Page 5 of 8 – SEC Filing
| Item 3. | Source and Amount of Funds or Other Consideration |
The source and amount of funds used in purchasing the Stock
were as follows:
| Purchaser | Source of Funds | Amount |
| Gerst Capital | Working Capital | $108,046 |
| Item 4. | Purpose of Transaction |
Gerst Capital purchased the Stock for investment purposes.
On January 29, 2018, Mr. Gerst sent a letter to the Issuer’s
board of directors informing them of his general agreement with the sentiments expressed in a letter dated January 19, 2018 to
the board from Zeff Capital, LP (“Zeff Capital”). Mr. Gerst’s letter also proposes that if the Issuer declines
to be purchased, the Issuer should invite Mr. Gerst to join the board as soon as practically possible. Although the Filers agree
with Zeff Capital, LP, they are not acting together with it or any other person or entity for the purpose of acquiring, holding,
voting or disposing of the Stock or any other securities. Accordingly, they do not believe that they are a group with any third
party within the meaning of Rule 13d-5 under the Act.
Otherwise, the Filers will routinely monitor the Issuer regarding
a wide variety of factors that affect their investment considerations, including, current and anticipated future trading prices
of the Stock and other securities, the Issuer’s operations, assets, prospects, financial position, and business development,
Issuer’s management, Issuer-related competitive and strategic matters, general economic, financial market and industry conditions,
and other investment considerations. Depending on their evaluation of various factors, including those in Mr. Gerst’s letter,
the Filers may take such actions regarding their holdings in the Issuer as they deem appropriate in light of circumstances existing
from time to time. Such actions may include purchasing additional Stock in the open market, through privately negotiated transactions
with third parties or otherwise, selling at any time, in the open market, through privately negotiated transactions with third
parties or otherwise, of all or part of the Stock now owned or hereafter acquired by either of them. The Filers also may from time
to time enter into or unwind hedging or other derivative transactions with respect to the Stock or pledge their interests in the
Stock to obtain liquidity. In addition, from time to time the Filers and their representatives and advisers may communicate with
other stockholders, industry participants and other interested parties about the Issuer. Further, the Filers may recommend action
to the Issuer’s management, board of directors and stockholders. Any of the foregoing actions could involve one or more of
the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D, including, potentially, one or more
mergers, consolidations, sales or acquisitions of assets, change in control, issuances, purchases, dispositions or pledges of securities
or other changes in capitalization.
| Item 5. | Interest in Securities of the Issuer |
The beneficial ownership of the Stock by each Filer on the
date hereof is reflected on that Filer’s cover page.
The Filers effected no transactions in the Stock in the 60
days before the date on cover page.
| Item 6. | Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer |
None.
