Converted by EDGARwiz

10-Q 1 sonnen10qmar2013.htm SONNEN 10-Q MARCH 2013 Converted by EDGARwiz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013.

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

For the transition period from

Commission file number: 000-52803

SONNEN CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

98-0514037

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

2665 S. Bayshore Drive, Suite 450, Miami, Florida 33133

(Address of principal executive offices) (Zip Code)

(305) 529-4888

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of

the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant

was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ

No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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 þ No o

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 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes þ No o

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

practicable date. The number of shares outstanding of the issuer’s common stock, $0.0001 par value (the only class

of voting stock), at May 15, 2013, was 67,893,000.

TABLE OF CONTENTS

PART 1- FINANCIAL INFORMATION

Item1.

Financial Statements:

Consolidated Balance Sheets as of March 31, 2013 (Unaudited) and June 30, 2012

Unaudited Consolidated Statements of Operations for the three and nine months

ended March 31, 2013 and 2012 and cumulative amounts from development stage

activities (November 16, 2006 through March 31, 2013)

Unaudited Consolidated Statements of Cash Flows for the three and nine months

ended March 31, 2013 and 2012 and cumulative amounts from development stage

activities (November 16, 2006 through March 31, 2013)

Notes to Unaudited Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of

Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

PART II-OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Other Information

Exhibits

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

As used herein, the terms “Company,” “we,” “our,” and “us,” refer to Sonnen Corporation, a Nevada

corporation, unless otherwise indicated. In the opinion of management, the accompanying unaudited

financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal

recurring accruals) necessary for a fair presentation of the results of operations for the periods presented.

The results of operations for the periods presented are not necessarily indicative of the results to be

expected for the full year.

SONNEN CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED BALANCE SHEETS

March 31,

June 30,

2013

2012

(unaudited)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

518 $

Prepaid expenses (Note 4)

4,988

Total Current Assets

5,506 $

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable

114,911 $

128,096

Accounts payable - related parties

753,336

567,192

Accrued payroll

13,283

Notes payable - related parties (including accrued

interest of $1,805 - March 31, 2013 and $671 - June 30, 2012)

34,405

12,271

Notes payable (including accrued interest of $37,995

- March 31, 2013 and $28,784 - June 30, 2012)

189,279

180,067

Loans from shareholder (including accrued interest of $38,426

- March 31, 2013 and $28,173 - June 30, 2012)

213,329

188,372

Total Current Liabilities

1,318,543

1,089,281

COMMITMENTS AND CONTINGENCIES (Note 11)

STOCKHOLDERS' DEFICIT (Note 8)

Preferred stock, $0.0001 par value, 50,000,000 shares

authorized, none issued and outstanding

Common stock, par value $0.0001, 250,000,000 shares

authorized, 67,893,000 issued and outstanding

6,789

Paid-in capital

3,311,814

3,244,634

Accumulated deficit during the development stage

(4,631,640)

(4,340,677)

Total Stockholders' Deficit

(1,313,037)

(1,089,254)

Total Liabilities and Stockholders' Deficit

5,506 $

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

SONNEN CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

Cumulative

amounts

from

development

stage

activities

(November

For the three months ended

For the nine months ended

16, 2006

March 31,

through

March 31,

2013

2012

2013

2012

2013)

REVENUES

- $

GENERAL & ADMINISTRATIVE

EXPENSES

General and administrative

806

286

97,150

Professional fees

22,767

9,725

39,264

29,085

428,828

Consulting fees

179,727

Consulting and professional fees -

related parties

54,000

30,000

162,000

122,000

876,250

Stock based compensation

101,000

Compensation and related taxes and

benefits

100,770

67,180

302,289

2,066,030

Transfer fees

313

982

963

11,564

Depreciation

1,044

Research & development

167,666

Total General & Administrative Expenses

77,126

140,896

270,232

454,622

3,929,259

Loss before other income (expense)

(77,126)

(140,896)

(270,232)

(454,622)

(3,929,259)

Interest income/ (expense)

(7,069)

(6,432)

(20,731)

(19,532)

(78,021)

Loss on foreign currency exchange

(1,551)

Loss on disposal of assets

(809)

Impairment loss on asset

(672,000)

Other income

50,000

Loss before provision for income taxes

(84,195)

(147,329)

(290,963)

(474,155)

(4,631,640)

Provision for income taxes

NET LOSS

(84,195) $

(147,329) $

(290,963) $

(474,155) $

(4,631,640)

NET LOSS PER SHARE - BASIC AND

DILUTED

(0.00) $

(0.01)

WEIGHTED AVERAGE NUMBER OF

COMMON

SHARES OUTSTANDING - BASIC

AND DILUTED

67,893,000

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

SONNEN CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Cumulative

amounts from

Development stage

activities

For the nine months ended

(November 16,

March 31,

2006 through

2013

2012

March 31, 2013)

CASH FLOWS FROM DEVELOPMENT STAGE ACTIVITIES

Net (loss) from development stage activities

(290,963) $

(474,155) $

(4,631,640)

Adjustments to reconcile net loss to net

cash provided (used) by development stage activities:

Depreciation

1,044

Stock options vested

67,180

302,289

1,976,064

Stock issued for services

101,000

Loss on disposal of assets

809

Impairment loss on asset

672,000

Changes in operating assets and liabilities:

Increase in prepaid expenses

(4,988)

1,099

(4,988)

Increase in accounts payable

16,485

5,349

187,831

Increase in accounts payable - related parties

186,144

146,312

757,022

Increase in accrued liabilities

13,283

Increase in accrued interest

20,633

18,979

78,225

Total adjustments

285,454

474,028

3,782,290

NET CASH USED BY DEVELOPMENT STAGE ACTIVITIES

(5,509)

(127)

(849,350)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment

(1,853)

NET CASH USED BY INVESTING ACTIVITIES

(1,853)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from notes payable, net

280,660

Proceeds from notes payable - related parties

6,000

51,600

Repayments from notes payable - related party

(50,079)

Proceeds from sale of common stock, net of offering costs

569,540

NET CASH PROVIDED BY FINANCING ACTIVITIES

6,000

851,721

NET INCREASE/ (DECREASE) IN CASH AND CASH

EQUIVALENTS

491

(127)

518

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

159

CASH AND CASH EQUIVALENTS, END OF PERIOD

518 $

32 $

518

Supplemental Disclosures:

Cash paid for income taxes

- $

Cash paid for interest

- $

Non-cash Disclosures:

Payments made by parties on behalf of the Company:

Increase in notes payable

- $

9,137

Increase in notes payable - shareholder

29,669 $

- $

30,107

Increase in notes payable - related parties

- $

21,079

Decrease in accounts payable - related parties

- $

(20,654)

Decrease in accounts payable

(29,669)

Increase in prepaid expenses

- $

(10,000)

To apply balance owed to a related party to accounts receivable:

Decrease in accounts receivable - related party

- $

40,000

Repayments of note payable - related party

- $

(40,000)

Stock issued for licensing agreement rights

- $

672,000

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

SONNEN CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2013

NOTE 1 – BUSINESS

Sonnen Corporation was incorporated in the state of Nevada on November 16, 2006 as “Simple Tech,

Inc.” Sonnen Corporation and its wholly-owned subsidiary, Sonnen One, Inc., are referred to herein as the

“Company”. By June 2009, the Company had been unable to realize its original business objective. In July

2009, the Company entered into a licensing agreement to research, develop and market products that rely

upon a novel process for energy generation consisting of specific materials and proprietary material

combinations.

On November 3, 2009, the Company amended its articles of incorporation to change its name from “Simple

Tech, Inc.” to “Sonnen Corporation” and to decrease the number of its authorized common stock from one

billion five hundred million (1,500,000,000) shares (par value $0.0001) to two hundred fifty million

(250,000,000) shares (par value $0.0001) without affecting the number of issued and outstanding shares.

The Company’s subsidiary changed its name from “Sonnen Corporation” to “Sonnen One, Inc.”

On November 9, 2009, the Company formed a Scientific Advisory Board to support the Company with its

research, development, and commercialization efforts through advice, counsel, and direct participation

utilizing the industry expertise and professional and academic backgrounds of its Scientific Advisory Board

members pursuant to its current business plan.

On February 6, 2010, the licensor of the licensing agreement notified the Company of a purported breach of

contract terms, including a breach of confidentiality, insufficient funding for research and development

activities and failure to provide direct access to our patent attorneys. The license agreement allowed for a

ninety day period in which to cure purported breaches. The Company subsequently learned that the licensor

was not the rightful owner of the license and had no rights to grant the license to the Company.

Since the licensor failed to remedy the breach of the licensing agreement, the Company filed a legal

complaint on March 8, 2010 and impaired the entire $672,000 book value of the licensing agreement.

The Company has since been seeking to litigate an outcome of the dispute.

SONNEN CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2013

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements have been

prepared in accordance with generally accepted accounting principles (GAAP) for interim financial

information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information

and footnotes required by GAAP for complete financial statements. In the opinion of management, all

adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the

Company’s financial position as of March 31, 2013, and the results of its operations and cash flows for the

nine months ended March 31, 2013, have been made. Operating results for the nine months ended March

31, 2013 are not necessarily indicative of the results that may be expected for the year ended June 30, 2013.

These consolidated financial statements should be read in conjunction with the financial statements and

notes for the year ended June 30, 2012, thereto contained in the Company’s Form 10-K.

Development Stage Enterprise

At March 31, 2013, the Company’s business operations had not fully developed and the Company is highly

dependent upon funding and therefore is considered a development stage enterprise.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Sonnen Corporation and

Sonnen One, Inc., its wholly-owned subsidiary. All material intercompany accounts and transactions

between the Companies for the periods presented have been eliminated in consolidation.

Use of Estimates in the Preparation of Financial Statements

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, the disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ

from those estimates and assumptions.

NOTE 3 – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will

continue as a going concern. The Company has a cumulative net loss for the period from inception

(November 16, 2006) through March 31, 2013 of $4,631,640, a working capital deficit of $1,313,037 and

negative cash flows from development stage activities of $5,509. These conditions raise substantial doubt

about the Company's ability to continue as a going concern. The Company's continuation as a going concern

is dependent on its ability to meet its obligations, to obtain additional debt and/or equity financing as may

be required and ultimately to attain profitability. The consolidated financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

SONNEN CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2013

NOTE 4 – PREPAID EXPENSES

Prepaid expenses comprise of the following at March 31, 2013:

MartinelliMick PLLC

Prepayment retainer for Audit fees

4,988

Total

4,988

NOTE 5 – LICENSING AGREEMENT

The Company entered into a licensing agreement (the “Agreement”) with PT Group, Limited (“PT Group”),

an unrelated entity, on July 27, 2009, that granted the Company an exclusive, non-transferable license to use

PT Group’s intellectual property of a certain technology and licensed products to be used in achieving the

Company’s business objectives. The terms of the agreement would have continued until the expiry of

protections afforded for the intellectual property, provided that the Company was not in breach or default of

any of the terms or conditions contained in the Agreement. During the term of the licensing agreement, the

PT Group retained sole and beneficial propriety of the intellectual property including any improvements

made to any licensed products or future products, regardless of the source.

In exchange for use of the license, the PT Group was issued common shares equal to 5% of the issued and

outstanding common shares, 3,360,000 shares of the Company at a value of $0.20 per share on the

execution date, which was estimated to be $672,000. Additionally, upon the Company cumulatively raising

$50 million in equity financing, the Company guaranteed that PT Group would own no less than 2.5% of

the issued and outstanding shares of its common shares.

Breach of Contract Claim

On February 6, 2010, PT Group notified the Company of a purported breach of contract terms, including a

breach of confidentiality, insufficient funding for research and development activities and failure to provide

direct access to our patent attorneys. The license agreement allowed for a ninety day period in which to cure

purported breaches. During the quarter ended March 31, 2010, the Company learned that PT Group was not

the rightful owner of the license and had no rights to grant the license to the Company. Since PT Group has

not remedied the breach in accordance with the Agreement, the Company filed a legal complaint. (Note 11)

As a result of this discovery, the Company impaired the entire $672,000 book value of the license

agreement.

SONNEN CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2013

NOTE 6 – NOTES PAYABLE

On January 5, 2010, the Company received an advance on an interest bearing promissory note of $100,000

from an unrelated entity. The note is due and payable on January 11, 2011, and bears an interest rate of 8%

per annum. Accrued interest on this note was $26,244 and $18,133 as of March 31, 2013 and 2012,

respectively. On January 3, 2013 this note was extended to December 12, 2014.

On August 29, 2009, the Company received an advance on an interest bearing promissory note of $10,000

from an unrelated third party. The note was due and payable on February 28, 2010, and bears an interest rate

of 1% per month. On November 17, 2009, we made a principal payment of $5,000. On March 1, 2010, the

Company executed a new note for $5,000 to the same unrelated third party. The new note is due and

payable on March 1, 2011, and bears an interest rate of 8% per annum. Accrued interest on these notes was

$1,816 and $1,411 as of March 31, 2013 and 2012, respectively. On January 3, 2013 this note was extended

to January 3, 2015.

On June 10, 2010, the Company received an advance on an interest bearing promissory note of $5,983 for a

payment made on behalf of the Company from an unrelated entity. The note is due and payable on June 10,

2011, and bears an interest rate of 8% per annum. On June 18, 2010, the Company received another

advance on an interest bearing promissory note of $10,000 in cash from the same unrelated entity. The note

is due and payable on June 18, 2011, and bears an interest rate of 8% per annum. On June 30, 2010, the

Company received an advance on an interest bearing promissory note of $5,300 for a payment made on

behalf of the Company from the same unrelated entity. The note is due and payable on June 30, 2011, and

bears an interest rate of 8% per annum. Accrued interest on these notes was $4,807 and $3,080 as of March

31, 2013 and 2012, respectively. On January 3, 2013 each of these notes was extended to January 3, 2015.

On September 20, 2010, the Company received an advance on an interest bearing promissory note of

$25,000 from an unrelated entity. The note is due and payable on September 20, 2011, and bears an interest

rate of 8% per annum. Accrued interest on this note was $5,128 and $3,100 as of March 31, 2013 and 2012,

respectively. On January 3, 2013 this note was extended to January 3, 2015.

SONNEN CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2013

NOTE 7 – LOANS FROM SHAREHOLDERS

On February 14, 2012, the Company received two advances on interest bearing promissory notes for an

aggregate total of $9,137 for three payments made on behalf of the Company from a shareholder. The notes

are payable on demand, and the Company has not received a demand as of March 31, 2013, and bears an

interest rate of 8% per annum. Accrued interest of $835 and $93 for the periods ended March 31, 2013 and

2012, respectively, has been accrued and is outstanding as of March 31, 2013.

On February 17, 2010, the Company received an advance on an interest bearing promissory note of $93,660

in cash and a payment made on behalf of the Company of $5,000 for a total of $98,660 from an unrelated

shareholder. The note is due and payable on February 17, 2011, and bears an interest rate of 8% per annum.

On May 6, 2010, the Company received another advance on an interest bearing promissory note of $35,000

in cash and a payment made on behalf of the Company of $5,000 for a total of $40,000 from the same

shareholder. The note is due and payable on May 6, 2011, and bears an interest rate of 8% per annum. . On

July 8, 2010, the Company received another advance on an interest bearing promissory note of $12,000

from the same shareholder. The note is due and payable on July 8, 2011, and bears an interest rate of 8% per

annum. On January 3, 2013 each of these notes was extended to January 3, 2015. On June 15, 2012, the

Company received an advance on an interest bearing promissory notes for a payment made on behalf of the

Company from the same shareholder as above. The note is payable on demand, and the Company has not

received a demand as of March 31, 2013, and bears an interest rate of 8% per annum. On October 19, 2012,

the Company received an advance of $14,669 on an interest bearing promissory note for payments made on

behalf of the Company from the same shareholder as above. The note is payable on demand, and the

Company has not received a demand as of March 31, 2013, and bears an interest rate of 8% per annum.

Accrued interest on these notes was $37,590 and $24,811 as of March 31, 2013 and 2012, respectively.

NOTE 8 – STOCKHOLDERS' EQUITY

Common Shares – Authorized

The Company has 250,000,000 common shares authorized at a par value of $0.0001 per share and

50,000,000 shares of preferred stock, par value $0.0001 per share. All common stock shares have equal

voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and,

therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all the

directors of the Company. As of March 31, 2013, there are no classes of preferred stock designated and

none are outstanding. As of March 31, 2013 and 2012, there are 67,893,000 shares issued and outstanding,

respectively.

Common Stock Issuances and Warrants Granted

For the nine months ended March 31, 2013 there were no share issuances.

SONNEN CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2013

NOTE 9 – STOCK – BASED COMPENSATION

On August 31, 2009, the Company adopted the Company’s 2009, Stock Option Plan (the “Plan”) in an

effort to promote the interests of the Company by providing eligible persons and companies with the

opportunity to acquire or increase a proprietary interest in the Company through the grant of up to five

million (5,000,000) non-statutory stock options (the “Options”) as an incentive for the eligible persons to

continue their employment or service.

On August 31, 2009, the Company authorized the grant of an aggregate of one million eight hundred

thousand (1,800,000) Options with an exercise price of $1.00 per share pursuant to the Plan. This block of

Options vest over a three year period through August 31, 2012, in equal increments of one-third of

potentially exercisable Options each year or in full if involuntarily terminated.

During the nine months ended March 31, 2013, there have been no additional grants of stock options under

the plan.

On December 31, 2012, all outstanding vested options had expired in accordance with the terms of their

respective stock option agreements or were rescinded by mutual agreement between the Company and the

respective holders.

A summary of the Options granted to employees and others under the Plan and changes since inception of

the Plan is presented below:

Weighted

Average

Number of

Exercise

Aggregate

Options

Price

Intrinsic Value

Balance at July 1, 2011

1,950,000 $

1.01 $

1,976,064

Options Granted

Options Exercised

Options Forfeited or Expired

Balance at June 30, 2012

1,950,000 $

1.01 $

1,976,064

Exercisable at June 30, 2012

1,549,960 $

1.01 $

1,572,985

Weighted average fair value of Options

granted through June 30, 2012

1.01

SONNEN CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2013

NOTE 9 – STOCK – BASED COMPENSATION - CONTINUED

Weighted

Average

Number of

Exercise

Aggregate

Options

Price

Intrinsic Value

Balance at July 1, 2012

1,950,000 $

1.01 $

1,976,064

Options Granted

Options Exercised

Options Forfeited or Expired

(1,950,000)

(1,976,064)

Balance at March 31, 2013

Exercisable at March 31, 2013

Weighted average fair value of Options

granted through March 31, 2013

The following table summarizes information about stock Options under the Plan that were outstanding at

March 31, 2013:

Outstanding Options

Weighted

Average

Number

Remaining

Weighted

Outstanding

Contractual

Average

Exercise

at March

Life in

Exercise

Intrinsic

Price

31, 2013

Years

Price

Value

Options Exercisable

Number

Weighted

Exercisable

Average

Aggregate

Exercise

at March 31,

Exercise

Intrinsic

Price

2013

Price

Value

During the nine months ended March 31, 2013 and 2012, the Company recorded $67,180 and $302,289,

respectively, in stock-based compensation which is included in salaries, payroll taxes, and expenses on the

statements of operations.

At March 31, 2013 there was no unrecognized compensation cost related to stock options granted under the

Plan.

SONNEN CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2013

NOTE 10 – RELATED PARTY TRANSACTIONS

Notes payable – related parties

On April 29, 2010, the Company received an advance on a non-interest bearing promissory note of $8,500

from a related entity. The note is due and payable on demand. On July 15, 2010, the Company repaid

$4,000 of the balance of this note. The remaining balance of $4,500 is outstanding as of March 31, 2013 for

which the Company has not yet received a demand.

On May 2, 2011, the Company received an advance on an interest bearing promissory note of $7,100 from a

related entity. The note is due and payable on June 2, 2012, and bears an interest rate of 8% per annum.

Accrued interest of $1,103 and $527 for the periods ended March 31, 2013 and 2012, respectively, has been

accrued and is outstanding as of March 31, 2013. On January 3, 2013 this note was extended to January 3,

2015.

On October 30, 2012, the Company received an advance on an interest bearing promissory note of $4,000

from a related entity. The note is due and payable on demand, and bears an interest rate of 8% per annum.

Interest of $135 for the period ended March 31, 2013 been accrued and is outstanding as of March 31, 2013.

The balance is outstanding as of March 31, 2013, and the Company has not yet received a demand.

On October 12, 2012, the Company received an advance on an interest bearing promissory note of $15,000

from a related entity. The note is due and payable on demand, and bears an interest rate of 8% per annum.

Interest of $567 for the period ended March 31, 2013 been accrued and is outstanding as of March 31, 2013.

The balance is outstanding as of March 31, 2013, and the Company has not yet received a demand.

On March 20, 2013, the Company received an advance on an interest bearing promissory note of $2,000

from a related entity. The note is due and payable on demand, and bears an interest rate of 8% per annum.

The balance is outstanding as of March 31, 2013, and the Company has not yet received a demand.

Consulting Agreements

On October 1, 2009, the Company entered into a consulting agreement with Prosper Financial, Inc., a

company owned by the spouse of the Company’s President and Chief Executive Officer and 37% owner of

the Company. The agreement calls for monthly payments of $2,500 for consulting services rendered and

$1,200 per month in rental payments for the use of Prosper Financial, Inc.’s office space. The agreement

extends through October 31, 2010, and was extended after that on a month to month basis for the consulting

services. As of March 31, 2013 and June 30, 2012, this related party had a balance due of $85,364 and

$58,064, respectively, and is reflected in accounts payable – related parties.

On August 1, 2009, the Company entered into a consulting agreement with a director and officer that calls

for monthly compensation of $7,500 and extended through December 31, 2009, after which became a

month to month basis. As of March 31, 2013 and June 30, 2012, this related party had a balance due of

$259,019 and $191,519, respectively, which is reflected in accounts payable – related parties.

SONNEN CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2013

NOTE 10 – RELATED PARTY TRANSACTIONS - CONTINUED

Consulting Agreements - continued

On July 1, 2009, the Company entered into a consulting agreement with a shareholder, director and officer

of the Company that calls for an annual base fee of $96,000 and extends through June 30, 2010, after which

was continued on a month to month basis. As of March 31, 2013, this related party had a total balance due

of $320,613, comprised of $305,350 due for consulting fees, and $15,263 for business expenses, all of

which is reflected in accounts payable – related parties. As of June 30, 2012, this related party had a total

balance due of $246,969, comprised of $233,350 due for consulting fees, and $13,619 for business

expenses, all of which is reflected in accounts payable – related parties.

On October 1, 2009, the Company entered into a consulting agreement with the former Head of Research

that calls for monthly compensation of $6,000 and extends through December 31, 2009, this contract was

not renewed or extended. As of March 31, 2013 and June 30, 2012, this related party had a balance due of

$1,840, which is reflected in accounts payable – related parties.

On October 1, 2009, the Company entered into an agreement with a consultant to provide bookkeeping

services, the monthly compensation is $5,000 and extended through October 1, 2010, in addition, the

consultant shall be entitled to 100,000 incentive stock options upon signing, and extended through October

1, 2010. On April 1, 2010, we entered into a new agreement with the same consultant, the monthly

compensation was amended to be $2,500 per month, all other terms remained the same, and extended

through April 1, 2011, this contract was not renewed or extended. As of March 31, 2013 and June 30, 2012,

this related party had a balance due of $77,500 and $55,000, respectively, which is reflected in accounts

payable – related parties.

On December 1, 2009, the Company entered into a consulting agreement with the son of our President to

provide business consulting services that calls for monthly compensation of $2,000 and extends through

November 30, 2010, this contract was not renewed or extended. As of March 31, 2013 and June 30, 2012,

this related party had a balance due of $9,000, which is reflected in accounts payable – related parties.

SONNEN CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2013

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Contingencies

On February 6, 2010, PT Group notified the Company of a purported breach of contract terms including a

breach of confidentiality, insufficient funding for research and development activities and failure to provide

direct access to our patent attorneys. The licensing agreement allows for a ninety day period in which to

cure purported breaches. The Company’s management and board of directors have reason to believe that PT

Group may not be the rightful owner of the intellectual property licensed under the licensing agreement.

(Note 5)

On March 8, 2010, the Company filed a complaint in the Circuit Court of the 11^th Judicial Court In and For

Miami-Dade County, Florida against Paul R. Leonard and PT Group in connection with a breach of the

licensing agreement dated July 27, 2009. The complaint seeks: (i) damages for fraud that stem from

reliance on PT Group's claim of ownership over certain proprietary information, (ii) the return of Company

shares issued to PT Group as compensation for the rights licensed, (iii) injunctive relief sought to prohibit

Mr. Leonard’s use of confidential information to which he is not entitled, and (iv) reasonable attorney’s

fees. Mr. Leonard responded to the complaint in an answer dated November 19, 2012 asserting that had no

knowledge of the subject matter of the suit. The Company has been unable to serve PT Group to date.

Should the relief sought be adjudicated, the Company expects to succeed on the merits of its claims.

NOTE 12– SUBSEQUENT EVENTS

In accordance with Accounting Standards Codification (ASC) topic 855-10 “Subsequent Events”, the

Company has evaluated subsequent events through the date which the financial statements were available to

be issued. The Company has determined that there were no such events that warrant disclosure or

recognition in the financial statements, other than these below:

Note payables – related party

On April 5, 2013, the Company received an advance on an interest bearing promissory note of $1,500 from

a related entity. The note is due and payable on demand, and bears an interest rate of 8% per annum, and the

Company has not yet received a demand to date.

On April 8, 2013, the Company received an advance on an interest bearing promissory note of $3,250 from

a related entity. The note is due and payable on demand, and bears an interest rate of 8% per annum, and the

Company has not yet received a demand to date.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other

parts of this quarterly report contain forward-looking statements that involve risks and uncertainties.

Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,”

“plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future

performance and our actual results may differ significantly from the results discussed in the forward-

looking statements. Factors that might cause such differences include, but are not limited to, those

discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future

Results and Financial Condition below. The following discussion should be read in conjunction with our

consolidated financial statements and related notes included in this report. Information presented herein is

based on the three and nine month periods ended March 31, 2013. Our fiscal year-end is June 30.

Discussion and Analysis of the Company’s Plan of Operation

Our plan of operation over the next twelve months is to prosecute the Company’s civil complaint against

PT Group and certain of the principals thereof and to consider alternative technologies for merger or

acquisition that might create value for our shareholders. Meanwhile, we have suspended our development

plan for the technology licensed from PT Group. While awaiting resolution of the uncertainties

surrounding the licensing agreement, the Company intends to identify, acquire and develop alternative

innovative technologies that it might advance to commercial applications. Management understands that

new technologies must meet several critical milestones in advance of commercialization. Milestones

include cost effectiveness, energy efficiencies, convenience of use and practicability. Any products that

we should develop will have to be able to effectively compete with today’s accepted technologies by

optimizing low-cost manufacturing processes, ensuring enhanced energy efficiencies, and providing a

reliable product with the flexibility to rely on alternative fuel sources.

The Company’s business development strategy is prone to significant risks and uncertainties which could

have an immediate impact on its efforts to generate a positive net cash flow and could deter the

development of advanced energy enhanced technology. Historically, the Company has not generated

sufficient cash flow to sustain operations and has had to rely on debt or equity financing to remain in

business. Therefore, we cannot offer that future expectations that any technology the Company might

develop will be commercially developed or that it will be sufficient to generate the revenue required for

its operations. Should we be unable to generate cash flow, the Company may be forced to seek additional

debt or equity financing as alternatives to the cessation of operations. The success of such measures can in

no way be assured.

We have not generated any revenue since inception.

Results of Operations

During the nine months ended March 31, 2013, our operations were focused on maintaining our civil

complaint against Paul R. Leonard and PT Group in connection with breaches of a licensing agreement

and considering alternative technologies for merger or acquisition that might create value for the

Company’s shareholders.

Net Losses

For the period from inception (November 16, 2006) until March 31, 2013, the Company incurred net

losses of $4,631,640.

Net losses for the three months ended March 31, 2013 were $84,195 as compared to net losses of

$147,329 for the three months ended March 31, 2012. Net losses for the nine month period ended March

31, 2013 were $290,963 as compared to net losses of $474,155 for the nine months ended March 31,

2012. The decrease in net losses over the comparative three and nine month periods can be attributed to a

decrease in general and administrative expenses.

We expect to continue to realize net losses as operating costs accrue and management considers

alternative technologies to succeed that technology subject to litigation.

General and Administrative Expenses

For the period from inception until March 31, 2013, the Company incurred general and administrative

expenses of $3,929,259. General and administrative expenses for the three months ended March 31, 2013

were $77,126 as compared to $140,896 for the three months ended March 31, 2012. General and

administrative expenses for the nine months ended March 31, 2013 were $270,232 as compared to

$454,622 for the nine months ended March 31, 2012. The decrease in general and administrative

expenses over the comparative three and nine month periods can be primarily attributed to the decrease in

compensation benefits offset by the increase in consulting and professional fees.

We expect that general and administrative expenses will continue to decrease as operations slow due to

the delay associated with our inability to obtain a response from PT Group in connection with ongoing

litigation.

Income Tax Expense (Benefit)

The Company has a prospective income tax benefit resulting from a net operating loss carry-forward and

start up costs that will offset any future operating profit.

Capital Expenditures

The Company has not spent significant amounts of capital for the period from November 16, 2006

(inception) to March 31, 2013.

Liquidity and Capital Resources

The Company has been in the development stage since inception, and has experienced significant changes

in liquidity, capital resources, and stockholders’ equity.

The Company had total assets of $5,506 consisting of cash of $518 and pre-paid expenses of $4,988 as of

March 31, 2013.

The Company had current and total liabilities of $1,318,543 consisting of accounts payable, accounts

payable to related parties, accrued payroll, notes payable to related parties, notes payable and loans from a

shareholder as of March 31, 2013.

The Company had a stockholders’ deficit of $1,313,037 and a working capital deficit of $1,313,037 at

March 31, 2013.

For the period from inception until March 31, 2013, net cash used in development stage activities was

$849,350. Net cash used in development stage activities for the nine month period ending March 31,

2013 was $5,509 as compared to $127 used in development stage activities for the nine months ended

March 31, 2012. Net cash used in development stage activities in the current nine month period can be

attributed to general and administrative expenses, that include but are not limited to, personnel costs,

accounting fees, consulting expenses, and professional fees, such as for auditing purposes and legal

consultation and pre-paid expenses, offset by vested stock options, which is a book expense item that

does not affect the total net cash used amount relative to actual cash used and actual cash items that do

affect the actual cash used that are not income statement related items, including prepaid expenses,

accounts payable, accounts payable to related parties, and accrued interest. We expect to use net cash in

development stage activities until such time as net losses transition to net income, which transition is not

anticipated until we realize income producing activities.

For the period from inception until March 31, 2013, net cash used in investing activities was $1,853. Net

cash used in investing activities for each of the nine months ended March 31, 2013 and March 31, 2012

was zero. We expect to use net cash in investing activities on returning to technology development

activities.

For the period from inception until March 31, 2013, net cash provided by financing activities was

$851,721. Net cash provided by financing activities for the nine months ended March 31, 2013 was

$6,000 as compared to zero provided by financing activities for the nine months ended March 31, 2012.

Net cash provided by financing activities in the current nine month period is attributed to proceeds from

notes payable to related parties. We expect net cash provided by financing activities in future periods to

fund litigation costs, regulatory compliance and daily operations.

Our current assets are insufficient to meet our current obligations or to satisfy our cash needs over the

next twelve months and as such the Company will require additional debt or equity financing. We had no

commitments or arrangements for financing at March 31, 2013 though we are pursuing a number of

prospective sources that include shareholder loans, the sale of equity, the procurement of long term debt

or the settlement of additional debt for equity. We face certain financial obstacles to attracting new funds

due to our historical and current record of net losses and working capital deficits. Therefore, despite our

efforts we can provide no assurance that the Company will be able to secure the financing required to

meet our stated objectives or even to continue as a going concern.

The Company does not expect to pay cash dividends in the foreseeable future.

The Company has a defined stock option plan and contractual commitments with all of its officers and

directors.

The Company has no current plans for any significant purchase or sale of any plant or equipment.

The Company has no current plans to make any changes in the number of employees.

Off Balance Sheet Arrangements

As of March 31, 2013, the Company had no off-balance sheet arrangements that have or are reasonably

likely to have a current or future effect on our financial condition, changes in financial condition,

revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is

material to stockholders.

Going Concern

The Company’s auditors have expressed an opinion as to its ability to continue as a going concern as a

result of continuing net operating losses. Our ability to continue as a going concern is dependent on

realizing funding from inside or outside sources. Management’s plan to address the Company’s ability to

continue as a going concern includes: (i) obtaining funding from the private placement of debt or equity;

and (ii) converting debt to equity. Management believes that it will be able to obtain funding to enable the

Company to remain a going concern through the methods discussed above, though there can be no

assurances that such methods will prove successful.

Forward- Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in the section titled “Results of Operations” and “Description of Business”,

with the exception of historical facts, are forward looking statements. A safe-harbor provision may not be

applicable to the forward looking statements made in this current report. Forward looking statements

reflect our current expectations and beliefs regarding our future results of operations, performance, and

achievements. These statements are subject to risks and uncertainties and are based upon assumptions and

beliefs that may or may not materialize. These statements include, but are not limited to, statements

concerning:

our anticipated financial performance;
uncertainties related to the research and development of technology;
our ability to generate revenues through sales to fund future operations;
our ability to raise additional capital to fund cash requirements for future operations;
the volatility of the stock market; and
general economic conditions.

We caution readers that our operating results are subject to various risks and uncertainties that could cause

our actual results to differ materially from those discussed or anticipated. We advise readers not to place

any undue reliance on the forward-looking statements contained in this report, which reflect our beliefs

and expectations only as of the date of this report. We assume no obligation to update or revise these

forward-looking statements to reflect new events or circumstances or any changes in our beliefs or

expectations, other than as required by law.

Stock-Based Compensation

We have adopted Accounting Standards Codification, ASC 718, formerly SFAS No. 123R, Share-Based

Payments, which addresses the accounting for stock-based payment transactions in which an enterprise

receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that

are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of

such equity instruments.

We account for equity instruments issued in exchange for the receipt of goods or services from other than

employees in accordance with ASC 505. Costs are measured at the estimated fair market value of the

consideration received or the estimated fair value of the equity instruments issued, whichever is more

reliably measurable based on the Black-Scholes model. The value of equity instruments issued for

consideration other than employee services is determined on the earliest of a performance commitment or

completion of performance by the provider of goods or services.

Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards

Update (ASU) No. 2011-11, “Disclosures about Offsetting Assets and Liabilities”, which will require

disclosures for entities with financial instruments and derivatives that are either offset on the balance

sheet in accordance with ASC 210-20-45 or ASC 815-10-45, or are subject to a master netting

arrangement. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January

1, 2013.

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future

effective dates are either not applicable or are not expected to be significant to the financial statements of

the Company.

Critical Accounting Policies

In the notes to the audited consolidated financial statements the Company for the year ended June 30,

2012, included in the Company’s Form 10-K filed with the Securities and Exchange Commission, the

Company discussed those accounting policies that are considered to be significant in determining the

results of operations and financial position. The Company’s management believes that their accounting

principles conform to accounting principles generally accepted in the United States of America.

The preparation of financial statements requires management to make significant estimates and judgments

that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these

judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate our

estimates, including those related to bad debts, inventories, intangible assets, warranty obligations,

product liability, revenue, and income taxes. We base our estimates on historical experience and other

facts and circumstances that are believed to be reasonable, and the results form the basis for making

judgments about the carrying value of assets and liabilities. The actual results may differ from these

estimates under different assumptions or conditions.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by

management, with the participation of the chief executive officer and the chief financial officer, of the

effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). 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’s 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’s management concluded, as of the end of the period covered by

this report, that the Company’s disclosure controls and procedures were not effective in recording,

processing, summarizing, and reporting information required to be disclosed, within the time periods

specified in the Commission’s rules and forms, and that such information was not 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

During the period ended March 31, 2013, there has been no change in internal control over financial

reporting 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.

On March 8, 2010, the Company filed a complaint in the Circuit Court of the 11^th Judicial Court In and

For Miami-Dade County, Florida against Paul R. Leonard and PT Group in connection with a breach of

the licensing agreement dated July 27, 2009. The complaint seeks: (i) money damages for fraud that stem

from reliance on PT Group's claim of ownership over certain proprietary information, PT Group’s

misrepresentation of efforts credited to prior research and development and PT Group’s failure to provide

sufficient technical information on which to prepare patents to secure the technology, (ii) the return of the

Company’s shares issued to PT Group as compensation for the rights licensed, (iii) injunctive relief

sought to prohibit Mr. Leonard’s use of confidential information to which he is not entitled, and (iv)

reasonable attorney’s fees. Mr. Leonard responded to the complaint in an answer dated November 19,

2012 asserting that had no knowledge of the subject matter of the suit. The Company has been unable to

serve PT Group to date. Should the relief sought be adjudicated, the Company expects to succeed on the

merits of its claims.

ITEM 1A.

RISK FACTORS.

Not required of smaller reporting companies.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS ON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable

ITEM 5.

OTHER INFORMATION.

On January 25, 2013, the Securities and Exchange Commission (“Commission”) ordered the suspension

in trading of the Company’s common stock and instituted proceedings to revoke the Company’s

registration under the Securities and Exchange Act due to its repeated failure to file required periodic

reports in a timely manner. The Commission filed a motion for the summary disposition of said

proceedings on April 15, 2013. The Company is in the process of responding to the Commission in

opposition to the revocation of its registration and is current in its periodic reports as of the filing of this

report.

ITEM 6.

EXHIBITS.

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page

25 of this Form 10-Q, and are incorporated herein by this reference.

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.

Sonnen Corporation

Registrant

May 15, 2013

/s/ Robert Miller

Date

Robert Miller

Chief Executive Officer and Director

May 15, 2013

/s/ Costas Takkas

Date

Costas Takkas

Chief Financial Officer, Principal Accounting Officer and Director

INDEX TO EXHIBITS

Exhibit

Description

3.1.1*

Articles of Incorporation, incorporated by reference to the Company’s Form SB-2 filed with the

Commission on August 6, 2007.

3.1.2*

Amendment to the Articles of Incorporation, incorporated by reference to the Company’s

Definitive 14C filed with the Commission on October 14, 2009.

3.2*

Bylaws, incorporated by reference to the Company’s Form SB-2 filed with the Commission on

August 6, 2007.

10.1*

Licensing Agreement between the Company, the Company’s wholly owned subsidiary, and P.T.

Group, Ltd., dated July 27, 2009, incorporated by reference to the Company’s Form 10-K filed

with the Commission on August 3, 2009.

10.2*

Consulting Agreement between the Company and Costas Takkas, dated July 27, 2009,

incorporated by reference to the Company’s Form 10-K filed with the Commission on August 3,

2009.

10.3*

Employment Agreement between the Company and Paul Leonard dated July 27, 2009,

incorporated by reference to the Company’s Form 10-K filed with the Commission on August 3,

2009.

10.4*

Employment Agreement between the Company and David Greenbaum dated August 1, 2009,

incorporated by reference to the Company’s Form 10-Q filed with the Commission on November

23, 2009.

10.5*

Consulting Agreement between the Company and Carol Laws dated August 1, 2009, incorporated

by reference to the Company’s Form 10-Q filed with the Commission on November 23, 2009.

10.6*

Consulting Agreement between the Company and Backend Technologies, LLC dated August 5,

2009, incorporated by reference to the Company’s Form 10-Q filed with the Commission on

November 23, 2009.

10.7*

Employment Agreement between the Company and Robert H. Miller dated January 1, 2010,

incorporated by reference to the Company’ Form 10-Q filed with the Commission on November

23, 2010.

21*

Subsidiaries of the Company, incorporated by reference to the Company’s Form 10-K filed with

the Commission on August 3, 2009.

31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act as

adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).

31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act as

adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (attached).

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (attached).

101. INS

XBRL Instance Document^†

101. PRE

XBRL Taxonomy Extension Presentation Linkbase^†

101. LAB

XBRL Taxonomy Extension Label Linkbase^†

101. DEF

XBRL Taxonomy Extension Label Linkbase^†

101. CAL

XBRL Taxonomy Extension Label Linkbase^†

101. SCH

XBRL Taxonomy Extension Schema^†

Incorporated by reference to previous filings of the Company.

^†

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and

not “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the

Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the

Securities and Exchange Act of 1934, and otherwise is not subject to liability under these

sections.