The following table represents stock options granted, exercised and forfeited during the threesix month period ended March 31,June 30, 2014:

The following table represents non-vested stock options granted, vested and forfeited for the threesix months ended March 31,June 30, 2014.

The total fair value of options vested during the threesix months ended March 31,June 30, 2014 and 2013 was $65,227$65,993 and $56,796,$81,133, respectively.

There were no grants of restricted stock units granted under the 2010 Equity Compensation Program during the threesix months ended March 31,June 30, 2014 and 2013.

Restricted stock units granted usually vest over a three year period at the rate of one-third per year, contingent on continued employment or service during the vesting period.

All of the restricted stock units last granted were fully vested during the first quarter of 2014 and therefore there was no remaining expense to be recognized during the three months ended June 30, 2014. The Company's results of operations for the three months ended March 31,June 30, 2013 include stock-based compensation expense for restricted stock unit grants totaling $1,212 and such amounts have been included in the accompanying Consolidated Statements of Operations within selling, general and administrative expenses.

The Company's results of operations for the six months ended June 30, 2014 and 2013 include stock-based compensation expense for restricted stock unit grants totaling $1,212 and $1,212,$2,424, respectively, and such amounts have been included in the accompanying Consolidated Statements of Operations within selling, general and administrative expenses.

A summary of the Company’s non-vested restricted stock units at March 31,June 30, 2014 is presented below:

NOTE 3- STOCKHOLDERS’ EQUITY

For the threesix months ended March 31,June 30, 2014, the Company issued 5,000 common shares on the vesting of restricted stock awards. In April 2014, the Company issued an additional 298,487298,490 common shares to the Inrad Optics 401k plan as a match to employee contributions for 2013.the 2013 Plan year.

NOTE 4 – RELATED PARTY TRANSACTIONS

On July 29, 2014, the maturity dates of a $1,500,000 Subordinated Convertible Promissory Note to Clarex Limited (“Clarex”) and a $1,000,000 Subordinated Convertible Promissory Note to an affiliate of Clarex were each extended to April 1, 2017 from April 1, 2015. The notes bear interest at 6%. Interest accrues yearly and is payable on maturity. Unpaid interest, along with principal, may be converted into securities of the Company as follows: the notes are convertible in the aggregate into 1,500,000 units and 1,000,000 units, respectively, with each unit consisting of one share of common stock and one warrant. Each warrant allows the holder to acquire 0.75 shares of common stock at a price of $1.35 per share. As part of the agreement, the expiration dates of the warrants were extended from April 1, 2018 to April 1, 2020.. The Company is currently paying interest of $37,500 quarterly.

NOTE 45 – OTHER LONG TERM NOTES

On July 26, 2012, the Company entered into a term loan agreement in the amount of $750,000 with Valley National Bank, Wayne, NJ. The loan is payable in equal monthly installments over five years beginning in August 2012 and bears an interest rate of 4.35% annually. The loan is secured with a security interest in new equipment, which the Company placed in service in 2013. In 2012, the Company made a down-payment of $500,000 on the equipment and the balance of the purchase price of $325,000 was paid in 2013 when the equipment was placed in service. The full amount of the asset was included in Machinery and Equipment at December 31, 2013.

The Company also has a note payable to the U.S. Small Business Administration which bears interest at the rate of 4.0% annually and is due in 2032.

Other Long Term Notes consist of the following:

NOTE 56 – RESTRUCTURING COSTS

In November 2013, the Company announced plans to move the operations of its Sarasota, FL metal optics facility to its Northvale, NJ optical production center and corporate headquarters. The consolidation is part of a larger strategic effort to improve the Company's value proposition to its customers as well as improve its financial results. The physical integration of all development and production in one location is intended to enhance operating efficiencies and reduce overhead costs and centralize the Company's optical problem solving skills, allowingskills. This will allow for beneficial cross-pollination of expertise, including leveraging the Florida metal optics facility's single point diamond turning capability over a broader range of optical materials.

The decision also reflects the continued uncertainty in U.S. defense funding. Much of the Company's metal optics business serves U.S. government installations and defense prime contractors. The company experienced a falloff in bookings from these customer groups in 2013 and through the first quartersix months ended March 31,June 30, 2014.

TheAs of March 31, 2014, the Company expectscompleted the transfer of the Sarasota operations to incurthe Northvale facility and closed the Florida facility as scheduled. Through June 30, 2014, the Company incurred one-time cash charges of approximately $750,000,$746,000, primarily associated with employee termination and relocation, moving of equipment, preparation of the Northvale facility and other general costs associated with consolidation. Of the total, $313,000 of restructuring costs were expensed in the fourth quarter of 2013. In addition, approximately $62,000 and $121,000 have been expensed in the three and six months ended June 30, 2014, respectively. Also included in the total are capital expenditures for leasehold improvements associated with this project. In the three and six months ended June 30, 2014, these were approximately $171,000 and $312,000, respectively and have been included in Plant and Equipment in the Company’s Condensed Consolidated Balance Sheets at June 30, 2014.  Depreciation of these and associated capital expenditures will begin in the third quarter of 2014. Accrued restructuring costs related to severance and other costs in the amount of $47,000 are expected to be paid through the end of 2014 and are included in Accounts Payable and Accrued Liabilities in the Company’s Condensed Consolidated Balance Sheets at June 30, 2014.

Overall annual reductions in operational costs are expected to be in the range of $800,000 to $1,000,000 per year starting in the second quarter of 2014. As of March 31, 2014, the Company has completed the transfer of the Sarasota operations to the Northvale facility and closed the Florida facility as scheduled and the balance of all restructuring payments are expected to be made by the end of 2014.

The following table summarizes restructuring information by type of cost:

Total restructuring costs expected to be incurred includes approximately $295,000 of leasehold improvements and other capital expenditures related to the preparation of the Northvale facility for the metal optics operation. During the three months ended March 31, 2014 the Company spent approximately $141,000 on leasehold improvements associated with this project which have been included in Plant and Equipment in the Company’s Condensed Consolidated Balance Sheets at March 31, 2014.  Depreciation of these and associated capital expenditures will begin when work on them is complete which is expected in the second quarter of 2014.

Accrued restructuring costs are included in Accounts Payable and Accrued Liabilities in the Company’s Condensed Consolidated Balance Sheets at March 31, 2014. 

NOTE 67 – WORKFORCE REDUCTION

In the first quarter of 2013, the Company instituted a plan to reduce its combined headcount by approximately 11%, in order to reduce costs and align its workforce with current business requirements while ensuring the Company would continue to meet its customers’ needs. The reductions affected both the Company’s Northvale, NJ and the Sarasota, FL operations. Annualized savings from the reductions are expected to be approximately $700,000. Severance and other separation costs of $112,000 and $29,000 were expensed in the first quarterand second quarters of 2013and2013, respectively, and offset payroll savings of approximately $45,000.$45,000 and $175,000, respectively.

Caution Regarding Forward Looking Statements

This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The Company wishes to insure that any forward-looking statements are accompanied by meaningful cautionary statements in order to comply with the terms of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. The events described in the forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of the Company’s plans or strategies, projected or anticipated benefits of acquisitions made by the Company, projections involving anticipated revenues, earnings, or other aspects of the Company’s operating results. The words “may”, “will”, “expect”, “believe”, “anticipate”, “project”, “plan”, “intend”, “estimate”, and “continue”, and their opposites and similar expressions are intended to identify forward-looking statements. The Company cautions you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks, and other influences, many of which are beyond the Company’s control, that may influence the accuracy of the statements and the projections upon which the statements are based. Factors which may affect the Company’s results include, but are not limited to, the risks and uncertainties discussed in Items 1A, 7 and 7A of the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on March 31, 2014. Any one or more of these uncertainties, risks, and other influences could materially affect the Company’s results of operations and whether forward-looking statements made by the Company ultimately prove to be accurate. Readers are further cautioned that the Company’s financial results can vary from quarter to quarter, and the financial results for any period may not necessarily be indicative of future results. The foregoing is not intended to be an exhaustive list of all factors that could cause actual results to differ materially from those expressed in forward-looking statements made by the Company. The Company’s actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether from new information, future events, or otherwise.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 1 of the accompanying consolidated financial statements and further discussed in our annual financial statements included in our annual report on Form 10-K for the year ended December 31, 2013. In preparing our condensed consolidated financial statements, we made judgmentsestimates and estimatesjudgments that affect the results of our operations and the value of assets and liabilities we report. These include estimates used in evaluating goodwill and intangibles for impairment such as market multiples used in determining the fair value of reporting units, discount rates applicable in determining net present values of future cash flows, projections of future sales, earnings and cash flow and capital expenditures. It also includes estimates about the amount and timing of future taxable income in determining the Company’s valuation allowance for deferred income tax assets. Our actual results may differ from these estimates under different assumptions or conditions.

For additional information regarding our critical accounting policies and estimates, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report filed with the Securities and Exchange Commission on Form 10-K for the year ended December 31, 2013.

Results of Operations

Inrad Optics, Inc.’s business falls into two main categories: Optical Components and Laser System Devices/Instrumentation.

The Optical Components segment of the businesscategory is focused on custom optics manufacturing. The Company specializes in high-end precision components. It develops, manufactures and delivers precision custom optics and thin film optical coating services through its Custom Optics and Metal Optics operations. Glass, metal, and crystal substrates are processed using modern manufacturing equipment, complex processes and techniques to manufacture components, deposit optical thin films, and assemble sub-components used in advanced photonic systems. The majority of custom optical components and optical coating services supplied are used in inspection, process control systems, defense and aerospace electro-optical systems, laser system applications, industrial scanners, and medical system applications.

The Laser System Devices/Instrumentation category includes the growth and fabrication of crystalline materials with electro-optic (EO) and non-linear optical properties for use in both standard and custom products. This category also includes the manufactured crystal based devices and associated instrumentation. The majority of crystals, crystal components and laser devices manufactured are used in laser systems, defense EO systems, medical lasers and R&D applications by engineers within corporations, universities and national laboratories.

The Company operates a manufacturing facility in Northvale, New Jersey. As of March 31, 2014 the Company’s Florida facility has been closed and all manufacturing operations have been fully relocated to the New Jersey facility.

Revenue

Sales for the three months ended March 31,June 30, 2014 were $1,904,000,$2,228,000, a decrease of 38.1% compared with $3,077,00017.3%, from $2,695,000 for the three months ended March 31, 2013June 30,2013. For the six months ended June 30, 2014, sales were $4,132,000, a decrease of 28.4%, compared to $5,771,000 for the six months ended June 30, 2013. This was primarily due to decreases in shipments to customers in the defense and the university and national lab markets. This was partially offset by an increase in shipments to customers in the laser systems and process control & metrology markets. The decline in sales to the defense market was mainly due to the decline in onetwo large customer,customers which were partially offset by an increase in another large customer, while thecustomer. The decrease in the university and national lab market was spread across a number of the Company’s existing customers. An increase in shipments to customers in that market.the laser systems and process control & metrology markets partially offset the overall decline in sales.

Sales of Optical Components decreased by 35%18% while sales of Laser Devices/Instrumentation products decreased by 44.3%48.9% for the threesix months ended March 31,June 30, 2014 compared with the three months ended March 31, 2013.prior year.

In the first quarter ofsix months ended June 30, 2014, the Company did not have sales to anyhad one major customer representing more than 10% of total sales. In the total sales versussix months ended June 30, 2013, no one customer that represented more than 10% of salesfor that period in 2013.There were no sales to this customer in the three months ended March 31, 2014.total sales.

The Company’s top five customers represented 47.1%46.7% of total sales in the threesix month period ended March 31,June 30, 2014, compared to 41.4%35.3% in the same period in 2013. Although the percentage of sales for the top five customers represented a higher percentage than the corresponding period last year, the overall sales for this group decreased by 29.6%4.7%. In addition, of the company’s top five customers in the first quarter ended March 31, 2013, onlyOnly two of the samethese customers were included in the top five in the corresponding period last year.

The CompanyOrders booked new orders during the first threesix months of 2014 of $2.4increased to $5.4 million an increase from $2.1compared to $4.8 million in the first three months of 2013.comparable period last year.

Order backlog was $4.9increased to $5.6 million at March 31,June 30, 2014, compared to $4.4 million at December 31, 2013 and $4.9 million at March 31,June 30, 2013.

Cost of Goods Sold

For the three months ended March 31,June 30, 2014, cost of goods sold was $2,040,000,$2,369,000, including restructuring costs, compared to $2,378,000$2,387,000 in the same quarter in 2013 or a decrease of $338,000$18,000. For the six months ended June 30, 2014, cost of goods sold decreased by $355,000 or 14.2%.7.5% to $4,409,000, including restructuring costs, compared to $4,765,000 in the same period in 2013. As a percentage of sales, cost of goods sold increased in the three and six months ended March 31, 2013June 30, 2014 compared to the same quarterrespective periods in 2013. The decrease in cost of goods sold is mainly the result of the decrease in sales noted above although at a lower level than the sales decrease due to the relatively fixed nature of the Company’s manufacturing overhead costs.

Manufacturing wages and salaries including related fringe benefits, decreased by 12.3%4.8% and 8.7%, respectively, during the quarterthree and six months ended March 31,June 30, 2014 compared to the three months ended March 31, 2014.same period last year. The decrease in 2014 included the impact of reductions made in the first quarterand second quarters of 2013 related to the workforce reduction discussed in Note 67 to the Condensed Consolidated Financial Statements.

Cost of goods sold in the first quarter ofthree and six months ended June 30, 2014 included $59,000include $62,000 and $131,000, respectively, of restructuring costs related to the relocation of the Florida operations as discussed in Note 56 to the Condensed Consolidated Financial Statements. Cost of goods sold infor the first quarter ofsix months ended June 30, 2013 includeincludes severance costs net of $66,000 offset by associated payroll savings that amounted to approximately $38,000of $106,000 and $134,000, respectively, for the three and six months ended June 30, 2013.

Material costs for the three and six months ended June 30, 2014 decreased to 18.8%17.8% and 18.3% of sales, during the quarter ended March 31, 2014respectively, compared with 19.6%18.3% and 19.7% in the same period in 2013.

Gross margin decreased for the three and six months ended March 31,June 30, 2014 as a result of the factors discussed above. Gross margin in the firstsecond quarter of 2014 was ($136,000)141,000), including restructuring costs, or (7.1%(6.3%) versus $699,000$308,000 or 22.7%11.4% in the same period in 2013. For the six months ended June 30, 2014, gross margin was ($277,000), including restructuring costs, or (6.7%) versus $1,007,000 or 17.4% in the same period in 2013.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (“SG&A” expenses) in the three and six months ended March 31,June 30, 2014 decreasedamounted to $759,000$845,000 or 37.9% of sales and $1,604,000 or 38.8% of sales, respectively. This compared to $854,000 in$910,000 or 33.8% of sales and $1,763,000 or 30.6% of sales, respectively, for the same periodperiods in 2013. For the three and six months ended June 30, 2013, principally dueSG&A expenses included approximately $29,000 and $75,000 in severance costs related to a decrease in salaries and wages resulting from the workforce reduction in the first quarter on 2013 as discussed in Note 67 to the Condensed Consolidated Financial Statements. SG& A expenses in the first quarter of 2013 include approximately $29,000 of accrued severance costs net ofAssociated payroll savings from the Company’sworkforce reduction of work force inwas $69,000 and $85,000 for the first quarter. The Company has continued to closely manage discretionary spending while making strategic investments where appropriate.three and six months ended June 30, 2013.

Loss from Operations

The Company had an operating loss of $895,000 and $155,000 for$986,000 in the three months ended March 31,June 30, 2014 and 2013, respectively.compared with an operating loss of $602,000 in the three months ended June 30, 2013. For the six months ended June 30, 2014, the Company had an operating loss of $1,881,000 compared with an operating loss of $757,000 in the same period last year. The operating losslosses in 2014 and 2013 primarily reflectsreflect the impact of the level of sales on the Company’s relatively fixed cost structure in those periods. The operating losslosses for the three and six months ended March 31,June 30, 2014 included $59,000include $62,000 and $121,000, respectively, of restructuring costs related to the relocation of the Florida operations as noted above. The operating losslosses for the three and six months ended March 31,June 30, 2013 includedinclude payroll savings net of the impact of severance costs net of payroll savings, from the reduction in workforce of approximately $67,000.($146,000) and ($79,000), respectively.

Other Income and Expense

Interest expense for the three months ended March 31,June 30, 2014 was $47,000$46,000 compared to $48,000 forin the same period in 2013. Interest income was $2,000 duringexpense for the threesix months ended March 31,June 30, 2014 andwas $93,000 compared to $96,000 in the same period in 2013.

In the first quarter of 2014 and 2013, the Company sold surplus machinery and recorded a gain of $65,000 and $31,000, respectively.

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statements carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

For the three and six months ended March 31,June 30, 2014 and 2013, the Company did not record a current provision for either state or federal income tax due to the losses incurred for both income tax and financial reporting purposes or the availability of net operating loss carry-forwards to offset against federal and state income tax.

In evaluating the Company’s ability to realizerecover deferred tax assets in future periods, management considers the available positive and negative factors, including the Company’s recent operating results, the existence of cumulative losses and near term forecasts of future taxable income consistent with the plans and estimates that management uses to manage the underlying business. A significant piece of objective negative evidence evaluated was the cumulative loss incurred by the Company over the three-year period ended December 31, 2013 as well as the threesix months ended March 31,June 30, 2014. Such objective evidence limits the ability to consider other subjective evidence such as our projections for future growth.

On the basis of this evaluation, as of March 31,June 30, 2014, the Company’s management concluded that it is more likely than not that the Company will not be able to realize any portion of the benefit on the net deferred tax balance of $3,812,000 and therefore$4,287,000. As a result, the Company continues to maintainmaintains a valuation allowance for the full amount of the net deferred tax balance.

When sufficient positive evidence exists, the Company’s income tax expense will be charged with the increase or decrease in its valuation allowance. An increase or reversal of the Company’s valuation allowance could have a significant negative or positive impact on the Company’s future earnings.

Net Loss

For the three and six months ended March 31,June 30, 2014, the Company had a net loss of $875,000$1,031,000 and $1,906,000, respectively, compared to a net loss of $169,000$648,000 and $817,000, respectively, for the same periodperiods in 2013.

Liquidity and Capital Resources

The Company’s primary source of liquidity is cash and cash equivalents and on-going collection of our accounts receivable. The Company’s major use of cash in the past tworecent years has been for capital expendituresthe payment of accrued and current interest on convertible debt, the servicing of long term debt and for the repayment and servicing of outstanding debt.capital expenditures.

As of March 31,June 30, 2014 and December 31, 2013, the Company had cash and cash equivalents of $1,996,000$960,000 and $2,451,000, respectively.

On July 26, 2012, the Company entered into a term loan agreement with Valley National Bank, Wayne, NJ, in the amount of $750,000. The loan is secured with a security interest in new equipment acquired by the Company in the amount of $825,000 which enhances the Company’s thin film coating capabilities. The loan is repayable in equal monthly installments over five years beginning in August 2012 and bears an interest rate of 4.35% annually. During 2012, the Company made a down-payment of $500,000 on the equipment which was included with Other Assets in the consolidated balance sheet at March 31, 2013. The balance of the purchase price of $325,000 was paid in 2013 when the equipment was placed in service in 2013 and the full amount of the asset was included in Machinery and Equipment at December 31, 2013.

We believe that existing cash resources held by the Company and anticipated to be generated from future operating activities are sufficient to meet working capital requirements, anticipated capital expenditures, debt servicing payments and other contractual obligations over the next twelve months.

On July 31, 2012,29, 2014, the maturity dates of a $1,500,000 Subordinated Convertible Promissory Note to Clarex Limited (“Clarex”) and a $1,000,000 Subordinated Convertible Promissory Note to an affiliate of Clarex were each extended to April 1, 20152017 from April 1, 2013.2015. The notes bear interest at 6%. Interest accrues yearly and is payable on maturity. Unpaid interest, along with principal, may be converted into securities of the Company as follows: the notes are convertible in the aggregate into 1,500,000 units and 1,000,000 units, respectively, with each unit consisting of one share of common stock and one warrant. Each warrant allows the holder to acquire 0.75 shares of common stock at a price of $1.35 per share and expire onshare. As part of the agreement, the expiration dates of the warrants were extended from April 1, 2018.2018 to April 1, 2020. The Company paid currentis currently paying interest of $37,500 in the three months ended March 31, 2014 and 2013. The Company expects to make interest payments of $37,500 in the remaining quarters of 2014 and in each quarter through the maturity date of the notes to satisfy the amounts of interest accruing in each quarter.quarterly.

The following table summarizes net cash provided by (used in) operating, investing and financing activities for the threesix months ended March 31,June 30, 2014 and 2013:

Net cash used in operating activities was $322,000$1,121,000 for the threesix months ended March 31,June 30, 2014 compared to net cash used of $204,000$134,000 in the same period last year. The increase in net cash used in operating activities in the first threesix months of 2014 compared to 2013 resulted primarily from the higher net loss, before non-cash deductions for depreciation and amortization and stock based compensation, generated in the current period offset by working capital improvements.

Accounts receivables decreased by $386,000$116,000 at March 31,June 30, 2014 compared to an increasea decrease of $424,000$186,000 the same period last year. The decrease was mainly a result of the timing of the collection of balances and the effect of lower sales volumes in the first threesix months of the 2014 compared to the prior year.

Inventory balances increaseddecreased by $53,000$212,000 at March 31,June 30, 2014 compared to a decrease of $3,000$200,000 for the threesix months ended March 31,June 30, 2013 in response to an increase in orders in 2014 comparedprimarily attributable to the comparable quarter last year.reduction in orders.

Accounts payable and accrued liabilities increaseddecreased by $29,000$48,000 in the threesix months ended March 31,June 30, 2014 compared to an increasea decrease of $219,000$26,000 in 2013 principally due to the timing of payments aswhile the Company strives to optimize its use of cash.

Non-cash items consist of depreciation and amortization and stock based compensation expense for the three months ended March 31, 2014 and 2013.

Net cash used in investing activities was $94,000$293,000 during the threesix months ended March 31,June 30, 2014 compared to $252,000$416,000 last year. Capital expenditures for the threesix months ended March 31,June 30, 2014 and 2013 were $172,000$363,000 and $40,000,$447,000, respectively. The expenditures in 2014 were primarily incurred to refurbish the Northvale operating facility for the relocation of the metal optics operation from the former Florida location. The expenditures in 2013 were primarily incurred to refurbish operating facilities in New Jersey and Florida and to purchase manufacturing equipment. In the first quartersix months of 2013, the Company made an installment paymentpaid the balance of $243,000 towardsthe purchase price of $325,000 of the new equipment being acquired bywhen the Company whichequipment was placed in service and the full amount of the asset was included in Other AssetsMachinery and Equipment at MarchDecember 31, 2013. TheIn the six months ended June 30, 2014 the Company alsopaid $9,000 for precious metal tools used in the crystal growth process. Offsetting these expenditures, the Company sold surplus machinery during the threesix months ended March 31,June 30, 2014 and 2013 and received net proceeds of $78,380 and $31,000, respectively.

Net cash used in financing activities was $39,000$78,000 and $37,000$74,000 during the threesix months ended March 31,June 30, 2014 and 2013, respectively, for required principal payments made on other long term notes.

Overall, the Company had a net decrease in cash and cash equivalents of $455,000$1,492,000 and $493,000$624,000 in the threesix months ended March 31,June 30, 2014 and 2013, respectively.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a smaller reporting company and not required to provide the information required under this item.

ITEM 4.CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of March 31,2014June 30, 2014 (the “Evaluation Date”), have concluded that as of the Evaluation Date, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports we file or submit under the Exchange Act (1) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and (2) is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.

None.

Not applicable

None.

None.

Not applicable

None

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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.

Date: May 15,August 14, 2014