UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014.

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015.

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO________________.

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO________________.

Zonzia Media, Inc.

(Name of small business issuer in its charter)

Formerly:

HDIMAX Media, Inc.

Formerly:

Indigo-Energy, Inc.

NEVADA		84-0871427
(State of or other jurisdiction of incorporation or organization)		(IRS Employer I.D. No.)

742580 N.Anthem ~~Pecos~~Village ~~Road~~Drive, Suite DB-7

Henderson, Nevada ~~89074~~89052

(Address of Principal Executive Office)

(702) ~~463~~707-~~8528~~3974

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Exchange Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes þ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes þ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed under 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. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 if Regulation S-T (§229.405 of this chapter) during the preceding ~~preceeding~~ 12 months (or such shorter period that the registrant was required to submit and post such files) þ þ Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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 “large accelerated filer,” “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting Company þ

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Act). ¨ Yes þ No

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, ~~2014~~2015, based on the closing price of the Over-The-Counter Pink Sheets of $0.~~3916~~15 per share was approximately $934,~~313~~146,~~405~~146.

Number of shares outstanding of the registrant’s common stock, $0.001 par value, outstanding on April 158, ~~2015~~2016: ~~207~~249,~~847~~169,~~162~~122.

~~INDIGO-ENERGY~~ZONZIA MEDIA, INC.

INDEX

		~~Page~~	Page
PART I
ITEM 1.	~~DESCRIPTION OF BUSINESS~~	3DESCRIPTION OF BUSINESS		4
ITEM 1A.	~~RISK FACTORS~~	9RISK FACTORS		14
ITEM 2.	~~DESCRIPTION OF PROPERTY~~	16DESCRIPTION OF PROPERTY		22
ITEM 3.	~~LEGAL PROCEEDINGS~~	16LEGAL PROCEEDINGS		22
ITEM 4.	~~MINE SAFETY DISCLOSURES~~	16MINE SAFETY DISCLOSURES		22
PART II
ITEM 5.	~~MARKET FOR COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~	17MARKET FOR COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		23
ITEM 6.	~~SELECTED FINANCIAL DATA~~	18SELECTED FINANCIAL DATA		26
ITEM 7.	~~MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION~~	18MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION		26
ITEM 8.	~~FINANCIAL STATEMENTS~~	24FINANCIAL STATEMENTS		34
ITEM 9.	~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE~~	25CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE		50
ITEM 9A.	~~CONTROLS AND PROCEDURES~~	25CONTROLS AND PROCEDURES		51
ITEM 9B.	~~OTHER INFORMATION~~	27OTHER INFORMATION		52
PART III
ITEM 10.	~~DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE~~	27DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE		52
ITEM 11.	~~EXECUTIVE COMPENSATION~~	31EXECUTIVE COMPENSATION		58
ITEM 12.	~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~	32SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		65
ITEM 13.	~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE~~	33CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE		65
ITEM 14.	~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~	34PRINCIPAL ACCOUNTANT FEES AND SERVICES		66
PART IV
ITEM 15.	~~EXHIBITS, FINANCIAL STATEMENT SCHEDULES~~	35EXHIBITS, FINANCIAL STATEMENT SCHEDULES		67
SIGNATURE		36		68

Forward-Looking Statements

The information set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) expected changes in the Company’s revenues and profitability, (ii) prospective business opportunities and (iii) the Company’s strategy for financing its business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes,” “anticipates,” “intends” or “expects.” These forward-looking statements relate to the plans, objectives and expectations of the Company for future operations. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of its knowledge of its business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Annual Report should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved.

You should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other financial data appearing elsewhere in this Annual Report.

The Company’s results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risks set forth under Item 1A of the Annual Report, the risk of significant natural disaster, the inability of the Company to insure against certain risks, such as changing government regulations affecting our products and businesses.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Overview

Zonzia Media, Inc. (formerly Indigo-Energy, Inc. and HDIMAX Media, Inc.; our “company” or “we” or “us”) currently conducts business through its website, www.zonzia.com, and a soon to be launched video on demand ~~channel,~~and streaming video on demand channels, and mobile video application (collectively “content delivery platforms”). Our on demand offerings, both streaming and video will be available on an over-the-top basis meaning users will have access via any connection to the internet. When referring to our company and using phrases such as “we” and “us,” our intent is to refer to Zonzia Media, Inc. (formerly Indigo-Energy, Inc. and HDIMAX Media, Inc.). The contents of our website and other content delivery platforms referenced in this Report are not incorporated herein by reference and do not constitute part of this Report.

Zonzia Media, Inc. was originally incorporated in 1981 in the State of Nevada. In December 2005, following a recapitalization that resulted in a change of control, Indigo was an independent energy company that engaged primarily in the exploration of natural gas and oil in the Appalachian Basin in Pennsylvania, West Virginia, Illinois, and Kentucky through December 2010. These activities were carried out on leased properties, some of which were proven, primarily through the entry into joint venture and other operating agreements.

In December 2010, the Company’s management was notified by a representative of the New Jersey Attorney General’s Office (“NJAG”) that they were pursuing a civil action against Everett Charles Ford Miller (“Everett Miller”) and related entities alleging violations of securities laws amongst others. At the time of the civil action, Everett Miller was a Board Member of the Company, a significant shareholder, and a significant note holder. On December 17, 2010, the Company was named as a nominal defendant in the civil complaint as a result of Carr Miller Capital’s significant investment in the Company. At the time, and through the date of this filing, there have been no allegations of wrongdoing on the Company’s part but the complaint does state that the Company was unjustly enriched by the actions of Carr Miller Capital. The Company had no knowledge of any wrongdoing alleged to have been committed by Everett Miller and a release from the NJAG was ultimately obtained on July 29, 2013.

On July 29, 2013, a group of large equity and debt holders formed a new entity, New Hope Partners, LLC, and entered into a settlement agreement with the receiver to effectively purchase a majority interest in the Company. The closing of the transaction between the receiver and New Hope Partners resulted in a change of control of the Company (for more detail, including the settlement agreement, see Current Report on Form 8-K filed August 5, 2013).

Subsequent to New Hope Partners obtaining a controlling interest in the second half of 2013, the Company’s primary focus was on organizational efforts, settling previously outstanding obligations on the best terms possible, and re-establishing its regulatory compliance. On May 12, 2014 the Company filed its annual report on Form 10-K for the fiscal year ended December 31, 2013 and believes it has subsequently been current with its periodic filing requirements under the Exchange Act of 1934. Additionally and as further discussed below, the Company settled over $12 million of previously accrued liabilities primarily through the issuance of shares of restricted common stock during the first half of 2014.

Since entering into a plan of merger on May 25, 2014, as amended on September 2, 2014 and November 20, 2014, the Company has been engaged in the digital publishing and broadcasting business. In this regard, the Company completed a merger with HDIMAX, Inc., a private operating company, on November 21, 2014 and changed its name to HDIMAX Media, Inc.

On January 22, 2015, the Company entered into a Settlement Agreement with the former owner of HDIMAX, Inc. effectively and substantively cancelling the merger.

On March 9, 2015 the Company changed its name to Zonzia Media, Inc. and its ticker symbol changed to “ZONX”. The Company is aggressively developing its digital content and multi-platform entertainment distribution channels.

Our company’s address is 742580 ~~N. Pecos~~Anthem ~~Road~~Village Drive, Suite DB-7, Henderson, Nevada ~~89074~~89052. Our company’s telephone number is (702) ~~463~~707-~~8528~~3974.

Business

Zonzia’s Reverse Acquisition of HDIMAX, Inc. and Subsequent Settlement Agreement

On November 21, 2014, we underwent a change in control. In connection therewith, we adopted a new business plan, appointed new officers and directors, and abandoned our previous operations.

We effectuated the change in control and business operations via the issuance of 712,121,205 shares of common stock in exchange for 100% of the outstanding shares of common stock of HDIMAX, Inc. The common stock issuance, representing 94% of the outstanding shares of the consolidated Company, was to be accounted for as a reverse capitalization in accordance with accounting principles generally accepted in the United States (“US GAAP”) and the Rules and Regulations as promulgated be the United States Securities and Exchanges Commission (“SEC”).

On January 22, 2015 we entered into a Settlement Agreement with Rajinder Brar, the previous sole owner of HDIMAX, Inc., in which we cancelled all of the 712,121,205 shares of ~~common~~ common stock previously issued to Mr. Brar. In consideration for the shares being cancelled, we forfeited our rights to sell advertising and other products on websites previously controlled by Mr. Brar and related entities, with the exception of www.hdimax.com. An ~~outline~~ outline of the significant terms of the Settlement Agreement ~~include~~includes, but ~~are~~is not limited to, the following:

· The 712,121,205 ~~million~~ shares of HDIMAX Media, Inc. (formerly Indigo-Energy) common stock issued to Rajinder Brar, the owner of 100% of the previously outstanding stock of HDIMAX, Inc. immediately preceding the reverse acquisition transaction, were cancelled. · Rajinder Brar, Aneliya Vasileva, and Myles Pressey III, previously appointed as the Company’s officers and Board of Directors immediately following the completion of the reverse acquisition, resigned and forfeited future compensation terms associated with any and all previously agreed upon employment agreements. Rajinder Brar received 3,000,000 shares of newly restricted common stock after the execution of the settlement agreement. · Mr. James C. Walter Sr. was reappointed to serve as a Director charged with appointing new officers. Mr. Walter Sr. served as the Sole Officer and Director of the Company immediately preceding the completion of the reverse acquisition transaction. · The Company’s option agreement to acquire Fashion Style Magazine, Inc., an entity wholly owned by Rajinder Brar, was cancelled. · The Omnibus Agreement and License dated November 21, 2014, by and between the Company and Fashion Style Magazine, Inc. was terminated. The brands and assets wholly owned by Rajinder Brar through Fashion Style Magazine, Inc. were intended to be a core portion of the consolidated Company’s business operations subsequent to the completion of the reverse acquisition. · The Company forfeited all rights to Frontlinewire.com, a brand and website acquired in the reverse acquisition. · The Company maintained all rights to hdimax.com, a brand and website acquired in the reverse acquisition, but agreed to assign those assets back to their original owners by May 1, 2015.

·We ~~Rajinder~~do ~~Brar,~~not ~~Aneliya~~intend ~~Vasileva,~~to ~~and~~further ~~Myles~~develop ~~Pressey~~or publish ~~III,~~content ~~previously~~at ~~appointed~~www.hdimax.com. asFor ~~the~~additional ~~Company’s~~details, ~~officers~~including ~~and~~a ~~Board~~copy of ~~Directors immediately following~~ the ~~completion~~Settlement ~~of the reverse acquisition~~Agreement, ~~resigned~~please ~~and~~see ~~forfeited~~our ~~future~~Current Report ~~compensation~~on ~~terms~~Form ~~associated~~8-K ~~with~~filed ~~any~~on ~~and~~January ~~all~~28, ~~previously agreed upon employment agreements~~2015.

· Mr. James C. Walter Sr. was reappointed to serve as a Director charged with appointing new officers. Mr. Walter Sr. served as the Sole Officer and Director of the Company immediately preceding the completion of the reverse acquisition transaction.5

~~· The Company’s option agreement to acquire Fashion Style Magazine, Inc., an entity wholly owned by Rajinder Brar, was cancelled.~~BUSINESS

· The Omnibus Agreement and License dated November 21, 2014, by and between the Company and Fashion Style Magazine, Inc. was terminated. The brands and assets wholly owned by Rajinder Brar through Fashion Style Magazine, Inc. were intended to be a core portion of the consolidated Company’s business operations subsequent to the completion of the reverse acquisition.Overview

·Zonzia ~~The~~Media, ~~Company~~Inc. ~~forfeited~~is ~~all~~a ~~rights~~new tomulti-platform entertainment ~~Frontlinewire.com,~~distribution acompany ~~brand~~focused ~~and~~on ~~website~~delivering ~~acquired~~compelling, ininnovative content with the ~~reverse~~objective ~~acquisition~~of generating both advertising revenue and subscription revenue. We plan to distribute content through three distinct platforms:

·1) ~~The~~Cable ~~Company~~television; ~~maintained~~2) ~~all~~Hotel ~~rights~~in-room tochannel; ~~hdimax.com,~~and a3) ~~brand~~our ~~and~~ website ~~acquired in the reverse acquisition, but agreed to assign those assets back to their original owners by May 1, 2015~~www.Zonzia.com

WeThrough doan ~~not~~“Over-The-Top” ~~intend~~(“OTT”) software technology we plan to ~~further~~allow ~~develop or~~instant ~~publish~~access to our available content atfrom ~~www.hdimax.com.~~internet ~~For~~connected ~~additional~~devices ~~details~~including home computers, tablets, ~~including~~smart aphones ~~copy~~and ofother mobile devices. Upon the ~~Settlement~~full ~~Agreement,~~launch ~~please~~of ~~see~~all three of our ~~Current Report~~delivery onplatforms, ~~Form~~which ~~8-K~~is ~~filed~~contingent upon onthe ~~January~~receipt 29of adequate funding, ~~2015.~~we plan to deliver a variety of content including:

·	Original Programming – featuring TV series, mini-series, and documentaries.
·	Feature Films – full-length feature films from major Hollywood studios and independent production companies.
·	Television Shows – TV series from major networks and independent production companies.
·	Concerts, Sports and Live Events – streaming live music concerts, live sports events and other live events.

When referring to our company and using phrases such as “we” and “us,” our intent is to refer to Zonzia Media, Inc. (formerly Indigo-Energy, Inc. and HDIMAX Media, Inc.).

We were originally incorporated in 1981 in the State of Nevada. Our principal executive offices are located at 2580 Anthem Village Dr., Henderson, Nevada 89052, and our telephone number at that location is (702) 707-3974. Our website address is www.zonzia.com.

Zonzia Media

We are a new multi-platform entertainment distribution ~~channel~~ business with the goal of ~~being~~using athe ~~unique~~following ~~hybrid~~three ofdistribution aplatforms ~~linear~~described ~~channel,~~below ato ~~video-on-demand~~generate ~~channel~~advertising revenue. ~~and~~Initially, anwe ~~over-the-top~~are ~~channel.~~distributing ~~Our~~content ~~viewer~~that ~~immersion technology~~we ~~will~~license ~~allow~~from ~~instant~~our ~~access~~supplier tosimplyME ~~our~~Distribution ~~available~~across ~~content.~~two ~~Upon~~platforms: the cable ~~full~~television ~~launch~~platform ofand ~~our~~the ~~delivery~~hotel network platforms. weThe ~~will~~Company’s ~~deliver~~objective ~~all~~is to provide its own original content ~~kinds~~for ofdistribution ~~innovative~~as ~~entertainment~~it ~~including:~~develops and acquires the content over time, eventually across all three platforms.

·Platform ~~Original Programming – featuring documentaries, short films, mini~~#1-~~series,~~Cable ~~and television shows of all genres produced and directed by well-known individuals within the entertainment industry as well as up and comers.~~Television

· ~~Feature~~This ~~Films~~platform –has ~~full~~launched. A Zonzia VOD (Video-~~length~~On-Demand ~~films~~Subscription service) channel is currently live in approximately 27 million households in the United States through a Channel Distribution Agreement with simplyME Distribution LLC. · Our supplier simplyME has agreements with national cable providers Comcast, Dish Network and Verizon FiOS to distribute VOD content. Initially, we are licensing this content from ~~major~~simplyME. ~~studio~~· ~~productions~~The business model is to generate advertising dollars from users viewing distributed content through simplyME’s cable providers. As of December 31, 2015, we had not yet generated advertising revenue, but expect to report advertising revenue for the second quarter of 2016. · The growth strategy is to enhance the quality of the VOD channel content and ~~independent~~to ~~film~~increase ~~makers~~the total amount of VOD content thereby generating increased advertising revenue. · The Company plans to use internet marketing, social media, and other advertising to drive traffic to this channel. · Pursuant to an addendum to our Channel Distribution Agreement with simplyME, we have secured an additional channel, to be named “ZonziaKidz,” with its launch expected by mid-2016.

~~· Television Shows – shows from all the major networks as well as originally developed shows exclusively available on delivery platforms.~~6

·We ~~Sports,~~have ~~Concerts~~teamed up with simplyME Distribution to provide programming to cable households through cable television providers Comcast, Dish Network and ~~Live~~Verizon ~~Events~~FiOS. –The ~~streaming~~contractual relationship ~~sports,~~with ~~music,~~these providers lies with simplyME. We currently have 30 hours of programming and ~~other~~are ~~live~~in ~~entertainment~~the ~~events~~process ~~from~~of ~~around~~ramping up our programming efforts which we anticipate will expand to approximately 90 hours of content sometime in the ~~world~~second or third quarter of 2016.

~~Through~~simplyME, our ~~multi-platform~~ distribution and content ~~channels~~supplier, ~~including~~has ~~our~~secured ~~soon~~advertisers toin besupport ~~released~~of ~~Zonzia~~the ~~mobile~~initial ~~application (“app”)~~programming, and we ~~intend~~are toworking ~~provide~~together ~~our~~with ~~consumers~~simplyME anto secure additional ~~enhanced~~advertisers ~~interactive~~in ~~viewing~~the ~~experience~~coming months. ~~Our~~With ~~viewers~~the ~~will~~current ~~have~~advertisers ~~instant~~on ~~access~~the toZonzia ~~social~~VOD ~~media~~channel ~~pages,~~provided ~~exclusive~~through ~~bonus~~simplyME ~~coverage, behind~~and ~~the~~its ~~scenes access~~advertising firm, ~~games,~~Zonzia ~~and~~believes ~~much~~it ~~more. We~~ will ~~also~~report berevenue ~~providing~~in ~~our viewers with~~ the ~~opportunity~~second toquarter ~~receive~~of ~~instant coupons from our participating advertisers~~2016. ~~Our core delivery platforms include the following:~~

4Description of Channel Distribution Agreement with simplyME

On February 9, 2015, Zonzia Media, Inc.~~com~~ (the “Company”) entered into a Channel Distribution Agreement with simplyME Distribution (“simplyME”), whereby simplyME agreed to transmit or otherwise distribute the Company’s content to end users across cable, satellite, IPTV, Internet, mobile and television platforms. Under this agreement, simplyME agreed to use its contracts with providers to place the Company’s content across on-demand platforms which include: Verizon FiOS, Verizon Wireless, DISH Network, DISH Hopper, Comcast, XBOX and a sub-channel to be named by the Company. In exchange for these distribution services, the Company agreed to pay simplyME a distribution fee due 30 days before launch, with an ongoing monthly fee. The parties agreed to split evenly advertising revenue under the agreement. The agreement has an initial term of two years and may be renewed thereafter.

~~Our~~Addendum ~~content~~Regarding ~~will~~Content ~~be readily available on computers and mobile devices both in the United States and internationally. All of our content is posted on www.zonzia.com and is available globally.~~License

~~Video~~On onJuly ~~Demand~~31, ~~(VOD)~~2015, the Company and simplyME entered into an addendum to the Channel Distribution Agreement, whereby simplyME extended media license rights to the Company with respect to specific content, as partial consideration for the revenue-sharing arrangement that is in place between the Companies under the Channel Distribution Agreement. The term for this addendum is up to two years. simplyME represents and warrants in the addendum that it has the right to license or sublicense, as applicable, the content being licensed to the Company pursuant to the Addendum.

WeThe ~~have~~following ~~entered~~table ~~into~~summarizes ~~strategic arrangements~~programming ~~with~~licensed ~~well-known cable and wireless providers~~ to ~~deliver~~the ~~all~~Company ofunder ~~our~~the ~~content on mobile devices and cable television. We anticipate that our video on demand offerings (VOD) will include exclusively produced full length feature movies~~Addendum, ~~live events and general programming readily available on other websites, for~~ which ~~our~~is competitors generally charge an access fee. We are cross-soliciting film and live event promoters, offering direct access to our targeted demographics in exchange for an up-front production fee. By matching video and live event producers and promoters with our advertising customers, advertisers will have the ~~ability to produce and embed user-targeted commercials in our streaming VOD offerings. We believe that, by providing entertaining and exclusively available~~ content toinitially ~~our~~being ~~expanding~~broadcast ~~individual~~under ~~customer~~the ~~base,~~Channel ~~our~~Distribution ~~brand awareness will increase significantly, enabling us to develop~~Agreement ~~strong relationships~~ and ~~retention~~related ~~rates with our advertisers, ecommerce and other brand partners.~~Addendum:

Series Title	Show Length	Genre	Episodes		Target Audience Age

Roll In The City	0:30:00	Celebrity Lifestyle		10	25-45

What’s The 411	0:30:00	Celebrity News		10	35-55

Urban Rajah	0:05:00	Food		25	20-45

Hot Kitchen	1:00:00	Cooking		30	16-55

ZonziaKidz

On June 30, 2015, we entered into an addendum to our Channel Distribution Agreement with simplyME Distribution to secure an additional cable channel through simplyME, which we plan to dedicate to children’s programming. To secure this channel, we agreed to commence making monthly payments on November 1, 2015, with the launch of ZonziaKidz expected to occur in 2016.

Description of the Revenue Model for Cable Television

Advertisers are provided access to our VOD channel content offerings via our agreement with simplyME Distribution. Advertisers secured by simplyME pay us on the number of times one of our shows is viewed. The benchmark metric for this calculation is known as CPM (cost per thousand views). Our CPM is tracked and reported by the cable provider such as Comcast and Verizon, which we have the right to audit. Once the CPM is calculated, simplyME invoices the advertisers, provides Zonzia with the breakout and audit trail, and wires funds into Zonzia’s bank account. The usual and customary receivable timetable is net 60 days from national advertising agencies, and net 30 days when dealing directly with the advertising companies.

Platform #2- Hotel Network

·	The Company has an agreement with Sonifi Solutions, Inc. to provide Zonzia content to hotel rooms across the U.S. A copy of this Agreement has been previously submitted in prior filings.

·	The initial roll-out to approximately 546,000 hotel rooms was launched on August 1, 2015 with licensed content on a Free-To-Guest 4-hour loop linear channel. The initial roll-out to approximately 405,733 hotel rooms was launched in August 2015 with licensed content on a Free-To-Guest 24/7 linear channel. Our Free-To-Guest VOD channel also went live in August 2015, with distribution scheduled in approximately 882,000 hotel rooms.

·	The revenue model contemplates Zonzia paying an advertising agency commission and subsequently sharing the remaining revenue with content providers.

·	The growth strategy is to increase the number of hotel rooms displaying our content and to provide compelling content through both our content partners and our own original content.

Description of the agreement with Sonifi Solutions, Inc. for Hotel Channel Distribution

On July 9, 2015, we entered into a Submission/Insertion Order Agreement with Sonifi Solutions, Inc. Pursuant to the agreement, commencing July 15, 2015, Sonifi agrees to make audio-video content, provided by the Company, available in hotel rooms on both a looping, free-to-guest linear channel and on a free-to-guest Video-on-Demand (“VOD”) basis. Submissions for distribution on either the linear basis or VOD basis will be scheduled monthly. The agreement provides that initially, submissions offered on a linear basis will be distributed to a minimum of 450,000 hotel guest rooms that are served by Sonifi and through Sonifi’s mobile applications. Sonifi has agreed to use commercially reasonable efforts to distribute VOD submissions to approximately 900,000 guest rooms at Sonifi-served hotels under the Agreement. The Submission/Insertion Order agreement with Sonifi was put in place between the parties to solidify the relationship and set the main business terms in advance of the actual launch.

Payments to Sonifi for the linear based and VOD based submissions are structured as follows: for the first twelve months of the term, the Company shall pay Sonifi the greater of $55,000 or fifty percent (50%) of the Company’s gross advertising sales (net of any ad agency commission) per month, subject to a $140,000 monthly cap. For the second twelve months, the Company shall pay Sonifi the greater of $70,000 or fifty percent (50%) of the Company’s gross advertising sales (net of any ad agency commission) per month, subject to the same monthly cap. Thereafter for the remainder of the initial term, the Company would pay $110,000 per month. The agreement has an initial term ending in June 2018, subject to earlier termination rights in accordance with the agreement.

Launch of Hotel Network Distribution

On August 1, 2015, distribution under the Sonifi Solutions Hotel Network platform was launched, with initial linear based distribution to approximately 546,000 scheduled hotel guest rooms under the channel name “ZONZIA PREMIERE.” This initial distribution was significantly broader than the 450,000 hotel rooms contemplated by the agreement. Sonifi has confirmed that this Zonzia channel is available in the majority of hotels served by Sonifi Solutions.

In August 2015, the Video-On-Demand (VOD) distribution was launched under the agreement with Sonifi, with distribution scheduled in approximately 882,000 hotel rooms. With respect to both the Linear and VOD distributions, launch numbers are based on rooms that were scheduled to receive the ZONZIA PREMIERE content as of the launch; definitive counts of rooms in which the content was actually available and played/viewed will be available on a historical basis. The Company has been advised by Sonifi that definitive room counts may deviate from scheduled room number counts by up to approximately 10%.

Description of License Agreement with Sonifi Solutions, Inc.

In connection with the launch of the Zonzia Premiere channel on the Hotel Network, on August 1, 2015, the Company entered into a License Agreement with Sonifi Solutions, Inc., whereby the Company granted Sonifi a non-exclusive, non-assignable, royalty free right and license to receive, transmit and distribute through third parties, general entertainment programming provided by the Company. This allows Sonifi to distribute the content through its in-guest room satellite-delivered television programming and/or interactive hotel entertainment platform. The territory covered by the license includes the United States and the Caribbean. During the term, Sonifi shall earn a monthly distribution fee of $0.22 for each guest room that subscribes to the distributed programming as of the end of the month. The agreement has a term of two years, unless terminated earlier in accordance with the agreement.

Description of Content Offerings per the Agreement with Sonifi Solutions Inc.

The following table summarizes the programming that is initially available through the Sonifi Solutions, Inc. agreement at the time of its launch on August 1, 2015. Similar to the content being distributed through the Cable television distribution platform, all initial content that is being distributed through the Hotel Network distribution platform is content that is being licensed from simplyME pursuant to the Addendum to Distribution Channel Agreement described above. The Company has the right to broadcast content supplied by simplyME for a period of two years, during which time the Company plans to acquire its own content.

SERIES TITLE	GENRE	EPISODES		AUDIENCE

Profiles	Celebrity		300		25-55

Runway France	Fashion		10		20-45

Nightclub Ratings	Nightlife		10		18-34

The Art of Fighting	Martial Arts		9		18-45

Music Confidential	Music		13		18-34

Game News Update	Video Games		13		16-34

John Legend Documentary	Documentary		1		16-35

Pharrell Williams Documentary	Documentary		1		16-35

Description of the Revenue Model for the Hotel Channel

The Hotel Channel platform model is very similar to the Cable Channel platform model in that we will secure advertisers for our Linear and VOD channel offerings. Advertisers will be solicited and contracted by simplyME distribution and its outside ad agency. We anticipate that advertisers will pay us on the number of times one of our shows is viewed. The benchmark metric for this calculation is known as CPM (cost per thousand views). Our Hotel Channel CPMs will be tracked and reported by Sonifi. Based on the tracking report simplyME and the advertising agency will invoice the advertisers and will subsequently collect payments. Once they receive payments from the advertisers, simplyME and the advertising agency will wire the funds to Zonzia’s bank account. The usual and customary receivable timetable is net 60 days from national advertising agencies, and net 30 days when dealing directly with the advertising companies.

Platform #3- Website: Zonzia.com

·	The website, while up and operating, functions for now as an informational site for visitors to learn more about the Company and our future offerings.

·	Today, a visit to the website shows teasers of content offerings to come, such as photos from the Tribeca Film Festival.

·	The Company is in negotiations for original program offerings with various companies and is working on preparing to launch a fully operational, ad revenue and subscription revenue generating model.

·	The growth of the business model will be advertising revenue based upon the number of site visits and subscriber revenue based on the number of subscribers signing up to the site, both of which are predicated upon the quality of the content.

Description of the Revenue Model for the Zonzia Website

Advertisers will be provided access to our internet website to compliment the content offerings. Our intent is that advertisers for our website will be solicited and contracted by an outside advertising agency. Advertisers would then pay us on the number of times our web pages are viewed. The benchmark metric for this calculation is known as CPM (cost per thousand views). The CPM for our website will be calculated and reported by a third party vendor, Kaltura, Inc., who is also our website and infrastructure provider. Once the tracking report has been issued and the CPMs calculated, an ad agency (to be selected) will invoice the advertisers, collect the payments and wire the funds into Zonzia’s bank account. The usual and customary receivable timetable is net 60 days from national advertising agencies, and net 30 days when dealing directly with the advertising companies.

Through our multi-platform distribution channel agreement with simplyME Distribution LLC, we have access to Flipps.com which is a mobile app provider platform that gives us access to and the ability to connect on any internet connected television and smart-televisions, including:

·	Samsung
·	Sony
·	Panasonic
·	Phillips
·	Sharp
·	Xbox One
·	Xbox 360
·	Dish Hopper
·	Apple TV
·	Chromecast
·	ROKU

A user may simply download the Flipps App on an iPhone or Android device, and then enjoy full access to the then-available Zonzia content.

Additionally, over time we plan to give our viewers access to social media pages, behind the scenes access, games, and more. We also anticipate providing our viewers with the opportunity to receive instant coupons from our participating advertisers.

Offerings Under Development

Our strategy involves our continued effort to develop the following core offerings. Please see “Management’s Discussion & Analysis – Plan of Operations” for more information.

Zonzia (Over-The-Top) Channel

~~Our~~We ~~Zonzia~~plan ~~channel,~~to ~~soon~~make toour becontent readily available inon ~~hotel~~computers, ~~rooms~~tablets, ~~throughout~~mobile ~~the~~devices ~~United~~and ~~States,~~other ~~delivers~~internet upconnected todevices. ~~four~~Our ~~hours~~content ofwill ~~our~~be ~~content~~posted on www.zonzia.com. Over-The-Top (OTT) refers to any content not delivered as specifically programmed linear channels from a ~~continuous~~pay ~~loop~~TV ~~free~~operator, ofwhich ~~charge.~~may Weencompass ~~are~~even ~~intending~~on-demand tocontent ~~refresh~~provided as TV Everywhere by a pay TV operator. Further, OTT has the ~~looped~~component ~~content~~of running on athe ~~twice~~"open internet" aor ~~month~~an ~~basis~~unmanaged network.

InWe ~~addition~~anticipate tothat ~~being~~our ~~able~~Video toon ~~deliver innovative~~Demand (VOD) and ~~entertaining~~Subscription ~~content~~Video ~~across~~on ~~all~~Demand of(SVOD) ~~our~~offerings ~~delivery~~will ~~platforms,~~include ~~our~~full ~~overall~~length ~~success~~feature isfilms, ~~heavily~~TV ~~dependent~~series, ondocumentaries, ~~our ability to develop~~live ~~worldwide~~events ~~brand~~and ~~recognition~~general ~~which~~programming. isWe ~~intended~~are tocross-soliciting ~~result~~film, inTV aand ~~significant~~live ~~viewer~~event ~~and~~promoters, ~~ultimately~~offering ~~consumer~~them ~~base.~~a ~~Our~~number ~~brand~~of ~~recognition~~favorable ~~and~~deal ~~viewer~~options ~~base~~which ~~are~~will ~~expected~~allow them to ~~drive~~have ~~rapid~~direct ~~expansion~~access ofto ~~individual~~our ~~consumer~~targeted ~~impressions~~demographics ~~that~~including ~~are~~charging ~~essential~~them inup-front ~~the development~~production fees and ~~effectiveness~~entering ofinto ~~our~~revenue ~~advertising~~sharing ~~program offerings~~deals. InBy ~~this~~matching ~~regard,~~video weand ~~have~~live ~~entered~~event ~~into~~producers ~~multiple~~and ~~strategic~~promoters ~~agreements~~ with ~~well-known~~ ~~digital~~our ~~content~~advertising ~~developers~~customers, advertisers ~~and~~will ~~distributors~~have ~~with~~the ~~significant~~ability ~~and~~to ~~long~~produce ~~established viewer~~ and ~~consumer~~embed ~~bases.~~user-targeted Bycommercials ~~fostering these~~in ~~agreements,~~our ~~enhancing~~VOD ~~consumer engagement,~~ and ~~attracting~~SVOD ~~new~~offerings. ~~users,~~Our weintention ~~believe~~is that weby ~~can~~providing ~~provide~~entertaining ~~our advertising customers and~~ content ~~development~~to ~~partners~~an ~~strategic~~expanding ~~opportunities~~end ~~specifically~~user ~~designed~~base, ~~for~~ our ~~targeted~~brand ~~demographics.~~awareness ~~Since~~will weincrease, ~~generate advertising~~enabling ~~revenue~~us ~~from~~to ~~the~~develop strong ~~number~~relationships ofand ~~user~~retention ~~impressions~~rates wewith ~~achieve,~~ our ~~content~~advertisers, ecommerce and other ~~product~~brand ~~offerings must be attractive to our individual users~~partners.

In addition to being able to deliver innovative and entertaining content across all of our delivery platforms, our overall success is heavily dependent on our ability to develop nationwide brand recognition which is intended to result in a significant viewer and ultimately consumer base. Our brand recognition and viewer base is expected to drive rapid expansion of individual consumer impressions that are essential in the development and effectiveness of our advertising program offerings. Since we generate advertising revenue from the number of user impressions we achieve, our content and other product offerings must be attractive to our individual users.

Viewer Subscriptions

As we launch our delivery platforms, particularly our website and mobile applications, our content and accompanying ~~intereactive~~interactive services ~~will~~may be initially available for free for limited periods in order to aggressively increase our brand awareness and consumer base. As we continue to integrate the interactive services available through our technology partners, including a built-in e-wallet enabling direct e-commerce which allows our viewers to make instant purchases regardless of where or when they view our content. Through our technology application, viewers will be able to make donations and receive valuable targeted coupons from participating advertisers. Additionally, content developers, directors, and producers will be able to deliver entertaining interactive matter and allow users to view other related material through additional platforms, greatly enhancing our viewer’s experience with synchronized multi-media. Our technology applications will also provide viewers content related social media pages, exclusive bonus content, games, polls, and more.

As our brand awareness and consumer base gains momentum, we will ~~begin~~launch a targeted subscription campaign drive ~~expected~~which towe beanticipate ~~fully~~will ~~ramped~~begin byin the ~~beginning~~second ofand ~~the~~third ~~fourth quarter~~quarters of ~~2015~~2016. Subsequent to the initial launch and trial period, we expect to begin charging subscribers a monthly fee ~~based~~of ~~on an industry average generally between~~ $54.99 ~~and $10~~ per month. ~~Subscribers~~Our ~~will have access to exclusive~~ content, ~~exclusive~~offerings ~~events,~~may ~~live~~also ~~streaming,~~include concerts and ~~behind~~ ~~the~~sporting ~~scenes access~~events.

510

Advertising

WeTo ~~provide~~date, our ~~clients~~advertising relationships have evolved through our agreement with simplyME Distribution LLC. That agreement contemplates that advertisers may advertise through video, sponsorship and/or ~~customers~~banner advertising slots. Under our agreement with simplyME, we will evenly split all net advertising ~~opportunities~~revenue ~~through~~generated ~~engaging~~pursuant ~~consumers~~to onthat ~~our~~agreement ~~primary~~with ~~website~~simplyME. The core revenue model for monetizing the three platforms, ~~www~~is advertising driven.~~zonzia~~ Advertisers pay on a Cost Per Thousand Impression (CPM) basis.~~com,~~ ~~mobile~~For ~~applications~~example, ~~and~~if ~~VOD~~our CPM rate was at $30 and ~~other~~our platforms are visited (tuned on or turned on) for a viewership of 10 million views, that would equate to $300,000 in revenue. If a consumer, or hotel patron is tuned to our channel and particular advertising is shown while the event or programming is being viewed, then ~~offerings~~the views are recorded, verified, and the advertiser is invoiced at the CPM rate.

~~Our~~We ~~advertising~~intend ~~program, which provides our customers many different options, is designed~~ to ~~maximize~~use ~~relevance~~advertising toas ~~search~~a ~~queries~~means of orgenerating ~~web~~revenue ~~content.~~by ~~Our~~engaging ~~advertising~~users ~~options~~on ~~specifically co-designed~~all byof our ~~sales~~Platforms, ~~and~~including ~~marketing staff will allow~~ our ~~customers~~website, towww.zonzia.com, ~~create~~mobile ~~targeted~~applications, ~~ads to appear beside related search results~~and orVOD ~~web~~and ~~content~~other onchannel ~~our websites and include:~~offerings.

·Our ~~Display~~advertising ~~Advertising~~program, –which ~~This~~will ~~includes~~provide our ~~banner~~customers ~~ads~~many ~~and~~different ~~consists~~options, ofis ~~text~~designed ~~and~~to ~~graphics~~maximize ~~based~~relevance ~~ads~~to ~~that~~search ~~appear~~queries ~~next~~and toweb content. ~~relevant~~Our toadvertising ~~the~~options, which ~~various~~will ~~product~~be ~~offerings.~~specifically Weco-designed ~~will~~by ~~offer~~our ~~these~~sales ~~banner~~and ~~ads~~marketing inteam, ~~several~~will ~~sizes,~~allow ~~allowing~~our ~~for~~customers ~~each~~to create targeted ads to ~~contain~~appear beside ~~logos,~~related ~~pictures,~~search ~~other~~results ~~graphics~~or web content on our websites and ~~video.~~include:

· Display Advertising – This includes banner ads and consists of text and graphics based ads that appear next to content relevant to the various product offerings. We will offer these banner ads in several sizes, allowing for each to contain logos, pictures, other graphics and video. · Display Advertorials – Display advertorials are advertisements in the form of editorial content and designed to provide consumers additional insights to our customers’ products or services. Advertorials are generally limited to 500 words and may be created by our content development ~~staff~~team or may be provided directly by the customer or the customer’s representative. Advertorials are believed to be the most cost-effective digital advertising, based on their high search engine optimization. · Native Advertising – Native advertising programs are designed to specifically match content and advertising directed at smaller, targeted groups of users based on specific interests. · Video Advertising – Similar to television commercials widely seen on network TV, video advertisements will run throughout some of our streaming video offerings.

· Native Advertising – Native advertising programs are designed to specifically match content and advertising directed at smaller, targeted groups of users based on specific interests.

· Video Advertising – Similar to television commercials widely seen on network TV, video advertisements will run throughout some of our streaming video offerings.

Most of our customers, regardless of the above option(s) selected, pay us on a cost-per-impression (“CPM”) basis, which means that an advertiser pays us based on the number of times such advertiser’s ads appear on our websites and other delivery platforms. As part of our on-going growth and brand awareness building, we have and continue to invest significant resources in improving our advertising offerings and content in order to attract more customers. We believe attracting and retaining advertising customers is dependent on our ability to develop relevant, well-targeted, social and well-integrated content in order to enhance the user experience. We further believe enhancing user experience is critical to the monetization of our demographic reach.

In order to continue improving and assist our advertising clients effectively reach their targets, we engage independent third parties to provide us specific user analytics, metrics and measurement tools. By understanding these data, we believe will be able to effectively monetize our user experience while increasing return on ad spend for our advertising customers.

We are intending to use a third party to manage all facets of our advertising operations. As of the date of this report, we have not formally engaged a service provider.

Sales and Support

Our sales support, billing systems, customer tracking and revenue collection efforts are provided by a third party vendor, Kaltura, Inc., who is also our website and infrastructure provider.

WePursuant ~~are~~to ~~developing~~a ~~and~~Master ~~growing~~License ~~our~~and ~~sales~~Professional Services Agreement between the Company and ~~support~~Kaltura, ~~infrastructure~~Inc., ~~When~~Kaltura, weInc. develops and maintains software systems and platforms for the Company, which are used for content distribution, sales support, billing and revenue collection. The agreement contemplates a total of $775,000 in payments being made over a ~~position~~one-year period. Under the agreement, the Company has a royalty-free, non-transferable right to ~~perform~~use ~~these~~the ~~functions~~software ~~internally~~developed by Kaltura, weInc., ~~expect~~and toKaltura, ~~initially~~Inc. ~~operate~~retains ~~from leased~~rights ~~offices~~with inregard ~~Los~~to ~~Angeles~~techniques, know-how, and source ~~New~~code ~~York~~developed ~~City.~~in ~~The~~the ~~Los~~course ~~Angeles~~of ~~facility~~the ~~will~~engagement. ~~also~~Kaltura, ~~encompass~~Inc. provides a ~~production~~limited ~~facility~~warranty ~~where~~with weregard ~~will~~to its work during ~~produce~~the ~~our~~term ~~own~~of ~~original~~the ~~content~~engagement.

We are targeting developing and growing our sales and support infrastructure in-house as cash flow and talent become available. When we are in a position to perform these functions internally, we expect to initially operate from leased offices in Los Angeles and New York City.

Marketing

~~Our~~In ~~initial~~line ~~marketing~~with ~~efforts~~our ~~will~~overall bebusiness plan, ~~focus~~we are focusing on ~~building~~the ~~our~~continued ~~viewer~~growth and ~~consumer~~recognition ~~bases.~~of Weour ~~believe~~brands ~~that~~ through ~~our~~providing ~~strategic~~meaningful ~~agreements~~content ~~with~~and ~~well~~high-~~known~~quality ~~cable~~products and consumer experience. Our marketing, promotional and ~~wireless providers~~public werelations activities will ~~have~~be ~~access~~designed to ~~tens~~promote ofour ~~millions~~brand ofimage and ~~viewers~~differentiate ~~initially~~it ~~based~~from incompetitors. ~~the~~In ~~United~~doing ~~States.~~so, ~~Our~~we ~~television~~believe ~~channel~~our ~~offerings in~~viewer ~~hotel~~base, ~~rooms~~and ~~are~~ultimately ~~also~~our ~~expected~~consumer tobase, will grow rapidly and provide ~~access~~our tocustomers awith ~~more~~increasing ~~diverse~~impressions, ~~and~~allowing ~~global~~for ~~viewer~~maximization of advertising efforts.

~~Additionally,~~Investor our marketing efforts during fiscal 2015 will be focused on attracting and developing relationships with advertising customer and content producers and promoters. As we develop these relationships we will extend our marketing campaigns to aggressively develop our subscribers, expected to occur in the second half of 2015.Relations

6We engaged Benchmark Advisory Partners, LLC of Del Mar, California as our investor relations firm pursuant to a Consulting Agreement dated April 27, 2015. The term of the Consulting Agreement was six months, and we paid this consultant a one-time fee of 500,000 shares of restricted stock upon signing the agreement. Subsequently, the engagement was terminated by the Company on August 1, 2015.

We are going to hire a public relations agency to be responsible for our significant planned marketing campaigns. We will also bring in additional support to cover special events, subscription campaigns, user and brand awareness campaigns, and other major initiatives.11

In line with our overall business plan, we are focusing on the continued growth and recognition of our brands through providing meaningful content and high-quality products and consumer experience. Our marketing, promotional and public relations activities are designed to promote our brand image and differentiate it from competitors. In doing so, we believe our viewer, and ultimately consumer; base will grow rapidly and provide our customers with increasing impressions, allowing for maximization of advertising efforts.

Information Technology and Intellectual Property

We have engaged anKaltura, ~~information~~Inc. ~~technology consulting firm~~ to build the infrastructure to support our content delivery platforms, pursuant to the Master License and Professional Services Agreement described above. We have, and expect to continue to invest heavily in this infrastructure on an on-going basis.

WeIntellectual ~~regard the protection and enforcement of intellectual~~ property rights in involving our technology platforms toare be important to the future success of our Company. As a result, we consider the acquisition and maintenance of certain protectable and enforceable rights in patent, trademark, copyright, trade dress, trade secret and know how in those technology platforms to be important to the future growth of our Company, and in that regard we intend to continue to maintain and to formalize on a going forward basis, rights in our service marks, our trademarks, our copyrighted materials and content, our website and mobile applications, our domain names and our patentable business methods, as needed. With respect to our trade ~~secrets~~ secrets and know how in our technology platforms, we have and will continue to maintain a ~~regime~~regimen of entering into protective ~~confidentiality~~ confidentiality and intellectual property license agreements with our employees, our customers, our partners and other third parties to protect our confidential technology and business information.

As of the date of this report, wethe doCompany ~~not~~has ~~have~~filed ~~any~~Trademark ~~patents~~Applications orwith ~~registered~~the ~~trademarks.~~United States Patent and Trademark Office (USPTO) for:

·	ZONZIAKIDZ	Serial Number 86656259
·	ZONZIA	Serial Number 86656246
·	Zonzia	Serial Number 86656250
·	ON (stylized)	Serial Number 86656262
·	On (stylized)	Serial Number 86656267

Content Strategy

We have expended significant financial and other Company resources in developing our content strategy and expect to continue to do so on an on-going basis. Our overall strategy is to provide, together with our business partners, a generous mix of a established video libraries consisting of well-known movies, television shows, historical sporting events, ~~and~~ documentaries and docu-movies; as well as original ~~and exclusive~~ productions and co-productions which will be contingent upon acquiring adequate funding.

The competition for well-known, ~~critically acclaimed,~~ and highly-rated programming across all genres is intense, and most of our competitors consist of large companies with well established brands and significantly greater resources.

Our ~~business~~point ~~model and content strategy is based around our ability to sell advertising, taking advantage~~ of ~~the~~differentiation ~~careful~~from ~~monitoring and analyzing of~~ our ~~consumer demographics.~~competitors, Wewhich ~~believe~~we ~~our~~hope ~~model provides our advertisers the ability~~ to ~~achieve~~establish ~~significant~~as ~~value~~we indevelop ~~their~~and ~~marketing~~acquire ~~strategy~~content, ~~through~~is ~~knowing their~~that ~~audience in advance. If~~ we ~~effectively~~plan ~~monetize~~to ~~our~~make ~~user~~available ~~demographics~~a ~~and~~channel ~~experience~~within ~~satisfaction,~~a wechannel ~~believe~~concept. The ~~this~~consumer would ~~serve~~ aspay athe ~~competitive~~basic ~~strength~~subscription asprice ~~we seek~~ to ~~enter~~access ~~into favorable licensing and revenue sharing arrangements with~~ our general content ~~developers~~ and ~~licensing~~then ~~partners.~~will Webe ~~anticipate~~able ~~that~~to ~~such~~add ~~arrangements~~niche ~~would~~premium ~~allow for global individual consumers to access live~~content ~~streaming~~via ~~events,~~sub-channels ~~movies,~~at ~~television~~an ~~shows~~additional ~~and~~price. ~~other~~For ~~product offerings.~~example:

1-		A specific sporting broadcast and news channel
2-		A specific entertainment venue or concert series channel
3-		A specific children program channel

While the Company is still a development company and has not yet acquired all of the content offerings described above, the Company believes its concept for a branded layered channel is compelling. Ultimately, the vision is that a user could go to the Zonzia Channel and access kids, sports, or entertainment sub-channels, all within the Zonzia network.

Our business model and content strategy is also based around the need to sell advertising.

Video

We believe the growing demand for streaming entertainment, increasingly available on mobile devices and tablets, is evident from the increasing development activity from major cable networks, film and production studios, and sports leagues to name a few. Companies like ~~NetFlix~~Netflix, one of the first and most well-known brands streaming digital content, have experienced extreme success in rapidly building their brands and market share while monetizing that success by requiring users to pay fees. We believe that our business model and content strategy allows us to provide users a unique and entertaining streaming digital experience for certain of our products.

Our streaming platforms are designed to allow aspiring film, short film and television directors/producers to showcase their accomplishments in addition to showings of other first run movies and live streaming concerts and sporting events. We anticipate that our movies, short films and television shows will include various genres, such as documentaries, docu-series, biopics and children’s programming. Our strategy and safety policies strictly prohibit the streaming of adult entertainment and any form of pornography.12

We anticipate that our streaming platforms will allow aspiring film and television directors and producers to showcase their accomplishments in addition to showings of other first run movies and live streaming concerts and sporting events. We anticipate that our movies, short films and television shows will include various genres, such as documentaries, docu-series, biopics and children’s programming. Our strategy and safety policies strictly prohibit the streaming of adult entertainment or any form of pornography.

We also are seeking commercial arrangements with concert and sporting event promoters in which we would charge them a production fee to reach the targeted demographics that our website, mobile applications, and other distribution channels provide. Additionally, our officers have relationships with a significant number of freelance video contributors.

Competition

The digital broadcasting industry is intensely competitive and many of our competitors are well established internet companies, ecommerce and search engine companies, ~~and~~ television ~~network~~networks and conglomerates. Many of these competitors have significantly greater financial resources and may prove to be more attractive to our content providers and developers.

Our business is characterized by rapid change and converging, as well as new and disruptive, technologies. We face formidable competition in every aspect of our business, particularly from companies that seek to connect people with information on the web and provide them with relevant advertising. Our advertising business faces competition from:

·	Various types of search engines, ecommerce websites, news-based content providers and other media and entertainment based sites. Many of these sites have more established brands and possess significant financial resources causing significant barriers to entry.

·	Other forms of advertising, such as television, radio, newspapers, magazines, billboards and yellow pages, for ad dollars. Our advertisers typically advertise in multiple media, both online and offline.

·	Providers of online products and services. Our online products and services compete directly with new and established companies, which offer communication, information and entertainment services integrated into their products or media properties.

~~Our~~Currently ~~intended~~we ~~ecommerce~~have ~~business~~programming isas ~~rapidly~~described ~~evolving~~in ~~and~~the ~~intensely~~Business ~~competitive.~~section ~~Many~~available ofthrough our ~~current~~Zonzia Cable television platform and ~~potential~~our Hotel Network distribution platforms. Our ~~competitors~~point ~~have~~of ~~greater~~differentiation ~~resources,~~from ~~longer~~our ~~histories~~competitors, ~~more~~which ~~customers~~we ~~and~~hope ~~greater~~to ~~brand~~establish ~~recognition.~~as ~~They~~we ~~may~~develop ~~secure~~and ~~better~~acquire ~~terms~~content, is that we plan to ~~from~~make ~~suppliers,~~available ~~adopt~~a ~~more~~channel ~~aggressive~~within ~~pricing~~a ~~and~~channel ~~devote~~concept. ~~more~~The ~~resources~~consumer would pay the basic subscription price to ~~technology,~~access ~~infrastructure,~~our ~~fulfillment~~general content and ~~marketing. Other~~then ~~companies~~will ~~also~~be ~~may~~able ~~enter~~to ~~into~~add ~~business~~niche ~~combinations~~premium orcontent ~~alliances~~via ~~that~~sub-channels ~~strengthen~~at ~~their~~an ~~competitive~~additional ~~positions.~~price, ~~Our~~as ~~ecommerce~~described above in more detail under ~~business~~“Business ~~faces~~-- ~~competition~~Content ~~from:~~Strategy.”

· Physical-world retailers, publishers, vendors, distributors, manufacturers and producers of our products.

· Other online ecommerce and mobile ecommerce sites, including sites that sell or distribute digital content.

· Media companies, web portals, comparison shopping websites and web search engines, either directly or in collaboration with other retailers.

· Companies that provide ecommerce services, including website development, fulfillment, customer service and payment processing.

· Companies that provide information storage or computing services or products, including infrastructure and other web services.

· Companies that design, manufacture, market or sell consumer electronics, telecommunication and electronic devices.

We compete to attract and retain users, for whom other products and services are literally one click away, primarily on the basis of the relevance and usefulness of our content, features, availability and ease of use of our products and services.

Employees

We presently have ~~four~~three full-time corporate officers including: Myles A. Pressey III -- Chairman of the Board and Interim Chief Financial Officer, Johnathan F. Adair -- Chief Executive Officer, and Stanley L. Teeple -- Chief Compliance Officer/ Secretary.

Our operations are overseen directly by by our corporate officers. Our officers oversee all responsibilities in the areas of corporate administration, business development and research. The Company contemplates engaging a full-time Chief Content Officer as business and cash flow allow for the expansion.

We intend to expand our current sales and marketing teams; administrative teams; and content and business development teams. Competition for qualified personnel in our industry is intense.

Seasonality

We do not expect seasonality to have a a material impact on our business. ~~As we expand our ecommerce business, we may experience seasonality in our sales volumes.~~

Research and Development

We do not expect to incur material research and development costs for the next 12 months.

Government Regulation

We are subject to numerous domestic and ~~foreign~~ foreign laws and regulations covering a wide variety of subject matter. New laws and regulations (or new interpretations of existing ~~laws~~ laws and regulations) also may impact our business. The costs of compliance with these laws and regulations are high and are likely to increase in the future. Any failure on our part to comply with these laws may subject us to ~~significant~~ liabilities and other penalties.

813

Where You Can Find More Information

We file annual, quarterly and other requisite filings with the U.S. Securities and Exchange Commission (the “SEC”). Members of the public may read and copy materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Members of the public may obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. That site is located at http://www.sec.gov.

You also may request a copy of our filings, at no cost, by writing or telephoning us at:

Zonzia Media, Inc. ~~(formerly HDIMAX Media, Inc. and Indigo-Energy, Inc.)~~

742580 N.Anthem ~~Pecos~~Village ~~Road~~Drive, Suite DB-7

Henderson, Nevada ~~89074~~89052

Telephone: (702) ~~463~~707-~~8528~~3974

Attention: Investor Relations

ITEM 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors in addition to other information in this Annual Report on Form 10-K and other filings with the SEC before purchasing our common stock. The risks and uncertainties described below are those that are currently deemed to be material and specific to our Company and industry. If any of these or other risks actually occurs, our business may be adversely affected, and the trading price of our common stock may decline and you may lose all or part of your investment.

Risks Related to Our Business and Industry

Our sole operation has experienced a net loss since its inception in May 2014, and because it has a limited operating history, our ability to fully and successfully develop our business is unknown.

We do not have a significant operating history with which investors can evaluate its business. We have only generated de minimis click-through revenue and have not fully launched our content delivery platforms while incurring expenses.

~~Our~~There ~~ability~~is a risk that we may not be able to successfully develop our content and attract customers on favorable terms necessary to realize consistent, meaningful revenues ~~and profit has not been established~~ and ~~cannot be assured~~profit. For us to achieve success, our services must receive broad market acceptance by consumers. Without this market acceptance, we will not be able to generate sufficient revenue to continue our business operation, and our business may fail.

Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to generate revenues, manage development costs and expenses and compete successfully with our direct and indirect competitors.

Based on current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the development, marketing and provision of our services. As a result, we may not generate significant net income from operations in the future. Failure to generate significant net income from operations in the near future may cause us to reduce or cease activities.

Our company’s independent auditors have expressed substantial doubt about our ability to continue as a going concern.

We have incurred losses and during our short history we have been in a development phase without material revenues or operational cash flows. Additionally, we currently have limited viable funding sources to pay our on-going obligations. Next, we do not currently have, and do not expect to have, recurring revenue generating sources until we fully launch our advertising business while continuing to incur operating expenses. These factors, along with having no substantial firm funding commitments, result in substantial doubt about our ability to continue as a going concern. As such, our independent auditors included an explanatory paragraph regarding the substantial doubt about the ability to continue as a going concern. The financial statements contain additional note disclosures describing the circumstances that led to the inclusion of the explanatory paragraph.

~~We expect to generate a significant portion of our near-term revenues from advertising, and a reduction in spending by or loss of advertisers could seriously harm our business.~~14

In the ~~near~~second ~~term~~quarter ~~(the~~of ~~next~~2016, 12we expect to 18generate ~~months), we~~a ~~expect~~significant ~~nearly~~portion ~~all~~ of our ~~revenue~~near-term ~~will~~revenues ~~be generated~~ from ~~advertisers~~advertising. ~~Our~~A ~~advertisers~~reduction ~~can generally terminate their contracts with us at any time. Advertisers will not continue to do business with us if their investment~~ in ~~advertising~~spending ~~with~~from usour ~~does not generate~~advertisers ~~sales leads, and ultimately customers,~~ or iflosing wea dosubstantial ~~not~~number ~~deliver~~of ~~their advertisements in an appropriate and effective manner. If we are unable to remain competitive and provide value to~~ our advertisers, ~~they~~will ~~may~~seriously ~~stop~~harm ~~placing ads with us, which would adversely affect~~ our ~~revenues and~~ business.

9In the near term (the next 12 to 18 months), we expect nearly all of our revenue will be generated from advertisers. We expect to begin earning advertising revenue in the second/third quarter of 2016 through advertisements placed with our content and distribution partner simplyME Distribution. We anticipate that our ability to attract advertisers will be limited. Existing advertisers sourced by simplyME will not continue to do business with us, if their investment in advertising with us does not generate sales leads, and ultimately customers. They will also cease doing business with us if we or our distribution partners such as simplyME do not deliver their advertisements in an appropriate and effective manner. If we are unable to remain competitive and provide value to our advertisers, they may stop placing ads with us, which would adversely affect our revenues and business.

In addition, expenditures by advertisers ~~tend~~ tend to be cyclical, reflecting overall economic conditions, ~~and~~ budgeting and buying patterns. Adverse macroeconomic conditions can also have a material negative impact on the demand for advertising and cause our advertisers to reduce the amounts they spend on advertising, which could adversely affect our revenues and business.

We face intense competition. If we do do not continue to innovate and provide content and products that are ~~useful~~compelling to users, we may not remain competitive, and our ~~revenues~~ revenues and operating results could be adversely affected.

Our business is rapidly evolving and intensely competitive, and is subject to changing technologies, shifting user needs, and frequent introductions of new products and services. Our ability to compete successfully depends heavily on providing products and services that provide enjoyable experiences and entertain users. The competitive pressure to innovate encompasses providing a wider range of products and services and relevant and entertaining content that may not have been a part of previous core business plans.

We have many competitors in different industries, most of which have stronger ~~band~~brand recognition, longer operating histories, and significantly more financial resources. Our competitors can use their experience and resources in ways that could affect our competitive position, including by making acquisitions, investing aggressively in research and development, aggressively initiating intellectual property claims (whether or not meritorious) and competing aggressively for advertisers and consumers.

Our competitors are constantly developing ~~innovations~~ innovations content delivery, online advertising, and web-based products and services. The development of new, technologically advanced products is also a complex and uncertain process requiring high levels of innovation and investment, as well as the accurate ~~anticipation~~ anticipation of technology, market trends and consumer needs. As a result, we may not be able to compete on a timely basis, particularly ~~with~~ with competitors with greater financial resources and longer operating histories. If we are unable to provide quality ~~products~~content ~~and services,~~using ~~then~~effective ~~acceptance rates for our products~~ and ~~services~~engaging ~~could~~distribution ~~decline and affect consumer and advertiser perceptions of our brand. In addition~~methods, ~~these~~then ~~new~~we ~~products~~will ~~and~~have ~~services~~difficulty ~~may~~generating ~~present~~user ~~new~~engagement and ~~difficult technological and legal challenges~~ultimately, ~~and we may be subject~~advertising ~~to claims if users of these offerings experience service disruptions or failures or other issues~~revenue. Our operating results would also suffer if our innovations are not responsive to the needs of our users, advertisers, are not appropriately timed with market opportunities, or are not effectively brought to market. If our competitors are more successful than we are in developing compelling ~~products~~ content or in attracting and retaining users, advertisers, and content providers, our revenues and operating results could be adversely affected.

Our business depends on a strong ~~brand,~~ ~~and~~brand. ~~failing~~Failing to maintain and enhance our brand would hurt our ability to expand our base of users, advertisers, and other partners.

We are in the early stages of building a strong brand identity that will be critical to the success of our business. We believe that the importance of brand recognition remains crucial due to the relatively low barriers to entry in the internet market. Our brand may be negatively impacted by a number of factors, including data protection and security issues, service outages, and product malfunctions. Failure to increase, maintain, and continually enhance our brand, which likely will require us to incur significant, and potentially excessive, expenses will adversely affect our business in a material manner.

If we fail to attract users to our viewer and consumer base our ~~revenue~~revenues, financial results, and overall business ~~may~~will be significantly harmed.

Our user base size and our users’ ~~level~~ level of engagement are critical to our success. Our financial performance will be ~~significantly~~expressly determined by our success in adding, retaining and engaging active users. If we are unable to attract and publish engaging content, then our active user rate will decline, and we will be unable to attract advertising and ecommerce customers. If individual consumers across our target audience do not perceive our products to be compelling, useful, reliable and trustworthy, then we may not be able to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement. ~~There~~We ismay nonot ~~guarantee that we will~~ be able to expand our active user ~~base~~ base to the necessary levels needed to generate positive cash flows from operations. Consumer engagement patterns are constantly evolving and difficult to measure, and if we cannot provide a timely evolution of our brands, then our financial results will ~~severely~~be severely harmed. Any number of factors could potentially negatively affect user retention, growth and engagement, including if:

~~· users increasingly engage with other products or activities;~~15

· users increasingly engage with other products or activities; · we fail to introduce content and other video products that users find engaging; · consumer experience is diminished as a result of the decisions we make with respect to the frequency, prominence and size of ads that we display or the quality of the ads displayed; · we are unable to manage and prioritize information to ensure users are presented with content that is interesting, useful and relevant to them; · there are adverse changes in our products that are mandated by legislation, regulatory authorities or litigation, including settlements or consent decrees; or · technical or other problems prevent us from delivering our products in a rapid and reliable manner or otherwise affect the user experience, such as any failure to prevent spam or similar content.

· if we support ecommerce goods that are not favorably received;

· consumer experience is diminished as a result of the decisions we make with respect to the frequency, prominence and size of ads that we display or the quality of the ads displayed;

· user behavior on Facebook changes in ways that affect our business;

· we are unable to manage and prioritize information to ensure users are presented with content that is interesting, useful and relevant to them;

· there are adverse changes in our products that are mandated by legislation, regulatory authorities or litigation, including settlements or consent decrees; or

· technical or other problems prevent us from delivering our products in a rapid and reliable manner or otherwise affect the user experience, such as any failure to prevent spam or similar content.

Our new products and changes to existing products could fail to attract or retain users or generate revenue.

Our ability to retain, increase and engage our user base and to increase our revenue depends heavily on our ability to provide successful new product offerings, such as original television or other videos, both independently and/or in conjunction with developers or other third parties. Our product reviews ~~and~~ and introductions may include new and unproven products, including with which we have little or no prior experience. If new or ~~enhanced~~ enhanced products fail to engage users, developers or marketers, then we may fail to attract or retain users or to generate sufficient ~~revenue~~ revenue or operating margin, and our business may be adversely affected. ~~In the future, we may invest in new products and initiatives to generate revenue, but there is no guarantee these approaches will be successful.~~

We prioritize user growth and ~~engagement~~ultimately ~~and~~our ~~the~~ user’s experience over short-term financial results.

We ~~frequently~~sometimes make ~~product~~ decisions regarding our content and distribution methods that may reduce our short-term revenue or profitability if we believe that the decisions are consistent with our mission and benefit the aggregate user experience and will thereby improve our financial performance over the long term. For example, from time to time we may change the size, frequency or relative prominence of ads in order to improve ad quality and overall user experience. Similarly, from time to time we may adjust our content or websites to deliver the most relevant content to our users, which may adversely affect ~~the~~certain ~~distribution of~~advertisers ~~content of developers~~ and ~~advertising customers and~~ could reduce their incentive to ~~invest~~engage in their marketing efforts on ~~websites~~ our platforms and those of our brand partners. We also may introduce changes to existing content mixes to attract new targeted demographics that may direct previous users away from our sites. These decisions may not produce the long-term benefits that we expect, in which case our user growth and engagement, our relationships with developers and ~~advertising~~advertisers ~~customers~~ and our business and results of operations could be harmed.

Our dependence on a sole ~~vendors~~back-office technology partner subjects us to commercial risk.

Currently, all of our advertising sales, support, revenue generation and tracking and collections efforts are provided by one third party vendor~~. Additionally~~, ~~our ecommerce support and fulfillment operations are managed by one vendor~~Kaltura, ~~although separate from our advertising service provider~~Inc. If our relationship with ~~either~~this ~~of these~~ service ~~providers~~provider erodes or is harmed, that would likely result in the interruption of our business plan and likely will result in adverse impacts on our financial results and future performance~~; however, we have backup relationships that we believe would limit and mitigate our exposure to some degree~~.

AOur ~~variety~~dependence ofon ~~new~~a ~~and~~sole ~~existing U.S. and~~distribution ~~foreign~~partner ~~laws~~for ~~could~~current ~~subject~~advertisers subjects us to ~~claims~~commercial ~~or otherwise harm our business~~risk.

WeCurrently, ~~are~~all ~~subject~~of tothe ~~numerous~~advertisers ~~U.S.~~on ~~and foreign~~the ~~laws~~Zonzia ~~and~~channel ~~regulations~~are ~~covering~~sourced athrough ~~wide~~our ~~variety~~content ofsupplier ~~subject~~and ~~matters.~~distribution ~~New~~partner, ~~laws~~simplyME ~~and~~Distribution ~~regulations~~LLC, ~~(or~~with ~~new~~whom ~~interpretations~~we ~~of existing laws~~have ~~and~~a ~~regulations)~~revenue ~~also~~share ~~may~~arrangement. ~~impact~~Since ~~our~~the ~~business.~~contracts ~~The~~with ~~costs~~advertisers oflie ~~compliance~~ with ~~these~~simplyME ~~laws~~ and/or ~~regulations~~its ~~are~~advertising ~~high~~firm and ~~are~~we ~~likely to~~do ~~increase~~not inhave a ~~the~~direct ~~future.~~contractual ~~Any~~relationship ~~failure~~with onthese advertisers, our ~~part~~ability to ~~comply~~generate ~~with~~advertising ~~these~~revenue ~~laws~~would ~~and~~be ~~regulations~~adversely ~~can result~~ impacted in ~~negative~~the ~~publicity~~event ~~and diversion~~that ofour ~~management~~relationship ~~time~~with ~~and~~simplyME ~~effort~~erodes ~~and~~or ~~may~~is ~~subject us to significant liabilities and other penalties~~harmed.

~~Furthermore,~~A ~~many~~variety of ~~these~~new ~~laws were adopted before the advent of the internet~~ and ~~related~~existing technologies and, as a result, do not contemplate or address the unique issues of the internet and related technologies. The laws that do reference the internet are being interpreted by the courts, but their applicability and scope remain uncertain. For example, the laws relating to the liability of providers of online services are currently unsettled both within the U.S. laws ~~and~~could ~~abroad.~~subject ~~Claims may be filed against~~ us ~~under~~to ~~both U.S. and foreign laws for defamation, invasion of privacy and other tort~~ claims, ~~unlawful activity, patent, copyright and trademark infringement~~ or ~~other~~otherwise ~~theories~~harm ~~based on the nature and content of the materials searched and the ads posted by~~ our ~~users, our products and services or content generated by our users~~business.

InWe ~~addition,~~are ~~the~~subject ~~Digital~~to ~~Millennium~~numerous ~~Copyright Act~~U.S. ~~has~~laws ~~provisions~~and regulations ~~that~~covering ~~limit,~~a ~~but~~wide dovariety ~~not~~of ~~necessarily~~subject ~~eliminate,~~matters. ~~our~~New ~~liability~~laws ~~for~~and ~~listing~~regulations (or ~~linking~~new tointerpretations ~~third-party websites that include materials that infringe copyrights or other rights, so long as we comply with the statutory requirements~~ of ~~this~~existing ~~act.~~laws ~~Any~~and regulations) ~~future~~also ~~legislation impacting these safe harbors~~ may ~~adversely~~ impact ~~us.~~our ~~Various U~~business.S. ~~and~~The ~~international~~costs ~~laws restrict the distribution~~ of ~~materials~~compliance ~~considered~~with ~~harmful~~these tolaws ~~children~~ and ~~impose~~regulations ~~additional~~are ~~restrictions~~high onand ~~the~~are ~~ability~~likely ~~of online services~~ to ~~collect~~increase ~~information from~~in ~~minors~~the future. InAny ~~the~~failure ~~area~~on ofour ~~data~~part ~~protection,~~to ~~many~~comply ~~states~~with ~~have~~these ~~passed~~ laws ~~requiring~~and ~~notification~~regulations tocan ~~users~~result ~~when~~in ~~there~~negative ispublicity aand ~~security breach~~diversion ~~for~~of ~~personal~~management time ~~data, such as California’s Information Practices Act. We face similar risks~~ and ~~costs~~effort ~~as our products~~ and ~~services~~may ~~are~~subject ~~offered~~us into ~~international~~significant ~~markets~~liabilities and ~~may~~other ~~be subject to additional regulations~~penalties.

Furthermore, many of these laws were adopted before the advent of the internet and related technologies and, as a result, do not contemplate or address the unique issues of the internet and related technologies. The laws that do reference the internet are being interpreted by the courts, but their applicability and scope remain uncertain. For example, the laws relating to the liability of providers of online services are currently unsettled within the U.S. Claims may be filed against us under U.S. laws for defamation, invasion of privacy and other tort claims, unlawful activity, patent, copyright and trademark infringement or other theories based on the nature and content of the materials searched and the ads posted by our users, our products and services or content generated by our users.

In addition, the Digital Millennium Copyright Act has provisions that limit, but do not necessarily eliminate, our liability for listing or linking to third-party websites that include materials that infringe copyrights or other rights, so long as we comply with the statutory requirements of this act. Any future legislation impacting these safe harbors may adversely impact us. Various U.S. laws restrict the distribution of materials considered harmful to children and impose additional restrictions on the ability of online services to collect information from minors. In the area of data protection, many states have passed laws requiring notification to users when there is a security breach for personal data, such as California’s Information Practices Act.

We may be subject to legal liability associated with providing online services or content.

We will provide a wide variety of products that enable users to exchange information and will also allow product and service providers to advertise and engage in various online activities ~~both domestically and internationally~~. The law relating to the liability of providers of these online services and products for activities of their users is still somewhat unsettled ~~both within the U~~.S. ~~and internationally.~~ Claims may be threatened or brought against us for defamation, negligence, breaches of contract, copyright or trademark infringement, unfair competition, unlawful activity, tort, including personal injury, fraud or other theories based on the nature and content of information that we publish or to which we provide links or that may be posted online or generated by us or by third parties, including our users. In addition, we may be subject to domestic or international actions alleging that certain content we have generated or third-party content that we have made available within our services violates U.S. and non-U.S. law.

Interruption or failure of our information technology and communications systems could hurt our ability to effectively provide our products and services, which could damage our reputation and harm our operating results.

The availability of our products and services depends on the continuing operation of our information technology and communications systems. Our systems are vulnerable to damage or interruption from earthquakes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems.

The occurrence of a natural disaster could result in lengthy interruptions in our service. In addition, our products and services are highly technical and complex and may contain errors or vulnerabilities. Any errors or vulnerabilities in our products and services, or damage to or failure of our systems, could result in interruptions in our services, which could reduce our revenues and profits and damage our brand.

Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

Our operating results may fluctuate as a result of a number of factors, many outside of our control, and we have a short operating history. As a result, comparing our ~~operating~~ operating results on a period-to-period basis will take time as we build our history and may not be meaningful in any one particular period. As a result, you should not rely on our past results as an indication of our future performance. Our quarterly, year-to-date and annual revenues and expenses may differ significantly from our projected rates. Any of these events could cause our stock price to fall. Each of the risk factors listed in this section in addition to the following factors may affect our operating results:

· our ability to continue to attract users to our ~~websites~~distribution platforms; · our ability to monetize advertising revenue from distributed content; · revenue fluctuations caused by changes in property mix, platform mix and ~~satisfy~~geographical ~~existing~~mix; ~~users~~· the amount and timing of operating costs and expenses and capital expenditures related to the maintenance and expansion of our businesses, operations and infrastructure; · our focus on long-term goals over short-term results; · our ~~websites~~ability to keep our content platforms operational at a reasonable cost and without service interruptions; and · because our business is ever changing and evolving, and because of our lack of long standing historical operating results, predicting our future operating results is not reliable. In addition, advertising spending has historically been cyclical in nature, reflecting overall economic conditions, as well as budgeting and buying patterns.

~~· our ability to monetize traffic on our websites;~~17

· revenue fluctuations caused by changes in property mix, platform mix and geographical mix;

· the amount and timing of operating costs and expenses and capital expenditures related to the maintenance and expansion of our businesses, operations and infrastructure;

· our focus on long-term goals over short-term results;

· our ability to keep our websites operational at a reasonable cost and without service interruptions; and

· because our business is changing and evolving, and because of our lack of historical operating results, predicting our future operating results is not reliable. In addition, advertising spending has historically been cyclical in nature, reflecting overall economic conditions, as well as budgeting and buying patterns.

We rely on highly skilled personnel, and if we are unable to retain or motivate key personnel, hire qualified personnel or maintain our corporate culture, then we may not be able to grow effectively.

Our performance largely depends on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. Competition in our industry for qualified employees is intense. In addition, our compensation arrangements, such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing employees. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.

Claims that current or future technologies used in our products and services infringe or misappropriate the proprietary rights of others could adversely affect our ability to use those technologies and cause us to incur additional costs.

We could be subject to third party infringement claims if third parties challenge our use of a particular technology or proprietary information in our sites. Any litigation, regardless of its outcome, would likely result in the expenditure of significant financial resources and the diversion of management’s time and resources. In addition, litigation in which we are accused of infringement may cause negative publicity, adversely impact prospective customers and require us to develop non-infringing technology, make substantial payments to third parties or enter into royalty or license agreements, which may not be available on acceptable terms or at all.

We may acquire technologies or companies in the future, and such acquisitions could disrupt our business and dilute our stockholders’ interests.

We may acquire additional technologies or other companies in the future, and we cannot provide assurances that we will be able to successfully integrate their operations or that the cost savings we anticipate will be fully realized. Entering into an acquisition or investment entails many risks, any of which could materially harm our business, including:

· the diversion of management’s attention from other business concerns; · the failure to effectively assimilate the acquired technology, employees or other assets of the acquired company into our business; · the loss of key employees from either our current business or the acquired business; and · the assumption of significant liabilities of the acquired company.

·If we complete acquisitions, we may dilute the ~~failure~~ownership toof ~~effectively~~current ~~assimilate~~stockholders. In addition, achieving the ~~acquired~~expected ~~technology~~returns and cost savings from our past and future acquisitions will depend in part on our ability to integrate the products and services, ~~employees~~technologies, orresearch and development programs, operations, sales and marketing functions, finance, accounting and administrative functions and other ~~assets~~personnel of ~~the~~these businesses into our business in an efficient and effective manner. Any businesses that we acquire may not perform at anticipated levels. If we are unable to successfully integrate acquired ~~company~~businesses, ~~into~~then our ~~business;~~anticipated revenues may be lower, and our operational costs may be higher.

· the loss of key employees from either our current business or the acquired business; and

· the assumption of significant liabilities of the acquired company.

If we complete acquisitions, we may dilute the ownership of current stockholders. In addition, achieving the expected returns and cost savings from our past and future acquisitions will depend in part on our ability to integrate the products and services, technologies, research and development programs, operations, sales and marketing functions, finance, accounting and administrative functions and other personnel of these businesses into our business in an efficient and effective manner. We cannot ensure that we will be able to do so or that the acquired businesses will perform at anticipated levels. If we are unable to successfully integrate acquired businesses, then our anticipated revenues may be lower, and our operational costs may be higher.

Our strategy for growth may include joint ventures, strategic alliances and mergers and acquisitions, which could be difficult to manage.

The successful execution of our growth strategy will depend on many factors, including identifying suitable companies, negotiating acceptable terms, successfully consummating the corporate relationships and obtaining the required financing on acceptable terms. We may be exposed to risks that we may incorrectly assess new businesses and technologies. We could face difficulties and unexpected costs during and after the establishment of corporate relationships.

Acquisitions could be foreign acquisitions, which would add additional risks, including political, regulatory and economic risks, related to specific countries as well as currency risks.

Our insurance may not be sufficient.

We ~~will~~intend to carry insurance that we consider ~~adequate~~ adequate having regard to the nature of the risks of doing business and costs of coverage. We may not, however, be able to obtain ~~insurance~~ insurance against certain risks or for certain products or other resources located from time to time in certain areas of the world to the extent that we may be forced to rely on outside providers. Currently, we are not fully insured against all possible risks, ~~nor~~ nor are all such risks insurable. ~~Thus,~~Our ~~although we intend to maintain~~ insurance coverage, ~~such coverage~~ may not be adequate.

Some of our proprietary intellectual property is not protected by any patent or patent application, and, despite our precautions, it may be possible for third parties to obtain and use such intellectual property without authorization. 18

~~The~~We ~~steps~~do wenot ~~have~~own ~~taken~~all ~~and~~of ~~may take in~~ the intellectual ~~future~~property ~~may~~that ~~not~~is ~~prevent~~needed ~~misappropriation~~for use of our ~~solutions~~content orstorage ~~technologies,~~and ~~particularly~~distribution inplans, ~~respect of officers~~ and ~~employees~~thus ~~who are~~rely noon ~~longer~~contractual ~~employed~~rights byto ususe orcertain intellectual inproperty ~~foreign~~that ~~countries~~is ~~where~~needed ~~laws~~for ~~or law enforcement practices may not protect~~ our ~~proprietary~~content ~~rights as~~storage ~~fully~~and asdistribution ~~in the United States~~infrastructure.

WePursuant ~~may~~to ~~seek~~our agreement with Kaltura, Inc., we have the rights to ~~protect~~use all software developed for our ~~proprietary~~back-office infrastructure. However, we do not own all of the underlying intellectual property ~~through~~and ~~contracts~~thus, ~~including,~~rely ~~when~~on ~~possible,~~our ~~confidentiality~~contractual ~~agreements~~relationship ~~and~~for ~~inventors’~~our ~~rights~~ability ~~agreements with~~to ~~our~~use ~~customers~~certain ~~and~~intellectual ~~employees.~~property necessary to run our business.

We ~~intend~~may to seek to protect ~~proprietary~~ intellectual property inthrough ~~part~~contracts, byincluding, when possible, confidentiality agreements and, ~~if applicable,~~ inventors’ rights agreements with ~~strategic~~our business partners and employees~~, although such agreements have not been and may not be put in place in every instance~~. We cannot guarantee that these agreements will adequately protect our trade secrets and other intellectual property or proprietary rights. We cannot be sure that the parties that enter into such agreements with us will not breach them, that we will have adequate remedies for any breach or that such persons or institutions will not assert rights to intellectual property arising out of these relationships.

13We intend to seek to protect intellectual property, to the extent it is developed over time, in part by confidentiality agreements and, if applicable, inventors’ rights agreements with strategic partners and employees, although such agreements have not been and may not be put in place in every instance. These agreements may not adequately protect our trade secrets and other intellectual property or proprietary rights. There is also a risk that the parties that enter into such agreements with us may breach them, that we will not have adequate remedies for any breach or that such persons or institutions will assert rights to intellectual property arising out of these relationships.

Our failure to obtain or maintain the right to use certain intellectual property may negatively affect our business.

Our future success and competitive position ~~depends~~depend in part on our ability to obtain orand maintain ~~certain~~rights ~~proprietary~~with regard to certain intellectual property used in our solutions. This may be achieved, in part, by prosecuting claims against others who we believe are infringing our rights and by defending claims of of intellectual property infringement brought by others. While we are not currently engaged in any intellectual property litigation, in the future we may commence lawsuits against others if we believe that they have infringed our rights, or we may become subject to lawsuits alleging that we have infringed the intellectual property rights of others. For example, to the extent that we have previously incorporated third party technology and/or know-how into certain systems for which we do not have sufficient license rights, we could incur substantial litigation costs, be forced to pay substantial damages or royalties or even be forced to cease operations in the event that any owner of such technology or know-how were to challenge our subsequent installation of such system (and any progeny thereof). In addition, to the extent that we discover or have discovered third party patents that may be applicable to machines or systems in development, we may need to take steps to avoid claims of possible infringement, including obtaining non-infringement or invalidity opinions and, when necessary, re-designing or re-engineering machines and/or systems. However, we cannot assure you that these precautions will allow us to successfully avoid infringement claims. Our involvement in intellectual property litigation could result in significant expense to us, adversely affect the development of our waste remediation intellectual property and divert the efforts of our technical and management personnel, whether or not such litigation is resolved in our favor. In the event of an adverse outcome in any such litigation, we may, among other things, be required to:

· pay substantial damages; · cease the development, manufacture, use, sale or importation of machines or systems or components thereof that infringe on other patented intellectual property; · expend significant resources to develop or acquire non-infringing intellectual property; · discontinue processes or systems incorporating infringing technology; or · obtain licenses to the infringing intellectual property.

·Any ~~cease~~such ~~the~~ development, ~~manufacture,~~acquisition ~~use,~~or ~~sale~~license could orrequire ~~importation~~the expenditure of ~~machines~~substantial ortime ~~systems~~and orother ~~components~~resources ~~thereof~~and ~~that~~could ~~infringe~~have a material adverse effect on ~~other~~our ~~patented~~business, results ~~intellectual~~of ~~property;~~operations and financial condition.

· expend significant resources to develop or acquire non-infringing intellectual property;

· discontinue processes or systems incorporating infringing technology; or

· obtain licenses to the infringing intellectual property.

We cannot assure you that we would be successful in any such development or acquisition or that any such license would be available upon reasonable terms, if at all. Any such development, acquisition or license could require the expenditure of substantial time and other resources and could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to our Common Stock

Our executive officers and directors collectively have the power to control our management and operations, and have a significant majority in voting power on all matters submitted to the stockholders of the company.

Management and affiliates of our management currently beneficially own a majority of our outstanding common stock. Consequently, management has the ability to influence control of the operations of the Company and, acting together, will have the ability to influence or control substantially all matters submitted to stockholders for approval, including:

·	Election of our board of directors;

·	Removal of directors;

·	Amendment to the Company’s Articles of Incorporation or Bylaws; and

·	Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.

These stockholders have complete control over our affairs. Accordingly, this concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the Common Stock.

Our common stock has not been widely traded, and the price of our common stock may fluctuate substantially.

To date, there has been a limited public market for shares of our common stock, with limited trading. An active public trading market may not develop or, if developed, may not be sustained. The current market price of our common stock and any possible subsequent listing on the NASDAQ Market or other securities exchange, if and when we are successful in doing so, will be affected by a number of factors, including those discussed above.

Future sales of our common stock by existing stockholders could cause our stock price to decline.

If our existing stockholders sell substantial amounts of our common stock in the public market, then the market price of our common stock could decrease significantly. The perception in the public market that our stockholders might sell shares of common stock also could depress the market price of our common stock. There are approximately ~~208~~234 million shares of our common stock outstanding, of which approximately 2,055,833 shares are currently freely tradable. The balance of our shares currently contains certain restrictions on resale. We may in the future issue and register additional shares of our common stock that might be freely transferable at the time of such transaction.

A decline in the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities.

We do not expect to pay dividends in the foreseeable future, and any return on investment may be limited to the value of our common stock.

We do not anticipate paying dividends on our common stock in the foreseeable future. The payment of dividends on our common stock will depend on our earnings, financial condition, opportunities to invest in the growth of our business and other business and economic factors affecting us at such time as our Board of Directors may consider relevant. If we do not pay dividends, then our common stock may be less valuable because a return on investment will occur only if our stock price increases.

Our charter documents may discourage or prevent a change in control, even if an acquisition would be beneficial to our stockholders, which could adversely affect our stock price and prevent attempts by our stockholders to replace or remove our current management.

Our current articles of incorporation and bylaws, which will remain in effect after the effective date of this Report, contain provisions that could delay or prevent a change in control of our company or changes in our Board of Directors that our stockholders might consider favorable and limit the price that certain investors might be willing to pay in the future for our securities. Among other things, these provisions:

· Authorize the issuance of preferred stock that can be designated and issued by our Board of Directors without prior stockholder approval and with rights senior to those of our common stock. · Require advance written notice of stockholder proposals and director nominations to be considered at stockholders’ meetings.

· Require advance written notice of stockholder proposals and director nominations to be considered at stockholders’ meetings.

These and other provisions in our articles of incorporation and bylaws could make it more difficult for stockholders or potential acquirers to obtain control of our Board of Directors or to initiate actions that are opposed by our then current Board of Directors, including a merger, tender offer or proxy contest involving our company. Any delay or prevention of a change in control transaction or changes in our Board of Directors could cause the market price of our common stock to decline.

We are authorized to issue preferred stock, which could adversely affect the value of shares of our common stock.

Our articles of incorporation authorize us us to issue up to 2,000,000,000 shares of common stock and 200,000,000 shares of preferred stock, approximately 100,000,000 shares of which preferred shares are available for future issuance as of the date of this Report. Our Board of Directors could designate and issue preferred stock, in one or more series, the terms of which may be determined at the time of issuance by our Board of Directors, without further action by stockholders. Terms of preferred stock could include voting rights, including the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The designation of preferred stock could have a material adverse effect on the rights of holders of our common stock and therefore could reduce the value of shares of our common stock. In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell our assets to, a third party. The ability of our Board of Directors to issue preferred stock could have the effect of rendering more difficult, delaying, discouraging, preventing or rendering more costly an acquisition of our company or a change in control of our company, thereby preserving control of our company by current management.

The sale of our common stock to the Equity Purchasers may cause dilution, and the sale of the shares of common stock acquired by the Equity Purchasers, or the perception that such sales may occur, could cause the price of our common stock to fall.

On December 11, 2015, we entered into the Purchase Agreement with the Equity Purchaser. Pursuant the Purchase Agreements the Equity Purchaser has committed to purchase up to an aggregate of $2 million of our common stock. The per share purchase price for the shares that we may sell to the Equity Purchaser under the Purchase Agreement will fluctuate based on the price of our common stock, and will be equal to 70% of the lowest daily volume weighted average price of the common stock for the five consecutive trading days immediately following our request for the Equity Purchaser to purchase the shares. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall.

We generally have the right to control the timing and amount of any sales of our shares to the Equity Purchaser, except that, pursuant to the terms of the Purchase Agreement, we would be unable to sell shares to the Equity Purchaser if such purchase would result in an Equity Purchaser’s respective beneficial ownership equaling more than 9.99% of the outstanding common stock. The Equity Purchaser may ultimately purchase all, some or none of the shares of our common stock that may be sold pursuant to the Purchase Agreement and, after they have acquired shares, the Equity Purchaser may sell all, some or none of those shares. Therefore, sales to the Equity Purchaser by us could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to the Equity Purchaser, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

The Equity Purchasers will pay less than the then-prevailing market price for our common stock.

The common stock to be issued to the Equity Purchaser pursuant to the Purchase Agreement will be purchased at a thirty percent (30%) discount to the lowest daily volume weighted average price of the common stock for the five consecutive trading days immediately following our request for the Equity Purchaser to purchase the shares. The Equity Purchaser has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If the Equity Purchaser sells the shares, the price of our common stock could decrease. If our stock price decreases, the Equity Purchaser may have a further incentive to sell the shares of our common stock that it holds. These sales may have a further impact on our stock price.

Our common stock is deemed to be a “penny stock,” which may make it more difficult for investors to sell their shares due to suitability requirements.

Our common stock is deemed to be a “penny stock” as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This classification reduces the potential market for our common stock by reducing the number of potential investors. This would be detrimental to the development of active trading in our common stock and make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This also could cause our stock price to decline or impede any increase in price. Penny stocks are stocks:

· with a price of less than $4.00 per share; · that are not traded on a “recognized” national exchange; or · in issuers with net tangible assets less than $2 million (if the issuer has been in continuous operation for at least three years) or $10 million (if the issuer has been in continuous operation for less than three years), or with average revenues of less than $6 million for the last three years.

· that are not traded on a “recognized” national exchange; or

· in issuers with net tangible assets less than $2 million (if the issuer has been in continuous operation for at least three years) or $10 million (if the issuer has been in continuous operation for less than three years), or with average revenues of less than $6 million for the last three years.

Broker-dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker-dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor. Many broker-dealers will not offer penny stocks to their clients. Moreover, many investors are disinclined to purchase penny stocks.

If we raise additional funds through the issuance of equity or convertible debt securities, your ownership will be diluted.

If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership held by existing stockholders will be reduced, and new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. Furthermore, any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants, which may limit our operating flexibility with respect to certain business matters.

Grants of stock options and other rights to our employees may dilute your stock ownership.

We plan to attract and retain employees in part by offering stock options and other purchase rights for a significant number of shares of our common stock. We intend to grant stock options to certain officers and directors of our company. The issuance of shares of common stock pursuant to such stock options, and stock options issued in the future, will have the effect of reducing the percentage of ownership in our company of our then existing stockholders.

FINRA sales practice requirements also may limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Before recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

ITEM 2. DESCRIPTION OF PROPERTY

As of December 31, ~~2014~~2015, the Company did ~~not~~ not have any owned orproperty ~~leased~~but ~~property~~did lease its offices in Henderson, NV under a 1 year lease for under $500 per month commencing February 2016.

ITEM 3. LEGAL PROCEEDINGS

We have been named as defendants in a number of collection actions that we believe are the responsibility of HDIMAX, Inc. and related entities that are controlled by Rajinder Brar, the previous owner of HDIMAX, Inc. and related entities that we believe incurred the obligations prior to our merger transaction and were subsequently discharged in our Settlement Agreement effective January 22, 2015. A description of these proceedings is as follows:

Congoo, LLC v. HDIMAX Max Media, Inc. Civ. Action No. 3:15-cv-01423

The Plaintiff’s in the case provide online advertising opportunities for a fee. The Plaintiff alleges the Company owes them in excess of $422,000 based on an agreement, dated prior to our merger, with an entity controlled by our former Chairman and Chief Executive Officer. The plaintiff alleges that the entity with the prior agreement merged into our Company and changed the name. We are contesting the claim and ~~have~~ filed an an initial response on March 23, 2015. AsDiscovery and various motions are currently being conducted. Although we believe that ultimately we will be dismissed from the action, as of the date of this report wethere ~~are~~is ~~uncertain~~no asassurance toof ~~any~~a successful outcome.

From time to time, we are involved in lawsuits, claims, investigations and proceedings that arise in the ordinary course of business. There are no matters pending that we expect to have a material adverse impact on our business, results of operations, financial condition or cash flows.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

1622

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Information.

Our shares of common stock isare ~~quoted~~not ~~and~~traded on a national exchange; rather, they are traded on the OTCQB marketplace under the symbol “ZONX”. onAt January 14, 2016, the ~~OTC~~closing ~~pink~~bid ~~sheets~~price ~~(“OTC”).~~for ~~Throughout~~one ~~2014,~~share of our common stock was ~~traded~~$0.03. ~~under~~The following table sets forth, for the periods indicated, the ~~symbol~~high ~~“HMAX”~~and low trade prices for our common stock as reported on the on the OTCQB marketplace. During 2012 and ~~“IDGG”~~2013, our common stock did not trade above $0.01.

AsOn ofNovember ~~April 15~~12, ~~2015~~2014, ~~the~~we ~~closing~~completed ~~price~~a of1 for 44 reverse split of our common stock. ~~was~~The ~~less~~following ~~than~~reverse split adjusted table reflects the ~~par~~high ~~value~~and oflow $0quarterly quotations or traded prices.~~20.~~

There is a limited trading market for our common stock. There is no assurance that a regular trading market for our common stock will develop or if developed that it will be sustained.

Quarterly Period	High		Low

2016
First Quarter (to April 8, 2016)	$	0.19	$	0.03

2015
First Quarter	$	0.15	$	0.03
Second Quarter	$	0.22	$	0.10
Third Quarter	$	0.35	$	0.11
Fourth Quarter	$	0.45	$	0.06

2014
First Quarter	$	0.18	$	0.02
Second Quarter	$	0.66	$	0.05
Third Quarter	$	0.44	$	0.03
Fourth Quarter	$	0.93	$	0.07

OnTrading ~~November~~in ~~21,~~stocks ~~2014,~~quoted weon ~~completed~~the aOTCQB ~~44 for~~marketplace 1is ~~reverse~~often ~~split~~thin ofand ~~our~~is ~~common~~characterized ~~stock.~~by ~~The~~wide ~~following~~fluctuations ~~reverse~~in ~~split~~trading ~~adjusted~~prices ~~table~~due ~~reflects~~to ~~the~~many ~~high~~factors ~~and~~that ~~low~~may ~~quarterly~~have ~~quotations~~little to do with a company’s operations or ~~traded~~business ~~prices~~prospects. ~~(source:~~We ~~www~~cannot assure you that there will be a market for our common stock in the future.~~otcmarkets.com).~~

Quarterly Period	High		Low
2014
Fourth Quarter	$	0.93	$	0.07
Third Quarter	$	0.44	$	0.03
Second Quarter	$	0.66	$	0.05
First Quarter	$	0.18	$	0.02
2013
Fourth Quarter	$	0.06	$	0.02
Third Quarter	$	0.09	$	0.02
Second Quarter	$	0.03	$	0.02
First Quarter	$	0.03	$	0.02

Our transfer agent is Continental Stock Transfer & Trust Company with an office at 17 Battery Place, 8^th Floor, New York, New York 10004.

(b) Holders.

OnAt April 158, ~~2015~~2016, there were 1,~~065~~080 ~~holders~~stockholders of record of our company’s common stock. Company stockholders who hold their shares in electronic format in U.S. brokerage accounts are not deemed to be separate stockholders, as such shares are held of record by CEDE and Co., which is counted by our company’s transfer agent as a single stockholder of record. As of April 8, 2016, there were 249,169,122 shares of our company’s common stock issued and outstanding and no shares of our preferred stock issued and outstanding.

~~The~~During ~~Company~~the ~~has~~most recent fiscal year, we did not ~~paid~~declare or pay cash dividends. ~~There~~Our ~~are no~~company ~~plans~~does not intend to pay cash dividends on its common stock in the foreseeable future. We anticipate retaining earnings (if any) for investing in our business and increasing our working capital. We are not subject to restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent.

Recent Sales of Unregistered Securities

In November 2014 the Company issued 113,636 shares of restricted and unregistered common stock for consulting services valued at $45,454.

In November 2014 the Company issued 712,121,205 shares of restricted and unregistered common stock to effectuate the merger with HDIMAX, Inc. Subsequently, in January 2015, the 712,121,205 shares to complete the merger with HDIMAX, Inc. were cancelled as part of a Settlement Agreement resulting in the disposition of a majority of the previously acquired assets of HDIMAX, Inc.

In December 2014, the Company issued 375,733 shares of restricted and unregistered common stock for the settlement of discounted convertible notes and accrued interest totaling $123,463.

In January 2015 we issued 75,000 shares of restricted and unregistered common stock for consulting services valued at $25,000.

In January 2015 we issued 57,971 shares restricted and unregistered shares of common stock for cash totaling $10,000.

~~In January 2015 we issued a total of 145,200,000 shares of restricted and unregistered shares of common stock as compensation to our officers, directors, and other consultants valued at $54,054,409.~~23

We issued a Director 250,000 shares of restricted and unregistered shares of common stock for cash proceeds totaling $25,000 in January 2015.

In January 2015 we issued a total of 145,000,000 shares of restricted and unregistered shares of common stock as compensation to our officers, directors, and other consultants valued at $63,991,061.

In January 2015 we issued 5,000,000 shares of restricted and unregistered shares of common stock to a former employee of HDIMAX, Inc. valued at $1,900,000.

In January 2015, in accordance with the ~~terms~~ terms of our Settlement Agreement with our former Chairman and Chief Executive Officer, we cancelled 712,121,205 shares of ~~unregisters~~unregistered and restricted common stock. We recognized settlement expense, included in the general and administrative expenses in the accompanying statement of operations, totaling $107,901 and reversed the previously recognized accumulated deficit adjustment of $820,022 associated with the Settlement. Rajinder Brar received 3,000,000 shares of newly restricted common stock after the execution of the settlement agreement.

In February 2015 we issued 142,500 shares of restricted and unregistered common stock for accounting and legal services valued at $2021,~~000~~179.

In February 2015 we issued a total of 200,000 shares of restricted and unregistered shares of common stock as compensation directors valued at $38,348.

In February 2015 we issued 3,750,000 shares of restricted and unregistered common stock for consulting services valued at $719,021.

In February 2015 we issued 177,777 restricted and unregistered shares of common stock for cash totaling $32,800.

In February 2015 we issued 7,500,000 shares of restricted and unregistered common stock in settlement of previously accrued related party liabilities totaling $340,163.

In March 2015 we issued 100,000 restricted and unregistered shares of common stock for cash totaling $28,050.

In April 2015 we issued 440,000 shares of restricted and unregistered common stock in conjunction with the issuance of notes payable for total consideration of $64,770.

In April 2015 we issued 4,500,000 shares of restricted and unregistered common stock for consulting services valued at $927,054.

In April 2015 we issued a total of 5,000,000 shares of restricted and unregistered shares of common stock as compensation to our officers valued at $1,500,000.

In April 2015 we issued 25,445 shares of restricted and unregistered shares of common stock for cash totaling $5,000.

In May 2015 we issued a total of 3,200,000 shares of restricted and unregistered shares of common stock as compensation to our officers and directors valued at $968,000.

In May 2015 we issued 509,524 shares of restricted and unregistered common stock for consulting services valued at $112,621.

In May 2015 we issued 1,641,929 shares of restricted and unregistered shares of common stock for cash totaling $170,000.

In May 2015 we issued Warrants for the Purchase of 1,500,000 shares of restricted and unregistered shares of common stock as additional incentive for a $150,000 cash investment in the company that was part of the $170,000 in the previous footnote.

In May 2015 we issued 250,000 shares of restricted and unregistered shares of common stock for interest on outstanding notes and payables valued at $45,582.

In June 2015 we issued a total of 150,000 shares of restricted and unregistered shares of common stock as compensation to our officers and directors valued at $49,500.

In June 2015 we issued 250,000 shares of restricted and unregistered common stock for consulting services valued at $50,000.

In June 2015 we issued 476,915 shares of restricted and unregistered shares of common stock for cash totaling $85,000.

In July 2015 we issued 1,152,564 shares of restricted and unregistered shares of common stock for cash totaling $70,000.

In July 2015 we issued 150,000 shares of restricted and unregistered shares of common stock to a Director for services totaling $7,747.

In August 2015 we issued 50,000 shares of restricted and unregistered common stock for services valued at $3,364.

In September 2015 we issued 225,000 shares of restricted and unregistered common stock for services valued at $18,145.

In September 2015 we issued 31,058 shares of restricted and unregistered shares of common stock for interest on outstanding notes valued at $3,711.

In November 2015 we issued 191,327 shares of restricted and unregistered shares of common stock for cash totaling $15,000.

In December 2015 we issued 402,273 shares of restricted and unregistered common stock for services valued at $14,309.

In December 2015 we issued 4,500,000 shares of restricted and unregistered common stock as compensation valued at $141,250.

In January 2016 we issued a total of 2,500,000 shares of restricted and unregistered shares of common stock as compensation to our officers, valued at $142,250.

In January 2016 we issued 500,000 shares of restricted and unregistered shares of common stock for cash proceed of $15,000.

In February 2016, a convertible note holder converted $4,275 of principal for 250,000 shares of the Company’s common stock.

In February 2016, a convertible note holder converted $58,482, total principal and interest for 3,744,015 of the Company’s common stock.

In February 2016 we issued 75,000 shares of restricted and unregistered shares of common stock to a Director for services totaling $14,250.

In February 2016 we entered in a $50,000 web development services agreement that included the issuance of 603,449 shares of restricted and unregistered shares of common stock for website development services totaling $35,000.

In February 2016 we issued 100,000 shares of restricted and unregistered shares of common stock for consulting services totaling $5,690.

In February 2016 we issued 150,000 shares of restricted and unregistered shares of common stock for consulting services totaling $8,535.

In February 2016 we issued 35,000 shares of restricted and unregistered shares of common stock for consulting services totaling $1,992.

In February 2016 we issued 2,898,551 shares of restricted and unregistered shares of common stock for cash totaling $100,000.

In February 2016 we obtained a $250,000 promissory note with a 15% interest rate due on June 2016 and this transaction also included issuance of 100,000 shares of restricted and unregistered shares of common stock as in incentive totaling $5,800.

In February 2016 we issued 1,428,575 shares of restricted and unregistered shares of common stock as a $50,000 payment for a $209,000 balance owed to one of our service providers.

In February 2016 we issued 340,136 shares of restricted and unregistered shares of common stock for cash totaling $25,000.

In February 2016 we issued 136,054 shares of restricted and unregistered shares of common stock for cash totaling $10,000.

In March 2016, a convertible note holder converted $5,000 of principal and interest for 193,010 of the Company’s common stock.

In March 2016, a convertible note holder converted $9,000 of principal and $414 of interest for 570,560 shares of the Company’s common stock.

In March 2016, a convertible note holder converted $5,400 of principal for 300,000 shares of the Company’s common stock.

(d) Securities Authorized for Issuance under Equity Compensation Plans.

We have one equity compensation plan, our company’s 2007 Stock Option Plan. See “Executive Compensation—2007 Stock Option Plan.” Set forth in the table below are (a) the number of shares of our common stock to be issued upon the exercise of outstanding options, (b) the weighted-average exercise price of the outstanding options and (c) other than shares of our common stock to be issued upon the exercise of the outstanding options, the number of shares of our common stock remaining available for future issuance under our company’s 2007 Stock Option Plan as of December 31, 2015.

The following table summarizes certain information regarding our 2007 Stock Option Plan as of December 31, 2015.

Equity Compensation Plan Information

Prior to December 31, 2014, the Company issued options to both employees and non-employees under the 2007 Stock Option Plan of of Zonzia Media, Inc., formerly known as Indigo-Energy, Inc., which reserved 909,091 shares of common stock (originally 40,000,000 as adjusted for the reverse 44 for 1 stock split) pursuant to the issuance of stock options under the Plan. As of December 31, 2014 the Company had 568,182 shares of common stock subject to outstanding common stock options with a weighted average exercise price of $6.60. As of December 31, 2014, and the date of this report, 340,909 shares of common stock were available for future award grants under the 2007 Stock Option Plan.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
		(a)		(b)		(c)
Equity compensation plans approved by security holders		568,182	$	6.60		340,909
Equity compensation plans not approved by security holders		871,591	$	0.88		N/A
Total		1,439,773				340,909

In2007 ~~addition,~~Stock ~~the~~Option ~~Company issued warrants to employees and non-employees not reserved under a formal~~ Plan~~. As of December 31, 2014, and the date of this report, the Company had 871,591 warrants outstanding with a weighted average exercise price of $0.88.~~

~~The~~Before ~~following~~December ~~table~~31, ~~sets~~2011, ~~forth~~we ~~the~~issued options ~~number~~to ofboth ~~shares~~employees ofand non-employees under our 2007 Stock Option Plan, which reserved 909,091 shares of common stock ~~subject~~pursuant to the ~~outstanding~~issuance ~~common~~of stock options, ~~warrants~~under ~~and~~the ~~stock~~Plan. ~~rights~~As of December 31, ~~the~~2015, ~~weighted~~we ~~average exercise~~had ~~price~~568,182 shares of ~~outstanding~~common stock subject to outstanding common stock options, ~~warrants~~with ~~and~~a ~~stock~~weighted ~~rights,~~average ~~and~~exercise ~~the~~price ~~number~~of $6.60. As of December 31, 2015 340,909 shares ~~remaining~~of common stock were available for future award grants under ~~our~~the ~~equity~~2007 ~~compensation~~Stock ~~plans~~Option ~~as of December 31, 2014:~~Plan.

	Number of Securities to be Issued Upon Exercise of Outstanding Common Stock Options, Warrants	Weighted Average Exercise Price of Outstanding Common Stock Options, Warrants	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity plans approved by security holders	909,091	$6.60	340,909
Equity plans not approved by security holders	871,591	$0.88	–
Total	1,780,682		340,909

In addition, we issued warrants to employees and non-employees not reserved under a formal Plan. As of December 31, 2015, we had 3,000,000 warrants outstanding with a weighted average exercise price of $0.22. All numbers relating to the 2007 Stock Option Plan have been adjusted to reflect the retrospective application of our 1-for-44 reverse stock split effective November 12, 2014.

Issuer Purchases of Equity Securities

There were no issuer purchases of equity securities during ~~the~~ the year ended December 31, ~~2014~~2015.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-Looking Statements

You should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other financial data appearing elsewhere in this Annual Report.

Overview

On November 21, 2014, we completed the reverse acquisition of HDIMAX, Inc. As a result of the acquisition of HDIMAX, Inc., we became a digital publishing and broadcast company focused on delivering engaging and entertaining video content. On January 22, 2015 we entered into a Settlement Agreement and effectively disposed of the assets and associated licensing agreements we entered into with HDIMAX, Inc. and other brands controlled by the former owner HDIMAX, Inc. with the exception of the website www.hdimax.com. While we do not intend to further develop the website www.hdimax.com, our operations continue to consist of digital content development and distribution under our new name, Zonzia Media, Inc. which became effective March 9, 2015.

We completed the reverse acquisition of HDIMAX, Inc., a private operating company with an inception date in May 2014 during the year ended December 31, 2014. As a result, and in accordance with accounting principles generally accepted in the United States (“US GAAP”) and the rules and regulations as promulgated by the Securities and Exchange Commission (“SEC”), our financial statements are consolidated as of December 31, 2014 and reflective of the continuation of HDIMAX, Inc. (accounting acquirer and legal acquiree). Since the inception date of HDIMAX, Inc. is contained in the year ended December 31, 2014, no comparative financial information is presented in the Form 10-K for the period ended December 31, 2013.26

We completed the reverse acquisition of HDIMAX, Inc., a private operating company with an inception date in May 2014 during the period from inception to the year-ended December 31, 2014. As a result, and in accordance with accounting principles generally accepted in the United States (“US GAAP”) and the rules and regulations as promulgated by the Securities and Exchange Commission (“SEC”), our financial statements are consolidated as of December 31, 2014 and reflective of the continuation of HDIMAX, Inc. (accounting acquirer and legal acquiree). Since the inception date of HDIMAX, Inc. is contained in the year ended December 31, 2014, the comparative financial information presented in the Form 10-K is for the periods ended December 31, 2015 and from May 24, 2014, the date of inception to December 31, 2014.

Business

We strive to create meaningful ~~content~~and compelling content for users through strategy and innovation in the digital space. We believe that, by providing elegantly innovative, entertaining, and in some cases exclusive content and relevant product offerings, we will provide a unique internet based experience attractive to clients and consumers worldwide.

By developing brand awareness and correspondingly expanding our consumer base, we sell advertising space and provide third parties with an online marketplace to sell their products for which we collect a percentage of the selling price. We currently use third parties to manage all facets of our advertising programs, including customer generation, advertising operations and customer billing and collections functions.

We provide our clients and customers advertising and ecommerce opportunities through engaging consumers on our delivery platforms including our website, television channels, and mobile applications.

Results of Operations

~~The~~For ~~following~~the ~~discussion~~year ~~contains~~ended ~~forward-looking statements~~December ~~that reflect our plans~~31, ~~estimates~~ 2015 and ~~beliefs.~~for ~~Our~~the ~~actual~~period ~~results could differ materially~~ from ~~those~~May ~~discussed in the forward looking statements. Factors that could cause or contribute to such differences include~~24, ~~but~~2014 ~~are~~(inception) ~~not~~through ~~limited~~December to31, ~~those discussed below and elsewhere in this Report, particularly in the section entitled “Risk Factors”.~~2014:

The financial statements and dollar amounts included herein are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Since HDIMAX, Inc. was considered the ~~accounting~~ accounting acquirer and surviving entity upon completion of the merger transaction on November 21, 2014 and subsequently cancelled in January 2015, the following management’s discussion and analysis provides information and analysis associated with our ~~advertising~~ advertising and content development operations. Additionally, since the ~~inception~~year ~~date~~ended ofDecember ~~HDIMAX~~31, ~~was~~2014 ~~contained~~only inincludes ~~2014~~operations nosince ~~2013~~the ~~comparative~~inception date, May 24, 2014, a period of less than eight months, operational results ~~exist~~for ~~and~~the ~~correspondingly~~year ~~omitted~~ended December 31, 2015 are difficult to compare. ~~The~~In addition, the results of operations are not expected to be indicative of our future operations due to the Settlement Agreement with an effective date of January 22, 2015.

The following discussion of the financial condition and results of operations should be read together with the our audited financial statements for the period from inception on May 24, 2014 to December 31, 2014 included in this Annual Report on Form 10-K.

Revenue

During the period ~~ended~~from May 24, 2014 to December 31, 2014 we generated net revenue of $439. The amount recognized was based on a lower than market net cost per impression as dictated by our third party service provider arrangement. ~~Throughout~~For ~~2015~~the weyear ~~expect~~ended toDecember ~~launch~~31, ~~our~~2015, ~~subscription~~the ~~services~~Company ~~and~~generated ~~begin~~$0 ~~our advertising~~of ~~campaigns and other goods and services offerings~~revenue.

Sales and Marketing

We incurred total sales and marketing expenses of $610,676 and $1,006,012 during the period ended December 31, 2015 and from May 24, 2014. to December 31, 2014, respectively. The majority of these expenses consisted of payments to third party content developers, lead and internet impression generators, and other brand marketing expenses primarily paid on behalf onof our former website brand partners.

Officer Compensation

Officer compensation for period ended December 31, ~~2014~~2015 of $79,687,046 was the result of the issuance of the Company’s common stock. For the period from May 24, 2014 to December 31, 2014 the Company spent $23,295,167, iswhich was primarily the result of accruing compensation due under employment agreements that became effective upon the completion of the reverse acquisition of HDIMAX, Inc. Of the amount incurred for the period, $22,800,000 relates to the obligation to issue 60,000,000 shares of common stock to former officers and directors. Upon entry into the settlement ~~agreement~~ agreement with HDIMAX, Inc. and related entities on January 22, 2015, the compensation obligations were forgiven and no shares of common stock will be issued under the ~~previously~~former ~~effective~~ agreements. In addition, approximately $130,000 of incurred and accrued cash ~~based~~ based compensation recognized during the period ~~ended~~from May 24, 2014 to December 31, 2014 has been forgiven.

During the first quarter of 2015 we incurred significant stock based compensation in order to attract and retain individuals to serve in officer, director, and other consulting roles. In this regard, we issued a total of 145,200,000 shares of fully vested, restricted and unregistered shares of common stock to these individuals.27

Professional Fees

The Company incurred $1,951,773 and $729,411 of professional fees during the period ended December 31, 2015 and from the period May 24, 2014 to December 31, 2014, respectively. For December 31, 2015 the majority of the fees were incurred for audit and accounting fees of $186,154, consulting fees of $1,664,969, legal of $48,430 and loan expense of $34,000. The majority of these fees expended for the period from May 24, 2014 to December 31, 2014 were incurred for the preparation and completion of our reverse acquisition of HDIMAX, Inc. During the on-going ramp up of our principal business operations, through at least the first half of ~~2015~~2016, we expect to continue to incur significant legal, accounting, and other consulting fees associated with entering into material definitive contracts.

General & Administrative

Our general and administrative expenses ~~totaling~~ of $53534,~~565~~058 ~~for~~were primarily associated with various office and administrative expenses, as well as ongoing capital raising efforts. For the period ~~ended~~from May 24, 2014 to December 31, 2014 ~~were~~we expended $53,565 which was primarily associated with our on-going capital raising efforts and administrative costs associated with the completion of the HDIMAX, Inc. acquisition. Our general and administrative costs are expected to significantly fluctuate until we fully commence our planned principle business operations expected to occur in the second half of ~~2015~~2016.

Liquidity and Capital Resources

Working Capital

At December 31, ~~2014~~2015, we had a working capital deficit of approximately $23,~~236~~600,000, primarily due to professional service providers, officers and directors, and other related parties. ~~Our~~The working capital atdeficit includes convertible notes that will be settled via the issuance of shares of common stock if not fully repaid with cash prior to September 2016 and derivative liabilities associated with our previously outstanding options and warrants being reclassified from equity to liabilities during the period ended December 31, ~~2014~~2015. ~~was~~We do not ~~sufficient~~expect that we will be required to ~~meet~~settle any of our ~~operations,~~derivative ~~inclusive~~liabilities ofin ~~plans~~cash ~~for~~which ~~rapid~~at December 31, 2015 approximated $664,000. ~~growth~~Our working capital is not sufficient to meet our operations. Additionally, our ability to execute our content strategy and meet our day to day liquidity needs through the ~~first~~remainder ~~quarter~~ of ~~2015~~the year requires us to raise additional capital.

~~Accordingly,~~As part of our ~~plans~~Submission/Insertion ~~presented~~Order with Sonifi we are required to make payments, beginning in ~~this Report~~August 2015, ~~particularly~~at ~~under~~the ~~“Plan~~greater of ~~Operations” below~~$55,000 ~~are~~or ~~dependent~~fifty ~~upon~~percent (50%) of the of our ~~ability~~gross advertising sales (net of any ad agency commission) per month, subject to ~~raise~~a ~~significant~~$140,000 ~~capital~~monthly cap through August of in2016. During the ~~near~~second ~~term.~~and Ifthird years of the agreements with Sonifi we are ~~unsuccessful~~obligated into ~~generating~~pay ~~sufficient~~the ~~cash~~greater ~~through~~of ~~operations~~$70,000 or ~~raising~~fifty ~~additional~~percent (50%) ~~capital~~of ~~through means~~the ~~such~~Company’s asgross ~~debt~~advertising ~~issuances~~sales (net of any ad agency commission) per month subject to the same monthly cap, and ~~equity~~$110,000 ~~offerings~~per ormonth, ~~short-~~respectively. The agreement has an initial term ~~advances~~ending ~~from~~in ~~related~~June ~~parties~~2018, wesubject ~~will~~to beearlier termination rights in accordance with the agreement. As Part of our License Agreement with Sonifi we are required to ~~significantly~~make payments, beginning in August ~~reduce~~2015, ~~our~~of ~~operational~~twenty-two ~~efforts~~cents ~~and~~($0.22) ~~curtail~~per ~~our~~each ~~rapid~~guest ~~growth~~room ~~strategy~~in all participating properties subscribing to the service. ~~Further~~The agreement has an initial term ending July 31, as2017, ofsubject ~~the~~to ~~date~~earlier oftermination ~~this~~rights ~~Report~~in accordance with the agreement. Additionally, we doincurred ~~not~~non-refundable ~~have~~cash ~~any~~advance obligations totaling $480,000 during the year ended December 31, 2015 for certain content ~~firm~~currently ~~funding~~broadcast ~~commitment~~across our distribution platforms.

Our plans presented in this Report, particularly under “Plan of Operations” below, are dependent upon our ability to raise significant capital in the near term. If we are unsuccessful in generating sufficient cash through operations or raising additional capital through means such as debt issuances, equity offerings or short-term advances from related parties, we will be required to significantly reduce our operational efforts and curtail our rapid growth strategy. Further, as of the date of this Report we do not have any firm funding commitment.

Cash Flow

Cash Used in Operating Activities

Our cash used in operations, totaling ~~approximately~~ approximately $~~560~~785,000, primarily consisted of payments to service providers to prepare ~~for,~~and execute our Settlement Agreement with our former officers and ~~assist~~directors. inOur operational cash used significantly declined from the ~~completion~~period offrom May 24, ~~the~~2014 to December 31, 2014 ~~merger~~as ~~transaction~~a ~~and~~result toof ~~maintain~~significant, ~~relationships~~non-recurring, ~~with~~stock ~~image~~based ~~providers~~compensation ~~and~~of ~~content~~approximately ~~developers~~$78,234,785. For the near term, and under ~~informal~~ informal agreements, many of our services providers and related parties have agreed to defer payment until we increase our liquidity, ~~which~~ which resulted in off-sets to our net loss and cash used in operations totaling approximately $1785,~~230,~~000. Additionally, we recognized non-cash gains of approximately $~~23.6~~918,000 ~~million~~related into ~~stock~~the ~~based~~reversal of previously accrued compensation, adue ~~non-cash~~to ~~premium~~our ~~for~~former ~~the~~officers and ~~assumption~~an ofinternet ~~the~~marketing ~~net~~service ~~liabilities~~provider ofthat ~~HDIMAX~~we were released from during the period, partially off-set by the approximately ~~Inc.~~$108,000 ~~and~~expense ~~debt~~for ~~discount~~our ~~amortization~~Settlement Agreement. As noted above, we will require additional capital in order to monetize our content ~~strategy~~ strategy and overall plan of operations.

2028

Cash Provided by Financing Activities

~~All~~Cash ~~of our cash~~ for the period was provided by ~~short-term~~the issuance ~~notes~~of ~~payable~~4,073,928 ~~some~~shares of ~~which~~restricted ~~were convertible~~ and ~~converted~~unregistered ~~during~~shares ~~the~~of ~~period~~common ~~ended~~stock ~~December~~totaling 31$440,850, ~~2014.~~the ~~The~~issuance ~~proceeds~~of two promissory ~~from~~notes in the ~~notes~~amount ~~payable~~of $70,000, ~~including~~and ~~those~~the issuance of convertible ~~totaled~~promissory notes for gross proceeds of $~~560~~309,000.

Our ability to continue as a going concern for at least the next 12 months will depend on our ability to raise the money we require through equity or debt financing. ~~There~~Through the end of December 2015 we raised an additional $150,000 through the issuance of two additional convertible promissory notes. There is no assurance that we will be able to obtain further funds required for our continued operations or that additional financing will be available to us when needed or, if available, that it can be obtained on reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due, and we will be forced to scale down or perhaps even cease our operations. As of the date of this Report we do not have any firm funding commitment.

Plan of Operations

~~While~~Much ~~our~~of ~~officers~~the ~~have~~year ~~extensive~~ended ~~experience~~December in31, ~~digital publishing~~2015 was spent modifying our business model and ~~broadcasting,~~dissolving our ~~company~~business isrelationship with our former Chairman and Chief Executive Officer which initially culminated in the ~~early~~entry ~~stages~~into ofa ~~pursuing~~Settlement ~~our~~Agreement ~~mission~~on toJanuary ~~entertain~~22, a2015. ~~global~~Subsequent ~~audience~~to ~~through~~the ~~content~~Settlement ~~that~~Agreement, we ~~license~~spent orsignificant ~~produce~~amounts inof ~~fashion~~time &and ~~beauty,~~effort ~~sports,~~on ~~movies,~~administrative TVtasks ~~shows,~~such ~~comedy,~~as ~~music~~changing our Company name, ~~food~~assessing our on-going liabilities and ~~health~~operational plans, and ~~fitness~~maintaining our regulatory compliance. WeAn ~~believe our~~integral ~~business~~part ~~model~~of ~~and~~these ~~content~~activities ~~strategy~~was ~~gives~~to usattract and aretain ~~significant~~highly ~~opportunity~~experienced individuals to ~~deliver~~form ~~value~~our tomanagement ~~users~~team, ~~developers~~Board of Directors, and ~~marketers~~Advisory Board. We believe that ~~while~~we ~~realizing~~have ~~our~~successfully ~~monetization~~attracted ~~objectives~~and retained these individuals. ~~Keys~~Once toin ~~meeting~~place, our ~~objectives~~team ~~include,~~began ~~but~~the ~~are~~process ~~not~~of ~~limited~~rebranding ~~to:~~the Company into Zonzia Media and assessing the value of various content delivery platforms and developing the corresponding relationships with applicable service providers.

·Capital ~~A strong ad operation setup internally to sell across all of our content delivery platforms.~~Raising

·Since Alate ~~strong~~in ~~internet/external~~2014 through the date of this report, our Officers, Directors and other consultants and Advisory Board Members have devoted significant time and effort to raising the capital necessary to fully implement our principal business plans including securing content ~~strategy~~and building the required content delivery infrastructure. While we have received positive feedback from these efforts, we do not have any firm funding commitments as of the date of this report sufficient to fully implement our business strategies in the near term.

~~· Strong original digital television content.~~Distribution

·Through ~~Attracting~~our ~~popular~~distribution ~~licensed~~agreement ~~television~~with Sonifi Solutions our Zonzia Premiere channel is currently being distributed in hotel rooms across the US. In September 2015, as a 4-hour loop linear channel, Zonzia Premiere programming reported playing in 575,253 hotel rooms across the U.S. Using standard Nielsen and hotel occupancy metrics, this represents Zonzia content being available to an average monthly Audience Universe of approximately 28.4 Million hotel guests. Also in September 2015, Zonzia Premiere content in Free Video On Demand (VOD) was available in 878,628 hotel rooms across the US. Also in September 2015, as a 24/7 linear channel, Zonzia Premiere programming reported playing in 405,733 hotel rooms across the U.S.

·Through Aour ~~strong~~distribution ~~marketing~~agreement ~~strategy~~with simplyME toDistribution, ~~promote~~in ~~our~~September 2015 Zonzia content onin ~~social~~Free ~~media~~Video ~~and~~On ~~top~~Demand ~~consumer~~was ~~websites~~available in approximately 27 million households across the US.

~~Capital Raising Efforts~~Advertising

In September of 2015 Zonzia engaged Trifecta Media to sell advertising for all of our cable and hotel distributed content. Trifecta Media specializes in advertiser sales across a diverse spectrum of media platforms including cable and hotels. Trifecta’s advertising is anticipated to begin airing and contributing revenue in March 2016.

OTT Platform, Content Delivery and Storage

In September of 2015 Zonzia engaged Kaltura, a leading video technology company, to develop and power all of Zonzia’s OTT Video On Demand services.

Kaltura’s OTT software is one of the most advanced and comprehensive pay OTT solution on the market today. It includes advanced monetization, social and personalization features; innovative tools for improving user acquisition and retention; and multi-screen, multi-device support.

With Kaltura’s OTT monetization tools, Zonzia will be able to simultaneously deploy its unique mixture of advertising supported and subscriber based business models providing for maximum flexibility. These tools will support server-side and native ad insertion technology for Video On Demand and live content, in-app purchases, a range of payment options and even discounts for introducing friends. Kaltura’s Digital Rights Management (DRM) support will provide full content protection, while Kaltura’s monetization tools will be customized to Zonzia’s unique content distribution model and will be designed to deliver a seamless experience to our consumers across all devices.

By allowing each viewer in the household to set up an individual profile, Kaltura’s OTT software will deliver each viewer a personalized experience, which will increase Zonzia’s subscriber engagement. This will give us tremendous insight and understanding of our subscribers’ unique behavior allowing us to continually strengthen loyalty and maximize revenues.

Kaltura’s OTT software will provide a consistent cross-device experience which will allow our users to take their favorite Zonzia content wherever they go and intuitively interact between screens with TV control and synched second-screen metadata. The household “parent” account can decide which members of the household can access content on specific devices and can set VOD budgets per user.

Kaltura’s OTT software will give us the ability to boost viewer engagement, attract new subscribers and monetize content across multiple devices.

Content Development

In our hotel rooms and cable households we are currently distributing content which we licensed from our partner simplyME Distribution. Zonzia’s objective is to provide licensed content, original content and live content over all of our platforms. Under the direct supervision of our Officers we have made significant contacts within the industry and have had preliminary meetings with various entertainers, producers, and other content developers to provide a significant volume of video and other live streaming events pending the financial ability to acquire and develop our intended content library.

We recently signed an agreement with M Squared Entertainment to distribute its celebrity based show Behind The Velvet Rope across all of Zonzia’s platforms. Behind The Velvet Rope is currently being distributed through Zonzia’s hotel room and cable household distribution network. Behind The Velvet Rope, hosted by Arthur Kade, is the all-access entertainment destination which brings consumers up-close and personal with celebrities through red carpet and in-studio interviews. Each episode features prominent celebrities from the worlds of film, music, TV, fashion, sports, theater and publishing. Host Arthur Kade has interviewed some of the industry’s most revered and iconic names such as Meryl Streep, George Clooney and Leonardo DiCaprio.

Zonzia also recently signed an agreement with Ace Entertainment Inc. to distribute its jazz based series Studio Jams across all of Zonzia’s platforms. Studio Jams is an up-close and personal behind-the-scenes insider’s peek at the brilliant artistry encompassing the wondrous creation of jazz music. Each episode features a different group of esteemed jazz musicians gathered together in a recording studio to create new music, reminisce about old music and just have a great time. Many of these iconic artists are working together for the very first time. Studio Jams is also currently distributed worldwide on Voice of America, the official external radio and television broadcasting service of the U.S. federal government, reaching an estimated worldwide audience of 125 million people.

Critical Accounting Policies And Estimates

Embedded Conversion Features and Other Equity-linked Instruments

The Company classifies all of its common stock purchase warrants and options, embedded debt conversion features, and other derivative financial instruments as equity if the contracts (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) contracts that contain reset provisions. The Company assesses classification of its equity-linked instruments at each reporting date to determine whether a change in classification between equity and liabilities (assets) is required.

The Company accounts for variable conversion elements embedded in its convertible instruments that meet the definition of a derivative as liabilities. The variable conversion elements are re-measured at fair value with the changes in the value reported as a component of other income (expense) in the accompanying results of operations. The Company estimates the fair value of the variable conversion element using a Black-Scholes Merton Pricing model based on the variable number of additional shares of common stock the Company is required to issue upon conversion.

The derivative liabilities are measured at fair value using a Black Scholes Merton Pricing Model. The model is based on assumptions including quoted market prices and estimated volatility factors based on historical quoted market prices for the Company’s common stock, and are classified within Level 3 of the fair value hierarchy as established by US GAAP. Significant declines in the Company’s listed market exposes us to a requirement to issue significant numbers of shares of common stock that can be sold in the market which likely will result in further declines of the listed stock price and will likely have a detrimental impact on our ability to raise additional capital. Additionally, fluctuations in the volatility assumptions used in the Black Scholes model can result in material changes in the estimated fair value of our financial instruments.

There have not been any other material changes to the critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the period from May 24, 2014 to December 31, 2014.

Plan of Operations

While our officers have extensive experience in internet and channel content distribution, our company is in the early stages of pursuing our mission to entertain a global audience through content that we license, acquire, or we obtain through revenue share deals with content providers. Our primary targeted genres include movies, TV shows, comedy, music, sports, food, health and fitness. We believe our business model and content strategy gives us a significant opportunity to deliver value to users, developers and marketers while realizing our monetization objectives. Keys to meeting our objectives include, but are not limited to:

·	Establish multiple distribution channels for our content, each with an extensive reach to potential users.

·	Distribute high definition television content available through our content partner simplyME.

·	Attract popular licensed television content. This is a targeted objective of our Advisory Board.

·	Develop a strong ad operation setup to sell across all of our content delivery platforms, including through our distribution partner simplyME Distribution.

·	Execute on a solid marketing strategy to promote our content on social media and top consumer websites which is currently under construction via an agreement with software and technology provider Kaltura, Inc., with an initial roll-out projected for the second quarter 2016.

The chart below summarizes some of the Company’s targeted milestones and related timeframes with regard to its objectives to establish distribution platforms, license or develop content and secure advertisers.

Objective: Establish Distribution Platforms

Distribution Platform	Targeted Development Milestone	Targeted Timeframe
1. Cable Television Current Status: Launched with 30 programming hours, live in approximately 27 million households in the United States		Achieved
· Household Reach	Available in an additional 13 million households	Second quarter 2016
· Programming Hours	90 programming hours of content	Second quarter 2016

2. Hotel-in-room channel Current status: Launched with 4-hour loop linear channel under agreement with Sonifi, providing content to 545,000 hotel rooms; and launched with 24/7 linear channel under agreement with Sonifi, providing content to 405,733 hotel rooms; and launched VOD distribution under agreement with Sonifi providing content to approximately 882,00 hotel rooms		Achieved
· Hotel Room Reach	Expand to 900,000 hotel rooms via VOD	Second quarter 2016

3. Website: Zonzia.com Current status: site in initial stages, with substantive content offerings to come	Partial functions available, including VOD Complete website available, including original content	Second quarter 2016 Fourth quarter 2016

Objective: Content Development and Acquisition

Offering	Targeted Milestone	Targeted Timeframe
Linear Programming	Content provided through simplyME Original programming	Achieved Fourth quarter 2016
Zonzia Over-the-top Channel	Offer general content programming	Second quarter 2016
Video on Demand (VOD) and Subscription Video on Demand (SVOD)	Offer full length feature films, TV series, documentaries, live events and general programming	Fourth quarter 2016

Objective: Secure Advertisers across All Distribution Platforms

Platform		Targeted Timeframe
Cable television		First quarter 2016
Hotel-in-room channel		Second quarter 2016
Zonzia.com and original content		Third and Fourth quarters 2016

Objective: Secure Capital to Fund Development

The timing and successful execution of our overall business strategy is dependent upon our current ability to raise additional capital at terms favorable to us. Our officers and directors have spent significant time and effort cultivating relationships with individuals and entities that may be interested in investing in our Company.

Since late in 2014 through the date of this report, our Officers, Directors and other consultants and Advisory Board Members have devoted significant time and effort to raising the capital necessary to fully implement our principal business plans including securing content and building the required content delivery infrastructure. While we have received positive feedback from these efforts and much preliminary interest from potential debt and/or equity investors, we do not have any firm funding commitments as of the date of this report sufficient to fully implement our business strategies in the near term.

Launch Strategy

Our content and platform launch strategy is to produce and acquire compelling content that creates a connection with our targeted audience across desired platforms. If we are successful in our capital raising efforts, we intend to be ~~fully~~ operating on all of our delivery platforms and subscription services in the fourth quarter of ~~2015~~2016.

The overall objective is to drive significant viewers to engage in the offerings of our ~~video~~Video-On-Demand ~~on demand~~ and ~~over~~Over-The-Top ~~the top~~ Channel. We intend to engage in an aggressive business to business public relations drive to rapidly evolve a marketplace for our viewers, clients, and consumers. ~~We have also begun forming relationship and partnerships with several large television and wireless providers that will provide us basic access to several million households nationwide.~~

Develop High Quality and Entertaining Content to Increase User Engagement

We ~~expect~~anticipate toaggressively ~~begin~~pursuing ~~spending approximately~~content ~~$5,000,000~~acquisitions ~~dollars~~and onas ~~the production of~~ a ~~series~~result ofwe ~~originally~~believe ~~created~~that ~~and~~a ~~exclusively~~portion ~~available half-hour long comedy, dramatic and romance television shows by the end~~ of ~~the fourth quarter of 2015. Additionally, some of~~ our potential licensing partners will require non-refundable, prepaid royalty payments in order to present their content on our distribution platforms. The majority of the costs incurred with this type of third party content development are paid through revenue sharing arrangements in which the vendors receive a percentage of the impression revenue from our advertising basis. We intend to prioritize product development investments that we believe will drive user engagement. One of our critical, near-term uses of funds is to significantly improve and expand our content library and unique offerings. Our expenditures likely will include, at least partially, up-front payments to movie and live event producers and/or promoters. Key to increasing our content offerings is our ability to analyze and organize vast amounts of information in real time to enable us to select the unique content that we believe will be most ~~interesting~~compelling to ~~show~~each toindividual ~~each~~ user. We are focused on providing entertaining content and other products to increase engagement, representing a core part of our strategy to maximize our long-term business performance.

2132

Marketing and Business Development

~~As at~~During the period ending December 31, ~~2014,~~ 2015 we ~~had~~incurred ~~spent~~total expenses of over $1610,~~000,000~~676 on sales and marketing expenses, reflecting our commitment to invest to improve ~~our~~ our ad products in order to attract more customers to work with us, to create more value for marketers and to enhance marketers’ ability to make their advertising more relevant for users. Our advertising strategy centers on the belief that, with ad products that are relevant, well-targeted, social and well-integrated with our content offerings, we can enhance the user experience while providing an attractive return for marketers. We expect to continue to spend significantly in order to grow our brand awareness, develop relevant ecommerce partner relationships and increase advertising value.

Attract and Retain Highly Talented Management and Professional Consultants

The technology industry is highly competitive and heavily dependent upon attracting and maintaining innovative and experienced individuals. We are heavily dependent on our officer group, and loss of the services of these officers could have a material impact on our ability to implement our business plan.

Based on our value based approach, we seek to engage legal, accounting and other management consulting professionals upon the completion of extensive due diligence processes accounting for experience level, customer satisfaction and cost comparisons.

~~Build~~Content ~~Infrastructure~~Storage ~~to Provide Robust~~ and ~~Reliable Product Experience While Protecting Our Intellectual Property, Building and Maintaining User Trust, and Protect User Privacy~~Delivery

We ~~are~~engaged ~~investing~~Kaltura, inInc. ~~software~~to ~~and~~build ~~hardware~~ the infrastructure to ~~that~~store ~~enables~~our usanticipated tocontent ~~provide~~library on a ~~unique,~~cloud ~~personalized~~based ~~experience~~server; toprovide ~~each~~necessary ofdisplay ~~our~~setting ~~users~~conversions ~~around~~allowing the ~~world.~~content to Webe ~~believe~~viewed ~~the speed~~on multiple devices including mobile phones, tablets, and ~~reliability~~televisions ofas well as in high definition; and allow for direct delivery to our ~~products~~strategic ~~are~~content ~~important~~delivery ~~competitive~~interface ~~advantages~~partners who ultimately provide the material to our targeted viewers.

~~Trust~~Our istechnology apartner ~~cornerstone~~Kaltura, ~~of our business~~Inc. has Webegun ~~dedicate~~building ~~significant~~the ~~resources~~platforms tothat ~~the~~will ~~goal~~allow ofus ~~building~~to ~~user~~distribute ~~trust~~our ~~through~~content ~~developing~~securely ~~and~~in ~~implementing~~variety ~~programs~~manners ~~designed~~including ~~to protect~~Video-On-Demand, ~~user~~mobile ~~privacy~~devices, ~~promote a safe environment~~ and ~~assure~~other ~~the~~devices ~~security~~with ofinternet ~~user data~~capability. ~~The~~Through ~~resources~~our wecontent ~~dedicate~~partner tosimplyME ~~this~~Distribution ~~goal~~LLC ~~include~~and ~~engineers,~~our Channel ~~analysts,~~Distribution ~~lawyers,~~Agreement ~~policy~~with ~~experts and operations specialists~~them, aswe ~~well~~presently ashave ~~hardware~~access ~~and~~to ~~software~~a ~~from~~mobile ~~leading~~portal ~~vendors~~provide ~~and~~via ~~solutions we~~a ~~have~~digital ~~designed~~app ~~and~~with ~~built~~Flipps.com.

WeContent continue to build new procedural safeguards as part of our comprehensive privacy program. These include a dedicated team of privacy professionals who are involved in new product and feature development from design through launch; ongoing review and monitoring of the way data is handled by existing features and applications; and rigorous data security practices. We regularly work with online privacy and safety experts and regulators around the world to ensure compliance with the law and adherence to industry best practices.Development

WeInitially, ~~invest~~we inare ~~technology,~~distributing ~~processes and~~content ~~people~~that aswe ~~part~~license offrom our ~~commitment~~partner tosimplyME ~~safeguarding~~Distribution ~~our~~across ~~users’~~two ~~information.~~platforms: ~~We use a variety of techniques to protect~~ the ~~data that~~cable ~~we are entrusted with,~~ and wehotel ~~rely on multiple layers of~~ network ~~segregation~~platforms. ~~using~~The ~~firewalls~~Company’s objective is to ~~protect~~provide ~~against~~its ~~attacks~~own ~~or unauthorized~~content ~~access.~~for Wedistribution ~~also~~as ~~employ~~it ~~proprietary~~is ~~technologies~~developed toand ~~protect~~acquired ~~our~~over ~~users~~time. ~~For~~Under ~~example,~~the ifdirect ~~we suspect that a user’s~~supervision ~~account~~of ~~may~~our ~~have~~Officers ~~been compromised,~~ we ~~may~~have ~~use~~made asignificant ~~process~~contacts ~~that~~within wethe ~~refer~~industry toand ashave ~~“social~~had ~~authentication”~~preliminary tomeetings ~~validate~~with ~~that~~various entertainers, ~~the~~producers, ~~person~~and ~~accessing~~other ~~the~~content ~~account~~developers isto ~~the~~provide ~~actual~~a ~~account~~significant ~~holder.~~volume ~~The~~of ~~process~~video ofand ~~social~~other ~~authentication~~live ~~may~~streaming ~~include~~events ~~asking~~pending the ~~person~~financial ~~accessing~~ability ~~the account~~ to ~~identify~~acquire ~~photos~~and ofdevelop ~~the~~our ~~account~~intended ~~holder’s~~content ~~friends~~library. ~~Our third party security consultants actively scan for security vulnerabilities using commercial tools, penetration tests, code security reviews and internal and external audits.~~

WeBrand will invest extensively in advertising technology capable of serving billions of ad impressions every day while maximizing the relevance of each impression to selected users based on the information that users have chosen to share. Our system manages our entire set of ads, the selected audiences and the marketers’ bids to determine which ads to show each person and how to display them for every page on Facebook. We use an advanced user action prediction system that weighs many real-time updated features using automated learning techniques. Our technology incorporates the estimated user action rate with both the marketer’s bid and a user relevancy signal to select what we believe to be the optimal ads to show.Awareness

Through our officers and other relationships within in the industry we have begun a social media brand awareness campaign designed to attract consumers to our content delivery platforms.

Recent Activities

Subsequent to the Settlement Agreement with our former CEO in January 2015, we have spent significant amounts of time and effort attracting and retaining highly experienced individuals to form our management team, Board of Directors, and Advisory Board. We believe that we have successfully attracted and retained these individuals. Once in place, our team began the process of rebranding the Company into Zonzia Media and assessing the value of various content delivery platforms and developing the corresponding relationships with applicable service providers.

Off Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements.

~~Critical Accounting Policies and Estimates~~33

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America and have been presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These accounting principles require management to use estimates, judgments and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and revenues and expenses during the reporting period.

Stock Based Compensation

We have on occasion issued equity and equity linked instruments to employees and non-employees in lieu of cash for the receipt of goods and services and, in certain circumstances the settlement of short-term loan arrangements. The applicable GAAP establishes that share-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

In these transactions, the Company issues unregistered and restricted equity instruments.

While the Company ~~currently~~believes ~~has~~that its shareholders ~~2,055,833~~currently have approximately 12 million shares of freely-traded stock with a quoted market price (a Level 1input within the GAAP hierarchy), the fair value of the unregistered and restricted shares issued in compensation transactions with non-employees as valued by the quoted market price does not reflect the economic substance of the transactions and does not represent the Company’s ~~principal~~ principal market, correspondingly, the quoted market price is not the most reliably measurable fair value. This determination was ~~based~~ based upon the liquidity restrictions placed upon our unregistered restricted equity instruments along with the quoted market not being the most active or principal trading market.

When unregistered common shares are issued for the settlement of short-term financing arrangements, the reacquisition price of the extinguished financing arrangement is determined by the value of the debt which is more clearly evident, and no additional inducement expense is recognized.

In situations in which we issue unregistered restricted common shares in exchange for goods and services, and the value of the goods and services are not the most reliably measurable, we recognize the fair value of the unregistered restricted equity instruments based on the value of similar instruments issued in private placements in exchange for cash in the most recent transactions (a Level 2 input within the GAAP hierarchy). The Company has determined this methodology reflects the risk adjusted fair value of our unregistered restricted equity instruments using a commercially reasonable valuation technique within the most active market.

~~Off~~Quantitative ~~Balance~~and ~~Sheet~~Qualitative ~~Arrangements~~Disclosures about Market Risk

~~The~~Under ~~Company~~the ~~did~~scaled ~~not~~disclosure ~~have~~requirements applicable ~~any~~to ~~off~~smaller ~~balance~~reporting ~~sheet arrangements~~companies (as defined in Item 10(f)(1) of Regulation S-K), we are not required to report quantitative and ~~for~~qualitative ~~the~~disclosures ~~year~~about ~~ended~~market ~~December~~risk ~~31,~~specified ~~2014~~in Item 305 of Regulation S-K.

ITEM 8. FINANCIAL STATEMENTS.

FINANCIAL STATEMENT TABLE OF CONTENT

Report of Independent Registered Public Accounting Firm	~~F-1~~	35
Consolidated Balance Sheets	F-2
Report of Independent Registered Public Accounting Firm		36
Consolidated Statements of Operations	F-3
Balance Sheets		37
Consolidated Statements of Stockholders’ Deficit	F-4
Statements of Operations		38
Consolidated Statements of Cash Flows	F-5
Statements of Stockholders’ Equity (Deficit)		39
Notes to Consolidated Financial Statements	F-6
Statements of Cash Flows		40
Notes to Financial Statements		41

2434

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Zonzia Media, Inc.

We have audited the accompanying balance sheets of Zonzia Media, Inc. as of December 31, 2015, and the related statements of operations, stockholders’ equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Zonzia Media, Inc. as of December 31, 2015, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no source of recurring revenue; negative working capital; and has suffered recurring losses from operations; which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ WSRP, LLC

WSRP, LLC

Salt Lake City, Utah

April 12, 2016

Report of Independent Registered Public Accounting Firm

To the Board of Directors

Zonzia Media, Inc. (formerly HDIMAX Media, Inc. and Indigo-Energy, Inc.)

Henderson, NV

We have audited the accompanying consolidated balance sheet of Zonzia Media, Inc. (formerly HDIMAX Media, Inc. and Indigo- Energy, Inc.) as of December 31, 2014 and the related consolidated statement of operations, stockholders’ deficit and cash flows for the period from May 24, 2014 to December 31, 2014. These consolidated financial statements are the responsibility of Zonzia Media, Inc.’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Zonzia Media, Inc. (formerly HDIMAX Media, Inc. and Indigo-Energy, Inc.), as of December 31, 2014 and the results of their operations and their cash flows for the period from May 24, 2014 to December 31, 2014 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 32 to the financial statements, the Company has no source of recurring revenue; negative working capital; and has suffered recurring losses from operations; which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 32. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Haynie & Company P.C.

Haynie & Company, P.C.

Salt Lake City, Utah

April 15, 2015

~~F-1~~36

ZONZIA MEDIA, INC.

(formerly HDIMAX ~~Media~~Max, Inc. and Indigo-Energy, Inc.)

~~CONSOLIDATED~~ BALANCE ~~SHEET~~SHEETS

ASSETS
	December 31, 2015			December 31, 2014
	December 31, 2014
ASSETS
Current Assets
Cash	$	~~208~~6		$	208
Total assets	$	208
Licensed content		443,077			–
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Total current assets		443,083			208
Current Liabilities
Other Assets
Accounts payable	$	710,769
Other assets		6,000			–
Accrued expenses		690,247
Total assets	$	449,083		$	208
Related party accounts payable		340,163
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accrued compensation		495,167
Current Liabilities
Total current liabilities		2,236,346
Accounts payable	$	1,625,535		$	710,769
Stockholders' Equity (Deficit)
Accrued expenses		480,000			690,247
Preferred stock, $0.001 par value, 200,000,000 shares authorized and none issued and outstanding at December 31, 2014
Related party accounts payable		–			340,163
Common stock, $0.001 par value, 2,000,000,000 shares authorized and 758,065,119 shares issued and outstanding at December 31, 2014	$	758,065
Accrued compensation		858,796			495,167
Additional paid in capital		22,923,087
Accrued interest		9,601			–
Accumulated deficit		(25,917,290	)
Convertible promissory notes payable, net of discounts		378,705			–
Total stockholders' equity (deficit)		(2,236,138	)
Promissory notes payable		35,000			–
Total liabilities and stockholders' equity (deficit)	$	208
Derivative liability		664,426			–
Total current liabilities		4,052,063			2,236,346
Stockholders' Equity (Deficit)
Preferred stock, $0.001 par value, 200,000,000 shares authorized and none issued and outstanding at December 31, 2015 and 2014		–			–
Common stock, $0.001 par value, 2,000,000,000 shares authorized and 234,343,197 and 758,065,119 shares issued and outstanding at December 31, 2015 and 2014, respectively		234,344			758,065
Additional paid-in capital		104,430,107			22,923,087
Accumulated deficit		(108,267,431	)		(25,917,290	)
Total stockholders' equity (deficit)		(3,602,980	)		(2,236,138	)
Total liabilities and stockholders' equity (deficit)	$	449,083		$	208

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

~~F-2~~37

ZONZIA MEDIA, INC.

(formerly HDIMAX Media, Inc. and Indigo-Energy, Inc.)

~~STATEMENT~~ STATEMENTS OF OPERATIONS

	For the Period from Inception on May 24, 2014 to December 31, 2014
	For the Year-Ended December 31, 2015			For the Period from Inception on May 24, 2014 to December 31, 2014
Revenue
Net revenue	$	~~439~~–		$	439
Expenses
General and administrative		53534,~~565~~058			53,565
Sales and marketing		1610,~~006,102~~676			1,006,102
Officer compensation		2379,~~295~~687,~~167~~046			23,295,167
Professional fees		~~729~~1,~~411~~951,773			729,411
Total operating expenses		2582,~~084~~783,~~245~~553			25,084,245
Gain (loss) from operations		(25,083,806	)
Loss from operations		(82,783,553	)		(25,083,806	)
Other income (expense)
Interest expense		(13,462	)
Gain on change in fair value of derivatives		22,510			–
Total other expenses		(13,462	)
Interest expense		(409,120	)		(13,462	)
Net loss	$	(25,097,268	)
Total other income (expense)		(386,610	)		(13,462	)
Net loss per share - basic and diluted	$	(0.14	)
Net loss	$	(83,170,163	)	$	(25,097,268	)
Weighted average shares outstanding		185,663,218
Net loss per share - basic and diluted	$	(0.33	)	$	(0.14	)
Weighted average shares outstanding		252,185,672			185,663,218

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

~~F-3~~38

ZONZIA MEDIA, INC.

(formerly HDIMAX Media, Inc. and Indigo-Energy, Inc.)

~~STATEMENT~~STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

	Common Stock						~~Paid~~Additional Paid-in			Accumulated			~~Total Equity~~
	Shares			Amount			Capital			Deficit			~~(deficit)~~Total
Balance, Inception May 24, 2014		–		$	–		$	488		$	–		$	488
Issuance of founder's shares in May 2014		48,500,000			48			(48	)		–			–
Cancellation of founder's shares related to reverse capitalization in November 2014		(48,500,000	)		(48	)		47			–			(1	)
Reverse capitalization in November 2014		757,689,386			757,689			(488	)		(820,022	)		(62,821	)
Reverse capitalization of November 2014		757,689,386			757,689			(488	)		(820,022	)		(62,821	)
Common stock issued for debt settlement in December 2014		375,733			376			123,088			–			123,464
Stock based compensation		–			–			22,800,000			–			22,800,000
Net loss		–			–			–			(25,097,268	)		(25,097,268	)
Balance December 31, 2014		758,065,119		$	758,065		$	22,923,087		$	(25,917,290	)	$	(2,236,138	)
Balance, December 31, 2014		758,065,119		$	758,065		$	22,923,087		$	(25,917,290	)	$	(2,236,138	)
Settlement agreement with former Officers and Directors		(709,121,205	)		(709,121	)		162,000			820,022			272,901
Stock-based compensation		162,367,500			162,368			77,261,273			–			77,423,641
Stock issued for services		5,736,797			5,737			1,412,235			–			1,417,972
Common stock issued for cash		4,073,928			4,074			436,776			–			440,850
Common stock issued for employee agreement termination		5,000,000			5,000			1,895,000			–			1,900,000
Common stock issued for settlement of related party payables		7,500,000			7,500			332,663			–			340,163
Common stock issued in lieu of interest		721,058			721			111,246			–			111,967
Related party debt forgiveness		–			–			388,988			–			388,988
Reclassification of options and warrants to liability		–			–			(493,161	)		–			(493,161	)
Net loss		–			–			–			(83,170,163	)		(83,170,163	)
Balance, December 31, 2015		234,343,197		$	234,344		$	104,430,107		$	(108,267,431	)	$	(3,602,980	)

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

~~F-4~~39

ZONZIA MEDIA, INC.

(formerly HDIMAX Media, Inc. and Indigo-Energy, Inc.)

~~STATEMENT~~ STATEMENTS OF CASH FLOWS

	For the Period from Inception on May 24, 2014 to December 31, 2014
	For the Year-Ended December 31, 2015			For the Period from Inception on May 24, 2014 to December 31, 2014
Cash Flows from Operating Activities
Net loss	$	(2583,~~097~~170,~~268~~163	)	$	(25,097,268	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation		2278,~~800~~234,~~000~~785			22,800,000
Debt discount and deferred issuance cost amortization		12,560
Common stock issued in lieu of interest		111,967			–
Change in accounts payable		460,530
Loss on change in fair value of derivatives		22,510			–
Change in accrued expenses		496,754
Debt discount and deferred issuance cost amortization		–			12,560
Change in related party accounts payable		272,465
Debt discount accretion		69,205			–
Change in accrued payroll		495,167
Stock issued for services		3,317,972			–
Net cash used in operating activities		(559,792	)
Changes in assets and liabilities
Cash Flows from Financing Activities
Licensed content		(443,077	)		–
Proceeds from related party notes payable		560,000
Other assets		(6,000	)		–
Net cash provided by financing activities		560,000
Accounts payable		914,766			460,530
Net increase in cash and cash equivalents		208
Accrued expenses		(210,247	)		496,754
Cash and cash equivalents at beginning of the period		–
Related party accounts payable		–			272,465
Cash and cash equivalents at end of the period	$	208
Accrued compensation		363,629			495,167
Supplementary Disclosures of Cash Flow Information
Accrued interest		9,601			–
Cash paid for income taxes	$	–
Net cash used in operating activities		(785,052	)		(559,792	)
Cash paid for interest	$	–
Cash Flow from Financing Activities
Proceeds from issuance of related party promissory notes		70,000			560,000
Payments on related party promissory notes		(35,000	)		–
Proceeds from issuance of convertible promissory notes		309,000			–
Proceeds from issuance of common stock		440,850			–
Net cash provided by financing activities		784,850			560,000
Net change in cash and cash equivalents		(202	)		208
Cash and cash equivalents at beginning of the period		208			–
Cash and cash equivalents at end of the period	$	6		$	208
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes	$	–		$	–
Cash paid for interest	$	–		$	–
NON CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for settlement of related party payables	$	340,163		$	–
Related to party debt forgiveness	$	388,988		$	–

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

~~F-5~~40

ZONZIA MEDIA, INC.

~~(formerly~~NOTES ~~HDIMAX~~TO ~~Media,~~FINANCIAL ~~Inc. and Indigo-Energy, Inc.)~~STATEMENTS

~~Notes~~FOR toTHE ~~Consolidated~~YEAR-ENDED ~~Financial~~DECEMBER ~~Statements~~31, 2015

NOTE 1 -– DESCRIPTION OF BUSINESS

Zonzia Media, Inc, initially organized as HDIMAX Media, Inc., and incorporated in the State of Delaware inon May 24, 2014, is a digital publishing and broadcast Company ~~focused~~ focused on content development and multi-platform content distribution, advertising, and ecommerce.

Reverse Merger with Indigo-Energy, Inc.

On November 21, 2014, through a wholly-owned subsidiary of a public shell Company then known as Indigo-Energy, Inc., HDIMAX Acquisition Corporation, a Nevada corporation, was merged with and into HDIMAX, Inc., a Delaware corporation (“HDIMAX”) (such merger, the “Merger”) pursuant to the Agreement and Plan of Merger, effective as of September 2, 2014, and as amended effective as of November 20, 2014, by and among Indigo-Energy, Inc. (our “company” or “we” or “us”), HDIMAX and HDIMAX Acquisition Corporation (the “Merger Agreement”). HDIMAX was the surviving corporation of the Merger and as such will continue as a wholly-owned subsidiary of our Company. Upon closing the merger, we changed our name to HDIMAX Media, Inc.

As a result of the Merger, all of HDIMAX’s common stock was converted into 712,121,205 shares of our Company’s common stock, which represents approximately 94% of the outstanding shares of our company’s common stock after giving effect to the Merger. The common stock issuance, representing 94% of the outstanding shares of the consolidated Company was accounted for as a reverse capitalization in accordance with accounting principles generally accepted in the United States (“US GAAP”) and the Rules and Regulations as promulgated by the United States Securities and Exchanges Commission (“SEC”).

InOn ~~accordance~~January ~~with~~22, ~~US GAAP~~2015, ~~and~~we asentered ~~previously~~into a ~~disclosed~~Settlement Agreement in ~~our~~which ~~original~~we ~~Current~~cancelled ~~Report~~all onof ~~Form~~the ~~8-K as filed on November 26~~712, ~~2014~~121,205 ~~HDIMAX,~~shares ~~Inc.~~of ~~(private~~restricted ~~operating~~and ~~company)~~unregistered ~~was deemed~~common ~~the~~stock ~~accounting~~previously issued ~~acquirer.~~to ~~Further,~~effectuate ~~as of~~ the ~~date~~merger ofwith ~~the~~Rajinder ~~reverse capitalization transaction~~Brar, the ~~legal~~previous ~~acquirer~~sole ~~also~~owner ~~deemed the~~of ~~accounting acquiree, Zonzia Media, Inc. (formerly~~ HDIMAX ~~Media~~, Inc. ~~and~~In ~~Indigo-Energy,~~consideration ~~Inc.)~~for ~~was~~the ~~considered~~shares ~~a shell company~~being ascancelled, ~~defined~~Rajinder inBrar ~~Rule~~received ~~12b-2~~3,000,000 ~~promulgated~~shares ~~under~~of ~~the~~newly ~~Securities~~restricted ~~Exchange~~common ~~Act~~stock ofafter ~~1934. Further,~~ the ~~Staff~~execution of the ~~Securities~~settlement ~~and Exchange~~agreement. ~~Commission~~We ~~considers~~forfeited aour ~~public~~rights ~~shell reverse acquisition~~ to besell aadvertising ~~capital~~and ~~transaction~~other inproducts ~~substance,~~on ~~rather~~websites ~~than~~previously acontrolled ~~business~~by ~~combination~~Mr. ~~That~~ ~~is,~~Brar ~~the~~and ~~transaction~~related ~~is a reverse recapitalization~~entities, with ~~equivalent to~~ the ~~issuance~~exception of ~~stock~~www.hdimax.com. byAn ~~the~~outline ~~private~~of ~~company (HDIMAX, Inc.) for~~ the ~~net~~significant ~~monetary~~terms ~~assets~~ of the ~~shell~~Settlement ~~corporation~~Agreement includes, ~~accompanied~~but ~~by a recapitalization. The accounting~~ is ~~similar~~not tolimited ~~that resulting from a reverse acquisition~~to, ~~except~~the ~~that no goodwill or other intangible assets should be recorded.~~following:

As· The 712,121,205 shares of ~~December~~HDIMAX 31Media, ~~2014,~~Inc. we(formerly ~~provided~~Indigo-Energy) ~~clients and~~common ~~customers~~stock ~~advertising~~issued ~~and~~to ~~ecommerce~~Rajinder ~~opportunities~~Brar, ~~through~~the ~~engaging~~owner ~~consumers~~of on100% ~~two~~of ~~websites~~the previously issued outstanding stock of HDIMAX, ~~Frontlinewire~~Inc.~~com~~ ~~and~~immediately ~~HDIMAX~~preceding the reverse acquisition transaction, were cancelled.~~com.~~

HDIMAX.com - Operates as an internet television network. HDI Max is engaged in the internet delivery of television shows, movies and original content to its customers directly on televisions, computers, and mobile devices in the United States and Internationally. The original content ranges from news and comedy to travel and sports.

HDIMAX.com offers consumers live video streaming that will be unique to internet television in that users are not charged based on usage and all consumers have unlimited access to live streaming or other previously posted content such as movies and television.

Frontlinewire.com (FLW) – Frontlinewire.com was launched to provide a premier news service that delivers the latest breaking news and information on the latest top stories, weather, business, entertainment, politics, and more.

In addition to the above websites, we previously had an agreement to provides ecommerce opportunities to other websites, all of which were controlled by our former, Chairman, and Chief Executive Office, Rajinder Brar, including www.fashionstylemag.com, www.themanlife.com, www.thewomanlife.com, and www.southasianlife.com.

On January 22, 2015, we entered into a Settlement Agreement in which we cancelled all of the 712,121,205 shares of restricted and unregistered common stock previously issued to effectuate the merger with Rajinder Brar, the previous sole owner of HDIMAX, Inc. In consideration for the shares being cancelled, we forfeited our rights to sell advertising and other products on websites previously controlled Mr. Brar and related entities, with the exception of www.hdimax.com. An outline of the significant terms of the Settlement Agreement include, but are not limited to, the following:

· The 712,121,205 million shares of HDIMAX Media, Inc. (formerly Indigo-Energy) common stock issued to Rajinder Brar, the owner of 100% of the previously outstanding stock of HDIMAX, Inc. immediately preceding the reverse acquisition transaction, were cancelled.

F-6

Rajinder Brar, Aneliya Vasileva, and Myles Pressey III, previously appointed as the Company’s officers and Board of Directors immediately following the completion of the reverse acquisition, resigned and forfeited future compensation terms associated with any and all previously agreed upon employment agreements, inclusive of the compensation accrued as of December 31, 2014.

Mr. James C. Walter Sr. was reappointed to serve as a Director charged with appointing new officers. Mr. Walter Sr. served as the Sole Officer and Director of the Company immediately preceding the completion of the reverse acquisition transaction.

The Company’s option agreement to acquire Fashion Style Magazine, Inc., an entity wholly owned by Rajinder Brar, was cancelled.

The Omnibus Agreement and License dated November 21, 2014, by and between the Company and Fashion Style Magazine, Inc. was terminated. The brands and assets wholly owned by Rajinder Brar through Fashion Style Magazine, Inc. were intended to be a core portion of the consolidated Company’s business operations subsequent to the completion of the reverse acquisition.

The Company forfeited all rights to Frontlinewire.com, a brand and website acquired in the reverse acquisition.

The Company maintained all rights to hdimax.com, a brand and website acquired in the reverse acquisition, but agreed to assign those assets back to their original owners by May 1, 2015. We do not intend to further develop or publish content at www.hdimax.com.

~~For additional details, including a copy of the Settlement Agreement, please see our Current Report on Form 8-K filed on January 29, 2015.~~41

OnFor ~~March~~additional 9details, ~~2015~~including wea ~~changed our name to Zonzia Media, Inc. and~~copy weof ~~are developing a new multi-platform entertainment distribution channel with~~ the ~~goal~~Settlement ofAgreement, ~~being~~please asee ~~unique~~our ~~hybrid~~Current ofReport ~~a linear channel, a video-~~on~~-demand~~ ~~channel~~Form ~~and an over~~8-~~the-top~~K ~~channel.~~filed ~~Our~~on ~~viewer~~January ~~immersion~~28, ~~technology will allow our views instant access to our available content~~2015.

~~NOTE~~On 2March 9, 2015 we changed our name to Zonzia Media, Inc. and we are developing a new multi-platform ~~SUMMARY~~entertainment OFdistribution ~~SIGNIFICANT~~channel ~~ACCOUNTING~~with the goal of being a unique ~~POLICIES~~hybrid of a linear channel, a video-on-demand channel and an over-the-top channel. Our technology will allow our viewers instant access to our available content.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

~~The~~In ~~preparation~~preparing of financial statements in conformity with USgenerally ~~GAAP~~accepted ~~requires~~accounting ~~management~~principles, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and ~~the reported amounts of~~ revenues and ~~expenses~~expenditures during the ~~reporting~~reported periods. Actual results could differ materially from those estimates.

Cash and Cash Equivalents

~~The~~We ~~Company~~consider ~~considers~~ all highly liquid ~~instruments~~ instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. ~~The Company did not have any cash equivalents at December 31, 2014.~~

Revenue Recognition

We recognize revenues when the services or products have been provided or delivered, the fees we charge are fixed or determinable, we and our advertisers or other customers understand the specific nature and terms of the agreed upon transactions, and collectability is reasonably assured.

Most of our advertising customers pay on a cost-per-impression basis that enables advertisers to pay us based on the number of times their ads display on our websites. For the sale of certain third-party products and services, we recognize revenue on negotiated commission rate as a percentage of the gross amount billed to the customers.

F-7

Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk.

Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Stock Based Compensation

The Company has on occasion issued equity and equity linked instruments to employees and non-employees in lieu of cash for the receipt of goods and services and, in certain circumstances the settlement of short-term loan arrangements. The applicable GAAP establishes that share-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

In these transactions, the Company issues unregistered and restricted equity instruments.

While the Company currently has 2,055,832 shares of freely-traded stock with a quoted market price (a Level 1input within the GAAP hierarchy), the fair value of the unregistered and restricted shares issued in compensation transactions with non-employees as valued by the quoted market price does not always reflect the economic substance of the transactions and does not always represent the Company’s principal market, correspondingly, the quoted market price is not always the most reliably measurable indicator of the fair value. The determination of fair value is based upon facts and circumstances including the liquidity restrictions placed upon our unregistered restricted equity instruments along with the quoted market not being the most active or principal trading market.

Income Taxes

~~Income~~Deferred taxes are ~~recorded~~provided inon ~~the~~an ~~period~~asset inand ~~which~~liability ~~the~~method ~~related~~whereby ~~transactions~~deferred ~~have~~tax ~~been~~assets are recognized infor ~~the~~deductible ~~financial~~temporary ~~statements.~~differences ~~Deferred tax assets~~ and ~~liabilities~~operating ~~are~~loss ~~recorded~~carry forwards ~~for~~and ~~expected~~deferred ~~future~~ tax ~~consequences~~liabilities ofare ~~loss~~recognized ~~carryforwards~~for ~~and~~taxable temporary differences. Temporary differences are the ~~differences between~~difference between the reported amounts of assets and liabilities ~~in the financial statements~~ and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion ~~of,~~ or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net Income/(Loss) Per Common Share

~~Basic~~Income/ ~~net~~ (loss) per ~~common~~ share isof ~~computed~~common stock is calculated by dividing the net income/ (loss) by the weighted average number of ~~common~~ shares ~~outstanding.~~of ~~Dilutive loss per~~ common ~~share~~stock ~~includes~~outstanding ~~additional~~during the ~~dilution~~period. ~~from~~The ~~common~~Company ~~stock~~has ~~equivalents,~~no ~~such~~potentially asdilutive ~~stock~~securities ~~options~~in 2015 and ~~warrants~~2014. Accordingly, basic and ~~convertible~~dilutive ~~instruments,~~income if(loss) ~~the~~per common ~~impact~~share isare ~~not~~the ~~antidilutive~~same.

~~F-8~~42

Advertising Costs

The Company expenses advertising costs when incurred. Advertising costs incurred amount to $0 and $0 for the years ended December 31, 2015 and 2014, respectively.

Embedded Conversion Features and Other Equity-linked Instruments

The Company classifies all of its common stock purchase warrants and other derivative financial instruments as equity if the contracts (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) contracts that contain reset provisions. The Company assesses classification of its equity-linked instruments at each reporting date to determine whether a change in classification between equity and liabilities (assets) is required.

Recently Issued Accounting Pronouncements

In ~~May~~June ~~2014~~2009, the ~~Financial~~FASB established the Accounting Standards ~~Board~~ Codification (“~~FASB~~Codification”) ~~issued~~or ~~Accounting Standards (~~“~~ASU~~ASC”) ~~No.~~as ~~2014-09,~~the ~~Revenue~~source ~~from~~of ~~Contracts~~authoritative ~~with~~accounting ~~Customers.~~ principles ~~The~~recognized ~~objective~~by ofthe ~~this~~FASB ~~update is~~ to 1)be ~~remove~~applied ~~inconsistencies~~by ~~and~~nongovernmental ~~weaknesses~~entities in ~~revenue~~the ~~requirements,~~preparation 2)of ~~provide~~financial astatements ~~robust~~in ~~framework~~accordance with ~~for~~generally ~~addressing~~accepted ~~revenue~~accounting ~~recognition~~principles ~~issues,~~in 3)the ~~improve~~United ~~comparability~~States of(“GAAP”). Rules ~~revenue~~and ~~recognition~~interpretive ~~practices~~releases ~~across~~of ~~entities, industries,~~the ~~jurisdictions,~~Securities and ~~capital~~Exchange ~~markets~~Commission 4(“SEC”) ~~provide~~issued ~~more~~under ~~useful~~authority ~~information~~of tofederal ~~users~~securities oflaws ~~financial~~are ~~statements~~also ~~through~~sources ~~improved~~of ~~disclosure~~GAAP ~~requirements,~~for ~~and~~SEC 5)registrants. Existing ~~simplify~~GAAP ~~the~~was ~~preparation~~not ofintended ~~financial~~to ~~statements.~~be ~~This~~changed ~~update~~as isa ~~effective~~result inof ~~annual~~the ~~reporting periods beginning after December 15~~Codification, ~~2016~~ and ~~the~~accordingly ~~interim periods within that year. The Company will be evaluating~~ the ~~impact of this update~~change asdid itnot ~~pertains~~impact toour ~~the Company’s~~ financial statements. The ~~and~~ASC ~~other~~does ~~required~~change ~~disclosures~~the onway ~~an on-going basis, currently contingent~~ the ~~commencement~~guidance ofis ~~principal~~organized ~~revenue generating activities, until its eventual adoption~~ and ~~implementation~~presented.

InWe ~~June~~reviewed ~~2014,~~all ~~the~~other ~~FASB~~recently issued ~~ASU~~accounting ~~No. 2014-10,~~pronouncements Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. The presentation and ~~disclosure~~determined ~~requirements~~that ~~in Topic 915 will no longer be required for~~ the ~~first~~updates ~~annual~~below ~~period~~could ~~beginning~~have ~~after~~an ~~December~~effect ~~15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. We adopted ASU No. 2014-10 effective~~ on ~~our~~the ~~inception~~Company’s ~~date~~financial ~~of May 24, 2014~~statements.

InFASB ~~June~~Account ~~2014~~Standards Update, ~~the FASB issued ASU~~ No. 2014-1215, ~~Stock Compensation. The amendments require that a performance target that affects vesting and that could~~ beGoing ~~achieved~~Concern, ~~after~~dated ~~the~~August ~~requisite~~2014 ~~service~~says, ~~period be treated as a performance condition. A reporting entity should apply existing guidance~~ in asconnection ~~it relates to awards~~ with ~~performance~~preparing ~~conditions~~financial ~~that~~statements ~~affect vesting to account~~ for ~~such~~each ~~awards.~~annual As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and ~~should~~interim ~~represent the compensation cost~~reporting ~~attributable to the~~ period~~(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period~~, ~~the~~an ~~remaining~~entity’s ~~unrecognized~~management ~~compensation cost~~ should beevaluate ~~recognized prospectively~~whether ~~over~~there ~~the~~are ~~remaining~~conditions ~~requisite~~or ~~service~~events, ~~period.~~considered ~~The~~in ~~total amount of compensation cost recognized during and after~~ the ~~requisite~~ ~~service~~aggregate, ~~period should reflect the number of awards~~ that ~~are expected to vest and should be adjusted to reflect those~~ ~~awards~~raise ~~that~~substantial ~~ultimately~~doubt ~~vest.~~about ~~The requisite service period ends when~~ the ~~employee~~entity’s ~~can~~ability ~~cease rendering service and still be eligible~~ to ~~vest~~continue inas ~~the~~a ~~award~~going ifconcern ~~the~~within ~~performance~~one ~~target~~year isafter ~~achieved. As indicated in~~ the ~~definition~~date ofthat ~~vest,~~ the financial ~~stated~~statements ~~vesting~~are ~~period~~issued (~~which includes~~or ~~the~~within ~~period~~one inyear ~~which the performance target could be achieved) may differ from the requisite service period. The amendment is effective for annual periods beginning~~ after ~~December 15, 2015 with early adoption permitted. The Company is currently evaluating~~ the ~~impacts~~date ofthat ~~this amendment on~~ the ~~stock-based~~financial ~~compensation~~statements ~~awards~~are ~~expected~~available to be issued ~~in future periods~~when applicable).

In August 2014, the FASB issued ASU No. 2014-15 Presentation of Financial Statements – Going Concern. In connection with preparing financial statements for each annual and interim reporting period, an entity'Management’s ~~management~~evaluation should ~~evaluate~~be based ~~whether~~on ~~there~~relevant ~~are~~ conditions orand events, ~~considered in the aggregate,~~ that ~~raise~~are ~~substantial~~known ~~doubt~~and ~~about~~reasonably ~~the~~knowable ~~entity's~~at ~~ability to continue as a going concern within one year after~~ the date that the financial statements are issued (or ~~within~~at ~~one year after~~ the date that the financial statements are available to be issued when applicable).

~~Management's~~The ~~evaluation should~~amendments bein ~~based~~this onupdate ~~relevant conditions and events that~~ are ~~known~~effective for ~~and~~the ~~reasonably~~annual ~~knowable~~period atending ~~the~~after ~~date~~December ~~that~~15, ~~the~~2016, ~~financial~~and ~~statements are~~for ~~issued~~annual ~~(or~~periods atand ~~the~~interim ~~date~~periods ~~that~~thereafter. ~~the~~Early ~~financial~~application is ~~statements~~permitted. ~~are~~The ~~available~~Company tohas benot ~~issued~~chosen ~~when~~early ~~applicable)~~adoption.

~~Substantial~~FASB ~~doubt~~Account ~~about an~~Standards ~~entity's~~Update, ~~ability~~No. to2014-09, Revenue ~~continue~~from asContracts awith ~~going~~Customers, ~~concern~~dated ~~exists~~May ~~when~~2014 ~~relevant conditions and events~~says, ~~considered~~an inentity ~~the~~should ~~aggregate,~~recognize ~~indicate that~~revenue itto isdepict ~~probable that~~ the ~~entity~~transfer ~~will~~of bepromised goods ~~unable~~and services to ~~meet~~customers ~~its~~in ~~obligations~~an asamount ~~they~~that ~~become~~reflects ~~due~~the ~~within~~consideration ~~one~~to ~~year~~which ~~after~~ the ~~date~~entity ~~that the~~expects ~~financial~~to ~~statements~~entitled ~~are~~in ~~issued~~exchange for ~~(or~~those ~~available~~goods toand ~~be issued)~~services.

~~When~~To ~~management~~achieve ~~identifies conditions or events~~ that ~~raise~~core ~~substantial~~principle, ~~doubt about~~ an entity~~'s ability to continue as a going concern, management should consider~~ ~~whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management's plans~~ should beapply ~~considered only to~~ the ~~extent~~following that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity's ability to continue as a going concern.steps:

IfIdentify ~~conditions~~the ~~or events raise substantial doubt about an entity'~~contract(s) ~~ability~~with ~~to continue as~~ a going concern, but the substantial doubt is alleviated as a result of consideration of management's plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):customer.
a.Identify ~~Principal conditions or events that raised substantial doubt about~~ the ~~entity's~~performance ~~ability~~obligations ~~to continue as a going concern (before consideration~~in ofthe ~~management's plans)~~contract.
b.Determine ~~Management's evaluation of~~ the ~~significance~~transaction ~~of those conditions or events in relation to the entity's ability to meet its obligations~~price.
c.Allocate ~~Management's plans that alleviated substantial doubt about~~ the ~~entity's~~transaction ~~ability~~price to ~~continue~~the performance asobligations ain ~~going~~the ~~concern~~contract.
~~F-9~~Recognize revenue when (or as) the entity satisfies a performance obligation.

IfFor ~~conditions or events raise substantial doubt about an entity's ability to continue as~~ a ~~going~~public ~~concern~~entity, ~~and substantial doubt is not alleviated after consideration of management's plans, an entity should include a statement in~~ the ~~footnotes~~amendments ~~indicating that there is substantial~~in ~~doubt~~this ~~about~~Update ~~the~~are ~~entity's~~effective ~~ability~~for toannual ~~continue~~reporting asperiods abeginning ~~going concern within one year~~ after ~~the~~December ~~date~~15, ~~that the financial statements are issued (or available to be issued). Additionally~~2016, ~~the~~including ~~entity~~interim ~~should~~periods ~~disclose~~within ~~information~~ that ~~enables users of the financial~~ ~~statements~~reporting toperiod. ~~understand~~Early ~~all~~application ofis ~~the~~not ~~following:~~permitted.

a.Going ~~Principal conditions or events that raise substantial doubt about the entity's ability to continue as a going concern~~Concern

b.Since ~~Management's~~our inception on May 24, 2014, we ~~evaluation~~have ofgenerated immaterial revenues resulting in the ~~significance~~incurrence of ~~those~~net ~~conditions~~losses orthrough ~~events~~December in31, ~~relation~~2015. This has further led to negative working capital, all which results in substantial doubt about the ~~entity'~~Company’s ability to ~~meet~~continue ~~its~~as ~~obligations~~a going concern.

~~c. Management's plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity's ability to continue as a going concern.~~43

We do not expect the effective implementation of this ASU, beginning in fiscal 2017, to materially impact future disclosures.

In November 2014, the FASB issued ASU No. 2014-16 Derivatives and Hedging. For hybrid financial instruments issued in the form of a share, an entity (an issuer or an investor) should determine the nature of the host contract by considering all stated and implied substantive terms and features of the hybrid financial instrument, weighing each term and feature on the basis of relevant facts and circumstances. That is, an entity should determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract.

In evaluating the stated and implied substantive terms and features, the existence or omission of any single term or feature does not necessarily determine the economic characteristics and risks of the host contract. Although an individual term or feature may weigh more heavily in the evaluation on the basis of facts and circumstances, an entity should use judgment based on an evaluation of all the relevant terms and features. For example, the presence of a fixed-price, noncontingent redemption option held by the investor in a convertible preferred stock contract is not, in and of itself, determinative in the evaluation of whether the nature of the host contract is more akin to a debt instrument or more akin to an equity instrument. Rather, the nature of the host contract depends on the economic characteristics and risks of the entire hybrid financial instrument. The amendment is effective for fiscal years beginning after December 15, 2015 and may be retroactively applied for all periods. We are currently evaluating the potential impacts on our financial statements in the event we enter into these types of arrangements in the future.

In February 2015 the FASB issued ASU No. 2015-02, Consolidation. Under current GAAP we may be required to consolidate another legal entity in situations in which our contractual rights do not give us the ability to act primarily on our own behalf, we do not hold a majority of the legal entity's voting rights, or we are not exposed to a majority of the legal entity's economic benefits or obligations. The Standards Update amends the GAAP to require that all legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments:

1. Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities

2. Eliminate the presumption that a general partner should consolidate a limited partnership

3. Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships

4. Provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds.

We do not believe this updated consolidation guidance will have a material impact on our future financial position, results of operations, or cash flows.

In April 2015 the FASB issued ASU No. 2015-03, Interest-Imputation of Interest. The Standards Update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. We do not believe this updated presentation requirement will have a material impact on our future financial position, results of operations, or cash flows.

There have been no other recently issued accounting pronouncements through the date of this report that the Company believes will have a material impact on the financial position, results of operations, or cash flows.

NOTE 3 - GOING CONCERN

Since our inception on May 24, 2014, we have generated immaterial revenues resulting in the incurrence of a net loss for the period ended December 31, 2014. This has further led to negative working capital, all which results in substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-10

Our management, Board, and Advisory Board has focused its efforts and our limited resources on raising additional capital through debt or equity offerings at terms not detrimental to our planned future operations. As of the date of this report we do not have any firm funding commitments.

NOTE 43 -– ~~NOTES~~RELATED ~~PAYABLE~~PARTY TRANSACTIONS

InDuring ~~June and September we received proceeds from short-term loans from Indigo-Energy,~~ the ~~pre~~year-~~merger~~ended ~~public~~December ~~shell Company used to effectuate our reverse capitalization~~31, ~~for~~2015 ~~proceeds~~we ofsettled ~~$200,000~~prior ~~and~~obligations ~~$250,000,~~due ~~respectively. Indigo-Energy financed the loans~~ to ~~us on~~ a ~~pre-merger~~related ~~basis,~~party totaling $~~450~~340,~~000,~~ 163 via the issuance of 27,~~272~~500,~~727 (100,~~000~~,000~~ ~~pre-merger)~~ shares ~~to investors. Upon completion~~ of ~~the~~restricted ~~merger~~and ~~with Indigo-Energy, considered~~unregistered toshares beof ~~the~~common ~~accounting~~stock. ~~acquiree~~The insettled ~~accordance~~obligation ~~with~~also USrepresents ~~GAAP,~~that ~~the~~balance ~~note~~outstanding ~~payable~~as ~~was~~of ~~eliminated~~December ~~and the corresponding 2~~31,~~272,727~~ ~~shares issued were including in our reverse capitalization adjustment~~2014.

InDuring ~~November~~the ~~2014 we entered into two convertible short~~year-~~term~~ended ~~notes~~December ~~payable with investors for proceeds totaling $110~~31,~~000.~~ ~~The~~2015 a ~~notes,~~total ~~at the option~~ of ~~the~~four ~~holder, were convertible into shares~~ of our ~~restricted~~Officers ~~common~~agreed ~~stock~~to atwaive aall ~~25%~~or ~~discount~~portions toof ~~the~~their ~~average~~base ~~closing~~salaries ~~quoted~~or ~~market~~previously ~~price~~accrued ~~for~~bonuses ~~the~~earned ~~ten days immediately~~during ~~prior to~~ the ~~conversion~~year ~~date.~~ended On December 1731, 2014, ~~the holders of the notes converted all of the principal~~ and ~~accrued~~through ~~interest into~~December ~~375~~31,~~733~~ ~~shares~~2015 oftotaling ~~restricted common stock~~$388,988. Since ~~the~~we ~~notes~~consider ~~were~~our ~~convertible~~Officers ~~into~~related ~~a predominantly fixed monetary value on the~~parties ~~dates of issuance in accordance with US GAAP,~~ we have determined the ~~notes~~bonus ~~would~~and besalary ~~net~~forgiveness ~~settled~~was ~~via~~in the ~~issuance~~nature of ~~restricted common stock which resulted in the conversion feature being classified as~~ a ~~liability.~~capital ~~During~~contribution ~~the~~and ~~period~~no ~~ended~~gain ~~December~~was ~~31, 2014 we~~ recognized ~~interest~~ ~~expense~~in ~~totaling $11,660 resulting from~~ the accompanying ~~accretion~~statements of ~~interest through the date of conversion~~operations.

~~NOTE~~We 5issued -a ~~RELATED~~Director ~~PARTY~~250,000 ~~TRANSACTIONS~~shares of restricted and unregistered shares of common stock for cash proceeds totaling $25,000 in January 2015.

OnAs ~~May~~part ~~24,~~of ~~2014~~the ~~our~~Settlement ~~prior~~Agreement ~~Chairman and~~we ~~Chief~~entered ~~Executive~~into ~~Officer~~on ~~contributed~~January ~~the brands~~22, ~~rights,~~2015 ~~and~~we ~~ecommerce~~cancelled ~~opportunities~~restricted stock award grants to two of ~~HDIMAX.com~~our ~~and~~former ~~Frontlinewire~~officers.~~com~~ toSince ~~the~~we did not replace ~~Company~~a incancelled ~~exchange~~award ~~for~~totaling 4852,500,000 shares of restricted and unregistered shares of common stock, ofand effectively repurchased the ~~Company.~~award ~~Since~~for weno ~~were~~consideration ~~under~~as ~~control~~assumed by the application of ~~our~~accounting ~~founder~~principles ongenerally accepted in the ~~date~~United States, the unrecognized grant-date fair value of the ~~transaction~~award totaling $9,975,000 was recognized during the year-ended December 31, 2015. Additionally, we cancelled a restricted stock award granted to our ~~founder’s~~current ~~historical~~Chief ~~cost~~Executive ~~became~~Officer totaling 67,500,000 shares and replaced the ~~carrying~~award ~~cost~~with the grant of ~~the~~125,000,000 ~~contributed~~shares ~~assets~~of ~~totaling~~restricted ~~$488.~~and Asunregistered shares as part of a new employment agreement ~~December~~on 31January 29, ~~2014~~2015. ~~the~~The total compensation cost ofrecognized ~~registering~~during the ~~websites~~year-ended ~~was~~December ~~fully amortized~~31, ~~however,~~2015 weassociated ~~maintained~~with the ~~rights~~cancellation and toreplacement ~~the~~of ~~domain~~this ~~names~~restricted stock award was $47,500,000.

During the ~~period~~ year-ended December 31, ~~2014~~2015 we ~~paid~~issued ~~our founder~~2, ~~Chairman~~000,000 shares of unregistered and ~~Chief~~restricted ~~Executive~~common ~~Officer~~stock ~~and~~to ~~related~~an ~~entities~~affiliate for consulting services valued at $~~211~~680,~~591~~000. A promissory note in the amount of $35,000 was issued to the same affiliate of the company, for cash proceeds of $35,000 in April 2015. As additional consideration on the ~~development~~promissory note, this same affiliate received 215,000 shares of ~~content~~unregistered and ~~other~~restricted ~~marketing~~common ~~related~~stock ~~expenses~~valued at $32,039. ~~The~~Upon ~~amount~~renewal isof ~~classified~~this promissory note in ~~sales~~May ~~and~~2015 ~~marketing~~this inaffiliate ~~the~~received ~~accompanying~~100,000 ~~statement~~shares of ~~operations~~unregistered and restricted common stock valued at $17,260.

AsEmployment ofAgreement December 31, 2014 we owed a related party $340,163 as result of the related party directly paying third party vendors on our behalf. We do not have any formalized arrangement for the settlement of this obligation and the related party has informally agreed to defer payment until we have obtained the appropriate level of capital resources and liquidity. Since the obligations are effectively due on demand they are classified as current in the accompanying balance sheet.Amendment

~~NOTE~~On 6May –15, ~~ACCRUED~~2015, ~~EXPENSES~~we amended our Chairman and Chief Business Development Office, Mr. Myles Pressey III’s, employment agreement. Mr. Pressey III was originally going to be granted 25,000,000 shares of fully vested restricted and unregistered shares of common stock on January 29, 2016 whereas the amendment calls for Mr. Pressey III to receive up to 62,500,000 shares of restricted and unregistered common stock subject to the achievement of performance benchmarks set by the Board of Directors. The modification of Mr. Pressey III’s equity award resulted in the recognition of compensation totaling $10,262,819 during the nine months ended December 31, 2015.

~~Subsequent~~NOTE to4 ~~the completion of our reverse merger and recapitalization and corresponding Settlement Agreement, as more fully discussed in Note 10~~ – ~~Subsequent~~STOCKHOLDERS’ Events, we have been named as debtors by certain creditors of entities controlled by our former Chairman, Chief Executive Officer, and majority shareholder through which we previously held an option to acquire and had certain Omnibus and License Agreements. As of December 31, 2014 we have accrued total obligations of $690,247 associated with our exposure to these liabilities. We have engaged legal counsel to vigorously dispute our alleged obligations to settle these accrued expenses.EQUITY

~~NOTE~~The 7following -provides ~~STOCKHOLDERS’~~information ~~EQUITY~~for the shares of restricted and unregistered shares of common stock that we issued (or cancelled) from January 1, 2015 through the date of this report:

Common Stock

As of December 31, 2014 we had 758,065,119 shares of common stock issued and outstanding. Our common stock transactions through the date of this report are as follows:

On May 24, 2014 we issued 48,500,000 shares of common stock to our prior Chairman and Chief Executive Officer in exchange for contributed assets with a total value of $488.

On November 21, 2014, upon completion of our merger, we issued our prior Chairman and Chief Executive Officer 712,121,205 shares of restricted and unregistered common stock. Since we were deemed the accounting acquirer in our reverse merger transaction with a public shell company we determined the substance of the transaction was capital in nature, rather than a business combination. In accounting for the reverse recapitalization we recognized the net issuance of 709,189,386 shares of common stock for the assumption of net liabilities resulting in a net equity deduction of $62,821.

F-11

On November 21, 2014 we entered into employment agreements with two of our former officers to grant an aggregate of 120,000,000 shares of common stock for compensation. The grants were to vest in two tranches, the first of which was on January 1, 2015. For the period ended December 31, 2014 we recognized compensation cost associated with these employment agreements of $22,800,000. In January 22, 2015, as part of our Settlement Agreement, we retroactively cancelled these employment agreements and all previously accrued compensation and related burden was forgiven.

In December 2014 we issued a total of 375,733 shares of restricted and unregistered common stock in settlement of convertible notes payable with a principal balance of $110,000 and unamortized discounts of $13,088.

In January 2015 we issued 75,000 shares of restricted and unregistered common stock for consulting services valued at $25,000.

In January 2015 we issued 57,971 shares restricted and unregistered shares of common stock for cash totaling $10,000.

InWe ~~January 2015 we~~ issued a ~~total~~Director ~~of 145~~250,~~200,~~000 shares of restricted and unregistered shares of common stock asfor ~~compensation~~cash toproceeds ~~our~~totaling ~~officers~~$25,000 ~~directors,~~in ~~and other~~January ~~consultants valued at $54,054,409~~2015.

In January 2015 we issued a total of 145,000,000 shares of restricted and unregistered shares of common stock as compensation to our officers, directors, and other consultants valued at $63,991,061.

In January 2015 we issued 5,000,000 shares of restricted and unregistered shares of common stock to a former employee of HDIMAX, Inc. valued at $1,900,000.

In January 2015, in accordance with the terms of our Settlement Agreement with our former Chairman and Chief Executive Officer, we cancelled 712,121,205 shares of unregisters and restricted common stock.44

In ~~February~~January 2015, wein ~~issued~~accordance ~~142,500~~with ~~shares~~the terms of ~~restricted~~our Settlement Agreement with our former Chairman and Chief Executive Officer, we cancelled 712,121,205 shares of unregistered and restricted common stock. ~~for~~We ~~accounting~~recognized settlement expense, included in the general and ~~legal~~administrative ~~services~~expenses ~~valued~~in atthe accompanying statement of operations, totaling $20107,901 and reversed the previously recognized accumulated deficit adjustment of $820,022 associated with the Settlement. Rajinder Brar received 3,000,000 shares of newly restricted common stock after the execution of the settlement agreement.

In February 2015 we issued 142,500 shares of restricted and unregistered common stock for accounting and legal services valued at $21,179.

In February 2015 we issued a total of 200,000 shares of restricted and unregistered shares of common stock as compensation directors valued at $38,348.

In February 2015 we issued 3,750,000 shares of restricted and unregistered common stock for consulting services valued at $719,021.

In February 2015 we issued 177,777 restricted and unregistered shares of common stock for cash totaling $32,800.

In February 2015 we issued 7,500,000 shares of restricted and unregistered common stock in settlement of previously accrued related party liabilities totaling $340,163.

~~Stock~~In ~~Options~~March 2015 we issued 100,000 restricted and unregistered shares of common stock for cash totaling $28,050.

In ~~accordance~~April ~~with~~2015 ~~the~~we ~~terms~~issued ~~of our Merger Agreement~~440,000 ~~the Company exchanged all~~ shares of ~~the~~restricted ~~previously outstanding options on a one for one basis. The options are fully vested~~ and ~~all~~unregistered ~~associated~~common ~~compensation~~stock ~~expense was recognized~~ in ~~periods~~conjunction ~~prior~~with tothe ~~that~~issuance ~~presented.~~of ~~The~~notes ~~stock~~payable ~~option~~for ~~grant~~total ~~date~~consideration ~~fair~~of ~~value was estimated using a Black-Scholes pricing model~~$64,770.

AsIn ofApril ~~December~~2015 ~~31,~~we ~~2014~~issued ~~the Company had 568~~4,~~182 stock options outstanding. During the period presented there were no options granted~~500,000 ~~exercised, cancelled, or forfeited,~~shares ~~correspondingly,~~of norestricted ~~additional~~and ~~compensation~~unregistered ~~expense~~common ~~was~~stock ~~recognized~~ for ~~the~~consulting ~~periods~~services ~~presented.~~valued ~~All options outstanding are exercisable and do not have any intrinsic value~~ at ~~December 31~~$927, ~~2014 and are set to expire in October of 2017~~054. ~~At December 31, 2014 the weighted average exercise price of the outstanding options was $6.60 with a weighted average remaining term of 2.83 years.~~

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