Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

o	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended September 30, 2014
o	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: 333-165406

	APT MotoVox Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware		27-1668227
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

	8844 Hillcrest Road, Kansas City, Missouri 64138
(Address of principal executive offices) (Zip Code)
	816-767-8783
(Registrant’s Telephone Number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. xYes o 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 (§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). xYes o No

Indicate by check mark whether the registrant is a large accelerated file, 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	(Do not check if a smaller reporting company)	Smaller reporting company	x

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

oYes x No

As of November 03, 2014, there were 8,227,765,160 shares of the issuer’s $.00001 par value common stock issued and outstanding.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	10
Item 4.	Controls and Procedures	10

PART II

OTHER INFORMATION

Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	16

PART I - FINANCIAL INFORMATION

The following financial statements have not been reviewed by the Company’s independent accountant.

Item 1. Financial Statements.

APT MotoVox Group, Inc.

Condensed Consolidated Balance Sheets

The Financial Statements Have Not Been Reviewed By The Company's Independent Accountant

	(Unreviewed)		(Audited)
	September 30		December 31,
	2014		2013
ASSETS
Current assets:
Cash and cash equivalents	$	20,851	$	22,415
Accounts receivable, net		1,431,692		1,484,942
Inventory		332,434		162,789
Prepaid assets		1,116,457		154,252
Other		-
Total current assets		2,901,434		1,824,398

Receivable, related party		-		-
Property, plant and equipment, net		6,849,681		7,213,139
Intangibles, net		1,139,620		1,231,797
Other long-term assets		2,299,113		2,961,167

Total assets	$	13,189,848	$	13,230,501

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	3,796,588	$	3,698,953
Accrued Liabilities		2,325,271		2,787,755
Related party Payables		546,398		722,949
Line of Credit				6,718,743
Debt Properties - current portion				125,483
Debt, current portion				2,535,982
Related party debt				5,535,000
Total current liabilities		6,668,257		22,124,865

Debt, long-term portion		26,979,633		-
Debt, properties, long-term portion				10,691,758
Total liabilities		33,647,890		32,816,623


Stockholders' deficit
Series F convertible preferred stock, $0.00001 par value; 20,000 shares authorized;		-			-
no shares issued and outstanding
Series E convertible preferred stock, $0.00001 par value; 22,155,729 shares
authorized; 22,155,729 and 22,155,729 issued and outstanding, respectively		222
Series C convertible preferred stock, $0.00001 par value; 19,738,646 shares
authorized; 19,738,643 and 19,738,643 shares issued and outstanding, respectively		197
Series A convertible preferred stock, $0.00001 par value; 9,118,108 shares
authorized; no shares issued and outstanding		-
Series B convertible preferred stock, $0.00001 par value; 20,500,0000 shares authorized;
500,000 issued and outstanding		5
Common stock, $0.01 par value; 100,000,000 shares authorized;
31,315,190 and 29,464,524 shares issued and outstanding, respectively					313,153
Common stock, $0.00001 par value; 20,000,000,000 shares authorized;
6,519,278,740 shares issued and outstanding, respectively		65,193
Additional Paid in Capital		16,282,780			11,737,648
Accumulated deficit		(36,806,439	)		(32,467,667	)
Total stockholders' equity		(20,458,042	)		(20,416,866	)
Non controlling interest					830,744
Total Shareholder Deficit		(20,458,042	)		(19,586,122	)

Total liabilities and stockholders' equity	$	13,189,848		$	13,230,501

See accompanying notes to condensed consolidated financial statements.

APT MotoVox Group, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

The Financial Statements Have Not Been Reviewed By The Company's Independent Accountant

	(Unreviewed)						(Unreviewed)
	Three months ended September 30						Nine months ended September 30,
	2014			2013			2014			2013
Revenues	$	1,586,296		$	1,681,602		$	2,197,179		$	3,512,905
Cost of revenues		1,402,492			1,410,295			1,980,659			2,893,584
Gross profit		183,804			271,307			216,520			619,321

Operating expenses:
General and administrative		1,362,625			1,437,367			3,895,282			4,220,647
Depreciation and amortization		206,882			37,057			660,010			513,457
		1,569,507			1,474,424			4,555,292			4,734,104

Net Operating Loss	$	(1,385,703	)	$	(1,203,117	)	$	(4,338,772	)	$	(4,114,783	)

Other expense (income)
Interest Expense	$	24,429		$	194,646		$	226,438		$	567,521
Other Expense (income)							$	(423,750	)	$	(36,725	)

Net Loss	$	(1,410,132	)	$	(1,397,763	)	$	(4,141,460	)	$	(4,645,579	)

Net loss per common share:
Basic and diluted	$	(0.00050	)	$	(0.00045	)	$	(0.00156	)	$	(0.00152	)

Weighted average common shares outstanding:
Basic and diluted		2,779,435,546			2,701,725,127			2,779,435,546			2,701,725,127

See accompanying notes to condensed consolidated financial statements.

APT MotoVox Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited and Unreviewed)

Note 1 - Description of business and basis of presentation

Description of business

APT MotoVox Group, Inc. f/k/a Frozen Food Gift Group, inc. (we, us, our, the “Company”) was created on January 2, 2009 and was incorporated in the state of Delaware later that year. On March 21, 2014, we entered into a Share Exchange Agreement with APT Group, Inc. (“APT”) pursuant to which the shareholders of APT exchanged up to one hundred percent (100%) of the total issued and outstanding shares of APT (“APT Shares”) for Company shares, resulting in APT being a wholly-owned subsidiary or controlled subsidiary of the Company, and the Company being controlled by the existing shareholders of APT.

APT is a propulsion technology company that manufactures and distributes advanced, environmentally friendly transportation, recreation and utility powersport products (www.powerapt.com).

Basis of presentation

The accompanying condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments necessary for a fair presentation of this interim information. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the full year.

The condensed consolidated financial statements include the accounts of APT MotoVox Group, Inc., APT, and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation.

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

Forward Looking Statements

This Quarterly Report of APT Motovox Group, Inc. on Form 10-Q contains forward-looking statements, particularly those identified with the words “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives” and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysis and Plan of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

General Discussion and Outlook

APT MotoVox Group, Inc. f/k/a Frozen Food Gift Group, Inc. (we, us, our, the “Company”) was created on January 2, 2009 and was incorporated in the state of Delaware later that year. On March 21, 2014, we entered into a Share Exchange Agreement with APT Group, Inc. (“APT”) pursuant to which the shareholders of APT exchanged up to one hundred percent (100%) of the total issued and outstanding shares of APT (“APT Shares”) for Company shares, resulting in APT being a wholly-owned subsidiary or controlled subsidiary of the Company, and the Company being controlled by the existing shareholders of APT.

Founded in 2008 and entering sales in 2011, APT (American Performance Technologies/MotoVox ®) is a propulsion technology company that develops, sells and distributes advanced, environmentally friendly transportation, recreation and utility power-sport products for a global market (www.PowerAPT.com) and (www.motovox.com).

MotoVox® Power-Sport Products

The MotoVox® product line is composed of Pro and entry level lines of motorsports products.

Motoped® Brand

Lightweight, clever, low carbon footprint, fuel efficient, purposeful, and fun--MOTOPEDS® go places and do things that traditional bicycles or motorcycles can't. MOTOPED® gets you there with head-turning style that's impossible to ignore. As a commuter bike, MOTOPEDS® deliver between 150-200+mpg traveling at speeds between 20 and 30 mph. With proper engine certifications MOTOPEDS® can be equipped with larger engine displacements, achieving more power and speeds that can transform the MOTOPED®.

SmartCarb® Fuel Systems

SmartCarb® product line is a proprietary single-circuit fuel system that delivers market-leading fuel economy, ultra-low emissions, altitude compensation, and increased performance for small engine vehicles and utility products.

Product Distribution

We utilize a diverse distribution base of mass retailers, regional retailers, specialty dealers and international distributors to distribute our products. In total, we have approximately 3,000 distribution points, including Alco, Sears and Kmart locations.

Intellectual Property/Technology

APT holds 26 patents, and trademarks within the US and overseas, focused on fuel systems and design patents for our products, including patents for our SmartCarbs® fuel delivery system and our zero oil consumption, ultra-low emissions 2-stroke engine design (Sonic Flow Induction). We also hold various design and utility patents and trademarks on the MotoVox® line.

Profit

MotoVox® will be introducing new products that increase: 1) Gross Margin Dollars; and 2) Gross Profit Margin. We continue to reduce the Bill of Materials (BOM) costs on the SmartCarb® as volume continues to increase allowing for greater gross profit margin.

Innovations

Although the company’s defective product percentage rate is low, compared to industry standards, we will continue to lower defective rates through product design changes and processes.

Results of Operations

For the Three Months Ended September 30, 2014 and 2013

The following table sets forth, for the periods indicated, condensed statements of operations data. The table and the discussion below should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto, appearing elsewhere in this report.

	Three months ended Sept 30,									Percent
	2014			2013			Change			Change
Revenues	$	1,586,296		$	1,681,602			(95,306	)		-6	%
Cost of revenues		1,402,492			1,410,295			(7,803	)		-1	%
Gross profit		183,804			271,307			(87,503	)		-32	%

Operating expenses:
General and administrative		1,362,625			1,437,367			(74,742	)		-5	%
Depreciation and amortization		206,882			37,057			169,825			458	%
Total Operating Expenses		1,569,507			1,474,424			95,083			6	%

Net Loss	$	(1,385,703	)	$	(1,203,117	)	$	(182,586	)		15	%

Revenues and Gross Profit

Revenues and Gross Profit have decreased by $95,306 during the three months ended September 30, 2014 compared to September 30, 2013, due to our inability to timely secure adequate production capital in the second quarter of 2014. Accordingly, we were unable to accept all of the orders received in prior quarters for potential delivery this reporting period. This issue has been subsequently resolved going forward in 2014. Gross profit was affected by slightly higher marketing and Co-Op costs associated with sales to mass retailers.

Operating Expenses

General and Administrative costs decreased by 5% during the three months ending September 30, 2014 and compared to September 30, 2013 even accounting for higher audit and legal fees associated with becoming a public entity. Net General and Administrative costs were achieved with lower salaries and reduced operating costs. Net operating losses increased due primarily to (non-cash) accruals of amortization and depreciation.

Net Loss

Net losses for the three months ending September 30, 2014 compared to September 30, 2013 were 15% or $182,586 higher driven primarily by non-cash amortization and depreciation costs. The company continues to strive to manage administrative, operating, and supply chain costs.

We have incurred losses and have not recorded any income tax expense or benefit. Accordingly, our net loss is driven by our gross profit, and operating and other expenses.

For the Nine Months Ended September 30, 2014 and 2013

	Nine months ended Sept 30,									Percent
	2014			2013			Change			Change
Revenues	$	2,197,179		$	3,512,905			(1,315,726	)		-37	%
Cost of revenues		1,980,659			2,893,584			(912,925	)		-32	%
Gross profit		216,520			619,321			(402,801	)		-65	%

Operating expenses:
General and administrative		3,895,282			4,220,647			(325,365	)		-8	%
Depreciation and amortization		660,010			513,457			146,553			29	%
		4,555,292			4,734,104			(178,812	)		-4	%

Net Loss	$	(4,338,772	)	$	(4,114,783	)	$	(223,989	)		5	%

Revenues and Gross Profit

Revenues and Gross Profit have decreased during the nine months ended September 30, 2014 compared to September 30, 2013, due to our inability to timely secure adequate production capital in the first half of 2014. Accordingly, we were unable to accept all of the orders received for deliveries within the periods. This has been subsequently resolved going forward in 2014.

Operating Expenses

Operating expenses have decreased significantly during the nine months ended September 30, 2014 compared to September 30, 2013, due primarily to the reduction in General and Administrative expenses and continued management of operating costs. Professional fees increased due to the legal, accounting and consulting fees we incurred in going public and acquisition of Motoped brand assets, opening audit expenses, and legal expenses associated with the sale of real estate assets.

Net Loss

We have incurred losses and have not recorded any income tax expense or benefit. Accordingly, our net loss is driven by our gross profit, and operating and other expenses.

Liquidity and Capital Resources

Note: Please refer to Part II, Item 5(A) below regarding in process amendments to prior period financial statements thus confirming to year end 2013 audit completed and filed September 08, 2014.

The following is from June 30, 2014 Financial Statement: “We have historically met our liquidity requirements with debt financing and cash flows from operations. At June 30, 2014, we had cash and cash equivalents of $412,063. Working capital is the amount by which current assets exceed current liabilities. We had negative working capital of $6,349,699 and $1,996,886, respectively, at June 30, 2014 and December 31, 2013. The decrease in working capital was due primarily to an increase in the current portion of our debt and a decrease in accounts receivable driven by our decrease in revenues.”

We currently have no off-balance sheet arrangements.

Cash Flows

Note: Please refer to Part II, Item 5(A) below regarding in process amendments to prior period financial statements thus confirming to year end 2013 audit completed and filed September 08, 2014.

The following is from June 30, 2014 Financial Statement: “Our cash flows from operating, investing and financing activities were as follows:

[Missing Graphic Reference]

Net cash used in operating activities decreased primarily due to our reduction in working capital. Our investing activity relates primarily to purchasing fixed assets. Cash provided by financing activities reflects our net debt borrowings.”

Critical Accounting Estimates

Our condensed consolidated financial statements and the accompanying notes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities and expenses. We continually evaluate the accounting policies and estimates used to prepare the condensed consolidated financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations and financial position include: a) useful lives of long-lived assets, b) assumptions used in valuing our equity-based instruments, such as warrants for common stock, c) assessing future cash flows and potential impairments to long-lived assets, and d) recoverability of accounts receivable.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the information required by this Item we are a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

It is management's responsibility to establish and maintain adequate internal control over all financial reporting pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the "Exchange Act"). Our management has reviewed and evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2014. Following this review and evaluation, management determined that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We assessed the effectiveness of our internal control over financial reporting as of September 30, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.

Based upon management’s assessment using the criteria contained in COSO, and for the reasons discussed below, our management has concluded that, as of June 30, 2014, our internal control over financial reporting was not effective.

Based on its evaluation, the Company's Principal Executive Officer identified a major deficiency that existed in the design or operation of our internal control over financial reporting that it considers to be a “material weakness”. The Public Company Accounting Oversight Board has defined a material weakness as a “significant deficiency or combination of significant deficiencies that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.”

The deficiency in our internal control is related to a lack of segregation of duties due to our limited in-house finance and accounting resources. To remedy this deficiency, management plans to implement enhanced segregation of duties and continues to identify and implement opportunities for financial oversight in 2014.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal controls over financial reporting or in other factors that could affect these internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to deficiencies and material weaknesses.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

Legal issues in the course of routine business

●	Northern Group Inc. vs. APT Powersport and Utility Products, LLC, filed June 26, 2013 in Brown County, Wisconsin. Suit for commissions payable. The Company disagrees with the amount claimed in the petition and the venue. The Company has retained counsel to represent the firm in the action.

●

Olen Rice. vs. APT Powersport and Utility Products, LLC and American Performance Technologies, LLC filed June 26, 2013 in Brown County, Wisconsin. Suit for commissions payable. The Company disagrees with the amount claimed in the petition and the venue. The Company has retained counsel to represent the firm in the action.

Other Legal issues

●

APT Group, Inc., APT Powersport and Utility Products, LLC, American Performance Technologies, LLC. v. Olen Rice, Robert A. Rice, Sr., Jon Umsted, Northern Group, Inc., Marketing Operations Advisors, Inc., Scott Holmes, and Kart Mart, filed November 18, 2013. The Company alleges that certain parties have infringed upon and have utilized trade secrets, confidential information and intellectual property of the company. Legal proceedings are ongoing. The Company has filed a request for a temporary injunction.

Item 1A. Risk Factors.

Not required for a smaller reporting company.

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

In April 2014, in accordance with a convertible note the Company privately issued 7,884,615 shares of common stock to IBC Funds, LLC which had a fair market value of $81,999.97.

In April 2014, in accordance with a convertible note the Company privately issued 2,595,508 shares of common stock to Brent Coetzee to retire $7,591.86 of principal and interest in convertible debt which had a fair market value of 24,657.33.

In April 2014, in accordance with a convertible note the Company privately issued 9,791,667 shares of common stock to Tangiers Investment Group, LLC to retire $23,500.00 of principal in convertible debt which had a fair market value of $146,875.00.

In April 2014, in accordance with a convertible note the Company privately issued 32,727,273 shares of common stock to Tangiers Investment Group, LLC to retire $180,000 of principal and interest in convertible debt which had a fair market value of $680,727.28.

In April 2014, Jeffrey Saltzman surrendered 10,800,000 shares of common stock to the company in accordance with the Miami Ice Machine Company agreement which had a fair market value of $196,560.00.

In April 2014, in accordance with an Order for Stipulation and Settlement of Claims, the Company privately issued 435,000,000 shares of common stock to Ironridge Global IV, Ltd. which had a fair market value of $5,829,000.

In April 2014, in accordance with a consulting agreement the Company privately issued 1,041,700 shares of common stock to Matthew Schissler which had a fair market value of $13,958.78.

In April 2014, in accordance with a consulting agreement the Company privately issued 25,000,000 shares of common stock to N. Douglas Pritt which had a fair market value of $335.000.00.

In May 2014, the Company privately issued one share of common stock to Jonathan Irwin which had a fair market value of $0.0058.

In May 2014, in accordance with a convertible note the Company privately issued 83,333,333 shares of common stock to Mammoth Corporation to retire $315,000 of principal and interest in convertible debt which had a fair market value of $425,000.00.

In May 2014, in accordance with a convertible note the Company privately issued 73,846,154 shares of common stock to Tangiers Investment Group, LLC to retire $180,000 of principal and interest in convertible debt which had a fair market value of $420,923.08.

In May 2014, in accordance with a consulting agreement the Company issued 1,894,000 shares of common stock to Pyrenees Investments, LLC which had a fair market value of $10,795.80.

In May 2014, in accordance with an Order for Stipulation and Settlement of Claims, the Company privately issued 250,000,000 shares of common stock to Ironridge Global IV, Ltd. which had a fair market value of $750,000.

In May 2014, in accordance with a convertible note the Company privately issued 173,809,524 shares of common stock to Mammoth Corporation to retire $182,500 of principal and interest in convertible debt which had a fair market value of $469,285.72.

In May 2014, in accordance with a convertible note the Company privately issued 10,259,048 shares of common stock to Tangiers Investment Group, LLC to retire $10,772 of principal and interest in convertible debt which had a fair market value of $35,906.67.

In June 2014, in accordance with a convertible note the Company privately issued 137,142,857 shares of common stock to Tangiers Investment Group, LLC to retire $180,000 of principal and interest in convertible debt which had a fair market value of $548,571.43.

In June 2014, in accordance with an Order for Stipulation and Settlement of Claims, the Company privately issued 240,000,000 shares of common stock to Ironridge Global IV, Ltd. which had a fair market value of $648,000.00.

In July 2014, in accordance with an Order for Stipulation and Settlement of Claims, the Company privately issued 195,000,000 shares of common stock to Ironridge Global IV, Ltd. which had a fair market value of $273,000.

In July 2014, in accordance with a convertible note the Company privately issued 62,500,000 shares of common stock to Tangiers Investment Group, LLC to retire $25,000 of principal and interest in convertible debt which had a fair market value of $100,000.

In July 2014, in accordance with a convertible note the Company privately issued 68,852,750 shares of common stock to Tangiers Investment Group, LLC to retire $27,541 of principal and interest in convertible debt which had a fair market value of $103,279.

In August 2014, in accordance with a convertible note the Company privately issued 197,773,975 shares of common stock to Tangiers Investment Group, LLC to retire $79,110 of principal and interest in convertible debt which had a fair market value of $177,997.

In August 2014, in accordance with a convertible note the Company privately issued 64,102,565 shares of common stock to WHC Capital, LLC to retire $50,000 of principal and interest in convertible debt which had a fair market value of $89,744.

In September 2014, in accordance with a convertible note the Company privately issued 70,000,000 shares of common stock to WHC Capital, LLC to retire $25,200 of principal and interest in convertible debt which had a fair market value of $42,000.

In September 2014, in accordance with a convertible note the Company privately issued 102,808,200 shares of common stock to Tangiers Investment Group, LLC to retire $25,702 of principal and interest in convertible debt which had a fair market value of $113,089.

In September 2014, in accordance with an Order for Stipulation and Settlement of Claims, the Company privately issued 230,000,000 shares of common stock to Ironridge Global IV, Ltd. which had a fair market value of $184,000.

In October 2014, in accordance with an Order for Stipulation and Settlement of Claims, the Company privately issued 370,000,000 shares of common stock to Ironridge Global IV, Ltd. which had a fair market value of $111,000.

In October 2014, in accordance with a convertible note the Company privately issued 162,953,086 shares of common stock to Tangiers Investment Group, LLC to retire $32,998 of principal and interest in convertible debt which had a fair market value of $65,181.

In October 2014, in accordance with a convertible note the Company privately issued 358,792,593 shares of common stock to Tangiers Investment Group, LLC to retire $48,437 of principal and interest in convertible debt which had a fair market value of $71,759.

In October 2014, in accordance with a convertible note the Company privately issued 376,740,741 shares of common stock to Tangiers Investment Group, LLC to retire $25,430 of principal and interest in convertible debt which had a fair market value of $113,022.

In October 2014, in accordance with a convertible note the Company privately issued 315,000,000 shares of common stock to WHC Capital, LLC to retire $18,900 of principal and interest in convertible debt which had a fair market value of $94,500.

In November 2014, in accordance with a convertible note the Company privately issued 334,400,000 shares of common stock to WHC Capital, LLC to retire $20,064 of principal and interest in convertible debt which had a fair market value of $66,880.

In November 2014, in accordance with a convertible note the Company privately issued 418,414,815 shares of common stock to Tangiers Investment Group, LLC to retire $28,243 of principal and interest in convertible debt which had a fair market value of $83,683.

In instances described above where we issued securities in reliance upon Regulation D, we relied upon Rule 506 of Regulation D of the Securities Act. These stockholders who received the securities in such instances made representations that (a) the stockholder is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the stockholder agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the stockholder has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (d) the stockholder had access to all of our documents, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (e) the stockholder has no need for the liquidity in its investment in us and could afford the complete loss of such investment.. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

In instances described above where we relied upon Section 4(2) of the Securities Act in issuing securities, our reliance was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offeree and us.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

A) AMENDMENTS TO PRIOR FINANCIAL STATEMENT FILINGS

With the recent completion of the audit (filed in September 2014) for the fiscal years 2012 and 2013, the Company is now in the process of reviewing and amending previously filed financial statements and cash flows for Quarters One, Two, and Three; and thereby conforming to the Audit.

B) ENTRY INTO DEFINITIVE MATERIAL AGREEMENTS

1) Asset Purchase Agreement

On September 8, 2014, APT MotoVox Group, Inc., (the “Company”) entered into an asset purchase agreement (“Asset Purchase Agreement”) with International Motorsport Marketing Services, LLC, Charles Carothers, Cameron Woods, and Missing Link, LLC (collectively referred to as “MotoPed Sellers”) to purchase products, prototypes, designs, patents, trademarks, and other valuable assets (the “MotoPed Assets”) in exchange for $200,000 cash, $50,000 of which is due upon signing and the balance of $150,000 payable on or before October 31, 2014. The remainder of the purchase price of the MotoPed Assets is determined by the sales volume of MotoPed units throughout 2014. The Company will pay 25% of the first $1,000,000 of 2014 MotoPed gross revenue to the MotoPed Sellers and 20% of the second $1,000,000 in gross revenue for the same period.

The MotoPed Sellers will be further entitled to one share of Preferred Non-Voting Series F stock (as described in Item 5.03 on this Form 8-K) each for every $200 of revenue derived from MotoPed sales in 2014 and 2015.

Charles Carothers, International Motorsport Marketing Services, LLC and Cameron Woods will enter into separate agreements with the Company to provide sales and marketing and product development services specific to the MotoPed product line.

The foregoing description of the Asset Purchase Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Asset Purchase Agreement incorporated by reference and attached as Exhibit 99.1 to Form 8-K dated September 08, 2014.

On September 11, 2014, the Company entered into an inventory purchase agreement (“Inventory Purchase Agreement”) with Ocean Group, Ocean Stainless, Avesta International Corporation, Martyn Castlelein and Jojo Castelein (collectively referred to as “Parts Sellers”) to purchase parts, components and products for motorized bicycles designed and created by MotoPeds (“MotoPed Parts”). The total purchase price of the MotoPed Parts is $528,474.04 (the “Parts Purchase Price”). The Company will pay the Parts Purchase Price in two equal installments of $264,237.02.

The foregoing description of the Inventory Purchase Agreement is not intended to be complete and is qualified in its entirety by the complete text of the inventory Purchase Agreement incorporated by reference and attached as Exhibit 99.2 to Form 8-K dated September 08, 2014.

2) Amendments to Articles of Incorporation or Bylaws

The Certificate of Incorporation of the Corporation authorizes the issuance of up to 500,000,000 shares of preferred stock and further authorizes the Board of Directors of the Corporation (the “Board”) to fix and determine the designation, preferences, conversion rights, or other rights, including voting rights, qualifications, limitations, or restrictions of the preferred stock.

On September 9, 2014, the Corporation filed a Certificate of Designation with the Delaware Secretary of State to designate the rights and preferences of 20,000 shares of Series F Convertible Preferred Stock.

The Series F Convertible Preferred Stock is convertible into common stock on a 500 to one basis for no additional consideration beginning 540 days after its issuance date. The Series F Convertible Preferred Stock does not have voting or anti-dilution rights. Upon the occurrence of a Liquidation Event (as defined in the Certificate of Designation), the holders of Series F Convertible Preferred Stock are entitled to receive $0.005 for each share of Series F Convertible Preferred Stock held. This restricted class of stock has been reserved for issuance only to the founders of MotoPed.

The foregoing description of the Certificate of Designation is not intended to be complete and is qualified in its entirety by the complete text of the Certificate of Incorporation incorporated by reference and attached as Exhibit 4.1 to Form 8-K dated September 08, 2014.

3) Other Events.

On September 12, 2014, APT MotoVox Group, Inc., announced that it entered into Asset Purchase agreements to acquire MotoPeds. A copy of the Press Release announcing this development is attached as Exhibit 99.3 to Form 8-K dated September 08, 2014.

C) SUBSEQUENT EVENTS

On November 5, 2014, APT MotoVox Group, Inc. (“APT” or the “Company”) entered into a lease agreement with Cerner Property Development, Inc. (“Cerner”) to lease the premises that the Company currently occupies in Kansas City, Missouri. The lease terms extend through July 1, 2017 on the main office building, and through April 1, 2018 on the lab building.

The foregoing description of the lease is not intended to be complete and is qualified in its entirety by the complete text of the Assignment, Assumption and Modification of Lease Agreement incorporated by reference and attached as Exhibit 4.1 to Form 8-K dated November 18, 2014.

On November 5, 2014, the Company sold its real estate holdings, consisting of two buildings located at 8844 Hillcrest Road and 8830 Hillcrest Road, Kansas City, Missouri, and tracts of land totaling 19.80 acres to Cerner for total consideration of $8,938,282.27. After paying off the existing mortgage and separating from the New Market Tax Credit transaction, the Company received net cash proceeds of $1,785,810.84. Prior to the actual sale of the real estate, on October 17, 2014, the Company executed an Asset Purchase Agreement and a Loan Purchase Agreement with Cerner. These documents were held in escrow pending the actual sale.

The foregoing description of the property sale is not intended to be complete and is qualified in its entirety by the complete text of the Assignment, Assumption and Modification of Lease Agreement incorporated by reference and attached as Exhibits 4.2 and 4.3 on Form 8-K dated November 18, 2014.

Item 6.

Exhibits.

The following documents are filed as a part of this report or incorporated herein by reference:

Exhibit No.		Description
2.0		Form of Common Stock Share Certificate of Frozen Food Gift Group, Inc. (1)
3.0		Articles of Incorporation of Frozen Food Gift Group, Inc. (2)
3.1		Amendment to Articles of Incorporation (2)
3.2		Bylaws of Frozen Food Gift Group, Inc. (2)
3.3		Amendment to Articles of Incorporation filed with the Delaware Secretary of State on May 22, 2013 (18)

4.1		Certificate of Designation of Series A Convertible Preferred Stock filed with the Delaware Secretary of State on July 10, 2013 (15)

4.2		Certificate of Designation of Series B Convertible Preferred Stock filed with the Delaware Secretary of State on July 10, 2013 (15)

10.1		Independent Contractor Agreement with Phillip Nagele and Joseph Masters dated July 31, 2009 (2)
10.2		Commercial Lease Agreement by and between Winaway International, Inc. and Frozen Food Gift Group, Inc., dated October 26, 2009 (3)
10.3		Commercial Lease Agreement between McCleary Maritime Properties, LLC and Frozen Food Gift Group, Inc., dated September 23, 2010 (9)
10.4		Pre-Incorporation Agreement between the Founders of Frozen Food Gift Group, Inc. dated January 2, 2009 (3)
10.5		Independent Contractor Agreement with Judd Handler dated January 8, 2010 (3)
10.6		Addendum to NEWCO Ice Cream Independent Contractor Agreement, dated July 31, 2009 (4)
10.7		Letter Agreement with ANP Industries, Inc. dated July 7, 2010 (4)
10.8		Independent Contractor Agreement with Joseph Schmedding dated April 1, 2011 (7)
10.9		Resignation of Director from Company’s Board (5)
10.10		Private Issuance of Common Shares (6)
10.11		Promissory Note issued to Tangiers Investors, LP, dated July 1, 2011 (7)
10.12		Securities Purchase Agreement with Tangiers Investors, LP, dated September 15, 2011 (11)
10.13		Registration Rights Agreement with Tangiers Investors, LP, dated September 15, 2011 (11)
10.14		Addendum to Securities Purchase Agreement with Tangiers Investors, LP, dated September 15, 2011 (11)
10.15		Stock Purchase and Non Dilution of Stock Interest Agreement with Tangiers Investors, LP, dated February 16, 2012 (6, 11)

10.16		Option to Convert Common Stock into Preferred Stock at Future Date with Tangiers Investors, LP, dated February 16, 2012 (6, 11)
10.17		Stock Purchase and Non Dilution of Stock Interest Agreement with Tangiers Investors, LP, dated April 30, 2012 (11)
10.18		Independent Contractor Agreement with Tangiers Investors, LP, dated April 30, 2012 (11)
10.19		Exchange Agreement with Tangiers Investors, LP, dated June 5, 2012 (11)
10.20		7% Convertible Note issued to Tangiers Investors, LP, dated June 5, 2012 (11)
10.21		Notice of Conversion, Tangiers Investors, LP, dated June 8, 2012 (11)
10.22		10% Convertible Note issued to Brent Coetzee, dated November 7, 2012 (10, 11)
10.23		10% Convertible Note issued to Jeffrey Saltzman, dated November 21, 2012 (10, 11)
10.24		10% Convertible Note issued to Daniel Kaplan, dated November 21, 2012 (10, 11)
10.25		Stock Purchase Agreement with Miami Ice Machine Company, Inc., dated February 22, 2013 (11)
10.26		10% Convertible Note issued to Tangiers Investors, LP, dated February 25, 2013 (11)

10.27		Note Purchase Agreement with Tangiers Investors, LP, dated February 25, 2013 (11)

10.28		Assignment Agreement with JMJ Financial and Long Side Ventures, LLC, dated February 28, 2013 (11)

10.29		12% Convertible Note issued to Long Side Ventures, LLC, dated February 28, 2013 (11)

10.30		Assignment Agreement with Tangiers Investors, LP, and Taconic Group, LLC, dated March 6, 2013 (11)

10.31		12% Convertible Note issued to Taconic Group, LLC, dated March 6, 2013 (11)

10.32		Assignment Agreement with Tangiers Investors, LP, and Taconic Group, LLC, dated March 6, 2013 (11)

10.33		12% Convertible Note issued to Taconic Group, LLC, dated March 6, 2013 (11)

10.34		10% Convertible Note issued to Tangiers Investors, LP, dated May 1, 2013 (12)

10.35		Note Purchase Agreement with Tangiers Investors, LP, dated May 1, 2013 (12)

10.36		10% Convertible Note issued to Tangiers Investors, LP, dated June 1, 2013 (13, 19)

10.37		Note Purchase Agreement with Tangiers Investors, LP, dated June 1, 2013 (13, 19)
10.38		10% Convertible Note issued to Tangiers Investors, LP, dated July 1, 2013 (14, 19)

10.39		Note Purchase Agreement with Tangiers Investors, LP, dated July 1, 2013 (14, 19)
10.40		10% Convertible Note issued to Tangiers Investors, LP, dated August 8, 2013 (16, 19)

10.41		Note Purchase Agreement with Tangiers Investors, LP, dated August 8, 2013 (16, 19)

10.42		10% Convertible Note issued to Tangiers Investors, LP, dated October 9, 2013 (17, 19)

10.43		Note Purchase Agreement with Tangiers Investors, LP, dated October 9, 2013 (17, 19)
10.44		10% Convertible Note issued to Tangiers Investors, LP, dated November 19, 2013 (20, 21)

10.45		Note Purchase Agreement with Tangiers Investors, LP, dated November 19, 2013 (20, 21)
10.46		10% Convertible Note issued to Tangiers Investors, LP, dated January 16, 2014 (27)

10.47		Note Purchase Agreement with Tangiers Investors, LP, dated January 16, 2014 (27)

10.48		10% Convertible Note issued to Tangiers Investors, LP, dated January 16, 2014 (27)

10.49		Note Purchase Agreement with Tangiers Investors, LP, dated January 16, 2014 (27)

10.50		Settlement Agreement with IBC Funds, LLC, dated February 10, 2014 (22)

10.51		Order Granting Approval of Settlement Agreement with IBC Funds, LLC, dated February 14, 2014 (22)

10.52		5% Convertible Note issued to Tangiers Investors, LP, dated February 24, 2014 (27)

10.53		Note Purchase Agreement with Tangiers Investors, LP, dated February 24, 2014( 27)

10.54		Mutual General Release and Debt Settlement with Cord Blood America dated March 5, 2014 (27)

10.55		Amended Settlement Agreement with IBC Funds, LLC, dated March 11, 2014 (23, 27)

10.56		Order Granting Approval of Amended Settlement Agreement with IBC Funds, LLC, dated March 11, 2014 (23, 27)

10.57		Assignment of Royalty Agreement with Global Specialty Products, Inc., to Rapid Fire Marketing, Inc., dated March 12, 2014 (23, 27)

10.58		Mutual General Release and Termination of Independent Contractor Agreement with Philip Nagele and Joseph Masters dated March 12, 2014 (23, 27)

10.59		Settlement Agreement with IBC Funds, LLC, dated March 13, 2014 (24, 27)

10.60		Acknowledgement of Purchase Agreement between Lawrence A. Carrell Trust and Mammoth Corporation with APT Powersport and Utility Products LLC dated March 17, 2014 (24, 27)

10.61		Exchange Agreement with Mammoth Corporation dated March 17, 2014 (24, 27)

10.62		Restated Convertible Note with Mammoth Corporation dated March 17, 2014 (24, 27)

10.63		Exchange Agreement between APT Powersport and Utility Products LLC and Mammoth Corporation dated March 17, 2014 (24, 27)

10.64		Restated Convertible Note between APT Powersport and Utility Products LLC and Mammoth Corporation dated March 17, 2014 (24, 27)

10.65		Order Granting Approval of Settlement Agreement with IBC Funds, LLC, dated March 21, 2014 (24, 27)

10.66		Share Exchange Agreement with APT Group, Inc., dated March 21, 2014 (25, 27)

10.67		Amendment to Share Exchange Agreement with APT Group, Inc., dated March 27, 2014 (26, 27)

10.68		Resignation of Director Matthew L. Schissler from Company’s Board dated March 27, 2014 (26, 27)

10.69		Resignation of Director Jonathan F. Irwin from Company’s Board dated March 27, 2014 (26, 27)

10.70 10.71 10.72 10.73 10.74 10.75 10.76 10.77 10.78 10.79 10.80 10.81 10.82 10.83 10.84 10.85 10.86 10.87 10.88 10.89		Resignation of Director John Berkeridge, Jr. from Company’s Board dated March 27, 2014 (26, 27) Independent Contractor Agreement with NDP Consulting Services, LLC dated April 1, 2014 (28, 37) Independent Contractor Agreement with Pyrenees Investments, LLC dated April 1, 2014 (28, 37) Appointment of Officer Troy A. Covey, President (28) Appointment of Officer Wayne Patterson, Chief Executive Officer (28) Appointment of Officer Alexander Kramer, Chief Financial Officer (28) Appointment of Officer H. Colin Ohler, Chief Operating Officer (28) Appointment of Officer William Maher, Senior Vice President (28) Appointment of Officer William C. Dyess, Senior Vice President (28) 12% Convertible Note Issued to WHC Capital, LLC dated April 4, 2014 (29, 37) 8% Convertible Note Issued to Tangiers Investment Group, LLC dated April 14, 2014 (29, 37) Order Granting Approval of Stipulation for Settlement of Claims with Ironridge Global IV, Ltd. dated April 25, 2014 (30, 37) 8% Convertible Note Issued to Caesar Capital Group, LLC dated April 25, 2014 (31, 37) Dismissal of David Aronson, CPA as the Company’s Independent Registered Public Accounting Firm (31) Appointment of Malone Bailey, LLP as the Company’s Independent Registered Public Accounting Firm (31) 8% Convertible Note Issued to Tangiers Investment Group, LLC on May 6, 2014 (32, 37) 8% Convertible Note Issued to LG Capital Funding, LLC on May 8, 2014 (32, 37) Amendment to Articles of Incorporation (32) Amendment to Articles of Incorporation (32) Resignation of Alexander Kramer, Chief Financial Officer on May 30, 2014 (33)

10.90 10.91 10.92 10.93 10.94 10.95 10.96 10.97 10.98 10.99 10.100 10.101 10.102 10.103 10.104 10.105 10.106 10.107 10.108		Appointment of William Maher as Interim Chief Financial Officer on May 30, 2014 (33) Preliminary Information Statement (34) Definitive Information Statement (35) Amendment to Articles of Incorporation (36, 37) Exchange Agreement with Tangiers Investment Group, LLC on April 7, 2014 (37) Exchange Agreement with Tangiers Investment Group, LLC on April 28, 2014 (37) Exchange Agreement with Tangiers Investment Group, LLC on May 12, 2014 (37) Exchange Agreement with Tangiers Investment Group, LLC on May 12, 2014 (37) Exchange Agreement with Tangiers Investment Group, LLC on May 29, 2014 (37) Amendment to Articles of Incorporation (38) 10% Convertible Promissory Note Issued to Inter-Mountain Capital Corp. on July 3, 2014 (39, ) 9% Convertible Promissory Note Issued to WHC Capital, LLC on July 29, 2014 (39, ) Order Granting Modification of Stipulation for Settlement of Claims with Ironridge Global IV, Ltd. dated August 19, 2014 (40) 9% Convertible Promissory Note Issued to WHC Capital, LLC on August 20, 2014 (40) 8% Convertible Promissory Note Issued to Auctus Private Equity Fund, LLC on August 29, 2014 (41) Offer of Settlement Executed with the Securities and Exchange Commission on August 24, 2014. (41, *) Amendment to Articles of Incorporation (42) Asset Purchase Agreement Executed on September 11, 2014 (42) Inventory Purchase Agreement Executed on September 11, 2014 (42)

14.0		Code of Ethics (2)


31.1		Rule 13a-14(a) Certification of Principal Executive Officer*
31.2		Rule 13a-14(a) Certification of Principal Financial Officer*
32.1		Section 1350 Certification of Principal Executive Officer*
32.2		Section 1350 Certification of Principal Financial Officer*

99.4		Temporary Hardship Exemption*

* Filed herewith

(1)	Previously filed on Form 10-K on March 30, 2012.
(2)	Previously filed on Form S-1 on March 11, 2010.

(3)	Previously filed on Form S-1 on May 14, 2010.
(4)	Previously filed on Form S-1 on June 3, 2011.

(5)	Previously filed on Form 8-K on January 31, 2012.
(6)	Previously filed on Form 8-K on February 20, 2012.

(7)	Previously filed on Form 10-Q on November 18, 2011.
(8)	Previously filed on Form 10-Q on May 14, 2012.

(9)	Previously filed on Form S-1 on January 21, 2011.
(10)	Previously filed on Form 8-K on November 29, 2012.

(11)	Previously filed on Form 10-K on April 15, 2013.
(12)	Previously filed on Form 10-Q on May 20, 2013.

(13)	Previously filed on Form 8-K on June 3, 2013.
(14)	Previously filed on Form 8-K on July 8, 2013.

(15)	Previously filed on Form 8-K on July 15, 2013.
(16)	Previously filed on Form 8-K on August 12, 2013.

(17)	Previously filed on Form 8-K on October 16, 2013.
(18)	Previously filed on Form 10-Q on August 19, 2013.

(19)	Previously filed on Form 10-Q on November 19, 2013.
(20)	Previously filed on Form 8-K on November 19, 2013.

(21)	Previously filed on Form 10-K on April 15, 2014.
(22)	Previously filed on Form 8-K on February 14, 2014.

(23)	Previously filed on Form 8-K on March 14, 2014.
(24)	Previously filed on Form 8-K on March 26, 2014.

(25)	Previously filed on Form 8-K on March 21, 2014.
(26)	Previously filed on Form 8-K on March 28, 2014.

(27)	Previously filed on Form 10-Q on May 20, 2014.
(28)	Previously filed on Form 8-K on April 4, 2014.

(29)	Previously filed on Form 8-K on April 16, 2014.
(30)	Previously filed on Form 8-K on April 24, 2014.

(31)	Previously filed on Form 8-K on May 1, 2014.
(32)	Previously filed on Form 8-K on May 9, 2014.

(33)	Previously filed on Form 8-K on May 23, 2014.
(34)	Previously filed on Form 8-K on June 6, 2014.

(35)	Previously filed on Form DEF 14C on June 9, 2014.
(36)	Previously filed on Form 8-K on June 20, 2014.

(37)	Previously filed on Form 10-Q on August 20, 2014.
(38)	Previously filed on Form 8-K on July 11, 2014.

(39)	Previously filed on Form 8-K on August 5, 2014.
(40)	Previously filed on Form 8-K on August 22, 2014.

(41)	Previously filed on Form 8-K on August 29, 2014.
(42)	Previously filed on Form 8-K on September 12, 2014.

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.

	APT MOTOVOX GROUP, INC a Delaware corporation

November 19, 2014	By:	/s/ Troy A. Covey
		Troy A. Covey
		President, Director and Principal Executive Officer

	APT MOTOVOX GROUP, INC a Delaware corporation

November 19, 2014	By:	/s/ William Maher
		William Maher
		Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Troy A. Covey, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of APT MotoVox Group, Inc. for the quarter ended September 30, 2014;

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

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant 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 registrant, 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant'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

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

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

Date: November 20, 2014	By:	/s/ TROY A. COVEY
		Troy A. Covey President, Director and Principal Executive Officer

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William Maher, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of APT MotoVox Group, Inc. for the quarter ended September 30, 2014;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: November 20, 2014	By:	/s/ WILLIAM MAHER
		William Maher Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of APT MotoVox Group, Inc. (the “Company”) for the quarter ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Troy A. Covey, Principal Executive Officer, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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 as of and for the periods presented in the Report.

Date: November 20, 2014	By:	/s/ TROY A. COVEY
		Troy A. Covey President, Director and Principal Executive Officer

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of APT MotoVox Group, Inc. (the “Company”) for the quarter ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William Maher, Principal Financial Officer, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

Date: November 20, 2014	By:	/s/ WILLIAM MAHER
		William Maher Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

Exhibit 10.100

SECURED CONVERTIBLE PROMISSORY NOTE

Effective Date: July 3, 2014 U.S. $335,000.00

FOR VALUE RECEIVED, APT MotoVox Group, Inc., a Delaware corporation (“Borrower”), promises to pay to Inter-Mountain Capital Corp., a Delaware corporation, or its successors or assigns (“Lender”), $335,000.00 and any interest, fees, charges, and late fees on the date that is nine (9) months after the Purchase Price Date (as defined below) (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance (as defined below) (including all Tranches (as defined below), both Conversion Eligible Tranches (as defined below) and Subsequent Tranches (as defined below) that have not yet become Conversion Eligible Tranches) at the rate of ten percent (10%) per annum from the Purchase Price Date until the same is paid in full. This Secured Convertible Promissory Note (this “Note”) is issued and made effective as of July 3, 2014 (the “Effective Date”). For purposes hereof, the “Outstanding Balance” of this Note means, as of any date of determination, the Purchase Price (as defined below), as reduced or increased, as the case may be, pursuant to the terms hereof for redemption, conversion, offset, or otherwise, plus any original issue discount (“OID”), the Transaction Expense Amount (as defined below), accrued but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and similar taxes and fees related to Conversions (as defined below), and any other fees or charges (including without limitation late charges) incurred under this Note. This Note is issued pursuant to that certain Securities Purchase Agreement dated July 3, 2014, as the same may be amended from time to time (the “Purchase Agreement”), by and between Borrower and Lender. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. Certain capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in the Purchase Agreement. Certain other capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.

This Note carries an OID of $30,000.00. In addition, Borrower agrees to pay $5,000.00 to Lender to cover Lender’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction Expense Amount”), all of which amount is included in the initial principal balance of this Note. The purchase price for this Note shall be $300,000.00 (the “Purchase Price”), computed as follows: $335,000.00 original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by delivery to Borrower at Closing of the Investor Trust Deed Notes, and a wire transfer of immediately available funds in the amount of the Initial Cash Purchase Price (as defined in the Purchase Agreement). For purposes hereof, the term “Purchase Price Date” means the date the Initial Cash Purchase Price is delivered by Lender to Borrower.

Notwithstanding any other provision contained in this Note, the conversion by Lender of any portion of the Outstanding Balance shall only be exercisable in five (5) tranches (each, a “Tranche”), consisting of (i) an initial Tranche in an amount equal to $115,000.00 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (as defined in the Purchase Agreement) (the “Initial Tranche”), and (ii) four (4) additional Tranches, each in the amount of $55,000.00, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (each, a “Subsequent Tranche”). The Initial Tranche shall correspond to the Initial Cash Purchase Price, and $10,000.00 of the OID and the Transaction Expense Amount, and may be converted any time subsequent to the Purchase Price Date. The first Subsequent Tranche shall correspond to Investor Trust Deed Note #1 and $5,000.00 of the OID, the second Subsequent Tranche shall correspond to Investor Trust Deed Note #2 and $5,000.00 of the OID, the third Subsequent Tranche shall correspond to Investor Trust Deed Note #3 and $5,000.00 of the OID, and the fourth Subsequent Tranche shall correspond to Investor Trust Deed Note #4 and $5,000.00 of the OID. Lender’s right to convert any portion of any of the Subsequent Tranches is conditioned upon Lender’s payment in full of the Investor Trust Deed Notes corresponding to such Subsequent Tranche (upon the satisfaction of such condition, such Subsequent Tranche becomes a “Conversion Eligible Tranche”). For the avoidance of doubt, subject to the other terms and conditions hereof, the Initial Tranche shall be deemed a Conversion Eligible Tranche as of the Purchase Price Date for all purposes hereunder and may be converted in whole or in part at any time subsequent to the Purchase Price Date, and each Subsequent Tranche that becomes a Conversion Eligible Tranche may be converted in whole or in part at any time subsequent to the first date on which such Subsequent Tranche becomes a Conversion Eligible Tranche. For all purposes hereunder, Conversion Eligible Tranches shall be converted (or redeemed, as applicable) in order of the lowest-numbered Conversion Eligible Tranche. At all times hereunder, the aggregate amount of any costs, fees or charges incurred by or assessable against Borrower hereunder, including, without limitation, any fees, charges or premiums incurred in connection with an Event of Default (as defined below), shall be added to the lowest-numbered then-current Conversion Eligible Tranche.

1. Payment; Prepayment. Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with Section 8. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered to Lender at the address furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender at its registered address and shall state: (y) that Borrower is exercising its right to prepay this Note, and (z) the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash (the “Optional Prepayment Amount”) equal to 125% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note. In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender. In addition, if Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.

2. Security. This Note is secured by that certain Security Agreement of even date herewith, as the same may be amended from time to time (the “Security Agreement”), executed by Borrower in favor of Lender encumbering the Investor Trust Deed Notes, as more specifically set forth in the Security Agreement, all the terms and conditions of which are hereby incorporated into and made a part of this Note.

3. Lender Optional Conversion.

3.1. Lender Conversion Price. Subject to adjustment as set forth in this Note, the conversion price for each Lender Conversion (as defined below) shall be $0.004 (the “Lender Conversion Price”).

3.2. Lender Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been paid in full, including without limitation (i) until any Optional Prepayment Date (even if Lender has received an Optional Prepayment Notice) or at any time thereafter with respect to any amount that is not prepaid, and (ii) during or after any Fundamental Default Measuring Period, at its election, to convert (each instance of conversion is referred to herein as a “Lender Conversion”) all or any part of the Outstanding Balance into shares (“Lender Conversion Shares”) of fully paid and non-assessable common stock, $0.00001 par value per share (“Common Stock”), of Borrower as per the following conversion formula: the number of Lender Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Lender Conversion Price. Conversion notices in the form attached hereto as Exhibit A (each, a “Lender Conversion Notice”) may be effectively delivered to Borrower by any method of Lender’s choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery), and all Lender Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Lender Conversion Shares from any Lender Conversion to Lender in accordance with Section 9 below within three (3) Trading Days of Lender’s delivery of the Lender Conversion Notice to Borrower.

3.3. Application to Installments. Notwithstanding anything to the contrary herein, including without limitation Section 8 hereof, Lender may, in its sole discretion, apply all or any portion of any Lender Conversion toward any Installment Conversion (as defined below), even if such Installment Conversion is pending, as determined in Lender’s sole discretion, by delivering written notice of such election (which notice may be included as part of the applicable Lender Conversion Notice) to Borrower at any date on or prior to the applicable Installment Date. In such event, Borrower may not elect to allocate such portion of the Installment Amount being paid pursuant to this Section 3.3 in the manner prescribed in Section 8.3; rather, Borrower must reduce the applicable Installment Amount by the Conversion Amount described in this Section 3.3.

4. Defaults and Remedies.

4.1. Defaults. The following are events of default under this Note (each, an “Event of Default”): (i) Borrower shall fail to pay any principal when due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (iii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) Borrower shall fail to pay any interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder; or (v) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; or (vi) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (vii) Borrower shall make a general assignment for the benefit of creditors; or (viii) Borrower shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (ix) an involuntary proceeding shall be commenced or filed against Borrower; or (x) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (xi) Borrower shall default or otherwise fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document, other than those specifically set forth in this Section 4.1; or (xii) Borrower shall fail to timely file all required quarterly and annual reports and any other filings that are necessary to enable Lender to sell Conversion Shares or True-Up Shares pursuant to Rule 144; or (xiii) any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (xiv) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (xv) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xvi) Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior written notice to Borrower; or (xvii) any money judgment, writ or similar process shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; or (xviii) Borrower is not DWAC Eligible.

4.2. Remedies. Upon the occurrence of any Event of Default, Borrower shall within one (1) Trading Day deliver written notice thereof via facsimile, email or reputable overnight courier (with next day delivery specified) (an “Event of Default Notice”) to Lender. At any time and from time to time after the earlier of Lender’s receipt of an Event of Default Notice and Lender becoming aware of the occurrence of any Event of Default, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount (as defined hereafter). Notwithstanding the foregoing, at any time following the occurrence of any Event of Default, Lender may, at its option, elect to increase the Outstanding Balance by applying the Default Effect (as defined below) (subject to the limitation set forth below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance shall be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to apply the Default Effect pursuant to this sentence, it shall reserve the right to declare Outstanding Balance immediately due and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding Balance immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). For purposes hereof, the “Default Effect” is calculated by multiplying the Conversion Eligible Outstanding Balance as of the date the applicable Event of Default occurred by (i) 15% for each occurrence of any Major Default, or (ii) 5% for each occurrence of any Minor Default, and then adding the resulting product to the Outstanding Balance as of the date the applicable Event of Default occurred, with the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Event of Default occurred; provided that the Default Effect may only be applied three times hereunder with respect to Major Defaults and three times hereunder with respect to Minor Defaults; and provided further that the Default Effect shall not apply to any Event of Default pursuant to Section 4.1(ii) hereof. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (v), (vi), (vii), (viii) or (ix) of Section 4.1, the Outstanding Balance as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender. The “Mandatory Default Amount” means the greater of (i) the Outstanding Balance (including all Tranches, both Conversion Eligible Tranches and Subsequent Tranches that have not yet become Conversion Eligible Tranches) divided by the Installment Conversion Price (as defined below) on the date the Mandatory Default Amount is demanded, multiplied by the volume weighted average price (the “VWAP”) on the date the Mandatory Default Amount is demanded, or (ii) the Default Effect. At any time following the occurrence of any Event of Default, upon written notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law (“Default Interest”); provided, however, that no Default Interest shall accrue during the Fundamental Default Measuring Period (as defined below). Additionally, following the occurrence of any Event of Default, Borrower may, at its option, pay any Lender Conversion in cash instead of Lender Conversion Shares by paying to Lender on or before the applicable Delivery Date (as defined below) a cash amount equal to the number of Lender Conversion Shares set forth in the applicable Lender Conversion Notice multiplied by the highest intra-day trading price of the Common Stock that occurs during the period beginning on the date the applicable Event of Default occurred and ending on the date of the applicable Lender Conversion Notice. In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Notes as required pursuant to the terms hereof.

4.3. Fundamental Default Remedies. Notwithstanding anything to the contrary herein, in addition to all other remedies set forth herein, after giving effect to the Lender Offset Right (as defined below), which shall occur automatically upon the occurrence of any Fundamental Default, the Fundamental Liquidated Damages Amount shall be added to the Outstanding Balance upon Lender’s delivery to Borrower of a notice (which notice Lender may deliver to Borrower at any time following the occurrence of a Fundamental Default) setting forth its election to declare a Fundamental Default and the Fundamental Liquidated Damages Amount that will be added to the Outstanding Balance.

4.4. Certain Additional Rights. Notwithstanding anything to the contrary herein, in the event Borrower fails to make any payment or otherwise to deliver any Conversion Shares as and when required under this Note, then (i) the Lender Conversion Price for all Lender Conversions occurring after the date of such failure to pay shall equal the lower of the Lender Conversion Price applicable to any Lender Conversion and the Market Price as of any applicable date of Conversion, and (ii) the true-up provisions of Section 11 below shall apply to all Lender Conversions that occur after the date of such failure to pay, provided that all references to the “Installment Notice” in Section 11 shall be replaced with references to a “Lender Conversion Notice” for purposes of this Section 4.4, all references to “Installment Conversion Shares” in Section 11 shall be replaced with references to “Lender Conversion Shares” for purposes of this Section 4.4, and all references to the “Installment Conversion Price” in Section 11 shall be replaced with references to the “Lender Conversion Price” for purposes of this Section 4.4.

4.5. Cross Default. A breach or default by Borrower of any covenant or other term or condition contained in any Other Agreements (as defined below) shall, at the option of Lender, be considered an Event of Default under this Note, in which event Lender shall be entitled (but in no event required) to apply all rights and remedies of Lender under the terms of this Note. “Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material agreement that affects Borrower’s ongoing business operations. For the avoidance of doubt, all existing and future loan transactions between Borrower and Lender and their respective affiliates will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to Lender.

5. Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower not subject to offset (except as set forth in Section 20 below), deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or conversions called for herein in accordance with the terms of this Note.

6. Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

7. Rights Upon Issuance of Securities.

7.1. Subsequent Equity Sales. Except with respect to Excluded Securities, if Borrower or any subsidiary thereof, as applicable, at any time this Note is outstanding, shall sell or issue any Common Stock to Lender or any third party for a price that is less than the then effective Lender Conversion Price, then such Lender Conversion Price shall be automatically reduced and only reduced to equal such lower issuance price. Except with respect to Excluded Securities, if Borrower or any subsidiary thereof, as applicable, at any time this Note is outstanding, shall sell or grant any option to any party to purchase, or sell or grant any right to reprice, or issue any Common Stock, preferred shares convertible into Common Stock, or debt, warrants, options or other instruments or securities to Lender or any third party which are convertible into or exercisable for shares of Common Stock (together herein referred to as “Equity Securities”), including without limitation any Deemed Issuance (as defined herein), at an effective price per share less than the then effective Lender Conversion Price (such issuance, together with any sale of Common Stock, is referred to herein as a “Dilutive Issuance”), then, the Lender Conversion Price shall be automatically reduced and only reduced to equal such lower effective price per share. If the holder of any Equity Securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options, or rights per share which are issued in connection with such Dilutive Issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Lender Conversion Price, such issuance shall be deemed to have occurred for less than the Lender Conversion Price on the date of such Dilutive Issuance, and the then effective Lender Conversion Price shall be reduced and only reduced to equal such lower effective price per share. Such adjustments described above to the Lender Conversion Price shall be permanent (subject to additional adjustments under this section), and shall be made whenever such Common Stock or Equity Securities are issued. Borrower shall notify Lender, in writing, no later than the Trading Day following the issuance of any Common Stock or Equity Securities subject to this Section 7.1, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, or other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not Borrower provides a Dilutive Issuance Notice pursuant to this Section 7.1, upon the occurrence of any Dilutive Issuance, on the date of such Dilutive Issuance the Lender Conversion Price shall be lowered to equal the applicable effective price per share regardless of whether Borrower or Lender accurately refers to such lower effective price per share in any Installment Notice or Lender Conversion Notice.

7.2. Adjustment of Lender Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Lender Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Lender Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7.2 shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7.2 occurs during the period that a Lender Conversion Price is calculated hereunder, then the calculation of such Lender Conversion Price shall be adjusted appropriately to reflect such event.

7.3. Other Events. In the event that Borrower (or any subsidiary) shall take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect Lender from dilution or if any event occurs of the type contemplated by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then Borrower’s board of directors shall in good faith determine and implement an appropriate adjustment in the Lender Conversion Price so as to protect the rights of Lender, provided that no such adjustment pursuant to this Section 7.3 will increase the Lender Conversion Price as otherwise determined pursuant to this Section 7, provided further that if Lender does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then Borrower’s board of directors and Lender shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding and whose fees and expenses shall be borne by Borrower.

8. Borrower Installments.

8.1. Installment Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Installment Conversion (the “Installment Conversion Price”) shall be the lesser of (i) the Lender Conversion Price, and (ii) 67.5% (the “Conversion Factor”) of the lowest VWAP in the fifteen (15) Trading Days immediately preceding the applicable Conversion (the “Market Price”). Additionally, if at any time after the Effective Date, Borrower is not DWAC Eligible, then the then-current Conversion Factor will automatically be reduced by 5% for all future Conversions. If at any time after the Effective Date, the Conversion Shares are not DTC Eligible, then the then-current Conversion Factor will automatically be reduced by an additional 5% for all future Conversions. Finally, in addition to the Default Effect, if any Major Default occurs after the Effective Date, the Conversion Factor shall automatically be reduced for all future Conversions by an additional 5% for each of the first three (3) Major Defaults that occur after the Effective Date (for the avoidance of doubt, each occurrence of any Major Default shall be deemed to be a separate occurrence for purposes of the foregoing reductions in Conversion Factor, even if the same Major Default occurs three (3) separate times). For example, the first time Borrower is not DWAC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 67.5% to 62.5% for purposes of this example. Following such event, the first time the Conversion Shares are no longer DTC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 62.5% to 57.5% for purposes of this example. If, thereafter, there are three (3) separate occurrences of a Major Default pursuant to Section 4.1(iii), then for purposes of this example the Conversion Factor would be reduced by 5% for the first such occurrence, and so on for each of the second and third occurrences of such Major Default.

8.2. Installment Conversions. Beginning on the date that is six (6) months after the Purchase Price Date and on the same day of each month thereafter until the Maturity Date (each, an “Installment Date”), Borrower shall pay to Lender the applicable Installment Amount due on such date, subject to the provisions of this Section 8. Payments of each Installment Amount may be made (a) in cash, or (b) by converting such Installment Amount into shares of Common Stock (“Installment Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 (each an “Installment Conversion”, and together with Lender Conversions, a “Conversion”) per the following formula: the number of Installment Conversion Shares equals the portion of the applicable Installment Amount being converted divided by the Installment Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the applicable Installment Date and the Installment Conversion Shares are delivered to Lender on or before the applicable Delivery Date. Notwithstanding the foregoing, Borrower will not be entitled to elect an Installment Conversion with respect to any portion of any applicable Installment Amount and shall be required to pay the entire amount of such Installment Amount in cash if on the applicable Installment Notice Due Date (defined below) there is an Equity Conditions Failure (as defined below), and such failure is not waived in writing by Lender. Moreover, in the event Borrower desires to pay all or any portion of any Installment Amount in cash, it must notify Lender in writing of such election and the portion of the applicable Installment Amount it elects to pay in cash not more than twenty-five (25) or less than fifteen (15) Trading Days prior to the applicable Installment Date. If Borrower fails to so notify Lender, it shall not be permitted to elect to pay any portion of such Installment Amount in cash unless otherwise agreed to by Lender in writing or proposed by Lender in an Installment Notice delivered by Lender to Borrower. Notwithstanding the foregoing or anything to the contrary herein, Borrower shall only be obligated to deliver Installment Amounts with respect to Tranches that have become Conversion Eligible Tranches and shall have no obligation to pay to Lender any Installment Amount with respect to any Tranche that has not become a Conversion Eligible Tranche. In furtherance thereof, in the event Borrower has repaid all Conversion Eligible Tranches pursuant to the terms of this Note, it shall have no further obligations to deliver any Installment Amount to Lender unless and until any Subsequent Tranche that was not previously a Conversion Eligible Tranche becomes a Conversion Eligible Tranche pursuant to the terms of this Note. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Installment Dates shall continue after the Maturity Date pursuant to this Section 8 until the Outstanding Balance is repaid in full, provided that Lender shall, in Lender’s sole discretion, determine the Installment Amount for each Installment Date after the Maturity Date.

8.3. Allocation of Installment Amounts. Subject to Section 8.2 regarding an Equity Conditions Failure, for each Installment Date (each, an “Installment Notice Due Date”), Borrower may elect to allocate the payment of the applicable Installment Amount between cash and via an Installment Conversion, by email or fax delivery of a notice to Lender substantially in the form attached hereto as Exhibit B (each, an “Installment Notice”), provided, that to be effective, each applicable Installment Notice must be received by Lender not more than twenty-five (25) or less than fifteen (15) Trading Days prior to the applicable Installment Notice Due Date. If Lender has not received an Installment Notice within such time period, then Lender may prepare the Installment Notice and deliver the same to Borrower by fax or email. Following its receipt of such Installment Notice, Borrower may either ratify Lender’s proposed allocation in the applicable Installment Notice or elect to change the allocation by written notice to Lender by email or fax on or before 12:00 p.m. New York time on the applicable Installment Date, so long as the sum of the cash payments and the amount of Installment Conversions equal the applicable Installment Amount, provided that Lender must approve any increase to the portion of the Installment Amount payable in cash. If Borrower fails to notify Lender of its election to change the allocation prior to the deadline set forth in the previous sentence (and seek approval to increase the amount payable in cash), it shall be deemed to have ratified and accepted the allocation set forth in the applicable Installment Notice prepared by Lender. If neither Borrower nor Lender prepare and deliver to the other party an Installment Notice as outlined above, then Borrower shall be deemed to have elected that the entire Installment Amount be converted via an Installment Conversion. Borrower acknowledges and agrees that regardless of which party prepares the applicable Installment Notice, the amounts and calculations set forth thereon are subject to correction or adjustment because of error, mistake, or any adjustment resulting from an Event of Default or other adjustment permitted under the Transaction Documents (an “Adjustment”). Furthermore, no error or mistake in the preparation of such notices, or failure to apply any Adjustment that could have been applied prior to the preparation of an Installment Notice may be deemed a waiver of Lender’s right to enforce the terms of any Note, even if such error, mistake, or failure to include an Adjustment arises from Lender’s own calculation. Borrower shall deliver the Installment Conversion Shares from any Installment Conversion to Lender in accordance with Section 9 below on or before each applicable Installment Date.

9. Method of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day following the Installment Date or the third (3rd) Trading Day following the date of delivery of a Lender Conversion Notice, as applicable (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically via DWAC to the account designated by Lender in the applicable Lender Conversion Notice or Installment Notice. If Borrower is not DWAC Eligible, it shall deliver to Lender or its broker (as designated in the Lender Conversion Notice or Installment Notice, as applicable), via reputable overnight courier, a certificate representing the number of shares of Common Stock equal to the number of Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its designee. For the avoidance of doubt, Borrower has not met its obligation to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable, has actually received the certificate representing the applicable Conversion Shares no later than the close of business on the relevant Delivery Date pursuant to the terms set forth above.

10. Conversion Delays. If Borrower fails to deliver Conversion Shares or True-Up Shares in accordance with the timeframes stated in Sections 3, 8, 9, or 11, as applicable, Lender, at any time prior to selling all of those Conversion Shares or True-Up Shares, as applicable, may rescind in whole or in part that particular Conversion attributable to the unsold Conversion Shares or True-Up Shares, with a corresponding increase to the Outstanding Balance (any returned Conversion Amount will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144). In addition, for each Lender Conversion, in the event that Lender Conversion Shares are not delivered by the fourth Trading Day (inclusive of the day of the Lender Conversion), a late fee equal to the greater of $500.00 per day and 2% of the applicable Lender Conversion Share Value rounded to the nearest multiple of $100.00 (but in any event the cumulative amount of such late fees for each Lender Conversion shall not exceed 200% of the applicable Lender Conversion Share Value) will be assessed for each day after the third Trading Day (inclusive of the day of the Lender Conversion) until Lender Conversion Share delivery is made; and such late fee will be added to the Outstanding Balance (such fees, the “Conversion Delay Late Fees”). For illustration purposes only, if Lender delivers a Lender Conversion Notice to Borrower pursuant to which Borrower is required to deliver 100,000 Lender Conversion Shares to Lender and on the Delivery Date such Lender Conversion Shares have a Lender Conversion Share Value of $20,000.00 (assuming a Closing Sale Price on the Delivery Date of $0.20 per share of Common Stock), then in such event a Conversion Delay Late Fee in the amount of $500.00 per day (the greater of $500.00 per day and $20,000.00 multiplied by 2%, which is $400.00) would be added to the Outstanding Balance of the Note until such Lender Conversion Shares are delivered to Lender. For purposes of this example, if the Lender Conversion Shares are delivered to Lender twenty (20) days after the applicable Delivery Date, the total Conversion Delay Late Fees that would be added to the Outstanding Balance would be $10,000.00 (20 days multiplied by $500.00 per day). If the Lender Conversion Shares are delivered to Lender one hundred (100) days after the applicable Delivery Date, the total Conversion Delay Late Fees that would be added to the Outstanding Balance would be $40,000.00 (100 days multiplied by $500.00 per day, but capped at 200% of the Lender Conversion Share Value).

11. True-Up. On the date that is twenty-three (23) Trading Days (a “True-Up Date”) from each date Borrower delivers Free Trading (as defined below) Installment Conversion Shares to Lender, there shall be a true-up where Borrower shall deliver to Lender additional Installment Conversion Shares (“True-Up Shares”) if the Installment Conversion Price as of the True-Up Date is less than the Installment Conversion Price used in the applicable Installment Notice. In such event, Borrower shall deliver to Lender within three (3) Trading Days of the True-Up Date (the “True-Up Share Delivery Date”) a number of True-Up Shares equal to the difference between the number of Installment Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Installment Conversion Price as of the True-Up Date and the number of Installment Conversion Shares originally delivered to Lender pursuant to the applicable Installment Notice. For the avoidance of doubt, if the Installment Conversion Price as of the True-Up Date is higher than the Installment Conversion Price set forth in the applicable Installment Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Installment Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pursuant to a form of notice substantially in the form attached hereto as Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice Borrower shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section 11. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase (under Lender’s and Borrower’s expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144) by a sum equal to the number of True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable True-Up Date.

12. Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”), then Borrower must not issue to Lender shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization of the Common Stock is less than $10,000,000.00. Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to the preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

13. Payment of Collection Costs. If this Note is placed in the hands of an attorney for collection or enforcement prior to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Lender otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note, then Borrower shall pay the costs incurred by Lender for such collection, enforcement or action including, without limitation, attorneys’ fees and disbursements. Borrower also agrees to pay for any costs, fees or charges of its transfer agent that are charged to Lender pursuant to any Conversion or issuance of shares pursuant to this Note.

14. Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by Borrower’s counsel.

15. Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.

16. Resolution of Disputes.

16.1. Arbitration of Disputes. By its acceptance of this Note, each party agrees to be bound by the Arbitration Provisions set forth as an Exhibit to the Purchase Agreement.

16.2. Calculation of Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any arithmetic calculation hereunder, including without limitation calculating the Outstanding Balance, Lender Conversion Price, Lender Conversion Shares to be delivered, Installment Conversion Price, Installment Conversion Shares to be delivered, the Market Price, or the VWAP (collectively, “Calculations”), Borrower or Lender (as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile or email with confirmation of receipt (a) within two (2) Trading Days after receipt of the applicable notice giving rise to such dispute to Borrower or Lender (as the case may be) or (b) if no notice gave rise to such dispute, at any time after Lender learned of the circumstances giving rise to such dispute. If Lender and Borrower are unable to agree upon such determination or calculation within two (2) Trading Days of such disputed determination or arithmetic calculation (as the case may be) being submitted to Borrower or Lender (as the case may be), then Borrower shall, within two (2) Trading Days, submit via facsimile the disputed Calculation to an independent, reputable investment bank or accounting firm selected by Lender. Borrower shall cause the investment bank or accounting firm to perform the determinations or calculations (as the case may be) and notify Borrower and Lender of the results no later than ten (10) Trading Days from the time it receives such disputed determinations or calculations (as the case may be). Such investment bank’s or accounting firm’s determination or calculation with respect to the disputes set forth in this Section 16.2 (as the case may be) shall be binding upon all parties absent demonstrable error. The investment banker’s or accounting firm’s fee for performing such Calculation shall be paid by the incorrect party, or if both parties are incorrect, by the party whose Calculation is furthest from the correct Calculation as determined by the investment banker or accounting firm. In the event Borrower is the losing party, no extension of the Delivery Date shall be granted and Borrower shall incur all effects for failing to deliver the applicable Conversion Shares in a timely manner as set forth in this Note.

17. Cancellation. After repayment or conversion of the entire Outstanding Balance (including without limitation delivery of True-Up Shares pursuant to the payment of the final Installment Amount, if applicable), this Note shall be deemed paid in full, shall automatically be deemed canceled, and shall not be reissued.

18. Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.

19. Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.

20. Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Trust Deed Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Trust Deed Notes (the “Lender Offset Right”), and (b) in the event of the occurrence of any Investor Note Default (as defined in the Investor Trust Deed Notes, or any other note issued by the initial Lender in connection with the Purchase Agreement), or at any other time, Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Trust Deed Notes, from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

21. Time of the Essence. Time is expressly made of the essence with respect to each and every provision of this Note and the documents and instruments entered into in connection herewith.

22. Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with the subsection of the Purchase Agreement titled “Notices.”

23. Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, default interest or other charges assessed under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s expectations that any such liquidated damages will tack back to the Closing Date for purposes of determining the holding period under Rule 144).

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.

BORROWER:

APT MotoVox Group, Inc.

By:_________________________

Name:_______________________

Title:________________________

ACKNOWLEDGED, ACCEPTED AND AGREED:

LENDER:

Inter-Mountain Capital Corp.

By: _________________________

John M. Fife, President

[Signature Page to Secured Convertible Promissory Note]

ATTACHMENT 1

DEFINITIONS

For purposes of this Note, the following terms shall have the following meanings:

A1. “Adjusted Outstanding Balance” means the Outstanding Balance of this Note as of the date the applicable Fundamental Default occurred less any Conversion Delay Late Fees included in such Outstanding Balance.

A2. “Approved Stock Plan” means any stock option plan which has been approved by the board of directors of Borrower, pursuant to which Borrower’s securities may be issued to any employee, officer or director for services provided to Borrower.

A3. “Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on its principal market, as reported by Bloomberg, or, if its principal market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in “OTC Pink” by Pink OTC Markets Inc. (formerly Pink Sheets LLC), and any successor thereto. If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the fair market value as mutually determined by Lender and Borrower. If Lender and Borrower are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 16.2. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

A4. “Conversion Eligible Outstanding Balance” means the Outstanding Balance of this Note less the sum of the outstanding balances of each Subsequent Tranche that has not yet become a Conversion Eligible Tranche (i.e., Lender has not yet paid the outstanding balance of the Investor Trust Deed Note that corresponds to such Subsequent Tranche).

A5. “Deemed Issuance” means an issuance of Common Stock that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms hereof in the event Borrower fails to deliver Conversion Shares as and when required pursuant to Sections 3 or 8 of the Note. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected to pay an Installment Amount in Installment Conversion Shares and fails to deliver such Installment Conversion Shares, such failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date of determination.

A6. “DTC” means the Depository Trust Company.

A7. “DTC Eligible” means, with respect to the Common Stock, that such Common Stock is eligible to be deposited in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm servicing Lender’s brokerage firm for the benefit of Lender.

A8. “DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer Program.

A9. “DWAC” means Deposit Withdrawal at Custodian as defined by the DTC.

A10. “DWAC Eligible” means that (i) Borrower’s Common Stock is eligible at DTC for full services pursuant to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system, (ii) Borrower has been approved (without revocation) by the DTC’s underwriting department, (iii) Borrower’s transfer agent is approved as an agent in the DTC/FAST Program, (iv) the Conversion Shares are otherwise eligible for delivery via DWAC; (v) Borrower has previously delivered all Conversion Shares to Lender via DWAC; and (vi) Borrower’s transfer agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC.

Attachment 1 to Secured Convertible Promissory Note, Page 1

A11. “Equity Conditions Failure” means that any of the following conditions has not been satisfied during any applicable Equity Conditions Measuring Period (as defined below): (i) with respect to the applicable date of determination all of the Conversion Shares are freely tradable under Rule 144 or without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of this Note); (ii) on each day during the period beginning one month prior to the applicable date of determination and ending on and including the applicable date of determination (the “Equity Conditions Measuring Period”), the Common Stock is listed or designated for quotation (as applicable) on any of The New York Stock Exchange, NYSE Amex, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the OTC Bulletin Board, the OTCQX or the OTCQB (each, an “Eligible Market”) and shall not have been suspended from trading on any such Eligible Market (other than suspensions of not more than two (2) Trading Days and occurring prior to the applicable date of determination due to business announcements by Borrower); (iii) on each day during the Equity Conditions Measuring Period, Borrower shall have delivered all shares of Common Stock issuable upon conversion of this Note on a timely basis as set forth in Section 9 hereof and all other shares of capital stock required to be delivered by Borrower on a timely basis as set forth in the other Transaction Documents; (iv) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating Section 12 hereof (Lender acknowledges that Borrower shall be entitled to assume that this condition has been met for all purposes hereunder absent written notice from Lender); (v) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or designated for quotation (as applicable); (vi) on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (vii) Borrower shall have no knowledge of any fact that would reasonably be expected to cause any of the Conversion Shares to not be freely tradable without the need for registration under any applicable state securities laws (in each case, disregarding any limitation on conversion of this Note); (viii) on each day during the Equity Conditions Measuring Period, Borrower otherwise shall have been in material compliance with each, and shall not have breached any, term, provision, covenant, representation or warranty of any Transaction Document; (ix) without limiting clause (viii) above, on each day during the Equity Conditions Measuring Period, there shall not have occurred an Event of Default or an event that with the passage of time or giving of notice would constitute an Event of Default; (x) on each Installment Notice Due Date and each Installment Date, the average and median daily dollar volume of the Common Stock on its principal market for the previous twenty (20) Trading Days shall be greater than $25,000.00; (xi) the ten (10) day average VWAP of the Common Stock is greater than $0.001, and (xii) the Common Stock shall be DWAC Eligible as of each applicable Installment Notice Due Date, Installment Date or other date of determination.

A12. “Excluded Securities” means any shares of Common Stock, options, or convertible securities issued or issuable in connection with any Approved Stock Plan; provided that the option term, exercise price or similar provisions of any issuances pursuant to such Approved Stock Plan are not amended, modified or changed on or after the Purchase Price Date.

A13. “Free Trading” means that (a) the shares or certificate(s) representing the applicable shares of Common Stock have been cleared and approved for public resale by the compliance departments of Lender’s brokerage firm and the clearing firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender’s brokerage firm and have been deposited into such clearing firm’s account for the benefit of Lender.

A14. “Fundamental Default” means that Borrower either fails to pay the entire Outstanding Balance to Lender on or before the Maturity Date or fails to pay the Mandatory Default Amount within three (3) Trading Days of the date Lender delivers any notice of acceleration to Borrower pursuant to Section 4.2 of this Note.

A15. “Fundamental Default Conversion Value” means the Adjusted Outstanding Balance multiplied by the highest Fundamental Default Ratio that occurs during the Fundamental Default Measuring Period.

A16. “Fundamental Default Measuring Period” means a number of months equal to the Outstanding Balance as of the date the Fundamental Default occurred divided by the Installment Amount, with such number being rounded up to the next whole month; provided, however, that if Borrower repays the entire Outstanding Balance prior to the conclusion of the Fundamental Default Measuring Period, the Fundamental Measuring Period shall end on the date of repayment. For illustration purposes only, if the Outstanding Balance were equal to $125,000 as of the date a Fundamental Default occurred and if the Installment Amount were $28,500, then the Fundamental Default Measuring Period would equal five (5) months calculated as follows: $125,000/$28,500 equals 4.386, rounded up to five (5).

Attachment 1 to Secured Convertible Promissory Note, Page 2

A17. “Fundamental Default Ratio” means a ratio that will be calculated on each Trading Day during the Fundamental Default Measuring Period by dividing the Closing Sale Price for the Common Stock on a given Trading Day by the Lender Conversion Price (as adjusted pursuant to the terms hereof) in effect for such Trading Day.

A18. “Fundamental Liquidated Damages Amount” means the greater of (i) (a) the quotient of the Outstanding Balance on the date the Fundamental Default occurred divided by the then-current Conversion Factor, minus (b) the Outstanding Balance on the date the Fundamental Default occurred, or (ii) the Fundamental Default Conversion Value.

A19. “Fundamental Transaction” means that (i) (a) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving corporation) any other person or entity, or (b) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other person or entity, or (c) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person or persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange offer), or (d) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement or other business combination), or (e) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the Common Stock, other than an increase in the number of authorized shares of Borrower’s Common Stock, or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower. Notwithstanding the foregoing, any sale of real property by Borrower in connection with the federal New Market Tax Credit Program shall not be deemed to be a Fundamental Transaction.

A20. “Installment Amount” means $83,750.00 ($335,000.00 ÷ 4), plus the sum of any accrued and unpaid interest that has been added to the lowest-numbered then-current Conversion Eligible Tranche as of the applicable Installment Date and accrued, and unpaid late charges that have been added to the lowest-numbered then-current Conversion Eligible Tranche, if any, under this Note as of the applicable Installment Date, and any other amounts accruing or owing to Lender under this Note as of such Installment Date; provided, however, that, if the remaining amount owing under all then-existing Conversion Eligible Tranches or otherwise with respect to this Note as of the applicable Installment Date is less than the Installment Amount set forth above, then the Installment Amount for such Installment Date (and only such Installment Amount) shall be reduced (and only reduced) by the amount necessary to cause such Installment Amount to equal such outstanding amount.

A21. “Lender Conversion Share Value” means the product of the number of Lender Conversion Shares deliverable pursuant to any Lender Conversion multiplied by the Closing Sale Price of the Common Stock on the Delivery Date for such Lender Conversion.

A22. “Major Default” means any Event of Default occurring under Sections 4.1(i), (iii), (iv), (x), (xii), or (xv) of this Note.

A23. “Market Capitalization of the Common Stock” shall mean the product equal to (a) the average VWAP of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported on Borrower’s most recently filed Form 10-Q or Form 10-K.

A24. “Minor Default” means any Event of Default that is not a Major Default or a Fundamental Default.

Attachment 1 to Secured Convertible Promissory Note, Page 3

A25. “Optional Prepayment Liquidated Damages Amount” means an amount equal to the difference between (a) the product of (i) the number of shares of Common Stock obtained by dividing (1) the applicable Optional Prepayment Amount by (2) the Lender Conversion Price as of the date Borrower delivered the applicable Optional Prepayment Amount to Lender, multiplied by (ii) the Closing Sale Price of the Common Stock on the date Borrower delivered the applicable Optional Prepayment Amount to Lender, and (b) the applicable Optional Prepayment Amount paid by Borrower to Lender. For illustration purposes only, if the applicable Optional Prepayment Amount were $50,000.00, the Lender Conversion Price as of the date the Optional Prepayment Amount was paid to Lender was equal to $0.75 per share of Common Stock, and the Closing Sale Price of a share of Common Stock as of such date was equal to $1.00, then the Optional Prepayment Liquidated Damages Amount would equal $16,666.67 computed as follows: (a) $66,666.67 (calculated as (i) (1) $50,000.00 divided by (2) $0.75 multiplied by (ii) $1.00) minus (b) $50,000.00.

A26. “Trading Day” shall mean any day on which the Common Stock is traded or tradable for any period on the Common Stock’s principal market, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

Attachment 1 to Secured Convertible Promissory Note, Page 4

EXHIBIT A

Inter-Mountain Capital Corp.

303 East Wacker Drive, Suite 1200

Chicago, Illinois 60601

APT MotoVox Group, Inc.

Attn: Wayne Patterson

8844 Hillcrest Road

Kansas City, MO 64138

Date: __________________

LENDER CONVERSION NOTICE

The above-captioned Lender hereby gives notice to APT MotoVox Group, Inc., a Delaware corporation (the “Borrower”), pursuant to that certain Secured Convertible Promissory Note made by Borrower in favor of Lender on July 3, 2014 (the “Note”), that Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock of Borrower as of the date of conversion specified below. Said conversion shall be based on the Lender Conversion Price set forth below. In the event of a conflict between this Lender Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of Lender Conversion Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.

Date of Conversion:

____________

Lender Conversion #:

____________

Conversion Amount:

____________

Lender Conversion Price: _______________

Lender Conversion Shares: _______________ (C divided by D)

Remaining Outstanding Balance of Note: ____________*

Remaining balance of Investor Trust Deed Notes: ____________*

H. Outstanding Balance of Note net of balance of Investor Trust Deed Notes: ____________* (F minus G)

* Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Lender Conversion Notice and such Transaction Documents.

The Conversion Amount converted hereunder shall be deducted from the following Conversion Eligible Tranche(s):

Conversion Amount	Tranche No.

$_________________ of the Conversion Amount converted hereunder shall be deducted from the Installment Amount(s) relating to the following Installment Date(s): __________________________________________.

Please transfer the Lender Conversion Shares electronically (via DWAC) to the following account:

Broker: Address:

DTC#:

Account #:

Account Name:

Exhibit A to Secured Convertible Promissory Note, Page 1

To the extent the Lender Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares to Lender via reputable overnight courier after receipt of this Lender Conversion Notice (by facsimile transmission or otherwise) to:

_____________________________________

Sincerely,

Lender:

Inter-Mountain Capital Corp.

By: _________________________

John M. Fife, President

Exhibit A to Secured Convertible Promissory Note, Page 2

EXHIBIT B

APT MotoVox Group, Inc.

8844 Hillcrest Road

Kansas City, MO 64138

Inter-Mountain Capital Corp. Date: _____________

Attn: John Fife

303 E. Wacker Dr., Suite 1200

Chicago, IL 60601

INSTALLMENT NOTICE

The above-captioned Borrower hereby gives notice to Inter-Mountain Capital Corp., a Delaware corporation (the “Lender”), pursuant to that certain Secured Convertible Promissory Note made by Borrower in favor of Lender on July 3, 2014 (the “Note”), of certain Borrower elections and certifications related to payment of the Installment Amount of $_________________ due on ___________, 201_ (the “Installment Date”). In the event of a conflict between this Installment Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of Installment Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.

INSTALLMENT CONVERSION AND CERTIFICATIONS

AS OF THE INSTALLMENT DATE

A.	INSTALLMENT CONVERSION

Installment Date: ____________, 201_

Installment Amount:

____________

Portion of Installment Amount Borrower elected to pay in cash: ____________

Portion of Installment Amount to be converted into Common Stock: ____________ (B minus C)

Installment Conversion Price: _______________ (lower of (i) Lender Conversion Price in effect and (ii) Market Price as of Installment Date)

Installment Conversion Shares: _______________ (D divided by E)

Remaining Outstanding Balance of Note: ____________ *

Remaining balance of Investor Trust Deed Notes: ____________*

Outstanding Balance of Note net of balance of Investor Trust Deed Notes: ____________ (G minus H)*

B.	EQUITY CONDITIONS CERTIFICATION

1.	Market Capitalization of the Common Stock:________________

(Check One)

2.	_________ Borrower herby certifies that no Equity Conditions Failure exists as of the Installment Date.

Exhibit B to Secured Convertible Promissory Note, Page 1

3.	_________ Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests a waiver from Lender with respect thereto. The Equity Conditions Failure is as follows:

Sincerely,

Borrower:

APT MotoVox Group, Inc.

By:_____________________

Name:___________________

Title:____________________

Exhibit B to Secured Convertible Promissory Note, Page 2

EXHIBIT C

Inter-Mountain Capital Corp.

303 East Wacker Drive, Suite 1200

Chicago, Illinois 60601

APT MotoVox Group, Inc. Date: __________________

Attn: _________________

8844 Hillcrest Road

Kansas City, MO 64138

TRUE-UP NOTICE

The above-captioned Lender hereby gives notice to APT MotoVox Group, Inc., a Delaware corporation (the “Borrower”), pursuant to that certain Secured Convertible Promissory Note made by Borrower in favor of Lender on July 3, 2014 (the “Note”), of True-Up Conversion Shares related to _____________, 201_ (the “Installment Date”). In the event of a conflict between this True-Up Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of True-Up Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.

TRUE-UP CONVERSION SHARES AND CERTIFICATIONS

AS OF THE TRUE-UP DATE

1.	TRUE-UP CONVERSION SHARES

A.	Installment Date: ____________, 201_

B.	True-Up Date: ____________, 201_

C.	Portion of Installment Amount converted into Common Stock: _____________

D.	True-Up Conversion Price: _______________ (lower of (i) Lender Conversion Price in effect and (ii) Market Price as of True-Up Date)

E.	True-Up Conversion Shares: _______________ (C divided by D)

F.	Installment Conversion Shares delivered: ________________

G.	True-Up Conversion Shares to be delivered: ________________ (only applicable if E minus F is greater than zero)

2.	EQUITY CONDITIONS CERTIFICATION (Section to be completed by Borrower)

A.	Market Capitalization of the Common Stock:________________

(Check One)

B.	_________ Borrower herby certifies that no Equity Conditions Failure exists as of the applicable True-Up Date.

Exhibit C to Secured Convertible Promissory Note, Page 1

C.	_________ Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests a waiver from Lender with respect thereto. The Equity Conditions Failure is as follows: