UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended August 31, 2013
	For the fiscal year ended August 31, 2014
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
	For the transition period from _________ to ________
	Commission file number: 333-177518

IDS Industries, Inc.
Aja Cannafacturing, Inc.
(Exact name of registrant as specified in its charter)
Nevada	45-2758994
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
533 Birch Street Lake Elsinore, CA	92530
31500 Grape Street Suite 3-345 Lake Elsinore, CA	92532
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number: (951) 674-1554
Registrant’s telephone number:(714) 733-1412
Securities registered under Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
none	not applicable
Securities registered under Section 12(g) of the Exchange Act:
Title of class
Common stock, par value of $0.001

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

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

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

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 [X ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not 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. [X]

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

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. approximately $52,~~010~~850,~~950~~00 as of February 28, ~~2013~~2014.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 35 392,~~646~~598,~~447~~723 shares as of December 11, ~~2013.~~2014

Table of Contents

TABLE OF CONTENTS
		Page
PART I
Item 1.	Business	3
Item 2.	Properties	43
Item 3.	Legal Proceedings	43
Item 4.	Mine Safety Disclosures	43
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	4
Item 6.	Selected Financial Data	5
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	65
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	89
Item 8.	Financial Statements and Supplementary Data	89
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	910
Item 9A.	Controls and Procedures	910
Item 9B.	Other Information	910
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1011
Item 11.	Executive Compensation	1213
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 13.	Certain Relationships and Related Transactions, and Director Independence	16
Item 14.	Principal Accountant Fees and Services	16
PART IV
Item 15.	Exhibits, Financial Statement Schedules	17

Table of Contents

PART I

Item 1. Business

Company Overview

Our business focuses on the ~~design~~breeding, ~~and development of solar and power management technologies and incorporates these into its manufacturing~~cultivation, and ~~distribution~~processing of ~~solar-based~~raw ~~portable~~industrial ~~power~~cannabis ~~stations~~materials ~~and~~for ~~devices.~~industry ~~Under~~specific anapplications ~~Exclusive~~such ~~License/Royalty~~as building ~~Agreement~~materials ~~with SP Innovations~~(Hempcrete), ~~Inc.~~automotive (~~“SP”~~biofuels), weplastics ~~hold~~(healthcare) ~~the~~and ~~exclusive~~textiles ~~right~~(fabrics). toWe ~~manufacture,~~are ~~import,~~currently ~~export,~~negotiating ~~use,~~an ~~and~~exclusive ~~sell~~production ~~a line of portable, solar-powered~~agreement ~~generators~~with ~~developed~~Luna byAgro ~~SP.~~& ~~Under~~Earth ~~the~~Science, ~~License~~LLC ~~Agreement~~(“LAES”), ~~we pay SP~~ a ~~royalty~~Company ofpartly ~~five~~owned ~~percent~~by ~~(5%) of~~ our ~~total~~CEO. ~~wholesale~~The ~~price for~~agreement ~~all~~would ofprovide ~~the~~us with ~~licensed~~exclusive ~~products~~rights ~~sold~~to bytwenty ~~us.~~(20) Weacres ~~have~~of ~~begun~~land ~~production~~dedicated ~~and~~to ~~sale~~cultivating of our ~~first~~planned ~~portable~~line ~~solar-based~~of ~~power~~proprietary ~~generation station,~~industrial ~~the Solar Survivor~~cannabis genetics. WeUnder ~~are currently marketing~~ the ~~Solar~~production ~~Survivor model as a clean~~agreement, ~~portable~~we ~~electrical~~would ~~energy~~pay ~~solution for~~LAES ~~every~~a ~~American~~production ~~household.~~fee Weof ~~have~~five ~~also~~percent ~~begun~~(5%) ~~development~~ of anour ~~intregrated~~total ~~battery~~wholesale ~~management and charge controller system~~price ~~for the optimization~~ of ~~electric~~all ~~power~~materials ~~storage systems especially those that are lithium chemistry based~~supplied.

On February 19, 2013 we hired Randy Sindelar as Vice President of Research and Development with the expressed purpose of furthering our manufacturing quality control systems and processes and to boost our technology development. Mr. Sindelar is spearheading the Company’s lithium iron phosphate and advanced battery management system technologies.Products

~~We received~~Our ~~our~~line ~~first~~of ~~order~~products ~~from~~is ~~our~~scheduled ~~distributor,~~to ~~American~~be ~~Portable Power, on October 12, 2012, which totaled $85,185.00 with a deposit~~available ofin ~~$12,500.00~~the ~~paid.~~third ~~The~~quarter ~~first delivery~~ of ~~this~~our ~~order~~current ~~was~~fiscal ~~made on January 15, 2013~~year. WeAt ~~were~~that ~~developing~~time anwe ~~online~~will ~~presence~~offer ~~for~~four ~~both consumer~~products.Our ~~and~~lineup ~~commercial~~includes ~~sales with twelve (12~~1) ~~online~~Sterilized ~~businesses displaying our product line and have discovered that our sales~~hemp ~~efforts are better concentrated with a focus on the wholesale~~seed, ~~commercial~~2) ~~and~~Hemp ~~government~~bark ~~marketplaces. We are also developing a sales and distribution network through contracted dealers~~fiber, ~~energy~~3) ~~system~~Hemp ~~integrators~~hurds, and ~~OEMs~~4) ~~nationwide~~Raw tohemp ~~support~~essential ~~our planned sales growth vertically and horizontally~~oil.

~~Products~~Expansion and Development Plan

WeOur strategy includes providing consulting ~~began~~opportunities, ~~production~~allowing ofnew ~~our~~mergers ~~first~~and ~~(1)~~potential ~~product~~growth ~~this~~opportunities ~~quarter~~by ~~and~~educating ~~have~~commercial ~~scheduled~~enterprises ~~the~~how ~~production~~thousands of ~~our~~additives currently ~~next~~used ~~three~~across ~~(3)~~all ~~products~~industries incan ~~the third~~be ~~quarter~~substituted ofwith ~~FYE~~a ~~2013~~natural and more cost effective material. ~~Each~~Our ~~product~~pending ~~model~~agreement with ~~features~~LAES will allow for us to expand our ~~innovative~~agricultural ~~storage~~foot ~~and~~print ~~charge~~from ~~design~~20 ~~with~~acres to 50 acres by the ~~overall~~fourth ~~product~~quarter ~~line marketed~~of asour ~~the~~current fiscal ~~economical~~year, ~~sturdy~~more ~~and~~than ~~reliable~~doubling ~~choice~~our ~~for~~production/supply ~~portable~~capacity. ~~solar~~We ~~energy~~feel asthat ~~part~~having ofsuch ana ~~emergency/disaster~~large ~~preparedness plan~~dedicated orfootprint ~~for~~will ~~those~~place us ~~seeking~~in ana ~~off-grid,~~position ~~odorless,~~to ~~noiseless~~become the leader and ~~non-flammable~~main ~~source~~supplier of ~~power~~all domestic raw industrial cannabis material.

~~The Solar~~Item Survivor was the first model released and became available for delivery on January 15, 2013. The Solar Survivor is a rugged solar power electrical generator originally housed in a durable hard plastic Styleworks container manufactured by Rubbermaid. The Solar Survivor has been redesigned to feature a customized metallic case with two (2~~) Inline wheels and telescoping handle that provide users extra easy mobility~~. The Solar Survivor is powered by a 50AH battery from Universal Power Supply, one of America’s premier battery manufacturers, with power provided by a 45W monocrystaline solar panel, a Windsor 1600 Watt Inverter with three (3) AC receptacles, a USB connection, and a remote control switch. The Solar Survivor configuration provides an efficient source of solar power collection and generation at a suggested retail price of $999.00.Properties

~~The next~~We ~~three~~currently ~~(3)~~have ~~models~~our weadministrative ~~planned to release were the Solar Tote, the Solar Rescue and the Solar Kart 420. We have discontinued~~offices ~~the~~in ~~pursuit of~~ the ~~Solar~~city ~~Tote and have integrated some~~ of ~~its~~Lake ~~features~~Elsinore, ~~into the Solar Survivor~~Ca. ~~The suggested retail price for the other two (2) models is not determined at this time.~~

~~The Solar~~Item Rescue is our premier model that has a water resistant customized Pelican Rescue resin case with telescoping handles and two (2) Inline wheels featuring a foldable 45W solar power film panel, a SunSaver Charge Controller with LVD, a 75AH battery from Universal Power Supply, a Windsor 1600 Watt Inverter with three (3). ACLegal ~~receptacles, a USB connection, and a remote control switch.~~Proceedings

We are ~~developing~~not ~~and~~a ~~testing~~party ~~our~~to ~~first~~any ~~model~~pending ~~targeted~~legal ~~for commercial use, the “Solar Kart 420”~~proceeding. We ~~The~~are ~~formal~~not ~~name~~aware of ~~the unit~~any ~~will~~pending belegal ~~determined~~proceeding into ~~the~~which ~~near~~any ~~future.~~of ~~This~~our ~~portable~~officers, ~~unit~~directors, isor ~~targeted~~any tobeneficial ~~feature~~holders aof ~~Lithium~~5% ~~Iron~~or ~~Phosphate battery system~~more ~~complete~~of ~~with~~our avoting ~~proprietary~~securities ~~battery~~are ~~management.~~adverse ~~This model is scheduled~~ to ~~begin~~us ~~production~~or ~~some~~have ~~time~~a ~~early~~material ~~summer~~interest ~~2013~~adverse ~~with~~to ~~distribution available shortly thereafter~~us.

~~Suppliers and~~Item ~~Manufacturers~~4. Mine Safety Disclosures

~~We currently~~Not ~~manufacture our product line through a contract manufacturer, Installing Dealer Supply, Inc~~applicable. Installing Dealer Supply, Inc. is a Southern California business specializing in componentized manufacturing and assembling for the past 23 years. It provides use with procurement, assembly and inventory services for manufacturing and finished goods for our entire product line on a per piece cost-plus basis. With staff on-hand at the point of assembly, we work with our contract manufacturer to maintain a high product quality and assure continuity and consistency while managing and maintaining lower production costs. We pay our contract manufacturer monthly based on production.

Table of Contents

~~Expansion and~~PART ~~Development Plan~~II

~~Item 2.~~Market ~~Properties~~Information

~~We sub-lease~~Our ~~approximately~~common ~~3,000~~stock ~~square~~is ~~feet~~quoted ofunder ~~office~~the ~~and~~symbol “AJAC” ~~warehouse~~on ~~space~~the inOTCBB ~~Lake~~operated ~~Elsinore,~~by ~~California~~the ~~from~~Financial ~~our~~Industry ~~manufacturer~~Regulatory Authority, ~~Installing~~Inc. (“FINRA”) and the OTCQB ~~Dealer~~operated ~~Supply~~by OTC Markets Group, Inc. Few ~~The~~market ~~space~~makers iscontinue ~~used~~ to ~~house~~participate ~~our~~in ~~executive~~the ~~offices,~~OTCBB assystem ~~well~~because asof ~~for~~high ~~manufacturing~~fees ~~and~~charged by ~~storage~~FINRA. Consequently, Wemarket ~~currently~~makers ~~pay rent~~that once quoted our shares on the ~~space~~OTCBB insystem may no longer be posting a quotation for our shares. As of the ~~amount~~date of $1this report,~~383~~ ~~per~~however, ~~month~~our shares are quoted by several market makers on the OTCQB. The ~~sub-lease~~criteria for listing on either the OTCBB or OTCQB are similar and include that we remain current in our SEC reporting. Our reporting is presently ~~currently~~current aand, ~~verbal~~since ~~arrangement~~inception, we have filed our SEC reports on time.

~~Item~~A trading market for our securities did not 3.begin ~~Legal~~to ~~Proceedings~~develop until after the fiscal year ended August 31, 2012.

WeThe ~~are~~following ~~not a~~tables ~~party~~set toforth ~~any~~the ~~pending~~range ~~legal~~of high ~~proceeding.~~and Welow ~~are~~prices ~~not~~for ~~aware~~our ofcommon ~~any~~stock ~~pending~~for ~~legal~~the ~~proceeding~~each ~~to which any~~ of ~~our~~the ~~officers,~~periods ~~directors, or~~indicated ~~any~~as ~~beneficial~~reported ~~holders~~by ofthe 5%OTCQB. orThese ~~more~~quotations ofreflect inter-dealer ~~our~~prices, ~~voting~~without ~~securities~~retail ~~are~~mark-up, ~~adverse~~mark-down ~~to us~~ or ~~have~~commission aand ~~material~~may ~~interest~~not ~~adverse~~necessarily torepresent usactual transactions.

Item 4. Mine Safety Disclosures

Fiscal Year Ending August 31, 2014
Quarter Ended		High $		Low $
	August 31, 2014		0.0107		0.0096
	May 31, 2014		0.0110		0.0103
	February 28, 2014		0.0339		0.0202
	November 30, 2013		0.0170		0.0170

Not applicable.

Fiscal Year Ending August 31, 2013
Quarter Ended		High $		Low $
	August 31, 2013		0.0970		0.0311
	May 31, 2013		0.1800		0.0500
	February 28, 2013		0.2500		0.1208
	November 30, 2012		0.2083		0.0167

~~PART~~As of December 12, 2014, the last trading price IIof our common stock was $0.0006 per share.

~~Item 5.~~Penny ~~Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities~~Stock

~~Market~~The SEC has adopted rules that regulate broker-dealer ~~Information~~practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

~~Our common~~The ~~stock~~broker-dealer isalso ~~quoted~~must ~~under~~provide, ~~the~~prior to ~~symbol~~effecting ~~“IDST”~~any ontransaction ~~the~~in ~~OTCBB~~a ~~operated~~penny bystock, the ~~Financial~~customer ~~Industry~~with ~~Regulatory Authority, Inc.~~ (~~“FINRA”~~a) bid and ~~the~~offer ~~OTCQB~~quotations ~~operated~~for bythe ~~OTC~~penny ~~Markets~~stock; ~~Group,~~(b) ~~Inc. Few market makers continue to participate in~~ the ~~OTCBB system because~~ compensation of ~~high~~the ~~fees~~broker-dealer ~~charged~~and byits ~~FINRA. Consequently,~~salesperson ~~market~~in ~~makers~~the ~~that~~transaction; ~~once~~(c) ~~quoted our shares on~~ the ~~OTCBB system~~number ~~may~~of ~~no longer be posting a quotation for our~~ shares. Asto ofwhich ~~the~~such ~~date~~bid ofand ~~this~~ask ~~report,~~prices ~~however~~apply, ~~our~~or other ~~shares~~comparable ~~are~~information ~~quoted~~relating byto ~~several market makers on~~ the ~~OTCQB.~~depth ~~The~~and ~~criteria~~liquidity ~~for~~of ~~listing on either~~ the ~~OTCBB~~market orfor ~~OTCQB~~such ~~are~~stock; ~~similar~~ and ~~include~~(d) ~~that~~a wemonthly ~~remain~~account ~~current~~statement inshowing ~~our~~the ~~SEC~~market ~~reporting.~~value ~~Our~~of ~~reporting~~each ispenny ~~presently~~stock ~~current~~held ~~and,~~in ~~since~~the ~~inception,~~customer's ~~we have filed our SEC reports on time~~account.

AIn addition, the penny stock rules require ~~trading~~that ~~market~~prior ~~for~~to ~~our~~a ~~securities~~transaction ~~did~~in a penny stock not ~~begin~~otherwise toexempt ~~develop~~from ~~until~~those ~~after~~rules, the ~~fiscal~~broker-dealer ~~year~~must ~~ended~~make ~~August~~a 31special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, ~~2012~~a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

~~The following~~These ~~tables~~disclosure ~~set~~requirements ~~forth~~may have the effect ~~range~~ of ~~high~~reducing ~~and~~the ~~low~~trading ~~prices~~activity for our common stock ~~for the each of the periods indicated as reported by the OTCQB~~. ~~These quotations reflect inter-dealer prices~~Therefore, ~~without~~stockholders ~~retail mark-up, mark-down or commission and~~ may ~~not~~have ~~necessarily represent~~difficulty ~~actual~~selling ~~transactions~~our securities.

Fiscal Year Ending August 31, 2013
Quarter Ended		High $		Low $
	August 31, 2013		0.0970		0.0311
	May 31, 2013		0.1800		0.0500
	February 28, 2013		0.2500		0.1208
	November 30, 2012		0.2083		0.0167

Fiscal Year Ending August 31, 2012
Quarter Ended		High $		Low $
	August 31, 2012		0.0167		0.0167
	May 31, 2012		N/A		N/A
	February 29, 2012		N/A		N/A
	November 30, 2011		N/A		N/A

Table of Contents

~~As of~~Holders ~~December 11, 2013, the last trading price~~ of ~~our~~Our ~~common~~Common ~~stock was $0.015 per share.~~Stock

4As of December 11, 2014, we had 392,598,723 shares of our common stock issued and outstanding, held by seventy-three (73) shareholders of record, with additional shareholders holding their shares in street name.

~~Table of Contents~~Dividends

~~Penny~~There are no restrictions in our articles of ~~Stock~~incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

1.	we would not be able to pay our debts as they become due in the usual course of business, or;
2.	our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

~~The broker-dealer~~We ~~also~~have ~~must~~not ~~provide,~~declared ~~prior to effecting~~ any ~~transaction~~dividends ~~in a penny stock, the customer with (a) bid~~ and ~~offer~~we ~~quotations~~do ~~for~~not ~~the~~plan ~~penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares~~ to ~~which~~declare ~~such~~any ~~bid~~dividends and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the ~~customer's~~foreseeable ~~account~~future.

~~In addition,~~Item ~~the~~6. ~~penny~~Selected ~~stock~~Financial rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.Data

~~These disclosure~~A ~~requirements~~smaller ~~may~~reporting ~~have~~company ~~the~~is ~~effect~~not ofrequired to ~~reducing~~provide the ~~trading~~information ~~activity~~required ~~for~~by ~~our~~this ~~common stock~~Item. ~~Therefore, stockholders may have difficulty selling our securities.~~

~~Holders~~ Item 7. Management’s Discussion and Analysis of ~~Our~~Financial ~~Common~~Condition ~~Stock~~and Results of Operations

~~As of December 11, 2013, we had 35,646,447 shares of our common stock issued and outstanding, held by sixty~~Forward-~~nine~~Looking ~~(69) shareholders of record.~~Statements

~~Dividends~~Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:5

1.	we would not be able to pay our debts as they become due in the usual course of business, or;
2.	our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

Table of Contents

~~We have~~Results ~~not~~of ~~declared~~Operations ~~any~~for ~~dividends~~the ~~and~~Years weEnded August do31, ~~not~~2014 ~~plan~~and toAugust ~~declare~~31, ~~any dividends in the foreseeable future~~2013.

~~Item 6. Selected Financial Data~~Revenue

ADuring the year ended August 31, 2014, revenue ~~smaller~~was ~~reporting~~$22,932 ~~company~~compared isto ~~not~~$37,074 ~~required~~for the year ended August 31, 2013. During the year Propel Management Group Inc., was launched to ~~provide~~raise revenues via providing services with existing core competencies within its existing staff. The revenue for the ~~information~~current year ~~required~~was generated by ~~this~~our ~~Item~~subsidiary Propel Management Group, Inc. There were no sales for the parent company in the current period because we discontinued production of lead acid products.

5Cost of Revenue

~~Table~~During the year ended August 31, 2014, cost of ~~Contents~~revenue was $36,229 compared to $93,727 for the year ended August 31, 2013. In the current fiscal year the Company recognized a loss for inventory impairment of $32,682.

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

~~Forward-Looking~~Professional fees for the year ended August ~~Statements~~31, 2014 were $91,941, as compared to $127,517 for the year ended August 31, 2013, a decrease of $35,576 or 28%. Professional fees mainly consist of legal, auditor and other fees associated with the Company’s quarterly filings and year end audit. The decrease in the current period is attributed to a decrease in legal fees that were incurred.

~~Certain statements,~~Stock ~~other~~based ~~than~~compensation ~~purely~~was ~~historical information~~$207,153 ~~including~~for ~~estimates, projections, statements relating to our business plans, objectives, and expected operating results, and~~ the ~~assumptions upon which those statements are based, are “forward-looking~~ ~~statements.”~~year ~~These~~ended ~~forward-looking~~August ~~statements generally are identified by the words “believes~~31,” ~~“project~~2014,~~” “expects,”~~ ~~“anticipates,”~~as ~~“estimates,”~~compared ~~“intends,”~~to ~~“strategy~~$467,”448 ~~“plan,” “may,”~~for ~~“will,”~~the ~~“would,”~~year ~~“will~~ended ~~be,”~~August ~~“will continue~~31,” ~~“will likely result,” and similar expressions~~2013. This ~~Forward~~non-~~looking~~cash ~~statements~~compensation ~~are based on current expectations and assumptions that are~~expense ~~subject~~consists ~~to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect~~ of ~~future~~stock ~~plans~~issued orfor ~~strategies~~various isconsulting ~~inherently~~and ~~uncertain.~~marketing ~~Factors~~services ~~which~~as ~~could~~well ~~have a~~as ~~material~~stock ~~adverse~~valued ~~affect~~at ~~on our operations and future prospects on a consolidated basis include~~$81,250 ~~but~~for ~~are~~shares ~~not~~issued ~~limited~~ to~~: changes~~ inthe ~~economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles~~CEO. ~~These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.~~

~~Results~~Salaries and wage expense for the year ended ofAugust ~~Operations~~31, 2014 was $310,005 for the ~~Years~~year ~~Ended~~ended August 31, ~~2013~~2014, ~~and~~as compared to $292,956 for the year ended August 31, ~~2012~~2013, an increase of $17,049 or 5.8%.

~~During the~~Marketing ~~year ended August 31, 2013, we earned $37,074 in revenue~~ and ~~incurred~~advertising ~~$93,727~~expense ~~in costs of sales. Our total operating expenses~~ for the year ended August 31, ~~2013~~2014 ~~were~~was $147,~~154~~710,~~067,~~ ~~consisting~~as ofcompared ~~general~~to ~~and administrative expenses of~~ $~~389~~135,~~330,~~702 salaries and wages of $283,706, professional fees of $127,517, and marketing and advertising of $353,514. We incurred interest expense of $21,388, loss on a derivative liability of $10,794, amortization of debt discount in the amount of $92,751. In addition, we generated $2,662 in interest income during the year. Our net loss for the year ended August 31, 2013, ~~was~~a ~~therefore~~decrease of $187,~~332,991.~~992 Byor ~~comparison,~~65%. ~~during~~The ~~the~~decrease ~~year~~can ~~ended~~be ~~August~~attributed ~~31,~~to ~~2012,~~the weuse ~~earned no revenue and incurred operating expenses~~ of ~~$70,667~~more ~~and~~common ~~interest~~stock ~~expense~~to ofcompensate ~~$110. Our~~vendors ~~net loss~~ for ~~the~~these ~~year ended August 31, 2012 was $70,777~~services.

~~During the~~General ~~fiscal~~and administrative expense for the year ended August 31, ~~2013,~~2014 wewas ~~began~~$261,551 ~~operation~~for ofthe ~~our~~year ~~portable~~ended ~~solar~~August ~~generator~~31, ~~business.~~2014, Asas wecompared goto ~~forward~~$130,444 ~~with~~for the ~~development~~ ofyear ~~our~~ended ~~business~~August ~~during the current fiscal year~~31, 2013, an ~~we expect that our operating expenses will continue to~~ increase ~~significantly and that we will also begin to generate increasing revenues from the sale~~ of ~~our~~$131,107 ~~products~~or 101%.

~~Liquidity~~Overall there was a $235,707 decrease in operating ~~and~~expenses ~~Capital~~for ~~Resources~~the comparable period ended August 31.

~~As of~~Other ~~August~~income 31, 2013, we had total current assets of $199,707 consisting of cash in the amount of $1,960, prepaid expenses of $80,196, inventory of 32,682, accounts receivable of $4,950, a related party receivable of $77,307, and interest receivable from a related party of $2,612. Our total current liabilities as of August 31, 2013 were $937,118, and consisted of accounts payable of $159,596, accrued interest of $19,990, notes payable of $30,000, notes payable to related parties of $290,098, convertible notes payable (net of discount) of $265,992, accrued expenses of $10,159, and a derivative liability of $148,870. Our working capital deficit as of August 31, 2013 was therefore $737,411. During the year ended August 31, 2013, we used net cash of $709,026 in operations and were provided with cash of $695,846 from financing activities.expense

~~We have~~During ~~received~~the ~~short~~year ~~term~~ended ~~loan~~August ~~financing~~31, 2014 we incurred $410,598 of expense for amortization of debt discount, $581,179 of expense related to derivatives and had a gain on the ~~launch~~change in fair value of our ~~new~~derivative ~~portable~~liability ~~solar~~of ~~power~~$854,182. ~~generator~~These ~~business~~gains ~~under~~and ~~various~~losses ~~promissory~~are a result of the derivative accounting required ~~notes~~for the issuance of convertible debt. ~~Our~~We ~~promissory~~also ~~note~~had ~~obligations~~a ~~currently~~$224,577 ~~issued~~loss on debt conversion, interest expense of $98,272 and ~~outstanding~~interest income ~~are~~of as$4,317, ~~follows:~~for a net total other expense of $456,127 compared to $122,271 for the year ended August 31, 2013, an increase of $333,856.

~~1. We owe~~Net the principal sum of $33,850 to Argent Offset, LLC under the terms of a Promissory Note dated February 27, 2013. This note bears interest at an annual rate of eighteen percent (18%), with interest payable monthly. All principal and interest was due August 26, 2013. On November 26, 2013, the lender agreed to waive any default until December 15, 2013 under a temporary forbearance.Loss

~~2. We~~Overall ~~owe~~we ~~the~~recorded ~~principal~~a ~~sum~~net loss of $~~125~~1,~~000~~387,784 for ~~to Steven J. Caspi under~~ the ~~terms~~year ofended aAugust ~~Convertible Promissory Note and Security Agreement (the “Note”) issued November 19~~31, ~~2012. The Note bears interest at an annual rate of five percent (5%)~~2014, ~~with~~as ~~all~~compared ~~principal and interest being due on or before November 30, 2013. The Note is convertible~~ to ~~shares of our common stock, in whole or in part at the option of Mr. Caspi, at~~ a ~~conversion~~net ~~price~~loss of $1~~.25 per share. The conversion rights under the Note are subject to a limitation under which Mr. Caspi may not~~, ~~upon any conversion of the Note~~332,991 ~~own~~for ~~more than 4.99% of our issued and outstanding common stock. The amounts due under~~ the ~~Note~~year ~~are~~ended ~~secured~~August by31, ~~a security interest in substantially all of our assets~~2013. ~~The Note is currently in default and we are in the process of renegotiating terms for repayment.~~

3. Through August 31, 2013, we have borrowed the total sum of $289,998 from our former President and CEO, Bruce R. Knoblich. Our obligations regarding this loan are currently memorialized in a Promissory Note dated May 31, 2013. The note bears interest at an annual rate of five percent (5%). The note was due on November 30, 2013 and is currently in default.6

6Table of Contents

~~Table~~Liquidity ofand ~~Contents~~Capital Resources

~~4. We~~As ~~have received financing under a series~~ of ~~Convertible~~August ~~Promissory~~31, ~~Notes (the “Notes”) issued to Asher Enterprises~~2014, ~~Inc.~~ ~~(“Asher”).~~we ~~The~~had ~~Notes bear interest at~~ an ~~annual~~accumulated deficit ~~rate~~ of 8%$2,799,397 ~~with principal~~ and ~~interest~~a ~~coming~~working ~~due~~capital ~~approximately nine~~deficit ~~(9) months from the respective dates~~ of ~~issue. The Notes may be converted in whole or in part~~$1, ~~at the option of the holder~~116, to379. ~~shares~~For ofyear ~~our~~ended ~~common~~August ~~stock~~31, ~~par value $0.001~~2014, atnet ~~any~~cash ~~time~~used ~~following~~in ~~180~~operating ~~days after the issuance dates of the Notes. The conversion~~activities ~~price~~was ~~under the Note is 51% of the Market Price of our common stock on the conversion dates. For purposes of the Notes~~$456,672 “Market Price” is defined as the average of the 3 lowest closing prices for our common stock on the 30 trading days immediately preceding the conversion dates. The number of shares issuable upon conversion is limited so that the Holder’s total beneficial ownership of our common stock may not exceed 9.99% of the total issued and ~~outstanding~~we ~~shares.~~received ~~This~~$498,705 ~~condition~~from ~~may~~financing ~~be waived at the option of the holder upon not less than 61 days notice~~activities.

~~Upon conversion~~We ofhave ~~the~~received ~~Notes~~short interm ~~whole~~loan ~~or in part, we will be obligated to deliver the conversion stock to the holder within 3 business~~financing ~~days of our receipt of notice of conversion. Failure~~ to ~~timely~~fund ~~deliver~~operations ~~conversion~~under ~~stock~~various ~~will~~promissory ~~cause us to incur daily penalties~~notes. ~~The~~ ~~conversion~~Our ~~price~~promissory ~~will~~note beobligations ~~subject~~currently toissued ~~adjustment in the event of certain dilutive issuances of securities, distributions of stock or assets to shareholders, mergers, consolidations,~~ and ~~certain~~outstanding ~~other~~are ~~events.~~as ~~Pre-payment of the Notes will result in certain penalties depending on the time of pre-payment, and will not be allowed after 180 days.~~follows:

We owe the principal sum of $100,000 to Steven J. Caspi under the terms of a Forbearance Agreement issued March 10, 2014 which modified the terms of the original Convertible Promissory Note and Security Agreement (the “Note”) issued November 19, 2012. The Forbearance Agreement bears interest ~~amounts~~at an annual rate of five percent (5%), with all principal and ~~respective~~interest being due ~~dates~~on or before November 30, 2014. The Note is convertible to shares of our common stock, in whole or in part at the ~~Notes~~option ~~are~~of asMr. ~~follows:~~Caspi, at a conversion price of $0.005 per share. As of August 31, 2014, this note is still outstanding and has accrued interest of $9,166.

Date		Principal Amount	Due Date
March 20, 2013	$	32,500	December 26, 2013
April 4, 2013	$	15,500	January 8, 2014
June 3, 2013	$	32,500	March 5, 2014
August 5, 2013	$	32,500	May 7, 2014

On May 31, 2013, the Company’s former CEO, Bruce Knoblich and the Company executed a promissory note for $289,998, $2,150 of which has been repaid. The note bears interest at 5% and was due November 30, 2013. On July 22, 2014, the principal and accrued interest were rolled into a new convertible promissory note for $304,973. The new note bears interest at 8% per annum and is convertible at a 49% discount of the average trading price during the ten days preceding the conversion date. The note is shown net of a debt discount of $244,839 at August 31, 2014 and has accrued interest of $2,411.

~~5. On~~Subsequent ~~June~~to ~~19, 2013, we entered into a Promissory Note (~~the ~~“Note”)~~reporting ~~with~~period, ~~JMJ~~on ~~Financial (“JMJ”). The nominal~~September ~~principal sum of the Note is $300~~15,~~000,~~ ~~with an original issue discount of ten percent (10%). Upon closing~~2014, ~~JMJ~~a ~~will~~portion ~~loaned us the sum~~ of ~~$55,000 under~~ the ~~Note,~~Bruce ~~with~~Knoblich ~~any~~note ~~additional advances up to the total principal sum to be made~~ in the ~~future~~amount ~~and at the sole discretion of JMJ. On August 31, 2013, JMJ loaned us an additional~~ $2520,000 ~~under~~was ~~the~~assigned ~~Note.~~to ~~All~~Blackbridge ~~unpaid~~Capital ~~principal~~Partners, ~~and interest due under the Note must be paid within one (1) year of the effective date of each advance made by JMJ under the Note~~LLC. ~~If we repay~~Concurrent ~~the~~with ~~Note~~this ~~in full on or before ninety (90) days after the effective date~~assignment, ~~no interest will be due. If~~ we doentered ~~not~~into ~~repay the Note in full on or before ninety (90) days after the effective date,~~ a ~~one-time~~replacement ~~interest~~Convertible ~~charge~~Promissory ~~of twelve percent (12%) will be added to the principal balance of the~~ Note. Wewith ~~may~~Blackbridge ~~also~~Capital ~~pre-pay the Note between 90 and 140 days after the effective date~~Partners, ~~but~~LLC. ~~any~~The ~~pre-payment~~replacement ~~during~~note ~~this~~bears ~~period~~interest ~~must~~at ~~be in an amount equal to 150~~5% ofper ~~the principal amount being re-paid~~annum, ~~plus~~is ~~any unpaid interest and fees~~ due aton ~~that~~or ~~time.~~before ~~The~~March ~~Note~~17, ~~may be converted in whole or in part~~2015, atand ~~the~~is ~~option~~convertible ofinto ~~the holder, to~~ shares of our common stock, ~~par~~at ~~value $0.001. The conversion~~ price ~~under~~equal ~~the~~to ~~Note~~a isfifty 60percent (50%) ofdiscount ~~the~~to our lowest trading price ~~for~~during ~~our common stock in~~ the ~~twenty-five~~forty (2540) trading days ~~prior~~preceding to the conversion. In the event that conversion shares are not issuable to the holder by DWAC, an additional 10% discount will apply. The number of shares issuable upon conversion is limited so that the holder’s total beneficial ownership of our common stock may not exceed 4.99% of the total issued and outstanding shares. Upon conversion of the Note in whole or in part, we will be obligated to deliver the conversion stock to the holder within 3 business days of our receipt of notice of conversion. Failure to timely deliver conversion stock will cause us to incur daily penalties.

~~We will~~Subsequent ~~require~~to ~~significant~~the ~~additional~~reporting ~~financing~~period, inon ~~order~~September 24, to2014, ~~move~~a ~~forward~~portion ~~effectively~~of ~~with~~ the ~~development~~Bruce ofKnoblich ~~our~~note ~~new~~in ~~portable~~the ~~solar power~~amount ~~generator~~$50,000 ~~business~~was ~~and~~assigned ~~our~~to ~~battery~~WHC ~~management~~Capital, ~~and charge controller products line~~LLC. WeConcurrent ~~intend~~with tothis ~~fund~~assignment, we ~~the~~entered ~~development~~into ~~of our~~a ~~new~~replacement ~~business~~Convertible ~~through~~Promissory ~~debt~~Note ~~and/or~~with ~~equity~~WHC ~~financing~~Capital, ~~arrangements~~LLC. WeThe doreplacement ~~not~~note ~~have~~bears ~~any~~interest ~~formal~~at ~~commitments~~12% ~~or arrangements for~~per ~~the~~annum, ~~sales~~is ofdue ~~stock~~on or ~~the~~before ~~advancement~~September or25, ~~loan~~2015, ofand ~~funds~~is atconvertible ~~this~~into ~~time.~~shares ~~There~~of ~~can~~our becommon nostock ~~assurance~~at ~~that~~price ~~such~~equal ~~additional~~to ~~financing~~a forty nine ~~will~~percent be(49%) ~~available~~discount to usour onlowest ~~acceptable~~trading ~~terms,~~price induring ~~amounts~~the ~~sufficient~~three to(3) ~~fund~~trading ~~our~~days ~~planned~~preceding ~~acquisitions~~the ~~and other activities, or at all~~conversion.

~~Off~~Subsequent to the reporting period, on October ~~Balance~~24, ~~Sheet~~2014, ~~Arrangements~~a portion of the Bruce Knoblich note in the amount $50,000 was assigned to Beaufort Capital Partners, LLC. Concurrent with this assignment, we entered into a replacement Convertible Promissory Note with Beaufort Capital Partners, LLC. The replacement note is non-interest bearing, due on demand, and is convertible into shares of our common stock at price equal to a fifty percent (50%) discount to our lowest trading price during the twenty (20) trading days preceding the conversion.

AsOn June 19, 2013, we entered into a $300,000 Promissory Note (the “Note”) with JMJ Financial (“JMJ”). The face amount of ~~August~~the 31Note includes an original issue discount of $30,000. ~~2013~~Funds are loaned to the Company under a series of advances made under the Note. Loans made under the Note mature in one year from the date of the advance and, ~~there~~if ~~were~~repaid nowithin ~~off~~ninety (90) days from the date of issue, the loans will not bear interest. Upon ninety days after the date of issue, a onetime interest charge of twelve percent (12%) of the principal amount will be applied. JMJ may convert all or part of the balance ~~sheet~~under ~~arrangements~~the Note, at its discretion, into shares of our common stock. The conversion price is sixty percent (60%) of the lowest trading price for our common stock in the twenty-five trading days immediately preceding the conversion date.

~~Going Concern~~7

~~We have~~Table ~~yet to achieve profitable operations, have accumulated losses~~ of $1,411,613 since our inception and expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. 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 from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that we will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or on acceptable terms, if at all.Contents

7Our outstanding loans with JMJ under the Note as of August 31, 2014 are as follows:

Table of Contents

Date	Due Date	Principal and Interest Amount
September 30, 2013	September 30, 2014	$20,772
April 17, 2014	April 17, 2015	$49,777
June 24, 2014	June 24, 2015	$49,777
	Total	$120,326

~~Critical~~We have received financing under a series of ~~Accounting~~Convertible ~~Policies~~Promissory Notes (the “Notes”) issued to Asher Enterprises, Inc. (“Asher”). The Notes bear interest at an annual rate of 8%, with principal and interest coming due approximately nine months from the respective dates of issue. The Notes may be converted in whole or in part, at the option of the holder, to shares of our common stock, par value $0.001, at any time following 180 days after the issuance dates of the Notes. The conversion price under the Note is 51% of the Market Price of our common stock on the conversion dates. For purposes of the Notes, “Market Price” is defined as the average of the 3 lowest closing prices for our common stock on the 30 trading days immediately preceding the conversion dates. As of August 31, 2014, the total principal and interest due under these notes is $73,000 and $2,848, respectively.

~~In December~~On ~~2001~~March 5, 2014, the ~~SEC~~Company ~~requested~~executed ~~that~~a ~~all~~Convertible Promissory ~~registrants~~Note ~~list~~(the ~~their~~“note”) ~~most~~with ~~“critical~~Black ~~accounting~~Mountain ~~polices~~Equities, Inc. (“Black Mountain”). inThe ~~the~~nominal ~~Management~~principal ~~Discussion~~sum ~~and~~of ~~Analysis~~the Note is $250,000, with an original issue discount of ten percent (10%). The ~~SEC~~note ~~indicated~~matures ~~that~~one ayear ~~“critical~~from ~~accounting~~the ~~policy”~~effective date isof ~~one~~each payment, which is ~~both~~made ~~important~~at to the ~~portrayal~~ ofsole adiscretion ~~company’s~~of ~~financial~~Black ~~condition~~Mountain. ~~and~~The ~~results,~~Note ~~and~~is ~~requires~~convertible ~~management’s~~into ~~most~~common ~~difficult,~~stock ~~subjective~~in orwhole ~~complex~~or ~~judgments,~~in ~~often~~part asat a ~~result~~variable ofconversion price equal to the ~~need~~lessor of $0.025 or a 60% discount to ~~make~~the ~~estimates~~lowest ~~about~~trade price in the ~~effect~~twenty five oftrading ~~matters~~days ~~that~~prior ~~are~~to ~~inherently~~conversion. ~~uncertain~~The Company received its first payment towards the loan of $25,000. At ~~this~~As ~~time~~of August 31, ~~management~~2014, the ~~does~~total ~~not~~principal ~~believe~~and ~~that~~interest ~~any~~due ofunder ~~our~~these ~~accounting~~notes ~~policies~~is ~~fit~~$27,500 ~~this~~and ~~definition~~$2,750, respectively.

~~Recently~~We have also received short term financing ~~Issued~~from ~~Accounting~~KBM ~~Pronouncements~~Worldwide, Inc. (“KBM”) under a series of Securities Purchase Agreements (the “SPAs”) and a Convertible Promissory Notes (the “Notes”). The Notes bear interest at an annual rate of 8%, with principal and interest coming due approximately nine (9) months from issue. The Note may be converted in whole or in part, at the option of the holder, to shares of our common stock, par value $0.001, at any time following 180 days after the issuance dates of the Notes. The conversion price under the Notes is a 49% discount to the average of the 3 lowest closing prices for our common stock on the 30 trading days immediately preceding the conversion dates.

~~The Company~~Our ~~has~~outstanding ~~reviewed~~loans ~~issued~~with ~~accounting~~KBM ~~pronouncements and plans to adopt those that~~ are ~~applicable~~as ~~to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.~~ follows:

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Date	Due Date	Principal Amount
March 19, 2014	December 26, 2014	$53,000
May 20, 2014	February 20, 2015	$53,000
August 18, 2014	May 20, 2015	$53,000
	Total	$159,000

AOn July 11, 2014, the Company executed a convertible ~~smaller~~promissory ~~reporting~~note ~~company~~for $31,500 with LG Capital Funding, LLC. The note bears interest at 8% per annum and is ~~not~~due ~~required~~on toor ~~provide~~before July 11, 2015. The note is convertible at a 45% discount any time during the ~~information~~period ~~required~~beginning by180 ~~this~~days ~~Item~~following the date of the note. Accrued interest on the note as of August 31, 2014 is $359.

~~Item~~We will require significant additional financing 8in order to move forward effectively with the development of our current business plan. ~~Financial~~We ~~Statements~~intend to fund the development of our new business through debt and/or ~~Supplementary~~equity ~~Data~~financing arrangements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, in amounts sufficient to fund our planned acquisitions and other activities, or at all.

~~Index to Financial Statements Required by Article~~ 8 ~~of Regulation S-X:~~

Audited Financial Statements:
F-1	Report of Report of Independent Registered Public Accounting Firm
F-2	Balance Sheets as of August 31, 2013 and 2012;
F-3	Statements of Operations for the years ended August 31, 2013 and August 31, 2012;
F-4	Statement of Stockholders’ Equity (Deficit) as of August 31, 2013;
F-5	Statements of Cash Flows for the years ended August 31, 2013 and August 31, 2012
F-6	Notes to Financial Statements

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8Off Balance Sheet Arrangements

~~Table~~As of ~~Contents~~August 31, 2014, there were no off balance sheet arrangements.

~~Silberstein Ungar,~~Going ~~PLLC CPAs and Business Advisors~~Concern

~~Phone~~We have yet to achieve profitable operations, ~~(248)~~have ~~203-0080~~accumulated losses of $2,799,397 since our inception and expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. 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 from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that we will be able to obtain additional funds by equity and/or debt financing, however there is no assurance of additional funding being available or on acceptable terms, if at all.

~~Fax~~Critical ~~(248) 281-0940~~Accounting Policies

~~30600~~In ~~Telegraph~~December 2001, the SEC requested that all ~~Road~~registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, ~~Suite~~and ~~2175~~requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. At this time, management does not believe that any of our accounting policies fit this definition.

~~Bingham Farms,~~Recently MIIssued ~~48025-4586~~Accounting Pronouncements

~~www~~The Company has reviewed issued accounting pronouncements and plans to adopt those that are applicable to it.~~sucpas~~ The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.~~com~~

~~Report of~~Item ~~Independent~~7A. ~~Registered~~Quantitative ~~Public~~and ~~Accounting~~Qualitative ~~Firm~~Disclosures About Market Risk

ToA ~~the~~smaller reporting company is not required ~~Board~~to ofprovide ~~Directors~~the ofinformation required by this Item.

~~IDS Industries,~~Item ~~Inc~~8. Financial Statements and Supplementary Data

~~Lake~~Index ~~Elsinore,~~to ~~California~~Financial Statements Required by Article 8 of Regulation S-X:

We have audited the accompanying balance sheets of IDS Industries, Inc. as of August 31, 2013 and 2012, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

Audited Financial Statements:
	Reports of Independent Registered Public Accounting Firm	F-1
	Balance Sheets as of August 31, 2014 and 2013;	F-3
	Statements of Operations for the years ended August 31, 2014 and 2013;	F-4
	Statement of Stockholders’ Equity (Deficit) as of August 31, 2014;	F-5
	Statements of Cash Flows for the years ended August 31, 2014 and 2013	F-6
	Notes to Financial Statements	F-7

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 audits 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.9

~~In our~~Table ~~opinion, the financial statements referred to above present fairly, in all material respects, the financial position~~ of IDS industries, Inc. as of August 31, 2013 and 2012, and the results of its operations and its cash flows for the years ended August 31, 2013 and 2012 in conformity with accounting principles generally accepted in the United States of America.Contents

~~The accompanying~~REPORT ~~financial~~OF ~~statements~~INDEPENDENT ~~have been prepared assuming that the Company will continue as a going concern. As discussed~~REGISTERED inPUBLIC ~~Note~~ACCOUNTING 10 to the financial statements, the Company has negative working capital, has not yet received revenue from sales of products or services, and has incurred losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 10. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.FIRM

~~/s/~~To the ~~Silberstein~~Board ~~Ungar,~~of ~~PLLC~~Directors and

~~Bingham~~Stockholders ~~Farms~~of AJA Cannafacturing, ~~Michigan~~Inc.

~~December~~We 11have audited the accompanying consolidated balance sheet of AJA Cannafacturing, ~~2013~~Inc. as of August 31, 2014 and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended. AJA Cannafacturing, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

~~F-1~~We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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 audit 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 consolidated 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.

~~Table~~In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ~~Contents~~AJA Cannafacturing, Inc. as of August 31, 2014, the results of their operations, and their cash flows, for the year ended August 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

~~IDS~~As discussed in Note (9) to the consolidated ~~INDUSTRIES~~financial statements, ~~INC~~the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note (9). The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

~~(FORMERLY IDS~~/s/ ~~SOLAR~~KLJ ~~TECHNOLOGIES~~& Associates, ~~INC~~LLP KLJ & Associates, LLP St.) Louis Park, MN December 16, 2014

~~BALANCE SHEETS~~F-1

	August 31, 2013			August 31, 2012
ASSETS
Current Assets:
Cash	$	1,960		$	15,140
Accounts receivable, net of allowance of $4,950		4,950			—
Prepaids and other current assets		80,196			—
Inventory		32,682			—
Other receivable – related party		77,307			—
Interest receivable – related party		2,612			—
Total Current Assets		199,707			15,140
Property & equipment, net		—			10,080
Total Assets	$	199,707		$	25,220
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES:
Current Liabilities:
Cash overdraft	$	12,413		$	—
Accounts payable		159,596			—
Derivative liability		148,870			—
Accrued expenses		10,159			66,632
Accrued interest		19,990			110
Convertible notes payable, net of discount of $93,858 and $0, respectively		265,992			—
Notes payable – related party		290,098			2,100
Notes payable		30,000			—
Total Current Liabilities		937,118			68,842
Total Liabilities		937,118			68,842
STOCKHOLDERS’ DEFICIT:
Preferred stock, par value $.001, 10,000,000 authorized, no shares issued and outstanding		—			—
Common stock, $.001 par value, 90,000,000 common shares authorized, 34,313,114 and 144,000,000 (post-split) shares issued and outstanding, respectively		34,313			144,000
Additional paid in capital		639,889			(109,000	)
Accumulated deficit		(1,411,613	)		(78,622	)
Total Stockholders’ Deficit		(737,411	)		(43,622	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	199,707		$	25,220

Table of Contents

~~The accompanying~~Silberstein ~~notes~~Ungar, ~~are~~PLLC anCPAs ~~integral~~and ~~part~~Business ~~of these financial statements.~~Advisors

FPhone (248) 203-20080

~~Table~~Fax of(248) ~~Contents~~281-0940

~~IDS INDUSTRIES~~30600 Telegraph Road, ~~INC.~~Suite 2175

~~(FORMERLY IDS~~Bingham ~~SOLAR TECHNOLOGIES~~Farms, ~~INC.)~~MI 48025-4586

~~STATEMENTS~~Report of Independent Registered Public OFAccounting ~~OPERATIONS~~Firm

	For the Year Ended August 31,			For the Year Ended August 31,
	2013			2012
Revenue	$	37,074		$	—
Cost of revenue		93,727			—
Gross margin		(56,653	)		—
Operating expenses:
Professional fees		127,517			68,605
Salaries and wages		283,706			—
Marketing and advertising		353,514			—
General and administrative		389,330			2,062
Total operating expenses		1,154,067			70,667
Loss from operations		(1,210,720	)		(70,667	)
Other income and (expense):
Amortization of debt discount		(92,751	)		—
Gain (loss) on derivative liability		(10,794	)		—
Interest expense		(21,388	)		(110	)
Interest income		2,662			—
Total other expense		(122,271	)		(110	)
Loss before provision for income taxes		(1,332,991	)		(70,777	)
Provision for income taxes		—			—
Net Loss	$	(1,332,991	)	$	(70,777	)
Loss per share:
Basic and diluted	$	(0.04	)	$	(0.00	)
Weighted average shares outstanding: basic and diluted		38,356,630			133,049,184

To the Board of Directors of

~~The accompanying~~Aja ~~notes~~Cannafacturing, ~~are~~Inc. an(formerly ~~integral~~known ~~part~~as ofIDS ~~these~~Industries, ~~financial statements~~Inc.)

~~F-3~~Lake Elsinore, California

~~Table~~We have audited the accompanying consolidated balance sheet of ~~Contents~~Aja Cannafacturing, Inc. (formerly known as IDS Industries, Inc.) as of August 31, 2013, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

~~IDS~~We conducted our audit in accordance with the ~~INDUSTRIES~~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, ~~INC~~nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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.

~~(FORMERLY~~In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of IDS ~~SOLAR~~industries, ~~TECHNOLOGIES~~Inc. as of August 31, 2013, ~~INC~~and the results of its operations and its cash flows for the year ended August 31, 2013, in conformity with accounting principles generally accepted in the United States of America.)

~~STATEMENT~~The accompanying financial statements have OFbeen ~~STOCKHOLDERS'~~prepared ~~EQUITY~~assuming ~~(DEFICIT)~~that the Company will continue as a going concern. As discussed in Note 9 to the financial statements, the Company has negative working capital, has not yet received revenue from sales of products or services, and has incurred losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 9. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~AUGUST 31~~/s/ Silberstein Ungar, ~~2013~~PLLC

	Common Stock Shares		Common Stock Amount		Additional Paid-in Capital		Deficit Accumulated During the Development Stage			Total Stockholders' Equity (Deficit)
Balance at inception, May 2, 2011	—		—		—		—		$	—
Common stock issued in exchange for membership interest	120,000,000		120,000		(105,000	)	—			15,000
Net loss for the year ended August 31, 2011	—		—		—		(7,845	)		(7,845	)
Balance, August 31, 2011	120,000,000		120,000		(105,000	)	(7,845	)		7,155
Common stock issued for cash	24,000,000		24,000		(4,000	)	—			20,000
Net loss for the year ended August 31, 2012	—		—		—		(70,777	)		(70,777	)
Balance, August 31, 2012	144,000,000		144,000		(109,000	)	(78,622	)		(43,622	)
Common stock issued for services	3,157,750		3,158		464,290		—			467,448
Common stock returned	(113,000,004	)	(113,000	)	113,000		—			—
Common stock issued for cash	155,368		155		15,843		—			15,998
Conveyance of subsidiary	—		—		57,147		—			57,147
Debt discount on convertible notes	—		—		98,609		—			98,609
Net loss for the year ended August 31, 2013	—		—		—		(1,332,991	)		(1,332,991	)
Balance, August 31, 2013	34,313,114		34,313		639,889		(1,411,613	)	$	(737,411	)

Bingham Farms, Michigan

~~The accompanying~~December ~~notes~~11, ~~are an integral part of these financial statements.~~2013

F-42

Table of Contents

~~IDS~~AJA ~~INDUSTRIES~~CANNAFACTURING, INC.

(FORMERLY IDS ~~SOLAR TECHNOLOGIES~~INDUSTRIES, INC.)

~~STATEMENTS~~CONSOLIDATED OFBALANCE ~~CASH FLOWS~~ SHEETS

		For the Year Ended				For the Year Ended
	August 31, 2014				August 31, 2013
		August 31, 2013				August 31, 2012
ASSETS
Cash flows from operating activities:
Current Assets:
Net loss for the year		$	(1,332,991	)		$	(70,777	)
Cash	$	43,993			$	1,960
Adjustments to reconcile net loss to net cash used in operations:
Accounts receivable, net of allowance of $8,753 and $4,950, respectively		8,752				4,950
Common stock for services			467,448				—
Prepaid expenses and other current assets		88,871				80,196
(Gain) loss on fair value of derivatives			10,794				—
Inventory		—				32,682
Amortization of discounts			93,989				—
Other receivable, related party		—				77,307
Bad debt expense			4,950				—
Interest receivable, related party		—				2,612
Derivative expense			50,076				—
Total Current Assets		141,616				199,707
Change in assets and liabilities:
Total Assets	$	141,616			$	199,707
Increase in accounts receivable			(9,900	)			—
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Purchase of inventory			(32,682	)			—
LIABILITIES:
Increase in prepaids and other current assets			(82,949	)			—
Current Liabilities:
Increase in note receivable – related party			(77,307	)			—
Cash overdraft	$	—			$	12,413
Increase in interest receivable – related party			(2,612	)			—
Accounts payable		154,178				159,596
Increase in accounts payable			172,009				—
Derivative liability		558,194				148,870
Increase in customer deposits			—				5,000
Accrued compensation		52,686				—
Increase (decrease) in accrued expenses			30,149				58,965
Accrued expenses		43,483				10,159
Net cash used in operating activities			(709,026	)			(6,812	)
Accrued interest		26,051				19,990
Cash flows from investing activities
Convertible notes payable, net of discount of $174,125 and $93,858, respectively		340,813				265,992
Property and equipment			—				(10,080	)
Notes payable – related party net of discount of $244,839 and $0, respectively		30,135				290,098
Net cash provided by (used) in investing activities			—				(10,080	)
Other notes payable		52,455				30,000
Cash flows from financing activities:
Total Current Liabilities		1,257,995				937,118
Proceeds from convertible debt			359,850				—
Total Liabilities		1,257,995				937,118
Increase in note payable – related party			289,998				2,000
STOCKHOLDERS’ DEFICIT:
Increase in other notes payable			30,000				—
Preferred stock, par value $.001, 10,000,000 authorized, no shares issued and outstanding		—				—
Proceeds from the sale of common stock			15,998				20,000
Common stock, $.001 par value, 500,000,000 common shares authorized, 127,184,335 and 34,313,114 shares issued and outstanding, respectively		127,184				34,313
Net cash provided by financing activities			695,846				22,000
Additional paid in capital		1,555,834				639,889
Net increase (decrease) in cash			(13,180	)			5,108
Accumulated deficit		(2,799,397	)			(1,411,613	)
Cash at beginning of period			15,140				10,032
Total Stockholders’ Deficit		(1,116,379	)			(737,411	)
Cash at end of period		$	1,960			$	15,140
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	141,616			$	199,707
Supplemental Cash Flow Information:
Cash paid for interest		$	55			$	—
Cash paid for taxes		$	—			$	—
Supplemental disclosure of non cash activities
Conveyance of subsidiary		$	57,147			$	—

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

F-53

Table of Contents

~~IDS~~AJA ~~INDUSTRIES~~CANNAFACTURING, INC.

(FORMERLY IDS ~~SOLAR TECHNOLOGIES~~INDUSTRIES, INC.)

~~NOTES~~STATEMENTS TOOF ~~THE FINANCIAL STATEMENTS~~OPERATIONS

AUGUST 31, 2013

	For the Years Ended August 31,
	2014			2013

Revenue	$	22,932		$	37,074
Cost of revenue		36,229			93,727
Gross margin		(13,297	)		(56,653	)

Operating expenses:
Professional fees		91,941			127,517
Stock based compensation		207,153			467,448
Salaries and wages		310,005			292,956
Marketing and advertising		47,710			135,702
General and administrative		261,551			130,444
Total operating expenses		918,360			1,154,067
Loss from operations		(931,657	)		(1,210,720	)

Other income and (expense):
Amortization of debt discount		(410,598	)		(92,751	)
Derivative expense		(581,179	)		—
Gain (loss) on derivative liability		854,182			(10,794	)
Loss on debt conversion		(224,577	)		—
Interest expense		(98,272	)		(21,388	)
Interest income		4,317			2,662
Total other expense		(456,127	)		(122,271	)
Loss before provision for income taxes		(1,387,784	)		(1,332,991	)

Provision for income taxes		—			—

Net Loss	$	(1,387,784	)	$	(1,332,991	)

Loss per share:
Basic and diluted	$	(0.02	)	$	(0.04	)

Weighted average shares outstanding: basic and diluted		73,614,030			38,356,630

~~NOTE~~ The 1accompanying -notes ~~SUMMARY~~are OFan ~~SIGNIFICANT~~integral ~~ACCOUNTING~~part ~~POLICIES~~of these consolidated financial statements.

~~Nature of Business~~ F-4

~~IDS Industries,~~Table Inc. (“IDS” or the “Company”) is a GIIRS-rated “green” energy company that designs and develops solar and power management technologies and incorporates these into its manufacturing and distribution of solar-based portable power stations and other solar-based products for consumer, business, government, and disaster relief applications. We offer a line of portable solar power generators under our Company brand name, IDS Solar TechnologiesÔ.Contents

~~The~~AJA ~~Company was formed as Step Out~~CANNAFACTURING, ~~Inc~~INC., a Nevada corporation on May 2, 2011. On July 18, 2011 Step Out issued 10,000,000 common shares to acquire 100% membership interest in SOI Nevada, LLC, a Nevada limited liability corporation from the sole shareholder. The membership interest was acquired at book value from the shareholder. SOI Nevada, LLC became a wholly-owned subsidiary of Step Out, Inc.

~~On September 19, 2012, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations~~ (~~the “Agreement”) with our sole officer and director, Sterling Hamilton. Pursuant to the Agreement,~~FORMERLY ~~the~~IDS ~~Company transferred all membership interests in our operating subsidiary~~INDUSTRIES, ~~SOI Nevada, LLC, to Mr~~INC. Hamilton. In exchange for this assignment of membership interests, Mr. Hamilton agreed to assume and cancel all liabilities relating to our former business of developing a chain of flotation tank therapy spas. In addition, Mr. Hamilton agreed to release all liability under a promissory note due and owing to him in the amount of $2,000.)

AsSTATEMENT aOF ~~result~~STOCKHOLDERS’ ofEQUITY the Agreement, the Company is no longer pursuing its former business plan. Under the direction of our newly appointed officers and directors, as set forth below, we intend to develop a business focused on the design, development, manufacturing and distribution of renewable-energy based portable and mobile electrical generators and power stations under our own brand name, IDS Solar TechnologiesÔ.(DEFICIT)

~~Effective~~AUGUST ~~October 12~~31, 2012, the Board of Directors approved a merger with our wholly-owned subsidiary, IDS Acquisition, Inc., pursuant to NRS 92A.180. IDS Acquisition was incorporated in the state of Nevada on September 25, 2012. As part of the merger with our wholly-owned subsidiary, our board authorized a change in the name of the company to “IDS Solar” Technologies, Inc.”2014

On January 7, 2013 we launched our planned new product line on a limited basis; with the initial model, the Solar Survivor. The Company continues to design and development other models of electric generators and power stations based on customer input and feedback.

	Common Stock						Additional			Accumulated			Total Stockholders’
	Shares			Amount			Paid-in Capital			Deficit			Equity (Deficit)
Balance, August 31, 2012		144,000,000		$	144,000		$	(109,000	)	$	(78,622	)	$	(43,622	)
Common stock issued for services		3,157,750			3,158			464,290			—			467,448
Common stock returned		(113,000,004	)		(113,000	)		113,000			—			—
Common stock issued for cash		155,368			155			15,843			—			15,998
Conveyance of subsidiary		—			—			57,147			—			57,147
Debt discount on convertible notes		—			—			98,609			—			98,609
Net loss for the year ended August 31, 2013		—			—			—			(1,332,991	)		(1,332,991	)
Balance, August 31, 2013		34,313,114			34,313			639,889			(1,411,613	)		(737,411	)
Common stock issued for services		8,120,000			8,120			166,513			—			174,633
Common stock issued for cash		1,333,333			1,333			18,667			—			20,000
Common stock issued for compensation		6,500,000			6,500			74,750			—			81,250
Common stock issued for conversion of debt		76,917,888			76,918			551,538			—			628,456
Warrants issued for loan fee		—			—			44,169			—			44,169
Debt discount on convertible notes		—			—			60,308			—			60,308
Net loss for the year ended August 31, 2014		—			—			—			(1,387,784	)		(1,387,784	)
Balance, August 31, 2014		127,184,335		$	127,184		$	1,555,834		$	(2,799,397	)	$	(1,116,379	)

~~Effective~~The ~~February~~accompanying 7,notes ~~2013,~~are ~~the~~an ~~board~~integral ofpart ~~directors approved a one for twelve forward split~~ of ~~the Company’s common stock. All shares throughout~~ these consolidated financial ~~statement and Form 10-K have been retroactively restated to reflect the forward split~~statements. ~~This event was reported in an 8-K on February 4, 2013.~~

Effective May 29, 2013, the board of directors authorized a change in the name of the company to “IDS Industries, Inc.” The new name reflects the direction and focus of the Company more accurately given the full slate of products in advanced development including the battery management and energy storage fields. F-5

~~Basis~~ Table of ~~Presentation~~Contents

~~The~~AJA accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"). In the opinion of management CANNAFACTURING, ~~all adjustments necessary in order for the financial statements to be not misleading have been reflected herein~~INC. ~~The Company has adopted an August 31 year end.~~

~~Development~~(FORMERLY ~~Stage~~IDS ~~Company~~INDUSTRIES, INC.)

~~The~~STATEMENTS ~~Company~~OF isCASH ~~deemed to have exited the development stage on February 28, 2013 as it began planned principle operations.~~FLOWS

Cash and Cash Equivalents

	For the Years Ended August 31,
	2014			2013
Cash flows from operating activities:
Net loss for the year	$	(1,387,784	)	$	(1,332,991	)
Adjustments to reconcile net loss to net cash used in operations:
Stock based compensation and services		207,153			467,448
(Gain) loss on fair value of derivatives		(854,182	)		10,794
Amortization of discounts		410,598			93,989
Loss on debt conversion		224,577			—
Bad debt expense		42,972			4,950
Inventory impairment		32,682			—
Excess of fair value of derivatives		—			50,076
Derivative expense		581,179			—

Change in assets and liabilities:
Increase in accounts receivable		(3,802	)		(9,900	)
Purchase of inventory		—			(32,682	)
(Increase)/decrease in prepaids and other current assets		103,224			(82,949	)
(Increase)/decrease in note receivable – related party		39,764			(77,307	)
Increase in interest receivable – related party		(2,817	)		(2,612	)
Increase/(decrease) in accounts payable		7,419			172,009
Increase/(decrease) in accrued expenses		142,345			30,149
Net cash used in operating activities		(456,672	)		(709,026	)

Cash flows from investing activities:		—			—

Cash flows from financing activities:
Proceeds from convertible debt		476,500			359,850
Payments on convertible debt		(17,500	)		—
Increase / (decrease) in note payable – related party		(2,150	)		289,998
Increase in other notes payable		21,855			30,000
Proceeds from the sale of common stock		20,000			15,998
Net cash provided by financing activities		498,705			695,846
Net increase / (decrease) in cash		42,033			(13,180	)
Cash at beginning of period		1,960			15,140
Cash at end of period	$	43,993		$	1,960
Supplemental Cash Flow Information:
Cash paid for interest	$	2,617		$	55
Cash paid for taxes	$	—		$	—
Supplemental disclosure of non-cash activities
Conveyance of subsidiary	$	—		$	57,147
Common stock issued for conversion of debt	$	628,455		$	—
Issuance of common stock warrants in connection with debt	$	55,932		$	—
Debt discount from fair value of embedded derivatives	$	1,263,506		$	—

The ~~Company~~accompanying ~~considers~~notes ~~all~~are ~~highly~~an ~~liquid~~integral ~~investments~~part ~~with maturities~~ of ~~three~~these ~~months~~consolidated orfinancial ~~less to be cash equivalents~~statements. ~~There were no cash equivalents as of August 31, 2013 and 2012.~~

F-6

Table of Contents

~~Basic~~ AJA ~~Loss~~CANNAFACTURING, ~~per Share~~INC.

~~Basic income~~ (~~loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted~~FORMERLY ~~average~~IDS number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There were no such common stock equivalents outstanding as of August 31INDUSTRIES, ~~2013 and 2012~~INC.)

~~Concentrations~~NOTES ofTO ~~Credit~~THE ~~Risk~~CONSOLIDATED FINANCIAL STATEMENTS

~~The~~AUGUST ~~Company maintains its cash in bank deposit accounts~~31, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash.2014

~~Property~~NOTE ~~and~~1 ~~Equipment~~- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Property~~Nature ~~and equipment are stated at cost. Depreciation and amortization are provided utilizing the straight-line method over the related asset’s estimated useful life~~ of ~~three years.~~Business

~~Maintenance~~Aja ~~and~~Cannafacturing, ~~repairs~~Inc. ~~are~~(“Aja” ~~charged~~or tothe ~~expense~~“Company”) asis ~~incurred;~~focusing ~~renewals~~on ~~and improvements that extend~~ the ~~useful~~breeding, ~~life of the assets are capitalized. Upon retirement or disposal~~cultivation, ~~the asset cost~~ and ~~the~~processing of ~~related~~raw ~~accumulated~~industrial ~~depreciation~~Cannabis ~~and~~materials ~~amortization~~for ~~are~~industry ~~eliminated~~specific ~~from~~applications ~~the~~such ~~respective accounts~~as building ~~and~~materials ~~a resulting gain or loss~~(Hempcrete), ~~if any~~automotive (biofuels), isplastics ~~included~~(healthcare) inand ~~the~~textiles ~~results of operations~~(fabrics).

~~Inventories~~The Company was formed as Step Out, Inc., a Nevada corporation on May 2, 2011. On July 18, 2011 Step Out issued 10,000,000 common shares to acquire 100% membership interest in SOI Nevada, LLC, a Nevada limited liability corporation from the sole shareholder. The membership interest was acquired at book value from the shareholder. SOI Nevada, LLC became a wholly-owned subsidiary of Step Out, Inc.

~~Inventories~~On ~~are~~September ~~stated~~19, at2012, the ~~lower~~Company entered into an Agreement of ~~cost~~Conveyance, orTransfer ~~market.~~and ~~Cost~~Assignment isof ~~determined~~Membership ~~using~~Interests and Assumption of Obligations (the ~~first-~~“Agreement”) with our sole officer and director, Sterling Hamilton. Pursuant to the Agreement, the Company transferred all membership interests in our operating subsidiary, ~~first-out~~SOI ~~method;~~Nevada, ~~market~~LLC, ~~value~~to isMr. ~~based~~Hamilton. ~~upon~~In exchange for ~~estimated~~this ~~replacement~~assignment ~~costs~~of membership interests, Mr. Hamilton agreed to assume and cancel all liabilities relating to our former business of developing a chain of flotation tank therapy spas. In addition, Mr. Hamilton agreed to release all liability under a promissory note due and owing to him in the amount of $2,000.

~~Allowance~~As ~~for~~a ~~doubtful~~result ~~accounts~~of the Agreement, the Company is no longer pursuing its former business plan. Under the direction of our newly appointed officers and directors, as set forth below, we intend to develop a business focused on the design, development, manufacturing and distribution of renewable-energy based portable and mobile electrical generators and power stations under our own brand name, IDS Solar TechnologiesÔ.

WeEffective ~~maintain~~October an12, ~~allowance~~2012, ~~for~~the ~~doubtful~~Board ~~accounts~~of ~~for~~Directors ~~estimated~~approved ~~losses~~a ~~that~~merger ~~result~~with ~~from~~our ~~the~~wholly-owned ~~failure~~subsidiary, orIDS ~~inability~~Acquisition, ofInc., ~~our~~pursuant ~~customers~~ to ~~make~~NRS ~~required payments~~92A.180. ~~When~~IDS ~~determining~~Acquisition ~~the~~was ~~allowance,~~incorporated wein ~~consider~~ the ~~probability~~state of ~~recoverability~~Nevada ~~of accounts receivable based~~ on ~~past~~September ~~experience~~25, 2012. ~~Accounts~~As ~~receivable~~part ~~may~~of ~~also~~the bemerger ~~fully~~with ~~reserved~~our ~~for~~wholly-owned subsidiary, ~~when~~our ~~specific~~board ~~collection~~authorized ~~issues~~a ~~are~~change ~~known~~in tothe ~~exist.~~name ~~The analysis~~ of ~~receivables~~the iscompany ~~performed~~to ~~quarterly,~~“IDS ~~and~~Solar” ~~the~~Technologies, ~~allowances are adjusted accordingly~~Inc.”

~~Fair~~Effective ~~Value~~February 7, 2013, the board of ~~Financial~~directors ~~Instruments~~approved a twelve for one forward split of the Company’s common stock. All shares throughout these financial statement and Form 10-Q have been retroactively restated to reflect the forward split.

~~For~~Effective ~~certain~~May ~~of the Company’s non-derivative financial instruments~~29, ~~including cash and cash equivalents~~2013, ~~receivables, prepaids, inventory, accounts payable, and other accrued liabilities,~~ the ~~carrying~~board ~~amount~~of ~~approximates~~directors ~~fair~~authorized ~~value~~a ~~due~~change toin the ~~short-term maturities~~name of ~~these~~the ~~instruments.~~company ~~The estimated fair value of long-term debt is based primarily on borrowing rates currently available~~ to ~~the~~“IDS ~~Company~~Industries, ~~for similar debt issues~~Inc. ~~The fair value approximates the carrying value of long-term debt.~~”

~~ASC~~On ~~Topic~~February ~~820~~6, ~~“Fair Value Measurements and Disclosures~~2014,” ~~requires disclosure of~~ the ~~fair~~board ~~value~~ of ~~financial~~directors ~~instruments held~~approved by the ~~Company.~~launch ~~ASC~~of ~~Topic~~Propel ~~825,~~Management ~~“Financial Instruments~~Group,” ~~defines~~Inc. ~~fair~~(PMG) ~~value, and establishes~~ a ~~three-level~~new ~~valuation hierarchy~~wholly ~~for~~owned ~~disclosures of fair value measurement that enhances disclosure requirements for fair value measures~~subsidiary. The ~~carrying amounts~~core ~~reported~~competency inof ~~the~~this ~~balance~~consulting ~~sheets~~service ~~for~~includes ~~receivables~~developing and ~~current~~implementing ~~liabilities~~Program ~~each~~Management ~~qualify~~in asproduct ~~financial instruments and are a~~development, ~~reasonable~~service ~~estimate~~industry, ofdistribution ~~their~~and ~~fair~~logistics. ~~values~~The ~~because~~addition of ~~the~~PMG ~~short~~has ~~period~~already ofproven ~~time~~to ~~between~~translate ~~the~~in-house ~~origination~~core ofcompetencies ~~such instruments and their~~in ~~expected~~to ~~realization~~additional ~~and~~revenue ~~their~~stream ~~current~~opportunities ~~market~~for ~~rate~~IDS ~~of interest~~Industries. ~~The three levels of valuation hierarchy are defined as follows:~~

·On March ~~Level~~10, 1.2014, ~~Observable~~the ~~inputs~~board ~~such~~of asdirectors ~~quoted~~approved ~~prices~~the inlaunch ~~active~~of ~~markets;~~Charge! Energy Storage, Inc. (Charge!) a new wholly owned subsidiary.

·Effective August ~~Level~~7, ~~2. Inputs~~2014, ~~other~~the ~~than~~board ~~the~~of ~~quoted~~directors ~~prices~~authorized a change in ~~active~~the ~~markets~~name of the company to “Aja Cannafacturing, ~~that~~Inc.” The ~~are~~new ~~observable~~name ~~either~~reflects ~~directly~~the ordirection ~~indirectly;~~and focus of the Company more accurately.

~~· Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.~~F-7

~~F-7~~Table of Contents

~~Table~~ Basis of ~~Contents~~Presentation

The ~~following~~accompanying ~~presents~~financial ~~the~~statements ~~gross~~have ~~value~~been prepared in accordance with accounting principles generally accepted in the United States of ~~assets~~America and ~~liabilities~~the ~~that~~rules ~~were~~of ~~measured~~the Securities and ~~recognized~~Exchange atCommission ~~fair~~("SEC"). ~~value,~~In asthe opinion of ~~August~~management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The Company has adopted an August 31, ~~2013~~year end.

		Level I				Level II				Level III				Fair Value
Derivative liability		$	—			$	148,870			$	—			$	148,870

Principles of Consolidation

~~Stock~~The consolidated financial statements include the accounts of Aja Cannafacturing, Inc. and its wholly-~~Based~~owned subsidiary Propel Management ~~Compensation~~Group, Inc. and Charge! Energy Storage, Inc. All significant intercompany accounts and transactions have been eliminated.

WeCash account for equity instruments issued in exchange for the receipt of goods or services from non-employees. Costs are measured at the fair market value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of the date on which there first exists a firm commitment for performance by the provider of goods or services or on the date performance is complete. The Company recognizes the fair value of the equity instruments issued that result in an asset or expense being recorded by the Company, in the same period(s) and inCash ~~the same manner, as if the Company has paid cash for the goods or services.~~Equivalents

The Company ~~accounts~~considers ~~for~~all ~~equity~~highly ~~based~~liquid ~~transactions~~investments with ~~non-employees~~maturities ~~under the provisions~~ of ~~ASC~~three ~~Topic~~months ~~No.~~or ~~505-50,~~less ~~“Equity-Based Payments~~ to ~~Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall~~ be ~~measured~~cash ~~at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable~~equivalents. ~~The~~There ~~fair~~were ~~value of common stock issued for payments to non-employees is measured~~no atcash ~~the~~equivalents market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as ~~if it was to pay cash for the goods or services instead~~ of paying with or using the equity instrument. During the current fiscal year, the Company issued 3,157,750 shares of common stock valued at $467,448 to non-employees. A total of $402,624 was expensed during fiscal year ended August 31, ~~2013,~~2014 and ~~$64,824 remains in prepaid consulting as of August 31,~~ 2013.

~~The~~Basic ~~Company~~Loss ~~accounts~~per for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation - Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. There has been no stock-based compensation issued to employees.Share

~~Income~~Basic ~~Taxes~~income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Potentially dilutive shares were excluded from the computation as of August 31, 2014 and 2013 since they would have been anti-dilutive.

~~Income~~Concentrations ~~taxes are computed using the asset and liability method~~ of ~~accounting.~~Credit Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carryforwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at August 31, 2013 and 2012.Risk

The Company ~~accounts~~maintains ~~for~~ its ~~income~~cash ~~taxes~~in ~~using~~bank ~~the~~deposit ~~Income~~accounts, ~~Tax~~the ~~topic~~balances of ~~the~~which ~~FASB~~at ~~ASC~~times ~~740,~~may ~~which~~exceed ~~requires~~federally ~~the~~insured ~~recognition~~limits. ofThe ~~deferred~~Company ~~tax~~continually ~~liabilities~~monitors ~~and~~its ~~assets~~banking ~~for~~relationships ~~expected~~and ~~future~~consequently ~~tax~~has ~~consequences~~not ofexperienced ~~events~~any ~~that~~losses ~~have been included~~ in ~~the~~such ~~financial statements or tax returns~~accounts. ~~Under~~ ~~this~~The ~~method,~~Company ~~deferred tax liabilities and assets are determined based on the difference between~~believes ~~the~~it ~~financial~~is ~~statement~~not ~~and~~exposed ~~tax~~to ~~bases~~any ofsignificant ~~assets~~credit ~~and~~risk ~~liabilities~~on ~~using enacted tax rates in effect for the year in which the differences are expected to reverse~~cash.

~~Revenue Recognition~~Inventories

~~Sales~~Inventories ~~of products and related costs of products sold~~ are ~~recognized~~stated ~~when~~at ~~(i)~~the ~~persuasive~~lower ~~evidence~~ of ancost ~~arrangement~~or ~~exists,~~market. ~~(ii)~~Cost ~~delivery has~~is ~~occurred,~~determined ~~(iii)~~using the ~~price is fixed or determinable~~first-in, ~~and~~first-out ~~(iv)~~method; ~~collectability~~market value is ~~reasonably~~based ~~assured. These terms are typically~~upon ~~met~~estimated ~~upon~~replacement ~~the prepayment or invoicing, and shipment of products~~costs.

~~Reclassification~~Allowance for Doubtful Accounts

~~Certain~~We ~~reclassifications~~maintain ~~have~~an ~~been~~allowance ~~made~~for todoubtful accounts for estimated losses that result from the ~~August~~failure ~~31,~~or ~~2012~~inability ~~financial~~of ~~information~~our customers to make ~~conform~~required topayments. When determining the ~~presentation~~allowance, ~~used~~we inconsider the ~~August~~probability of recoverability of accounts receivable based 31on past experience. Accounts receivable may also be fully reserved for when specific collection issues are known to exist. The analysis of receivables is performed quarterly, ~~2013~~and ~~financial~~the ~~statements~~allowances are adjusted accordingly.

~~F-8~~Fair Value of Financial Instruments

~~Table~~For certain of ~~Contents~~the Company’s non-derivative financial instruments, including cash and cash equivalents, receivables, prepaids, inventory, accounts payable, accrued liabilities, and notes payable, the carrying amount approximates fair value due to the short-term maturities of these instruments. The estimated fair value of long-term debt is based primarily on borrowing rates currently available to the Company for similar debt issues. The fair value approximates the carrying value of long-term debt.

~~Recent~~ASC ~~Accounting~~Topic ~~Pronouncements~~820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

~~In October~~· ~~2012,~~Level ~~the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, ''Technical Corrections and Improvements" in Accounting Standards Update No~~1. ~~2012-04.~~Observable ~~The~~inputs ~~amendments~~such inas ~~this~~quoted ~~update~~prices ~~cover a wide range of Topics~~ in ~~the~~active Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.markets;

~~In August~~· ~~2012,~~Level ~~the FASB issued ASU 2012-03, "Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No~~2. ~~114~~Inputs, ~~Technical~~other ~~Amendments~~than ~~Pursuant~~the toquoted ~~SEC~~prices ~~Release~~in ~~No.~~active ~~33-9250~~markets, ~~and~~that ~~Corrections Related~~are toobservable ~~FASB~~either ~~Accounting~~directly Standards Update 2010-22 (SEC Update)" in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or ~~results of operations.~~indirectly;

~~In July~~· ~~2012,~~Level ~~the FASB issued ASU 2012-02, "Intangibles -Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment" in Accounting Standards Update No~~3. ~~2012-02.~~Unobservable ~~This~~inputs update amends ASU 2011-08, Intangibles -Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in ~~accordance~~which ~~with~~there Subtopic 350-30, Intangibles, Goodwill and Other General Intangibles, other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is ~~permitted,~~little ~~including~~or ~~for~~no ~~annual~~market ~~and interim impairment tests performed as of a date before July 27~~data, ~~2012,~~which ifrequire athe ~~public~~reporting entity's financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to ~~have~~develop aits ~~material~~own ~~impact on our financial position or results of operations~~assumptions.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued, that might have a material impact on its financial position or results of operations. F-8

~~NOTE 2~~Table –of ~~PROPERTY AND EQUIPMENT~~Contents

~~Property~~The ~~and~~following ~~equipment~~presents ~~consisted~~the gross value of ~~the~~assets ~~following~~and ~~August~~liabilities that were measured and recognized at fair value, as of August 31:, 2014 and 2013.

		2013			2012
	Level I			Level II			Level III		Total
Property and equipment		$	—		$	10,080
Derivative liability
Less: accumulated depreciation			—			—
August 31, 2014	$	—		$	558,194		$	—	$	558,194
Property and equipment, net		$	—		$	10,080
August 31, 2013	$	—		$	148,870		$	—	$	148,870

NoStock-Based depreciation expense was taken for the year ended August 31, 2012 or thereafter, as the asset acquired had not yet been placed into service. The asset as of August 31, 2012 was owned by the Company’s prior subsidiary, SOI Nevada, LLC, of which full ownership was transferred to the sole officer and director on September 19, 2012; therefore, the asset is no longer owned by the company.Compensation

FThe Company accounts for equity based transactions with non-9employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes the fair value of the equity instruments issued as deferred stock compensation and amortizes the cost over the term of the contract. During the year ended August 31, 2013, the Company issued 3,157,750 shares of common stock valued at $467,448 to non-employees. During the year ended August 31, 2014, the Company issued 8,120,000 shares of common stock valued at $174,633 to non-employees. As of August 31, 2014, $75,955 remains in deferred stock compensation expense.

~~Table~~The Company accounts for employee stock-based compensation in accordance with the guidance of ~~Contents~~FASB ASC Topic 718, Compensation - Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. During the year ended August 31, 2014, the Company issued 6,500,000 shares of common stock valued at $81,250 to its CEO.

~~NOTE~~Income ~~3 – NOTE RECEIVABLE~~Taxes

OnIncome ~~August~~taxes ~~15,~~are ~~2013,~~computed using the ~~Company~~asset ~~executed~~and aliability ~~Note~~method ~~Receivable~~of ~~for~~accounting. ~~$77~~Under the asset and liability method,~~307~~ ~~for~~a ~~funds~~deferred ~~that~~tax itasset or ~~has~~liability ~~advanced~~is ~~over~~recognized ~~the~~for ~~past~~estimated ~~year~~future totax ~~another company~~effects ~~owned~~attributable byto ~~the~~temporary ~~former~~differences ~~CEO~~and carry-forwards. The ~~note~~measurement of ~~bears~~deferred ~~interest~~income attax 8%assets ~~and~~is ~~matures~~adjusted inby ~~ninety~~a ~~days.~~valuation Asallowance, ofif ~~August 31~~necessary, ~~2013,~~to ~~the~~recognize ~~note~~future ~~has accrued~~tax ~~$2,612~~benefits inonly ~~interest.~~to ~~Collection~~the extent, based on ~~the~~available ~~note~~evidence; it is ~~currently~~more ~~past~~likely ~~due~~than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at August 31, 2014 and 2013.

~~NOTE~~The Company accounts for its income taxes using the Income Tax topic of 4the –FASB ~~PREPAIDS~~ASC ~~AND~~740, ~~OTHER~~which ~~CURRENT~~requires ~~ASSETS~~the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

~~Prepaids~~Revenue ~~and other current assets consisted of the following at August 31, 2013:~~Recognition

	August 31, 2013
Prepaid consulting	$	64,824
Unamortized original issue discount		6,762
Deferred financing costs		8,610
Total prepaids and other current assets	$	80,196

Sales of products or services and related costs of products or services sold are recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing, and shipment of products.

~~NOTE~~Recent 5Accounting ~~– NOTES PAYABLE~~Pronouncements

OnThe ~~September~~Company ~~30,~~has ~~2012,~~implemented ~~the~~all ~~Company~~new ~~executed~~accounting apronouncements ~~promissory~~that ~~note~~are ~~with~~in aneffect. These ~~individual~~pronouncements ~~for~~did ~~$1,900.~~not ~~The~~have ~~note~~any ~~bears~~material impact ~~interest~~on atthe ~~10%~~financial statements unless otherwise disclosed, and ~~was due~~the onCompany ordoes ~~before~~not ~~December~~believe ~~29,~~that ~~2012.~~there ~~This~~are ~~note~~any ~~and~~other ~~all~~new ~~accrued~~accounting pronouncements ~~interest~~that ~~has~~have been ~~repaid~~issued, inthat ~~full~~might have a material impact on its financial position or results of operations.

On October 12, 2012, the Company executed a promissory note with Argent Offset, LLC for $20,000. The note bears interest at 18% and was due on or before January 10, 2013. On February 27, 2013, a new convertible promissory note was executed for $33,850. The note bears interest at 18% compounded monthly and is due August 26, 2013. The new note amends and replaces in its entirety the note dated October 12, 2012. Pursuant to the terms of the note, it is convertible into shares of the Company’s common stock at the option of the holder at any time in whole or in part at a conversion rate of $0.11. On the commitment date, management evaluated the conversion feature with respect to the benefit of the holder and determined the value of the conversion feature to be $18,464. This amount has been recorded as a discount against the outstanding balance of the note. The discount was amortized to interest expense over the life of the debt using the effective interest method. Interest charged to operations relating to the amortization of the debt discount for the year ended August 31, 2013 amounted to $18,464. In addition, the note included one warrant giving the holder the right to purchase 50,000 shares of common stock at a price of $0.20 per share for a period of three years. As required by ASC 470F-20 the Company valued the warrant and recorded a debt discount to additional paid in capital in the amount of $3,690 based on the discount to market available at the time of issuance. The discount was to be amortized over the life of the loan to interest expense. As of August 31, 2013, $3,690 has been amortized to interest expense. As of August 31, 2013, the note has accrued interest of $1,641. On November 26, 2013, an agreement of temporary forbearance was executed in which for a $1,000 fee the lender agreed to waive any default until December 15, 2013.9

~~On December~~Table 3, 2012, the Company executed a convertible promissory note with Steven J. Caspi (“Caspi”) for $125,000. The note bears interest at 5% and was due on or before November 30, 2013. Pursuant to the terms of the note, it is convertible into shares of the Company’s common stock at the option of the holder at any time in whole or in part at a conversion rate of $1.25. On the commitment date, management evaluated the conversion feature with respect to the benefit of the holder and determined the value of the conversion feature to be $60,000. This amount has been recorded as a discount against the outstanding balance of the note. The discount is being amortized to interest expense over the life of the debt using the effective interest method. Interest charged to operations relating to the amortization of the debt discount for the year ended August 31, 2013 amounted to $44,712. The note also issued one warrant giving the holder the right to purchase 15,625 shares of common stock at a price of $2.00 per share for a period of five years. As required by ASC 470-20 the Company recorded a debt discount to additional paid in capital in the amount of $16,455 based on the discount to market available at the time of issuance. The discount is to be amortized over the life of the loan to interest expense. As of August 31, 2013, $12,263 has been amortized to interest expense. As of August 31, 2013, this note is still outstanding and has accrued interest of $4,766. The note is shown net of a debt discount of $19,480 at August 31, 2013 This note is currently in default with the parties renegotiating the terms of repayment.Contents

OnNOTE ~~March~~2 ~~20,~~– ~~2013,~~PREPAIDS ~~the~~AND ~~Company~~OTHER ~~executed~~CURRENT a convertible promissory note for $32,500 with an investor. The note bears interest at 8% per annum and is due on or before December 26, 2013. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. As of August 31, 2013 this note is still outstanding and has accrued interest of $1,168.ASSETS

OnPrepaid ~~April~~expenses ~~4, 2013, the Company executed a convertible promissory note for $15,500 with an investor. The note bears interest at 8% per annum~~ and isother ~~due~~current onassets orconsisted ~~before~~of ~~January 8, 2014. The note is convertible at a 49% discount any time during~~ the ~~period beginning 180 days~~ following ~~the date of the note. As of August 31, 2013 this note is still outstanding and has accrued interest of $506.~~at:

F-10

	August 31, 2014		August 31, 2013
Prepaid consulting	$	75,955	$	64,824
Other assets		5,319		—
Unamortized original issue discount		7,344		6,762
Deferred financing costs		253		8,610
Total prepaid expenses and other current assets	$	88,871	$	80,196

~~Table~~NOTE 3 of– ~~Contents~~CONVERTIBLE NOTES PAYABLE

On ~~June~~October 312, ~~2013~~2012, the Company executed a ~~convertible~~ promissory note ~~for~~with ~~$32~~Argent Offset,~~500~~ ~~with~~LLC anfor ~~investor~~$20,000. The note bears interest at 818% ~~per annum~~ and was is due on or before ~~December~~January 10, 2013. On February 27, 2013, a new convertible promissory note was executed for $33,850. The note bears interest at 18% compounded monthly and is due August 26, 2013. The new note amends and replaces in its entirety the note dated October 12, 2012. Pursuant to the terms of the note, it is convertible into shares of the Company’s common stock at the aoption ~~49%~~of ~~discount~~the holder at any time ~~during~~in ~~the~~whole ~~period~~or ~~beginning~~in ~~180~~part ~~days~~at ~~following~~a conversion rate of $0.11. On the commitment date, management evaluated the conversion feature with respect to the benefit of the holder and determined the value of the conversion feature to be $18,464. This amount has been recorded as a discount against the outstanding balance of the note. AsThe discount was amortized to interest expense over the life of the debt using the effective interest method. Interest charged to operations relating to the amortization of the debt discount for the year ended August 31, 2013 ~~this~~amounted to $18,464. In addition, the note isincluded ~~still~~one ~~outstanding~~warrant giving the holder the right to purchase 50,000 shares of common stock at a price of $0.20 per share for a period of three years. As required by ASC 470-20 the Company valued the warrant and recorded a debt discount to additional paid in capital in the amount of $3,690 based on the discount to market available at the time of issuance. The discount was to be amortized over the life of the loan to interest expense. As of August 31, 2013, $3,690 has ~~accrued~~been amortized to interest expense. On November 26, 2013, an agreement of temporary forbearance was executed in which for a $~~637~~1,000 fee the lender agreed to waive any default until December 15, 2013. On January 10, 2014, another agreement of temporary forbearance was executed in which for a $500 fee the lender agreed to waive any default until March 20, 2014. On February 24, 2014, $2,500 was repaid on the note and on February 20, 2014, $20,000 of the principal was converted into 2,857,143 shares of common stock at $.007 per share which resulted in a loss on conversion of debt of $18,571. On March 10, 2014 the remaining principal and interest totaling $21,923 was converted into 3,131,792 shares of common stock at $.0632 per share which resulted in a loss on conversion of debt of $176,006.

On ~~August~~December 53, ~~2013~~2012, the Company executed a convertible promissory note ~~for~~with ~~$32,500~~Steven ~~with~~J. anCaspi ~~investor~~(“Caspi”) for $125,000. The note bears interest at 85% ~~per annum~~ and iswas due on or before ~~December~~November 2630, 2013. ~~The~~Pursuant to the terms of the note, it is convertible into shares of the Company’s common stock at the option of the holder at any time in whole or in part at a ~~49%~~conversion rate of $1.25. On the commitment date, management evaluated the conversion feature with respect to the benefit of the holder and determined the value of the conversion feature to be $60,000. This amount has been recorded as a discount ~~any~~against the outstanding balance ~~time~~of ~~during~~the note. The discount is being amortized to interest expense over the life of the debt using the effective interest method. The note also issued one warrant giving the holder the right to purchase 15,625 shares of common stock at a price of $2.00 per share for a period ~~beginning~~of ~~180~~five ~~days~~years. ~~following~~As required by ASC 470-20 the Company recorded a debt discount to additional paid in capital in the amount of $16,455 based on the discount to market available at the time of issuance. The discount has been fully amortized to interest expense. On March 10, 2014, the Company executed a forbearance agreement with the lender modifying the terms of the original agreement. Per the new agreement the conversion price was changed to $0.005 per share and the due date was extended to November 30, 2014. As a result of the new conversion price the Company recorded an additional debt discount of $48,539. The additional discount will be amortized over the remaining term of the note. AsOn March 21, 2014, $25,000 of ~~August~~the 31note was converted into 5,000,000 shares ~~2013~~of ~~this~~common stock. The note is ~~still~~shown ~~outstanding~~ net of a debt discount of $10,094 and the note has accrued interest of $~~192~~9,166.

~~On June 15, 2013, the Company executed a promissory note for $15,000 with a shareholder. The note bears interest at~~ F-10~~% and was due within ninety days. As of August 31, 2013 this note was still outstanding and has subsequently become past due. Accrued interest as of August 31, 2013 is $312.~~

~~On June~~Table ~~12, 2013, the Company executed a promissory note for $15,000. The loan was due August 12, 2013. The note does not bear interest but its principal balance includes a loan fee~~ of ~~$5,000. Subsequent to August 31, 2013, the loan was extended with no specific terms of repayment.~~Contents

On ~~June~~March 1920, 2013, the Company executed a ~~Convertible~~convertible ~~Promissory~~promissory ~~Note (the “~~note”) for $32,500 with ~~JMJ~~Asher ~~Financial~~Enterprises, ~~(“JMJ”)~~Inc. The note bears interest at 8% per annum and is due on or before December 26, 2013. The ~~nominal~~note ~~principal~~is ~~sum~~convertible at a 49% discount any time during the period beginning 180 days following the date of the ~~Note~~note. isThe Company recorded a debt discount in the amount of $~~300~~32,~~000,~~500 in connection with anthe ~~original~~initial ~~issue~~valuation ~~discount~~ of ~~ten~~the ~~percent~~beneficial ~~(10%).~~conversion ~~The~~feature of the note ~~matures one~~to ~~year~~be ~~from~~amortized utilizing the effective ~~date~~interest method of ~~each~~accretion ~~payment,~~over ~~which~~the ~~are~~term ~~made~~of atthe note. Further, the ~~sole~~Company ~~discretion~~recognized an initial derivative liability of ~~JMJ~~$49,939 based on the Black Scholes Merton pricing model. ~~The~~During ~~Note~~the isyear ~~convertible~~ended ~~into~~August ~~common stock~~31, in2014, ~~whole~~the ortotal inprincipal ~~part~~of at$32,500 aand ~~variable~~accrued ~~conversion~~interest of ~~price~~$1,300 ~~equal~~was toconverted into 6,143,590 shares of common stock. As a ~~60%~~result ~~discount~~of tothe conversion $8,125 of the ~~lowest~~remaining ~~trade~~debt ~~price~~discount was inexpensed and the ~~twenty~~company ~~five trading~~recognized ~~days~~a ~~prior~~gain toon ~~conversion~~derivative liability of $35,600.

~~The~~On ~~Company~~April ~~received~~4, ~~its~~2013, ~~first~~the ~~payment~~Company ~~from~~executed ~~JMJ~~a ~~towards~~convertible ~~the~~promissory ~~loan~~note offor $5515,~~000~~500 with Asher Enterprises, Inc. The note bears interest at 8% per annum and is due on ~~June~~or 19before January 8, ~~2013~~2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. The Company recorded a debt discount in the amount of $6015,500 ~~(payment plus 10% original discount)~~ in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company recognized aan initial derivative liability of $7521,~~507~~610 based on the Black Scholes Merton pricing model. ~~using~~ During the ~~following~~year ~~attributes:~~ended August 31, 2014, the total principal of $15,500 and accrued interest of $620 was converted into 3,526,087 shares of common stock.~~13%~~ ~~risk~~As ~~free~~a ~~rate~~result of the conversion $6,045 ~~134%~~of ~~volatility~~the remaining debt discount was expensed and the Company recognized a ~~one~~gain ~~year~~on ~~term~~derivative toliability ~~maturity~~of $17,286.

AsOn ofJune ~~August 31~~3, 2013, the Company executed a convertible promissory note for $1232,~~266~~500 ofwith ~~the~~Asher ~~discount~~Enterprises, ~~has~~Inc. ~~been~~The ~~amortized~~note tobears interest at ~~expense.~~8% Inper ~~addition~~annum and is due on or before March 5, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. The Company ~~fair~~recorded ~~valued~~a debt discount in the ~~derivative at~~amount of $~~102~~32,~~245~~500 ~~resulting~~ in aconnection ~~loss~~with onthe initial valuation of the ~~change~~beneficial inconversion ~~fair~~feature ~~value~~of the note to be amortized utilizing the interest method of accretion over the ~~derivative~~term of the note. ~~Accrued~~Further, ~~interest~~the ~~totaled~~Company recognized an initial derivative liability of $134,~~452~~945 ~~due~~based toon athe ~~onetime~~Black Scholes ~~12%~~Merton ~~interest~~pricing ~~charge~~model. ~~incurred~~During ifthe year ended August 31, 2014, the ~~loan~~total principal of $32,500 and accrued interest of $1,300 was converted ~~not~~into ~~repaid~~7,347,826 ~~within~~shares ~~ninety~~of ~~days~~common stock. ~~The~~As ~~note~~a isresult ~~shown~~of ~~net~~the conversion $2,865 of athe remaining debt discount ofwas ~~$48,234~~expensed atand ~~August~~the ~~31,~~Company ~~2013~~recognized a gain on derivative liability of $78,028.

~~The~~On June 15, 2013, the Company ~~received~~executed ~~its~~a ~~second~~promissory ~~payment~~note ~~from~~for ~~JMJ~~$15,000 ~~towards~~with a shareholder. The note bears interest at 10% and was due within ninety days. On October 15, 2014, the original $15,000, accrued interest of $600 and an additional cash loan of $258,~~000~~755 was onrolled ~~August~~into 14a new convertible promissory note for $24,355. ~~2013~~The new note bears interest at 10% per annum and is convertible at a 49% discount of the VWAP occurring during the ten days preceding the conversion date. The Company recorded a debt discount in the amount of $2724,~~500~~355 ~~(payment plus 10% original discount)~~ in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $6235,~~569~~664 based on the Black Scholes Merton pricing model using the following attributes: .1268% risk free rate, ~~144~~258% volatility and a ~~one~~three year term to maturity. As of August 31, 2014, $7,117 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $20,506 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $17,238 at August 31, 2014 as accrued interest of $2,090.

AsOn ofJune ~~August 31~~19, 2013, ~~$1,356~~the ofCompany ~~the~~executed ~~discount~~a ~~has~~Convertible ~~been~~Promissory ~~amortized~~Note to(the ~~interest~~“note”) ~~expense.~~with InJMJ ~~addition,~~Financial ~~the~~(“JMJ”). The ~~Company~~nominal ~~fair~~principal ~~valued~~sum of the ~~derivative at~~Note is $46300,~~625~~000, ~~resulting~~with inan aoriginal ~~gain~~issue ondiscount ~~the~~of ~~change~~ten inpercent ~~fair~~(10%). ~~value~~The ofnote matures one year from the ~~derivative.~~effective ~~Accrued~~date ~~interest~~of ~~totaled~~each ~~$163~~payment, ~~due~~which tois amade ~~onetime~~at ~~12% interest~~the ~~charge~~sole ~~incurred~~discretion ifof ~~the~~JMJ. ~~loan~~The ~~was~~Note ~~not~~is ~~repaid~~convertible ~~within~~into ~~ninety~~common stock ~~days.~~in ~~The~~whole ~~note~~or isin ~~shown~~part ~~net~~at ofa variable conversion price equal to a ~~debt~~40% discount ofto ~~$26,144~~the atlowest trade price in the twenty five ~~August~~trading ~~31,~~days ~~2013~~prior to conversion.

F-On June 19, 2013, the Company received its first payment on the original JMJ financial convertible promissory note dated June 19, 2013 of $60,500, including a $5,500 original issue discount. The Company recorded a debt discount in the amount of $60,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $75,507 based on the Black Scholes Merton pricing model using the following attributes: .13% risk free rate, 134% volatility and a one year term to maturity. During the six months ended February 28, 2014, principal of $11,351 and accrued interest of $7,944 was converted into 4,200,000 shares of common stock. As a result of the conversion $3,452 of the debt discount was accelerated and expensed. On March 19, 2014, the remaining principal of $20,900 was converted into 3,800,000 shares of common stock. As a result of the conversion the remaining $14,614 of debt discount was expensed to interest expense and the Company recognized a gain on derivative liability of $241,878.

~~Table~~On August 5, 2013, the Company executed a convertible promissory note for $32,500 with Asher Enterprises, Inc. The note bears interest at 8% per annum and is due on or before May 7, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of ~~Contents~~the note. During March 2014 the principal of $32,500 and $1,300 of accrued interest was converted into 6,830,508 shares of common stock. As a result of the conversion the remaining $23,400 of debt discount was expensed to interest expense and the Company recognized a gain on derivative liability of $138,269.

~~A summary of the status of the Company’s debt discounts, derivative liabilities and original issue discounts, and changes during the periods is presented below:~~F-11

Debt Discount	August 31, 2012		Additions		Amortization		August 31, 2013
Caspi	$	—	$	76,455	$	56,975	$	19,480
Argent		—		22,154		22,154		—
JMJ – 6/19/13		—		60,500		12,266		48,234
JMJ – 8/14/13		—		27,500		1,356		26,144
	$	—	$	186,609	$	92,751	$	93,858

Table of Contents

Derivative Liabilities	August 31, 2012		Initial Valuation		Reevaluation on 8/31/2013		(Gain) Loss on Derivative
JMJ – 6/19/13	$	—	$	75,507	$	102,245	$	26,738
JMJ – 8/14/13		—		62,569		46,625		(15,944	)
	$	—	$	138,076	$	148,870	$	10,794

On August 14, 2013, the Company received its second payment on the original JMJ financial convertible promissory note dated June 19, 2013 of $27,500, including a $2,500 original issue discount. The Company recorded a debt discount in the amount of $27,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $62,569 based on the Black Scholes Merton pricing model using the following attributes: .12% risk free rate, 144% volatility and a one year term to maturity. During the year ended August 31, 2014 the principal of $27,500 and $3,611 of accrued interest was converted into 7,000,000 shares of common stock. As a result of the conversion the remaining $6,932 of debt discount was expensed to interest expense and the Company recognized a gain on derivative liability of $126,070.

Original Issue Discount	August 31, 2012		Additions		Amortization		August 31, 2013
JMJ – 6/19/13	$	—	$	5,500	$	1,115	$	4,385
JMJ – 8/14/13		—		2,500		123		2,377
	$	—	$	8,000	$	1,238	$	6,762

On September 16, 2013, the Company executed a convertible promissory note for $10,000 with Robert Hendrickson. The note bears interest at 10% per annum and is due on or before September 15, 2014. The Note is convertible into common stock in whole or in part at a variable conversion price equal to a 49% discount to the VWAP price for the ten trading days prior to conversion. The Company recorded a debt discount in the amount of $10,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $18,300 based on the Black Scholes Merton pricing model. On March 10, 2014, the original note of $10,000 plus a $1,000 OID was purchased by GCEF Opportunity Fund, LLC.

~~NOTE~~On 6September –30, ~~STOCK~~2013, ~~WARRANTS~~the Company received its third payment on the original JMJ financial convertible promissory note dated June 19, 2013 of $27,500, including a $2,500 original issue discount. The Company recorded a debt discount in the amount of $27,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $70,390 based on the Black Scholes Merton pricing model using the following attributes: .10% risk free rate, 261% volatility and a one year term to maturity. On June 5, 2014, $20,250 of principal was converted into 4,500,000 shares of common stock. As of August 31, 2014; $25,316 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $19,877 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $2,184 at August 31, 2014.

AOn ~~summary~~January 22, 2014, we obtained short term financing from Finiks Capital, LLC under a Promissory Note in the amount of $100,000 (the ~~status~~“Note”). The Note features an original issue discount of ten percent (10%) and has a face amount of $100,000. We will initially receive $20,000 from the ~~Company~~Lender and will receive additional funds at the Lender’s ~~outstanding~~sole ~~stock~~discretion. ~~and~~The Note ~~changes~~accrues ~~during~~no interest if the ~~periods~~principal sum due is ~~presented~~repaid ~~below~~within ninety days. The Note incurs interest one time at a rate of ten percent (10%) on the principal sum due, with all principal and interest due in full on the maturity date of one hundred eighty days from the date of issue. At any time, the Note may be converted, in whole or in part at the option of the holder, at a price per share of fifty-one percent (51%) of the average of the three lowest bid side prices in the ten trading days previous to the conversion. The Company recorded a debt discount in the amount of $22,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $34,965 based on the Black Scholes Merton pricing model using the following attributes: .13% risk free rate, 134% volatility and a six month term to maturity. On July 18, 2014, the total principal of $22,000 and accrued interest of $2,200 was converted into 5,176,471 shares of common stock. As a result of the conversion $6,112 of the remaining debt discount was expensed and the Company recognized a gain on derivative liability of $40,583.

	Shares available to purchase with warrants		Weighted Average Price		Weighted Average Fair Value
Outstanding, August 31, 2012		—	$	—	$	—
Issued		65,625		0.63		0.23
Exercised		—		—		—
Forfeited		—		—		—
Expired		—		—		—
Outstanding, August 31, 2013		65,625	$	0.63	$	0.23
Exercisable, August 31, 2013		65,625	$	0.63	$	0.23

On February 4, 2014, we obtained short term financing from GCEF Opportunity Fund, LLC under a Promissory Note in the amount of $33,000. The Note features an original issue discount of ten percent (10%) and we will therefore receive $30,000 in actual funding. The Note is due within forty-five days, with an additional fifteen day grace period. As an additional loan fee, we have agreed to issue the Lender 2,000,000 shares of our common stock. These shares were valued at $0.0188, the closing market price on the day of issuance for total non-cash expense of $37,600. If the Note is not repaid by the maturity date, it shall be converted into 3,465,000 shares of our common stock, representing conversion of the principal, the original issue discount, and an interest at the rate of fifteen percent (15%) into common stock at a price of $0.01 per share. On March 31, 2014, $15,000 was repaid on the note. On June 3, 2014, the remaining principal of $18,000 and accrued interest of $1,650 was converted into 3,930,000 shares of common stock.

Range of Exercise Prices				Number Outstanding at 8/31/13				Weighted Average Remaining Contractual Life				Weighted Average Exercise Price
	$0.20 - $2.00				65,625				2.9 years			$	0.63

On February 26, 2014, The Company received an additional $20,000 from Finiks Capital. The Company recorded a debt discount in the amount of $22,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $47,295 based on the Black Scholes Merton pricing model using the following attributes: .08% risk free rate, 212% volatility and a six month term to maturity. On July 22, 2014, the total principal of $22,000 and accrued interest of $2,200 was converted into 5,176,471 shares of common stock. As a result of the conversion $10,512 of the remaining debt discount was expensed and the Company recognized a gain on derivative liability of $33,247.

~~F-12~~On February 27, 2014, the Company executed a convertible promissory note for $73,000 with Asher Enterprises, Inc. The note bears interest at 8% per annum and is due on or before December 3, 2014. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. The Company recorded a debt discount in the amount of $73,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. Further, the Company recognized an initial derivative liability of $118,582 based on the Black Scholes Merton pricing model. As of August 31, 2014, the Company fair valued the derivative at $91,120 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $70,080 at August 31, 2014 and has accrued interest of $2,848.

~~Table of Contents~~F-12

~~NOTE 7~~Table -of ~~RELATED PARTY TRANSACTIONS~~Contents

~~During~~On ~~the~~March ~~period~~19, ~~ended~~2014, ~~August~~the ~~31,~~Company ~~2012~~executed a ~~Director~~convertible ~~made~~promissory ~~advances~~note tofor ~~the~~$53,000 ~~company~~with ~~totaling~~KBM $2Worldwide,~~000~~ Inc. ~~These~~The ~~advances~~note ~~bear~~bears interest at 68% per annum and ~~were~~ is due ~~October~~on 4or before December 26, ~~2013~~2014. ~~Interest~~The note is convertible at a 49% discount any time during the period beginning 180 days following the date of ~~$110~~the ~~was~~note. ~~accrued~~Accrued interest on the note as of August 31, ~~2012~~2014 is $1,870.

On ~~September~~May 1920, ~~2012~~2014, the Company ~~entered~~executed ~~into~~a anconvertible ~~Agreement~~promissory ofnote ~~Conveyance~~for $53,000 ~~Transfer and Assignment of Membership Interests and Assumption of Obligations (the “Agreement”)~~ with ~~our~~KBM ~~former sole officer and director~~Worldwide, ~~Sterling Hamilton~~Inc. ~~Pursuant~~The tonote ~~the~~bears ~~Agreement,~~interest ~~the~~at ~~Company~~8% ~~transferred~~per ~~all~~annum ~~membership~~and ~~interests~~is indue ~~our~~on ~~operating~~or ~~subsidiary,~~before ~~SOI~~February ~~Nevada~~23, ~~LLC, to Mr~~2015. ~~Hamilton.~~The Innote ~~exchange~~is ~~for this~~convertible ~~assignment~~at ofa ~~membership~~49% ~~interests,~~discount ~~Mr.~~any ~~Hamilton~~time ~~agreed~~during tothe ~~assume~~period beginning ~~and~~180 ~~cancel~~days ~~all~~following ~~liabilities~~the ~~relating~~date ~~to our former business~~ of ~~developing~~the ~~a chain of flotation tank therapy spas~~note. InAccrued ~~addition,~~interest ~~Mr.~~on ~~Hamilton~~the ~~agreed to release all liability under a promissory~~ note ~~due~~as ~~and~~of ~~owing~~August to31, ~~him~~2014 inis ~~the amount of~~ $21,~~000~~429.

~~Also~~On April 17, 2014, the Company received its fourth payment on ~~September~~the original JMJ financial convertible promissory note dated June 19, 2013 ~~2012~~of $44,000, Mrincluding a $4,000 original issue discount. ~~Hamilton~~The ~~agreed~~Company torecorded ~~transfer~~a ~~583~~debt discount in the amount of $44,~~333~~000 (payment plus 10% original discount) in connection with the initial valuation of ~~his~~the ~~shares~~beneficial conversion feature of ~~common~~the ~~stock~~note to abe ~~group~~amortized utilizing the effective interest method of ~~four~~accretion ~~purchasers~~over ~~for a~~the ~~total~~term ~~purchase~~of ~~price~~the note. Further, the Company recognized a derivative liability of $20104,~~000.~~127 ~~The~~based ~~source~~on ofthe Black Scholes Merton pricing model using the ~~consideration~~following ~~paid~~attributes: .11% risk free rate, 214% volatility and a one year term to Mrmaturity. ~~Hamilton~~As ~~was~~of ~~the~~August ~~existing~~31, ~~funds~~2014; $16,394 of the ~~purchasers. The~~debt ~~sale~~discount ofhas ~~these~~been ~~shares~~amortized ~~was~~to ~~exempt~~interest ~~from~~expense. ~~registration~~In addition, ~~under~~the ~~Section~~Company ~~4(2)~~fair ofvalued the ~~Securities~~derivative ~~Act.~~at ~~Also~~$60,776 resulting in ~~connection~~a ~~with~~gain on the ~~sale of~~change ~~these~~in ~~shares,~~fair Mrvalue of the derivative. The ~~Hamilton~~note ~~cancelled~~is ~~9,416,667~~shown net of ~~his~~a ~~shares~~debt ~~and~~discount ~~returned~~of ~~them~~$27,606 toat ~~treasury~~August 31, 2014.

On ~~May~~March 85, ~~2013~~2014, the Company ~~issued~~executed 99a Convertible Promissory Note (the “note”) with Black Mountain Equities,~~996~~ ~~shares~~Inc. (“Black Mountain”). The nominal principal sum of the Note is $250,000, with an original issue discount of ten percent (10%). The note matures one year from the effective date of each payment, which is made at the sole discretion of Black Mountain. The Note is convertible into common stock in whole or in part at a variable conversion price equal to the lessor of $0.025 or a 60% discount to the lowest trade price in the twenty five trading days prior to conversion. The Company received its ~~CFO,~~first ~~for~~payment towards ~~services~~the loan of $25,000. The ~~shares~~Company ~~were~~recorded ~~valued~~a ~~using~~debt discount in the ~~closing~~amount of $27,500 (payment plus 10% original discount) ~~stock~~in ~~price~~connection onwith the ~~day~~initial valuation of ~~issuance~~the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $0110,515 based on the Black Scholes Merton pricing model using the following attributes: .~~093~~13% risk free rate, ~~for~~193% volatility and a ~~total~~one year term to maturity. As of August 31, 2014, $13,487 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $33,509 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $914,~~250~~013 at August 31, 2014.

~~Notes~~On ~~Payable~~August 18, 2014, the Company executed a convertible promissory note for $53,000 with KBM Worldwide, Inc. The note bears interest at 8% per annum and is due on or before May 20, 2015. The note is convertible at a 49% discount any time during the period beginning 180 days following the date of the note. Accrued interest on the note as of August 31, 2014 is $46.

~~During~~On ~~the~~July ~~year ended August 31~~11, ~~2013~~2014, the Company’s ~~former CEO, Bruce Knoblich and the Company~~ executed a convertible promissory note for $~~289~~31,~~998~~500 with LG Capital Funding, LLC. The note bears interest at 58% per annum and is due ~~within~~on ~~one~~or ~~year.~~before AsJuly ~~of August 31~~11, ~~2013~~2015. ~~this~~The note is ~~still~~convertible ~~outstanding~~at ~~and~~a ~~has~~45% discount any time during the period beginning ~~accrued~~180 days following the date of the note. Accrued interest on the note as of $7August 31,~~569~~ 2014 is $359.

On June 1524, ~~2013~~2014, the Company ~~executed~~received aits fifth payment on the original JMJ financial convertible promissory note ~~for~~dated June 19, 2013 of $1544,000, ~~with~~including a ~~shareholder~~$4,000 original issue discount. The Company recorded a debt discount in the amount of $44,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note ~~bears~~to be amortized utilizing the effective interest atmethod 10of accretion over the term of the note. Further, the Company recognized a derivative liability of $66,010 based on the Black Scholes Merton pricing model using the following attributes: .11% ~~and~~risk isfree ~~due~~rate, 214% volatility ~~within~~and ~~ninety~~a ~~days~~one year term to maturity. As of August 31, ~~2013~~2014, ~~this~~$11,090 ~~note~~of isthe ~~still~~debt ~~outstanding and~~discount has ~~accrued~~been amortized to interest expense. In addition, the Company fair valued the derivative at $63,221 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $~~312~~32,910 at August 31, 2014.

~~NOTE 8~~ F- ~~COMMON STOCK~~13

~~The Company~~Table ~~has 10,000,000 preferred shares authorized at par value~~ of ~~$0.001 per share and has 90,000,000 common shares authorized at a par value of $0.001 per share.~~Contents

OnA ~~February~~summary ~~25,~~of ~~2012,~~the status of the Company’s ~~issued~~debt 24discounts,~~000,000~~ ~~common~~derivative ~~shares~~liabilities ~~for~~and ~~cash~~original ofissue ~~$20~~discounts,~~000.~~ and changes during the periods is presented below:

On September 19, 2012, Mr. Hamilton, the Company’s former CEO and Director, cancelled 113,000,004 of his shares and returned them to treasury.

Debt Discount	August 31, 2013		Additions		Amortization			August 31, 2014
Asher – 3/20/13	$	—	$	32,500		(32,500	)	$	—
Asher – 4/4/13		—		15,500		(15,500	)		—
Asher – 6/3/13		—		32,500		(32,500	)		—
Asher – 8/5/13		—		32,500		(32,500	)		—
Asher – 2/27/14		—		73,000		(2,920	)		70,080
Black Mountain – 3/5/14		—		27,500		(13,487	)		14,013
Caspi		19,480		48,545		(57,931	)		10,094
Finiks – 1/21/14		—		22,000		(22,000	)		—
Finiks – 2/26/14		—		22,000		(22,000	)		—
GCEF Opportunity		—		11,769		(11,769	)		—
Hendrickson – 9/16/13		—		10,000		(10,000	)		—
JMJ – 6/19/13		48,234		—		(48,234	)		—
JMJ – 8/14/13		26,144		—		(26,144	)		—
JMJ – 9/30/13		—		27,500		(25,316	)		2,184
JMJ – 4/17/14		—		44,000		(16,394	)		27,606
JMJ – 6/24/14		—		44,000		(11,090	)		32,910
Knoblich		—		274,973		(30,134	)		244,839
Neal		—		24,355		(7,117	)		17,238
	$	93,858	$	742,642	$	(417,536	)	$	418,964

On or about November 8, 2012, the Company issued 120,000 shares of common stock for services. The shares were valued using the closing stock price on the day of issuance of $0.208, for a total expense of $25,000. Of the total expense, $15,104 has been booked to prepaid expense and will be allocated over the remaining term of the contract.

Derivative Liabilities	August 31, 2013		Initial Valuation		Revaluation on 8/31/14		Change in fair value of Derivative
Asher – 3/20/13	$	—	$	49,939	$	—	$	(49,939	)
Asher – 4/4/13		—		21,610		—		(21,610	)
Asher – 6/3/13		—		34,945		—		(34,945	)
Asher – 8/5/13		—		155,554		—		(155,554	)
Asher – 2/27/14				118,852		91,120		(27,732	)
Black Mountain – 3/5/14		—		110,515		33,509		(77,006	)
Finiks – 1/21/14		—		34,965		—		(34,965	)
Finiks – 2/26/14		—		47,295		—		(47,295	)
Hendrickson – 9/16/13		—		18,300		—		(18,300	)
JMJ – 6/19/13		102,245		—		—		(102,245	)
JMJ – 8/14/13		46,625		—		—		(46,625	)
JMJ – 9/30/13		—		70,390		19,877		(50,513	)
JMJ - 4/17/14		—		104,127		60,776		(43,351	)
JMJ – 6/24/14		—		66,010		63,221		(2,789	)
Knoblich		—		395,340		269,185		(126,155	)
Neal		—		35,665		20,506		(15,158	)
	$	148,870	$	1,263,506	$	558,194	$	(854,182	)

On January 4, 2013, the Company issued 100,000 shares of common stock for consulting services. The shares were valued using the closing stock price on the day of issuance of $1.45, for a total expense of $145,000.F-14

~~Effective February~~Table ~~7, 2013, the board~~ of ~~directors approved a one for twelve forward split of the Company’s common stock. All share and per share data throughout this Form 10-K have been retroactively restated to reflect the forward split.~~Contents

On February 15, 2013, the Company issued 1,200,000 shares of common stock for advertising and investor relation services. The shares were valued using the closing stock price on the day of issuance of $0.205, for a total expense of $246,000. Of the total expense, $28,188 has been booked to prepaid expense and will be allocated over the remaining three month term of the contract.

Original Issue Discount	August 31, 2013		Additions		Amortization			August 31, 2014
Black Mountain – 3/5/14	$		$	2,500	$	(1,095	)	$	1,405
Finiks – 1/21/14		—		2,000		(2,000	)		—
Finiks – 2/26/14		—		2,000		(2,000	)		—
GCEF Opportunity		—		3,000		(3,000	)		—
JMJ – 6/19/13		4,385		—		(4,385	)		—
JMJ – 8/14/13		2,377		—		(2,377	)		—
JMJ – 9/30/13		—		2,500		(2,315	)		185
JMJ – 4/17/14		—		4,000		(1,501	)		2,499
JMJ – 6/4/14				4,000		(745	)		3,255
	$	6,762	$	20,000	$	(19,418	)	$	7,344

~~F-13~~NOTE 4 – NOTES PAYABLE

~~Table~~On June 12, 2013, the Company executed a promissory note for $15,000. The loan was due August 12, 2013. The note does not bear interest but its principal balance includes a loan fee of ~~Contents~~$5,000. This loan had been extended with no specific terms of repayment.

OnAs ~~May~~of 8August 31, ~~2013~~2014, the Company ~~issued~~owed ~~99,996~~various ~~shares~~shareholders of$13,100 ~~common~~for ~~stock~~advances made to ~~its~~cover ~~CFO~~certain ~~for~~operating ~~services~~costs. The ~~shares were valued using the closing~~loans ~~stock~~accrue ~~price~~interest onat ~~the~~8% ~~day~~per ofannum ~~issuance~~and ofare ~~$0.093,~~due ~~for~~on ~~a total expense of $9,250~~demand.

OnNOTE ~~May~~5 ~~15,~~– ~~2013,~~STOCK the Company issued 337,754 shares of common stock for services. The shares were valued using the closing stock price on the day of issuance of $0.09, for a total expense of $30,398. Of the total expense, $21,532 has been booked to prepaid expense and will be allocated over the remaining term of the contract.WARRANTS

OnPursuant ~~June~~to 14the terms and conditions of the convertible promissory note dated February 27, 2013, the Company issued ~~200~~a warrant to purchase 50,000 shares of ~~common~~the ~~stock~~Company’s ~~for~~common ~~services~~stock. The ~~shares~~aggregate ~~were~~fair ~~valued~~value ~~using~~of the ~~closing~~warrants ~~stock price~~totaled $2,044 based on the ~~day~~Black Scholes ofMerton ~~issuance~~pricing model using the following estimates: exercise price of $0.~~059~~20, ~~for~~1.30% arisk ~~total~~free ~~expense~~rate, 64% volatility and expected life of ~~$11,800~~the warrants of 3 years.

~~During~~Pursuant to the ~~period~~terms ~~ended~~and ~~August~~conditions 31of the convertible promissory note dated November 30, ~~2013~~2012, the Company ~~sold~~issued ~~155~~a warrant to purchase 15,~~368~~625 shares of the Company’s common stock. ~~for~~The ~~cash~~aggregate ~~proceeds~~fair value of the warrants totaled $1516,~~998~~455 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $2.00, .63% risk free rate, 85.9% volatility and expected life of the warrants of 5 years.

~~All~~Pursuant ~~shares~~to ~~were~~the terms and conditions of the convertible promissory note dated February 4, 2014, the Company issued ~~without~~a ~~registration~~warrant ~~under~~to purchase 1,000,000 shares of the ~~Securities~~Company’s ~~Act~~common stock. The aggregate fair value of ~~1933,~~the aswarrants ~~amended~~totaled $11,769 inbased ~~reliance~~on ~~upon~~the Black Scholes Merton pricing model using the ~~exemption~~following ~~afforded~~estimates: exercise price of $0.02, 1.46% risk free rate, 197.6% volatility and byexpected ~~Section~~life ~~4(2)~~of the warrants of ~~that~~5 ~~Act~~years.

~~NOTE~~Pursuant 9to –the ~~COMMITMENTS~~terms ~~AND~~and ~~CONTINGENCIES~~conditions of the Warrant agreement dated February 27, 2014, the Company issued a warrant to purchase 2,000,000 shares of the Company’s common stock. The aggregate fair value of the warrants totaled $44,169 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.01, 2.11% risk free rate, 246% volatility and expected life of the warrants of 7 years.

~~During the year ended August 31, 2013, the Company rented office space on a month to month basis for $1,383 a month. Rent expense for the year ended August 31, 2013 was $~~F-15~~,910.~~

~~NOTE 10~~Table -of ~~GOING CONCERN~~Contents

AsA ofsummary ~~August 31, 2013, the Company has a working capital deficit~~ of ~~$737,411, limited revenue and an accumulated deficit of $1,411,613. The financial statements are prepared using~~ the ~~generally~~status ~~accepted accounting principles applicable to a going concern, which contemplates the realization~~ of ~~assets and liquidation of liabilities in~~ the ~~normal course of business. Without realization of additional capital, it would be unlikely for the~~ Company ~~to continue as a going concern. The Company~~’s ~~management~~outstanding ~~plans on~~warrants ~~raising cash from public or private debt or equity financing, on an as needed basis~~ and inchanges during the ~~longer~~periods ~~term,~~is ~~upon~~presented ~~achieving profitable operations through its business activities.~~below:

NOTE 11 – INCOME TAXES

	Shares available to purchase with warrants		Weighted Average Price		Weighted Average Fair Value

Outstanding, August 31, 2013		65,625	$	0.06	$	0.03

Issued		3,000,000		—		0.03
Exercised		—		—		—
Forfeited		—		—		—
Expired		—		—		—
Outstanding, August 31, 2014		3,065,625	$	0.03	$	0.03

Exercisable, August 31, 2014		3,065,625	$	0.03	$	0.03

For the year ended August 31, 2013, the Company has incurred a net loss of $1,332,991 and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $1,412,000 at August 31, 2012, and will expire beginning in the year 2031.

Range of Exercise Prices	Number Outstanding at 8/31/14	Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
$0.10 - $2.00	3,065,625	6.3 years	$	0.03

~~The~~NOTE ~~provision~~6 ~~for~~–COMMON ~~Federal~~STOCK ~~income tax consists of the following for the years ended August 31, 2013 and 2012:~~TRANSACTIONS

	2013			2012
Federal income tax benefit attributable to:
Current operations	$	453,217		$	24,064
Less: valuation allowance		(453,217	)		(24,064	)
Net provision for Federal income taxes	$	—		$	—

On September 19, 2012, Mr. Hamilton, the Company’s former CEO and Director, cancelled 113,000,004 of his shares and returned them to treasury.

~~The~~On ~~cumulative~~or ~~tax~~about ~~effect~~November at8, 2012, the ~~expected~~Company ~~rate~~issued of120,000 ~~34%~~shares of ~~significant~~common ~~items~~stock ~~comprising~~for ~~our~~services. ~~net~~The ~~deferred~~shares ~~tax~~were ~~amount~~valued isusing asthe ~~follows as~~closing stock price on the day of ~~August~~issuance 31of $0.208, ~~2013~~for ~~and~~a ~~2012:~~total non-cash expense of $25,000.

	2013			2012
Deferred tax asset attributable to:
Net operating loss carryover	$	479,948		$	26,731
Valuation allowance		(479,948	)		(26,731	)
Net deferred tax asset	$	—		$	—

~~F-14~~Effective February 7, 2013, the board of directors approved a one for twelve forward split of the Company’s common stock.

~~Table~~On February 15, 2013, the Company issued 1,200,000 shares of ~~Contents~~common stock for advertising and investor relation services. The shares were valued using the closing stock price on the day of issuance of $0.205, for a total non-cash expense of $246,000.

~~Due~~On toMay 8, 2013, the ~~change~~Company inissued ~~ownership~~99,996 ~~provisions~~shares of ~~the~~common ~~Tax~~stock ~~Reform~~to ~~Act~~its offormer ~~1986~~CFO, ~~net~~for ~~operating~~services. ~~loss~~The ~~carry~~shares ~~forwards~~were ofvalued ~~approximately~~using ~~$1,412,000~~the ~~for~~closing ~~Federal~~stock ~~income~~price ~~tax~~on ~~reporting~~the ~~purposes~~day ~~are~~of ~~subject~~issuance toof ~~annual limitations~~$0.093, ~~Should~~for a ~~change~~total innon-cash ~~ownership~~expense ~~occur,~~of ~~net operating loss carry forwards may be limited as to use in future years~~$9,250.

~~ASC~~On December ~~Topic~~10, ~~740~~2013, ~~provides guidance on~~ the ~~accounting for uncertainty in income taxes recognized in a~~ company's ~~financial~~sold ~~statements. Topic~~1,333,333 ~~740~~shares ~~requires~~of acommon ~~company~~stock to ~~determine~~its ~~whether~~CEO itfor istotal ~~more~~cash ~~likely~~proceeds ~~than not that a tax position will be sustained upon examination based upon the technical merits~~ of ~~the position. If the more-likely-than-not threshold is met~~$20, ~~a company must measure the tax position to determine the amount to recognize in the financial statements~~000.

~~The~~During ~~Company~~the ~~includes~~year ~~interest~~ended ~~and~~August ~~penalties~~31, ~~arising~~2014, ~~from~~ the ~~underpayment~~Company ofissued ~~income~~a ~~taxes~~total inof ~~the~~5,988,935 ~~statements~~shares of ~~operations~~common instock ~~the~~to ~~provision for~~Argent ~~income~~Offset, ~~taxes.~~LLC Asin conversion of ~~August~~total ~~31,~~principal ~~2013~~and interest of $41,923, ~~the~~(see ~~Company~~Note ~~had~~4). noThe ~~accrued~~conversions ~~interest~~resulted orin ~~penalties~~a ~~related to~~total ~~uncertain~~loss ~~tax~~on ~~positions~~conversion of debt of $194,577.

~~The~~On February 7, 2014, the Company ~~files~~issued ~~income~~6,500,000 ~~tax~~shares ~~returns~~of incommon ~~the~~stock Uto its CEO, for services.S. ~~federal~~The ~~jurisdiction~~shares ~~and~~were invalued using the closing ~~state~~stock price on the day of ~~Nevada~~issuance of $0.0125, for a total expense of $81,250.

~~NOTE~~On 12March -18, ~~SUBSEQUENT~~2014, ~~EVENTS~~the Company issued 2,298,000 shares of common stock to GCEF Opportunity Fund in conversion of total principal and interest of $11,490.

~~Subsequent~~On toMarch ~~August 31~~21, ~~2013~~2014, the Company ~~executed~~issued a5,000,000 ~~convertible~~shares ~~promissory~~of ~~note~~common ~~for~~stock ~~$10,000.~~to ~~The note~~Steven ~~bears~~Caspi ~~interest~~in atconversion ~~10%~~of ~~per~~$25,000 ~~annum~~of ~~and~~the is$125,000 ~~due~~note held ~~within~~by ~~one year~~him.

InOn ~~accordance~~June ~~with~~3, ~~ASC 855-10~~2014, the Company ~~has~~issued ~~analyzed its operations subsequent August 31~~3,930,000 ~~2013~~shares ~~through~~of ~~the~~common ~~date~~stock ~~these~~to ~~financial statements~~GCEF ~~were~~Opportunity ~~issued~~Fund ~~and~~in ~~has~~conversion ~~determined~~of ~~that~~total itprincipal ~~does not have any material subsequent events to disclose in these financial~~and ~~statements~~interest ~~other~~of ~~than the events described above~~$19,650.

F-1516

Table of Contents

~~Item~~In 9.July ~~Changes~~2014, Inthe ~~and~~Company ~~Disagreements~~issued ~~with~~10,352,942 ~~Accountants~~shares onof ~~Accounting~~common stock to Finiks Capital LLC in conversion of total principal and ~~Financial~~interest of ~~Disclosure~~$48,400.

~~None~~On July 22, 2014, the Company issued 6,000,000 shares of common stock to the Company’s former CEO, Bruce Knoblich in conversion of $30,000 of the amount due to him.

~~Item~~During 9Athe year ended August 31, 2014, the Company issued a total of 23,848,014 shares of common stock to Asher Enterprises, Inc. ~~Controls~~in conversion of total principal and ~~Procedures~~interest of $117,520 (see Note 4).

AsDuring ~~required by Rule 13a-15 under~~ the ~~Securities~~year ~~Exchange~~ended ~~Act~~August of31, ~~1934~~2014, ~~we have carried out an evaluation of~~ the ~~effectiveness~~Company ofissued ~~our disclosure~~a ~~controls~~total ~~and procedures as~~ of ~~the~~19,500,000 ~~end~~shares of ~~the~~common ~~period~~stock ~~covered~~to byJMJ ~~this~~Financial ~~annual~~in ~~report, being August 31, 2013. This evaluation~~conversion ~~was~~of ~~carried~~total ~~out~~principal ~~under the supervision~~ and ~~with~~interest ~~the participation~~ of ~~our management~~$109,895 ~~including~~(see ~~our~~Note ~~Chief Executive Officer and Chief Financial Officer~~4).

~~Disclosure~~During ~~controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under~~ the ~~Securities~~year ~~Exchange~~ended ~~Act~~August ~~of 1934 is recorded~~31, ~~processed~~2014, ~~summarized and reported, within~~ the ~~time~~Company ~~periods~~issued ~~specified~~a intotal ~~the~~of ~~Securities~~8,120,000 ~~and~~shares ~~Exchange~~of ~~Commission’s~~common ~~rules~~stock ~~and~~for ~~forms~~services. ~~Disclosure~~The ~~controls~~shares ~~and procedures~~were ~~include~~valued ~~controls~~using ~~and~~the ~~procedures~~closing ~~designed~~stock toprice ~~ensure~~on ~~that information required to be disclosed in our company’s reports filed under~~ the ~~Securities~~day ~~Exchange Act~~ of ~~1934 is accumulated and communicated to management~~issuance, ~~including~~for ~~our~~a ~~Chief~~total ~~Executive~~non-cash ~~Officer and~~expense ~~Chief~~of ~~Financial~~$174,635, ~~Officer~~$75,955 toof ~~allow~~which remains ~~timely~~in ~~decisions~~deferred ~~regarding~~stock ~~required disclosure~~compensation.

~~Based~~NOTE ~~upon~~7- ~~that~~RELATED ~~evaluation,~~PARTY including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.TRANSACTIONS

~~Management’s~~On ~~Report~~May 8, 2013, the Company issued 99,996 shares of common stock to its former CFO, for services. The shares were valued using the closing stock price on ~~Internal~~the ~~Control~~day ~~over~~of ~~Financial~~issuance ~~Reporting~~of $0.093, for a total expense of $9,250.

~~Our management~~On isAugust ~~responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-~~15~~(f)~~, ~~under~~2013, the ~~Securities~~Company ~~Exchange~~executed ~~Act of 1934). Management has assessed the effectiveness of our internal control over financial~~a ~~reporting~~Note asReceivable offor ~~August 31~~$77,307 ~~2013~~for ~~based~~funds onthat ~~criteria~~it ~~established~~had inadvanced ~~Internal~~to ~~Control-Integrated~~another ~~Framework~~company ~~issued~~owned by the ~~Committee of~~former ~~Sponsoring~~CEO. ~~Organizations~~The ofnote ~~the~~bears ~~Treadway~~interest at ~~Commission.~~8% Asand awas ~~result~~to ofmature ~~this~~in ~~assessment,~~ninety ~~management~~days. ~~concluded~~During ~~that,~~the asyear ofended August 31, ~~2013~~2014, ~~our~~$39,764 ~~internal~~and ~~control~~$1,500 ~~over financial reporting~~ was ~~not~~paid ~~effective.~~back ~~Our~~on ~~management~~the ~~identified~~principal and ~~the~~interest, ~~following~~respectively ~~material~~on ~~weaknesses in~~this ~~our~~loan. ~~internal~~As ~~control~~of ~~over~~August ~~financial~~31, ~~reporting~~2014, ~~which~~the ~~are~~Company ~~indicative~~from ofwhich ~~many~~the ~~small~~note ~~companies~~was ~~with~~due ~~small~~ceased ~~staff:~~operations. ~~(i)~~As ~~inadequate~~a ~~segregation~~result ofmanagement ~~duties~~determined ~~and~~that ~~effective~~the ~~risk~~note ~~assessment;~~ and ~~(ii)~~all ~~insufficient~~accrued ~~written~~interest ~~policies~~had ~~and~~become ~~procedures~~uncollectible. ~~for~~The ~~accounting~~Company ~~and financial~~has ~~reporting~~recognized ~~with~~a ~~respect~~loss on tobad ~~the~~debt ~~requirements and application~~ of ~~both US GAAP and SEC guidelines~~$42,972.

~~We plan~~On ~~to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered~~December ~~by this annual report on Form~~ 10-K, ~~we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses~~2013, ~~we hope to implement~~ the ~~following~~Company ~~changes~~sold ~~during our fiscal year ending August 31~~1,333,333 ~~2014:~~shares ~~(i)~~of ~~appoint~~common ~~additional qualified~~stock ~~personnel~~ to ~~address~~its ~~inadequate~~CEO ~~segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures~~ for ~~accounting~~total ~~and~~cash ~~financial~~proceeds ~~reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs~~ of ~~implementing the changes required. If we are unsuccessful in securing such funds~~$20, ~~remediation efforts may be adversely affected in a material manner~~000.

~~This~~On ~~annual~~February ~~report~~7, ~~does~~2014, ~~not~~Company ~~include~~issued an6,500,000 ~~attestation~~shares ~~report~~ of ~~our~~common ~~registered~~stock ~~public~~to ~~accounting~~its ~~firm~~CEO, ~~regarding~~for ~~internal control over financial reporting~~services. ~~Management’s~~The ~~report~~shares ~~was~~were ~~not~~valued ~~subject~~using tothe ~~attestation~~closing stock byprice ~~our~~on ~~registered~~the ~~public~~day ~~accounting~~of ~~firm~~issuance ~~pursuant to~~of an$0.0125, ~~exemption~~ for ~~non-accelerated~~a ~~filers~~total ~~set~~expense ~~forth in Section 989G~~ of ~~the Dodd-Frank Wall Street Reform and Consumer Protection Act~~$81,250.

~~Item~~Notes ~~9B. Other Information~~Payable

~~None~~On May 31, 2013, the Company’s former CEO, Bruce Knoblich and the Company executed a promissory note for $289,998, $2,150 of which has been repaid. The note bears interest at 5% and was due November 30, 2013. On July 22, 2014, the principle and accrued interest were rolled into a new convertible promissory note for $304,973. The new note bears interest at 8% per annum and is convertible at a 49% discount of the average trading price during the ten days preceding the conversion date. The Company recorded a debt discount in the amount of $274,973 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $395,341 based on the Black Scholes Merton pricing model using the following attributes: .11% risk free rate, 230% volatility and a one year term to maturity. As of August 31, 2014, $30,134 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $269,185 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $244,839 at August 31, 2014 plus accrued interest of $2,411.

9NOTE 8 – INCOME TAXES

~~Table~~For the year ended August 31, 2014, the Company has incurred a net loss of ~~Contents~~$1,381,377 and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $2,799,000 at August 31, 2014, and will expire beginning in the year 2032.

~~PART~~The ~~III~~provision for Federal income tax consists of the following for the years ended August 31, 2014 and 2013:

Item 10. Directors, Executive Officers and Corporate Governance

	2014			2013
Federal income tax benefit attributable to:
Current operations	$	471,847		$	453,217
Less: valuation allowance		(471,847	)		(453,217	)
Net provision for Federal income taxes	$	—		$	—

~~Our sole executive officer and director is as follows:~~F-17

Name	Age		Position(s) and Office(s) Held
Scott Plantinga		54	President, Chief Executive Officer, and Director
Bruce R. Knoblich		59	Chairman of the Board and Director
Pamela J. McKeown		51	Chief Financial Officer, Secretary, and Treasurer
George Rodriguez		41	Vice President
Anthony Hama		44	Director

Table of Contents

~~Set forth~~The ~~below~~cumulative istax aeffect ~~brief~~at ~~description of~~ the ~~background~~expected ~~and~~rate ~~business~~of ~~experience~~34% of ~~each~~significant ofitems comprising our ~~current~~net ~~executive~~deferred ~~officers~~tax amount is as follows as of August 31, 2014 and ~~directors.~~2013:

Scott Plantinga is our President, Chief Executive Officer, and a Director. He also currently serves as the President and CEO of Installing Dealer Supply, Inc. a leading distributer of garage doors, gate automation, and access control equipment based in Lake Elsinore, California. From 2011 to 2012, Mr. Plantinga served as Operations Manager for Nylok, a Berkshire Hathaway company servicing the aerospace, electronics, industrial and automotive industries. From 2008 to 2010, he was a Plant Manager and then General Manager for Saturn Fasteners, Inc., a fastener manufacturer serving the aviation, aerospace, and military industries. From 2004 to 2008, Mr. Plantinga was the Director of Business Excellence for Freedman Seating Company, an industry leader in the design and manufacture of bus and rail seating. From 2002 to 2004, he served as a Plant Manager for U.S. Plastic Lumber, Ltd., a manufacturer of composite blends and plastic extruded profile lumber for building products. From 1994 to 2002, he worked with Krueger International, a manufacturer of contract office, college and healthcare furnishings. At Krueger International, he served as a Plant Manager, General Manager, and then as General Manager of Operations. Mr. Plantinga earned a B.S. from Purdue University School of Technology where he majored in Supervision with concentrations in Operations Management and Industrial Engineering. He is also a Certified Manufacturing Engineer with the Society of Manufacturing Engineers and holds a Six Sigma Green Belt Certification from the University of Illinois.

	2014			2013
Deferred tax asset attributable to:
Net operating loss carryover	$	951,794		$	479,948
Valuation allowance		(951,794	)		(479,948	)
Net deferred tax asset	$	—		$	—

~~Bruce~~Due R.to ~~Knoblich~~the ischange ~~our~~in ~~Chairman~~ownership provisions of the ~~Board~~Tax ~~and~~Reform aAct ~~Director. Mr. Knoblich is currently the President~~ of ~~Installing Dealer Supply~~1986, ~~Inc.,~~ anet ~~company~~operating heloss ~~founded~~carry inforwards ~~December~~ of ~~1989.~~approximately ~~Installing Dealer Supply is a leading distributer of garage doors~~$2, ~~gate automation~~799,000 ~~and~~for ~~access~~Federal ~~control~~income ~~equipment~~tax ~~based~~reporting inpurposes ~~Lake~~are ~~Elsinore,~~subject ~~California. Prior~~ to ~~his~~annual ~~founding of Installing Dealer Supply, Inc~~limitations., ~~Mr. Knoblich~~Should ~~served as General Manager of Frantz Manufacturing Company,~~ a ~~garage~~change ~~door~~in ~~manufacturer~~ownership ~~with divisions that produced bearings for different industries~~occur, atnet ~~their Temecula California distribution center from 1984 to 1989. In this role, Mr. Knoblich was responsible~~operating ~~for~~loss ~~overseeing~~carry ~~the~~forwards ~~company’s~~may ~~entire~~be ~~local~~limited ~~operation. From 1977 to 1984, Mr. Knoblich served~~ as ~~a sales representative for Frantz Manufacturing Company. From 1974~~ to ~~1977,~~use ~~Mr. Knoblich worked for Heiwig Industrial Sales, a manufacturer’s representative that specialized~~ in ~~iron~~future ~~castings and screw machine products~~years. ~~In 1977, Mr. Knoblich graduated from Western Illinois University with a bachelor’s degree in business.~~

~~Pamela~~ASC J.Topic ~~McKeown~~740 isprovides ~~our~~guidance ~~Chief~~on ~~Financial~~the ~~Officer,~~accounting ~~Secretary,~~for ~~and~~uncertainty ~~Treasurer.~~in ~~For~~income ~~the~~taxes ~~past~~recognized 11in ~~years,~~a ~~Ms.~~company's ~~McKeown~~financial ~~has~~statements. Topic ~~been~~740 ~~the~~requires ~~Controller for~~a ~~Installing~~company ~~Dealer~~to ~~Supply,~~determine ~~Inc.~~whether ~~She~~it ~~has~~is ~~been~~more ~~responsible~~likely ~~for~~than ~~developing~~not ~~and~~that ~~managing~~a ~~the~~tax ~~finances~~position ~~and~~will ~~accounting~~be ofsustained ~~Installing~~upon examination ~~Dealer~~based ~~Supply~~upon ~~along with~~ the ~~company’s~~technical ~~operations,~~merits ~~inclusive~~ of ~~sales,~~the ~~customer service, purchasing, inventory and credit management~~position. ~~Ms.~~If ~~McKeown~~the ~~has~~more-likely-than-not ~~prior~~threshold ~~experience~~is ~~with large corporations~~met, ~~including DLS Constructors,~~ a ~~noted~~company ~~provider~~must ofmeasure ~~underground~~the tax ~~piping~~position ~~for highways~~ to determine the ~~State~~amount ofto ~~California,~~recognize ~~and~~in ~~with Air Control Management, Inc. (ACM), a supplier to~~ the ~~tract~~financial ~~home industry~~statements.

~~George~~The ~~Rodriguez~~Company isincludes ~~our~~interest ~~Vice~~and ~~President.~~penalties ~~Since~~arising ~~2011,~~from ~~Mr. Rodriguez has been~~ the ~~developer~~underpayment ~~and operator~~ of aincome ~~personal~~taxes ~~and professional website focused on book reviews and leveraging the knowledge found~~ in ~~non-fiction works. From 1994 to 2011, Mr. Rodriguez had a 17-year career with Amarr Garage Door,~~ the ~~nation’s~~statements ~~leading~~of ~~garage~~operations ~~door manufacturer. During his time at Amarr, Mr. Rodriguez’s positions included General Manager for the Albuquerque Distribution Center, General Manager for the Bay Area Distribution Center~~ in ~~California, General Manager of~~ the ~~Southern California Distribution Center, Sales Manager for Southern California, District~~provision ~~Sales Manager, and Director of Sales~~ for ~~the~~income ~~West Coast~~taxes. ~~Mr.~~As ~~Rodriguez’s final position with Amarr was Director~~ of ~~Retail Sales.~~August In31, ~~this position~~2014, hethe ~~was~~Company ~~responsible~~had ~~for~~no ~~all~~accrued ofinterest ~~Amarr’s~~or ~~nationwide~~penalties ~~retail~~related ~~accounts.~~to ~~Mr.~~uncertain ~~Rodriguez~~tax ~~graduated from Stanford University with a bachelor’s degree in political science in 1994~~positions.

~~Anthony~~The ~~Hama~~Company isfiles ~~one~~income oftax ~~our~~returns ~~Directors. From February 2010 through May 2012, Mr. Hama served as the Chief Financial Officer for Land Baron Investments, a real estate investment company~~ in Nevada (“Land Baron”). Mr. Hama was responsible for financial management and oversight of Land Baron. Prior to joining Land Baron, from January 2005 through January 2010, Mr. Hama worked as a director of investment with TREC Investment Realty. With TREC Investment Realty, Mr. Hama was responsible for the ~~acquisition and management of commercial real estate nationwide~~U. MrS. ~~Hama’s~~federal ~~other~~jurisdiction ~~notable work includes working for Bank of America Securities from 2002 through 2003, Equity Office Properties Trust from 1999 through 2002, KPMG Peat Marwick from 1996 through 1997,~~ and ~~Smith Barney, Inc. from 1993 through 1995. Mr. Hama graduated with a Bachelors of Arts~~ in ~~economics~~the ~~from~~state ~~UCLA and from Cornell University with a Masters~~ of ~~Business Administration~~Nevada.

10NOTE 9- GOING CONCERN

~~Table~~As of August 31, 2014, the Company has a working capital deficit of ~~Contents~~$1,192,334, limited revenue and an accumulated deficit of $2,799,397. The financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The Company’s management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, upon achieving profitable operations through its business activities.

~~Term~~NOTE of10 ~~Office~~- SUBSEQUENT EVENTS

~~Our~~Subsequent ~~Directors~~to ~~are~~August ~~appointed~~31, ~~for~~2014, aBlack ~~one~~Mountain ~~year~~Equities, ~~term~~Inc. toconverted ~~hold~~$23,800 ~~office~~of ~~until~~ the ~~next~~amount ~~annual~~due ~~general~~to ~~meeting~~them ofinto ~~our~~26,240,311 ~~shareholders~~shares ~~or until removed from office in accordance with our bylaws. Our officers are appointed by our board~~ of ~~directors and hold office until~~common ~~removed by the board~~stock.

~~Family~~Subsequent ~~Relationships~~to August 31, 2014, Asher Enterprises, Inc. converted $73,000 of the amount due to them into 42,830,672 shares of common stock.

~~There~~Subsequent ~~are~~to noAugust ~~family~~31, ~~relationships~~2014, ~~between~~JMJ orFinancial ~~among~~converted ~~the directors~~$26,352 ~~executive~~of ~~officers~~the oramount ~~persons~~due ~~nominated~~to orthem ~~chosen~~into by29,483,336 usshares toof ~~become directors~~common ~~or executive officers~~stock.

~~Involvement~~Subsequent into ~~Certain~~August ~~Legal~~31, ~~Proceedings~~2014, KBM Worldwide, Inc. converted $44,225 of the amount due to them into 41,833,761 shares of common stock.

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended, vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.F-18

~~Committees~~ Table of ~~the Board~~Contents

WeOn September do15, ~~not~~2014, a portion of the Bruce Knoblich note in the amount $20,000 was assigned to Blackbride Capital Partners, LLC. ~~currently~~Concurrent ~~have~~with this assignment, we entered into a ~~compensation~~replacement ~~committee~~Convertible Promissory Note with Blackbridge Capital Partners, LLC. ~~executive~~The ~~committee~~replacement note bears interest at 5% per annum, is due on or before March 17, 2015, and is convertible into shares of our common stock ~~plan~~at ~~committee~~price equal to a fifty percent (50%) discount to our lowest trading price during the forty (40) trading days preceding the conversion.

~~Audit~~On ~~Committee~~September 22, 2014, Blackbridge Capital, LLC converted $20,000 of the amount due to them into 12,121,212 shares of common stock.

WeOn September do24, ~~not have~~2014, a ~~separately-designated~~portion ~~standing audit committee. The entire Board~~ of ~~Directors performs~~ the ~~functions~~Bruce ofKnoblich annote ~~audit~~in ~~committee, but no written charter governs~~ the ~~actions~~amount of$50,000 ~~the~~was ~~Board~~assigned ~~when~~to ~~performing~~WHC ~~the~~Capital, ~~functions of what would generally be performed by an audit committee~~LLC. ~~The~~Concurrent ~~Board approves the selection of our independent accountants and meets and interacts~~ with ~~the independent~~ ~~accountants~~this ~~to discuss issues related to financial reporting. In addition~~assignment, ~~the~~we ~~Board~~entered ~~reviews~~into ~~the~~a ~~scope~~replacement ~~and~~Convertible ~~results~~Promissory ofNote ~~the audit~~ with ~~the~~WHC ~~independent accountants~~Capital, ~~reviews~~LLC. ~~with~~The ~~management~~replacement ~~and~~note ~~the~~bears ~~independent~~interest at ~~accountants~~12% ~~our~~per ~~annual operating results~~annum, ~~considers the~~is ~~adequacy~~due ofon ~~our~~or ~~internal~~before ~~accounting~~September ~~procedures~~25, ~~and~~2015, ~~considers other auditing~~ and ~~accounting~~is ~~matters~~convertible ~~including~~into ~~fees~~shares ~~to be paid to the independent auditor and the performance~~ of ~~the~~our ~~independent~~common ~~auditor.~~stock ~~Our~~at ~~Board~~price ofequal ~~Directors, which performs the functions~~to ~~of an audit committee, does not have~~ a ~~member~~forty ~~who~~nine ~~would~~percent ~~qualify as an “audit committee financial expert” within the definition of Item 407~~(d49%)~~(5)(ii)~~ ofdiscount ~~Regulation~~to ~~S-K. We believe that, at~~ our ~~current~~lowest ~~size~~trading ~~and~~price ~~stage~~during ~~of development,~~ the ~~addition of~~three a(3) ~~special~~trading ~~audit~~days ~~committee~~preceding ~~financial expert to~~ the ~~Board is not necessary~~conversion.

~~Nomination~~On ~~Committee~~October 21, 2014, the Company’s Board of Directors approved a resolution to amend its Articles of Incorporation to increase the aggregate number of common shares that it may issue to three billion (3,000,000,000) shares.

~~Our Board~~On October 24, 2014, a portion of ~~Directors~~the ~~does~~Bruce ~~not~~Knoblich ~~maintain~~note ain ~~nominating~~the ~~committee~~amount $50,000 was assigned to Beaufort Capital Partners, LLC. AsConcurrent with athis ~~result~~assignment, nowe ~~written~~entered ~~charter~~into ~~governs~~a ~~the~~replacement ~~director~~Convertible ~~nomination~~Promissory ~~process~~Note with Beaufort Capital Partners, LLC. The replacement ~~Our~~note ~~size~~bears interest at 12% per annum, is due on or before October 9, 2015, and ~~the~~is ~~size~~convertible into shares of our ~~Board,~~common stock at ~~this~~price ~~time,~~equal doto ~~not~~a ~~require~~fifty apercent ~~separate~~(50%) ~~nominating~~discount ~~committee~~to our lowest trading price during the twenty (20) trading days preceding the conversion.

11On October 17, 2014, our board of directors approved a Certificate of Designation for Class A Convertible Preferred Stock. This newly designation class of preferred stock consists of one million (1,000,000) shares. Class A Convertible Preferred Stock votes together with our common stock at a rate of three thousand (3,000) votes for each preferred share held. In addition, Class A Convertible Preferred Stock is convertible to shares of our common stock, at the option of the holder, at a rate of one share of common stock for each preferred share held. In any liquidation, holders of our Class A Convertible Preferred Stock will participate pro-rata with the holders of our common stock. Shares of Class A Convertible Preferred Stock have no dividend rights.

~~Table~~On October 17, 2014, our board of ~~Contents~~directors approved an Executive Employment Agreement (the “Agreement”) with Kendall Smith under which Mr. Smith was retained to serve as our new President. Under the Agreement, Mr. Smith will serve as our President and CEO for an initial term ending on August 31, 2015, with an automatic renewal for an additional year unless the Agreement is terminated by advance notice. Mr. Smith’s base salary per year will be $100,000, subject to adjustments and performance bonuses to be determined by the board of directors. As a signing bonus under the Agreement, Mr. Smith was issued 1,000,000 shares of our newly-designated Class A Convertible Preferred Stock. As a result of the issuance 1,000,000 shares of Class A Convertible Preferred Stock to Kendall Smith, as discussed above, Mr. Smith is deemed to have acquired control of the company on October 17, 2014.

~~When evaluating~~On ~~director~~November ~~nominees~~4, ~~our~~2014, ~~directors~~Beaufort ~~consider~~Capital Partners, LLC converted $4,900 of the ~~following~~amount ~~factors:~~due to them into 14,000,000 shares of common stock.

-On November ~~The~~6, ~~appropriate~~2014, ~~size of~~ our Board of Directors; -approved ~~Our~~a ~~needs~~Severance ~~with~~and ~~respect~~Release toAgreement (the ~~particular~~“Agreement”) ~~talents~~with ~~and experience of~~ our ~~directors;~~departing former -CEO ~~The knowledge, skills~~ and ~~experience~~board ~~of nominees~~member, ~~including~~Scott ~~experience~~Plantinga. inThe ~~finance,~~Agreement ~~administration~~resolves orall ~~public~~claims ~~service~~for compensation, ~~in light of prevailing business conditions and the knowledge~~benefits, ~~skills~~or ~~and experience already possessed by~~ other ~~members~~consideration due ~~of the Board; - Experience in political affairs; - Experience with accounting rules and practices; and - The desire~~ to ~~balance~~Mr. ~~the~~Plantinga ~~benefit~~under ofhis ~~continuity~~Executive ~~with~~Employment ~~the~~Agreement ~~periodic~~dated ~~injection~~September of1, ~~the fresh perspective provided by new Board members~~2013.

~~Our goal~~On isNovember to20, ~~assemble~~2014, aour ~~Board~~board ~~that brings together a variety~~ of ~~perspectives~~directors ~~and~~appointed ~~skills~~Jesse ~~derived~~Lopez ~~from~~to ~~high~~serve ~~quality~~as ~~business~~a ~~and~~member ~~professional experience.~~of ~~In doing so,~~ the ~~Board will also consider candidates with appropriate non-business backgrounds~~board.

~~Other than~~On ~~the~~November ~~foregoing~~24, ~~there are no stated minimum criteria for director nominees~~2014, ~~although~~Beaufort ~~the~~Capital ~~Board may also consider such other factors as it may deem are in our best interests as well as our stockholders. In addition~~Partners, ~~the~~LLC ~~Board~~converted identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election$5,850 ~~the Board then identifies the desired skills and experience~~ of ~~a new nominee in light of~~ the ~~criteria~~amount ~~above.~~due ~~Current members of the Board are polled for suggestions as~~ to ~~individuals~~them ~~meeting~~into ~~the criteria described above. The Board may also engage in research to identify qualified individuals. To date~~16, ~~we have not engaged third parties to identify or evaluate or assist in identifying potential nominees~~714, ~~although~~286 weshares ~~reserve~~of ~~the right in the future to retain a third party search firm, if necessary. The Board does not typically consider~~common ~~shareholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests~~stock.

~~Code~~On December 11, 2014, WHC Capital, LLC converted $5,778 of ~~Ethics~~the amount due to them into 19,586,000 shares of common stock.

AsIn accordance ofwith ASC 855-10, the Company has analyzed its operations subsequent to August 31, ~~2013,~~2014 wethrough ~~had~~the ~~not~~date ~~adopted~~these afinancial statements ~~Code~~were ofissued ~~Ethics~~and ~~for~~has ~~Financial~~determined ~~Executives,~~that ~~which~~it ~~would~~does ~~include~~not ~~our~~have ~~principal~~any ~~executive~~material ~~officer,~~subsequent ~~principal financial~~events ~~officer,~~to ~~principal~~disclose ~~accounting~~in ~~officer~~these orfinancial statements ~~controller,~~other orthan ~~persons~~the ~~performing~~events ~~similar~~described ~~functions~~above.

~~Item 11. Executive Compensation~~F-19

~~Compensation Discussion~~Table ~~and~~of ~~Analysis~~Contents

~~Our President~~Item ~~and CEO, Scott Plantinga, has been paid a salary of $100,000 per year~~9. ~~Subsequent~~Changes to the reporting period, and effective September 1, 2013, we entered into an Executive Employment Agreement with Mr. Plantinga (the “Agreement”). The Agreement provides him with a base salary of $121,000 per year, together with a signing bonus of $25,000, and annual bonuses in the discretion of the board. In ~~addition, Mr. Plantinga shall receive 6,500,000 shares of common stock at the outset of the Agreement~~ and ~~will also~~Disagreements participate in future employee stock option programs. The initial term of the Agreement is two years, subject to renewal. The Agreement contains various other terms and conditions and should be reviewed in its entirety for more information. The goals of the Agreement are to continue to retain Mr. Plantinga with aAccountants ~~cash~~on ~~salary~~Accounting ~~commensurate with his experience~~ and ~~responsibilities, while~~Financial ~~also providing him an incentive to maximize shareholder value by vesting him with significant stock ownership.~~Disclosure

~~We do not have formal written employment agreements with our other executives~~None. We currently pay our Chairman, Bruce R. Knoblich, a salary of $100,000 per year. We pay our Vice President, George Rodriguez, a salary of $70,000 per year. The salary for our CFO, Pamela McKeown, was $60,000 per year until July of 2013, when she received an increase to $75,000 per year. At this time, we do not have a formal system of compensation for our executive officers. Compensation arrangements with our officers and directors are the subject of ongoing development and we will make appropriate additional disclosures as they are further developed and formalized.

12Item 9A. Controls and Procedures

~~Table~~As required by Rule 13a-15 under the Securities Exchange Act of ~~Contents~~1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being August 31, 2014. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

~~Summary~~Disclosure controls and procedures are controls ~~Compensation~~and ~~Table~~other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~The table~~Based ~~below~~upon ~~summarizes~~that ~~all~~evaluation, ~~compensation~~including ~~awarded~~our ~~to,~~Chief Executive ~~earned~~Officer byand Chief Financial Officer, orwe ~~paid~~have toconcluded that our ~~former~~disclosure orcontrols ~~current~~and ~~executive~~procedures ~~officers~~were ~~for~~ineffective as of the ~~fiscal years~~end ~~ended~~of ~~2013~~the ~~and~~period ~~2012~~covered by this annual report.

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Scott Plantinga, President and CEO	2013 2012	$11,696.76 $ n/a	$- $ n/a	$ - $ n/a	$ - $ n/a	$ - $ n/a	$ - $ n/a	$ - $ n/a	$11,696.76 $ n/a
Bruce R. Knoblich, Chairman, former President and CEO	2013 2012	$90,764.83 $ n/a	$- $ n/a	$ - $ n/a	$ - $ n/a	$ - $ n/a	$ - $ n/a	$ - $ n/a	$90,764.83 $ n/a
Pamela J. McKeown, CFO, Secretary, and Treasurer	2013 2012	$50,860.67 $ n/a	$ - $ n/a	$9,250 $ n/a	$ - $ n/a	$ - $ n/a	$ - $ n/a	$ - $ n/a	$60,110.67 $ n/a
George Rodriguez, Vice President	2013 2012	$64,166.72 $ n/a	$ - $ n/a	$ - $ n/a	$ - $ n/a	$ - $ n/a	$ - $ n/a	$ - $ n/a	$64,166.72 $ n/a
Sterling Hamilton, former officer	2013 2012	$ n/a $0	$ n/a $0	$ n/a $0	$ n/a $0	$ n/a $0	$ n/a $0	$ n/a $0	$ n/a $0

Management’s Report on Internal Control over Financial Reporting

~~Narrative~~Our management is responsible for establishing ~~Disclosure~~and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of August 31, 2014 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of August 31, 2014, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements ~~Summary~~and ~~Compensation~~application ~~Table~~of both US GAAP and SEC guidelines.

~~The~~We ~~table~~plan to take steps to enhance and improve ~~above~~the ~~reflects~~design of our internal control over financial reporting. During the ~~compensation~~period ~~paid~~covered by this annual report on Form 10-K, we have not been able to ~~each~~remediate ~~named~~the ~~executive~~material ~~officer~~weaknesses ~~during~~identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ~~ended~~ending August 31, ~~2013.~~2014: In(i) ~~addition~~ appoint additional qualified personnel to ~~cash~~address ~~compensation~~inadequate assegregation of ~~indicated,~~duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our ~~CFO~~securing ~~was~~additional ~~awarded~~financing ~~99,996~~to ~~shares~~cover the costs of ~~common~~implementing ~~stock~~the ~~valued~~changes atrequired. $9If we are unsuccessful in securing such funds,~~250~~ remediation efforts may be adversely affected in a material manner.

13This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

~~Table~~Item of9B. ~~Contents~~Other Information

~~Outstanding Equity Awards at Fiscal Year-End~~None

~~The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of August 31, 2013.~~10

~~OUTSTANDING~~Table ~~EQUITY AWARDS AT FISCAL YEAR-END OPTION AWARDS STOCK AWARDS Name Number~~ of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Shares of Stock That Have Not Vested (#) Market Value of Shares or Shares of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Shares or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Shares or Other Rights That Have Not Vested (#) Scott Plantinga - - - - - - - - - Bruce R. Knoblich - - - - - - - - - Pamela J. McKeown - - - - - - - - - George Rodriguez - - - - - - - - - Sterling Hamilton, former officer - - - - - - - - -Contents

~~Director Compensation~~PART III

~~The table~~Item ~~below~~10. ~~summarizes~~Directors, ~~all~~Executive ~~compensation~~Officers ofand ~~our~~Corporate ~~directors for the year ended August 31, 2013.~~Governance

~~DIRECTOR~~Our ~~COMPENSATION~~sole ~~Name~~executive ~~Fees~~officer ~~Earned~~and or Paid in Cash Stock Awards Option Awards Non-Equity Incentive Plan Compensation Non-Qualified Deferred Compensation Earnings All Other Compensation Total Scott Plantinga - - - - - - - Bruce R. Knoblich - - - - - - - Anthony Hama - - - - - - - Sterling Hamilton, former director -is -as ~~- - - - -~~follows:

Name	Age		Position(s) and Office(s) Held
Kendall Smith		33	President, Chief Executive Officer, Chief Financial Officer and Director
Jesse Lopez		31	Director
Pamela J. McKeown		52	Secretary and Treasurer

~~Table~~Set forth below is a brief description of ~~Contents~~the background and business experience of each of our current executive officers and directors.

~~Narrative~~Kendall Smith is our President, Chief ~~Disclosure~~Executive Officer, and Chief Financial Officer, and a member of our Board of Directors. Mr. Smith is a business entrepreneur with over thirteen years of experience consulting and providing services in multiple sectors ranging from the cultivation and harvesting of cannabis and hemp to being a patient advocate and caregiver. Mr. Smith started his post academic career in 2001 operating a graphic design company. After selling his interest in that business in 2003, Mr. Smith attended College of Southern Nevada, where he focused his studies in the ~~Director~~culinary ~~Compensation~~arts ~~Table~~and in food and beverage management. In 2005, Mr. Smith started Impressive Printing, a custom apparel and merchandise printing company focusing on institutional markets including public schools, sporting leagues, local bands and businesses. In January 2010, Mr. Smith founded two businesses, Juicy Freeze, a health juice bar that was located internally to athletic gyms, and Presidential Catering, a business specializing in meal planning and preparation and catering special events. In 2014, Mr. Smith founded Smith & Ramsay, LLC, a Nevada-based company that specializes in flavoring and aroma extraction servicing the food, beverage and tobacco industries. Mr. Smith has been an active volunteer with the Nevada Children’s Center, the Clark County School District, and 3Square Nevada, a statewide food bank. His drive for community activism and wellness education prompted his research in cannabinoids and the industrial hemp industry, where he continues to make strides in breeding and cultivation.

WeJesse doLopez ~~not compensate~~is a member of our ~~directors~~Board of Directors. Mr. Lopez is currently a Vice President of NORML (National Organization of Reform of Marijuana Laws), and has been an activist for ~~their~~the ~~service~~cannabis atmovement ~~this~~for ~~time~~the past seventeen years. He has also been recently elected Vice President of AZ4NORML, which is a non-profit organization that is dedicated to reforming the current marijuana laws for the state of Arizona. Mr. Lopez was also one of the driving force behind Arizona's Prop-203, the ballot measure to legalize the use of medical marijuana in Arizona. He most recently wrote AZ-SB-2211, which allows for the growth of industrial hemp in the state as one of the largest agricultural crops. Mr. Lopez has also been a board member of Safer Arizona since January of 2014. From May 2012 to August 2014, Mr. Lopez was the owner of Dove Mountain Inflatables Inc. From December of 2010 to April of 2012, he was the General Manager and Executive Chef of the Port of Long Beach Restaurant. From June to December of 2010, he was the Kitchen Manager of the Shoreline Yacht Club of Long Beach. From January of 2008 to May of 2010, Mr. Lopez was Assistant General Manager of the Dove Mountain Ritz Carlton Property. In addition, he also held the title of corporate trainer for that company and opened three Ritz Carlton locations. From November of 2006 to January of 2010, Mr. Lopez was with Darden Restaurant Group, where was a Corporate Trainer and a Training Director, which included him personally overseeing the opening of numerous different locations.

~~Item~~Pamela J. McKeown is our Secretary, and Treasurer. For the past 12 years, Ms. ~~Security~~McKeown ~~Ownership~~has been the Controller for Installing Dealer Supply, Inc. She has been responsible for developing and managing the finances and accounting of ~~Certain~~Installing ~~Beneficial~~Dealer ~~Owners~~Supply along with the company’s operations, inclusive of sales, customer service, purchasing, inventory and ~~Management~~credit management. Ms. McKeown has prior experience with large corporations, including DLS Constructors, a noted provider of underground piping for highways to the State of California, and ~~Related~~with Air ~~Stockholder~~Control ~~Matters~~Management, Inc. (ACM), a supplier to the tract home industry.

~~The following~~Term ~~table sets forth, as~~ of December 11, 2013, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group:Office

Title of class		Name and address of beneficial owner (1)	Amount of beneficial ownership	Percent of class*
Executive Officers & Directors:
Common	Scott Plantinga 533 Birch Street Lake Elsinore, CA 92530		1,333,333	3.74%
Common	Bruce R. Knoblich 533 Birch Street Lake Elsinore, CA 92530		6,000,000	16.83%
Common	Pamela J. McKeown 533 Birch Street Lake Elsinore, CA 92530		219,996	0.62%
Common	George Rodriguez 533 Birch Street Lake Elsinore, CA 92530		200,004	0.56%
Common	Anthony Hama 533 Birch Street Lake Elsinore, CA 92530		54,504	0.15%
Common	Total all executive officers and directors		7,807,837	21.91%
	Other 5% Shareholders
	None

Our Directors are appointed for a one year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

(1) As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.11

15Table of Contents

~~Table~~Family ~~of Contents~~Relationships

~~Item 13.~~There ~~Certain~~are ~~Relationships~~no ~~and~~family ~~Related~~relationships ~~Transactions~~between or among the directors, ~~and~~executive ~~Director~~officers ~~Independence~~or persons nominated or chosen by us to become directors or executive officers.

~~Except as~~Involvement stated herein, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in~~-laws)~~ ofCertain ~~any~~Legal of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.Proceedings

OnTo ~~September 19,~~the ~~2012~~best of our knowledge, weduring ~~entered~~the ~~into~~past ten anyears, ~~Agreement~~none of ~~Conveyance~~the following occurred with respect to a present or former director, ~~Transfer~~executive ~~and~~officer, ~~Assignment~~or ofemployee: ~~Membership~~(1) ~~Interests~~any bankruptcy ~~and~~petition ~~Assumption~~filed by or against any business of ~~Obligations (the~~which ~~“Agreement”)~~such ~~with~~person ~~our~~was ~~former~~a ~~sole~~general partner or executive officer ~~and~~either ~~director,~~at the ~~Sterling~~time ~~Hamilton.~~of ~~Pursuant~~the bankruptcy or within two years prior to ~~the~~that ~~Agreement,~~time; we(2) ~~transferred~~any conviction in a criminal proceeding or being subject ~~all~~to ~~membership~~a ~~interests~~pending incriminal ~~our~~proceeding ~~operating~~(excluding ~~subsidiary,~~traffic ~~SOI~~violations ~~Nevada~~and other minor offenses); (3) being subject to any order, ~~LLC~~judgment or decree, tonot ~~Mr.~~subsequently ~~Hamilton.~~reversed, Insuspended, ~~exchange~~vacated, ~~for~~of ~~this~~any ~~assignment~~court of ~~membership interests~~competent jurisdiction, ~~Mr.~~permanently ~~Hamilton~~or ~~agreed~~temporarily toenjoining, barring, ~~assume~~suspending ~~and~~or ~~cancel~~otherwise ~~all~~limiting ~~liabilities~~his ~~relating~~or toher ~~our~~involvement ~~former~~in ~~business~~any type of ~~developing~~business, securities or banking activities; and (4) being found by a ~~chain~~court of ~~flotation tank~~competent ~~therapy~~jurisdiction ~~spas.~~(in Ina ~~addition~~civil action), ~~Mr.~~the ~~Hamilton~~SEC ~~agreed~~or tothe ~~release~~Commodities ~~all~~Futures ~~liability~~Trading ~~under~~Commission to have violated a ~~promissory~~federal ~~note~~or ~~due~~state ~~and~~securities ~~owing~~or tocommodities ~~him~~law, inand the ~~amount~~ ofjudgment $2has not been reversed,~~000~~ suspended or vacated.

~~Through~~Committees ~~August 31,~~of ~~2013, we have borrowed~~ the total sum of $289,998 from our former President and CEO, Bruce R. Knoblich. Our obligations regarding this loan are currently memorialized in a Promissory Note dated May 31, 2013. The note bears interest at an annual rate of five percent (5%), with all principal and interest due on or before November 30, 2013.Board

~~Over the~~We ~~past~~do ~~year,~~not wecurrently have ~~advanced~~a ~~funds~~compensation ~~in the total amount of $77~~committee,~~307~~ toexecutive ~~Installing Dealer Supply~~committee, ~~Inc., a company owned by Bruce~~ R.or ~~Knoblich,~~stock ~~our~~plan ~~former CEO and our current Chairman and member of the board of directors~~committee. ~~These advances have been documented under a Note that bears interest at a rate of 8% and matures in 90 days.~~

~~Director Independence~~Audit Committee

We ~~are~~do not have a ~~“listed~~separately-designated ~~issuer”~~standing audit ~~within~~committee. The entire Board of Directors performs the ~~meaning~~functions of ~~Item~~an ~~407~~audit committee, but no written charter governs the actions of ~~Regulation~~the ~~S-K~~Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and ~~there~~meets ~~are~~and nointeracts ~~applicable~~with ~~listing~~the ~~standards~~independent ~~for~~accountants to discuss issues related ~~determining~~to financial reporting. In addition, the ~~independence~~Board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our ~~directors~~annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor. ~~Applying~~Our Board of Directors, which performs the ~~definition~~functions of ~~independence~~an ~~set~~audit ~~forth~~committee, indoes ~~Rule~~not ~~4200(~~have a member who would qualify as an “audit committee financial expert” within the definition of Item 407(d)(155)(ii) of ~~The Nasdaq~~Regulation ~~Stock~~S-K. ~~Market~~We believe that, ~~Inc.~~at our current size and stage of development, wethe ~~believe~~addition ~~that~~of ~~Anthony~~a ~~Hama~~special isaudit ancommittee ~~independent~~financial ~~director~~expert to the Board is not necessary.

~~Item 14.~~Nomination ~~Principal Accounting Fees and Services~~Committee

~~Below~~Our ~~is the~~Board ~~table~~ of ~~Audit~~Directors ~~Fees~~does ~~(amounts~~not inmaintain ~~US$)~~a ~~billed~~nominating bycommittee. As ~~our~~a ~~auditor~~result, inno ~~connection~~written ~~with~~charter governs the ~~audit~~director ofnomination process. Our size and the ~~Company’s~~size ~~annual~~of ~~financial~~our Board, at this time, do not ~~statements~~require ~~for~~a ~~the~~separate ~~years~~nominating ~~ended:~~committee.

Financial Statements for the Year Ended August 31	Audit Services	Audit Related Fees	Tax Fees	Other Fees
2013	$16,000	$6,300	$0	$0
2012	$5,500	$4,500	$0	$0

When evaluating director nominees, our directors consider the following factors:

16- The appropriate size of our Board of Directors; - Our needs with respect to the particular talents and experience of our directors; - The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board; - Experience in political affairs; - Experience with accounting rules and practices; and - The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board members.

~~Table~~Our goal is to assemble a Board that brings together a variety of perspectives ~~Contents~~and skills derived from high quality business and professional experience. In doing so, the Board will also consider candidates with appropriate non-business backgrounds.

~~PART~~Other than the foregoing, there are no stated IVminimum criteria for director nominees, although the Board may also consider such other factors as it may deem are in our best interests as well as our stockholders. In addition, the Board identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Board are polled for suggestions as to individuals meeting the criteria described above. The Board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary. The Board does not typically consider shareholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.

~~Item 15. Exhibits, Financial Statements Schedules~~12

~~(a)~~Table ~~Financial~~of ~~Statements and Schedules~~Contents

~~The following~~Code ~~financial~~of ~~statements and schedules listed below are included in this Form 10-K.~~Ethics

As of August 31, 2014, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal ~~Statements~~accounting ~~(See~~officer ~~Item~~or 8)controller, or persons performing similar functions.

~~(b)~~Item ~~Exhibits~~11. Executive Compensation

Exhibit Number	Description
3.1	Articles of Incorporation(1)
3.2	Bylaws(1)
10.1	Exclusive License / Royalty Agreement with SP Innovations, Inc.(3)
10.2	Promissory Note issued to Argent Offset, LLC dated February 27, 2013(4)
10.3**	Temporary Forbearance Agreement with Argent Offset, LLC
10.4	Convertible Promissory Note and Security Agreement with Steven J. Caspi(5)
10.5	Marketing / Sales & National Call Center Services Agreement with Global Response Marketing, LLC(6)
10.6	Convertible Promissory Note with Asher Enterprises, Inc. dated March 20, 2013(7)
10.7	Securities Purchase Agreement with Asher Enterprises, Inc. dated March 20, 2013(7)
10.8	Convertible Promissory Note with Asher Enterprises, Inc. dated April 4, 2013(7)
10.9	Securities Purchase Agreement with Asher Enterprises, Inc. dated April 4, 2013(7)
10.10	Convertible Promissory Note with Asher Enterprises, Inc. dated June 3, 2013(7)
10.11	Securities Purchase Agreement with Asher Enterprises, Inc. dated June 3, 2013(7)
10.12	Promissory Note to JMJ Financial(8)
10.13	Amendment to Promissory Note to JMJ Financial(8)
10.14	Promissory Note issued to Bruce R. Knoblich dated May 31, 2013(9)
10.15**	Convertible Promissory Note with Asher Enterprises, Inc. dated August 5, 2013
10.16**	Securities Purchase Agreement with Asher Enterprises, Inc. dated August 5, 2013
10.17**	Promissory Note from Installing Dealer Supply, Inc.
10.18**	Executive Employment Agreement with Scott Plantinga
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Annual Report on Form 10-K for the year ended August 31, 2013 formatted in Extensible Business Reporting Language (XBRL).

Compensation Discussion and Analysis

Our current President, CEO, and CFO, Kendall Smith, is employed under an Executive Employment Agreement (1the “Agreement”) ~~Incorporated~~. Under the Agreement, Mr. Smith is serving as our President and CEO for an initial term ending on August 31, 2015, with an automatic renewal for an additional year unless the Agreement is terminated by ~~reference~~advance notice. Mr. Smith’s base salary per year is $100,000, subject to ~~Registration~~adjustments ~~Statement~~and onperformance ~~Form~~bonuses to S-be determined by the board of directors. As a signing bonus under the Agreement, Mr. Smith was issued 1,000,000 ~~filed~~shares ~~October~~of 26Class A Convertible Preferred Stock. Class A Convertible Preferred Stock votes together with our common stock at a rate of three thousand (3,000) ~~2011~~votes for each preferred share held. In addition, Class A Convertible Preferred Stock is convertible to shares of our common stock, at the option of the holder, at a rate of one share of common stock for each preferred share held. In any liquidation, holders of our Class A Convertible Preferred Stock will participate pro-rata with the holders of our common stock. Shares of Class A Convertible Preferred Stock have no dividend rights.

~~(2) Incorporated~~In addition, Mr. Smith is entitled under the byAgreement ~~reference~~to the issuance of a new class of preferred stock to-be-designated. ~~Current~~This ~~Report~~additional preferred stock interest will be granted in tranches upon the achievement of certain milestones as set forth in the Agreement and will, when fully issued, be convertible to a total of 50.1% of our total issued and outstanding common stock on ~~Form~~the ~~8-K~~date ~~filed~~of ~~September~~the 19Agreement. The Agreement contains a covenant not to compete with us in the fields of industrial hemp, ~~2012~~medicinal marijuana, and related development, production, or sales for a period of two years after the termination of the Agreement.

~~(3) Incorporated~~Summary byCompensation ~~reference to Current Report on Form 8-K filed November 14, 2012.~~Table

~~(4)~~The table below summarizes all compensation ~~Incorporated~~awarded to, earned by, ~~reference~~or paid to ~~Quarterly~~our ~~Report~~former onor ~~Form~~current ~~10-Q~~executive ~~filed~~officers ~~April~~for 15the fiscal years ended August 31, 2014 and 2013.

(5) Incorporated by reference to Current Report on Form 8-K filed December 7, 2012

SUMMARY COMPENSATION TABLE

Name and

principal position

Year

Salary

($)

Bonus

($)

Stock Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings ($)

All Other

Compensation

($)

Total ($)

Kendall Smith, President, CEO, and CFO

2014

2013

$ n/a

$ -

$ n/a

$ -

$ n/a

$ -

$ n/a

$ -

$ n/a

$ -

$ n/a

$ -

$ n/a

Pamela J. McKeown, Secretary, and Treasurer

2014

2013

$ 45,959

$ 50,861

$ -

$ n/a

$9,250

$ 9,250

$ -

$ n/a

$ -

$ n/a

$ -

$ n/a

$ -

$ n/a

$ 45,959

$ 60,111

George Rodriguez, former

Vice President

2014

2013

$ 45,865

$ 64,167

$ -

$ n/a

$ -

$ n/a

$ -

$ n/a

$ -

$ n/a

$ -

$ n/a

$ -

$ n/a

$ 45,964

$ 64,167

Scott Plantinga, former President and CEO

2014

2013

$ 51,957

$ 11,697

$ -

$ n/a

$ 81,250

$ n/a

$ -

$ n/a

$ -

$ n/a

$ -

$ n/a

$ -

$ n/a

$ 133,204

$ 11,697

~~(6) Incorporated~~Narrative byDisclosure ~~reference~~ to ~~Current~~the ~~Report~~Summary ~~on Form 8-K filed January 30, 2013~~Compensation ~~(7) Incorporated by reference to Current Report on Form 8-K filed June 7, 2013~~Table

~~(8) Incorporated~~The bytable ~~reference~~above reflects the compensation paid to ~~Current~~each ~~Report~~named onexecutive officer ~~Form~~during ~~8-K~~the ~~filed~~fiscal ~~June~~year 21ended August 31, 2014 and 2013. Our current President and CEO, Kendall Smith, did not serve during our most recent fiscal year.

~~(9) Incorporated by reference to Quarterly Report of Form 10-Q filed July 15, 2015~~13

**Provided herewithTable of Contents

17Outstanding Equity Awards at Fiscal Year-End

~~Table~~The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of ~~Contents~~August 31, 2014.

~~SIGNATURES~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END OPTION AWARDS STOCK AWARDS Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Shares of Stock That Have Not Vested (#) Market Value of Shares or Shares of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Shares or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Shares or Other Rights That Have Not Vested (#) Kendall Smith - - - - - - - - - Pamela J. McKeown - - - - - - - - - George Rodriguez, former officer - - - - - - - - - Scott Plantinga, former officer - - - - - - - - -

~~Pursuant to~~Director ~~the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Compensation

~~IDS~~The ~~SOLAR~~table below summarizes all compensation ~~TECHNOLOGIES~~of our directors for the year ended August 31, ~~INC~~2014.

By:	/s/ Scott Plantinga
	Scott Plantinga
Title:	Chief Executive Officer, President and Director
Date:	December 13, 2013

DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Non-Qualified Deferred Compensation Earnings	All Other Compensation	Total
Kendall Smith	-	-	-	-	-	-	-
Jesse Lopez	-	-	-	-	-	-	-
Scott Plantinga, former director	-	-	-	-	-	-	-
Bruce R. Knoblich, former director	-	-	-	-	-	-	-

~~Pursuant to~~Narrative ~~the~~Disclosure ~~requirements~~to of the ~~Securities~~Director ~~Exchange Act of 1934, this report has been signed below by the following persons on behalf~~Compensation ~~of the registrant and in the capacities and on the dates indicated.~~Table

By:	/s/ Scott Plantinga
	Scott Plantinga
Title:	Chief Executive Officer, President and Director
Date:	December 13, 2013

We do not compensate our directors for their service as directors at this time.

By:	/s/ Bruce R. Knoblich
	Bruce R. Knoblich
Title:	Chairman of the Board and Director
Date:	December 13, 2013

By:	/s/ Pamela . McKeown
	Pamela J. McKeown
Title:	Chief Financial Officer, Secretary, and Treasurer
Date:	December 13, 2013

Table of Contents

By:	/s/ Anthony Hama
	Anthony Hama
Title:	Director
Date:	December 13, 2013

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

18The following table sets forth, as of December 11, 2014, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group:

Title of class	Name and address of beneficial owner ⁽¹⁾		Amount of beneficial ownership	Percent of class*
Executive Officers & Directors:
Common		Kendall Smith 31500 Grape Street, Suite 3-345 Lake Elsinore, CA 92532	1,000,000⁽²⁾	0.25%
Common		Jesse Lopez 31500 Grape Street, Suite 3-345 Lake Elsinore, CA 92532	0	0%
Common		Pamela J. McKeown 31500 Grape Street, Suite 3-345 Lake Elsinore, CA 92532	1,219,996	0.31%
Common		Total all executive officers and directors (3 persons)	1,219,996	0.56%
Common		Other 5% Shareholders
		None
Class A Convertible Preferred		Kendall Smith 31500 Grape Street, Suite 3-345 Lake Elsinore, CA 92532	1,000,000⁽³⁾	100%
Class A Convertible Preferred		Jesse Lopez 31500 Grape Street, Suite 3-345 Lake Elsinore, CA 92532	0	0%
Class A Convertible Preferred		Pamela J. McKeown 31500 Grape Street, Suite 3-345 Lake Elsinore, CA 92532	0	0%
Class A Convertible Preferred		Total all executive officers and directors (3 persons)	1,000,000	100%

⁽¹⁾	As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.
⁽²⁾	Reflects 1,000,000 shares of Class A Convertible Preferred Stock which are convertible to 1,000,000 shares of common stock.
⁽³⁾	Each share of Class A Convertible Preferred Stock is entitled to 3,000 votes on matters submitted to a vote of the shareholders. Mr. Smith therefore controls 3,000,000,000 shares in voting power, or approximately 88.43% of the shareholder voting power as of December 11, 2014

Table of Contents

Except as stated herein, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us:

1. On September 19, 2012, we entered into an Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations (the “Agreement”) with our former sole officer and director, Sterling Hamilton. Pursuant to the Agreement, we transferred all membership interests in our operating subsidiary, SOI Nevada, LLC, to Mr. Hamilton. In exchange for this assignment of membership interests, Mr. Hamilton agreed to assume and cancel all liabilities relating to our former business of developing a chain of flotation tank therapy spas. In addition, Mr. Hamilton agreed to release all liability under a promissory note due and owing to him in the amount of $2,000.

2. On May 31, 2013, the Company’s former CEO, Bruce Knoblich and the Company executed a promissory note for $289,998, $2,150 of which has been repaid. The note bears interest at 5% and was due November 30, 2013. On July 22, 2014, the principle and accrued interest were rolled into a new convertible promissory note for $304,973. The new note bears interest at 8% per annum and is convertible at a 49% discount of the average trading price during the ten days preceding the conversion date. The note is shown net of a debt discount of $244,839 at August 31, 2014 as accrued interest of $2,411. Subsequent to the reporting period, a total of $120,000 of this obligation has been assigned to unrelated third parties.

3. On November 6, 2014, our Board of Directors approved a Severance and Release Agreement (the “Agreement”) with our departing former CEO and board member, Scott Plantinga. The Agreement resolves all claims for compensation, benefits, or other consideration due to Mr. Plantinga under his Executive Employment Agreement dated September 1, 2013. The Agreement contains the following key terms:

·	Mr. Plantinga will be paid two cash installments totaling $45,000, with $25,000 due by November 10, 2014 and $20,000 due by February 10, 2014.
·	Mr. Plantinga will further be paid $133,000 within one year.
·	The cash payment obligations set forth above are further each documented by Convertible Promissory Notes which may be converted in whole or in part at a price equal to fifty percent (50%) of the market price of our common stock.
·	Mr. Plantinga will also be granted 1,500,000 shares of common stock.
·	Mr. Plantinga will be retained to advise the company under a Consulting Agreement which calls for compensation in the form of 58,500,000 shares of common stock.

4. Our current President, CEO, and CFO, Kendall Smith, is employed under an Executive Employment Agreement (the “Agreement”). Under the Agreement, Mr. Smith is serving as our President and CEO for an initial term ending on August 31, 2015, with an automatic renewal for an additional year unless the Agreement is terminated by advance notice. Mr. Smith’s base salary per year is $100,000, subject to adjustments and performance bonuses to be determined by the board of directors. As a signing bonus under the Agreement, Mr. Smith was issued 1,000,000 shares of Class A Convertible Preferred Stock. In addition, Mr. Smith is entitled under the Agreement to the issuance of a new class of preferred stock to-be-designated. This additional preferred stock interest will be granted in tranches upon the achievement of certain milestones as set forth in the Agreement and will, when fully issued, be convertible to a total of 50.1% of our total issued and outstanding common stock on the date of the Agreement. The Agreement contains a covenant not to compete with us in the fields of industrial hemp, medicinal marijuana, and related development, production, or sales for a period of two years after the termination of the Agreement.

5. We are currently negotiating an exclusive production agreement with Luna Agro & Earth Science, LLC (“LAES”), a Company partly owned by our CEO. The agreement would provide us with exclusive rights to twenty (20) acres of land dedicated to cultivating our planned line of proprietary industrial cannabis genetics. Under the production agreement, we would pay LAES a production fee of five percent (5%) of our total wholesale price of all materials supplied.

Director Independence

We are not a “listed issuer” within the meaning of Item 407 of Regulation S-K and there are no applicable listing standards for determining the independence of our directors. Applying the definition of independence set forth in Rule 4200(a)(15) of The Nasdaq Stock Market, Inc., we believe that Jesse Lopez is an independent director.

Item 14. Principal Accounting Fees and Services

Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:

Financial Statements for the Year Ended August 31		Audit Services		Audit Related Fees		Tax Fees		Other Fees
	2014	$	21,400	$	11,000	$	0	$	0
	2013	$	16,000	$	6,300	$	0	$	0

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PART IV

Item 15. Exhibits, Financial Statements Schedules

(a)

Financial Statements and Schedules

The following financial statements and schedules listed below are included in this Form 10-K.

Financial Statements (See Item 8)

(b)

Exhibits

Exhibit Number	Description
3.1	Articles of Incorporation⁽¹⁾
3.2	Certificate of Designation – Class A Convertible Preferred Stock⁽²⁾
3.3	Bylaws⁽¹⁾
10.1	Promissory Note to JMJ Financial⁽³⁾
10.2	Amendment to Promissory Note to JMJ Financial⁽³⁾
10.3	Promissory Note issued to Bruce R. Knoblich dated May 31, 2013⁽⁴⁾
10.4**	Convertible Promissory Note issued to Blackbridge Capital, LLC dated September 17, 2014
10.5**	Convertible Promissory Note issued to WHC Capital, LLC dated September 24, 2014
10.6**	Securities Exchange and Settlement Agreement with Beaufort Capital Partners dated October 24, 2014
10.7	Convertible Promissory Note with Asher Enterprises, Inc. dated February 27, 2014⁽⁵⁾
10.8	Securities Purchase Agreement with Asher Enterprises, Inc. dated February 27, 2014⁽⁵⁾
10.9**	Convertible Promissory Note with KBM Worldwide, Inc. dated March 19, 2014
10.10**	Securities Purchase Agreement with KBM Worldwide, Inc. dated March 19, 2014
10.11	Convertible Note issued to Black Mountain Equities, Inc. dated March 5, 2014⁽⁶⁾
10.12**	Convertible Promissory Note with KBM Worldwide, Inc. dated May 20, 2014
10.13**	Securities Purchase Agreement with KBM Worldwide, Inc. dated May 20, 2014
10.14**	Convertible Promissory Note with KBM Worldwide, Inc. dated August 18, 2014
10.15**	Securities Purchase Agreement with KBM Worldwide, Inc. dated August 18, 2014
10.16**	8% Convertible Redeemable Note with LG Capital Funding, LLC dated July 14, 2014
10.17	Executive Employment Agreement with Kendall Smith⁽⁷⁾
10.18	Severance and Release Agreement with Scott Plantinga⁽⁸⁾
10.19	Convertible Promissory Note and Security Agreement with Steven J. Caspi⁽⁹⁾
10.20**	Forbearance Agreement with Steven J. Caspi dated March 10, 2014
31.1**	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Annual Report on Form 10-K for the year ended August 31, 2014 formatted in Extensible Business Reporting Language (XBRL).

⁽¹⁾ Incorporated by reference to Registration Statement on Form S-1 filed October 26, 2011.

⁽²⁾ Incorporated by reference to Current Report on Form 8-K filed October 22, 2014.

⁽³⁾ Incorporated by reference to Current Report on Form 8-K filed June 21, 2013.

⁽⁴⁾ Incorporated by reference to Quarterly Report on Form 10-Q filed July 15, 2013.

⁽⁵⁾ Incorporated by reference to Quarterly Report on Form 10-Q filed April 21, 2014.

⁽⁶⁾ Incorporated by reference to Quarterly Report on Form 10-Q filed July 21, 2014.
⁽⁷⁾ Incorporated by reference to Current Report on Form 8-K filed October 22, 2014.

⁽⁸⁾ Incorporated by reference to Current Report on Form 8-K filed November 7, 2014.

⁽⁹⁾ Incorporated by reference to Current Report on Form 8-K filed December 7, 2012.

**Provided herewith

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AJA CANNAFACTURING, INC.

By:	/s/ Kendall Smith
	Kendall Smith
Title:	Chief Executive Officer, Chief Financial Officer, President and Director
Date:	December 16, 2014

Pursuant to the requirements 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.

By:	/s/ Kendall Smith
	Kendall Smith
Title:	Chief Executive Officer, Chief Financial Officer, President and Director
Date:	December 16, 2014

By:	/s/ Jesse Lopez
	Jesse Lopez
Title:	Director
Date:	December 16, 2014

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