U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended March 31, ~~2015~~2016

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

For the transition period from ______________ to ______________

Commission File Number 000-54895

Dutchess Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware		61-1693030
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

c/o Intuitive Venture Partners, LLC, 122 E 42nd Street, Suite 1616, New York, NY, 10168

(Address of principal executive offices)

(212) 661-8786

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

None.

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value per share

(Title of Class)

Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Check whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Check whether the registrant (1) has 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 ☒ No ☐

Check whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will be contained, to the best of registrant'’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Check 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	☐	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☒
(Do not check if a smaller reporting company.)

Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of March 31, ~~2015~~2016, there were no non-affiliate holders of common stock of the Company.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

As of June 22, ~~2015~~2016, there were 5,000,000 shares of common stock, par value $.0001, outstanding.

FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Dutchess Holdings Corp. (the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company'’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

PART I

Item 1. Description of Business.

Dutchess Holdings Corp. (“we”, “us”, “our” or the "“Company"”) was incorporated in the State of Delaware on August 29, 2012 and maintains its principal executive office at c/o Intuitive Venture Partners, LLC, 122 E 42nd Street, Suite 1616, New York, NY, 10168. Since inception, the Company has been engaged in organizational efforts and obtaining financing. The Company was formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. The Company filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on February 8, 2013, and since its effectiveness, the Company has focused on identifying a possible business combination.

On November 25, 2013, the Company entered into and closed a Securities Purchase Agreement (the “CAC Purchase Agreement”) with Cabinets Acquisition Corp., a Delaware corporation (“CAC”), whereby the Company sold 5,000,000 shares of the Company’s common stock to CAC for an aggregate purchase price of $60,000. Simultaneously with the entrance into the CAC Purchase Agreement, the Company entered into and closed a Repurchase Agreement (the “CAC Repurchase Agreement”) with its sole stockholder, NLBDIT 2010 Services, LLC, a Delaware limited liability company (“NLBDIT”), whereby NLBDIT sold and the Company repurchased 5,000,000 shares of the Company’s common stock for an aggregate purchase of $60,000 reduced by any existing liabilities.

On October 31, 2014, the Company entered into and closed a Securities Purchase Agreement (the “Purchase Agreement”) with Intuitive Venture Partners, LLC, a Delaware limited liability company (“Intuitive”), whereby the Company sold 5,000,000 shares of the Company’s common stock to Intuitive for an aggregate purchase price of $30,000. Simultaneously with the entrance into the Purchase Agreement, the Company entered into and closed a Repurchase Agreement (the “Repurchase Agreement”) with CAC, whereby CAC sold and the Company repurchased 5,000,000 shares of the Company’s common stock, representing the shares sold to Intuitive, for an aggregate purchase price of $60,000 consisting of (a) cash in an amount equal to $30,000, and (b) shares of the Company’s common stock equal to an aggregate value of $30,000 to be issued upon the completion of a merger, based upon the price of the Company’s shares of common stock sold or issued at the time of the merger. The liability of $30,000, for the shares of the Company’s common stock to be issued upon the completion of a merger, is included in accounts payable and accrued expenses.

The Company is currently considered to be a “blank check” company. The SEC defines those companies as "“any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies."” Many states have enacted statutes, rules and regulations limiting the sale of securities of "“blank check"” companies in their respective jurisdictions. The Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act as a company with no or nominal assets (other than cash) and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

The Company was organized as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The analysis of new business opportunities will be undertaken by or under the supervision of the officer and director of the Company. As of this date the Company has not entered into any definitive agreement with any party regarding business opportunities for the Company. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities in that it may seek a business combination target located in any industry or location. In its efforts to analyze potential acquisition targets, the Company will consider the following kinds of factors:

(a)

Potential for growth, indicated by new technology, anticipated market expansion or new products;

(b)

Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

(c)

Strength and diversity of management, either in place or scheduled for recruitment;

(d)

Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

(e)

The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;

(f)

The extent to which the business opportunity can be advanced; and

(g)

The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Company'’s limited capital available ~~for~~ for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired. In addition, we will be competing against other entities that possess greater financial, technical and managerial capabilities for ~~identifying~~ identifying and completing business combinations.

In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible given the lack of information which may be available regarding private companies, our limited personnel and financial resources and the inexperience of our management with respect to such activities. We expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, including but not limited to attorneys, accountants, consultants or other such professionals. At this time the Company has not specifically identified any third parties that it may engage to assist the Company with due diligence in identifying a business combination target. The costs associated with hiring third parties as required to complete a business combination may be significant and are difficult to determine as such costs may vary depending on a variety of factors, including the amount of time it takes to complete a business combination, the location of the target company, and the size and complexity of the business of the target company. Also, we do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses.

Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or others associated with the target business seeking our participation.

The time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. The amount of time it takes to complete a business combination, the location of the target company and the size and complexity of the business of the target company are all factors that determine the costs associated with completing a business combination transaction. The time and costs required to complete a business combination transaction can be ascertained once a business combination target has been identified. Any costs incurred with respect to evaluation of a prospective business combination that is not ultimately completed will result in a loss to us.

Competition

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. There are numerous “public shell” companies either actively or passively seeking operating businesses with which to merge in addition to a large number of “blank check” companies formed and capitalized specifically to acquire operating businesses. Additionally, we are subject to competition from other companies looking to expand their operations through the acquisition of a target business. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. Our ability to compete in acquiring certain sizable target businesses is limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business.

Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities with a business objective similar to ours to acquire a target business on favorable terms.

If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. Many of our target business’ competitors are likely to be significantly larger and have far greater financial and other resources than we will. Some of these competitors may be divisions or subsidiaries of large, diversified companies that have access to financial resources of their respective parent companies. Our target business may not be able to compete effectively with these companies or maintain them as customers while competing with them on other projects. In addition, it is likely that our target business will face significant competition from smaller companies that have specialized capabilities in similar areas. We cannot accurately predict how our target business’ competitive position may be affected by changing economic conditions, customer requirements or technical developments. We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively.

Form of Acquisition

The manner in which the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.

It is likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "“tax free"” reorganization ~~under~~ under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "“Code"”) depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take ~~advantage~~ advantage of these provisions rather than other "“tax free"” provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization.

The stockholders of the Company will likely not have control of a majority of the voting securities of the Company following a reorganization transaction. As part of such a transaction, all or a majority of the Company'’s directors may resign and one or more new ~~directors~~ directors may be appointed without any vote by stockholders.

In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders'’ meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

The Company intends to search for a target for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys. The approximate number of persons or entities that will be contacted is unknown and dependent on whether any opportunities are presented by the sources that we contact. We currently do not have any agreements or preliminary agreements or understandings between us and an entity that will assist the Company in identifying a business combination target for us.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. The costs that will be incurred are difficult to determine at this time as the costs are expected to be tied to the amount of time it takes to identify and complete a business combination transaction as well as the specific factors related to the business combination target that is chosen, including such factors as the location, size and complexity of the business of the target company. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred. The Company has not established a timeline with respect to the identification of a business combination target. We expect that the Company’s management will use its contacts and business relationships to identify a business combination target for the Company.

We presently have no employees. Our officer and director is engaged in outside business activities and is employed on a full-time basis by certain unaffiliated companies. Our officer and director will be dividing his time amongst these entities and anticipates that he will devote very limited time to our business until the acquisition of a successful business opportunity has been identified. The specific amount of time that management will devote to the Company may vary from week to week or even day to day, and therefore the specific amount of time that management will devote to the Company on a weekly basis cannot be ascertained with any level of certainty. In all cases, management intends to spend as much time as is necessary to exercise its fiduciary duties as officer and director of the Company and believes that it will be able to devote the time required to consummate a business combination transaction as necessary.

We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

Emerging Growth Company

The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote of shareholders on executive compensation and any golden parachute payments not previously approved.

The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We will remain an “emerging growth company” until the earliest of (1) the last day of the fiscal year during which our revenues exceed $1 billion, (2) the date on which we issue more than $1 billion in non-convertible debt in a three year period, (3) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement filed pursuant to the Securities Act of 1933, as amended, or (4) when the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter.

To the extent that we continue to qualify as a “smaller reporting company”, as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 1B. Unresolved Staff Comments.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 2. Description of Property.

The Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its management at no charge. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

Item 3. Legal Proceedings.

There are presently no pending legal proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.

Common Stock

Our Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $.0001 per share (the “Common Stock”). The Common Stock is not listed on a publicly-traded market. As of the date of this filing, there was one (1) holder of record of the Common Stock.

Preferred Stock

Our Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, par value $.0001 per share with designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors of the Company (the “Preferred Stock”). The Company has not yet issued any of its preferred stock.

Dividend Policy

The Company has not declared or paid any cash dividends on its common stock and does not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

Recent Sales of Unregistered Securities

On October 15, 2012, the Company issued an aggregate of 5,000,000 shares of Common Stock to NLBDIT 2010 Services, LLC (“NLBDIT”) for an aggregate purchase price equal to $10,000, pursuant to the terms and conditions set forth in the Common Stock Purchase Agreement. The Company issued these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act.

On November 25, 2013, the Company entered into and closed a Securities Purchase Agreement (the “CAC Purchase Agreement”) with Cabinets Acquisition Corp., a Delaware corporation (“CAC”), whereby the Company sold 5,000,000 shares of the Company’s common stock to CAC for an aggregate purchase price of $60,000. The Company issued these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act. The sale of the common stock was not subject to any underwriting discounts or commissions. Simultaneously with the entrance into the CAC Purchase Agreement, the Company entered into and closed a Repurchase Agreement (the “CAC Repurchase Agreement”) with its sole stockholder, NLBDIT, whereby NLBDIT sold and the Company repurchased 5,000,000 shares of the Company’s common stock for an aggregate purchase of $60,000 reduced by any existing liabilities.

On October 31, 2014, the Company entered into and closed a Securities Purchase Agreement (the “Purchase Agreement”) with Intuitive Venture Partners, LLC, a Delaware limited liability company (“Intuitive”), whereby the Company sold 5,000,000 shares of the Company’s common stock to Intuitive for an aggregate purchase price of $30,000. The Company issued these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act. The sale of the common stock was not subject to any underwriting discounts or commissions. Simultaneously with the entrance into the Purchase Agreement, the Company entered into and closed a Repurchase Agreement (the “Repurchase Agreement”) with its sole stockholder, CAC, whereby CAC sold and the Company repurchased 5,000,000 shares of the Company’s common stock, representing the shares sold to Intuitive, for an aggregate purchase price of $60,000 consisting of (a) cash in an amount equal to $30,000, and (b) shares of the Company’s common stock equal to an aggregate value of $30,000 to be issued upon the completion of a merger, based upon the price of the Company’s shares of common stock sold or issued at the time of the merger.

As a result of the foregoing transactions, Intuitive owns 100% of the outstanding capital stock of the Company.

The common stock issued to Intuitive has not been registered under the Securities Act of 1933, as amended (the “Act”), in reliance on an exemption from registration under Section 4(2) of the Act, and Rule 506 promulgated thereunder, based on the fact that the investor is an “accredited investor,” as such term is defined in Rule 501 of Regulation D. The common stock may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

No securities have been issued for services. Neither the Company nor any person acting on its behalf offered or sold the securities by means of any form of general solicitation or general advertising. No services were performed by any purchaser as consideration for the shares issued. The sale of the securities identified above were made pursuant to a privately negotiated transaction that did not involve a public offering of securities and, accordingly, was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof and the rules promulgated thereunder. The above-referenced investor represented to us, as applicable, in connection with the investment that it was an “accredited investor” (as defined by Rule 501 under the Securities Act) and was acquiring the shares for investment and not for distribution, that it could bear the risks of the investment and could hold the securities for an indefinite period of time. The investor received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. The sale of the foregoing securities was made without any form of general solicitation or advertising and all of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

Issuer Purchases of Equity Securities

None.

Item 6. Selected Financial Data.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Company was organized as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with an operating business. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:

(i) filing Exchange Act reports, and

(ii) investigating, analyzing and consummating an acquisition.

We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, the Company had no cash. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no assurance of additional funding being available.

The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Liquidity and Capital Resources

As of March 31, ~~2015~~2016 and March 31, ~~2014~~2015, the Company had no assets. As of March 31, ~~2015~~2016, the Company had total current liabilities of $4530,~~177~~000 comprised of accounts payable and accrued expenses. This compares to the Company’s total current liabilities of $1045,~~565~~177, comprised of accounts payable and accrued expenses, as of March 31, ~~2014~~2015. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

The ~~following~~ following is a summary of the Company'’s cash flows provided by (used in) operating, investing, and financing activities:

	Year Ended March 31, 2015			Year Ended March 31, 2014
	Year Ended March 31, 2016			Year Ended March 31, 2015
Net Cash Used in Operating Activities	$	(3453,~~349~~129	)	$	(4934,~~576~~349	)
Net Cash (Used in) Investing Activities		-			-
Net Cash Provided by Financing Activities	$	3453,~~349~~129		$	4534,~~524~~349
Net Increase (Decrease) in Cash and Cash Equivalents	$	-		$	~~(4,052~~-	)

The Company has no assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

As discussed above, the Company received $30,000 pursuant to the Purchase Agreement on October 31, 2014 which the Company used to pay off all debts owed by the Company on that day and to simultaneously repurchase the common stock held by CAC and the Company received $60,000 pursuant to the CAC Purchase Agreement on November 25, 2013 which the Company used to pay off all debts owed by the Company on that day and to simultaneously repurchase the common stock held by NLBDIT.

Results of Operations

The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company since its inception. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management'’s ~~assertion~~ assertion that these circumstances may hinder the Company'’s ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.

For the years ended March 31, ~~2015~~2016 and March 31, ~~2014~~2015, the Company had a net loss of $3837,~~961~~952 and $3738,~~342~~961, respectively, comprised of legal, accounting, audit and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports and general and administrative expenses.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Emerging Growth Company

As an “emerging growth company” under the Jumpstart Our Business Startups Act (the “JOBS Act”), the Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data.

Audited financial statements begin on the following page of this report.

DUTCHESS HOLDINGS CORP.

FINANCIAL STATEMENTS

MARCH 31, ~~2015~~2016 and ~~2014~~2015

INDEX TO FINANCIAL STATEMENTS

	Page(s)	~~Page(s)~~
Report of Independent Registered Public Accounting Firm	F-2	~~F-2~~
Financial Statements:
	Balance Sheets as of March 31, 2015 and 2014	F-3
Balance Sheets as of March 31, 2016 and 2015	F-3
	Statements of Operations for the Years Ended March 31, 2015 and March 31, 2014	F-4
Statements of Operations for the Years Ended March 31, 2016 and March 31, 2015	F-4
	Statements of Changes in Stockholder’s Deficiency for the Years Ended March 31, 2015 and March 31, 2014	F-5
Statements of Changes in Stockholder’s Deficiency for the Years Ended March 31, 2016 and March 31, 2015	F-5
	Statements of Cash Flows for the Years Ended March 31, 2015 and March 31, 2014	F-6
Statements of Cash Flows for the Years Ended March 31, 2016 and March 31, 2015	F-6
Notes to Financial Statements	F-7 – F-10	~~F-7 – F-10~~

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholder

Dutchess Holdings Corp.

New York, NY New York

We have audited the accompanying balance sheets of Dutchess Holdings Corp. (the “Company”) as of March 31, ~~2015~~2016 and ~~2014~~2015 and the related statements of operations, changes in stockholder’s deficiency, and cash flows for each of the years in the two-year period ended March 31, ~~2015~~2016. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Dutchess Holdings Corp. as of March 31, ~~2015~~2016 and ~~2014~~2015, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, ~~2015~~2016, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has negative working capital and has incurred net losses since inception. This raises substantial doubt about the Company'’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Raich Ende Malter & Co. LLP

Raich Ende Malter & Co. LLP

New York, New York

June 29, ~~2015~~ 2016

F-2

DUTCHESS HOLDINGS CORP.

BALANCE SHEETS

March 31, ~~2015~~2016 and ~~2014~~2015

	2015			2014
	2016			2015
ASSETS
CURRENT ASSETS:
Cash	$	-		$	-
Total Current Assets		-			-
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDER'S DEFICIENCY
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	4530,~~177~~000		$	1045,~~565~~177
Total Current Liabilities		4530,~~177~~000			1045,~~565~~177
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDER'S DEFICIENCY:
STOCKHOLDER’S DEFICIENCY:
Preferred stock, $.0001 par value; 10,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $.0001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding		500			500
Additional paid-in capital		62115,~~773~~902			5862,~~424~~773
Accumulated deficit		(~~108~~146,~~450~~402	)		(69108,~~489~~450	)
Total Stockholder's Deficiency		(45,177	)		(10,565	)
Total Stockholder’s Deficiency		(30,000	)		(45,177	)
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCY	$	-		$	-
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIENCY	$	-		$	-

See accompanying notes to the financial statements.

F-3

DUTCHESS HOLDINGS CORP.

STATEMENTS OF OPERATIONS

	For the Year Ended March 31,2015			For the Year Ended March 31, 2014
	For the Year Ended March 31, 2016			For the Year Ended March 31, 2015
REVENUES	$	-		$	-
GENERAL AND ADMINISTRATIVE EXPENSES		3837,~~961~~952			3738,~~078~~961
(LOSS) BEFORE OTHER EXPENSES		(3837,~~961~~952	)		(3738,~~078~~961	)
INTEREST EXPENSE		-			~~264~~-
(LOSS) BEFORE BENEFIT FROM INCOME TAXES		(3837,~~961~~952	)		(3738,~~342~~961	)
BENEFIT FROM INCOME TAXES		-			-
NET (LOSS)	$	(3837,~~961~~952	)	$	(3738,~~342~~961	)
BASIC AND DILUTED LOSS PER SHARE		-			-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		5,000,000			5,000,000

See accompanying notes to the financial statements.

F-4

DUTCHESS HOLDINGS CORP.

STATEMENT OF STOCKHOLDER'’S DEFICIENCY

FOR THE YEARS ENDED MARCH 31, ~~2015~~2016 AND MARCH 31, ~~2014~~2015

											Additional						Total
	Preferred Stock				Common Stock						Paid-in			Accumulated			Stockholder'’s
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficiency
Balance at April 1, 2013		-	$	-		5,000,000		$	500		$	9,500		$	(32,147	)	$	(22,147	)
Balance at April 1, 2014		-	$	-		5,000,000		$	500		$	58,424		$	(69,489	)	$	(10,565	)
Common stock issuance (net of registration fees)		-		-		5,000,000			500			59,500			-			60,000
Repurchase of common stock		-		-		(5,000,000	)		(500	)		(19,779	)		-			(20,279	)
Contributed capital		-		-		-			-			9,203			-			9,203
Net (loss)		-		-		-			-			-			(37,342	)		(37,342	)
Balance at March 31, 2014		-	$	-		5,000,000		$	500		$	58,424		$	(69,489	)	$	(10,565	)
Common stock issuance (net of registration fees)		-		-		5,000,000			500			29,500			-			30,000
Repurchase of common stock		-		-		(5,000,000	)		(500	)		(59,500	)		-			(60,000	)
Contributed capital		-		-		-			-			34,349			-			34,349
Net (loss)		-		-		-			-			-			(38,961	)		(38,961	)
Balance at March 31, 2015		-	$	-		5,000,000		$	500		$	62,773		$	(108,450	)	$	(45,177	)
Contributed capital		-		-		-			-			53,129			-			53,129
Net (loss)		-		-		-			-			-			(37,952	)		(37,952	)
Balance at March 31, 2016		-	$	-		5,000,000		$	500		$	115,902		$	(146,402	)	$	(30,000	)

See accompanying notes to the financial statements.

F-5

DUTCHESS HOLDINGS CORP. ~~STATEMENTS OF CASH FLOWS~~

	For the Year Ended March 31, 2015			For the Year Ended March 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS	$	(38,961	)	$	(37,342	)
ADJUSTMENT TO RECONCILE NET LOSS TO NET
CASH USED IN OPERATING ACTIVITIES:
Professional fees paid by related party on behalf of the Company					3,400
Increase (decrease) in accounts payable and accrued expenses		4,612			(15,634	)
NET CASH USED IN OPERATING ACTIVITIES		(34,349	)		(49,576	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from notes payable – related party		-			28,766
Repayments of notes payable – related party		-			(28,766	)
Repayment of loans payable – related party		-			(3,400	)
Repurchase of common stock		(30,000	)		(20,279	)
Issuance of common stock		30,000			60,000
Proceeds from increase in additional paid-in capital		34,349			9,203
NET CASH PROVIDED BY FINANCING ACTIVITIES		34,349			45,524
NET (DECREASE) IN CASH		-			(4,052	)
CASH, BEGINNING OF PERIOD		-			4,052
CASH, END OF PERIOD	$	-		$	-
NON-CASH FINANCING ACTIVITIES:
Professional fees paid by related party on behalf of the Company	$	-		$	3,400
Professional fees paid by stockholder on behalf of the Company	$	-		$	1,203
Acquisition of common stock in exchange for liability	$	30,000		$	-

STATEMENTS OF CASH FLOWS

	For the Year Ended March 31, 2016			For the Year Ended March 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:

NET LOSS	$	(37,952	)	$	(38,961	)
ADJUSTMENT TO RECONCILE NET LOSS TO NET
CASH USED IN OPERATING ACTIVITIES:
Increase (Decrease) in accounts payable and accrued expenses		(15,177	)		4,612
NET CASH USED IN OPERATING ACTIVITIES		(53,129	)		(34,349	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of common stock		-			(30,000	)
Issuance of common stock		-			30,000
Contribution of additional paid-in capital		53,129			34,349
NET CASH PROVIDED BY FINANCING ACTIVITIES		53,129			34,349
NET INCREASE IN CASH		-			-
CASH, BEGINNING OF PERIOD		-			-
CASH, END OF PERIOD	$	-		$	-
NON-CASH FINANCING ACTIVITIES:
Acquisition of common stock in exchange for liability	$			$	30,000

See accompanying notes to the financial statements.

F-6

DUTCHESS HOLDINGS CORP.

NOTES TO FINANCIAL STATEMENTS

Note 1 - Organization and Business

Business Activity

Dutchess Holdings Corp. ("“the Company"”) was incorporated in the state of Delaware on August 29, 2012 with the objective to acquire, or merge with, an operating business.

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded corporation. The Company’s principal business objective is to achieve long-term growth potential through a combination with a business, rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business, industry, or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officers and director of the Company.

Note 2 - Summary of Significant Accounting Policies

Use of Estimates

The ~~preparation~~ 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 dates of the balance sheets and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash Equivalents

The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. There are no cash equivalents at the balance sheet dates.

Income Taxes

The Company utilizes the accrual method of accounting for income taxes. Under the accrual method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized when it is more likely than not that such tax benefits will not be realized.

The ~~Company~~ Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. As of March 31, ~~2015~~2016 and ~~2014~~2015, the Company has no accrued interest or penalties related to uncertain tax positions.

F-7

DUTCHESS HOLDINGS CORP.

NOTES TO FINANCIAL STATEMENTS

Loss Per Common Share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments for the periods presented.

Emerging Growth Company

The Company is an “emerging growth company” and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.

Recent Accounting Pronouncements

~~In June~~Management ~~2014,~~does ~~the~~not ~~Financial~~believe ~~Accounting~~that ~~Standards~~any ~~Board~~recently issued ~~Accounting Standards Update No. 2014-10 to eliminate certain financial reporting requirements. In accordance with that pronouncement~~, webut ~~have~~not ~~elected~~yet toeffective ~~adopt~~accounting ~~the elimination of certain financial reporting requirements~~pronouncements, ~~including~~ ~~the~~if ~~presentation of inception-to-date information in the statements of operations~~adopted, ~~cash~~would ~~flows,~~have ~~and~~a ~~stockholder’s~~material ~~deficiency~~effect ~~and~~on ~~labeling~~ the accompanying financial statements ~~as those of a development stage entity~~.

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

Note 3 - Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.

The Company has incurred losses from inception of approximately $~~110~~146,000 and has negative working capital of approximately $4530,000 as of March 31, ~~2015~~2016, which, among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management’s plan to find a suitable acquisition or merger candidate, raise additional capital from the sales of stock, and receive loans from related parties. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

F-8

DUTCHESS HOLDINGS CORP.

NOTES TO FINANCIAL STATEMENTS

Note 4 - Income Taxes

As of March 31, ~~2015~~2016, the Company has net operating loss carryforwards of approximately $~~110~~146,000 to reduce future federal and state ~~taxable~~ taxable income through ~~2035~~2036.

The Company currently has no federal or state tax examinations in progress nor has it had any federal or state examinations since its inception. All of the Company’s tax years are subject to federal and state tax examination.

The benefit from income taxes consists of the following:

	For the Year Ended March 31, 2015			For the Year Ended March 31, 2014
	For the Year Ended March 31, 2016			For the Year Ended March 31, 2015
Current Expense:
Federal and State	$	-		$	-
Deferred tax benefit:		-			-
Federal and State		13,000			13,000
Valuation allowance		(13,000	)		(13,000	)
Total	$	-		$	-

The income tax benefit differs from the amount computed by applying the federal statutory income tax rate to the loss before income taxes due to the following:

	For the Year Ended March 31, 2015			For the Year Ended March 31, 2014
	For the Year Ended March 31, 2016			For the Year Ended March 31, 2015
Statutory Federal Income Tax Rate		(34	)%		(34	)%
Valuation allowance		34	%		34	%
Effective Income Tax Rate		0	%		0	%

F-9

DUTCHESS HOLDINGS CORP.

NOTES TO FINANCIAL STATEMENTS

Note 5 - Common Stock

The Company is authorized to issue one hundred million (100,000,000) shares of $.001 par value common stock, of which five million (5,000,000) shares have been issued.

On November 25, 2013, the Company entered into and closed a Securities Purchase Agreement (the “CAC Purchase Agreement”) with Cabinets Acquisition Corp., a Delaware corporation (“CAC”), whereby the Company sold 5,000,000 shares of the Company’s common stock to CAC for an aggregate purchase price of $60,000. The sale of the common stock was not subject to any underwriting discounts or commissions. Simultaneously with the entrance into the CAC Purchase Agreement, the Company entered into and closed a Repurchase Agreement (the “CAC Repurchase Agreement”) with its sole stockholder, NLBDIT 2010 Services, LLC, a Delaware limited liability company (“NLBDIT”), whereby NLBDIT sold and the Company repurchased 5,000,000 shares of the Company’s common stock for an aggregate purchase of $60,000, reduced by any existing liabilities.

On October 31, 2014, the Company entered into and closed a Securities Purchase Agreement (the “Purchase Agreement”) with Intuitive Venture Partners, LLC, a Delaware limited liability company (“Intuitive”), whereby the Company sold 5,000,000 shares of the Company’s common stock to Intuitive for an aggregate purchase price of $30,000. Simultaneously with the entrance into the Purchase Agreement, the Company entered into and closed a Repurchase Agreement (the “Repurchase Agreement”) with its sole stockholder, CAC, whereby CAC sold and the Company repurchased 5,000,000 shares of the Company’s common stock, representing the shares sold to Intuitive, for an aggregate purchase price of $60,000, consisting of (a) cash of $30,000, and (b) shares of the Company’s common stock equal to an aggregate value of $30,000 to be issued upon the completion of a merger, based upon the price of the Company’s shares of common stock sold or issued at the time of the merger. The liability of $30,000, for the shares of the Company’s common stock to be issued upon the completion of a merger, is included in accounts payable and accrued expenses.

Note 6 - Preferred Stock

The Company is authorized to issue ten million (10,000,000) shares of $.0001 par value preferred stock with designations, voting, and other rights and preferences as may be determined from time to time by the Board of Directors of the Company, of which none are issued.

Note 7 - Related Party Transactions

The Company utilizes the office space and equipment of its management at no cost.

~~On May 28,~~During ~~2013,~~the ~~professional~~years ~~fees~~ended ofMarch $331,~~400~~ ~~were~~2016 ~~paid~~and on2015, ~~behalf~~professional offees ~~the~~totaling ~~Company by Sunrise Financial Group~~$53,129 ~~Inc.~~and ~~(“SFG”). The President of SFG has control of NLBDIT 2010 Services~~$34,349, ~~LLC~~respectively, ~~the~~were ~~former~~paid ~~sole~~by ~~shareholder of~~ the Company’s stockholder. ~~This~~These ~~related~~amounts ~~party~~are ~~loan was~~reported ~~repaid~~as ~~December~~additional 1,paid-in ~~2013~~capital.

During the year ended March 31, 2014, the Company incurred costs of $7,500 for accounting services provided by an entity owned by the former President of the Company.

During the years ended March 31, 2015 and 2014, professional fees totaling $34,349 and $1,203, respectively, were paid by the Company’s current or former stockholder. These amounts are reported as additional paid-in capital.

Subsequent to March 31, 2015, professional fees of $4,640 were paid by the Company’s Stockholder.

F-10

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statement disclosure.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of management, including our president and our treasurer and secretary (our principal executive officer and our principal financial officer, respectively), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this annual report.

Based on this evaluation, our president and our treasurer and secretary (our principal executive officer and our principal financial officer, respectively) concluded that as of March 31, ~~2015~~2016 our disclosure controls and procedures were not effective. Our procedures were designed to ensure that the information relating to our company required to be disclosed in our SEC reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer, as appropriate to allow for timely decisions regarding required disclosure. Management is currently evaluating the current disclosure controls and procedures in place to see where improvements can be made.

The determination that our disclosure controls and procedures were not effective as of March 31, ~~2015~~2016 are a result of:

Insufficient segregation of duties due to the limited size of our staff and budget.

2. No independent audit committee oversight of the company'’s external financial reporting and internal control over financial reporting.

Evaluation of Internal Controls and Procedures

Our management is also responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

●

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

●

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and

●

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on financial statements.

As of March 31, ~~2015~~2016, we carried out an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal control over financial reporting was not effective as of March 31, ~~2015~~2016.

The determination that our disclosure controls and procedures were not effective as of March 31, ~~2015~~2016 are a result of:

Insufficient segregation of duties due to the limited size of our staff and budget.

2. No independent audit committee oversight of the company'’s external financial reporting and internal control over financial reporting.

Remediation Efforts to address deficiencies in Company’s Disclosure Controls and Procedures and Internal Control over Financial Reporting

Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:

Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in the next fiscal year.

We will appoint additional personnel to assist with the preparation of the Company’s financial reporting.

Changes in Internal Controls over Financial Reporting

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter of the year ended March 31, ~~2015~~2016, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.

(a) Identification of Directors and Executive Officers.

The following table sets forth certain information regarding the Company’s director and executive officers:

Name	Age	Position
David G. Landskowsky	3637	President and Director
Todd W. Harrigan	4546	Treasurer and Secretary

The Company’s officers and directors are elected annually for a one year term or until their respective successors are duly elected and qualified or until their earlier resignation or removal.

(b) Significant Employees.

As of the date hereof, the Company has no significant employees.

None.

(d) Involvement in Certain Legal Proceedings.

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Company during the past ten years.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended March 31, ~~2015~~2016 and written representations that no other reports were required, the Company believes that no person who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal years.

Code of Ethics

On June 15, 2013, the Company adopted a formal code of ethics statement for senior officers and directors (the “Code of Ethics”) that is designated to deter wrongdoing and promote ethical conduct and full, fair, accurate, timely and understandable reports that the Company files or submits to the SEC and others.

Nominating Committee

We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.

Audit and Compensation Committee

The Board of Directors acts as the audit committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.

Item 11. Executive Compensation.

The following table sets forth the cash and other compensation paid by the Company to its officers and directors during the years ended March 31, ~~2015~~2016 and March 31, ~~2014~~2015. No executive officer received compensation in excess of $100,000 for the each of the years ended March 31, ~~2015~~2016 and March 31, ~~2014~~2015.

Name and Position

Year

Salary

Bonus

Option Awards

All Other Compensation

Total

David G. Landskowsky (1) President and Director

2016 2015

None None

Todd W. Harrigan (2) Secretary and Treasurer

2016 2015

None None

Thomas Sullivan (3) Chief Executive Officer, Chief Financial Officer President, Secretary and Director

2015 ~~2014~~

None ~~None~~

Samir N. Masri (4) Chief Executive Officer, Chief Financial Officer President, Secretary and Director

2014

None

(1)	~~(1)~~David G. Landskowsky was appointed to serve as President of the Company on October 31, 2014. Mr. Landskowsky was elected as director of the Company on November 11, 2014.	~~David G. Landskowsky was appointed to serve as President of the Company on October 31, 2014. Mr. Landskowsky was elected as director of the Company on November 11, 2014.~~
(2)	~~(2)~~Todd W. Harrigan was appointed to serve as Secretary and Treasurer of the Company on October 31, 2014.	~~Todd W. Harrigan was appointed to serve as Secretary and Treasurer of the Company on October 31, 2014.~~
(3)	~~(3)~~Thomas Sullivan was appointed to serve as Chief Executive Officer, Chief Financial Officer, President and Secretary of the Company on November 25, 2013. Mr. Sullivan was elected as director of the Company on December 6, 2013. Mr. Sullivan resigned as Chief Executive Officer, Chief Financial Officer, President, and Secretary on October 31, 2014 and as director on November 11, 2014.	Thomas Sullivan was appointed to serve as Chief Executive Officer, Chief Financial Officer, President and Secretary of the Company on November 25, 2013. Mr. Sullivan was elected as director of the Company on December 6, 2013. Mr. Sullivan resigned as Chief Executive Officer, Chief Financial Officer, President, and Secretary on October 31, 2014 and as director on November 11, 2014.
	(4)	Samir N. Masri was appointed to serve as Chief Executive Officer, Chief Financial Officer, President, Secretary and a director of the Company on October 15, 2012. Mr. Masri resigned as Chief Executive Officer, Chief Financial Officer, President, and Secretary on November 25, 2013 and as director on December 6, 2013.

The following compensation discussion addresses all compensation awarded to, earned by, or paid to the Company’s officers and directors. None of the Company’s officers and directors has received any cash or other compensation since inception nor will receive any compensation until the consummation of an acquisition. No compensation of any nature has been paid for on account of services rendered by a director in such capacity. Our officers and sole director intend to devote very limited time to our affairs.

It is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain our management for the purposes of providing services to the surviving entity.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

Except as otherwise disclosed herein, there are no understandings or agreements regarding compensation our management will receive after a business combination.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(a) The following tables set forth certain information as of the date of this filing, regarding (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock, (ii) each director, nominee and executive officer of the Company and (iii) all officers and directors as a group.

Name and Address	Amount and Nature of Beneficial Ownership			Percentage of Class
Intuitive Venture Partners, LLC 122 E 42nd Street, Suite 1616 New York, NY 10168		5,000,000			100	%

David G. Landskowsky c/o Intuitive Venture Partners, LLC 122 E 42nd Street, Suite 1616 New York, NY 10168		5,000,000	(1)		100	%

Todd W. Harrigan c/o Intuitive Venture Partners, LLC 122 E 42nd Street, Suite 1616 New York, NY 10168		5,000,000	(1)		100	%

All Directors and Officers as a Group (2 individuals)		5,000,000			100	%

(1)

Intuitive Venture Partners, LLC (“Intuitive”) is the beneficial owner of 5,000,000 shares (100.0%) of outstanding Common Stock. Each of Mr. Landskowsky, Mr. Harrigan, Eric M. Rubenstein, Timothy J. Herrmann, Aaron M. Segal and Scott T. Cardone are partners in Intuitive and as such may be deemed to have shared voting and dispositive power over the 5,000,000 shares of the Issuer’s common stock beneficially owned by Intuitive Venture Partners, LLC. However, each such person disclaims beneficial ownership over such shares of the Issuer’s common stock.

(b) The Company currently has not authorized any compensation plans or individual compensation arrangements.

Item 13. Certain Relationships and Related Transactions.

On November 25, 2013, the Company entered into and closed a Securities Purchase Agreement (the “CAC Purchase Agreement”) with Cabinets Acquisition Corp., a Delaware corporation (“CAC”), whereby the Company sold 5,000,000 shares of the Company’s common stock to CAC for an aggregate purchase price of $60,000. The Company issued these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act. The sale of the common stock was not subject to any underwriting discounts or commissions. Simultaneously with the entrance into the CAC Purchase Agreement, the Company entered into and closed a Repurchase Agreement (the “CAC Repurchase Agreement”) with its sole stockholder, NLBDIT, whereby NLBDIT sold and the Company repurchased 5,000,000 shares of the Company’s common stock for an aggregate purchase of $60,000 reduced by any existing liabilities.

At the closing of the CAC Purchase Agreement and CAC Repurchase Agreement (the “CAC Closing”), Samir N. Masri (“Masri”), resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, and Secretary, and as director effective as of December 6, 2013. At the CAC Closing, Mr. Thomas Sullivan (“Sullivan”) was appointed Chief Executive Officer, President and Secretary of the Company, effective upon the date of the CAC Closing. As of the date of the CAC Closing, Mr. Sullivan was elected as director of the Company, effective as of December 6, 2013.

On October 31, 2014, the Company entered into and closed a Securities Purchase Agreement (the “Purchase Agreement”) with Intuitive Venture Partners, LLC, a Delaware limited liability company (“Intuitive”), whereby the Company sold 5,000,000 shares of the Company’s common stock to Intuitive for an aggregate purchase price of $30,000. The Company issued these shares of Common Stock under the exemption from registration provided by Section 4(a)(2) of the Securities Act. The sale of the common ~~stock~~ stock was not subject to any underwriting discounts or commissions. Simultaneously with the entrance into the Purchase Agreement, ~~the~~ the Company entered into and closed a Repurchase Agreement (the “Repurchase Agreement”) with its sole stockholder, CAC, whereby CAC sold and the Company repurchased 5,000,000 shares of the Company’s common stock, representing the shares ~~sold~~ sold to Intuitive, for an aggregate purchase price of $60,000 consisting of (a) cash in an amount equal to $30,000, and (b) shares of the Company’s common stock equal to an aggregate value of $30,000 to be issued upon the completion of a merger, based upon the price of the Company’s shares of common stock sold or issued at the time of the merger.

At the closing of the Purchase Agreement and Repurchase Agreement (the “Closing”), Mr. Sullivan, resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, and Secretary, and as director effective as of November 11, 2014. At the Closing, Mr. David G. Landskowsky (“Landskowsky”) and Mr. Todd W. Harrigan (“Harrigan”) were appointed President of the Company and Secretary and Treasurer of the Company, respectively, effective upon the date of the Closing. As of the date of the Closing, Mr. Landskowsky was elected as director of the Company, effective as of November 11, 2014.

As a result of the foregoing transactions, Intuitive owns 100% of the outstanding capital stock of the Company.

During the year ended March 31, ~~2015~~2016, professional fees totaling $1053,~~168~~129 were paid by our Company’s stockholder, an entity in which both members of our management may be deemed to have shared voting and dispositive power. These amounts are reported as additional paid-in capital. ~~Subsequent to March 31, 2015, professional fees of $4,640 were paid by the same entity.~~

Messrs. Landskowsky and Harrigan, along with Eric M. Rubenstein, Timothy J. Herrmann, Aaron M. Segal and Scott T. Cardone, are partners in Intuitive and as such may be deemed to have shared voting and dispositive power over the 5,000,000 shares of the Company’s Common Stock beneficially owned by Intuitive. However, each of such persons disclaims beneficial ownership over such shares of the Company’s Common Stock.

The Company issued these shares of common stock under the exemption from registration provided by Section 4(2) of the Securities Act.

The Company currently uses the office space and equipment of its management at no cost.

Except as otherwise indicated herein, there have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 and Item 407(a) of Regulation S-K.

Director Independence

The Company is not a listed issuer whose securities are listed on a national securities exchange, or an inter-dealer quotation system which has requirements that a majority of the board of directors be independent. Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Under such definition, each of our directors would not be considered independent as each also serves as an executive officer of the Company.

Item 14. Principal Accounting Fees and Services

Raich Ende Malter & Co. LLP is the Company'’s independent registered public accounting firm.

Audit Fees

The aggregate fees billed by Raich Ende Malter & Co. LLP for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings were approximately $1514,000 and $1016,~~500 for~~00 for the fiscal years ended March 31, ~~2015~~2016 and ~~2014~~2015, respectively.

Audit-Related Fees

There were no fees billed by Raich Ende Malter & Co. LLP for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal year ended March 31, ~~2015~~2016 and ~~2014~~2015.

Tax Fees

~~There~~The ~~were~~aggregate no fees billed by Raich Ende Malter & Co. LLP for professional services for tax compliance, tax advice, and tax planning were approximately $1,000 for each of the fiscal ~~year~~years ended March 31, ~~2015~~2016 and ~~2014~~2015.

All Other Fees

There were no fees billed by Raich Ende Malter & Co. LLP for other products and services for the fiscal year ended March 31, ~~2015~~2016.

Audit Committee’s Pre-Approval Process

The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) We set forth below a list of our audited financial statements included in Item 8 of this annual report on Form 10-K.

Statement			Page*

Index to Financial Statements			F-1

Report of Independent Registered Public Accounting Firm			F-2

Balance Sheets			F-3

Statements of Operations			F-4

Statements of Changes in Stockholder’s Deficiency			F-5

Statements of Cash Flows			F-6

Notes to Financial Statements			F-7 – F-10

*Page F-1 follows page 9 to this annual report on Form 10-K.

(b) Index to Exhibits required by Item 601 of Regulation S-K.

Exhibit		Description
3.1*		Certificate of Incorporation
3.2*		By-laws
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended March 31, ~~2015~~2016
31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended March 31, ~~2015~~2016
32.1		Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2		Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
101.INS		XBRL INSTANCE DOCUMENT
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL		XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT
101.DEF		XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT
101.LAB		XBRL TAXONOMY LABEL LINKBASE DOCUMENT
101.PRE		XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT

* Filed as an exhibit to the Company'’s registration statement on Form 10, as filed with the SEC on February 8, 2013, and incorporated herein by this reference.

SIGNATURES

In accordance with Section 13 or 15(d) 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.

	DUTCHESS HOLDINGS CORP.
Dated: June 29, 2015	By:	/s/ David G. Landskowsky
Dated: June 29, 2016	By:	/s/ David G. Landskowsky
		David G. Landskowsky
		President
		Principal Executive Officer
	By:	/s/ Todd W. Harrigan
		Todd W. Harrigan
		Secretary and Treasurer
		Principal Financial Officer

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	Title	Date
/s/ David G. Landskowsky	President	June 29, ~~2015~~2016
David G. Landskowsky
/s/ Todd W. Harrigan	Secretary and Treasurer	June 29, ~~2015~~2016
Todd W. Harrigan

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