UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

----------------------

FORM 10-Q

~~----------------------~~|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

~~☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE~~ SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2015~~2016

☐ |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE ~~SECURITIES EXCHANGE ACT OF 1934~~

SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-52725

SMARTCHASE CORP.

(Exact name of registrant as specified in its charter)

Nevada	20-4765268
(State of incorporation)	(I.R.S. Employer ID No.)
343 Preston Street, 11th Floor, Ottawa, ON, K1S 1N4
(514) 290-8863
(Issuer's Telephone Number)

~~Suite~~Indicate ~~201~~by –check 55mark ~~York~~whether ~~Street,~~the ~~Toronto,~~registrant ~~Ontario,~~(1) ~~Canada,~~has ~~M5J~~filed ~~1R7~~all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

~~(Address~~Yes of| ~~Principal~~X ~~Executive~~| No ~~Offices)~~| |

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 (~~416~~§232.405 of this chapter) ~~903-0059~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

(Issuer's Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically 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). Yes ☑ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

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

At ~~November~~May 63, ~~2015~~2016, the Registrant had 33,942,563 common shares and nil preferred shares outstanding.

SMARTCHASE CORP.
Index To Form 10-Q
For the Quarterly Period Ended September 30, 2015
For the Quarterly Period Ended March 31, 2016
PART I	FINANCIAL INFORMATION	Page
		Page
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)
	Unaudited Condensed Balance Sheets as of September 30, 2015 and December 31, 2014	3
	Unaudited Condensed Balance Sheets as of March 31, 2016 and December 31, 2015	1
	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2015 and 2014	4
	Unaudited Condensed Statements of Operations for the three months ended March 31, 2016 and 2015	2
	Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2015 and 2014	5
	Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2016 and 2015	3
	Notes to the Unaudited Condensed Financial Statements	64
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operation	108
Item 3	Quantitative and Qualitative Disclosures About Market Risk	1311
Item 4	Controls and Procedures	1311
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	1412
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	1412
Item 3	Defaults Upon Senior Securities	1412
Item 4	Mine Safety Disclosures	1412
Item 5	Other Information	1412
Item 6	Exhibits	1513
Signatures		1614

- 2 -

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

SMARTCHASE CORP.
CONDENSED BALANCE SHEET
(Expressed in US Dollars)
	September 30, 2015				December 31, 2014
		March 31, 2016				December 31, 2015
	~~(Unaudited)~~	(Unaudited)			~~(Audited)~~	(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	~~937~~$	29,006		$	~~744~~$	118,743
TOTAL ASSETS		937				744
Prepaid expenses			8,625				10,500
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
TOTAL ASSETS			37,631				129,243
CURRENT LIABILITIES
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable	$	27,739			$	26,230
CURRENT LIABILITIES
Related party loan		145,779				121,552
Accounts payable		$	6,330			$	5,211
TOTAL LIABILITIES		173,518				147,782
Accounts payable – related party			-				25,728
STOCKHOLDERS' EQUITY (DEFICIT)
Related party loan			-				45,779
Common stock; $0.001 par value; 195,000,000 shares authorized; 33,942,563 shares issued and outstanding as of September 30, 2015 and December 31, 2014		33,943				33,943
			6,330				76,718
Additional paid-in capital		744,171				744,171
Convertible Debentures (net of debt discount)			160,714				142,857
Accumulated deficit		(950,695	)			(925,151	)
Interest Payable			8,750				-
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(172,582	)			(147,038	)
TOTAL LIABILITIES			175,794				219,575
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	937			$	744
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; $0.001 par value; 195,000,000 shares authorized; 33,942,563 shares issued and outstanding as of March 31, 2016 and December 31, 2015			33,943				33,943
Additional paid-in capital			851,313				851,313
Accumulated deficit			(1,023,419	)			(975,588	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)			(138,163	)			(90,332	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	37,631			$	129,243

The accompanying notes are an integral part of these condensed financial statements.

F-1

- 3 -

SMARTCHASE CORP.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(Expressed in US Dollars)


	Three Months Ended			Three Months Ended
	March 31, 2016			March 31, 2015

OPERATING EXPENSES
General and administrative		11,940			5,567
Transfer Agent and filing fees		4,634			1,910
Professional fees		4,650			3,500
Total Operating Expenses		21,224			10,977

LOSS FROM OPERATIONS		(21,224	)		(10,977	)

OTHER EXPENSES:
Financing expense		(26,607	)		-
Foreign currency transaction gain (loss)		-			1,911
		(26,607	)		1,911

NET (LOSS) GAIN		(47,831	)		(9,067	)

NET (LOSS) PER SHARE - BASIC AND DILUTED	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE COMMON EQUIVALENT
SHARES OUTSTANDING - BASIC AND DILUTED		33,942,563			21,442,563

SMARTCHASE CORP.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(Expressed in US Dollars)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
OPERATING EXPENSES
General and administrative		6,704			4,599			16,833			15,099
Transfer Agent and filing fees		1,245			2,045			5,088			19,205
Professional fees		1,500			5,900			6,750			7,400
Total Operating Expenses		9,449			12,544			28,670			41,704
LOSS FROM OPERATIONS		(9,449	)		(12,544	)		(28,670	)		(41,704	)
OTHER EXPENSES:
Foreign currency transaction gain (loss)		1,895			301			3,126			638
NET (LOSS) GAIN		(7,554	)		(12,243	)		(25,544	)		(41,066	)
NET (LOSS) PER SHARE - BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE COMMON EQUIVALENT SHARES OUTSTANDING - BASIC AND DILUTED		33,942,563			21,877,122			33,942,563			22,741,464

The accompanying notes are an integral part of these condensed financial statements.

F-2

- 4 -

SMARTCHASE CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
(Expressed in US Dollars)



	Three Months Ended			Three Months Ended
	March 31,			March 31,
	2016			2015
CASH FLOW FROM OPERATING ACTIVITIES:
Net (loss) gain	$	(47,831	)	$	(9,067	)
Adjustments to reconcile net loss to net cash used
In operating activities:
Depreciation and amortization		-			-
Stock-based compensation		-			-
Amortization of debt discount		17,857			-

Changes in operating assets and liabilities:
(Increase) decrease in prepaid		1,875			-
Increase (decrease) in interest payable		8,750			-
Increase (decrease) in accounts payable and accrued expenses		(24,609	)		1,925
Net cash used in operating activities		(43,958	)		(7,142	)

CASH FLOW FROM FINANCING ACTIVITIES:
Advances from (repayment to) related party		(45,779	)		9,841
Net cash provided by financing activities		(45,779	)		9,841

NET INCREASE (DECREASE) IN CASH		(89,737	)		2,699

CASH AND CASH EQUIVALENTS, Beginning of period		118,743			744

CASH AND CASH EQUIVALENTS, End of period	$	29,006		$	3,443

SMARTCHASE CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
(Expressed in US Dollars)
	Nine Months Ended			Nine Months Ended
	September 30,			September 30,
	2015			2014
CASH FLOW FROM OPERATING ACTIVITIES:
Net (loss) gain	$	(25,544	)	$	(41,066	)
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable and accrued expenses		1,509			26,423
Net cash used in operating activities		(24,035	)		(14,643	)
CASH FLOW FROM FINANCING ACTIVITIES:
Advances from related party		24,228			-
Net cash provided by financing activities		24,228			-
NET INCREASE (DECREASE) IN CASH		193			(14,643	)
CASH AND CASH EQUIVALENTS, Beginning of period		744			18,572
CASH AND CASH EQUIVALENTS, End of period	$	937		$	3,929

The accompanying notes are an integral part of these condensed financial statements.

F-3

- 5 -

SMARTCHASE CORP.

Notes to the Condensed Financial Statements

~~September~~March 3031, ~~2015~~2016

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at ~~September~~March 3031, ~~2015~~2016 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, ~~2014~~2015 audited financial statements. The results of operations for the period ended ~~September~~March 3031, ~~2015~~2016 are not necessarily indicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of ~~September~~March 3031, ~~2015~~2016, the Company has accumulated operating losses of approximately $~~950~~1,~~695~~023,419. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.

Basis of Accounting

The basis is United States generally accepted accounting principles.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-4

- 6 -

SMARTCHASE CORP.

Notes to the Condensed Financial Statements

~~September~~March 3031, ~~2015~~2016

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

The Company recognizes revenue on an accrual basis. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured.

Income taxes

The Company accounts for its income taxes in accordance with FASB ASC Topic 740-10, "Income Taxes", which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Net Loss Per Common Share

FASB ASC Topic 260-10, "Earnings per Share", requires presentation of "basic" and "diluted" earnings per share on the face of the statements of operations for all entities with complex capital structures. Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti- dilutive effect on diluted earnings per share are excluded from the calculation.

Stock-Based Compensation

The Company has adopted FASB ASC Topic 718-10, "Compensation- Stock Compensation" ("ASC 718-10") which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees and directors. Under the fair value recognition provisions of ASC 718-10, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period.

Determining the fair value of stock-based awards at the grant date requires considerable judgment, including estimating the expected future volatility of our stock price, estimating the expected length of term of granted options and selecting the appropriate risk-free rate. There is no established trading market for our stock.

Financial instruments

The fair value of the Company's financial assets and financial liabilities approximate their carrying values due to the immediate or short-term maturity of these financial instruments.

F-5

- 7 -

SMARTCHASE CORP.

Notes to the Condensed Financial Statements

~~September~~March 3031, ~~2015~~2016

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. Management does not believe the Company is exposed to significant credit risk. Management, as well, does not believe the Company is exposed to significant interest rate and foreign currency fluctuation risks during the period presented in these financial statements. As at ~~September~~March 3031, ~~2015~~2016 and December 31, ~~2014~~2015, the Company has cash equivalents in the amount of $ nil and $ nil that are over the federally insured limit.

Foreign Currency Translation

The Company's functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted FASB ASC topic 830 "Foreign Currency Matters". Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

NOTE 4 – RELATED PARTY TRANSACTIONS

As of ~~September~~March 3031, ~~2015~~2016, ~~the~~nil ~~President~~is ofowed ~~the~~to ~~Company~~related isparties ~~owed~~(December 31, 2015 - $~~145~~71,507). During the quarter, $45,779 was repaid to the Company's President for loans and payments made directly to vendors on behalf of the Company ~~(December~~and 31$25,728 ~~2014~~was –paid ~~$121,552). The~~to ~~amount~~a ~~due~~company iscontrolled ~~unsecured,~~by ~~non-interest~~the ~~bearing~~Company's ~~and~~Chief ~~due~~Executive onOfficer ~~demand~~for professional services rendered.

NOTE 5 – STOCKHOLDER'S EQUITY

As of ~~September~~March 3031, ~~2015~~2016 there were 33,942,563 shares of common stock issued and outstanding and nil shares of preferred stock issued and outstanding.

During the year ended December 31, 2014, an aggregate of 62,500 preferred shares of stock were converted into 12,500,000 shares of common stock at a conversion rate of 200 to 1.

F-6

- 8 -

SMARTCHASE CORP.

Notes to the Condensed Financial Statements

~~September~~March 3031, ~~2015~~2016

NOTE 6 – RECENT ACCOUNTING PRONOUNCEMENTS

During the year ended December 31, ~~2014~~2015, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.

NOTE 7 ~~–SUBSEQUENT~~- ~~EVENTS~~CONVERTIBLE NOTE PAYABLE

On December 31, 2015, the Company sold convertible debentures at a price of $1,000 per convertible debenture to a related party for an aggregate of $250,000 (the "Convertible Debenture"). The debentures have a term of eighteen (18) months from December 31, 2015 (the "Maturity Date"), bear interest at a rate of 14% per annum, payable on the Maturity Date, shall be converted into common shares of the Corporation ("Debenture Shares") at the following conversion prices: $0.07 per share within six (6) months of issuance, $0.10 per share between six (6) to twelve (12) months, and $0.15 per share between twelve (12) to eighteen (18) months. During the fiscal year ended December 31, 2015, the Company accounted for the beneficial conversion feature of the Convertible Debenture in the amount of $107,143, which was recorded as a discount and amortized over the life of the Convertible Debenture.

NOTE 8 – RECLASSIFICATION OF PRIOR YEAR PRESENTATION

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. At the conclusion of the first quarter interim review of fiscal 2015, the Company concluded that it was appropriate to reclassify certain accounting and administrative fees to general & administrative fees. Previously, such fees had been classified as professional fees. Accordingly, the Company has revised the classification to the Statements of Operations. This change in classification does not materially affect previously reported cash flows from operations in the Statements of Cash Flows for any period.

NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements are issued and believes there are no events to disclose.

F-7

-ITEM 92. -MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common shares" refer to the common shares in our capital stock.

In this Form 10-Q references to "SmartChase", "the Company", "we", "us" and "our" refer to SmartChase Corp.

Limited Operating History

There is limited historical financial information about our company upon which to base an evaluation of our future performance. We are a development stage corporation and have generated limited revenues from operations. We cannot guarantee that we will be successful in our business operations. We are subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible delays in the exploitation of business opportunities. We may fail to adopt a business model and strategize effectively or fail to revise our business model and strategy should industry conditions and competition change.

We have limited resources and there is no assurance that future financing will be available to us on acceptable terms. Additional equity financing could result in dilution to existing shareholders.

Overview of Operations

We were incorporated in the State of Nevada on April 24, 2006, as Political Calls, Inc. We maintain our statutory registered agent's office at 701 S. Carson St., Ste. 200, Carson City, NV 89701 and our principal executive offices are located at ~~Suite~~343 ~~201~~Preston ~~– 55 York~~ Street, ~~Toronto~~11th Floor, ~~Ontario~~Ottawa, ~~Canada~~ON, ~~M5J~~K1S ~~1R7~~1N4. Our telephone number is (~~416~~514) ~~903~~290-~~0059~~8863.

The original business plan of the Company consisted of marketing telephone broadcasting messages for political campaigns. InOn November 23, 2008, the Board of Directors and the majority vote of the Company's shareholders voted and approved a name change of the Company from Political Calls, Inc. to Northern Empire Energy Corp., to ~~reflect~~signify the Company's ~~new~~ business direction in oil and gas exploration.

~~- 10 -~~8

In December 2009 we entered into a "Formal Option to Purchase and Sale Agreement of Petroleum and Natural Gas Rights" with an Alberta Corporation and purchased certain petroleum and natural gas rights within the Province of Alberta for a total purchase price of $471,524 ($500,000.00 Canadian Dollars). The Company was unable to secure additional financing to conduct exploration and drill wells on its oil and gas properties and consequently, during the year ended December 31, 2010, became a shell corporation whose sole purpose ~~was~~at this time is to locate and consummate a merger and/or acquisition with an operating entity.

On December 3, 2014, we amended our Articles of Incorporation to change our name from "Northern Empire Energy Corp." to "SmartChase Corp." (the "Name Change") to better reflect the Company's new business direction pursuing business opportunities in the digital media sector, with an initial focus on the development and utilization of mobile apps. ~~The~~We ~~amendment~~were tounsuccessful ~~the~~in ~~Company's~~our ~~Articles~~efforts ofto ~~Incorporation~~locate ~~took~~suitable ~~effect~~business onopportunities ~~December~~in 3,the ~~2014~~digital ~~upon~~media ~~receipt~~sector, ofand ~~approval~~as ~~from~~a ~~the~~result ~~Financial~~we ~~Industry~~have ~~Regulatory~~been ~~Authority~~seeking ~~("FINRA").~~other Inviable ~~connection~~business ~~with~~opportunities ~~the~~for ~~name change FINRA assigned~~ the Company ~~a new stock symbol; "SCHS"~~.

We have no employees and own no property. We do not intend to perform any further operations until a merger or acquisition candidate is located and a merger or acquisition consummated. We are a "shell company" whose sole purpose at this time is to locate and consummate a merger and/or acquisition with an operating entity.

Plan of Operation

Currently, we are a ~~growth~~development stage corporation. A ~~growth~~development stage corporation is one engaged in the search of business opportunities, successful negotiation and closing of a business acquisition and furthering its business plan.

Our plan of operation for the next twelve months will be to: ~~(i)~~pursue ~~consider~~business ~~guidelines~~opportunities ofin ~~industries~~the inInformation ~~which~~Technology wesector. Our ~~may~~business ~~have~~plan anis ~~interest;~~focused ~~(ii)~~on ~~adopt~~providing acustomized ~~business~~technology ~~plan~~platforms ~~regarding~~to ~~engaging~~small businesses in ~~business~~a inway ~~any~~that ~~selected~~is ~~industry;~~tailored to their needs. By combining easy-to-use on-site devices and ~~(iii)~~the power of the cloud we intend to ~~commence~~bring ~~such~~the ~~operations~~latest ~~through~~technology ~~funding~~directly ~~and/or~~into to the ~~acquisition~~place of anbusiness ~~operating~~allowing ~~entity~~for ~~engaged~~small inbusinesses ~~any~~to ~~industry~~communicate, ~~selected~~manage data, and improve efficiency.

In the event we are unable to execute our business plan, we will then (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) commence such operations through funding and/or the acquisition of an operating entity engaged in any industry selected.

Results of Operations

We did not generate any revenues during the ~~nine~~three month periods ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015.

During the ~~nine~~three month periods ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, much of the Company's resources were directed at maintaining the Company in good standing and identifying new business opportunities. We currently have no definitive agreements or understanding with any prospective business combination candidates.

For the three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015

We had a net loss of $(747,~~554~~831) during the three months ended ~~September~~March 3031, ~~2015~~2016 compared to a net loss of $(129,~~243~~067) during the same period ended ~~September~~March 3031, ~~2014~~2015. The change is explained below.

Operating expenses for the three months ended ~~September~~March 3031, ~~2015~~2016 totaled $9 21,~~449~~224 (~~2014~~2015- $1210,~~544~~977) consisting of $6 11,~~704~~940 in general and administrative expenses (~~2014~~2015 - $45,~~599~~567), $14,~~245~~634 in transfer agent and filing fees (~~2014~~2015 - $21,~~045~~910) and professional fees ~~(audit and legal)~~ of $14,~~500~~650 (~~2014~~2015 - $53,~~900~~500). Operating expenses were greater during the three months ended ~~September~~March 3031, ~~2014~~2016 primarily as a result of ~~EDGAR~~as ~~filing~~additional ~~several~~administrative ofand ~~the~~filing ~~Company's~~fees ~~outstanding~~as ~~public reports with~~ the ~~United~~company ~~States~~initiated ~~Securities~~certain ~~and~~changes ~~Exchange~~in ~~Commission.~~its ~~During~~management ~~the~~and ~~three~~business ~~months~~direction ~~ended~~in ~~September~~anticipation ~~30,~~of ~~2015~~pursuing ~~the~~new ~~Company~~business ~~recorded~~opportunities ~~$1,895~~ in ~~foreign~~the ~~currency~~Information ~~translation~~Technology ~~gain (2014 – $301)~~sector.

~~- 11 -~~9

~~For~~During the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 the Company incurred financing and ~~2014~~interest expenses of $26,608 from the issuance of the $250,000 Convertible Debenture (2015 - nil).

We had a net loss of $(25,544) during the nine months ended September 30, 2015 compared to a net loss of $(41,066) during the same period ended September 30, 2014. The change is explained below.

Aggregate operating expenses for the nine months ended September 30, 2015 were $28,670 (2014- $41,704) comprised of $16,833 in general and administrative expenses (2014 - $15,099), $5,088 in transfer agent and filing fees (2014 - $19,205) and professional fees (audit and legal) of $6,750 (2014 - $7,400). In fiscal 2014 the Company EDGAR filed all of its outstanding public reports with the United States Securities and Exchange Commission, resulting in greater operating expenses recorded during the nine months ended September 30, 2014. Foreign currency translation gains recorded during the nine months ended September 30, 2015 were $3,126 (2014 – $638).

We are subject to risks inherent in the establishment of a new business enterprise. We may fail to adopt a business model and strategize effectively or fail to revise our business model and strategy should industry conditions and competition change. We have limited resources and there is no assurance that future financing will be available to our Company on acceptable terms. These conditions could further impact our business and have an adverse effect on our financial position, results of operations and/or cash flows.

Liquidity and Capital Resources

At ~~September~~March 3031, ~~2015~~2016, we had ~~total~~current assets of $~~937~~37,631 ~~comprised~~and ~~solely~~current ~~of cash. Our~~ liabilities ~~were~~of $~~173~~6,~~518~~330 resulting in a working capital ~~deficit~~ of $~~(172~~ 31,~~581)~~301 compared to $~~744~~129,243 in ~~total~~ current assets and total current liabilities of $~~147~~76,~~782~~718 for the year ended December 31, ~~2014~~2015.

Net cash from (used in) operating activities was $(2443,~~035~~958) and $(147,~~643~~142) for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, respectively. Cash from financing activities was $24(45,~~228~~779) and $~~nil~~9,841 for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, respectively. Cash ~~provided~~from by financing activities during the ~~nine~~three months ended ~~September~~March 3031, 2015 was due to working capital advances from our President during the period. ToDuring ~~date,~~the ~~our~~three ~~President~~months ~~has~~ended ~~advanced~~March a31, ~~total~~2016, of $~~145~~45,779 towas usrepaid ~~for working capital. This advance will need~~ to beour ~~repaid~~President ~~once~~towards ~~funds~~the ~~are~~balance ~~available. There~~of ~~can~~the beworking nocapital ~~assurance~~loan ~~that~~and ~~he will continue to advance funds~~ as ~~required~~at orMarch ~~that~~31, ~~methods~~2016, ofour ~~financing~~President ~~will~~has bebeen ~~available~~repaid orin ~~accessible on reasonable terms~~full.

We generated no revenue during the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016. We do not anticipate generating any revenues for the foreseeable future. Since inception, we have used our common stock to raise money to fund our business operations, for corporate expenses and to repay outstanding indebtedness. We did not receive any cash from the sale of shares during the three month period ended ~~September~~March 3031, ~~2015~~2016.

We do not have enough money to meet our cash requirements for the next twelve months, as we have yet to commence operations, have not generated any revenues and there can be no assurance that we can generate significant revenues from operations. During ~~The~~the ~~Company's~~next ~~management~~twelve ismonths ~~exploring~~we aexpect ~~variety of options~~ to ~~meet~~incur ~~the~~indebtedness ~~Company's~~for ~~cash~~administrative ~~requirements~~ and ~~future~~professional ~~capital~~charges ~~requirements,~~associated ~~including~~with ~~the~~preparing, ~~possibility of equity offerings~~reviewing, ~~debt~~auditing ~~financing~~ and ~~business~~filing ~~combinations.~~our ~~There~~financial ~~can~~statements beand noour ~~assurance~~periodic ~~that~~and ~~the~~other ~~Company~~disclosure ~~will~~documents ~~be able~~ to ~~raise~~maintain ~~additional capital, and if~~ the Company isin ~~unable~~good ~~to raise additional capital, it will unlikely be able to continue as a going concern~~standing.

-The 12Company's -management is exploring a variety of options to meet the Company's cash requirements and future capital requirements, including the possibility of equity offerings, debt financing and business combinations. There can be no assurance that the Company will be able to raise additional capital, and if the Company is unable to raise additional capital, it will unlikely be able to continue as a going concern.

Going Concern

As of the date of this report, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our business operations. The financial statements included in this report have been prepared on the going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business. If we are not to continue as a going concern, we would likely not be able to realize our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

None.

Critical Accounting Policies

There have been no material changes in our existing accounting policies and estimates from the disclosures included in our ~~2014~~2015 Form 10-K, except for the newly adopted accounting policies as disclosed in the interim financial statements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Pursuant to Item 305(e) of Regulation S-K, the Company, as a smaller reporting company, is not required to provide the information required by this item.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Quarterly Report on Form 10-Q, ~~at September 30, 2015~~ an evaluation was carried out by our management, with the participation of our Principal Executive Officer ~~who~~and ~~at that time also served as~~ our Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of March 31, 2016.

Based on that evaluation, our Principal Executive Officer and our Principal Financial Officer ~~has~~have concluded that, as of ~~September~~March 3031, ~~2015~~2016, our disclosure controls and procedures were not effective to detect the inappropriate application of US GAAP rules. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and procedures resulting in material weaknesses.

Such material weaknesses include: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

As of ~~September~~March 3031, ~~2015~~2016 the deficiencies have not been remedied due to our lack of sufficient capital resources. We are working to remedy our deficiencies.

- 13 -

Changes in Internal Control Over Financial Reporting

As of ~~September~~March 3031, ~~2015~~2016, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended ~~September~~March 3031, ~~2015~~2016, that materially affected, or are reasonably likely to materially affect, our company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~None.~~Recent Sales of Unregistered Securities

On December 31, 2015, the Company sold convertible debentures at a price of $1,000 per convertible debenture for an aggregate of $250,000. The debentures have a term of eighteen (18) months from December 31, 2015 (the "Maturity Date"), bear interest at a rate of 14% per annum, payable on the Maturity Date, shall be converted into common shares of the Corporation ("Debenture Shares") at the following conversion prices: $0.07 per share within six (6) months of issuance, $0.10 per share between six (6) to twelve (12) months, and $0.15 per share between twelve (12) to eighteen (18) months. The convertible debentures were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended, in that the transaction took place outside the United States of America with a non-US person.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

~~- 14 -~~12

ITEM 6. EXHIBITS

		Incorporated by reference
Exhibit	Document Description	Form	Date	Number	Filed herewith
3.1	Articles of Incorporation	SB-2	02/21/2007	3.1
3.2	Bylaws	SB-2	02/21/2007	3.2
3.3	Amended Articles of Incorporation	SB-2	02/21/2007	3.3
3.4	Amended Articles of Incorporation	8-K	11/19/2008	3.4
3.5	Amended Articles of Incorporation	8-K	12/03/2014	3.5
10.2	Option Sale Agreement of Petroleum and Natural Gas Rights, dated December 16, 2009	8-K	12/18/2009	10.2
31.1	Certification of Principal ~~Executive~~Financial Officer pursuant to 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended				X
31.2	Certification of Principal ~~Financial~~Executive Officer pursuant to 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended				X
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)				X
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)				X

~~- 15 -~~13

SIGNATURES

Pursuant to the requirements of ~~Section 13 or 15 (d) of~~ the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, hereunto duly authorized on this 29 ~~6th~~ day of ~~November~~April ~~2015~~2016.

SMARTCHASE CORP. Registrant BY: /s/ THOMAS JONES Thomas Jones, ~~Interim~~ Principal Executive Officer and Director BY: /s/ RANIERO CORSINI Raniero Corsini, Principal Financial Officer, Treasurer, Secretary and Director

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Filing Compare · SMARTCHASE CORP.