UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~January~~April 3130, 2015

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NUMBER 000-54552

NEW YORK SUB COMPANY

(Exact Name of small business issuer as specified in its charter)

Nevada		98-0671108
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

~~6365~~580 NWCranes ~~6th~~ Way, ~~Suite~~Unit ~~160~~256, FtAltamonte ~~Lauderdale~~Springs, FLFlorida ~~33309~~32701

(Address of principal executive offices) (Zip Code)

Issuer’s telephone Number: (~~800~~315) ~~431~~777-~~5654~~1515

~~N/A~~6365 NW 6th Way, Suite 160, Ft. Lauderdale, Florida 33309 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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). 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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o		Smaller reporting company x
(Do not check if a 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 x No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. ~~220~~25,660,000 common shares issued and outstanding as of ~~March~~June 1618, 2015.

Table of Contents

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Condensed Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1314
Item 4.	Controls and Procedures	1314
	PART II
Item 1.	Legal Proceedings	1415
Item 1A.	Risk Factors	1415
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1415
Item 3.	Defaults Upon Senior Securities	1415
Item 4.	Mine Safety Disclosures	1415
Item 5.	Other Information	1415
Item 6.	Exhibits	1415
	SIGNATURES	1516

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS.

EXPLANATORY NOTE REGARDING FINANCIAL STATEMENTS

On April 10, 2015 we entered into a Share Exchange Agreement among Focus Franchising, Inc. (“Focus Franchising”) and its sole shareholder pursuant to which, on May 19, 2015, we acquired 100% of the issued and outstanding securities of Focus Franchising. Upon closing of the transaction, Focus Franchising became our wholly owned subsidiary and we adopted its business and operations. The financial statements included in this Quarterly Report on Form 10-Q for the period ended April 30, 2015 reflect our business, operations, and financial condition as they were prior to our acquisition of, and financial consolidation with, Focus Franchising.

NEW YORK SUB COMPANY

(Formerly known as Easy Organic Cookery, Inc.)

~~CONDENSED~~ BALANCE SHEETS

	January 31,			July 31,
	April 30,			July 31,
	2015			2014
	(unaudited)
ASSETS
Current assets
Cash	$	-		$	-
Total current assets:		-			-
Total assets	$	-		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	11,368		$	3,213
Loans from related party		2243,~~342~~184			-
Total current liabilities		3354,~~710~~552			3,213
Total liabilities		3354,~~710~~552			3,213
Stockholders' deficit
Common stock, $0.001 par value, 1,500,000,000 shares authorized, 220,660,000 and 221,660,000 shares issued and outstanding as of January 31, 2015 and July 31, 2014, respectively		220,660			221,660
Common stock, $0.001 par value, 1,500,000,000 shares authorized, 220,660,000 and 221,660,000 shares issued and outstanding as of April 30, 2015 and July 31, 2014, respectively		220,660			221,660
Additional paid in capital		54,937			53,937
Common stock subscription		35,000			35,000
Accumulated deficit		(~~344~~365,~~307~~149	)		(313,810	)
Total stockholders' deficit		(3354,~~710~~552	)		(3,213	)
Total liabilities and stockholders' deficit	$	-		$	-

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

Table of Contents

NEW YORK SUB COMPANY

(Formerly known as Easy Organic Cookery, Inc.)

~~CONDENSED~~ STATEMENTS OF OPERATIONS

(unaudited)

	Three months ended January 31,						Six months ended January 31,
	Three months ended April 30,						Nine months ended April 30,
	2015			2014			2015			2014
Revenues	$	-		$	-		$	-		$	-
Operating expenses:
General and administrative		4,842			~~3,242~~762			611,~~497~~339			67,~~417~~179
Professional fees		9,500			1,~~750~~150			1727,~~500~~000			67,~~750~~900
Management fees, related party		6,500			30,000			613,~~500~~000			~~135~~165,000
Stock based compensation, related party		-			2,500			-			2527,~~000~~500
Total operating expenses		20,842			3734,~~492~~412			3051,~~497~~339			~~173~~207,~~167~~579
Operating loss		(20,842	)		(37,492	)		(30,497	)		(173,167	)
Net operating loss		(20,842	)		(34,412	)		(51,339	)		(207,579	)
Provision for income taxes		-			-			-			-
Other income (expense)		-			-			-			-
NET LOSS	$	(20,842	)	$	(3734,~~492~~412	)	$	(3051,~~497~~339	)	$	(~~173~~207,~~167~~579	)
Net loss per common share, basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding-basic		~~221~~220,~~116~~600,~~522~~000			220,660,000			221,~~388~~150,~~261~~842			220,660,000

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

Table of Contents

NEW YORK SUB COMPANY

(Formerly known as Easy Organic Cookery, Inc.)

~~CONDENSED~~ STATEMENTS OF CASH FLOWS

(unaudited)

	Six months ended January 31,
	Nine months ended April 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3051,~~497~~339	)	$	(~~173~~207,~~167~~579	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		-			2527,~~000~~500
Increase in accounts payable and accrued expenses		8,155			1,311
Increase (decrease) in accounts payable and accrued expenses		8,155			1,035
Increase in accounts payable, related party		-			~~135~~165,000
Net cash used in operating activities		(2243,~~342~~184	)		(1114,~~856~~044	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft					2
Proceeds from loans from related party		43,184			13,871
Proceeds from loans from related party		22,342			11,639
Net cash provided by financing activities		43,184			13,871
Net cash provided by financing activities		22,342			11,641
Net decrease in cash		-			(173	)
Net increase in cash		-			(215	)
Cash, beginning of the period		-			215
Cash, end of period	$	-		$	-42
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

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

Table of Contents

NEW YORK SUB COMPANY

(Formerly known as Easy Organic Cookery, Inc.)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

~~JANUARY~~APRIL 3130, 2015

(unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed financial statements follows:

BASIS OF PRESENTATION

New York Sub Company (the "Company," "we," "our," "us"), formerly known as Easy Organic Cookery, Inc., was incorporated in the State of Nevada on July 6, 2010 for the purpose of offering free organic recipes, easy and fast to prepare and also to provide services to deliver the right ingredients, appliances and complete organic food programs for those who want a healthier eco-friendly lifestyle every day.

On November 26, 2014, effective December 3, 2014, the Company changed its name from Easy Organic Cookery, Inc. to New York Sub Company. In addition, the Company’s quotation symbol on the Over-the-Counter Bulletin Board was changed from ECOO.OB to NSUB.OB.

INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three and ~~six~~nine months ended ~~January~~April 3130, 2015 are not necessarily indicative of the operating results that may be expected for the year ended July 31, 2015. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended July 31, 2014 included in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission ("SEC") on November 13, 2014.

GOING CONCERN

The Company's unaudited condensed financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of ($3354,~~710~~552), an accumulated deficit of ($~~344~~365,~~307~~149) and net loss from operations for the ~~six~~nine months ended ~~January~~April 3130, 2015 of ($3051,~~497~~339). The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing shares. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

The unaudited condensed financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents held at January 31, 2015 or July 31, 2014.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At January 31, 2015 and July 31, 2014, the balance did not exceed the federally insured limit.

Table of Contents

NEW YORK SUB COMPANY

(Formerly known as Easy Organic Cookery, Inc.)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

~~JANUARY~~APRIL 3130, 2015

(unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents held at April 30, 2015 or July 31, 2014.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At April 30, 2015 and July 31, 2014, the balance did not exceed the federally insured limit.

USE OF ESTIMATES AND ASSUMPTIONS

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~January~~April 3130, 2015 and July 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Level 1: The preferred inputs to valuation efforts are "quoted prices in active markets for identical assets or liabilities," with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as "unobservable," and limits their use by saying they "shall be used to measure fair value to the extent that observable inputs are not available." This category allows "for situations in which there is little, if any, market activity for the asset or liability at the measurement date". Earlier in the standard, FASB explains that "observable inputs" are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

NET LOSS PER SHARE

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

RECLASSIFICATION

Certain reclassifications have been made to the prior years’ data to conform to the current year presentation. These reclassifications had no effect on reported income (losses).

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers," which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 requires an entity to recognize revenue depicting the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will also result in enhanced revenue related disclosures. ASU 2014-09 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2016. The Company has not yet determined the impact of ASU 2014-09 on its results of operations, financial condition, or cash flows.

Table of Contents

NEW YORK SUB COMPANY

(Formerly known as Easy Organic Cookery, Inc.)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

~~JANUARY~~APRIL 3130, 2015

(unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

InRECENT ~~April~~ACCOUNTING 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. ASU 2014-08 also expands the disclosure requirements for discontinued operations and adds new disclosures for individually significant dispositions that do not qualify as discontinued operations. ASU 2014-08 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014. The impact of ASU 2014-08 is dependent upon the nature of dispositions, if any, after adoption.PRONOUNCEMENTS

InThere ~~July~~are ~~2014,~~various ~~the~~updates ~~Company~~recently ~~adopted ASU 2013-11~~issued, ~~“Presentation~~most of anwhich ~~Unrecognized~~represented ~~Tax~~technical ~~Benefit~~corrections ~~When~~to athe ~~Net~~accounting ~~Operating~~literature ~~Loss Carryforward, a Similar Tax Loss,~~ or aapplication ~~Tax~~to ~~Credit~~specific ~~Carryforward~~industries ~~Exists.”~~and ~~ASU~~are ~~2013-11~~not ~~requires~~expected ~~netting~~to ~~of unrecognized tax benefits against~~ a ~~deferred tax asset for a loss or other carryforward that would apply in settlement of the uncertain tax position. The adoption of ASU 2013-11 did not~~ have a material impact on the Company's ~~results~~consolidated offinancial ~~operations~~position, ~~financial~~results ~~condition,~~of operations or cash flows.

On June 19, 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide a Performance Target Could Be Achieved After the Requisite Service Period. The update is intended to resolve the diverse accounting treatment of these types of awards in practice. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in "Compensation - Stock Compensation (Topic 718)" as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved, and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The ASU is effective for interim and annual reporting periods that begin after December 15, 2015. The Company does not expect the adoption of this pronouncement to have an impact on our financial statements as this guidance mirrors our existing policy for such share-based awards.

The Company does not believe that any other recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

NOTE 2 - STOCKHOLDERS' DEFICIT

On November 10, 2014, effective December 3, 2014, the Company filed amended and restated Articles of Incorporation increasing the number of authorized shares of common stock, $0.001 par value to 1,500,000,000.

In addition, the Company effected a 1-for-20 forward stock split of its issued and outstanding shares of common stock, $0.001 par value, whereby 11,083,000 outstanding shares of the Company’s common stock were exchanged for 221,660,000 shares of the Company's common stock. All per share amounts and number of shares in the unaudited condensed financial statements and related notes have been retroactively restated to reflect the forward stock split resulting in the reclassification of the Company’s stockholders’ equity which included an increase in the carrying value of common stock by $210,577 and a decrease in additional paid in capital by $210,577 at July 31, 2013.

On December 12, 2014, the Company canceled 1,000,000 shares of its common stock previously issued for services rendered.

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company's officers have loaned funds to the Company for working capital purposes. The loans are unsecured, payable on demand and non-interest bearing. As of ~~January~~April 3130, 2015 and July 31, 2014, there were $2243,~~342~~184 and $-0- in loans outstanding, respectively.

NOTE 4 – SUBSEQUENT EVENTS

Reverse Acquisition

On April 10, 2015 the Company entered into a Share Exchange Agreement among Focus Franchising, Inc. (“Focus Franchising”) and its sole shareholder pursuant to which the Company agreed, subject to satisfaction of certain closing conditions, to acquire 100% of the issued and outstanding securities of Focus Franchising by issuing to its sole shareholder 15,000,000 common shares in the capital stock of our company. Focus Franchising is a Florida corporation and the franchisor of full-service sandwich shops that offer submarine sandwiches, chili, soups, salads, beverages and other food products and services. The Company first announced the Share Exchange Agreement in our current report on Form 8-K filed on April 10, 2015.

On May 19, 2015 the Company closed the transaction pursuant to the Share Exchange Agreement by issuing 15,000,000 restricted common shares of our Company to the shareholder of Focus Franchising in reliance on the exemptions from registration set out Rule 506 under Regulation D and/or Section 4(2) of the Securities Act of 1933. The Company concurrently cancelled 210,000,000 of our previously issued and outstanding shares. The 15,000,000 common shares constitute approximately 58% of our issued and outstanding securities as at May 19, 2015. As a result of the closing, Focus Franchising has become the Company’s wholly owned subsidiary.

As a result of the cancellation of 210,000,000 of our common shares and issuance of 15,000,000 common shares pursuant to the share exchange agreement and share cancellation described in above, Focus Acquisitions, LLC acquired voting and dispositive control over approximately 58% (15,000,000 common shares) of the issued and outstanding voting securities. There are no arrangements or understandings among any of our shareholders known to our company with respect to the election of directors and other matters. The Company does not currently have any other arrangements which if consummated may result in a change of control of our company.

Table of Contents

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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean New York Sub Company, unless otherwise indicated. We have no subsidiaries as of April 30, 2015 (see below).

~~General~~Our ~~Overview~~Corporate History and Background

Our company was incorporated in the State of Nevada as a for-profit company on July 6, 2010 under the name Easy Organic Cookery, Inc. and established a fiscal year end of July 31. Our initial business plan was to develop a website to provide cooking and nutrition resources and related services. We were unable to execute our initial business plan due to unfavorable economic conditions and to our inability to raise significant capital through equity financing. As a result our management has since engaged in the evaluation of alternative strategies to preserve the investment of our shareholders in our common shares and to ensure our continuation as a going concern. These strategies have included sourcing additional forms of financing, and seeking opportunities for the development of our business through acquisition, joint venture, or business combination, among others.

On September 21, 2012, our founding officer and director, Toshiko Iwamoto Kato, resigned as our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and sole Director. Anthony Gallo was concurrently appointed as our President and Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and sole Director.

Effective July 15, 2014, Anthony Gallo resigned as president, chief executive officer, chief financial officer, treasurer, secretary and director of our company. Daniel R. Patterson was concurrently appointed as president, chief executive officer, chief financial officer, treasurer, secretary and director of our company.

On November 10, 2014, our board of directors approved an agreement and plan of merger to merge with our wholly-owned subsidiary New York Sub Company, a Nevada corporation, to effect a name change from Easy Organic Cookery, Inc. to New York Sub Company. New York Sub Company was formed solely for the change of name.

Articles of Merger to effect the merger and change of name were filed with the Nevada Secretary of State on November 26, 2014, with an effective date of December 3, 2014.

Also on November 10, 2014, our board of directors approved a forward stock split of our authorized and issued and outstanding shares of common stock on a one (1) old for 20 new basis, such that our authorized capital increased from 75,000,000 shares of common stock to 1,500,000,000 shares of common stock and, correspondingly, our then issued and outstanding increased from 11,083,000 shares of common stock to 221,660,000 shares of common stock, all with a par value of $0.001.

A Certificate of Change for the forward stock split was filed with the Nevada Secretary of State on November 26, 2014, with an effective date of December 3, 2014.

These amendments were reviewed by the Financial Industry Regulatory Authority (“FINRA”) and were approved for filing with an effective date of December 3, 2014. The forward split and name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on December 3, 2014. Our trading symbol was changed to “NSUB”. Our CUSIP number is 650057 102.

Due to economic conditions and the limited amount of funding raised in our offering of shares, our company has been unable to attain any level of success. In order to maximize shareholder value there was a change of management and we are now considering available options for future growth.

Table of Contents

~~Our~~These ~~management~~amendments ~~has~~were ~~been~~reviewed ~~analyzing~~by ~~various~~the ~~alternatives~~Financial ~~available~~Industry toRegulatory ~~our~~Authority ~~company~~(“FINRA”) toand ~~ensure~~were ~~our~~approved ~~survival~~for ~~and~~filing towith ~~preserve~~an ~~our~~effective ~~shareholder's~~date ~~investment~~of inDecember ~~our~~3, ~~common shares~~2014. The ~~This~~forward ~~analysis~~split ~~has~~and ~~included~~name ~~sourcing~~change ~~additional~~became ~~forms~~effective with the Over-the-Counter Bulletin Board at the opening of ~~financing~~trading ~~and~~on ~~looking~~December ~~for~~3, ~~other~~2014. ~~opportunities~~Our ~~including~~trading ~~business~~symbol ~~combinations~~was changed to “NSUB”. Our CUSIP number is 650057 102.

InOn ~~implementing~~April ~~a structure for a particular business combination or opportunity~~10, 2015 we ~~may~~entered ~~become~~into a ~~party~~Share toExchange aAgreement ~~merger,~~among ~~consolidation,~~Focus ~~reorganization~~Franchising, ~~joint~~Inc. ~~venture,~~(“Focus orFranchising”) ~~licensing~~and ~~agreement~~its ~~with~~sole ~~another~~shareholder ~~corporation~~pursuant orto ~~entity.~~which, Weon ~~may~~May ~~also~~19, ~~acquire~~2015, ~~stock~~we oracquired ~~assets~~100% of anthe ~~existing~~issued ~~business.~~and Atoutstanding ~~this~~securities ~~stage,~~of weFocus ~~can~~Franchising ~~provide~~by noissuing ~~assurance~~to ~~that~~its wesole ~~will~~shareholder be15,000,000 ~~able~~common toshares ~~raise~~in ~~funding~~the tocapital ~~continue~~stock of our ~~business~~company. Focus asFranchising is ora ~~locate~~Florida ~~compatible~~corporation ~~business~~and ~~opportunities,~~the ~~what~~franchisor ~~additional~~of ~~financing~~full-service wesandwich ~~will~~shops ~~require~~that tooffer ~~complete~~submarine asandwiches, ~~combination~~chili, ~~with~~soups, ~~another~~salads, ~~business~~beverages ~~opportunity~~and orother ~~whether~~food ~~the~~products ~~opportunity's~~and ~~operations will be profitable~~services.

~~Historically,~~Upon weclosing ~~have been able to raise a limited amount~~ of ~~capital~~the ~~through sales of our equity stock~~transaction, ~~but~~Focus weFranchising ~~are~~became ~~uncertain about~~ our ~~continued~~wholly ~~ability~~owned tosubsidiary ~~raise~~and ~~funds~~we byadopted ~~sales~~its ~~of our stock. We currently are negotiating to acquire a~~ business ~~but as of the date of filing, has not been consummated. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities~~ and ~~Exchange Commission~~operations.

IfAbout weFocus ~~are unable to secure adequate capital to continue our business or alternatively~~Franchising, ~~complete a combination or acquisition, our shareholders will lose some or all of their investment and our business will likely fail~~Inc.

~~Results~~Focus Franchising, Inc. was incorporated in the State of ~~Operations~~Florida on March 21, 2013. We do business under the name “Jreck Subs" and “Jreck Subs Shops". Its principal business address is 531 Washington Street, Suite 4124, Watertown, New York 13601. We are a franchisor of fast and casual restaurants that operate under the “Jreck Subs” name. Jreck Subs Shops offer high quality and reasonably priced, hot and cold sandwiches, homemade quality soups and innovative hot and cold side orders in forty-three locations across New York State. We compete with other submarine sandwich shops, delicatessen-style restaurants, bakeries, fast food restaurants, convenience stores, full service restaurants and grocery and specialty stores that offer sandwiches and similar items.

~~The~~Focus ~~following~~Franchising ~~summary~~owns all of ~~our~~the ~~results~~rights, oftitle ~~operations~~and ~~should~~interest bein ~~read~~and into ~~conjunction~~the ~~with~~Jreck ~~our~~Subs’ ~~unaudited~~brand, ~~interim~~intellectual ~~financial~~property, ~~statements~~franchise agreements, trade dress and trade secrets. Collectively, these assets constitute a proprietary system, known as the “Jreck Subs System”, for developing, opening and operating businesses specializing in the ~~quarter~~offer ~~ended~~and ~~January~~sale 31of submarine sandwiches and a variety of food products and related services. The Jreck Subs System is the result of extensive expertise, ~~2015~~research, development, and refinement, which ~~are~~began ~~included~~in ~~herein~~1974. The founders of the original business started preparing submarine style sandwiches and incorporated Jreck Subs, Inc., our predecessor company, in 1974.

~~Our~~The ~~operating~~Jreck ~~results~~Subs System includes (without limitation) systems and techniques for the ~~three~~operation ~~and~~of ~~six~~a ~~month~~retail ~~periods~~food ~~ended~~service ~~January~~business; 31food and beverage preparation, ~~2015~~service and ~~2014~~storage; procedures; recipes and ~~the~~ingredients; ~~changes~~menus; ~~between~~portion ~~those~~sizes; ~~periods~~methods and techniques for ~~the~~offering ~~respective~~and ~~items~~selling ~~are~~food ~~summarized~~and asbeverage ~~follows:~~products; special techniques for packaging, display, merchandising and marketing of food and non-food products; operating procedures for sanitation and maintenance; distinctive exterior and interior design, decor, color scheme and furnishings; marketing methods; market research; management assistance; operations and administrative systems; promotional programs; advertising; training programs; business and reporting forms; bookkeeping and accounting materials and techniques; management and control systems; office procedures; staffing procedures; standards of interior and exterior design and decor; integrated use of computer software and hardware; equipment specifications; and, in general, a style, system and technique of business operation and procedure developed through our business experience. We continue to expend time, skill and money to investigate new or substitute procedures, systems, services, products, programs and activities and, if we consider it desirable, to develop and integrate them into the Jreck Subs System.

	Three Month Period Ended January 31, 2015			Three Month Period Ended January 31, 2014			Six Month Period Ended January 31, 2015			Six Month Period Ended January 31, 2014
General and administrative	$	4,842		$	3,242		$	6,497		$	6,417
Professional fees	$	9,500		$	1,750		$	17,500		$	6,750
Management fees, related party	$	6,500		$	30,000		$	6,500		$	135,000
Stock based compensation, related party	$	-		$	2,500		$	-		$	25,000
Net loss	$	(20,842	)	$	(37,492	)	$	(30,497	)	$	(173,167	)

All the material assets of Focus Franchising, Inc. (including all trademarks and the rights to receive future royalties) serve as collateral for certain debt obligations of its former parent company, Focus Acquisitions, LLC. Those debt obligations total approximately $1,100,000 as at April 30, 2015 and as at the date of this report. . The debt obligations are documented by a Modified (Secured Promissory Note) dated February 7, 2014 which is due and payable on demand.

WeOperational ~~are~~Model ~~still~~and ~~have~~Revenue ~~not generated revenues to date.~~Structure

We ~~incurred~~derive ~~operating~~revenues ~~expenses~~from offranchising ~~$20~~fees,~~842~~ ~~and~~royalty ~~$37,492 for the three month periods ended January 31, 2015~~ and ~~2014,~~services ~~respectively. The decrease of 16,650 in operating expenses for the three month periods ended January 31, 2015 was primarily due to reduction in management~~ fees ~~and stock based compensation. Our net losses were $20~~,~~842~~ and ~~$37,492~~advertising ~~for the three month periods ended January 31, 2015 and 2014, respectively~~fees.

WeCurrently, ~~incurred~~franchisees ~~operating~~pay ~~expenses~~an Initial Franchise Fee of $30,~~497~~000 for their first Jreck Subs Shop franchise, and $~~173~~15,~~167~~000 for ~~the~~their ~~six~~second ~~month~~and ~~periods~~each ~~ended~~additional ~~January~~Jreck ~~31,~~Subs ~~2015~~Shop ~~and~~franchise. ~~2014,~~Our ~~respectively.~~franchisees ~~The~~pay ~~decrease~~a ofroyalty ~~142,670~~and inservices ~~operating~~fees ~~expenses~~equal ~~for~~to ~~the~~6% ~~six~~of ~~month~~their ~~periods~~net ~~ended~~sales ~~January~~and ~~31,~~an ~~2015~~advertising ~~was~~fee ~~primarily~~of ~~due~~equal to ~~reduction~~2% inof ~~management~~net ~~fees~~sales. Fees ~~and~~are ~~stock~~payable ~~based~~weekly ~~compensation~~in arrears. ~~Our~~We ~~net~~allocate ~~losses~~a ~~are~~percentage ~~$30,497~~of ~~and~~advertising ~~$173,167~~fees ~~for~~to one or more regional advertising cooperatives and the ~~six~~remainder ~~month~~to ~~periods~~our ~~ended~~advertising. ~~January~~We ~~31,~~may ~~2015~~change ~~and~~this ~~2014,~~allocation ~~respectively~~periodically.

~~These~~We ~~expenses~~also ~~for~~derives ~~the~~revenues ~~three~~from a range of goods and ~~six~~support ~~month~~services ~~periods~~provided ~~ended~~to ~~January~~our ~~31,~~franchisees ~~2015~~both prior to and ~~2014~~after ~~consisted~~opening ofincluding ~~general~~site ~~operating~~selection ~~expenses~~and ~~incurred~~research inassistance, ~~connection~~employee ~~with~~and ~~the~~shop ~~day~~manager totraining, ~~day~~annual ~~operation~~conference ofor ~~our~~convention ~~business~~fees, and ~~the~~product ~~preparation~~supply fees, including food, food service, and ~~filing~~advertising ofproducts ~~our~~purchase ~~periodic~~by ~~reports~~us and supplied to our franchisees.

Table of Contents

Our Franchises and Franchise Development

At both September 30, 2014 and 2013, there were 38 franchised Jreck Subs restaurants, all of which are located in New York State. As at the date of this report there are 43 franchised Jreck Subs restaurants in New York State.

Growth in franchise operations occurs through the opening of new Jreck restaurants by new and existing franchisees. We currently employ a team of 6 experienced franchise professionals, who oversee both franchise development and franchise operations. We seek to locate our franchises in smaller cities and suburban areas where they fill a significant market niche.

We intend to significantly increase our presence in the New York State market from 43 to 114 stores over the next five years. Our expansion efforts will be focused around the Finger Lakes, and the Southern corridor of New York including Ithaca, Cortland and Binghamton and the Rochester, New York market. As at the date of this report, there are no definitive arrangements for the addition of new franchises.

We will also seek to enter select regions outside of New York State by entering into multi-unit franchise development companies rather than seeding company owned stores. To that end, we have targeted the states of Florida, Tennessee, Louisiana, various New England states, and Canada as desirable regions for expansion, and have Jreck Subs has established relationships with well-funded franchise operators in each of these areas. However, as at the date of this current report, we have not entered into any definitive agreements with any such franchise operators.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the quarter ended April 30, 2015 which are included herein. On April 10, 2015 we entered into a Share Exchange Agreement among Focus Franchising, Inc. (“Focus Franchising”) and its sole shareholder pursuant to which, on May 19, 2015, we acquired 100% of the issued and outstanding securities of Focus Franchising. Upon closing of the transaction, Focus Franchising became our wholly owned subsidiary and we adopted its business and operations. The results of operations described below reflect our business, operations, and financial condition as they were prior to our acquisition of, and financial consolidation with, Focus Franchising.

Our operating results for the three and nine month periods ended April 30, 2015 and 2014 and the changes between those periods for the respective items are summarized as follows:

	Three Month Period Ended April 30, 2015			Three Month Period Ended April 30, 2014			Nine Month Period Ended April 30, 2015			Nine Month Period Ended April 30, 2014
General and administrative	$	4,842		$	762		$	11,339		$	7,179
Professional fees	$	9,500		$	1,150		$	27,000		$	7,900
Management fees, related party	$	6,500		$	30,000		$	13,000		$	165,000
Stock based compensation, related party	$	-		$	2,500		$	-		$	27,500
Net loss	$	(20,842	)	$	(34,412	)	$	(51,339	)	$	(207,579	)

As at April 30, 2015, prior to our acquisition of Focus Franchising, we had not generated any revenues.

We incurred operating expenses of $20,842 and $34,412 for the three month periods ended April 30, 2015 and 2014, respectively. The decrease of 13,570 in operating expenses for the three month periods ended April 30, 2015 was primarily due to reduction in management fees and stock based compensation. Our net losses were $20,842 and $34,412 for the three month periods ended April 30, 2015 and 2014, respectively.

We incurred operating expenses of $51,339 and $207,579 for the nine month periods ended April 30, 2015 and 2014, respectively. The decrease of $156,240 in operating expenses for the nine month periods ended April 30, 2015 was primarily due to reduction in management fees and stock based compensation. Our net losses are $51,339 and $207,579 for the nine month periods ended April 30, 2015 and 2014, respectively.

These expenses for the three and nine month periods ended April 30, 2015 and 2014 consisted of general operating expenses incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports.

Table of Contents

Liquidity and Financial Condition

Working Capital

	At January 31, 2015 ($)			At July 31, 2014 ($)
	At April 30, 2015 ($)			At July 31, 2014 ($)
Current Assets	$	Nil		$	Nil
Current Liabilities	$	3354,~~710~~552		$	3,213
Working Capital (Deficit)	$	(3354,~~710~~552	)	$	(3,213	)

Cash Flows

	Six Month Period Ended January 31, 2015 ($)			Six Month Period Ended January 31, 2014 ($)
	Nine Month Period Ended April 30, 2015 ($)			Nine Month Period Ended April 30, 2014 ($)
Cash Flows used in Operating Activities	$	(2243,~~342~~184	)	$	(1114,~~856~~044	)
Cash Flows used in Investing Activities	$	Nil		$	Nil
Cash Flows provided by Financing Activities	$	2243,~~342~~184		$	1113,~~641~~871
Net Increase (Decrease) in Cash During Period	$	Nil		$	(~~215~~173	)

As of ~~January~~April 3130, 2015, our total assets were $Nil and our total liabilities were $3354,~~710~~552 and we had a working capital deficit of $3354,~~710~~552. Our unaudited interim financial statements report a net loss of $3051,~~497~~339 for the ~~six~~nine months ended ~~January~~April 3130, 2015 compared to a net loss of $~~173~~207,~~167~~579 for the same period in 2014.

Our cash balance at ~~January~~April 3130, 2015 was $Nil compared with $Nil in cash as of July 31, 2014. As of ~~January~~April 3130, 2015, we had $3354,~~710~~552 in outstanding liabilities, consisting of accounts payable and accrued liabilities of $11,368 and loans from related parties of $2243,~~342~~184.

Cash flows used in operating activities during the ~~six~~nine month period ended ~~January~~April 3130, 2015 was $2243,~~342~~184 compared with $1114,~~856~~044 used in operating activities during the ~~six~~nine month period ended ~~January~~April 3130, ~~2015~~2014.

Cash flows provided by investing activities were $Nil for the ~~six~~nine month periods ended ~~January~~April 3130, 2015 and 2014.

Cash flows provided by financing activities during the ~~six~~nine month period ended ~~January~~April 3130, 2015 was $2243,~~342~~184 compared with $1113,~~641~~871 provided by financing activities during the ~~six~~nine month period ended ~~January~~April 3130, 2014. For the ~~six~~nine months ended ~~January~~April 3130, 2015, cash flows provided by financing activities were primarily provided by related party loans.

Plan of Operation

Due to economic conditions and the limited amount of funding raised in our offering of shares, our company has been unable to attain any ~~level~~significant ~~of success~~growth. In order to maximize shareholder value ~~there~~on ~~was~~May 19, 2015, we acquired Focus Franchising as a ~~change~~wholly ofowned ~~management~~subsidiary and weadopted ~~are~~its ~~now~~business ~~considering~~and ~~available~~operations. Focus ~~options~~Franchising ~~for~~is ~~future~~a ~~growth~~Florida corporation and the franchisor of Jreck Sub Shops, full-service sandwich shops that offer submarine sandwiches, chili, soups, salads, beverages and other food products and services.

Our ~~management~~plan ~~has~~of ~~been~~operation ~~analyzing~~is ~~various~~to ~~alternatives~~support ~~available~~and todevelop ~~our~~existing ~~company~~Jreck Sub Shop franchises, and to ~~ensure~~expand our ~~survival~~franchise operations through the opening of new Jreck restaurants by new and existing franchisees. In that regard we intend to ~~preserve~~significantly increase our ~~shareholder's~~presence ~~investment~~ in ~~our~~the ~~common~~New ~~shares~~York State market from 43 to 114 stores over the next five years. We ~~This~~will ~~analysis~~also ~~has~~seek ~~included~~to ~~sourcing~~enter ~~additional~~select ~~forms~~regions outside of ~~financing~~New ~~and~~York ~~looking~~State by entering into multi-unit franchise development companies rather than seeding company owned stores. As at the date of this report, there are no definitive arrangements for ~~other~~the ~~opportunities~~addition ~~including~~of ~~business~~new ~~combinations~~franchises.

InWe ~~implementing~~continue ato ~~structure~~be ~~for~~dependent aon ~~particular~~the ~~business~~proceeds ~~combination~~of orequity ~~opportunity,~~and wenon-equity ~~may~~financing ~~become a party~~ to afund ~~merger,~~our ~~consolidation,~~operations. ~~reorganization,~~No ~~joint~~assurances ~~venture,~~can orbe ~~licensing~~given ~~agreement~~that ~~with~~our ~~another~~actual ~~corporation~~cash orrequirements ~~entity.~~will Wefall ~~may~~within ~~also~~our ~~acquire~~budget, ~~stock~~that oranticipated ~~assets~~revenues ofwill anbe ~~existing~~realized ~~business.~~when Atneeded ~~this~~or ~~stage,~~that wefinancing ~~can~~will ~~provide~~be noavailable ~~assurance~~to ~~that~~us wewhen ~~will~~required. As beat ~~able~~the todate ~~raise~~of ~~funding~~this toreport, ~~continue~~we ~~our~~have ~~business~~nominal ascash ison orhand ~~locate~~and ~~compatible~~do ~~business~~not ~~opportunities,~~have ~~what~~sufficient ~~additional~~working ~~financing~~capital weto ~~will~~enable ~~require~~us to ~~complete~~carry aout ~~combination~~our ~~with~~stated ~~another~~plan ~~business~~of ~~opportunity~~operation orfor ~~whether~~ the ~~opportunity's~~next ~~operations~~twelve ~~will be profitable~~months.

1112

Table of Contents

~~Historically,~~Cash we have been able to raise a limited amount of capital through sales of our equity stock, but we are uncertain about our continued ability to raise funds by sales of our stock. We have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.Requirements

IfOver wethe ~~are~~next ~~unable~~12 tomonths ~~secure~~we ~~adequate~~intend ~~capital~~ to ~~continue~~carry ~~our~~on business oras ~~alternatively,~~a ~~complete~~franchisor aof ~~combination~~full-service orsandwich ~~acquisition,~~shops through our ~~shareholders~~wholly ~~will~~owned ~~lose~~subsidiary. ~~some~~We oranticipate ~~all~~that ofwe ~~their~~will ~~investment~~incur ~~and~~the ~~our~~following ~~business~~operating ~~will~~expenses ~~likely~~during ~~fail.~~this period:

~~Anticipated~~Estimated ~~Cash~~Funding ~~Requirements~~Required During the Next 12 Months

We estimate that our expenses over the next 12 months (beginning February 2015) will be approximately $105,000 as described in the table below. These estimates may change significantly depending on the performance of our products in the marketplace and our ability to raise capital from shareholders or other sources.

Expense	Amount ($)
Payroll and benefits	$	200,000
General and administrative		150,000
Travel and entertainment		100,000
Professional fees		200,000
Marketing and advertising		100,000
Depreciation		5,000
Total	$	755,000

Description	Estimated Expenses ($)
General and administrative expenses		9,000
Legal and accounting fees		60,000
Management fees, related party		26,000
Other		10,000
Total	$	105,000

We will require funds of approximately $755,000 over the next twelve months to execute our business plan. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. If we are unable to raise sufficient funds, we intend to prioritize essential operations, and eliminate non-essential expenses by scaling costs related to our planned franchise expansion efforts. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may not generate significant net income or continue to profitable.

WePurchase ~~intend to meet our cash requirements for the next 12 months through a combination~~ of ~~debt~~Significant financing and equity financing by way of private placements. We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any private placement financings on terms that will be acceptable to us. We may not raise sufficient funds to fully carry out our business plan.Equipment

We do not anticipate the purchase or sale of any plant or significant equipment during the next 12 months.

Going Concern

The unaudited interim financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of the ~~six~~nine months ended ~~January~~April 3130, 2015, our company had a net loss of $3051,~~497~~339. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. These unaudited interim condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern.

Off Balance Sheet Arrangements

~~Our~~We ~~company~~do isnot ~~dependent~~have ~~upon~~any ~~the~~off ~~sale~~balance ofsheet ~~our~~arrangements ~~common~~that ~~shares~~have toor ~~obtain~~are ~~the~~reasonably ~~funding~~likely ~~necessary~~ to ~~carry~~have ~~out~~a ~~our~~current ~~business~~or ~~plan.~~future ~~Our~~effect ~~president,~~on ~~Dan Patterson, has undertaken to provide~~ our ~~company~~financial ~~with~~condition, ~~operating~~changes ~~capital~~in tofinancial ~~sustain our business over the next twelve month period~~condition, asrevenues ~~the~~or expenses ~~are incurred~~, inresults ~~the form~~ of ~~a non-secured loan. However~~operations, ~~there~~liquidity isor nocapital ~~contract~~expenditures ~~in place~~ or ~~written~~capital ~~agreement~~resources ~~securing this undertaking. Investors should be aware~~ that ~~Dan Patterson's proposed undertaking~~ is ~~neither~~material ato ~~contract~~an ~~nor~~investor ~~agreement~~in ~~between him and~~ our ~~company~~securities.

Other than the undertaking described above, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Table of Contents

Critical Accounting Policies

Use of Estimates and Assumptions

Table of Contents

Stock-Based Compensation

We measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by us in the same expense classifications in the condensed consolidated statements of operations, as if such amounts were paid in cash.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “small reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report due to the material weaknesses in our internal controls over financial reporting identified in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on November 13, 2014.

Changes in Internal Control over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1314

Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “small reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mining Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Document Description
(3)	(i) Articles of Incorporation; (ii) By-laws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2010)
3.2	Certificate of Correction (incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2010)
3.3	Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2010)
3.4	Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on December 9, 2014)
3.5	Certificate of Change (incorporated by reference to our Current Report on Form 8-K filed on December 9, 2014)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
3.6	Entry into a Material Definitive Agreement (incorporated by reference to our Current Report on Form 8-K filed on April 10, 2015)
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
3.7	Completion of Acquisition of Assets (incorporated by reference to our Current Report on Form 8-K filed on May 26, 2015
(32)	Section 1350 Certifications
32.1*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

1415

Table of Contents

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.

	NEW YORK SUB COMPANY
Date: March 16, 2015	/s/ Daniel R. Patterson
Date: June 19, 2015	/s/ Daniel R. Patterson
	Daniel R. Patterson
	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

1516

Filing Compare · New York Sub Co