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EXHIBIT 23.1 

 

**Consent of Ernst & Young LLP, Independent Auditors**

 

We consent to the incorporation by reference in the Registration Statements (Form S-8) pertaining to the 1996 Stock Incentive Plan, the 1989 Incentive Stock Option,Nonqualified Stock Option and Stock Purchase Plan, the 1989 Special Nonqualified Stock Option and Stock Purchase Plan and the Executive Stock Plan and the Registration Statements on Form S-3 (Nos. 333-112043 and 333-108948) of our reported datedJuly 25, 2003, except for the fourth paragraph of footnote 1 and footnote 11, for which the date is August 21, 2003, with respect to the financial statements of Cortex Pharmaceuticals, Inc. included in its Annual Report (Form 10-K/A, Amendment No.2) for the year ended June 30, 2003. 

 

/s/ Ernst & Young LLP 

San Diego, California 

March 1, 2004
IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 15-70015

CARLOS MANUEL AYESTAS, also known as Dennis Zelaya Corea,

Petitioner - Appellant

v.

WILLIAM STEPHENS, DIRECTOR, TEXAS DEPARTMENT OF CRIMINAL 

JUSTICE, CORRECTIONAL INSTITUTIONS DIVISION,

Respondent - Appellee

Appeal from the United States District Court 

for the Southern District of Texas

ON PETITION FOR REHEARING AND REHEARING EN BANC

Before DAVIS, SMITH, and SOUTHWICK, Circuit Judges.

PER CURIAM:

No member of this panel nor judge in regular active service on the court 

having requested that the court be polled on Rehearing En Banc, the Petition 

for Rehearing En Banc is DENIED. See FED. R. APP. P. 35; 5TH CIR. R. 35. 

The Petition for Panel Rehearing is also DENIED. 

In the petitions, Ayestas makes two arguments to which we will respond. 

First, he alleges errors with our holding under Rhines v. Weber, 544 U.S. 269 

(2005). Specifically, he claims we held that “because federal habeas counsel 

did not locate the Siegler Memo sooner, it was insufficiently diligent under”
No. 15-70015

2

Article 11.071 § 5(a)(1) of the Texas Code of Criminal Procedure. We were not, 

though, referring to the diligence of federal habeas counsel in locating the 

memo. It was the diligence of Ayestas’s trial counsel that we were describing. 

Our analysis is consistent with Rhines.

Ayestas also points out that he was not in fact examined by a 

psychologist in 1997, but we stated he had been in our opinion. Our analysis 

is nonetheless unchanged. In our opinion, we held that even if Ayestas had 

shown there had been deficient performance under Strickland v. 

Washington, 466 U.S. 668 (1984), he did not show prejudice, that is, a 

“substantial, not just conceivable, likelihood of a different result.” Ayestas v. 

Stephens, No. 15-70015, 2016 WL 1138855, at *6 (5th Cir. Mar. 22, 2016)

(quoting Cullen v. Pinholster, 563 U.S. 170, 189 (2011)). Ayestas does not 

challenge this aspect of our panel opinion. Our conclusion that Strickland 

ineffectiveness was not shown remains unchanged.
<PAGE>
                                                                    EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements
(Forms S-8 Nos. 333-48828, 333-48824, 333-59866, 333-59294, 333-65064, and
333-67820 and Form S-4 No. 333-59258) of our report dated January 31, 2002,
except for the Note 16, as to which the date is February 19, 2002, with respect
to the consolidated financial statements of SONICblue Incorporated included in
the Annual Report (Form 10-K) for the year ended December 31, 2001.

San Jose, California
April 1, 2002
Exhibit






Exhibit 10(a)21


SECOND AMENDMENT TO THE SOUTHERN COMPANY 
DEFERRED COMPENSATION PLAN


WHEREAS, the Board of Directors of Southern Company Services, Inc. (Company) previously established and adopted the Southern Company Deferred Compensation Plan, as amended and restated effective January 1, 2009 (Plan);  and
WHEREAS, Section 8.3 of the Plan provides in relevant part that the Plan may be amended or modified at any time by the Benefits Administration Committee (Committee) if such amendment does not involve a substantial increase in cost to an Employing Company.
WHEREAS, the Committee has authorized an amendment to the Plan to permit the Committee to cancel a Deferral Election in the event a Participant becomes disabled as permitted under Treasury Regulation Section 1.409A-3(j)(4)(xii).
NOW, THEREFORE, effective October 29, 2014, the Committee hereby amends the Plan as follows:
A new Section 5.4 is added to the Plan as follows:
5.4    The Committee may cancel the Deferral Election of a Participant who incurs a disability.  Any cancellation under this section must occur by the later of the end of the calendar year in which the Participant incurs the disability or the 15th day of the third month after the date the Participant incurs the disability.  For purposes of this section, “disability” shall have the meaning set forth in Treasury Regulation Section 1.409A-3(j)(4)(xii).


COMMITTEE




By:    /s/Patricia L. Roberts    
                            Secretary
Type:  Exhibit-21.1
Description:  Subsidiaries  of  the  Registrant

                                                                    Exhibit-21.1

Citizens  Capital  Corp. (the "Company" ) is principally a holding company which
acquires  and/or  develops  those  operating  entities,  assets and/or marketing
rights which provide the Company with an initial entry into new markets or serve
as  complimentary  additions  to  existing  operations,  assets and/or products.

The  Company  currently  operates  through  the  following  three  (3) 97% owned
subsidiaries:

Landrush  Realty  Corporation  ("Landrush");  a  Texas corporation, organized to
operate  in  home  equity loan marketing; commercial and residential real estate
investment  and  development.

Media  Force  Sports  & Entertainment Inc. ("Media Force"); a Texas corporation,
organized  to  operate  in  print,  graphic,  broadcast  and entertainment media
production.

SCOR  Brands  Inc.  ("SCOR"),  a  Texas corporation, organized to operate in the
design,  marketing  and  distribution  of  branded  athletic  shoes and apparel.


                                       36
<PAGE>
Exhibit 32.1 - SECTION 906 CERTIFICATION



EXHIBIT 32.1

Section 1350 Certifications



I am the Principal Executive Officer and Principal
Financial Officer of ATVRockN, a Nevada Company (the “Company”). I am delivering this certificate in connection with
the Form 10-Q of the Company for the quarter ended August 31, 2014 and filed with the U.S. Securities and Exchange Commission (“Form
10-Q”).



Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of ATVRockN (the “Company”) certifies
to his knowledge that:



|    |                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The Quarterly Report on Form 10-Q of the Company for the quarterly period ended August 31, 2014 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 that Form 10-Q fairly presents, in all material respects, the financial conditions and results of operations of the Company.                                                 



|                                                               
|---------------------------------------------------------------
|/s/ Hal. B. Heyer, M.D.                                        
|Hal B. Heyer, M.D.                                             
|Principal Executive Officer
        Principal Financial Officer
|                                                               
|Date:  October 15, 2014                                        
|
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EX-10.13



 Exhibit 10.13 

AMENDMENT TO 
 MARRIOTT
VACATIONS WORLDWIDE CORPORATION 
 AMENDED AND RESTATED 

STOCK AND CASH INCENTIVE PLAN 

Effective December 9, 2015, the following amendments to the Marriott Vacations Worldwide Corporation Amended and Restated Stock and Cash
Incentive Plan were approved: 
  

	 	1.	Article 11.2 was amended by adding the following to the end thereof: 

  

	 	    	Upon Termination of Service or at such other times as determined by the Committee, the Non-Employee Director Share Award awarded to a Non-Employee Director shall be paid to the Non-Employee Director. 


 

	 	2.	Article 11.3(e) was deleted in its entirety and replaced by the following: 

  

	 	(e)	Payment of Stock Units. Upon Termination of Service or at such other times as determined by the Committee, the Stock Units credited to a Non-Employee Director’s Stock Unit Account shall be paid to the
Non-Employee Director in an equal number of shares of Stock in a single lump sum or in substantially equal annual installments over a period not to exceed ten (10) years, as irrevocably elected in writing by the Non-Employee Director at the
time of the Non-Employee Director’s election to defer Fees under Article 11.3(a), pursuant to rules established from time to time by the Committee.
Exhibit
32.1



CERTIFICATIONS
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
on Form 10-Q of Cynapsus Therapeutics Inc. (the “Company”) for the period ended September 30, 2015 (the “Report”),
the undersigned hereby certify in their capacities as Chief Executive Officer and Chief Financial Officer of the Company, respectively,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best
of their knowledge:



1.          the
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



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



|Dated: November 12, 2015 | By: | /s/ Anthony Giovinazzo                                                     
|------------------------ | --- | ---------------------------------------------------------------------------
|                         |     | Anthony Giovinazzo                                                         
|                         |     | President and Chief Executive Officer
        (principal executive officer)
|                         |     |                                                                            
|Dated: November 12, 2015 | By: | /s/ Andrew Williams                                                        
|                         |     | Andrew Williams                                                            
|                         |     | Chief Operating Officer and Chief Financial Officer                        
|                         |     | (principal financial officer)                                              



A signed original of this written statement
required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in
typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and
will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 31.2

Certification of Chief Financial Officer

of Periodic Report
Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, Richard T. Allorto, Jr., certify that:

1) I have reviewed this quarterly report on Form 10-Q of Sierra Income Corporation (the Company);

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 Company as of, and for, the periods presented in this report;

4) The Company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)) for the Company 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 Company,
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) evaluated the effectiveness of the Company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

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

5) The Companys other
certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Company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 Company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 Companys internal control over financial reporting.

Date: August 7, 2013



|                             
|-----------------------------
|/s/ Richard T. Allorto, Jr.  
|Richard T. Allorto, Jr.      
|Chief Financial Officer      
|(Principal Financial Officer)