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A. Rule as to Use of Form 1O-Q. 1. Form

10-Q shall be used for quarterly reports under Section 13

or 15(d) of the Securities Exchange Act of 1934 (15

U.S.C. 78m or 78o(d)), filed pursuant to Rule 13a-13 (17

CFR 240.13a-13) or Rule 15d-13 (17 CFR 240.15d-13). A quarterly

report on this Form pursuant to Rule 13a-13 or Rule

15d-13 shall be filed within the following period after the

end of each of the first three fiscal quarters of

each fiscal year, but no report need be filed for

the fourth quarter of any fiscal year: a. 40 days

after the end of the fiscal quarter for large accelerated

filers and accelerated filers (as defined in 17 CFR §

240.12b-2); and b. 45 days after the end of the

fiscal quarter for all other registrants. B. Application of General

Rules and Regulations. 1. The General Rules and Regulations under

the Act contain certain general requirements which are applicable to

reports on any form. These general requirements should be carefully

read and observed in the preparation and filing of reports

on this Form. 2. Particular attention is directed to Regulation

12B which contains general requirements regarding matters such as the

kind and size of paper to be used, the legibility

of the report, the information to be given whenever the

title of securities is required to be stated, and the

filing of the report. The definitions contained in Rule 12b-2

(17 CFR 240. 12b-2) should be especially noted. See also

Regulations 13A and 15D. C. Preparation of Report. 1. This

is not a blank form to be filled in. It

is a guide copy to be used in preparing the

report in accordance with Rules 12b -11 (17 CFR 240.12b-11)

and 12b-12 (17 CFR 240.12b-12). The Commission does not furnish

blank copies of this Form to be filled in for

filing. 2. These general instructions are not to be filed

with the report. The instructions to the various captions of

the Form are also to be omitted from the report

as filed. SEC 1296 (02-23) Potential persons who are to

respond to the collection of information contained in this Form

are not required to respond unless the Form displays a

currently valid OMB control number. D. Incorporation by Reference. 1.

If the registrant makes available to its stockholders or otherwise

publishes, within the period prescribed for filing the report, a

document or statement containing information meeting some or all of

the requirements of Part I of this Form, the information

called for may be incorporated by reference from such published

document or statement, in answer or partial answer to any

item or items of Part I of this Form, provided

copies thereof are filed as an exhibit to Part I

of the report on this Form. 2. Other information may

be incorporated by reference in answer or partial answer to

any item or items of Part II of this Form

in accordance with the provisions of Rule 12b-23 (17 CFR

240.12b-23). 3. If any information required by Part I or

Part II is incorporated by reference into an electronic format

document from the quarterly report to security holders as provided

in General Instruction D, any portion of the quarterly report

to security holders incorporated by reference shall be filed as

an exhibit in electronic format, as required by Item 601(b)(13)

of Regulation S-K. E. Integrated Reports to Security Holders. Quarterly

reports to security holders may be combined with the required

information of Form 10-Q and will be suitable for filing

with the Commission if the following conditions are satisfied: 1.

The combined report contains full and complete answers to all

items required by Part I of this Form. When responses

to a certain item of required disclosure are separated within

the combined report, an appropriate cross-reference should be made. 2.

If not included in the combined report, the cover page,

appropriate responses to Part II, and the required signatures shall

be included in the Form 10-Q. Additionally, as appropriate, a

cross-reference sheet should be filed indicating the location of information

required by the items of the Form. 3. If an

electronic filer files any portion of a quarterly report to

security holders in combination with the required information of Form

10-Q, as provided in this instruction, only such portions filed

in satisfaction of the Form 10-Q requirements shall be filed

in electronic format. F. Filed Status of Information Presented. 1.

Pursuant to Rule 13a-13(d) and Rule 15d-13(d), the information presented

in satisfaction of the requirements of Items 1, 2 and

3 of Part I of this Form, whether included directly

in a report on this Form, incorporated therein by reference

from a report, document or statement filed as an exhibit

to Part I of this Form pursuant to Instruction D(1)

above, included in an integrated report pursuant to Instruction E

above, or contained in a statement regarding computation of per

share earnings or a letter regarding a change in accounting

principles filed as an exhibit to Part I pursuant to

Item 601 of Regulation S-K (§ 229.601 of this chapter),

except as provided by Instruction F(2) below, shall not be

deemed filed for the purpose of Section 18 of the

Act or otherwise subject to the liabilities of that section

of the Act but shall be subject to the other

provisions of the Act. 2. Information presented in satisfaction of

the requirements of this Form other than those of Items

1, 2 and 3 of Part I shall be deemed

filed for the purpose of Section 18 of the Act;

except that, where information presented in response to Item 1

or 2 of Part I (or as an exhibit thereto)

is also used to satisfy Part II requirements through incorporation

by reference, only that portion of Part I (or exhibit

thereto) consisting of the information required by Part II shall

be deemed so filed. G. Signature and Filing of Report.

If the report is filed in paper pursuant to a

hardship exemption from electronic filing (see Item 201 et seq.

of Regulation S-T (17 CFR 232.201 et seq.), three complete

copies of the report, including any financial statements, exhibits or

other papers or documents filed as a part thereof, and

five additional copies which need not include exhibits must be

filed with the Commission. At least one complete copy of

the report, including any financial statements, exhibits or other papers

or documents filed as a part thereof, must be filed

with each exchange on which any class of securities of

the registrant is registered. At least one complete copy of

the report filed with the Commission and one such copy

filed with each exchange must be manually signed on the

registrant’s behalf by a duly authorized officer of the registrant

and by the principal financial or chief accounting officer of

the registrant. (See Rule 12b-11(d) (17 CFR 240.12b-11(d).) Copies not

manually signed must bear typed or printed signatures. In the

case where the principal executive officer, principal financial officer or

chief accounting officer is also duly authorized to sign on

behalf of the registrant, one signature is acceptable provided that

the registrant clearly indicates the dual responsibilities of the signatory.

H. Omission of Information by Certain Wholly-Owned Subsidiaries. If on

the date of the filing of its report on Form

10-Q, the registrant meets the conditions specified in paragraph (1)

below, then such registrant may omit the information called for

in the items specified in paragraph (2) below. 1. Conditions

for availability of the relief specified in paragraph (2) below:

a. All of the registrant’s equity securities are owned, either

directly or indirectly, by a single person which is a

reporting company under the Act and which has filed all

the material required to be filed pursuant to Section 13,

14 or 15(d) thereof, as applicable; b. During the preceding

thirty-six calendar months and any subsequent period of days, there

has not been any material default in the payment of

principal, interest, a sinking or purchase fund installment, or any

other material default not cured within thirty days, with respect

to any indebtedness of the registrant or its subsidiaries, and

there has not been any material default in the payment

of rentals under material long-term leases; and c. There is

prominently set forth, on the cover page of the Form

10-Q, a statement that the registrant meets the conditions set

forth in General Instruction H(1)(a) and (b) of Form 10-Q

and is therefore filing this Form with the reduced disclosure

format. 2. Registrants meeting the conditions specified in paragraph (1)

above are entitled to the following relief: a. Such registrants

may omit the information called for by Item 2 of

Part I, Management’s Discussion and Analysis of Financial Condition and

Results of Operations, provided that the registrant includes in the

Form 10-Q a management’s narrative analysis of the results of

operations explaining the reasons for material changes in the amount

of revenue and expense items between the most recent fiscal

year-to-date period presented and the corresponding year to-date period in

the preceding fiscal year. Explanations of material changes should include,

but not be limited to, changes in the various elements

which determine revenue and expense levels such as unit sales

volume, prices charged and paid, production levels, production cost variances,

labor costs and discretionary spending programs. In addition, the analysis

should include an explanation of the effect of any changes

in accounting principles and practices or method of application that

have a material effect on net income as reported. b.

Such registrants may omit the information called for in the

following Part II Items: Item 2, Changes in Securities; Item

3, Defaults Upon Senior Securities. c. Such registrants may omit

the information called for by Item 3 of Part I,

Quantitative and Qualitative Disclosures About Market Risk. 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 or [ ] TRANSITION REPORT PURSUANT TO SECTION

13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to Commission File Number: (Exact

name of registrant as specified in its charter) (State or

other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

(Address of principal executive offices) (Zip Code) (Registrant’s telephone number,

including area code) (Former name, former address and former fiscal

year, if changed since last report) Securities registered pursuant to

Section 12(b) of the Act: Title of each class Trading

Symbol(s) Name of each exchange on which registered SEC 1296

(02-23) Potential persons who are to respond to the collection

of information contained in this Form are not required to

respond unless the Form displays a currently valid OMB control

number. 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 ☐ No Indicate by check mark

whether the registrant has submitted electronically every Interactive Data File

required to be submitted 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 such files). ☐ Yes ☐ No Indicate by

check mark whether the registrant is a large accelerated filer,

an accelerated filer, a non-accelerated filer, a smaller reporting company,

or an emerging growth company. See the definitions of “large

accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth

company" in Rule 12b-2 of the Exchange Act. Large accelerated

filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting

company ☐ Emerging growth company ☐ If an emerging growth

company, indicate by check mark if the registrant has elected

not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to

Section 13(a) of the Exchange Act. ☐ Indicate by check

mark whether the registrant is a shell company (as defined

in Rule 12b-2 of the Exchange Act). ☐ Yes ☐

No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING

THE PRECEDING FIVE YEARS: Indicate by check mark whether the

registrant has filed all documents and reports required to be

filed by Sections 12, 13 or 15(d) of the Securities

Exchange Act of 1934 subsequent to the distribution of securities

under a plan confirmed by a court. ☐ Yes ☐

No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of

shares outstanding of each of the issuer’s classes of common

stock, as of the latest practicable date. PART I—FINANCIAL INFORMATION

Item 1. Financial Statements. Provide the information required by Rule

10-01 of Regulation S-X (17 CFR Part 210). A smaller

reporting company, defined in Rule 12b-2 (§ 240.12b-2 of this

chapter) may provide the information required by Article 8-03 of

Regulation S-X (§ 210.8-03 of this chapter). Item 2. Management’s

Discussion and Analysis of Financial Condition and Results of Operations.

Furnish the information required by Item 303 of Regulation S-K

(§ 229.303 of this chapter). Item 3. Quantitative and Qualitative

Disclosures About Market Risk. Furnish the information required by Item

305 of Regulation S-K (§ 229.305 of this chapter). Item

4. Controls and Procedures. Furnish the information required by Item

307 of Regulation S-K (§ 229.307 of this chapter) and

Item 308(c) of Regulation S-K (§229.308(c) of this chapter). PART

II—OTHER INFORMATION Instruction. The report shall contain the item numbers

and captions of all applicable items of Part II, but

the text of such items may be omitted provided the

responses clearly indicate the coverage of the item. Any item

which is inapplicable or to which the answer is negative

may be omitted and no reference thereto need be made

in the report. If substantially the same information has been

previously reported by the registrant, an additional report of the

information on this Form need not be made. The term

“previously reported” is defined in Rule 12b-2 (17 CFR 240.

12b-2). A separate response need not be presented in Part

II where information called for is already disclosed in the

financial information provided in Part I and is incorporated by

reference into Part II of the report by means of

a statement to that effect in Part II which specifically

identifies the incorporated information. Item 1. Legal Proceedings. Furnish the

information required by Item 103 of Regulation S-K (§ 229.103

of this chapter). As to such proceedings which have been

terminated during the period covered by the report, provide similar

information, including the date of termination and a description of

the disposition thereof with respect to the registrant and its

subsidiaries. Instruction. A legal proceeding need only be reported in

the 10-Q filed for the quarter in which it first

became a reportable event and in subsequent quarters in which

there have been material developments. Subsequent Form 10-Q filings in

the same fiscal year in which a legal proceeding or

a material development is reported should reference any previous reports

in that year. Item 1A. Risk Factors. Set forth any

material changes from risk factors as previously disclosed in the

registrant's Form 10-K (§249.310) in response to Item 1A. to

Part 1 of Form 10-K. Smaller reporting companies are not

required to provide the information required by this item. Item

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

(a) Furnish the information required by Item 701 of Regulation

S-K (17 CFR 229.701) as to all equity securities of

the registrant sold by the registrant during the period covered

by the report that were not registered under the Securities

Act. If the Item 701 information previously has been included

in a Current Report on Form 8-K (17 CFR 249.308),

however, it need not be furnished. (b) If required pursuant

to Rule 463 (17 CFR 230.463) of the Securities Act

of 1933, furnish the information required by Item 701(f) of

Regulation S-K (§ 229.701(f) of this chapter). (c) Furnish the

information required by Item 703 of Regulation S-K (§ 229.703

of this chapter) for any repurchase made in the quarter

covered by the report. Provide disclosures covering repurchases made on

a monthly basis. For example, if the quarter began on

January 16 and ended on April 15, the chart would

show repurchases for the months from January 16 through February

15, February 16 through March 15, and March 16 through

April 15. Instruction. Working capital restrictions and other limitations upon

the payment of dividends are to be reported hereunder. Item

3. Defaults Upon Senior Securities. (a) If there has been

any material default in the payment of principal, interest, a

sinking or purchase fund installment, or any other material default

not cured within 30 days, with respect to any indebtedness

of the registrant or any of its significant subsidiaries exceeding

5 percent of the total assets of the registrant and

its consolidated subsidiaries, identify the indebtedness and state the nature

of the default. In the case of such a default

in the payment of principal, interest, or a sinking or

purchase fund installment, state the amount of the default and

the total arrearage on the date of filing this report.

Instruction. This paragraph refers only to events which have become

defaults under the governing instruments, i.e., after the expiration of

any period of grace and compliance with any notice requirements.

(b) If any material arrearage in the payment of dividends

has occurred or if there has been any other material

delinquency not cured within 30 days, with respect to any

class of preferred stock of the registrant which is registered

or which ranks prior to any class of registered securities,

or with respect to any class of preferred stock of

any significant subsidiary of the registrant, give the title of

the class and state the nature of the arrearage or

delinquency. In the case of an arrearage in the payment

of dividends, state the amount and the total arrearage on

the date of filing this report. Instructions to Item 3.

1. Item 3 need not be answered as to any

default or arrearage with respect to any class of securities

all of which is held by, or for the account

of, the registrant or its totally held subsidiaries. 2. The

information required by Item 3 need not be made if

previously disclosed on a report on Form 8-K (17 CFR

249.308). Item 4. Mine Safety Disclosures. If applicable, provide a

statement that the information concerning mine safety violations or other

regulatory matters required by Section 1503(a) of the Dodd-Frank Wall

Street Reform and Consumer Protection Act and Item 104 of

Regulation S-K (17 CFR 229.104) is included in exhibit 95

to the quarterly report. Item 5. Other Information. (a) The

registrant must disclose under this item any information required to

be disclosed in a report on Form 8-K during the

period covered by this Form 10-Q, but not reported, whether

or not otherwise required by this Form 10-Q. If disclosure

of such information is made under this item, it need

not be repeated in a report on Form 8-K which

would otherwise be required to be filed with respect to

such information or in a subsequent report on Form 10-Q;

and (b) Furnish the information required by Item 407(c)(3) of

Regulation S-K (§ 229.407 of this chapter). (c) Furnish the

information required by Item 408(a) of Regulation S-K (17 CFR

229.408(a)). Item 6. Exhibits. Furnish the exhibits required by Item

601 of Regulation S-K (§ 229.601 of this chapter).