UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549





FORM 10-Q





[X]
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended July 31, 2010[  ]
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934For the transition period  to__________Commission File Number:  333-143975





Vortec Electronics, Inc.


(Exact name of Registrant as specified in its charter)





Nevada
N/A(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)





No. 16D, Jalan 6/5 Taman Komersial

Pandan Indah, Malaysia(Address of principal executive offices)





778-991-7278(Registrant’s telephone number)_______________________________________________________________(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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes    [ ] No





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 (§ 229.405 of this chapter) during the preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [X]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.





[ ] Large accelerated filer Accelerated filer
[ ] Non-accelerated filer[X] Smaller reporting company





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





State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,150,000 common shares as of September 7, 2010.









TABLE OF CONTENTS
PagePART I – FINANCIAL INFORMATIONItem 1:
Financial Statements
3Item 2:
Management’s Discussion and Analysis of Financial Condition and Results of Operations
4Item 3:
Quantitative and Qualitative Disclosures About Market Risk
7Item 4T:
Controls and Procedures
8PART II – OTHER INFORMATIONItem 1:
Legal Proceedings
9Item 1A:
Risk Factors
9Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
9Item 3:
Defaults Upon Senior Securities
9Item 4:
(Removed and Reserved)
9Item 5:
Other Information
9Item 6:
Exhibits
9


2


PART I - FINANCIAL INFORMATION





Item 1.     Financial Statements





Our financial statements included in this Form 10-Q are as follows:F-1
Balance Sheets as of July 31, 2010 (unaudited) and April 30, 2010 (audited);F-2
Statements of Operations for the three months ended July 31, 2010 and 2009 and period from March 27, 2007 (Inception) to July 31, 2010 (unaudited);F-3
Statements of Stockholders’ Equity for period from March 27, 2007 (Inception) to July 31, 2010 (unaudited);F-4
Statements of Cash Flows for the three months ended July 31, 2010 and 2009 and period from March 27, 2007 (Inception) to July 31, 2010 (unaudited); andF-5
Notes to Financial Statements.




These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended July 31, 2010 are not necessarily indicative of the results that can be expected for the full year.




3




VORTEC ELECTRONICS, INC.
 (A DEVELOPMENT STAGE COMPANY)
 BALANCE SHEETS
 AS OF JULY 31, 2010 AND APRIL 30, 2010
 
 July 31,

2010

(unaudited)

April 30,

2010

(audited)ASSETSCurrent AssetsCash and equivalents
$
0

$
0TOTAL ASSETS
$
0

$
0LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent LiabilitiesAccrued expenses
$
2,089

$
2,089Due to officer

41,178


39,178Total liabilities

43,267


41,267Stockholders’ DeficitCommon Stock, $.001 par value, 100,000,000 shares authorized, 2,150,000 shares issued and outstanding

2,150


2,150Additional paid-in capital

40,850


40,850Deficit accumulated during the development stage

(86,267
)

(84,267
)Total stockholders’ deficit

(43,267
)

(41,267
)TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
$
0

$
0
  See accompanying notes to financial statements.
  F-1
  VORTEC ELECTRONICS, INC.
 (A DEVELOPMENT STAGE COMPANY)
 STATEMENTS OF OPERATIONS (unaudited)
 FOR THE THREE MONTHS ENDED JULY 31, 2010 AND 2009
 FOR THE PERIOD FROM MARCH 27, 2007 (INCEPTION) TO JULY 31, 2010
  Three Months ended July 31, 2010


Three Months ended July 31, 2009


Period from March 27, 2007 (Inception) to July 31, 2010REVENUES
$
0


$
0


$
0OPERATING EXPENSESProfessional fees

2,000



2,000



86,267NET LOSS
$
(2,000
)

$
(2,000
)

$
(86,267
)NET LOSS PER SHARE: BASIC AND DILUTED
$
(0.00
)

$
(0.00
)WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED

2,150,000



2,150,000
  See accompanying notes to financial statements.
  F-2
  VORTEC ELECTRONICS, INC.
 (A DEVELOPMENT STAGE COMPANY)
 STATEMENT OF STOCKHOLDERS’ DEFICIT (unaudited)
 FOR THE PERIOD FROM MARCH 27, 2007 (INCEPTION) TO JULY 31, 2010
  Common stock

Additional

paid-in

Deficit

accumulated

during the

developmentShares

Amount

capital

stage

TotalIssuance of common stockfor cash @$.001
2,150,000

$
2,150

$
40,850

$


$
43,000Net loss for the period
-


-


-


(4,505
)

(4,505
)Balance, April 30, 2007
2,150,000


2,150


40,850


(4,505
)

38,495Net loss for the year ended April 30, 2008
-


-


-


(51,518
)

(51,518
)Balance, April 30, 2008
2,150,000


2,150


40,850


(56,023
)

(13,023
)Net loss for the year ended April 30, 2009
-


-


-


(9,500
)

(9,500
)Balance, April 30, 2009
2,150,000


2,150


40,850


(65,523
)

(22,523
)Net loss for the year ended April 30, 2010
-


-


-


(18,744
)

(18,744
)Balance, April 30,  2010
2,150,000


2,150


40,850


(84,267
)

(41,267
)Net loss for the three months ended July 31, 2010
-


-


-


(2,000
)

(2,000
)Balance, July 31,  2010
2,150,000

$
2,150

$
40,850

$
(86,267
)
$
(43,267
)
  See accompanying notes to financial statements.
  F-3
  VORTEC ELECTRONICS, INC.
 (A DEVELOPMENT STAGE COMPANY)
 STATEMENTS OF CASH FLOWS (unaudited)
 FOR THE THREE MONTHS ENDED JULY 31, 2010 AND APRIL 30, 2010
 FOR THE PERIOD FROM MARCH 27, 2007 (INCEPTION) TO JULY 31, 2010
  Three months ended July 31, 2010


Three months ended July 31, 2009


Period from March 27, 2007 (Inception) to July 31, 2010CASH FLOWS FROM OPERATING ACTIVITIESNet loss for the period
$
(2,000
)

$
(2,000
)

$
(86,267
)Changes in assets and liabilities:Accrued expenses





18,023



2,089Net Cash Used in Operating Activities

(2,000
)


(24,523
)


(84,178
)CASH FLOWS FROM FINANCING ACTIVITIESLoans received from officer

2,000



0



41,178Proceeds from sales of common stock

0



0



43,000Net Cash Provided by Financing Activities

2,000



0



84,178NET DECREASE IN CASH

0



0



0Cash, beginning of period

0



0



0Cash, end of period
$
0


$
0


$
0SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest
$
0


$
0


$
0Cash paid for income taxes
$
0


$
0


$
0
  See accompanying notes to financial statements.
 
 F-4
 
 VORTEC ELECTRONICS, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 JULY 31, 2010
 
 NOTE 1 – SUMMARY OF ACCOUNTING POLICIES
 
 Nature of Business
 Vortec Electronics, Inc. (“Vortec”) is a development stage company and was incorporated in Nevada on March 27, 2007.  The Company is developing an automatic fried rice cooker.  Vortec operates out of office space owned by a director and stockholder of the Company.  The facilities are provided at no charge.  There can be no assurances that the facilities will continue to be provided at no charge in the future.
 
 Development Stage Company
 The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies.  A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, and there has been no significant revenues there from.
 
 Cash and Cash Equivalents
 Vortec considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At July 31, 2010 and April 30, 2010, the Company had $-0- of cash.
 
 Fair Value of Financial Instruments
 Vortec’s financial instruments consist of cash and cash equivalents, accrued expenses, and an amoutn due to an officer. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
 
 Income Taxes
 Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.  It is the Company’s policy to classify interest and penalties on income taxes as interest expense and penalties expense. As of July 31, 2010, there have been no interest or penalties incurred on income taxes.
 
 Basic loss per share
 Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
 
 Use of Estimates
 The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
 F-5
 
 VORTEC ELECTRONICS, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 JULY 31, 2010
 
 NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (continued)
 
 Recent Accounting Pronouncements
 Vortec does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
 
 NOTE 2 – DUE TO OFFICER
 
 The amount due to officer of $41,178 at July 31, 2010 consisted of amounts owed to an officer of the Company for amounts advanced to pay for professional services provided by the Company’s outside independent auditors for services rendered for periods ending on and prior to July 31, 2010. The amount is unsecured, due upon demand, and non-interest bearing.
 
 NOTE 3 – INCOME TAXES
 
 For the periods ended July 31, 2010, Vortec has incurred net losses and, therefore, has no tax liability.  The net deferred tax asset generated by the loss carry-forward has been fully reserved.  The cumulative net operating loss carry-forward is approximately $86,000 at July 31, 2010, and will begin to expire in the year 2027.
 
 The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
 
 July 31, 2010Deferred tax asset attributable to:Net operating loss carryover
$        29,260Valuation allowance
(29,260)Net deferred tax asset
$                 0
 
 
 NOTE 4 – LIQUIDITY AND GOING CONCERN
 
 Vortec has incurred losses since inception, has negative working capital, and has not yet received revenues from sales of products or services.  These factors create substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
 
 The ability of Vortec to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations.  Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
 
 F-6
 
 
 VORTEC ELECTRONICS, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 JULY 31, 2010
 
 NOTE 5 – COMMITMENTS AND CONTINGENCIES
 
 Vortec neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
 
 NOTE 6 – SUBSEQUENT EVENTS
 
 The Company has analyzed its operations subsequent to July 31, 2010 through September 7, 2010, the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose.


F-7





Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations





Forward-Looking Statements





Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.   These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.





Company Overview





We are engaged in the business of designing, developing, manufacturing, and selling a fully automated frying wok, which will be used as an automatic fried rice cooker (the “Product”) specifically for commercial applications. We are currently testing and refining the prototype Product, which we have built in our facility in Shanghai, China. When we are satisfied that our Product provides the highest-quality of fried rice possible for the consumer, we will begin the manufacture and distribution of the Product to restaurants, dining halls, and grocery stores throughout mainland China.





Because fried rice is such a staple of the Chinese diet, significant amounts of manpower are used in the preparation of this dish for millions of factory workers, as well as other urban dwellers, each day. We believe our Product will significantly reduce the amount of labor required to feed those in China and other countries that utilize fried rice to a substantial degree.





The most immediate application is in the feeding of China’s factory employees. For most, going home or eating out for lunch is impractical. Thus, most factories have cafeteria-style dining halls where they feed hundreds or thousands of employees, cooking hundreds of pounds of fried rice each day.




4





Restaurants and grocery stores similarly make enormous amounts of fried rice each day to feed those who work in the city in a factory or office that does not have a dining hall. Fried rice made in these bulk quantities is generally cooked in an extra-large (larger than one meter in diameter), iron wok, heated by charcoal or heating oil. Because these materials don’t burn 100%, some of the by-products of combustion float into the air and then drop on the food. Also, it is difficult to control the temperature of the wok, and cooks generally use their hands to stir the food, so the food is often not cooked evenly and issues of hygiene abound. Our Product, the Automatic Wok or Automated Fried Rice Cooker, addresses all of these concerns associated with cooking large quantities of fried rice in traditional woks.





Our Product consists of a large (2 meter diameter) stainless steel pot on a thermal transfer surface sitting atop electric heating unit coils. A control panel allows the user to control the temperature of the surface, adjust the speed of the stirrer, and time the entire process. The motor atop the unit rotates the drive shaft and ultimately the stirrer, which is uniquely shaped to ensure that the rice is cooked evenly and completely, even with the large batch sizes for which our Product was designed. The framework of the Product supports the top of the unit, along with the control panel and motor. This leaves 360 degree access to the unit and the rice, which is being cooked inside. The entire unit is set atop four wheels, which allow cooks to pull the Product out for use and move it easily to a corner for storage when not in use.





To use our Product, a cook would heat the steel pot to cooking temperature and add approximately 500 ml of peanut oil - enough to coat the bottom of the pot. He would add up to 100 lbs of cooked rice and a commensurate amount of other ingredients (green onions, carrots, eggs, shrimp, beef, chicken, peas, bean sprouts, celery, tofu, etc.), depending upon the cook’s recipe. Then he need only wait until the unit’s timer sounds, notifying him that the dish is ready and that the heat has been automatically reduced from a frying temperature to a maintenance temperature. Servers can then portion out servings for up to 250 diners before repeating the process.





Concerns of hygiene are addressed as the unit’s stirrer mixes the dish, rather than the cook’s hand. The design of the stirrer ensures that ingredients are mixed properly and all come into contact with the heated, oil-covered surface equally. The powerful electric coils keep the surface of the pot at a high, constant temperature, eliminating the problem of hot and cold spots on the surface and in the rice. Finally, because the pot is heated by electric coils, there are no by-products of combustion floating above and into the final product, which could affect the taste and safety of the final fried rice dish.





5





Results of Operations for the Three Months Ended July 31, 2010 and 2009 and Period from March 27, 2007 (Date of Inception) until July 31, 2010





We generated no revenue for the period from March 27, 2007 (Date of Inception) until July 31, 2010. We are a development stage company and do not anticipate earnings revenues until we are able to manufacture, distribute and sell our Product.





Our operating expenses during the three months ended July 31, 2010 were $2,000, compared with $2,000 for the same period ended July 31, 2009.  Our operating expenses from March 27, 2007 (Date of Inception) to July 31, 2010 were $86,267.  For all periods mentioned, our operating expenses consisted of professional fees.





We, therefore, recorded a net loss of $2,000 for the three months ended July 31, 2010, compared with a net loss of $2,000 for the three months ended July 31, 2009. We recorded a net loss of $86,267 for the period from March 27, 2007 (Date of Inception) until July 31, 2010.





We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to the continued development of our Product and the professional fees associated with our becoming a reporting company under the Securities Exchange Act of 1934.





Liquidity and Capital Resources





As of July 31, 2010, we had total current assets of $0.  We had $43,267 in current liabilities as of July 31, 2010. Thus, we had a working capital deficit of $43,267 as of July 31, 2010.





Operating activities used $84,178 in cash for the period from March 27, 2007 (Date of Inception) until July 31, 2010. Our net loss of $86,267, offset by $2,89 in accrued expenses accounted for our negative operating cash flow. Financing Activities during the period from March 27, 2007 (Date of Inception) until July 31, 2010 generated $84,178 in cash during the period, represented by $43,000 received from the sale of common stock and $41,178 received from officer loans.





As of July 31, 2010, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.





6





Off Balance Sheet Arrangements





As of July 31, 2010, there were no off balance sheet arrangements.





Going Concern





We have incurred losses since inception, have negative working capital, and have not yet received revenues from sales of products or services.  These factors create substantial doubt about our ability to continue as a going concern.  The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.





Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations.  Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.





Item 3.    Quantitative and Qualitative Disclosures About Market Risk





A smaller reporting company is not required to provide the information required by this Item.





7





Item 4T.     Controls and Procedures





We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of July 31, 2010.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Melissa Lopez.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of July 31, 2010, our disclosure controls and procedures are effective.  There have been no changes in our internal controls over financial reporting during the quarter ended July 31, 2010.





Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.





Limitations on the Effectiveness of Internal Controls





Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.





8





PART II – OTHER INFORMATION





Item 1.     Legal Proceedings





We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.





Item 1A:  Risk Factors





A smaller reporting company is not required to provide the information required by this Item.





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





None





Item 3.    Defaults upon Senior Securities





None





Item 4.    (Removed and Reserved)




Item 5.     Other Information





None





Item 6.     Exhibits





Exhibit

Number
Description of Exhibit31.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




9


SIGNATURES





In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Vortec Electronics, Inc.Date:
September 15, 2010By:       /s/ Melissa Lopez

Melissa Lopez

Title:Chief Executive Officer and Director