and hired an outside accounting advisor.  However, even with these additions, the company remains minimally staffed and has limited funds for staffing.  This could result in future errors or material misstatements.

Lack of Adequate Controls and Procedures.  The Company lacks adequate controls and procedures.  Additionally, management has not developed and effectively communicated to our employees its accounting policies and procedures.  This has resulted in inconsistent practices.

These control deficiencies could result in a material misstatement to our interim or annual financial statements that possibly would not be prevented or detected.

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When we are financially able, we intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies and we intend to consider the results of our remediation efforts and related testing as part of our next assessment of the effectiveness of our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the three months ended March 30, 2015 that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting, except for the on-going efforts to address the significant deficiencies identified above.

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

None.

ITEM 1A.

RISK FACTORS.

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

ITEM 2.

UNREGISTERED SALE OF EQUITY SECURITIES.

The Company issued 3,000,000 shares of our common stock to David Tobias during the quarter ended March 31, 2015 in exchange for hempcoin asset pursuant to our agreement with Mr. Tobias dated January 5, 2015 and filed as Exhibit 10.2 to our Form 8-K filed with the SEC on January 6, 2015.  

The Company issued 25,000 shares of our common stock to Las Vegas Cannabis Info Center in exchange for a 30% interest in that entity as described in our Form 8-K filed with the SEC on January 6, 2015.

The above issuances were private sales, exempt under Section 4(a)(1) of the Securities Act.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

None.

ITEM 5.

OTHER INFORMATION.

None.

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ITEM 6.

EXHIBITS.

The following documents are included herein:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 18^th day of August, 2015.

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EXHIBIT INDEX

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EXHIBIT 31.1

CERTIFICATION

I, Mike Gravel, certify that:

1.

I have reviewed this report on Form 10-Q, as amended, of THC Farmaceuticals, Inc.

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EXHIBIT 31.2

CERTIFICATION

I, Jon McGee, certify that:

1.

I have reviewed this report on Form 10-Q, as amended, of THC Farmaceuticals, Inc.

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of THC Farmaceuticals, Inc. (the “Company”) on Form 10-Q, as amended, for the period ending March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mike Gravel, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the 18^th day of August, 2015.

/s/ Mike Gravel

Mike Gravel

Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of THC Farmaceuticals, Inc. (the “Company”) on Form 10-Q, as amended, for the period ending March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jon McGee, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the 18^th day of August, 2015.

/s/ Jon McGee

Jon McGee

Chief Financial Officer