UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES DCAND ~~20549~~EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF ~~THESECURITIES~~THE ~~EXCHANGE ACT OF 1934~~

~~For~~SECURITIES ~~the~~EXCHANGE ~~Quarterly~~ACT ~~Period~~OF ~~ended September 30, 2014~~1934

For the Quarterly Period ended March 31, 2015

Commission File No. 333-197477

3D Total Solutions, Inc.

(Name of small business issuer in its charter)

Delaware		36-4756901
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

75 Danbury Road, Suite 508 Ridgefield, CT 06877 (Address of principal executive offices) Tel. (203) 431-7794 (~~Address~~Issuer’s oftelephone ~~principal executive offices~~number)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. ~~Yesx No~~Yes ¨x No o

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨o Accelerated Filer ¨o Non-accelerated filer ¨o Smaller Reporting Company x (Do not check if smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of ~~December~~May 18, ~~2014~~2015 the Company had outstanding 16,~~210~~235,999 ~~shares~~ shares of its common stock, par value $.0001.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

PART I – FINANCIAL INFORMATION

~~Item1~~Item 1. Financial Statements

3DTABLE ~~Total~~OF ~~Solutions Inc.~~CONTENTS

September 30, 2014 and 2013

Consolidated Balance Sheets at March 31, 2015 (unaudited) and December 31, 2014 (audited)			F-1

Consolidated Statements of Operations for the Three Months Ended March 31, 2015 and 2014 (Unaudited)			F-2

Consolidated Statement of Changes in Equity (Deficit) for the Interim Period Ended March 31, 2015 (Unaudited)			F-3

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014 (Unaudited)			F-4

Notes to Consolidated Financial Statements (unaudited)			F-5

~~Index to the Consolidated Financial Statements~~3

Contents		Page(s)
Consolidated Balance Sheets at September 30, 2014 (Unaudited) and December 31, 2013		F-2
Consolidated Statements of Operations for the Interim Period Ended September 30, 2014 and for the Period From March 8, 2013 (Inception) Through September 30, 2013 (Unaudited)		F-3
Consolidated Statement of Changes in Equity (Deficit) for the Period From March 8, 2013 (Inception) Through September 30, 2014 (Unaudited)		F-4
Consolidated Statements of Cash Flows for the Interim Period Ended September 30, 2014 and for the Period From March 8, 2013 (Inception) Through September 30, 2013 (Unaudited)		F-5
Notes to the Consolidated Financial Statements (Unaudited)		F-6

3D Total Solutions Inc.

3DConsolidated ~~Total~~Balance ~~Solutions Inc.~~Sheets

Consolidated Balance Sheets

	March 31, 2015			December 31, 2014
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	1,011		$	4,266

Total Current Assets		1,011			4,266

PROPERTY AND EQUIPMENT
Office equipment		4,286			4,286
Accumulated depreciation		(1,245	)		(1,031	)

Property and equipment, net		3,041			3,255

PATENT APPLICATION COSTS		36,000			36,000

WEBSITE DEVELOPMENT COSTS
Website development costs		5,145			5,145
Accumulated amortization		(858	)		(429	)

Website development costs, net		4,287			4,716

Total Assets	$	44,339		$	48,237

LIABILITIES AND DEFICIT
CURRENT LIABILITIES
Accounts payable	$	9,850		$	14,538
Accrued expenses		11,245			324
Advances from related party		9,000			7,500
Notes payable - related party		76,131			76,131

Total Current Liabilities		106,226			98,493

Total Liabilities		106,226			98,493

COMMITMENTS AND CONTINGENCIES

DEFICIT

3D TOTAL SOLUTIONS, INC. STOCKHOLDERS' DEFICIT
Preferred stock par value $0.0001: 1,000,000 shares authorized;
20,000 shares designated
Series A convertible preferred stock par value $0.0001: 20,000 shares designated;
20,000 shares issued and outstanding		2			2
Common stock par value $0.0001: 500,000,000 shares authorized;
18,024,199 and 17,996,999 shares outstanding, respectively		1,803			1,800
Additional paid-in capital		425,202			415,072
Accumulated deficit		(466,387	)		(444,623	)

Total 3D Total Solutions, Inc. Stockholders' Deficit		(39,380	)		(27,749	)

NON-CONTROLLING INTEREST IN SUBSIDIARY
Non-controlling interest - capital stock in consolidated subsidiary		-			-
Non-controlling interest - retained earnings in consolidated subsidiary		(22,507	)		(22,507	)

Total Non-controlling interest in subsidiary		(22,507	)		(22,507	)

Total Deficit		(61,887	)		(50,256	)

Total Liabilities and Deficit	$	44,339		$	48,237

	September 30, 2014			December 31, 2013
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	4,193		$	6,559
Prepaid expenses		-			2,000
Total Current Assets		4,193			8,559
PROPERTY AND EQUIPMENT
Office equipment		4,286			1,042
Accumulated depreciation		(852	)		(174	)
Property and equipment, net		3,434			868
PATENT APPLICATION COSTS		36,000			26,660
WEBSITE DEVELOPMENT COSTS		5,145			3,600
Total Assets	$	48,772		$	39,687
LIABILITIES AND EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	6,858		$	-
Accrued expenses		1,618			3,400
Total Current Liabilities		8,476			3,400
LONG-TERM LIABILITIES
Note payable - related party		67,500			10,000
Total Long-Term Labilities		67,500			10,000
Total Liabilities		75,976			13,400
EQUITY (DEFICIT)
3D TOTAL SOLUTIONS, INC. STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock par value $0.0001: 1,000,000 shares authorized; 20,000 shares designated
Series A convertible preferred stock par value $0.0001: 20,000 shares authorized; 20,000 shares issued and outstanding		2			2
Common stock par value $0.0001: 500,000,000 shares authorized; 17,961,000 and 16,510,000 shares outstanding, respectively		1,796			1,651
Additional paid-in capital		402,743			175,239
Accumulated deficit		(409,238	)		(135,222	)
Total 3D Total Solutions, Inc. Stockholders' Equity (Deficit)		(4,697	)		41,670
NON-CONTROLLING INTEREST IN SUBSIDIARY
Non-controlling interest - capital stock in consolidated subsidiary		-			-
Non-controlling interest - retained earnings in consolidated subsidiary		(22,507	)		(15,383	)
Total Non-controlling interest in subsidiary		(22,507	)		(15,383	)
Total Equity (Deficit)		(27,204	)		26,287
Total Liabilities and Equity (Deficit)	$	48,772		$	39,687

See accompanying notes to the consolidated financial statements.

~~See accompanying notes to the consolidated financial statements.~~F-1

~~F-2~~3D Total Solutions Inc.

3DConsolidated ~~Total~~Statement ~~Solutions~~of ~~Inc.~~Operations

Consolidated Statements of Operations

	For the Three Months			For the Three Months
	Ended			Ended
	March 31, 2015			March 31, 2014
	(Unaudited)			(Unaudited)

Revenue	$	-		$	-

OPERATING EXPENSES
Compensation		7,833			7,833
Professional fees		11,250			5,730
Research and development		-			5,050
General and administrative expenses		2,148			21,640

Total operating expenses		21,231			40,253

LOSS FROM OPERATIONS		(21,231	)		(40,253	)

OTHER (INCOME) EXPENSE
Interest expense - related party		533			44

Other (income) expense, net		533			44

LOSS BEFORE INCOME TAX PROVISION		(21,764	)		(40,297	)

INCOME TAX PROVISION		-			-

NET LOSS
Net loss before non-controlling interest		(21,764	)		(40,297	)
Net loss attributable to non-controlling interest holder		-			-

Net loss attributable to 3D Total Solutions, Inc.	$	(21,764	)	$	(40,297	)

EARNINGS PER SHARE
- BASIC AND DILUTED:	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding
- basic and diluted		18,007,649			16,643,600

	For the Three Months Ended			For the Three Months Ended			For the Nine Months Ended			For the Period From March 8, 2013 (Inception) Through
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue	$	-		$	-		$	-		$	-
OPERATING EXPENSES
Compensation		4,500			30,000			58,083			30,100
Professional fees		15,620			19,266			21,350			19,266
Research and development		272			20,654			7,003			23,049
Consulting		-			20,000			153,750			20,000
General and administrative expenses		11,493			3,284			39,780			10,138
Total operating expenses		31,885			93,204			279,966			102,553
LOSS FROM OPERATIONS		(31,885	)		(93,204	)		(279,966	)		(102,553	)
OTHER (INCOME) EXPENSE
Interest expense		859			166			1,174			166
Other (income) expense, net		859			166			1,174			166
LOSS BEFORE INCOME TAX PROVISION		(32,744	)		(93,370	)		(281,140	)		(102,719	)
INCOME TAX PROVISION		-			-			-			-
NET LOSS
Net loss before non-controlling interest		(32,744	)		(93,370	)		(281,140	)		(102,719	)
Net loss attributable to non-controlling interest holder		-			-			(7,124	)		(4,114	)
Net loss attributable to 3D Total Solutions, Inc.	$	(32,744	)	$	(93,370	)	$	(274,016	)	$	(98,605	)
EARNINGS PER SHARE
- BASIC AND DILUTED:	$	(0.00	)	$	(0.02	)	$	(0.02	)	$	(0.04	)
Weighted average common shares outstanding
- basic and diluted		17,961,000			5,152,174			17,351,033			2,733,990

See accompanying notes to the consolidated financial statements.

~~See accompanying notes to the consolidated financial statements.~~F-2

~~F-3~~3D Total Solutions Inc.

3DConsolidated Statement ~~Total~~of ~~Solutions~~Changes ~~Inc.~~in Equity (Deficit)

~~Consolidated~~For the ~~Statement~~Reporting ofPeriod ~~Changes~~Ended inMarch ~~Equity (Deficit)~~31, 2015

~~For the Period form March 8, 2013~~ (~~Inception~~Unaudited) ~~through September 30, 2014~~

(Unaudited)

														Total
	Series A Convertible Peferred Stock Par Value $0.0001				Common Stock Par Value $0.0001									3D Total Solutions, Inc
	Number of Shares		Amount		Number of Shares		Amount		Additional paid-in Capital		Accumulated Deficit			Stockholders' Equity (Deficit)			Non-controlling Interest			Total Equity (Deficit)


Balance, December 31, 2013		20,000	$	2		16,510,000	$	1,651	$	175,239	$	(135,222	)	$	41,670		$	(15,383	)	$	26,287

Common stock and
warrants issued for cash at $0.15 on January 22, 2014						116,000		12		17,388					17,400						17,400

Amortization of deferred COO services										13,332					13,332						13,332

Common stock and
warrants issued for cash at $0.15 per unit on February 25, 2014						59,999		6		8,994					9,000						9,000

Common stock issued for
employee services valued at $0.15 per share granted on May 1, 2014						250,000		25		37,475					37,500						37,500

Common stock issued for
consulting services valued at $0.15 per share granted on May 14, 2014						1,000,000		100		149,900					150,000						150,000

Common stock issued to
Consultant pursuant to an agreement for future services valued
At $0.15 per share granted on May 19, 2014						25,000		2		3,748					3,750						3,750

Common stock issued for
cash at $0.25 per share on December 3, 2014						24,000		3		5,997					6,000						6,000

Common stock issued for
cash at $0.25 per share on December 15, 2014						12,000		1		2,999					3,000						3,000

Net loss												(309,401	)		(309,401	)		(7,124	)		(316,525	)

Balance, December 31, 2014		20,000		2		17,996,999		1,800		415,072		(444,623	)		(27,749	)		(22,507	)		(50,256	)

Common stock issued for
cash at $0.25 on January 13, 2015						11,200		1		2,799					2,800						2,800

Common stock issued for
cash at $0.25 on March 25, 2015						16,000		2		3,998					4,000						4,000

Amortization of deferred COO services										3,333					3,333						3,333

Net loss												(21,764	)		(21,764	)					(21,764	)

Balance, December 31, 2014		20,000	$	2		18,024,199	$	1,803	$	425,202	$	(466,387	)	$	(39,380	)	$	(22,507	)	$	(61,887	)

															Total 3D Total
	Series A Convertible														Solutions, Inc.
	Peferred Stock Par Value $0.0001				Common Stock Par Value $0.0001				Additional			Accumulated			Stockholders'			Non-controlling			Total
	Number of Shares		Amount		Number of Shares		Amount		paid-in Capital			Deficit			Equity (Deficit)			Interest			Equity (Deficit)
Balance, March 8, 2013 (Inception)		-	$	-		-	$	-	$	-		$	-		$	-		$	-		$	-
Common stock issued for employee services valued at $0.0001 per share on March 11, 2013						1,000,000		100								100						100
Common stock issued for cash at $0.01 per share on June 15, 2013						2,000,000		200		19,800						20,000						20,000
Common stock issued for employee services valued at $0.01 per share on August 1, 2013						3,000,000		300		29,700						30,000						30,000
Preferred stock issued for cash at $1.50 per share on August 6, 2013		20,000		2						29,998						30,000						30,000
Common stock issued for third party servives valued at $0.01 per share on September 24, 2013						2,000,000		200		19,800						20,000						20,000
Common stock issued for cash at $0.01333 per share on September 30, 2013						3,000,000		300		39,700						40,000						40,000
Common stock issued to COO pursuant to an employment agreement for future services valued at $0.01333 per share granted on October 22, 2013						3,000,000		300		39,700						40,000						40,000
Common stock issued to COO pursuant to an employment agreement for future services valued at $0.01333 per share granted on October 22, 2013										(40,000	)					(40,000	)					(40,000	)
Amortization of deferred COO services										3,333						3,333						3,333
Common stock issued for employee services valued at $0.01333 per share on November 1, 2013						250,000		25		3,308						3,333						3,333
Common stock issued for provisional patent valued at $0.01333 per share on November 16, 2013						2,000,000		200		26,460						26,660						26,660
Common stock issued for employee services valued at $0.01333 per share on November 21, 2013						200,000		20		2,646						2,666						2,666
Common stock issued for termination valued at $0.01333 per share on December 23, 2013						60,000		6		794						800						800
Net loss													(135,222	)		(135,222	)		(15,383	)		(150,605	)
Balance, December 31, 2013		20,000		2		16,510,000		1,651		175,239			(135,222	)		41,670			(15,383	)		26,287
Common stock and warrants issued for cash at $0.15 on January 22, 2014						116,000		12		17,388						17,400						17,400
Amortization of deferred COO services										9,999						9,999						9,999
Common stock and warrants issued for cash at $0.15 on February 25, 2014						60,000		6		8,994						9,000						9,000
Common stock issued for employee services valued at At $0.15 per share granted on May 1, 2014						250,000		25		37,475						37,500						37,500
Common stock issued for consulting services valued at At $0.15 per share granted on May 9, 2014						1,000,000		100		149,900						150,000						150,000
Common stock issued to Consultant pursuant to an agreement for future services valued At $0.15 per share granted on May 19, 2014						25,000		2		3,748						3,750						3,750
Net loss													(274,016	)		(274,016	)		(7,124	)		(281,140	)
Balance, September 30, 2014		20,000	$	2		17,961,000	$	1,796	$	402,743		$	(409,238	)	$	(4,697	)	$	(22,507	)	$	(27,204	)

See accompanying notes to the consolidated financial statements.

~~See accompanying notes to the consolidated financial statements.~~F-3

~~F-4~~3D Total Solutions Inc.

3DConsolidated ~~Total~~Statements ~~Solutions~~of ~~Inc.~~Cash Flows

Consolidated Statements of Cash Flows

	For the Three Months			For the Three Months
	Ended			Ended
	March 31, 2015			March 31, 2014
	(Unaudited)			(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss before non-controlling interest	$	(21,764	)	$	(40,297	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		214			226
Amortizatiion		429			-
Common shares issued for employee services		3,333			3,333
Changes in operating assets and liabilities:
Prepaid expenses		-			2,000
Accounts payable		(4,688	)		-
Accrued expenses		10,921			4,544

NET CASH USED IN OPERATING ACTIVITIES		(11,555	)		(30,194	)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment		-			(2,498	)

NET CASH USED IN INVESTING ACTIVITIES		-			(2,498	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Note payable - related party		-			5,000
Advances from related party		1,500			-
Sale of common stock		6,800			26,400

NET CASH PROVIDED BY FINANCING ACTIVITIES		8,300			31,400

NET CHANGE IN CASH		(3,255	)		(1,292	)

Cash at beginning of reporting period		4,266			6,559

Cash at end of reporting period	$	1,011		$	5,267

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

Interest paid	$	533		$	44
Income tax paid	$	-		$	-

				For the Period from
	For the Nine Months			March 8, 2013
	Ended			(inception) through
	September 30, 2014			September 30, 2013
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss before non-controlling interest	$	(281,140	)	$	(102,719	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		678			87
Common shares issued for employee services		201,249			50,100
Changes in operating assets and liabilities:
Prepaid expenses		2,000			-
Accounts payable		6,858			-
Accrued expenses		(1,782	)		165
NET CASH USED IN OPERATING ACTIVITIES		(72,137	)		(52,367	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(3,244	)		(1,042	)
Patent application costs		(9,340	)		-
Website development costs		(1,545	)		(2,625	)
NET CASH USED IN INVESTING ACTIVITIES		(14,129	)		(3,667	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Note payable - related party		57,500			10,000
Sale of preferred stock		-			30,000
Sale of common stock		26,400			60,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		83,900			100,000
NET CHANGE IN CASH		(2,366	)		43,966
Cash at beginning of reporting period		6,559			-
Cash at end of reporting period	$	4,193		$	43,966
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	1,174		$	648
Income tax paid		-			-

See accompanying notes to the consolidated financial statements.

~~See accompanying notes to the consolidated financial statements.~~F-4

~~F-5~~3D Total Solutions Inc.

3DMarch ~~Total~~31, ~~Solutions~~2015 ~~Inc.~~and 2014

~~September~~Notes ~~30,~~to ~~2014~~the ~~and~~Consolidated ~~2013~~Financial Statements

~~Notes to the Consolidated Financial Statements~~(Unaudited)

~~(Unaudited)~~Note 1 - Organization and Operations

~~Note~~3D 1Total -Solutions ~~Organization and Operations~~Inc.

3D Total Solutions Inc. (the “Company) was incorporated on March 8, 2013 under the laws of the State of Delaware. The Company is developing ‘hardware-based’ products, namely a 3D printer and a desktop extruder. In addition the Company is developing ‘software-based’ products which are anticipated to include 3D gaming applications and competitions (in development), a website with the ability to support an online community of users that can upload and share their designs/prints, and an area of the website where users can purchase parts kits that will allow them to build better, more useful objects than what is currently on the market.

3DFormation ~~Total~~of ~~Solutions~~a ~~Inc.~~Majority ~~(the~~Owned ~~“Company) was incorporated on March 8~~Subsidiary, ~~2013 under the laws of the State of Delaware. The Company is developing a~~ 3D ~~printer~~ ~~and~~Total aSolutions ~~desktop extruder.~~Limited

~~Formation~~On ofOctober a14, ~~Majority Owned~~2013 ~~Subsidiary,~~the Company formed 3D Total Solutions Limited, a private limited company in England. The Company owns 51% of this entity and the remaining 49% is owned by the Company's former head of Research and Development. The Company has been the sole source of funds to cover the operating costs of the subsidiary until it can be self supporting through its sales and profits.

OnNote ~~October~~2 ~~14,~~- ~~2013~~Significant ~~the Company formed 3D Total Solutions Limited, a private limited company in England. The Company owns 51% of this entity~~ and ~~the remaining~~ ~~49%~~Critical isAccounting ~~owned~~Policies ~~by the Company's former head of Research~~ and ~~Development. The Company has been the sole source of funds to cover the operating costs of the subsidiary until it can be self supporting through its sales and profits.~~Practices

~~Note~~The Management 2of -the ~~Significant~~Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical ~~Accounting~~accounting ~~Policies~~policies and ~~Practices~~practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

~~The Management~~Basis of ~~the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of~~Presentation ~~accounting~~– ~~policies~~Unaudited ~~and~~Interim ~~their~~Financial application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.Information

~~Basis~~The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of ~~Presentation~~America (“U.S. GAAP”) for the interim financial information, –and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. Unaudited ~~Interim~~interim ~~Financial~~results ~~Information~~are not necessarily indicative of the results for the full fiscal year. These consolidated financial statements should be read in conjunction with the Form 10K that was filed by the Company on April 14, 2015.

~~The accompanying~~Use ~~unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America~~Estimates ~~(“U.S. GAAP”) for the interim financial information,~~ and ~~with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and~~ ~~Article~~Assumptions ~~8 of Regulation S-X. Accordingly, they do not include all of the information~~ and ~~footnotes~~Critical ~~required~~Accounting byEstimates U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the period from March 8, 2013 (inception) through December 31, 2013 and notes thereto contained in the information filed as part of the Company’s Registration Statement on Form S-1, which was filed with the Securities and Exchange Commission on September 3, 2014 and declared effective on November 10, 2014.Assumptions

~~Development~~The preparation of financial ~~Stage~~statements ~~Company~~in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

~~The~~Critical ~~Company~~accounting isestimates are estimates for which (a) ~~development~~the ~~stage~~nature ~~company~~of asthe ~~defined~~estimate byis ~~section~~material ~~915-10-20~~due ofto the ~~FASB~~levels ~~Accounting~~of ~~Standards~~subjectivity ~~Codification.~~and ~~The Company~~judgment isnecessary ~~devoting~~to ~~substantially~~account ~~all~~for ofhighly ~~its~~uncertain ~~efforts~~matters onor ~~establishing~~ the ~~business~~susceptibility ~~and~~of ~~its~~such ~~planned~~matters ~~principal~~to ~~operations~~change ~~have~~and ~~not~~(b) ~~commenced. All~~the ~~losses~~impact ~~accumulated~~of ~~since~~the ~~inception~~estimate on ~~have~~financial ~~been~~condition ~~considered~~or asoperating ~~part~~performance ofis ~~the~~material. The Company'’s ~~development~~critical ~~stage~~accounting ~~activities.~~estimates and assumptions affecting the financial statements were:

~~The Company~~(i) ~~has~~Assumption ~~elected~~as toa ~~adopt~~going ~~early~~concern: ~~application~~Management ofassumes ~~Accounting~~that ~~Standards~~the ~~Update~~Company ~~No.~~will ~~2014-10,~~continue ~~Development~~as ~~Stage~~a ~~Entities~~going ~~(Topic~~concern, ~~915): Elimination~~which ofcontemplates ~~Certain~~continuity ~~Financial~~of ~~Reporting~~operations, ~~Requirements.~~realization ~~Upon~~of ~~adoption~~assets, ~~the~~and ~~Company~~liquidation noof ~~longer~~liabilities ~~presents~~in orthe ~~discloses~~normal ~~inception-to-date information~~course ~~and other remaining disclosure requirements~~ of ~~Topic 915.~~business;

~~Use~~(ii) Fair value of ~~Estimates and~~long-lived ~~Assumptions~~assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and ~~Critical~~(vi) ~~Accounting~~regulatory ~~Estimates~~changes. The Company evaluates acquired assets for potential impairment indicators at least annually and ~~Assumptions~~more frequently upon the occurrence of such events.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).F-5

~~Critical accounting~~(iii) ~~estimates~~Valuation ~~are~~allowance ~~estimates~~ for ~~which~~deferred ~~(a)~~tax assets: Management assumes that the ~~nature~~realization of the ~~estimate~~Company’s isnet ~~material~~deferred ~~due~~tax toassets ~~the~~resulting ~~levels~~from ofits ~~subjectivity~~net ~~and~~operating ~~judgment necessary~~loss to(“NOL”) ~~account~~carry–forwards for ~~highly~~Federal ~~uncertain~~income ~~matters~~tax orpurposes ~~the~~that ~~susceptibility~~may ofbe ~~such~~offset ~~matters~~against tofuture ~~change~~taxable income was not considered more likely than not and ~~(b)~~accordingly, the ~~impact~~potential tax benefits of the ~~estimate on~~net ~~financial~~loss ~~condition~~carry-forwards orare ~~operating~~offset ~~performance~~by isa ~~material~~full valuation allowance. ~~The~~Management made this assumption based on (a) the Company’s ~~critical~~has ~~accounting~~incurred ~~estimates~~recurring losses, (b) general economic conditions, and ~~assumptions affecting~~(c) ~~the~~its ~~financial~~ability ~~statements~~to ~~were:~~raise additional funds to support its daily operations by way of a public or private offering, among other factors.

~~F-6~~(iv) Estimates and assumptions used in valuation of equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk free rate(s) to value share options and similar instruments.

~~(i)~~These ~~Assumption~~significant asaccounting estimates aor ~~going~~assumptions ~~concern:~~bear ~~Management~~the ~~assumes~~risk ~~that~~of ~~the~~change ~~Company~~due ~~will~~to ~~continue~~the asfact athat ~~going~~there ~~concern,~~are ~~which~~uncertainties ~~contemplates~~attached ~~continuity~~to ofthese ~~operations,~~estimates ~~realization~~or ~~of assets~~assumptions, and ~~liquidation~~certain ofestimates ~~liabilities~~or inassumptions ~~the~~are ~~normal~~difficult ~~course~~to ofmeasure ~~business;~~or value.

~~(ii)~~Management ~~Fair~~bases ~~value~~its ofestimates on ~~long-lived~~historical ~~assets:~~experience ~~Fair~~and ~~value~~on isvarious ~~generally~~assumptions ~~determined~~that ~~using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets~~ are ~~determined~~believed to be ~~recoverable,~~reasonable ~~but~~in ~~the~~relation ~~newly~~to ~~determined remaining estimated useful lives are shorter than originally estimated,~~ the ~~net~~financial ~~book~~statements taken ~~values~~as ofa ~~the~~whole ~~long-lived~~under ~~assets are depreciated over~~ the ~~newly~~circumstances, ~~determined remaining estimated useful lives. The Company considers~~ the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; ~~(ii) significant changes in the manner or use~~ of ~~assets~~which orform in the ~~Company’s~~basis ~~overall~~for ~~strategy~~making ~~with~~judgments ~~respect~~about to the ~~manner~~carrying orvalues ~~use~~ of ~~the acquired~~ assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and ~~(vi)~~liabilities ~~regulatory~~that ~~changes.~~are ~~The~~not ~~Company~~readily ~~evaluates~~apparent ~~acquired~~from ~~assets~~other ~~for potential impairment indicators at least annually and more frequently upon the occurrence of such events~~sources.

~~(iii) Valuation allowance for deferred tax assets:~~ Management ~~assumes~~regularly ~~that~~ evaluates the ~~realization~~key offactors ~~the~~and ~~Company’s~~assumptions ~~net~~used ~~deferred~~to ~~tax~~develop ~~assets~~the ~~resulting~~estimates ~~from~~utilizing ~~its~~currently ~~net~~available ~~operating~~information, ~~loss~~changes ~~(“NOL”)~~in ~~carry–forwards~~facts ~~for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not~~ and ~~accordingly~~circumstances, historical ~~the~~experience ~~potential~~and ~~tax~~reasonable ~~benefits of the net loss carry-forwards are offset by a full valuation allowance~~assumptions. ~~Management~~After ~~made~~such ~~this assumption based on (a) the Company has incurred recurring losses~~evaluations, ~~(b)~~if ~~general~~deemed ~~economic conditions~~appropriate, ~~and~~those ~~(c)~~estimates ~~its~~are ~~ability~~adjusted ~~to raise additional funds to support its daily operations by way of a public or private offering, among other factors~~accordingly.

~~(iv)~~Actual ~~Estimates~~results ~~and~~could ~~assumptions~~differ from ~~used~~those ~~in valuation of equity instruments: Management~~ estimates expected term of share options and similar instruments, expected volatility of the Company’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk free rate(s) to value share options and similar instruments.

~~These~~Principles ~~significant accounting estimates or assumptions bear the risk~~ of ~~change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.~~Consolidation

~~Management~~The ~~bases~~Company ~~its~~applies ~~estimates on~~the ~~historical~~guidance ~~experience~~of ~~and~~Topic on810 “Consolidation” ~~various~~of ~~assumptions~~the ~~that~~FASB ~~are~~Accounting ~~believed~~Standards Codification to bedetermine ~~reasonable~~whether inand ~~relation~~how to ~~the~~consolidate ~~financial~~another ~~statements~~entity. ~~taken~~Pursuant asto ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a ~~whole~~parent ~~under~~has a controlling financial interest—shall be consolidated except (1) when control does not rest with the ~~circumstances~~parent, the ~~results~~majority owner; (2) if the parent is a broker-dealer within the scope of ~~which~~Topic ~~form~~940 and control is likely to be temporary; (3) consolidation by an investment company within the ~~basis~~scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for ~~making~~a ~~judgments~~controlling ~~about~~financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the ~~carrying~~outstanding ~~values~~voting shares of another entity is a condition ~~assets~~pointing ~~and~~toward ~~liabilities~~consolidation. ~~that~~The ~~are~~power ~~not~~to ~~readily~~control ~~apparent~~may ~~from~~also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other ~~sources~~stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.

~~Management~~The ~~regularly~~consolidated ~~evaluates the~~financial ~~key~~statements ~~factors~~include all ~~and~~accounts ~~assumptions~~of ~~used to develop~~ the ~~estimates~~entities ~~utilizing~~as ~~currently~~of ~~available~~the ~~information,~~reporting ~~changes~~period inending ~~facts~~date(s) and ~~circumstances, historical~~for ~~experience~~the ~~and~~reporting ~~reasonable~~period(s) ~~assumptions.~~as ~~After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.~~follows:

Actual results could differ from those estimates.

Name of consolidated subsidiary or
entity

State or other jurisdiction of
incorporation or organization

Date of incorporation or formation

(date of acquisition, if applicable)

Attributable interest

3D Total Solutions Limited

England

October 14, 2013

~~Principles~~The consolidated financial statements include all accounts of ~~Consolidation~~the Company and its consolidated subsidiary as of the reporting period ending date and for the Company for the reporting period then ended and the subsidiary from the date of incorporation through the reporting period.

~~The~~All ~~Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810~~inter-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company ~~within~~balances ~~the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest,~~ and, ~~therefore, as a general rule ownership by~~transactions ~~one~~have ~~reporting~~been ~~entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation~~eliminated. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.

~~The~~Fair ~~consolidated~~Value ~~financial statements include all accounts~~ of ~~the entities as of the reporting period ending date(s) and for the reporting period(s) as follows:~~Financial Instruments

Name of consolidated subsidiary or entity		State or other jurisdiction of incorporation or organization		Date of incorporation or formation (date of acquisition, if applicable)		Attributable interest
3D Total Solutions Limited		England		October 14, 2013			51	%

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

F-76

The consolidated financial statements include all accounts of the Company and its consolidated subsidiary as of the reporting period ending date and for the Company for the reporting period then ended and the subsidiary from the date of incorporation through the reporting period.

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

~~All~~Financial ~~inter-company~~assets ~~balances~~are ~~and~~considered Level ~~transactions~~3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and ~~have~~at ~~been~~least ~~eliminated~~one significant model assumption or input is unobservable.

~~Fair~~The ~~Value~~fair ofvalue ~~Financial~~hierarchy ~~Instruments~~gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The ~~Company~~carrying ~~follows~~amount ~~paragraph 825-10-50-10~~ of the ~~FASB Accounting Standards Codification for disclosures about fair value of its~~ Company’s financial ~~instruments~~assets and ~~paragraph 820-10-35-37~~liabilities, ofsuch ~~the~~as FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP)cash, ~~and~~accounts ~~expands~~payable ~~disclosures about fair value measurements. To increase consistency~~ and ~~comparability~~accrued inexpenses ~~fair~~approximate ~~value~~their ~~measurements and related disclosures, Paragraph 820-10-35-37 establishes a~~ fair value ~~hierarchy which~~because ~~prioritizes~~of the ~~inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy~~ ~~gives~~short ~~the~~maturity ~~highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels~~ of ~~fair~~those ~~value hierarchy defined by Paragraph 820-10-35-37 are described below:~~instruments.

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

~~Financial~~Carrying ~~assets are considered Level 3 when their fair values are determined using pricing models~~Value, ~~discounted cash flow methodologies or similar techniques~~Recoverability and atImpairment ~~least~~of ~~one~~Long-Lived ~~significant model assumption or input is unobservable.~~Assets

The ~~fair~~Company ~~value~~has ~~hierarchy~~adopted Section ~~gives~~360-10-35 of the ~~highest~~FASB ~~priority~~Accounting Standards Codification for its long-lived assets. Pursuant to ~~quoted~~ASC ~~prices~~Paragraph ~~(unadjusted)~~360-10-35-17 inan ~~active~~impairment loss ~~markets~~shall ~~for~~be ~~identical~~recognized ~~assets~~only orif ~~liabilities~~the carrying amount of a long-lived asset (asset group) is not recoverable and ~~the~~exceeds ~~lowest~~its ~~priority~~fair tovalue. ~~unobservable~~The ~~inputs.~~carrying Ifamount of a long-lived asset (asset group) is not recoverable if it exceeds the ~~inputs~~sum ~~used~~of the undiscounted cash flows expected to ~~measure~~result from the ~~financial~~use ~~assets~~ and ~~liabilities~~eventual ~~fall~~disposition ~~within~~of ~~more~~the ~~than~~asset ~~one~~(asset ~~level~~group). ~~described above,~~That ~~the~~assessment ~~categorization~~shall isbe based on the carrying ~~lowest~~amount ~~level~~of ~~input~~the ~~that~~asset (asset group) at the date it is ~~significant~~tested tofor recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. ~~measurement~~Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the ~~instrument~~new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited.

~~The~~Pursuant ~~carrying~~to ~~amount~~ASC ofParagraph 360-10-35-21 the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate ~~financial~~that ~~assets~~its ~~and~~carrying ~~liabilities,~~amount may not be recoverable. The Company considers the following to be some examples of such asevents ~~cash,~~or ~~prepaid~~changes in ~~expenses~~circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group); (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), ~~accounts~~including ~~payable~~an adverse action or assessment by a regulator; (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and ~~accrued~~(f) ~~expenses~~A ~~approximate~~current ~~their~~expectation ~~fair~~that, more likely ~~value~~than ~~because~~not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the ~~short~~end ~~maturity~~of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of ~~those~~such ~~instruments~~events.

~~Transactions~~Pursuant ~~involving~~to ~~related~~ASC ~~parties~~Paragraphs ~~cannot~~360-10-45-4 beand ~~presumed~~360-10-45-5 toan beimpairment ~~carried~~loss ~~out~~recognized onfor ana ~~arm's~~long-~~length~~lived ~~basis,~~asset as(asset ~~the~~group) ~~requisite~~to ~~conditions~~be ofheld ~~competitive,~~and ~~free-market~~used ~~dealings~~shall be included ~~may~~in ~~not~~income ~~exist~~from continuing operations before income taxes in the income statement of a business entity. ~~Representations~~If ~~about~~a ~~transactions~~subtotal ~~with~~such ~~related~~as ~~parties,~~income from ifoperations ~~made~~is presented, it shall ~~not~~include ~~imply~~the amount of that ~~the~~loss. ~~related~~A ~~party~~gain ~~transactions were~~or ~~consummated~~loss recognized on ~~terms~~the ~~equivalent~~sale toof ~~those~~a long-lived asset (disposal group) that ~~prevail~~is not a component of an entity shall be included in ~~arm's-length~~income ~~transactions~~from ~~unless~~continuing operations before income taxes in the income statement of a business entity. If a subtotal such ~~representations~~as ~~can~~income befrom ~~substantiated~~operations is presented, it shall include the amounts of those gains or losses.

~~Carrying~~Cash ~~Value, Recoverability and Impairment of Long-Lived Assets~~Equivalents

The Company ~~has~~considers ~~adopted Section~~all ~~360-10-35 of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17~~highly anliquid ~~impairment~~investments ~~loss~~with ~~shall be recognized only if the carrying amount of~~ a ~~long-lived~~maturity ~~asset (asset group) is not recoverable and exceeds its fair value. The carrying amount~~ of athree ~~long-lived~~months ~~asset~~or ~~(asset~~less ~~group)~~when ispurchased ~~not recoverable if it exceeds the sum of the undiscounted cash flows expected~~ to ~~result from the use and eventual disposition of the asset (asset group). That assessment shall~~ be ~~based on~~cash ~~the carrying amount of the asset (asset group) at the date it is tested for recoverability~~equivalents. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited.

~~Pursuant to ASC Paragraph 360~~F-10-35-21 the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group); (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.7

~~F-8~~Property and Equipment

~~Pursuant~~Property ~~to ASC Paragraphs 360-10-45-4~~ and ~~360-10-45-5~~equipment anis ~~impairment~~recorded at ~~loss~~cost. ~~recognized~~Expenditures for amajor ~~long-lived~~additions ~~asset~~and ~~(asset~~betterments ~~group)~~are tocapitalized. beMaintenance ~~held~~ and ~~used~~repairs ~~shall~~are becharged ~~included in~~to ~~income from continuing~~ operations ~~before~~as incurred. ~~income~~Depreciation ~~taxes~~of inproperty ~~the~~and ~~income~~equipment ~~statement~~is ofcomputed aby ~~business~~the ~~entity.~~straight-line Ifmethod a(after ~~subtotal~~taking ~~such~~into asaccount ~~income~~their respective ~~from~~estimated ~~operations~~residual isvalues) ~~presented,~~over ~~it shall include~~ the ~~amount~~assets ofestimated ~~that~~useful ~~loss.~~life ~~A gain or loss recognized on the sale~~ of afive ~~long-lived asset~~ (~~disposal group~~5) ~~that~~years. isUpon ~~not~~sale aor ~~component~~retirement of anproperty ~~entity~~and ~~shall be included in income from continuing operations before income taxes~~equipment, in the ~~income~~related ~~statement~~cost ofand aaccumulated ~~business~~depreciation ~~entity.~~are Ifremoved afrom ~~subtotal~~the ~~such~~accounts asand ~~income~~any ~~from~~gain ~~operations~~or loss is ~~presented,~~reflected itin ~~shall include~~ the ~~amounts~~statements of ~~those gains or losses~~operations.

~~Cash~~Patent ~~Equivalents~~Application Costs

The Company ~~considers~~follows ~~all~~the guidelines as set out ~~highly~~in ~~liquid~~paragraph ~~investments~~350-30-25-3 ~~with~~and aparagraph ~~maturity~~350-30-35-6 of ~~three~~the ~~months~~FASB Accounting Standards Codification for patent. For acquired patents the Company records the costs to acquire patents as patent and amortizes the patent acquisition cost over its remaining legal life, or ~~less~~estimated useful life, or the term of the contract, whichever is shorter. For internal developed patents, all costs incurred to the point when ~~purchased~~a patent application is to be ~~cash~~filed ~~equivalents~~are expended as incurred as research and development expense; patent application costs, generally legal costs, thereafter incurred are capitalized, which are to be amortized once the patents are granted or expended if the patent application is rejected. The Company amortizes the internal developed patents over the shorter of the expected useful lives or the legal lives of the patents, which are generally 17 to 20 years for domestic patents and 5 to 20 years for foreign patents from the date when the patents are granted. The costs of defending and maintaining patents are expended as incurred.

~~Property~~Upon becoming fully amortized, the related cost and ~~Equipment~~accumulated amortization are removed from the accounts.

~~Property~~Website ~~and~~Development equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (5) years.Costs

~~Upon~~The ~~sale~~Company orhas ~~retirement~~adopted Subtopic 350-50 of ~~property~~the FASB Accounting Standards Codification for website development costs. Under the requirements of Sections 350-50-15 and ~~equipment~~350-50-25, the ~~related~~Company ~~cost~~capitalizes ~~and~~costs ~~accumulated~~incurred ~~depreciation~~to ~~are~~develop ~~removed~~a ~~from~~website ~~the~~as ~~accounts~~website ~~and~~development ~~any~~costs, ~~gain~~which orare ~~loss~~amortized ison ~~reflected~~a instraight-line basis over the ~~statements~~estimated useful life of ~~operations~~three (3) years. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

~~Patent~~Related ~~Application Costs~~Parties

The Company follows ~~the~~subtopic ~~guidelines as set out in paragraph 350~~850-~~30-25-3~~10 ~~and paragraph 350-30-35-6~~ of the FASB Accounting Standards Codification for ~~patent. For acquired patents~~ the ~~Company~~identification ~~records the costs to acquire patents as patent and amortizes the patent acquisition cost over its remaining legal life, or estimated useful life, or the term~~ of ~~the~~related ~~contract,~~parties ~~whichever is shorter. For internal developed patents, all costs incurred to the point when a patent application is to be filed are expended as incurred as research~~ and ~~development~~disclosure expense; patent application costs, generally legal costs, thereafter incurred are capitalized, which are to be amortized once the patents are granted or expended if the patent application is rejected. The Company amortizes the internal developed patents over the shorter of ~~the~~related ~~expected useful lives or the legal lives of the patents, which are generally 17 to 20 years for domestic patents and 5 to~~party ~~20 years for foreign patents from the date when the patents are granted~~transactions. ~~The costs of defending and maintaining patents are expended as incurred.~~

~~Upon~~Pursuant ~~becoming~~to ~~fully~~Section ~~amortized,~~850-10-20 the related ~~cost~~parties include (a.) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and ~~accumulated~~construed ~~amortization~~under Rule 405 under the Securities Act); (b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are ~~removed~~managed by or under the trusteeship of management; (d.) principal owners of the Company; (e.) management of the Company; (f.) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g.) other parties that can significantly influence the ~~accounts~~management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

~~Website~~The ~~Development~~financial statements shall ~~Costs~~include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a.) the nature of the relationship(s) involved; (b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

~~The~~Commitments ~~Company has adopted Subtopic 350-50 of the FASB Accounting Standards Codification for website development costs. Under the requirements of Sections 350-50-15~~ and ~~350-50-25, the Company capitalizes costs incurred to develop a website as website development costs, which are amortized on a straight-line basis over the estimated useful life of three (3) years.~~Contingencies

~~Upon~~The ~~becoming~~Company ~~fully~~follows ~~amortized,~~subtopic 450-20 of the ~~related~~FASB ~~cost~~Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and ~~accumulated~~such ~~amortization~~assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are ~~removed~~pending ~~from~~against the ~~accounts~~Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

~~Related Parties~~F-8

~~The~~If ~~Company~~the ~~follows~~assessment ~~subtopic~~of a contingency ~~850-10~~indicates that it is probable that a material loss has been incurred and the amount of the ~~FASB~~liability ~~Accounting~~can ~~Standards~~be ~~Codification~~estimated, ~~for~~then the estimated ~~identification~~liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of ~~related~~the ~~parties~~contingent liability, and ~~disclosure~~an estimate of ~~related~~the ~~party~~range of possible losses, if determinable and material, would be ~~transactions~~disclosed.

~~Pursuant~~Loss tocontingencies ~~Section 850-10-20~~considered ~~the~~remote ~~Related~~are ~~parties~~generally ~~include~~not ~~a. affiliates~~disclosed ~~(“Affiliate”~~unless ~~means,~~they ~~with~~involve ~~respect to any specified Person~~guarantees, ~~any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used~~ in ~~and~~which ~~construed~~case ~~under Rule 405 under~~ the ~~Securities~~guarantees ~~Act) of the Company; b. entities for which investments in their equity securities~~ would be ~~required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c~~disclosed. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

FNon-9controlling Interest

The ~~financial~~Company ~~statements~~follows paragraph ~~shall~~810-10-65-1 ~~include disclosures~~ of ~~material~~the ~~related~~FASB ~~party~~Accounting ~~transactions,~~Standards ~~other~~Codification ~~than~~to ~~compensation~~report ~~arrangements, expense allowances, and other similar items in~~ the ~~ordinary~~non-controlling ~~course~~interest ~~of business. However, disclosure of transactions that are eliminated~~ in the ~~preparation of~~ consolidated orbalance ~~combined~~sheets within ~~financial~~the ~~statements~~equity issection, ~~not~~separately ~~required~~from ~~in those statements. The disclosures shall include: (a.)~~ the ~~nature of the relationship(~~Company’s) ~~involved;~~stockholders’ (bequity.) aNon-controlling ~~description~~interest ~~of the transactions, including transactions to which no amounts or nominal~~represents ~~amounts were ascribed, for each of~~ the ~~periods~~non-controlling ~~for~~interest ~~which~~holder’s ~~income~~proportionate ~~statements~~share ~~are presented, and such other information deemed necessary to an understanding~~ of the ~~effects~~equity of the ~~transactions~~Company’s onmajority-owned ~~the financial statements; (c~~subsidiary.) Non-controlling ~~the~~interest ~~dollar~~is ~~amounts~~adjusted ~~of transactions~~ for ~~each~~ of the ~~periods~~non-controlling ~~for~~interest ~~which~~holder’s ~~income~~proportionate ~~statements~~share ~~are presented and the effects~~ of ~~any change in~~ the ~~method~~earnings ofor ~~establishing the terms~~losses ~~from~~and ~~that~~other ~~used~~comprehensive inincome ~~the~~(loss), ~~preceding~~if ~~period;~~any, and ~~(d.)~~the ~~amounts~~non-controlling ~~due~~interest ~~from~~continues or to ~~related~~be ~~parties~~attributed asits ofshare ~~the date~~ of ~~each balance sheet presented~~losses ~~and,~~even if ~~not~~that ~~otherwise~~attribution ~~apparent,~~results ~~the~~in ~~terms~~a ~~and~~deficit ~~manner~~non-controlling ofinterest ~~settlement~~balance.

~~Commitments~~Revenue ~~and Contingencies~~Recognition

The Company follows ~~subtopic~~paragraph ~~450~~605-2010-S99-1 of the FASB Accounting Standards Codification ~~to report accounting~~ for ~~contingencies~~revenue recognition. ~~Certain~~The ~~conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the~~ Company ~~but which~~ will ~~only~~recognize berevenue ~~resolved~~ when ~~one~~it is orrealized ~~more future events occur~~ or ~~fail~~realizable toand ~~occur~~earned. The Company ~~assesses~~considers ~~such~~revenue ~~contingent~~realized ~~liabilities,~~or realizable and ~~such~~earned ~~assessment~~when ~~inherently involves~~all ~~an exercise~~ of ~~judgment. In assessing loss contingencies related to legal proceedings that are pending against~~ the ~~Company~~following orcriteria ~~un-asserted~~are ~~claims~~met: ~~that~~(i) ~~may~~persuasive ~~result~~evidence inof ~~such~~an ~~proceedings~~arrangement exists, ~~the~~(ii) ~~Company evaluates~~ the ~~perceived~~product ~~merits~~has ofbeen ~~any~~shipped ~~legal proceedings~~ or ~~un-asserted~~the ~~claims~~services ashave ~~well~~been rendered asto the ~~perceived~~customer, ~~merits~~(iii) of the ~~amount~~sales ofprice ~~relief~~is ~~sought~~fixed or ~~expected~~determinable, toand be(iv) ~~sought~~collectability ~~therein~~is reasonably assured.

IfThe ~~the~~Company ~~assessment~~will ofderive aits ~~contingency~~revenue ~~indicates~~from ~~that~~licensing, itmanufacturing, isselling, ~~probable~~research ~~that a material loss has been incurred~~ and ~~the amount of the liability can be estimated~~development, ~~then~~ ~~the~~and ~~estimated~~royalty ~~liability would be accrued in the Company’s consolidated financial statements~~activities. Revenues Ifwill ~~the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot~~ be ~~estimated,~~recognized ~~then~~by ~~the~~major ~~nature~~categories ofunder the ~~contingent~~following ~~liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.~~policies:

~~Loss~~(i) ~~contingencies~~For ~~considered remote~~licensing activities, revenue from such agreements will be realized over the term and under the conditions of each specific license once all contract conditions have been met. Payments for licensing fees are generally ~~not~~received ~~disclosed~~at ~~unless~~the ~~they~~time ~~involve~~the ~~guarantees~~license agreements are executed, inunless ~~which~~other ~~case~~terms ~~the~~for ~~guarantees~~delayed ~~would~~payment beare ~~disclosed~~documented and agreed to between the parties.

~~Non-controlling~~(ii) ~~Interest~~For manufacturing and selling activities, revenues will be realized when the products are delivered to customers and collection is reasonably assured.

~~The~~(iii) ~~Company~~For ~~follows~~research ~~paragraph 810-10-65-1~~and ofdevelopment ~~the~~activities, ~~FASB~~revenues ~~Accounting~~from ~~Standards~~such ~~Codification~~agreements towill ~~report~~be ~~the~~realized ~~non-controlling~~as ~~interest~~contracted inservices ~~the~~are ~~consolidated~~performed ~~balance~~or ~~sheets within~~when ~~the~~milestones ~~equity~~are ~~section~~achieved, ~~separately~~in ~~from~~accordance ~~the~~with ~~Company’s stockholders’ equity. Non-controlling interest represents~~ the ~~non-controlling~~terms ~~interest~~of ~~holder’s~~specific ~~proportionate~~agreements. ~~share~~Advance ofpayments for the ~~equity~~use of ~~the~~technology ~~Company’s~~where ~~majority-owned~~further ~~subsidiary. Non-controlling~~services ~~interest~~are isto ~~adjusted~~be ~~for~~provided ~~the~~or ~~non-controlling~~fees ~~interest~~received ~~holder’s~~on ~~proportionate~~the ~~share~~signing of ~~the~~research ~~earnings~~agreements orare ~~losses and~~recognized ~~other~~over ~~comprehensive~~the ~~income~~period ~~(loss),~~of ifperformance ~~any,~~of ~~and~~ the ~~non-controlling~~related ~~interest~~activities. ~~continues~~Amounts toreceived bein ~~attributed~~advance ~~its share~~ of ~~losses even~~recognition ifwill ~~that~~be ~~attribution~~considered ~~results~~as indeferred arevenues ~~deficit~~by ~~non-controlling~~the ~~interest balance~~Company.

~~Revenue~~(iv) ~~Recognition~~For royalty activities, revenues will be realized once performance requirements of the Company have been completed and collection is reasonably assured.

~~The~~Research ~~Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable~~ and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.Development

The Company ~~will~~follows ~~derive~~paragraph ~~its~~730-10-25-1 ~~revenue~~of ~~from~~the ~~licensing,~~FASB ~~manufacturing,~~Accounting ~~selling,~~Standards Codification (formerly Statement of Financial Accounting Standards No. 2 “Accounting for Research and Development Costs”) and paragraph 730-20-25-11 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 68 “Research and Development Arrangements”) for research and development, costs. Research and ~~royalty~~development ~~activities~~costs are charged to expense as incurred. ~~Revenues~~ ~~will~~Research and development costs consist primarily of remuneration befor ~~recognized~~material byand ~~major~~testing ~~categories~~costs ~~under~~for ~~the~~research ~~following~~and ~~policies:~~development.

~~(i)~~Stock-Based ~~For licensing activities, revenue from such agreements will be realized over the term and under the conditions of each specific license once all contract conditions have been met. Payments~~ Compensation for ~~licensing~~Obtaining ~~fees~~Employee ~~are generally received at the time the license agreements are executed, unless other terms for delayed payment are documented and agreed to between the parties.~~Services

~~(ii)~~The ~~For~~Company ~~manufacturing~~accounts ~~and~~for ~~selling~~share-based payment ~~activities,~~transactions ~~revenues~~issued ~~will~~to beemployees ~~realized~~under ~~when~~the guidance of the ~~products~~Topic ~~are~~718 ~~delivered~~Compensation—Stock toCompensation ~~customers~~of ~~and~~the ~~collection~~FASB Accounting isStandards ~~reasonably~~Codification ~~assured~~(“ASC Topic 718”).

F-109

~~(iii)~~Pursuant ~~For~~to ~~research~~ASC ~~and~~Section ~~development~~718-10-20 an ~~activities,~~employee ~~revenues~~is ~~from~~an ~~such~~individual ~~agreements~~over ~~will~~whom bethe ~~realized~~grantor asof ~~contracted~~a ~~services~~share-based ~~are~~compensation ~~performed~~award exercises or ~~when~~has ~~milestones~~the ~~are~~right ~~achieved,~~to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in ~~accordance~~case ~~with~~law ~~the~~and ~~terms~~currently ofunder ~~specific~~U.S. Internal ~~agreements~~Revenue Service (“IRS”) Revenue Ruling 87-41. ~~Advance~~A ~~payments~~nonemployee ~~for~~director ~~the~~does ~~use~~not satisfy this definition of ~~technology~~employee. Nevertheless, ~~where~~nonemployee ~~further~~directors ~~services~~acting in their role as members of a board of directors are totreated beas ~~provided~~employees orif ~~fees~~those ~~received~~directors were onelected by the ~~signing~~employer’s ofshareholders ~~research~~or ~~agreements~~appointed ~~are~~to ~~recognized~~a ~~over~~board ~~the~~position ~~period~~that ofwill ~~performance~~be offilled by shareholder election when the ~~related~~existing ~~activities~~term expires. ~~Amounts~~However, ~~received~~that inrequirement ~~advance~~applies ofonly ~~recognition~~to ~~will~~awards begranted ~~considered~~to nonemployee directors for their services as ~~deferred~~directors. ~~revenues~~Awards bygranted ~~the~~to ~~Company~~nonemployee directors for other services shall be accounted for as awards to non-employees.

~~(iv)~~Pursuant ~~For~~to ~~royalty~~ASC ~~activities~~Paragraphs 718-10-30-2 and 718-10-30-3 a share-based payment transaction with employees shall be measured based on the fair value of the equity instruments issued and an entity shall account for the compensation cost from share-based payment transactions with employees in accordance with the fair value-based method, ~~revenues~~i.e., ~~will~~the cost of services received from employees in exchange for awards of share-based compensation generally shall be ~~realized~~measured ~~once~~based ~~performance~~on ~~requirements~~the grant-date fair value of the ~~Company~~equity ~~have~~instruments ~~been~~issued ~~completed~~or ~~and~~the ~~collection~~fair isvalue of ~~reasonably~~the ~~assured~~liabilities incurred/settled.

~~Research~~Pursuant to ASC Paragraphs 718-10-30-6 and ~~Development~~718-10-30-9 the measurement objective for equity instruments awarded to employees is to estimate the fair value at the grant date of the equity instruments that the entity is obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments (for example, to exercise share options). That estimate is based on the share price and other pertinent factors, such as expected volatility, at the grant date. As such, the fair value of an equity share option or similar instrument shall be estimated using a valuation technique such as an option pricing model. For this purpose, a similar instrument is one whose fair value differs from its intrinsic value, that is, an instrument that has time value.

~~The~~If the Company’s ~~follows paragraph~~common ~~730-10-25-1~~shares are traded in one of the ~~FASB~~national ~~Accounting~~exchanges ~~Standards~~the ~~Codification~~grant-date ~~(formerly~~share ~~Statement~~price of ~~Financial~~the ~~Accounting~~Company’s ~~Standards~~common ~~No.~~stock 2will ~~“Accounting~~be used ~~for~~to ~~Research~~measure ~~and~~the ~~Development~~fair ~~Costs”)~~value ~~and~~of ~~paragraph~~the ~~730-20-25-11~~common ofshares issued, however, if the ~~FASB~~Company’s ~~Accounting~~common ~~Standards~~shares ~~Codification~~are ~~(formerly~~thinly ~~Statement~~traded the use of ~~Financial~~share ~~Accounting~~prices ~~Standards~~established ~~No.~~in 68its ~~“Research~~most ~~and~~recent ~~Development~~private ~~Arrangements~~placement memorandum (“PPM”), ~~for~~or ~~research~~weekly ~~and~~or ~~development~~monthly ~~costs.~~price observations ~~Research~~would ~~and~~generally ~~development~~be ~~costs~~more ~~are~~appropriate ~~charged~~than tothe ~~expense~~use asof ~~incurred.~~daily ~~Research~~price ~~and~~observations ~~development~~as ~~costs~~such ~~consist~~shares ~~primarily~~could ofbe ~~remuneration~~artificially inflated due ~~for~~to ~~material~~a ~~and~~larger ~~testing~~spread ~~costs~~between ~~for~~the ~~research~~bid and ~~development~~asked quotes and lack of consistent trading in the market.

~~Stock-Based~~Pursuant ~~Compensation~~to ASC Paragraph 718-10-55-21 if an observable market price is not available for ~~Obtaining~~a ~~Employee~~share ~~Services~~option or similar instrument with the same or similar terms and conditions, an entity shall estimate the fair value of that instrument using a valuation technique or model that meets the requirements in paragraph 718-10-55-11 and takes into account, at a minimum, all of the following factors:

a. The ~~Company~~exercise ~~accounts~~price ~~for share-based payment transactions issued to employees under the guidance~~ of the ~~Topic 718 Compensation—Stock Compensation of the FASB Accounting Standards Codification (“ASC Topic 718”)~~option.

~~Pursuant~~b. toThe ~~ASC~~expected ~~Section 718-10-20~~term anof ~~employee~~the isoption, antaking ~~individual~~into ~~over~~account ~~whom~~both the ~~grantor~~contractual term of athe ~~share~~option and the effects of employees’ expected exercise and post-~~based~~vesting ~~compensation~~employment ~~award~~termination ~~exercises~~behavior: orThe ~~has~~expected life of options and similar instruments represents the ~~right~~period ~~to exercise~~of ~~sufficient~~time ~~control~~the option and/or warrant are expected to ~~establish~~be anoutstanding. ~~employer-employee~~Pursuant ~~relationship~~to ~~based~~paragraph on718-10-S99-1, ~~common~~it ~~law~~may asbe ~~illustrated~~appropriate into ~~case~~use ~~law~~the ~~and~~simplified ~~currently under~~method, Ui.Se., ~~Internal~~expected ~~Revenue~~term ~~Service~~= (~~“IRS”~~(vesting term + original contractual term) ~~Revenue~~/ ~~Ruling~~2), ~~87-41.~~if (i) A ~~non-employee~~company ~~director~~ does not ~~satisfy~~have ~~this~~sufficient ~~definition of~~historical ~~employee.~~exercise ~~Nevertheless,~~data ~~nonemployee~~to ~~directors~~provide ~~acting~~a inreasonable ~~their~~basis ~~role~~upon aswhich ~~members~~to ofestimate aexpected ~~board~~term due to the limited period of ~~directors~~time ~~are~~its ~~treated~~equity asshares ~~employees if~~have ~~those~~been ~~directors~~publicly ~~were~~traded; ~~elected~~(ii) byA company significantly changes the ~~employer’s~~terms ~~shareholders~~of its share option grants or ~~appointed~~the totypes aof ~~board~~employees ~~position~~that receive share option grants such that ~~will~~its behistorical ~~filled~~exercise bydata ~~shareholder election~~may ~~when~~no ~~the~~longer ~~existing~~provide a reasonable basis upon which to estimate expected term; ~~expires.~~or ~~However,~~(iii) ~~that~~A ~~requirement~~company ~~applies~~has ~~only~~or expects to ~~awards~~have ~~granted~~significant tostructural ~~non-employee~~changes ~~directors~~in ~~for their~~its ~~services~~business assuch ~~directors~~that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. ~~Awards~~The ~~granted~~Company uses the simplified method to ~~nonemployee~~calculate ~~directors~~expected ~~for~~term ~~other~~of ~~services~~share ~~shall~~options beand ~~accounted~~similar ~~for~~instruments as ~~awards~~the company does not have sufficient historical exercise data to ~~non-employees~~provide a reasonable basis upon which to estimate expected term.

~~Pursuant~~c. toThe ~~ASC~~current ~~Paragraphs 718-10-30-2~~price ~~and 718-10-30-3 a share-based payment transaction with employees shall be measured based on the fair value~~ of the ~~equity instruments~~underlying ~~issued and an entity shall account for the compensation cost from~~ share~~-based payment transactions with employees in accordance with the fair value-based method, i~~.e., the cost of services received from employees in exchange for awards of share-based compensation generally shall be measured based on the grant-date fair value of the equity instruments issued or the fair value of the liabilities incurred/settled.

d. The expected volatility of the price of the underlying share for the expected term of the option. Pursuant to ASC ~~Paragraphs~~ Paragraph 718-10-3055-625 ~~and~~a ~~718-10-30-9~~newly publicly traded entity might base expectations about future volatility on the ~~measurement~~average ~~objective~~volatilities of similar entities for ~~equity~~an ~~instruments~~appropriate ~~awarded~~period tofollowing ~~employees~~their isgoing topublic. ~~estimate~~A ~~the~~nonpublic ~~fair~~entity ~~value at~~might base its expected volatility on the ~~grant~~average ~~date~~volatilities of ~~the~~otherwise ~~equity~~similar ~~instruments~~public ~~that~~entities. ~~the~~For purposes of identifying otherwise similar entities, an entity iswould ~~obligated~~likely toconsider ~~issue~~characteristics ~~when~~such ~~employees~~as ~~have~~industry, ~~rendered~~stage ~~the~~of ~~requisite~~life ~~service~~ cycle, size, and ~~satisfied~~financial ~~any~~leverage. ~~other~~Because ~~conditions~~of ~~necessary~~the toeffects ~~earn~~of ~~the~~diversification ~~right~~that toare ~~benefit~~present ~~from~~in an industry sector index, the ~~instruments~~volatility (of an index should not be substituted for ~~example,~~the toaverage ~~exercise~~of ~~share options)~~volatilities of otherwise similar entities in a fair value measurement. ~~That~~Pursuant ~~estimate~~to isparagraph ~~based~~718-10-S99-1 onif shares of a company are thinly traded the ~~share~~use of weekly or monthly price ~~and~~observations ~~other~~would ~~pertinent~~generally ~~factors,~~be ~~such~~more appropriate than the use of daily price observations as ~~expected~~the volatility, atcalculation ~~the~~using ~~grant~~daily ~~date. As~~observations for such, ~~the~~shares ~~fair~~could ~~value~~be ofartificially aninflated ~~equity~~due ~~share~~to ~~option~~a orlarger ~~similar~~spread ~~instrument~~between ~~shall~~the bebid ~~estimated~~and ~~using~~asked aquotes ~~valuation~~and ~~technique~~lack ~~such~~of ~~as an~~consistent ~~option~~trading ~~pricing~~in ~~model~~the market. ~~For~~The ~~this~~Company ~~purpose,~~uses athe ~~similar~~average ~~instrument~~historical isvolatility ~~one~~of ~~whose~~the ~~fair~~comparable ~~value~~companies ~~differs~~over ~~from~~the ~~its~~expected ~~intrinsic~~term ~~value,~~of ~~that is,~~the anshare ~~instrument~~options ~~that~~or ~~has~~similar ~~time~~instruments ~~value~~as its expected volatility.

~~If the Company’s common shares are traded in one of the national exchanges the grant~~F-date share price of the Company’s common stock will be used to measure the fair value of the common shares issued, however, if the Company’s common shares are thinly traded the use of share prices established in its most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.10

~~Pursuant~~e. toThe ~~ASC~~expected ~~Paragraph 718-10-55-21~~dividends ifon anthe ~~observable~~underlying ~~market~~share ~~price~~for isthe ~~not~~expected ~~available~~term ~~for~~of athe ~~share~~ option. orThe ~~similar~~expected ~~instrument~~dividend ~~with~~yield ~~the~~is ~~same~~based oron ~~similar~~the ~~terms and~~Company’s ~~conditions,~~current andividend ~~entity~~yield ~~shall~~as ~~estimate~~ the ~~fair~~best ~~value~~estimate of ~~that~~projected ~~instrument~~dividend ~~using~~yield afor ~~valuation~~periods ~~technique~~within orthe ~~model~~expected ~~that~~term ~~meets~~of the ~~requirements~~ inshare ~~paragraph~~options ~~718-10-55-11~~ and ~~takes~~similar ~~into account, at a minimum, all of the following factors:~~instruments.

af. The ~~exercise~~risk-free ~~price~~interest rate(s) for the expected term of the option. Pursuant to ASC 718-10-55-28 a U.S. entity issuing an option on its own shares must use as the risk-free interest rates the implied yields currently available from the U.S. Treasury zero-coupon yield curve over the contractual term of the option if the entity is using a lattice model incorporating the option’s contractual term. If the entity is using a closed-form model, the risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model.

FPursuant to ASC Paragraphs 718-10-30-11 and 718-10-30-17 a restriction that stems from the forfeitability of instruments to which employees have not yet earned the right, such as the inability either to exercise a non-vested equity share option or to sell non-vested shares, is not reflected in estimating the fair value of the related instruments at the grant date. Instead, those restrictions are taken into account by recognizing compensation cost only for awards for which employees render the requisite service and a non-vested equity share or non-vested equity share unit awarded to an employee shall be measured at its fair value as if it were vested and issued on the grant date.

b.Pursuant ~~The~~to ~~expected~~ASC ~~term~~Paragraphs 718-10-35-2 ofand 718-10-35-3 the ~~option,~~compensation ~~taking~~cost ~~into~~for ~~account~~an ~~both~~award ~~the~~of ~~contractual~~share-based ~~term~~employee ofcompensation ~~the~~classified ~~option~~as ~~and~~equity ~~the~~shall be ~~effects~~recognized ofover ~~employees’~~the ~~expected~~requisite ~~exercise~~service ~~and~~period, ~~post-vesting~~with ~~employment~~a ~~termination~~corresponding ~~behavior:~~credit ~~The~~to ~~expected~~equity ~~life~~(generally, ofpaid-in ~~options~~capital). ~~and~~The ~~similar~~requisite service ~~instruments~~period ~~represents~~is the period ofduring ~~time~~which ~~the~~an ~~option~~employee ~~and/or~~is ~~warrant~~required ~~are expected~~ to beprovide ~~outstanding.~~service ~~Pursuant~~in toexchange ~~paragraph~~for ~~718-10-S99-1~~an award, itwhich ~~may~~often beis ~~appropriate to use~~ the vesting ~~simplified method, i~~period.~~e.,~~ ~~expected~~The ~~term~~total =amount ~~((vesting~~of ~~term~~compensation +cost ~~original~~recognized ~~contractual~~at ~~term)~~the /end ~~2),~~of ifthe ~~(i)~~requisite Aservice ~~company~~period ~~does~~for ~~not~~an ~~have~~award ~~sufficient~~of ~~historical~~share-based compensation ~~exercise~~shall ~~data~~be tobased ~~provide~~on athe ~~reasonable~~number ~~basis~~of ~~upon~~instruments for which tothe ~~estimate~~requisite ~~expected~~service ~~term~~has ~~due~~been torendered ~~the~~(that ~~limited~~is, ~~period~~for ofwhich the ~~time~~requisite ~~its~~service ~~equity~~period ~~shares~~has ~~have~~ been ~~publicly traded; (ii~~completed). AAn ~~company~~entity ~~significantly~~shall ~~changes~~base ~~the~~initial ~~terms~~accruals of ~~its~~compensation ~~share~~cost ~~option~~on ~~grants or~~ the ~~types~~estimated number of ~~employees~~instruments ~~that~~for ~~receive~~which ~~share~~the ~~option~~requisite ~~grants~~service ~~such~~is ~~that~~expected ~~its~~to ~~historical~~be ~~exercise~~rendered. ~~data~~That ~~may~~estimate noshall ~~longer~~be ~~provide~~revised aif ~~reasonable~~subsequent ~~basis~~information indicates ~~upon~~that ~~which~~the toactual ~~estimate~~number ~~expected~~of ~~term;~~instruments oris ~~(iii)~~likely Ato ~~company~~differ ~~has~~from orprevious ~~expects~~estimates. toThe ~~have~~cumulative ~~significant~~effect ~~structural~~on ~~changes~~current inand prior ~~its~~periods ~~business~~of ~~such~~a ~~that~~change ~~its~~in ~~historical~~the ~~exercise~~estimated ~~data~~number ~~may~~of noinstruments ~~longer~~for ~~provide~~which athe ~~reasonable~~requisite ~~basis~~service ~~upon~~is ~~which~~expected to ~~estimate~~be ~~expected~~or ~~term.~~has ~~The~~been rendered ~~Company~~shall ~~uses~~be ~~the~~recognized ~~simplified~~in ~~method~~compensation tocost ~~calculate~~in ~~expected~~the ~~term~~period of ~~share~~the ~~options~~change. ~~and~~Previously ~~similar~~recognized ~~instruments~~compensation ascost ~~the~~shall ~~company~~not be ~~does~~reversed ~~not~~if ~~have~~an ~~sufficient~~employee ~~historical~~share ~~exercise~~option ~~data~~(or toshare ~~provide~~unit) afor ~~reasonable~~which ~~basis~~the ~~upon~~requisite ~~which~~service tohas ~~estimate~~been ~~expected~~rendered ~~term~~expires unexercised (or unconverted).

c.Under ~~The~~the ~~current~~requirement ~~price~~ of ASC Paragraph 718-10-35-8 the ~~underlying~~Company ~~share~~made a policy decision to recognize compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

d.Equity ~~The~~Instruments ~~expected volatility of the price of the underlying share for the expected term of the option. Pursuant~~ Issued to ~~ASC~~Parties ~~Paragraph~~Other ~~718-10-55-25~~Than aEmployees ~~newly publicly traded entity might base expectations about future volatility on the average volatilities of similar entities~~ for anAcquiring ~~appropriate~~Goods period following their going public. A nonpublic entity might base its expected volatility on the average volatilities of otherwise similar public entities. For purposes of identifying otherwise similar entities, an entity would likely consider characteristics such as industry, stage of life cycle, size, and financial leverage. Because of the effects of diversification that are present in an industry sector index, the volatility of an index should not be substituted for the average of volatilities of otherwise similar entities in a fair value measurement. Pursuant to paragraph 718-10-S99-1 if shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The Company uses the average historical volatility of the comparable companies over the expected term of the share options or similar instruments as its expected volatility.Services

e. The ~~expected~~Company ~~dividends~~accounts ~~on the underlying share~~ for ~~the~~equity instruments ~~expected~~issued ~~term~~to ofparties ~~the~~other ~~option.~~than ~~The~~employees ~~expected~~for ~~dividend~~acquiring ~~yield~~goods isor ~~based~~services onunder the ~~Company’s~~guidance ~~current dividend yield as the best estimate~~ of ~~projected~~Sub-topic ~~dividend~~505-50 ~~yield for periods within the expected term~~ of the FASB ~~share~~Accounting ~~options~~Standards ~~and~~Codification ~~similar~~(“Sub-topic ~~instruments~~505-50”).

f.Pursuant ~~The~~to ~~risk~~ASC paragraph 505-~~free~~50-25-7, if ~~interest~~fully ~~rate(s)~~vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the ~~expected~~grantee ~~term~~to retain those equity instruments), then, because of the elimination ~~option.~~of ~~Pursuant~~any obligation on the part of the counterparty to ~~ASC~~earn ~~718-10-55-28~~the equity instruments, a Umeasurement date has been reached.S. A ~~entity~~grantor ~~issuing~~shall anrecognize ~~option~~the onequity ~~its~~instruments ~~own~~when ~~shares~~they ~~must~~are ~~use~~issued as(in most cases, when the ~~risk-free~~agreement ~~interest~~is ~~rates~~entered into). Whether the ~~implied~~corresponding ~~yields~~cost ~~currently~~is ~~available~~an ~~from~~immediate ~~the~~expense ~~U.S.~~or ~~Treasury~~a ~~zero-coupon~~prepaid ~~yield~~asset ~~curve~~(or ~~over~~whether the ~~contractual~~debit ~~term~~should ofbe ~~the~~characterized ~~option~~as ifcontra-equity under the ~~entity~~requirements isof ~~using~~paragraph a505-50-45-1) ~~lattice~~depends ~~model~~on ~~incorporating~~ the ~~option’s~~specific ~~contractual~~facts ~~term~~and circumstances. IfPursuant ~~the~~to ~~entity~~ASC isparagraph ~~using~~505-50-45-1, a grantor may conclude that an asset (other than a ~~closed-form~~note ~~model~~or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the ~~risk-free~~date ~~interest~~the ~~rate~~grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the ~~implied~~grantee ~~yield~~in ~~currently~~order ~~available~~to onretain Uthose equity instruments).S. ~~Treasury~~Such ~~zero~~an asset shall not be displayed as contra-~~coupon~~equity by ~~issues~~the ~~with~~grantor aof ~~remaining~~the ~~term~~equity ~~equal~~instruments. toThe transferability (or lack thereof) of the ~~expected~~equity ~~term~~instruments ~~used~~shall asnot affect the balance ~~assumption~~sheet indisplay of the ~~model~~asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services.

Pursuant to ~~ASC~~ Paragraphs ~~718~~ 505-1050-3025-11 8 and ~~718~~505-1050-3025-179, aan ~~restriction~~entity ~~that~~may ~~stems~~grant ~~from~~fully ~~the~~vested, ~~forfeitability~~non-forfeitable ofequity instruments tothat ~~which~~are ~~employees~~exercisable ~~have~~by ~~not~~the ~~yet~~grantee ~~earned~~only ~~the~~after ~~right,~~a ~~such~~specified asperiod ~~the~~of ~~inability~~time ~~either~~if tothe ~~exercise~~terms aof ~~non-vested~~the ~~equity~~agreement ~~share~~provide ~~option~~for orearlier toexercisability ~~sell~~if ~~non-vested~~the ~~shares,~~grantee isachieves ~~not reflected~~specified inperformance ~~estimating~~conditions. ~~the~~Any ~~fair~~measured ~~value~~cost of the ~~related~~transaction ~~instruments~~shall atbe ~~the~~recognized ~~grant~~in ~~date.~~the ~~Instead,~~same ~~those~~period(s) ~~restrictions~~and ~~are~~in ~~taken~~the ~~into~~same ~~account~~manner byas ~~recognizing~~if ~~compensation~~the ~~cost~~entity ~~only~~had ~~for~~paid ~~awards~~cash for ~~which~~the ~~employees~~goods ~~render~~or ~~the~~services ~~requisite~~or ~~service~~used ~~and~~cash rebates as a ~~non-vested~~sales ~~equity~~discount ~~share~~instead of paying with, or using, ~~non-vested~~the equity ~~share~~instruments. ~~unit~~A ~~awarded~~recognized toasset, anexpense, ~~employee~~or sales discount shall not be ~~measured~~reversed atif ~~its~~a ~~fair~~stock ~~value~~option asthat ifthe itcounterparty has ~~were~~the ~~vested~~right ~~and~~to ~~issued~~exercise onexpires ~~the grant date~~unexercised.

~~Pursuant to ASC Paragraphs 718~~F-10-35-2 and 718-10-35-3 the compensation cost for an award of share-based employee compensation classified as equity shall be recognized over the requisite service period, with a corresponding credit to equity (generally, paid-in capital). The requisite service period is the period during which an employee is required to provide service in exchange for an award, which often is the vesting period. The total amount of compensation cost recognized at the end of the requisite service period for an award of share-based compensation shall be based on the number of instruments for which the requisite service has been rendered (that is, for which the requisite service period has been completed). An entity shall base initial accruals of compensation cost on the estimated number of instruments for which the requisite service is expected to be rendered. That estimate shall be revised if subsequent information indicates that the actual number of instruments is likely to differ from previous estimates. The cumulative effect on current and prior periods of a change in the estimated number of instruments for which the requisite service is expected to be or has been rendered shall be recognized in compensation cost in the period of the change. Previously recognized compensation cost shall not be reversed if an employee share option (or share unit) for which the requisite service has been rendered expires unexercised (or unconverted).11

~~Under~~Pursuant ~~the~~to ~~requirement~~ASC ofParagraphs ~~ASC~~505-50-30-2 ~~Paragraph~~and ~~718~~505-1050-3530-811 share-based payment transactions with nonemployees shall be measured at the ~~Company~~fair ~~made~~value aof ~~policy~~the ~~decision~~consideration received toor ~~recognize~~the ~~compensation~~fair ~~cost~~value ~~for~~of anthe ~~award~~equity ~~with~~instruments ~~only~~issued, ~~service~~whichever ~~conditions~~is more reliably measurable. The issuer shall measure the ~~that~~fair ~~has~~value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: (a) ~~graded~~The ~~vesting~~date ~~schedule~~at onwhich a ~~straight~~commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); or (b) The date at which the counterparty's performance is complete. If the Company’s common shares are traded in one of the national exchanges the grant-~~line~~date ~~basis~~share ~~over~~price of the ~~requisite~~Company’s common ~~service~~stock ~~period~~will ~~for~~be used to measure the ~~entire~~fair ~~award~~value of the common shares issued, however, if the Company’s common shares are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

FPursuant to ASC Paragraph 718-1210-55-21 if an observable market price is not available for a share option or similar instrument with the same or similar terms and conditions, an entity shall estimate the fair value of that instrument using a valuation technique or model that meets the requirements in paragraph 718-10-55-11 and takes into account, at a minimum, all of the following factors:

~~Equity~~a. ~~Instruments Issued~~The toexercise ~~Parties~~price ~~Other~~of ~~Than~~the ~~Employees for Acquiring Goods or Services~~option.

b. The ~~Company~~expected ~~accounts~~term ~~for equity~~of ~~instruments~~the ~~issued~~option, totaking ~~parties~~into ~~other~~account ~~than~~both ~~employees~~the ~~for~~contractual ~~acquiring~~term ~~goods~~of orthe ~~services~~option ~~under~~and the ~~guidance~~effects of ~~Sub~~employees’ expected exercise and post-~~topic~~vesting ~~505~~employment termination behavior: Pursuant to Paragraph 718-10-50 -2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (~~“Sub-topic~~or ~~505-50”~~calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reachedc. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The ~~transferability~~current ~~(or~~price ~~lack thereof)~~ of the ~~equity~~underlying ~~instruments shall not affect the balance sheet display of the asset~~share. ~~This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services.~~

d. The expected volatility of the price of the underlying share for the expected term of the option. Pursuant to ~~Paragraphs 505-50-25-8~~ASC ~~and~~Paragraph ~~505~~718-5010-2555-9,25 ana newly publicly traded entity ~~may~~might ~~grant~~base ~~fully~~expectations ~~vested,~~about ~~non-forfeitable~~future ~~equity~~volatility ~~instruments~~on ~~that~~the ~~are~~average ~~exercisable~~volatilities byof ~~the~~similar ~~grantee only~~entities ~~after~~for aan ~~specified~~appropriate period offollowing ~~time~~their ifgoing ~~the~~public. ~~terms~~A ofnonpublic ~~the~~entity ~~agreement~~might ~~provide~~base ~~for~~its ~~earlier~~expected ~~exercisability~~volatility ifon the ~~grantee~~average ~~achieves specified~~volatilities ~~performance~~of ~~conditions~~otherwise similar public entities. ~~Any~~For ~~measured~~purposes ~~cost~~of identifying otherwise similar entities, an entity would likely consider characteristics such as industry, stage of ~~the~~life ~~transaction~~cycle, ~~shall~~size, beand ~~recognized~~financial inleverage. Because of the ~~same~~effects ~~period(s)~~of ~~and~~diversification that are present in ~~the~~an ~~same manner~~industry assector ifindex, the ~~entity~~volatility ~~had~~of ~~paid~~an ~~cash~~index should not be substituted for the ~~goods~~average orof ~~services~~volatilities orof ~~used~~otherwise ~~cash~~similar ~~rebates~~entities asin a ~~sales~~fair ~~discount~~value ~~instead~~measurement. Pursuant to paragraph 718-10-S99-1 if shares of ~~paying~~a ~~with,~~ company are thinly traded the use of weekly or ~~using,~~monthly price observations would generally be more appropriate than the ~~equity~~use ~~instruments.~~of Adaily ~~recognized~~price ~~asset,~~observations ~~expense,~~as orthe ~~sales~~volatility ~~discount~~calculation ~~shall~~using ~~not~~daily observations for such shares could be ~~reversed~~artificially ifinflated due to a ~~stock~~larger ~~option~~spread ~~that~~between the ~~counterparty~~ ~~has~~bid and asked quotes and lack of consistent trading in the ~~right~~market. toThe ~~exercise~~Company ~~expires~~uses ~~unexercised~~the average historical volatility of the comparable companies over the expected term of the share options or similar instruments as its expected volatility.

Pursuant to ASC Paragraphs 505-50-30-2 and 505-50-30-11 share-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurablee. The ~~issuer~~expected ~~shall~~dividends ~~measure~~on the ~~fair~~ ~~value~~underlying ofshare ~~the~~for ~~equity instruments in these transactions using~~ the ~~stock~~expected ~~price~~term ~~and other measurement assumptions as~~ of the ~~earlier of~~option. ~~the following dates, referred to as the measurement date: (a)~~ The ~~date~~expected atdividend ~~which~~yield ~~a commitment for performance by the counterparty to earn the equity instruments~~ is ~~reached~~based (aon ~~performance commitment); or (b) The date at which~~ the ~~counterparty's performance is complete. If the~~ Company’s ~~common~~current ~~shares~~dividend ~~are~~yield ~~traded~~as ~~in one of~~ the ~~national~~best ~~exchanges~~estimate ~~the grant-date share price~~ of ~~the~~projected ~~Company’s common~~dividend ~~stock~~yield ~~will~~for beperiods ~~used~~within ~~to measure~~ the ~~fair~~expected ~~value~~term of the ~~common shares issued, however, if the Company’s common shares are thinly traded the use of~~ share ~~prices~~options established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and ~~asked~~similar ~~quotes and lack of consistent trading in the market~~instruments.

f. The risk-free interest rate(s) for the expected term of the option. Pursuant to ASC ~~Paragraph~~ 718-10-55-2128 ifa anU.S. ~~observable~~entity ~~market~~issuing ~~price~~an isoption ~~not~~on ~~available~~its ~~for~~own ashares ~~share~~must ~~option~~use oras ~~similar~~the ~~instrument~~risk-free ~~with~~interest rates the ~~same~~implied oryields ~~similar~~currently ~~terms and~~available ~~conditions,~~from anthe ~~entity~~U.S. ~~shall~~Treasury ~~estimate~~zero-coupon yield curve over the ~~fair~~contractual ~~value~~term of ~~that~~the ~~instrument~~option if the entity is using a ~~valuation~~lattice ~~technique~~model orincorporating ~~model~~the ~~that~~option’s ~~meets~~contractual term. If the ~~requirements~~ inentity ~~paragraph~~is ~~718~~using a closed-10form model, the risk-~~55-11~~free ~~and~~interest ~~takes~~rate ~~into~~is ~~account,~~the atimplied yield currently available on U.S. Treasury zero-coupon issues with a ~~minimum,~~remaining ~~all~~term ofequal to the ~~following~~expected ~~factors:~~term used as the assumption in the model.

Pursuant to ASC paragraph 505-50-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). ~~The~~Consequently, ~~exercise~~there ~~price~~would ofbe no recognition at the ~~option~~measurement date and no entry should be recorded.

~~b. The expected term of the option, taking into account both the contractual term of the option and the effects of employees’ expected exercise and post~~F-vesting employment termination behavior: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.12

c.Deferred ~~The~~Tax ~~current~~Assets ~~price~~and Income ofTax ~~the underlying share.~~Provision

FThe Company accounts for income taxes under Section 740-1310-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

d. The ~~expected~~Company ~~volatility~~adopted ofsection 740-10-25 ~~the price~~ of the ~~underlying~~FASB ~~share~~Accounting ~~for~~Standards ~~the~~Codification ~~expected~~(“Section ~~term of the option~~740-10-25”). ~~Pursuant~~Section ~~to ASC Paragraph 718~~740-10-~~55-~~25 aaddresses ~~newly publicly traded entity might base expectations about future volatility on~~ the ~~average volatilities~~ determination of ~~similar~~whether ~~entities~~tax ~~for~~benefits anclaimed ~~appropriate~~or ~~period~~expected ~~following~~to ~~their~~be ~~going~~claimed ~~public.~~on Aa ~~nonpublic~~tax ~~entity~~return ~~might~~should ~~base~~be ~~its~~recorded ~~expected~~in ~~volatility on~~ the ~~average~~financial ~~volatilities of otherwise similar public entities~~statements. ~~For~~Under Section ~~purposes of identifying otherwise similar entities~~740-10-25, anthe ~~entity~~Company ~~would~~may ~~likely~~recognize ~~consider~~the ~~characteristics~~tax ~~such~~benefit asfrom ~~industry,~~an ~~stage~~uncertain oftax ~~life~~position ~~cycle,~~only ~~size,~~if ~~and~~it ~~financial~~is ~~leverage.~~more ~~Because~~likely ofthan not that the ~~effects~~tax ofposition ~~diversification~~will ~~that~~be ~~are~~sustained ~~present~~on inexamination anby ~~industry~~the ~~sector~~taxing ~~index~~authorities, ~~the~~based ~~volatility~~on ~~of an index should not be substituted for~~ the ~~average~~technical ofmerits ~~volatilities~~ of ~~otherwise~~the ~~similar entities in a fair value measurement~~position. The ~~Pursuant~~tax tobenefits ~~paragraph~~recognized ~~718-10-S99-1~~in ~~if shares of a company are thinly traded~~ the ~~use~~financial ofstatements ~~weekly~~from orsuch ~~monthly~~a ~~price~~position ~~observations~~should ~~would generally~~ be ~~more~~measured ~~appropriate~~based ~~than~~on the ~~use~~largest ofbenefit ~~daily~~that has ~~price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to~~ a ~~larger~~greater ~~spread~~than ~~between~~fifty ~~the~~percent ~~bid~~(50%) ~~and~~likelihood ~~asked quotes and lack~~ of ~~consistent~~being ~~trading~~realized inupon ~~the~~ultimate ~~market~~settlement. ~~The~~Section ~~Company~~740-10-25 ~~uses~~also ~~the~~provides ~~average~~guidance on ~~historical~~de-recognition, ~~volatility~~classification, ofinterest ~~the~~and ~~comparable~~penalties ~~companies~~on ~~over~~income ~~the~~taxes, ~~expected~~accounting ~~term~~in ofinterim ~~the~~periods ~~share~~and ~~options~~requires ~~or similar instruments as its expected volatility~~increased disclosures.

e. The ~~expected~~estimated ~~dividends~~future ontax ~~the~~effects of ~~underlying~~temporary ~~share~~differences ~~for~~between the ~~expected~~tax ~~term~~basis of assets and liabilities are reported in the ~~option.~~accompanying ~~The~~consolidated ~~expected~~balance sheets, ~~dividend~~as ~~yield~~well isas ~~based~~tax oncredit ~~the~~carry-backs ~~Company’s~~and ~~current~~carry-forwards. ~~dividend~~The ~~yield~~Company asperiodically reviews the ~~best~~recoverability ~~estimate~~ of ~~projected~~deferred ~~dividend~~tax assets ~~yield~~recorded ~~for~~on ~~periods~~its ~~within~~consolidated ~~the~~balance ~~expected~~sheets ~~term~~and ofprovides ~~the~~valuation ~~share~~allowances ~~options~~as ~~and~~management ~~similar~~deems ~~instruments~~necessary.

f.Management ~~The~~makes ~~risk-free~~judgments as ~~interest~~to ~~rate(s) for~~ the ~~expected~~interpretation ~~term~~ of the ~~option.~~tax ~~Pursuant~~laws tothat ~~ASC~~might ~~718-10-55-28~~be achallenged ~~U.S.~~upon ~~entity issuing~~ an ~~option~~audit onand ~~its~~cause ~~own~~changes ~~shares~~to ~~must~~previous ~~use~~estimates asof ~~the risk-free interest rates the implied yields currently available from the U~~tax liability.S. ~~Treasury~~In ~~zero-coupon~~addition, ~~yield curve over~~ the ~~contractual~~Company ~~term~~operates ofwithin ~~the~~multiple ~~option~~taxing ifjurisdictions ~~the~~and ~~entity~~ is ~~using~~subject ato ~~lattice~~audit ~~model~~in ~~incorporating~~these ~~the~~jurisdictions. In ~~option~~management’s ~~contractual term. If the entity is using a closed-form model~~opinion, ~~the~~adequate ~~risk-free~~provisions ~~interest~~for ~~rate~~income istaxes ~~the~~have ~~implied~~been ~~yield~~made ~~currently~~for ~~available~~all ~~on U~~years.S. ~~Treasury~~If ~~zero-coupon~~actual ~~issues~~taxable ~~with~~income aby ~~remaining~~tax jurisdiction ~~term~~varies ~~equal~~from toestimates, ~~the~~additional ~~expected~~allowances ~~term~~or ~~used~~reversals asof ~~the~~reserves ~~assumption~~may inbe ~~the model~~necessary.

~~Pursuant~~Uncertain toTax ASC paragraph 505-50-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.Positions

~~Deferred~~The ~~Tax~~Company ~~Assets~~did not take any uncertain tax positions and ~~Income~~had ~~Tax~~no ~~Provision~~adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the reporting period ended March 31, 2015 or for the year ended December 31, 2014.

~~The~~Tax ~~Company~~years accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that ~~will~~remain besubject ~~in effect when the differences are expected~~ to ~~reverse. Deferred tax assets are~~examination ~~reduced~~ by amajor ~~valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred~~ tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.jurisdictions

The Company ~~adopted~~discloses ~~section 740-10-25~~tax ofyears ~~the~~that ~~FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination~~remain ofsubject ~~whether tax benefits claimed or expected~~ to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by ~~the~~major ~~taxing authorities, based on the technical merits of the position. The~~ tax ~~benefits~~jurisdictions ~~recognized~~pursuant into the ~~financial~~ASC ~~statements~~Paragraph ~~from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section~~ 740-10-~~25 also provides guidance on de~~50-~~recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures~~15.

~~The~~Earnings ~~estimated~~per future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.Share

~~Management~~Earnings ~~makes~~per ~~judgments~~share are the asamount of earnings attributable to ~~the~~each ~~interpretation~~share of common stock. For convenience, the ~~tax~~term ~~laws~~is ~~that~~used ~~might~~to berefer ~~challenged~~to ~~upon~~either anearnings ~~audit~~or loss ~~and~~per ~~cause~~share. ~~changes~~Earnings per share ("EPS") is computed pursuant to ~~previous~~section ~~estimates~~260-10-45 of ~~tax~~the FASB Accounting Standards ~~liability~~Codification. InPursuant ~~addition,~~to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the ~~Company~~numerator) ~~operates~~by ~~within~~the ~~multiple~~weighted-average ~~taxing~~number ~~jurisdictions~~of ~~and~~common isshares ~~subject~~outstanding (the denominator) during the period. Income available to ~~audit~~common stockholders shall be computed by deducting both the dividends declared in ~~these~~the ~~jurisdictions.~~period on preferred Instock ~~management’s~~(whether ~~opinion,~~or ~~adequate~~not ~~provisions~~paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income ~~taxes~~from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been ~~made~~outstanding ~~for~~if ~~all~~the ~~years.~~dilutive Ifpotential ~~actual~~common ~~taxable~~shares ~~income~~had bybeen ~~tax~~issued during the period to reflect ~~jurisdiction~~the ~~varies~~potential dilution that could occur from ~~estimates,~~common ~~additional~~shares ~~allowances~~issuable orthrough ~~reversals~~contingent ofshares ~~reserves~~issuance ~~may~~arrangement, bestock ~~necessary~~options or warrants.

~~Tax~~Pursuant ~~years~~to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options ~~remain~~and ~~subject~~warrants include non-vested stock granted to ~~examination~~employees, bystock ~~major~~purchase ~~tax~~contracts, ~~jurisdictions~~and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

~~The Company discloses tax years that remain subject to examination by major tax jurisdictions pursuant to the ASC Paragraph 740~~F-~~10-50-15.~~13

~~F-14~~The total amount of potentially outstanding dilutive common shares from the conversion of the preferred stock is 1,000 and 1,000 for the reporting period ended March 31, 2015 and 2014, respectively.

~~Earnings~~Cash ~~per~~Flows ~~Share~~Reporting

~~Earnings~~The ~~Per~~Company ~~Share~~adopted ~~is the~~paragraph amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. Earnings per share ("EPS") are computed pursuant to section 260230-10-45-24 of the FASB Accounting Standards Codification. ~~Pursuant~~for tocash ~~ASC~~flows ~~Paragraphs~~reporting, ~~260-10-45-10~~classifies ~~through~~cash ~~260-10-45-16~~receipts ~~Basic~~and ~~EPS~~payments ~~shall~~according to bewhether ~~computed~~they bystem ~~dividing~~from ~~income~~operating, ~~available to~~investing, ~~common~~or ~~stockholders~~financing ~~(the~~activities ~~numerator)~~and byprovides ~~the~~definitions ~~weighted-average number~~ of ~~common~~each ~~shares~~category, ~~outstanding~~and ~~(the~~uses ~~denominator) during~~ the ~~period.~~indirect ~~Income~~or ~~available~~reconciliation tomethod ~~common~~(the ~~stockholders~~“Indirect ~~shall~~Method”) beas ~~computed~~defined by ~~deducting~~paragraph ~~both~~230-10-45-25 ~~the~~of ~~dividends declared in~~ the ~~period~~FASB ~~on preferred~~Accounting ~~stock~~Standards ~~(whether~~Codification orto ~~not~~report ~~paid)~~net ~~and~~cash ~~the~~flow ~~dividends accumulated for the period on cumulative preferred stock (whether or not earned)~~ from ~~income~~operating ~~from~~activities ~~continuing~~by ~~operations~~adjusting ~~(if~~net ~~that amount appears in the~~ income ~~statement)~~to ~~and~~reconcile ~~also~~it ~~from~~to net ~~income.~~cash ~~The computation~~flow offrom ~~diluted~~operating ~~EPS~~activities isby ~~similar~~removing to the ~~computation~~effects of ~~basic~~(a) ~~EPS~~all ~~except~~deferrals ~~that~~of ~~the~~past ~~denominator~~operating iscash ~~increased~~receipts toand ~~include~~payments ~~the~~and ~~number~~all accruals of ~~additional common~~expected ~~shares~~future ~~that~~operating ~~would~~cash ~~have~~receipts ~~been~~and ~~outstanding~~payments ifand ~~the~~(b) ~~dilutive~~all ~~potential~~items ~~common~~that ~~shares~~are ~~had~~included ~~been~~in ~~issued~~net ~~during~~income ~~the period to reflect the potential dilution~~ that ~~could~~do ~~occur~~not ~~from~~affect ~~common~~operating cash ~~shares~~receipts ~~issuable~~and ~~through contingent shares issuance arrangement, stock options or warrants.~~payments

~~Pursuant~~Subsequent to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.Events

The ~~total~~Company ~~amount~~follows ofthe ~~potentially~~guidance ~~outstanding~~in ~~dilutive~~Section ~~common~~855-10-50 ~~shares~~of ~~from~~the FASB Accounting Standards Codification for the ~~conversion~~disclosure of ~~the~~subsequent ~~warrants~~events. ~~would~~The beCompany ~~338,666~~will ~~and~~evaluate subsequent 0events ~~for~~through the ~~reporting~~date ~~period~~when ~~ended~~the ~~September~~financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards 30Codification, ~~2014~~the ~~and~~Company ~~2013~~as an SEC filer considers its financial statements issued when they are widely distributed to users, such ~~respectively~~as through filing them on EDGAR.

~~Cash~~Recently ~~Flows~~Issued ~~Reporting~~Accounting Pronouncements

~~The~~In ~~Company~~June ~~adopted~~2014, ~~paragraph 230-10-45-24 of~~ the FASB ~~Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according~~issued toASU ~~whether~~No. they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 2302014-10~~-45-25~~, ofDevelopment ~~the~~Stage ~~FASB~~Entities ~~Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of~~ (a)Topic ~~all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b~~915): ~~all~~Elimination ~~items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent~~ of ~~foreign~~Certain ~~currency~~Financial ~~cash~~Reporting ~~flows~~Requirements, ~~using~~Including ~~the~~an ~~current~~Amendment ~~exchange~~to ~~rate~~Variable atInterest ~~the~~Entities ~~time~~Guidance ~~of the cash flows and the effect of exchange rate changes on cash held~~ in ~~foreign~~Topic ~~currencies is~~810, reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards CodificationConsolidation.

~~Subsequent~~The ~~Events~~amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

The ~~Company~~amendments ~~follows~~also ~~the~~clarify ~~guidance~~that ~~in Section 855-10-50 of~~ the ~~FASB~~guidance ~~Accounting~~in ~~Standards~~Topic ~~Codification~~275, ~~for~~Risks ~~the~~and disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards CodificationUncertainties, ~~the~~is ~~Company~~applicable ~~as an SEC filer considers its financial statements issued when they are widely distributed~~ to ~~users,~~entities ~~such~~that ashave ~~through~~not ~~filing~~commenced ~~them~~planned onprincipal ~~EDGAR~~operations.

~~Recently~~Finally, the ~~Issued~~amendments ~~Accounting~~remove paragraph 810-10-15-16. Paragraph 810-10-15-16 states that a development stage entity does not meet the condition ~~Pronouncements~~in paragraph 810-10-15-14(a) to be a variable interest entity if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments.

InThe ~~June~~amendments ~~2014~~in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the ~~FASB~~basis of the amount of investment equity that is at risk. The amendments to eliminate that ~~issued~~exception ~~ASU~~simplify NoU.S. ~~2014-10,~~GAAP ~~Development~~by ~~Stage~~reducing ~~Entities~~avoidable ~~(Topic~~complexity ~~915):~~in ~~Elimination~~existing accounting literature and improve the relevance of ~~Certain~~information provided ~~Financial~~to ~~Reporting~~financial ~~Requirements~~statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, ~~Including~~consolidation decision, and disclosure requirements for ana ~~Amendment~~reporting toentity ~~Variable~~that ~~Interest~~has ~~Entities~~an ~~Guidance~~interest in ~~Topic~~an ~~810,~~entity ~~Consolidation~~in the development stage.

The amendments inrelated ~~this Update~~to ~~remove~~ the elimination ~~definition~~ of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in ~~the statements of income, cash flows,~~ and ~~shareholder equity, (2) label~~ the ~~financial~~other ~~statements~~remaining asdisclosure ~~those~~requirements of aTopic ~~development~~915 ~~stage entity,~~should ~~(3)~~be ~~disclose~~applied aretrospectively except ~~description~~for of the ~~development~~clarification ~~stage~~to ~~activities~~Topic in275, which ~~the~~shall ~~entity~~be isapplied ~~engaged,~~prospectively. ~~and~~For ~~(4)~~public ~~disclose~~business inentities, ~~the~~those amendments ~~first~~are ~~year~~effective infor ~~which~~annual ~~the~~reporting ~~entity~~periods isbeginning noafter ~~longer~~December a15, ~~development~~2014, ~~stage~~and ~~entity~~interim ~~that~~periods ~~in prior years it had been in the development stage~~therein.

~~The~~Early ~~amendments~~application ~~also~~of ~~clarify that~~each of the ~~guidance~~amendments inis ~~Topic~~permitted ~~275,~~for ~~Risks~~any ~~and~~annual ~~Uncertainties,~~reporting isperiod ~~applicable~~or tointerim ~~entities~~period ~~that~~for which the entity’s financial statements have not ~~commenced~~yet ~~planned~~been ~~principal~~issued ~~operations~~(public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.

F-1514

~~Finally, the~~In ~~amendments~~August ~~remove~~2014, ~~paragraph~~the ~~810-10-15-16.~~FASB ~~Paragraph~~issued ~~810-10-15-16 states that a development stage entity does not meet~~ the ~~condition~~FASB Accounting inStandards ~~paragraph~~Update ~~810~~No. 2014-~~10-~~15~~-14(a)~~ “Presentation toof beFinancial aStatements—Going ~~variable~~Concern ~~interest entity if~~ (1Subtopic 205-40): ~~the entity can demonstrate that the equity invested in the~~Disclosure ~~legal~~of ~~entity~~Uncertainties isabout ~~sufficient~~an toEntity’s ~~permit~~Ability it to ~~finance~~Continue ~~the~~as ~~activities~~a ~~that~~Going itConcern ~~is currently engaged in and~~ (2)“ASU ~~the entity’s governing documents and contractual arrangements allow additional equity investments~~2014-15”).

~~The~~In ~~amendments~~connection inwith ~~this~~preparing financial statements ~~Update~~for ~~also~~each ~~eliminate~~annual and interim reporting period, an ~~exception~~entity’s ~~provided~~management toshould ~~development~~evaluate ~~stage~~whether ~~entities~~there inare ~~Topic~~conditions ~~810~~or events, considered ~~Consolidation~~in the aggregate, ~~for~~that ~~determining~~raise ~~whether an~~substantial doubt about the entity’s isability to continue as a ~~variable~~going ~~interest~~concern ~~entity~~within one onyear after the ~~basis~~date ofthat the financial ~~amount~~statements ofare ~~investment~~issued (or ~~equity~~within ~~that~~one isyear atafter ~~risk.~~the ~~The~~date ~~amendments~~that ~~to eliminate~~the financial ~~that~~statements ~~exception~~are ~~simplify~~available Uto be issued when applicable).S. ~~GAAP~~Management’s byevaluation ~~reducing~~should ~~avoidable~~be ~~complexity~~based inon ~~existing~~relevant ~~accounting~~conditions and ~~literature~~events that are known and ~~improve~~reasonably ~~the~~knowable ~~relevance of~~at ~~information~~the ~~provided~~date tothat the financial ~~statement~~statements ~~users~~are byissued (or ~~requiring~~ at the ~~application~~date ofthat the financial ~~same~~statements ~~consolidation~~are ~~guidance~~available byto ~~all~~be ~~reporting entities~~issued when applicable). ~~The~~Substantial ~~elimination~~doubt ofabout ~~the~~an entity’s ~~exception~~ability ~~may~~to ~~change~~continue ~~the~~as ~~consolidation~~a ~~analysis,~~going ~~consolidation~~concern ~~decision,~~exists when relevant conditions and ~~disclosure~~events, ~~requirements~~considered in the aggregate, ~~for~~indicate athat ~~reporting~~it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that ~~has~~the anfinancial ~~interest~~statements inare anissued ~~entity~~(or available to be issued). The term probable is used consistently with its use in ~~the~~Topic ~~development~~450, ~~stage~~Contingencies.

~~The~~When ~~amendments~~management ~~related~~identifies conditions or events that raise substantial doubt about an entity’s ability to ~~the~~continue ~~elimination~~as ofa ~~inception-~~going concern, management should consider whether its plans that are intended to~~-date~~ ~~information~~mitigate ~~and~~those relevant conditions or events will alleviate the ~~other~~substantial ~~remaining~~doubt. ~~disclosure~~The ~~requirements~~mitigating effect of ~~Topic~~management’s ~~915~~plans should be ~~applied retrospectively~~considered ~~except~~only ~~for~~to the ~~clarification~~extent tothat ~~Topic~~(1) ~~275,~~it ~~which~~is ~~shall~~probable bethat ~~applied~~the ~~prospectively.~~plans ~~For~~will ~~public~~be ~~business~~effectively implemented ~~entities~~and, ~~those~~ ~~amendments~~if ~~are~~so, ~~effective~~(2) ~~for~~it ~~annual~~is ~~reporting~~probable ~~periods~~that ~~beginning~~the ~~after~~plans ~~December~~will ~~15,~~mitigate ~~2014,~~the ~~and~~conditions ~~interim~~or ~~periods~~events ~~therein~~that raise substantial doubt about the entity’s ability to continue as a going concern.

~~Early~~If ~~application~~conditions ofor ~~each~~events raise substantial doubt ofabout ~~the~~an ~~amendments~~entity’s isability ~~permitted~~to ~~for~~continue ~~any~~as ~~annual~~a ~~reporting~~going ~~period~~concern, orbut ~~interim~~the ~~period~~substantial ~~for~~doubt ~~which~~is ~~the~~alleviated ~~entity’s~~as ~~financial~~a ~~statements have~~result ~~not~~of ~~yet~~consideration of ~~been~~management’s ~~issued~~plans, ~~(public~~the ~~business~~entity ~~entities)~~should ordisclose ~~made~~information ~~available~~that ~~for~~enables ~~issuance~~users ~~(other~~of ~~entities).~~the ~~Upon~~financial ~~adoption,~~statements ~~entities~~to ~~will~~understand noall ~~longer~~of ~~present~~the following (or ~~disclose~~refer ~~any~~to similar information ~~required~~disclosed byelsewhere ~~Topic~~in ~~915.~~the footnotes):

Ina. ~~August~~Principal ~~2014,~~conditions ~~the~~or ~~FASB issued~~events ~~the~~that ~~FASB~~raised ~~Accounting~~substantial ~~Standards~~doubt ~~Update~~about ~~No.~~the ~~2014-15~~entity’s ~~“Presentation~~ability ofto ~~Financial~~continue ~~Statements—Going~~as ~~Concern~~a going concern (~~Subtopic 205-40~~before consideration of management’s plans): ~~Disclosure~~b. Management’s evaluation of ~~Uncertainties~~the significance of those conditions or events in relation to the entity’s ability to meet its obligations c. Management’s plans that alleviated substantial doubt about anthe ~~Entity~~entity’s ~~Ability~~ability to ~~Continue~~continue as a ~~Going~~going ~~Concern (“ASU 2014-15”)~~concern.

InIf ~~connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are~~ conditions or events, ~~considered in the aggregate, that~~ raise substantial doubt about ~~the~~an entity’s ability to continue as a going concern, ~~within~~and ~~one~~substantial ~~year~~doubt ~~after~~is ~~the~~not ~~date~~alleviated ~~that the financial statements are issued (or within one year~~ after ~~the~~consideration ~~date~~of ~~that the financial statements are available to be issued when applicable). Management~~management’s ~~evaluation~~plans, ~~should~~an beentity ~~based on~~should ~~relevant~~include ~~conditions~~a ~~and~~statement ~~events~~in ~~that are known and reasonably knowable at~~ the ~~date~~footnotes ~~that~~indicating ~~the financial statements are issued (or at the date~~ that ~~the~~there ~~financial~~is substantial ~~statements are available to be issued when applicable). Substantial~~ doubt about an the entity’s ability to continue as a going concern ~~exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due~~ within one year after the date that the financial statements are issued (or available to be issued). ~~The~~Additionally, ~~term~~the ~~probable~~entity isshould ~~used~~disclose ~~consistently~~information ~~with~~that ~~its~~enables users of the financial ~~use~~statements into ~~Topic~~understand ~~450,~~all ~~Contingencies.~~of the following:

~~When~~a. ~~management~~Principal ~~identifies~~ conditions or events that raise substantial doubt about anthe entity’s ability to continue as a going concern, ~~management~~b. ~~should consider~~Management’s ~~whether~~evaluation ~~its~~of ~~plans~~the ~~that~~significance ~~are~~of ~~intended to mitigate~~ those ~~relevant~~ conditions or events ~~will~~in ~~alleviate~~relation to the ~~substantial doubt. The mitigating effect of management~~entity’s ~~plans~~ability ~~should be considered only~~ to ~~the~~meet ~~extent~~its ~~that~~obligations ~~(1)~~c. itManagement’s ~~is probable that the~~ plans ~~will~~ ~~be effectively implemented and, if so, (2) it is probable~~ that ~~the~~are ~~plans~~intended ~~will~~to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

IfThe ~~conditions~~amendments orin ~~events raise~~this ~~substantial~~Update ~~doubt~~are ~~about~~effective for anthe ~~entity’s~~annual ~~ability~~period toending ~~continue~~after asDecember ~~a going concern~~15, ~~but the substantial doubt is alleviated as a result of consideration of management’s plans~~2016, ~~the~~and ~~entity~~for ~~should~~annual ~~disclose~~periods ~~information~~and ~~that~~interim ~~enables~~periods ~~users~~thereafter. ofEarly ~~the financial~~application ~~statements~~is ~~to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):~~permitted.

~~a. Principal~~In ~~conditions~~November 2014, the FASB issued the FASB orAccounting ~~events~~Standards ~~that~~Update ~~raised~~No. ~~substantial~~2014-16 ~~doubt~~“Derivatives ~~about~~and ~~the~~Hedging ~~entity’s~~(Topic ~~ability~~815): Determining toWhether ~~continue~~the asHost Contract in a ~~going~~Hybrid ~~concern (before~~Financial ~~consideration~~ Instrument Issued in the Form of ~~management’s~~a ~~plans~~Share Is More Akin to Debt or to Equity” (“ASU 2014-16”).

bThe amendments in ASU No. ~~Management’s~~ 2014-16 clarify that ~~evaluation~~an ofentity must take into account all relevant terms and features when reviewing the ~~significance~~nature of ~~those~~the ~~conditions~~host orcontract. ~~events~~Additionally, the inamendments ~~relation~~state tothat no one term or feature would define the ~~entity~~host contract’s ~~ability~~economic tocharacteristics ~~meet its~~and ~~obligations~~risks. Instead, the economic characteristics and risks of the hybrid financial instrument as a whole would determine the nature of the host contract.

~~c. Management’s~~The amendments in this Update are effective ~~plans~~for ~~that~~public ~~alleviated~~business ~~substantial~~entities ~~doubt~~for ~~about~~fiscal ~~the~~years, ~~entity’s~~and ~~ability~~interim toperiods ~~continue~~within asthose afiscal ~~going~~years, ~~concern~~beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted.

IfIn ~~conditions~~January ~~or events raise substantial doubt about an entity’s ability to continue as a going concern~~2015, ~~and~~the ~~substantial~~FASB ~~doubt~~issued isthe ~~not~~FASB ~~alleviated~~Accounting ~~after~~Standards ~~consideration~~Update ofNo. ~~management’s~~2015-01 ~~plans,~~“Income anStatement—Extraordinary ~~entity~~and ~~should~~Unusual ~~include~~Items a(Subtopic ~~statement in the footnotes indicating that there is~~225-20): Simplifying ~~substantial~~Income ~~doubt~~Statement ~~about~~Presentation ~~the~~by ~~entity’s~~Eliminating ~~ability to continue as a going concern within one year after~~ the ~~date~~Concept ~~that~~of ~~the financial~~Extraordinary ~~statements~~Items” ~~are issued~~ (or“ASU ~~available to be issued~~2015-01”). ~~Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:~~

~~a. Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern~~F-15

~~b. Management’s evaluation~~This ofUpdate ~~the~~eliminates ~~significance~~from GAAP the concept of ~~those~~extraordinary ~~conditions~~items orand ~~events~~the requirements in ~~relation~~Subtopic to225-20 ~~the~~for ~~entity’s~~reporting ~~ability~~entities to ~~meet its~~separately ~~obligations~~classify, present, and disclose extraordinary events and transactions.

~~c. Management’s plans~~The ~~that~~amendments in this Update are ~~intended~~effective for tofiscal ~~mitigate~~years, ~~the~~and ~~conditions~~interim orperiods ~~events~~within those fiscal years, beginning after December 15, 2015. Early adoption is permitted provided that ~~raise~~the ~~substantial~~guidance ~~doubt~~is ~~about~~applied from the ~~entity’s~~ ~~ability to~~beginning ~~continue~~of asthe afiscal ~~going~~year ~~concern~~of adoption.

FIn February 2015, the FASB issued the FASB Accounting Standards Update No. 2015-1602 “Consolidation (Topic 810) - Amendments to the Consolidation Analysis” (“ASU 2015-02”) to improve certain areas of consolidation guidance for reporting organizations (i.e., public, private, and not-for-profit) that are required to evaluate whether to consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (e.g., collateralized debt/loan obligations).

~~The~~All ~~amendments~~legal inentities ~~this~~are ~~Update~~subject ~~are~~to ~~effective~~reevaluation ~~for~~under the ~~annual~~revised ~~period~~consolidation ~~ending~~model. ~~after December 15~~Specifically, ~~2016,~~the ~~and for annual periods and interim periods thereafter. Early application is permitted.~~amendments:

~~Management~~· ~~does~~Eliminating ~~not~~the ~~believe~~ presumption that ~~any~~a ~~other~~general ~~recently~~partner ~~issued,~~should ~~but~~consolidate ~~not~~a ~~yet~~limited ~~effective~~partnership. ~~accounting~~· ~~pronouncements,~~Eliminating ifthe ~~adopted~~indefinite deferral of FASB Statement No. 167, ~~would~~thereby ~~have~~reducing the number of Variable Interest Entity (VIE) consolidation models from four to two (including the limited partnership consolidation model). · Clarifying when fees paid to a ~~material~~decision ~~effect~~maker should be a factor to include in the consolidation of VIEs. Note: a VIE is a legal entity in which consolidation is not based on a majority of voting rights. · Amending the ~~accompanying~~ ~~consolidated~~guidance ~~financial~~for ~~statements~~assessing how related party relationships affect VIE consolidation analysis. · Excluding certain money market funds from the consolidation guidance.

~~Note~~The 3amendments –in ~~Going~~this Update are effective ~~Concern~~for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period.

~~The~~Management ~~Company~~does ~~has~~not ~~elected~~believe tothat ~~adopt~~any ~~early~~other ~~application~~recently ~~of Accounting Standards Update No. 2014-15~~issued, ~~“Presentation~~but ofnot ~~Financial~~yet ~~Statements—Going Concern~~effective ~~(Subtopic~~accounting ~~205-40):~~pronouncements, ~~Disclosure~~if ofadopted, ~~Uncertainties~~would ~~about~~have ana ~~Entity’s~~material ~~Ability~~effect toon ~~Continue~~the accompanying asconsolidated afinancial ~~Going Concern (“ASU 2014-15”)~~statements.

~~The~~Note ~~Company’s~~3 ~~financial statements~~– ~~have~~Going ~~been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.~~Concern

AsThe ~~reflected~~Company inhas ~~the~~elected ~~financial statements,~~to ~~the~~adopt ~~Company~~early ~~had~~application of anAccounting ~~accumulated~~Standards ~~deficit~~Update atNo. ~~September 30,~~ 2014-15, “Presentation aof ~~net~~Financial ~~loss~~Statements—Going ~~and~~Concern ~~net~~(Subtopic ~~cash used in operating activities~~205-40): ~~for~~Disclosure ~~the~~of ~~reporting~~Uncertainties ~~period then ended. These factors raise substantial doubt~~ about ~~the~~an ~~Company~~Entity’s ~~ability~~Ability to ~~continue~~Continue as a ~~going concern~~Going Concern (“ASU 2014-15”).

The Company ~~is attempting to commence operations and generate sufficient revenue; however, the Company~~’s ~~cash~~consolidated ~~position may not be sufficient to support~~financial ~~its~~statements ~~daily~~have ~~operations.~~been ~~While~~prepared ~~the~~assuming ~~Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to~~ that ~~effect.~~it ~~The~~will ~~ability of the Company to~~ continue as a going concern, iswhich ~~dependent~~contemplates ~~upon~~continuity ~~its~~of ~~ability~~operations, torealization of ~~further~~assets, ~~implement its business plan~~ and ~~generate~~liquidation ~~sufficient~~of ~~revenue and~~liabilities ~~its~~in ~~ability~~the tonormal ~~raise~~course ~~additional funds by way~~ of ~~a public or private offering~~business.

~~The~~As ~~financial~~reflected ~~statements~~in the consolidated financial dostatements, ~~not~~the ~~include~~Company ~~any~~had ~~adjustments~~an ~~related~~accumulated todeficit ~~the~~at ~~recoverability~~December 31, 2014, a net loss and ~~classification~~net ofcash ~~recorded~~used ~~asset~~in ~~amounts~~operating oractivities for the ~~amounts~~reporting ~~and~~period ~~classification of~~then ~~liabilities~~ended. ~~that~~These ~~might~~factors beraise ~~necessary~~substantial ~~should~~doubt about the Company’s beability ~~unable~~ to continue as a going concern.

~~Note~~The 4Company –is ~~Property~~attempting to commence operations and ~~Equipment~~generate sufficient revenue; however, its cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

~~Property~~The ~~and~~consolidated ~~equipment~~financial statements do not ~~stated~~include atany ~~cost,~~adjustments ~~less~~related ~~accumulated~~to ~~depreciation,~~the ~~consisted~~recoverability and classification of recorded asset amounts or the ~~following:~~amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

	September 30, 2014			December 31, 2013
Office Equipment	$	4,286		$	1,042
		4,286			1,042
Less: Accumulated depreciation		(852	)		(174	)
	$	3,434		$	868

Note 4 – Property and Equipment

~~Depreciation~~(i) ~~Expense~~Impairment

~~Depreciation~~The Company ~~expense~~completed ~~was $678~~the ~~and~~annual ~~$87~~impairment ~~for~~testing ~~the~~of ~~reporting~~property ~~period~~and ~~ended~~equipment ~~September~~and ~~30,~~determined ~~2014~~that ~~and~~there ~~for~~was no impairment as the ~~period~~fair value ~~from~~of ~~March~~property 8and equipment, ~~2013~~exceeded ~~(inception)~~their ~~through~~carrying ~~September 30,~~values ~~2013~~at December 31, ~~respectively~~2014.

~~Note 5 – Patent Application Costs~~F-16

~~The~~(ii) ~~Company~~Depreciation obtained a United States provisional patent #61/868,199, Methods of Playing Games Using the Internet and a 3D Printer from an individual, by assignment, effective November 16, 2013, in exchange for 2,000,000 shares of restricted common stock. The provisional patent was originally granted on August 1, 2013 and is good for one year before applying for a permanent patent. The Company applied for a permanent patent on July 11, 2014. The provisional patent was valued at the fair value of the Company’s common stock on the date of issuance of $0.0133 per share, or $26,660. During the nine month period ending September 30, 2014 the Company paid $9,340 for legal fees associated with the patent application. The total cost of the patent at September 30, 2014 is $36,000.Expense

~~Note~~Depreciation 6expense –was ~~Website~~$214 ~~Development~~and ~~Costs~~$226 for the reporting periods ended March 31, 2015 and March 31, 2014, respectively.

~~The~~Note ~~Company has expended $~~5~~,145~~ ~~through~~– ~~September~~Patent ~~30,~~Application ~~2014 for a website that became functional on September 30, 2014.~~Costs

~~F-17~~The Company obtained a United States provisional patent #61/868,199, Methods of Playing Games Using the Internet and a 3D Printer from an individual, by assignment, effective November 16, 2013, in exchange for 2,000,000 shares of restricted common stock. The provisional patent was originally granted on August 1, 2013 and is good for one year before applying for a permanent patent. The Company applied for a permanent patent on July 11, 2014. The provisional patent was valued at the fair value of the Company’s common stock on the date of issuance of $0.0133 per share, or $26,660. The total cost of the patent at March 31, 2015 is $36,000 and will be amortized beginning with the issuance of the patent.

Note 76 – ~~Related Party~~Website ~~Transactions~~Development Costs

~~Related~~(i) ~~Parties~~Impairment

~~Related~~The ~~parties~~Company ~~with~~completed ~~whom~~the annual impairment test of website development costs and determined that there was no impairment as the ~~Company~~fair ~~had~~value ~~transactions~~of ~~are:~~website development costs, exceeded their carrying values at December 31, 2014.

~~Related~~(ii) ~~Parties~~Amortization ~~Relationship New Skyline Partners, LLC Owned by significant stockholder~~Expense

~~Note~~Amortization ~~Payable~~expense –was ~~Related~~$429 ~~Party~~and $0 for the reporting period ended March 31, 2015 and 2014, respectively.

~~From~~Note ~~time~~7 to– ~~time,~~Related ~~certain~~Party ~~officers and directors provided working capital to the Company in the form of notes payable.~~Transactions

~~Note~~Related ~~payable – related party consisted of the following:~~Parties

	September 30, 2014		December 31, 2013
On May 1, 2013, the Company issued a note to New Skyline Partners, LLC, in the principal amount of $10,000 with interest at 5%, per annum, maturing on April 30, 2014. On Nov. 17, 2014, the note and all previous notes and accrued interest to that date were amended and increased to one $76,131.13 note. The note matures on November 16, 2015 and bears interest at 2.8%, per annum.	$	67,500	$	10,000
	$	67,500	$	10,000

Related parties with whom the Company had transactions are:

~~Interest~~Related ~~expense~~Parties ~~for~~Relationship ~~the~~New ~~interim~~Skyline ~~periods ended September 30~~Partners, ~~2014~~LLC ~~and~~Owned ~~2013~~by ~~was~~significant ~~$1,174 and $166, respectively.~~stockholder

~~Note~~Advances 8from -Related ~~Commitments and Contingencies~~Party

~~Employment~~From ~~Agreements~~time to time, stockholders of the Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.

~~Chief~~During the month of March 2015, New Skyline ~~Operating~~Partners, ~~Officer~~LLC advanced $1,500 to the Company for working capital purpose. The advances are due on demand and bear no interest.

OnNote ~~October~~Payable ~~22, 2013, the~~– ~~Company~~Related entered into an employment agreement with James Endee (“Endee”), in connection with his appointment as the Company’s Chief Operating Officer. The term of the Agreement is for a period of three (3) years, commencing on October 22, 2013. Party

~~During~~From ~~the~~time ~~Term~~to time, ~~the Company~~certain ~~will~~officers ~~pay~~and ~~Endee~~directors ~~three~~provided ~~million~~working ~~(3,000,000)~~capital ~~shares~~to of the Company’s ~~common~~in ~~stock,~~the ~~issuable~~form ~~250,000~~of ~~shares~~notes ~~at a time on a quarterly basis commencing October 22, 2013~~payable.

~~Chief~~Note payable – related ~~Financial~~party ~~Officer~~consisted of the following:

On November 1, 2014, the Company entered into an employment agreement with David Hostelley (“Hostelley”) in connection with his appointment as the Company’s Chief Financial Officer. The term of the Agreement is for a period of one year, commencing on November 1, 2014. The agreement may be extended for periods by the mutual agreement of the parties.

	March 31, 2015		December 31, 2014
On May 1, 2013, the Company issued a note to New Skyline Partners, LLC, in the principal amount of $10,000 with interest at 5%, per annum, maturing on April 30, 2014. On Nov. 17, 2014, the note and all previous notes and accrued interest to that date were amended and increased to one $76,131.13 note. The note matures on Nov. 16, 2015 and bears interest at 2.8%, per annum.	$	76,131	$	76,131
	$	76,131	$	76,131

~~During~~Interest ~~the~~expense ~~Term,~~for the ~~Company~~interim ~~will~~periods ~~(i) pay~~ended March ~~Hostelley~~31, a2015 ~~base~~and ~~salary~~2014 ofwas $~~1,500~~533 ~~per~~and ~~month~~$44, respectively.

~~Note 9 – Stockholders’ Equity (Deficit)~~F-17

~~Shares~~Note ~~Authorized~~8 - Commitments and Contingencies

~~Shares~~Employment ~~Authorized upon Incorporation~~Agreements

~~Upon~~Head ~~incorporation the total number~~ of ~~shares of all classes of stock which~~ the ~~Company~~Desktop isExtruder ~~authorized to issue is Five Hundred Million (500,000,000) shares of which Five Hundred Million (500,000,000) shares shall be Common Stock, par value $0.0001 per share.~~Division

~~F-18~~On November 21, 2013, the Company entered into an employment agreement with Brandon Bell (the “Developer”) in connection with his appointment as the Company’s Head of the Desktop Extruder Division.

~~Certificate~~(i) ofScope ~~Amendment to the Certificate~~ of ~~Incorporation~~Services

OnThe Developer shall develop for the ~~January~~Company 7an operating prototype or prototypes of the Device which initial prototype shall be presented to the Company for its inspection no later than March 15, 2014, ~~upon~~(or ~~approval~~such earlier date mutually agreed upon by ~~written~~both ~~consent~~parties). ofThe ~~its~~period ~~board~~from ~~members~~the date hereof until March 15, 2014 is hereinafter referred to as the "Prototype Development Period." The Company ~~approved~~ shall cooperate with the Developer ~~increase~~during inthe Prototype Development Period by providing the ~~number~~Company's ofspecifications for the Device and responding within ~~authorized~~a ~~shares~~reasonable time to ~~increase~~any requests for information requested by the ~~number~~Developer ofrelevant ~~authorized~~to ~~shares~~the Device's development. Developer shall be involved in all phases of ~~par~~testing ~~value~~and ~~$0.0001~~allowed ~~stock~~to ~~from~~participate ~~Five~~in ~~Hundred~~any ~~Million~~and ~~(500~~all discussions,~~000,000) shares~~ upincluding tobut ~~Five~~not ~~Hundred~~limited ~~One~~to ~~Million~~discussions concerning ~~(501~~the engineering,~~000~~ modification,~~000)~~ ~~shares~~manufacturing, ~~composed~~production, ofand anpricing ~~increase~~of in the ~~number~~Prototype. ofUpon ~~authorized~~the ~~shares~~expiration of ~~par~~the ~~value~~Prototype ~~$0.0001~~Development ~~preferred~~Period ~~stock~~the ~~from~~Developer ~~nil~~agrees to ~~One~~remain ~~Million~~in ~~(1,000,000)~~such ~~shares.~~capacity with the Company and devote at least eight hours per week on the business and affairs of the Company.

~~Preferred~~(ii) ~~Stock – Related Party~~Term

OnEffective ~~August~~on 6November 21, 2013, ~~New~~the ~~Skyline~~Developer ~~purchased~~shall become the ~~entire~~Head ~~20,000 shares~~ of the ~~Company’s~~Desktop ~~designated~~Extruder ~~Series~~Division Aof ~~Convertible~~the ~~Preferred~~Company ~~Stock,~~for ~~par~~a ~~value~~period ~~$0.0001 (“Series~~of ~~A”)~~three atyears ~~$1.50~~(subject ~~per~~to ~~share (~~the ~~“Purchase~~terms of ~~Price”)~~this ~~or $30,000 in cash~~Agreement).

~~The~~(iii) ~~Series~~Expenses Aand ~~has the following Designations:~~Compensation

~~Shares~~ (a) Upon execution of ~~Series~~this AAgreement, the Company shall pay the Developer the pre-approved expenses and costs of developing the prototype — expected not ~~have~~to exceed $20,000 — and shall issue to the ~~right~~Developer 200,000 restricted shares of the Company's common stock. The percentage ownership interest of such shares, measured on a fully diluted basis (based on 40,000,000), shall be free from dilution for 24 months without the need for the Developer to ~~vote~~pay any consideration for newly issued shares, such that the company shall issue additional shares to the Developer at the end of each calendar quarter to ensure that said percentage ownership interest is preserved. In the event of Prototype Acceptance and this Agreement has not been terminated for cause (as defined below), the Developer shall thereupon be entitled to warrants to purchase 2,200,000 restricted shares of the Company's common stock as follows:

In(i) ~~the~~Warrants ~~event~~to ~~of any~~purchase ~~voluntary or involuntary liquidation~~733,334 ~~dissolution~~shares or("Phase ~~winding~~1 upWarrants") ofimmediately ~~the~~upon ~~Company’s affairs, holders of~~ the ~~Series~~date ~~A will be entitled to receive a liquidation preference~~ of ~~the~~Prototype ~~stated value of $1~~Acceptance,~~000~~ ~~per~~if ~~share plus accrued and unpaid dividends~~any. The ~~Series~~ Aexercise isprice ~~senior in right~~ of ~~distribution~~Phase in1 ~~liquidation~~Warrants toshall ~~the~~be ~~Common Stock~~$0.0001 ~~If,~~and ~~upon~~shall ~~any~~be ~~winding~~exercisable upin ofwhole ~~the~~but ~~Company’s affairs, the assets available to pay the holders of Series A Preferred Stock are~~ not ~~sufficient to permit payment~~ in ~~full,~~part ~~then all~~through ~~assets~~the ~~will~~third beanniversary ~~distributed~~of ~~to those holders on a pro rata basis~~issuance.

~~The~~(ii) ~~Series~~Warrants Ato ~~is convertible~~purchase at733,333 ~~option~~shares of(''Phase 2 Warrants”) shall be issued on the ~~holder~~first atanniversary of Prototype Acceptance, if any. ~~time~~The ~~and~~exercise ~~from~~price ~~time~~shall tobe ~~time,~~greater ~~without~~of $0.0001 per share or 25% of the ~~payment~~average of ~~additional~~the ~~consideration~~closing ~~into~~trading ~~one thousand~~prices ~~(1,000)~~for ~~shares~~the Company's common stock during the 30 day period immediately prior to issuance of ~~Common~~the ~~Stock~~Phase 2 Warrants in the event that such common stock is then publicly traded.

~~Shares~~ (iii) Warrants to purchase 733,333 shares ("Phase 3 Warrants") shall be issued on the first anniversary of ~~Series~~Prototype AAcceptance, if any. The exercise price shall ~~have~~be nogreater ~~right~~of $0.0001 per share or 25% of the average of the closing trading prices for the Company's common stock during the 30 day period immediately prior to ~~dividends~~issuance of the Phase 3 Warrants in the event that such common stock is then publicly traded.

~~Common~~The ~~Stock~~Phase –I Warrants, the Phase II ~~Related~~Warrants, ~~Party~~and the Phase III Warrants are sometimes collectively referred to as the "Warrants." Shares of the Company's common stock issuable upon exercise of the Warrants shall be restricted from re-sale by Developer for a period of six (6) months from the date of such exercise, after which time Developer shall be able to sell such shares common stock, subject to an aggregate limit of two hundred thousand shares (200,000) per calendar month thereafter. The Warrants (or any portion thereof) shall be non-transferrable by Developer, and shall be restricted from any subsequent assignment or transfer by Developer without the express written consent from the Company. The form of the warrant described herein is attached hereto as an Addendum to this Agreement.

OnThe ~~March~~Developer ~~11,~~did ~~2013,~~not earn the earnable ~~Company~~Warrants ~~issued~~to 1purchase 2,~~000~~200,000 restricted shares of ~~its~~the Company's common stock tospecified ~~its~~in ~~founder~~this ~~for~~Employment ~~services~~Agreement ~~performed.~~as ~~The~~the ~~shares~~Developer did ~~were~~not ~~valued~~provide at the ~~par~~Prototype ~~value of~~during ~~$0.0001~~the ~~per~~Prototype ~~share~~Development ~~or $100~~Period.

~~On June 15, 2013, New Skyline Partners, LLC purchased 2,000,000 shares of the Company’s common stock at $0.01 per share or $20,000.~~F-18

On(b) ~~August 1,~~The ~~2013~~Company shall during the ~~Company~~term ~~issued~~of ~~3,000,000~~this ~~shares~~Agreement ofpay ~~its~~the ~~common~~Developer ~~stock,~~a ~~valued~~royalty atin $0the amount of 7.015% ~~per~~on ~~share~~gross revenues (less parts and shipping) received by the Company from sales of the Device, orpayable quarterly in arrears, capped at $3080,000, ~~to its~~per ~~founder~~12 tomonth ~~assume~~period, ~~the~~and ~~positions~~payable offor ~~President~~36 ~~and~~months ~~Chief~~from ~~Executive~~the ~~Officer~~date of ~~the~~first ~~Company~~such sale.

On(iv) ~~September 30, 2013, New Skyline Partners, LLC purchased 3,000,000 shares of the Company’s common stock at $0.01333 per share or $40,000.~~Exclusivity

OnDeveloper ~~November~~acknowledges that with 1,respect ~~2013,~~to the development of the Device that he has an exclusive relationship with the Company, ~~issued~~including ~~250~~a non-disclosure agreement,~~000~~ for ~~shares~~purposes of ~~its~~developing ~~common~~the ~~stock~~Device, ~~valued~~and atshall ~~$0.01333~~not, ~~per~~during ~~share~~the term hereof produce or $3develop,~~333~~ or work with or for any entity or person(s) to ~~its~~produce ~~Chief~~or ~~Financial~~develop, anything which could be construed in any manner to compete with the Device, as far as pricing ~~Officer~~and similar weight (45 pounds us referenced above) is concerned. The ~~shares~~Company ~~were~~understands ~~fully~~that ~~vested~~the Developer and ~~non-forfeitable~~its onagents are currently providing certain services to other individuals or companies in the ~~date~~3D ofprinting ~~issuance~~industry manufacturing and selling filament.

~~On November~~Chief ~~21,~~Financial 2013, the Company issued 200,000 shares of its common stock valued at $0.01333 per share or $2,666 to its Head of Desktop Extrusion. The shares were fully vested and non-forfeitable on the date of issuance. The shares have an anti-dilution clause for the first twenty-four (24) months.Officer

On ~~December 23,~~May ~~2013~~1, 2015 the Company entered ~~issued~~into ~~60,000~~an ~~shares~~employment ofagreement ~~its~~with ~~common~~Lawrence ~~stock~~Dobroff ~~valued~~(“Dobroff”) atin ~~$0.01333~~connection ~~per~~with ~~share~~his orappointment ~~$800~~as ~~per~~ the ~~terms~~Company’s Chief ~~and~~Financial ~~conditions~~ Officer. The term of the Agreement is for a ~~Separation~~period ~~Agreement~~of ~~with~~one ~~its~~year, ~~former~~commencing ~~Chief~~on ~~Technology~~May ~~Officer.~~1, 2015. The ~~shares~~agreement ~~were~~may be ~~fully~~extended ~~vested~~for ~~and~~periods ~~non-forfeitable~~by on the ~~date~~ mutual agreement of ~~issuance~~the parties.

OnDuring ~~May 1,~~the ~~2014~~Term, the Company ~~issued~~hereby ~~250,000~~agrees ~~shares of its common stock valued at $0.01333 per share or $3,333~~ to ~~its Chief Financial~~ pay ~~Officer.~~Dobroff ~~The shares were fully vested and non-forfeitable on~~ the ~~date of issuance.~~following:

~~F-19~~(i) a base salary of $1,500 per month during the term of the Agreement.

~~Issuance~~(ii) 250,000 shares of ~~Common Stock~~the orCompany’s ~~Equity~~Common ~~Units~~Stock to(“Shares”) ~~Parties~~issuable ~~Other~~November ~~Than~~1, ~~Employees~~2015 ~~for~~provided ~~Acquiring~~this ~~Goods~~Agreement orremains ~~Services~~in effect.

OnNote ~~September~~9 ~~24,~~– ~~2013,~~Stockholders’ the Company entered into an engagement with JMS Law Group (“JMS”) to provide legal services with respect to certain securities work. Pursuant to the agreement the Company is required to pay the firm $3,750 upon execution of the agreement and $3,750 immediately prior to filing a Registration Statement. The Company also agreed to issue JMS 2,000,000 shares of restricted common stock upon execution of the agreement. The stock is fully vested and non-forfeitable. The Company valued the 2,000,000 shares of common stock at $0.01 per share, or $20,000, and recorded the issuance as professional fees.Deficit

OnShares November 16, 2013, the Company obtained a United States provisional patent from an individual, by assignment, in exchange for the issuance of 2,000,000 shares of its restricted common stock. The provisional patent was valued at $0.0133 per share, or $26,660.Authorized

OnShares ~~May~~Authorized ~~14, 2014, the Company~~upon issued 1,000,000 shares of its common stock to a consultant for future services to be performed over a three year period. These shares are fully vested and non-forfeitable and were valued at $0.15 per share, or $150,000. On the one year anniversary of the agreement, if still in effect, the Company will issue an addition 1,000,000 shares of its common stock to the consultant.Incorporation

OnUpon ~~May~~incorporation ~~19, 2014,~~ the ~~Company~~total ~~issued~~number ~~25,000~~of shares of ~~its~~all ~~common~~classes of stock towhich ~~a consultant for services related to~~ the Company’s ~~research~~is ~~and~~authorized ~~development~~to ~~of orthotics~~issue ~~products~~is ~~and/or~~Five ~~services.~~Hundred ~~These~~Million ~~shares were valued at $0.15 per share~~(500, ~~or $3~~000,~~750.~~000) ~~The~~shares of ~~Company~~which ~~will~~Five ~~issue~~Hundred anMillion ~~additional 75~~(500,000,000) shares ~~over~~shall 2be ~~years~~Common Stock, ifpar ~~still~~value in$0.0001 ~~effect~~per share.

~~Issuance~~Certificate of ~~Common~~Amendment ~~Stock~~to orthe ~~Equity~~Certificate ~~Units~~of ~~for Cash~~Incorporation

On January 227, 2014 ~~and February 25~~, ~~2014, the~~upon ~~Company~~approval ~~closed a private placement~~ by ~~raising~~written ~~$26,400~~consent ~~from~~of ~~eleven~~its ~~(11)~~board ~~investors~~members ~~through~~ the ~~sale~~Company approved ofthe ~~176,000~~increase ~~units~~in ofthe ~~its~~number ~~securities~~of atauthorized ~~$0.15~~shares ~~per~~to ~~unit~~increase ~~in a private placement. Each unit sold in~~ the ~~offering~~number ~~consisted~~ of 1authorized ~~share~~shares of ~~the~~par ~~Company’s~~value ~~common stock,~~ $0.0001 ~~par~~stock ~~value~~from ~~per~~Five ~~share,~~Hundred ~~and~~Million a(500,000,000) shares ~~warrant~~up to ~~purchase~~Five ~~two~~Hundred One Million (2501,000,000) shares, composed of ~~common~~an ~~stock~~increase ~~with~~in anthe ~~exercise~~number ~~price~~of authorized shares of par value $0.640001 ~~per~~preferred ~~share expiring~~stock ~~three years~~ from ~~the~~nil ~~date~~to ofOne ~~issuance~~Million (~~the “Warrants“~~1,000,000) shares.

~~Warrants~~Preferred Stock – Related Party

~~The~~On ~~Company~~August ~~estimated~~6, ~~the~~2013, ~~relative~~New ~~fair~~Skyline ~~value~~purchased the entire 20,000 shares of the ~~warrants~~Company’s ondesignated ~~the~~Series ~~date~~A ofConvertible ~~grant~~Preferred ~~using~~Stock, ~~the~~par ~~Black-Scholes~~value ~~option-pricing~~$0.0001 ~~model~~(“Series A”) ~~with~~at $1.50 per share (the ~~following~~“Purchase ~~weighted-average~~Price”) ~~assumptions:~~or $30,000 in cash.

Expected life (year)	3
Expected volatility (*)	56.47	%
Expected annual rate of quarterly dividends	0.00	%
Risk-free rate(s)	0.90	%

The Series A has the following Designations:

* As a newly formed entity it is notShares ~~practicable for the Company to estimate the expected volatility~~ of ~~its~~Series ~~share~~A ~~price.~~shall ~~The~~not ~~Company~~have ~~selected four (4) comparable public companies listed on~~ the ~~NASDAQ~~right ~~Capital Market within the 3D printer industry, which the Company engages in,~~ to ~~calculate the expected volatility~~vote. ~~The Company calculated those four (4) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility.~~

~~The~~In ~~estimated~~the ~~relative~~event ~~fair~~of ~~value~~any voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, holders of the Series A will be ~~warrants~~entitled ~~was~~to receive a liquidation preference of the stated value of $31,~~014~~000 atper share plus accrued and unpaid dividends. The Series A is senior in right of distribution in liquidation to the ~~date~~Common Stock. If, upon any winding up of ~~issuance~~the ~~using~~Company’s affairs, the ~~Black-Scholes~~assets ~~Option~~available ~~Pricing~~to ~~Model~~pay the holders of Series A Preferred Stock are not sufficient to permit payment in full, then all assets will be distributed to those holders on a pro rata basis.

~~Note 10 – Subsequent Events~~F-19

The ~~Company~~Series ~~has~~A ~~evaluated~~is ~~all events that~~convertible ~~occur~~at ~~after~~option ~~the~~of ~~balance sheet date through~~ the ~~date~~holder ~~when~~at ~~the~~any ~~financial~~time ~~statements~~and ~~were~~from ~~issued~~time to ~~determine~~time, ifwithout ~~they~~the ~~must~~payment ~~be reported. The Management~~ of ~~the~~additional ~~Company~~consideration ~~determined~~into ~~that~~one ~~there~~thousand ~~were certain reportable subsequent event~~(s1,000) shares toof beCommon ~~disclosed as follows:~~Stock

~~Effective November 1, 2014, the Company~~Shares ~~entered into a contract for one year~~ of ~~services~~Series ~~with~~A ~~its~~shall ~~CFO.~~have ~~The~~no ~~contract~~right ~~calls~~to ~~for a $1,500 per month payment~~dividends.

~~On November~~Common ~~17,~~Stock ~~2014 the Company entered into a new Note Payable with New Skyline Partners, LLC, a related party, which incorporated~~– ~~all~~Related previous loans to the Company and accrued interest to date. The new note amount is $75,000 plus accrued interest of $1,131.53, due November 16, 2015 with interest at 2.8%, per annum. The note and accrued interest are due and payable on November 16, 2015.Party

On ~~November 19, 2014, in association with the~~ May 19 1, 2014 ~~offering~~, the Company issued 25250,000 shares of its common stock tovalued aat ~~consultant~~$0.01333 ~~for~~per ~~services~~share ~~related to~~or ~~the~~$3,333 ~~Company’s~~to ~~research~~its ~~and~~Chief ~~development of orthotics products and/or services~~Financial Officer. The ~~Company~~shares ~~will~~were ~~issue~~fully anvested ~~additional~~and ~~50,000 shares~~non-forfeitable ~~over~~on the ~~remaining~~date 2of ~~years, if still in effect~~issuance.

OnIssuance ~~December~~of 4,Common ~~2014 the~~Stock ~~Company~~or ~~sold~~Equity ~~12,000~~Units ~~shares of its common stock~~ to ~~two~~Parties ~~investors~~Other ~~for~~Than aEmployees ~~total of 24,000 shares~~ for ~~cash~~Acquiring atGoods ~~$0.25~~or ~~per share for a total of $6,000.~~Services

FAdvisor Agreement -20 Patrick J. O'Neil

On May 14, 2014, the Company entered into an advisor agreement with and Patrick J. O'Neil (the "Advisor").

(i)

Term

Effective the date hereof, the Advisor shall become an advisor to the Company for a period of three years.

(ii)

Scope of Services

The Advisor shall consult and advise the Company on the design and implementation of certain technological initiatives including, but not limited to: six headed printer component capable of printing multiple filaments, and the initial programming and architecture of a CAD Download Website. The Advisor agrees that he shall be available upon reasonable request of the executives of the Company and agrees to respond in a timely manner to all reasonable requests of the executives of the Company.

(iii)

Compensation

In exchange for the services rendered by the Advisor hereunder, during the Term of this Agreement, provided it has not been terminated, the Company shall issue to the Advisor the following: 1,000,000 shares of its common stock, with standard restrictive legend, on the execution of this Agreement; 1,000,000 shares of its common stock, with standard restrictive legend, on the 1-year anniversary of the execution of this document, (collectively, the "Shares").

(iv)

Intellectual Property Rights

(a) In the event the Company were to license, sell, transfer or convey the patent titled: "3D PRINTER SYSTEM WITH CIRCULAR CAROUSEL AND MULTIPLE MATERIAL DELIVERY SYSTEM" Application No. 61 /976,137, the Company shall pay to the Advisor twenty five (25%) percent of the proceeds received by the Company and (b) In the event that the Company should cease to operate or file for bankruptcy, the ownership of the patent referred above will revert to the Advisor.

(v)

Termination

Either party may terminate this Agreement upon 30 days written notice by either party. Provided that the provisional patent is properly filed, a demonstration prototype is completed and the software for the CAD Download Site is completed, the compensation in Section 3 will be paid in full upon termination. The provisions in Intellectual Property Rights will survive any termination of this Agreement by either party.

On May 14, 2014, the Company issued 1,000,000 shares of its common stock to a consultant for future services to be performed over a three year period. These shares are fully vested and non-forfeitable and were valued at $0.15 per share, or $150,000.

Advisor Agreement - Dr. Thomas Barbaro

On May 19, 2014, the Company entered into an advisor agreement with and Dr. Thomas Barbaro (the "Advisor").

(i)

Term

Effective the date hereof, Effective the date hereof, the Advisor shall become an advisor to the Company for a period of two years.

(ii)

Scope of Services

The Advisor shall serve as an advisor to the Company on the field of orthotics and 30 plastics applications. The Advisor agrees that he shall be available upon reasonable request of the executives of the Company and agrees to respond in a timely manner to all reasonable requests of the executives of the Company.

F-20

(iii)

Compensation

In exchange for the services rendered by the Advisor hereunder, during the Term of this Agreement, provided it has not been terminated, the Company shall issue to the Advisor an aggregate of 25,000 shares of its common stock, with standard restrictive legend, upon signing the agreement, and 25,000 shares six months after the date hereof, 12 months after the date hereof, and l 8 months after the date hereof (an aggregate of 100,000 shares, the "Shares").

(iv)

Termination

Either party may terminate this Agreement upon 30 days written notice by either party. Upon termination all rights to compensation shall cease.

On May 19, 2014, the Company issued 25,000 shares of its common stock to a consultant for services related to the Company’s research and development of orthotics products and/or services. These shares were valued at $0.15 per share, or $3,750.

Issuance of Common Stock or Equity Units for Cash

On January 22, 2014 and February 25, 2014, the Company closed a private placement by raising $26,400 from eleven (11) investors through the sale of 176,000 units of its securities at $0.15 per unit in a private placement. Each unit sold in the offering consisted of 1 share of the Company’s common stock, $.0001 par value per share, and a warrant to purchase two (2) shares of common stock with an exercise price of $0.64 per share expiring three years from the date of issuance (the “Warrants“).

On December 3, 2014 the Company issued 24,000 shares of its common stock at $0.25 per share or $6,000 for cash.

On December 15, 2014 the Company issued 12,000 shares of its common stock at $0.25 per share or $3,000 for cash.

On January 13, 2015 the Company issued 11,200 shares of its common stock at $0.25 per share or $2,800 for cash.

On March 25, 2015 the Company issued 16,000 shares of its common stock at $0.25 per share or $4,000 for cash.

Warrants

The Company estimated the relative fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Expected life (year)	3

Expected volatility (*)	56.47	%

Expected annual rate of quarterly dividends	0.00	%

Risk-free rate(s)	0.90	%

* As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected four (4) comparable public companies listed on the NASDAQ Capital Market within the 3D printer industry, which the Company engages in, to calculate the expected volatility. The Company calculated those four (4) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility.

The estimated relative fair value of the warrants was $3,014 at the date of issuance using the Black-Scholes Option Pricing Model.

F-21

The table below summarizes the Company’s warrant activities through March 31, 2015:

Summary of the Company’s Warrant Activities

The table below summarizes the Company’s warrant activities:

	Number of Warrant Shares		Exercise Price Range Per Share		Weighted Average Exercise Price		Fair Value at Date of Issuance		Aggregate Intrinsic Value

Balance, December 31, 2014		351,998	$	0.64	$	0.64	$	3,014	$	-

Granted		-		-		-		-		-

Canceled		-		-		-		-		-

Exercised		-		-		-		-		-

Expired		-		-		-		-		-

Balance, March 31, 2015		351,998	$	0.64	$	0.64	$	3,014	$	-

Earned and exercisable, March 31, 2015		351,998	$	0.64	$	0.64	$	3,014	$	-

Unvested, March 31, 2015		-	$	-	$	-	$	-	$	-

The following table summarizes information concerning outstanding and exercisable warrants as of March 31, 2015:

	Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices	Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price

$0.64		351,998		1.75	$	0.64		351,998		1.75	$	0.64

$0.64		351,998		1.75	$	0.64		351,998		1.75	$	0.64

Note 10 – Subsequent Events

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were reportable subsequent events to be disclosed.

Chief Financial Officer

On May 1, 2015, David Hostelley resigned as Chief Financial Officer for the Company.

On May 1, 2015 the Company entered into an employment agreement with Lawrence Dobroff (“Dobroff”) in connection with his appointment as the Company’s Chief Financial Officer. The term of the Agreement is for a period of one year, commencing on May 1, 2015. The agreement may be extended for periods by the mutual agreement of the parties.

During the Term, the Company hereby agrees to pay Dobroff the following:

(i)

A base salary of $1,500 per month during the term of the Agreement.

(ii)

250,000 shares of the Company’s Common Stock (“Shares”) issuable November 1, 2015 provided this Agreement remains in effect.

F-22

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

The following discussion should be read in conjunction with our audited consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contained in our Form S10-1K ~~filed~~for ~~October~~the 23year ended December 31, 2014 filed April 14, 2015.

Plan of Operations

3D Total Solutions, Inc. (the “Company”) was founded in the State of Delaware on March 8, 2013. We are aan ~~development~~emerging ~~stage~~growth company that seeks to enhance the value of the 3D printing experience, via various initiatives. We have two ‘hardware-related’, and three ‘software-related’, products in development. We intend to develop each initiative into a revenue source for the company. Our initiatives are described ~~later~~as ~~in the document~~follows. ~~In summary, we have two ‘hardware-related’ and three ‘software-related’ products in development.~~

Regarding our ‘hardware-related’ products, we are developing a three-dimensional (“3D”) printing machine(s), and/or components of 3D- printers, in which a component allows the 3D-printer to print multiple filaments during the same print. We intend this to be a consumer-grade product. Another product we are developing is a desktop extrusion device. We are in the process of developing a machine for creating filament out of plastic raw material and possibly other materials, in a small and economical package, with higher quality than currently on the market. We intend to outsource the production of our 3D printer and desktop extruder device, if applicable.

Our ‘software-based’ products will include 3D gaming applications and competitions (in development), a website with the ability to support an online community of users that can upload and share their designs/prints, and an area of the website where users can purchase parts kits that will allow them to build better, more useful objects than what is currently on the market.

We believe that our ability to offer these 3D- printing related products will provide the end user with a unique offering that will enhance the user’s printing experience, add value, and in return, accelerate the popularity of the 3D~~-Printing~~ printing industry as a whole.

We have ~~a non-~~provisional ~~patent~~ patents filed on ~~the multi-filament printer,~~ a ~~provisional patent filed on a~~ component of a 3D printer, and intend on having patents filed related to the desktop extruder device, currently in development. We are developing games for people to play using a 3D printer and have filed provisional patents related to the systems, apparatus, and methods for conducting such games.

Lastly, we are exploring the application of 3D printing to the field of orthotics. It is our intention that this develops into a division of the Company that creates orthotics using 3D printing technology, however, the direction may change as we progress further.

Comparison of ~~Nine and~~ Three Months Ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014

Net loss

For the quarter ended ~~September 30~~March 31, ~~2014~~2015, the Company reported a net loss of ($3221,~~744~~764) as compared to a net loss for the quarter ended March ~~September 30~~31, ~~2013~~2014, of ($9340,~~370~~297). A decrease in ~~compensation,~~ research and development and ~~consulting~~expenses ~~expense~~related ~~was~~to ~~offset~~the bycosts anof ~~increase~~filing inthe ~~general and administrative~~Offering ~~expenses~~Statement ~~accounting~~was ~~for~~offset ~~the~~by ~~overall~~an ~~decrease~~increase in ~~expenses~~professional fees. The Basic Loss per Share for the quarter ended ~~September~~March 3031, ~~2014~~2015, is ($0.00), and ($0.0200) for the quarter ended ~~September~~March 3031, ~~2013~~2014.

We are still developing our prototype equipment models and the marketing part of our web site. We have had no sales to date other than a miscellaneous sale of $1,050 at the end of 2013.

~~Stock~~Selling, ~~Based~~General ~~Compensation~~and Administrative Expenses

~~For~~Since inception, the ~~nine month period~~Company ~~ending~~has ~~September~~not ~~30,~~incurred ~~2014~~any ~~there~~selling ~~were~~expenses. ~~4,275,000~~During ~~shares~~the ~~issued~~three ~~for~~month ~~services~~period ~~and~~ending ~~officers’compensation~~March ~~with 3~~31,~~000,000~~ ~~shares returned~~2015 by the ~~former~~Company ~~president,~~incurred ageneral ~~net~~and ~~issuance~~administrative expenses of 1$2,~~275,000~~148 ~~shares~~ as compared with 6$21,~~000,000~~640 ~~shares issued~~ for ~~services and officers’compensation during~~ the same period in ~~2013~~2014.

General and Administrative Expenses

During the nine month period ending September 30, 2014 the Company incurred General and Administrative expenses of $39,780 as compared with $10,138 for the same period in 2013. During the three month period ending September 30, 2014 the Company incurred General and Administrative expenses of $11,493 as compared with $3,284 during the same period in 2013.

Liquidity and Capital Resources

~~Cash~~The ~~used~~Company byended ~~operations~~the first ~~for~~quarter ~~the~~of ~~nine~~2015 ~~month~~with ~~period~~$1,011 ~~ended~~in ~~September~~cash, 30total current assets of $1,011 ~~2014~~and ~~was~~total current liabilities of $106,226 resulting in a working capital deficit of ($72105,~~137~~215), compared to ~~cash~~a ~~used~~working bycapital ~~operations~~deficit of ($5294,~~367)~~227 for the ~~reporting period~~year ended ~~September~~December 3031, ~~2013~~2014.

~~The~~Since ~~Company ended the third quarter of 2014 with $4~~inception,~~193~~ inwe ~~cash, total current assets of $4,193 and total current liabilities of $8,476 resulting in a working~~have ~~capital~~an accumulated deficit of $(4$466,~~283~~387), ~~compared~~and tostockholders’ ~~working~~equity ~~capital~~ of ($539,~~159 for the year ended December 31, 2013~~380).

Since inception, we have an accumulated deficit of ($409,238) and shareholders’ equity of ($27,204).

Operating activities

Net cash used in operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 was $7211,~~137~~555 as compared with $5230,~~367~~194 for the reporting period ended ~~September 30~~March 31, ~~2013~~2014.

Investing activities

Net cash used in investing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 was $~~14,129~~0 as compared with $32,~~667~~498 for the reporting period ended ~~September 30~~March 31, ~~2013~~2014.

	09-30-14		9-30-13
Purchase of Equipment	$	3,244	$	1,042
Patent Application Costs	$	9,340	$	-0-
Website Development Costs	$	1,545	$	2,625
TOTAL	$	14,129	$	3,667

	3 months ended		3 months ended
	03-31-15		3-31-14
Purchase of Equipment	$	0	$	2,498
TOTAL	$	0	$	2,498

Financing activities

Net cash provided by financing activities for the ~~nine~~three month period ending ~~September~~March 3031, ~~2014~~2015 was $838,~~900~~300 as compared with $~~100~~31,~~000~~400 for the reporting period ended ~~September 30~~March 31, ~~2013~~2014.

	9-30-14		9-30-13
	3 months ended		3 months ended
Note Payable-Related Party	$	57,500	$	10,000
	03-30-15		3-31-14
Sale of Preferred Stock	$	-0-	$	30,000
Note Payable-Related Party	$	-0-	$	5,000
Sale of Common Stock	$	26,400	$	60,000
Advance-related party	$	1,500	$	-0-
TOTAL	$	83,900	$	100,000
Sale of Common Stock	$	6,800	$	26,400
TOTAL	$	8,300	$	31,400

Off-Balance Sheet Arrangements

We have never entered into any off-balance sheet arrangements and have never established any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is not required to provide the information required under this item.

Item 4. Controls and Procedures

~~Changes~~Evaluation inof ~~Internal~~Disclosure ~~Control Over Financial~~Controls ~~Reporting.~~and Procedures

~~None~~We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of March 31, 2015 that our disclosure controls and procedures were not effective at ensuring that the material information required to be disclosed in the Exchange Act reports is recorded, processed, summarized and reported as required in applicable SEC rules and forms. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

~~Disclosure~~Changes ~~Controls~~in ~~and~~Internal ~~Procedures~~Control over Financial Reporting

WeDuring ~~maintain~~the ~~“disclosure~~quarter ~~controls~~ended ~~and~~March ~~procedures~~31,” as2015, ~~the~~there ~~Securities~~were ~~and~~no ~~Exchange~~changes ~~Commission (“SEC”) defines such term. We have designed these controls and procedures to reasonably assure that information required to be disclosed~~ in our ~~reports~~internal ~~filed~~control ~~under~~over ~~the~~financial ~~Exchange Act,~~reporting ~~such~~identified ~~as this Form 10-Q, is recorded, processed, summarized, and reported within the periods specified~~ in ~~the~~connection ~~SEC~~with management’s ~~rules~~ ~~and~~evaluation ~~forms.~~of Wethe ~~have~~effectiveness ~~also~~of ~~designed~~ our ~~disclosure~~internal ~~controls~~control toover ~~provide~~the ~~reasonable~~financial ~~assurance~~reporting that ~~such~~have ~~information~~materially isaffected, ~~accumulated~~or ~~and~~are reasonably ~~communicated~~likely to ~~the~~materially ~~Chief~~affect, ~~Executive~~our ~~Officer,~~internal ascontrol ~~appropriate,~~over tofinancial ~~allow~~reporting ~~them~~as todefined ~~make~~in ~~timely~~Rules ~~decisions~~13a-15(f) ~~regarding~~and ~~our~~15d-15(f) ~~required~~under ~~disclosures~~the Exchange Act.

~~Our~~Due ~~management,~~to ~~has evaluated the effectiveness of~~ our ~~disclosure~~relatively ~~controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934)~~small assize ofwe ~~June~~do 30, 2013. Based on this evaluation, the Chief Executive Officer concluded that our Company’s disclosure controls and procedures, including the accumulation and communication of disclosures to the Company’s Chief Executive Officer as appropriate to allow timely decisions regarding required disclosure, were not ~~effective~~have assegregation of ~~this~~duties ~~date~~which ~~to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act~~ is ~~recorded,~~a ~~processed, summarized~~deficiency ~~and reported within the time periods specified by the SEC’s rules and forms. Based on this evaluation, we have concluded that there are material weaknesses~~ in our disclosure controls. ~~and~~We ~~procedures~~cannot ~~and~~address ~~they~~this ~~were~~deficiency ~~not~~unless the ~~effective~~Company ~~for~~hires ~~the~~additional ~~following reasons:~~staff.

~~Due to our relatively small size we do not have segregation of duties which is a deficiency in our disclosure controls. We are currently working on the resources to cure this deficiency.~~6

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Neither the Company nor its property is a party to any pending legal proceeding.

Item 1A. Risk Factors

Smaller reporting companies are not required to provide disclosure pursuant to this Item.

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

~~During the quarter ended September 30, 2014 the Company issued the following unregistered sales of its equity securities:~~None.

On July 22, 2014 the Company issued 250,000 shares of its common stock.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Name of Exhibit
31.1		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(1)
31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(1)
32.1		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)
101**		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 3031, ~~2013~~2015 formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Stockholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text. (2)

(1) Filed herewith

(1)	Filed herewith

(2)	Users of this data are advised that pursuant to Rule 406T of Regulation S-T, this XBRL information is being furnished and not filed herewith for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Sections 11 or 12 of the Securities Act of 1933, as amended, and is not to be incorporated by reference into any filing, or part of any registration statement or prospectus, of 3D Total Solutions Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

3D Total Solutions, Inc. Dated: December 24, 2014

	3D Total Solutions, Inc.


Dated: May 19, 2015
	By:	/s/ James Endee
		James Endee
		President, Chief Executive Officer, Director

By: /s/ James Endee James Endee

President, Chief Executive Officer, and Director

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ James Endee	CEO, President, Secretary, and Director	~~December~~May 2419, ~~2014~~2015
James Endee
/s/ David Hostelley	CFO, and Treasurer	December 24, 2014
/s/ Lawrence Dobroff	CFO, and Treasurer	May 19, 2015
David Hostelley
Lawrence Dobroff

Filing Compare · 3D Total Solutions Inc.