UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 10-Q

____________

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

For the quarterly period ended ~~September~~December 3031, 2014

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

For the transition period from ______ to _______

Commission File Number 001-32984

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MICROELECTRONICS TECHNOLOGY COMPANY

(Name of small business issuer in its charter)



Nevada		20-2675800
(State of incorporation)		(I.R.S. Employer Identification No.)

~~500~~1516 NE. ~~Rainbow~~Tropicana ~~Blvd, Suite 300~~Avenue

Las Vegas, NV ~~89107~~89119

(Address of principal executive offices)

(~~702~~888) ~~221~~681-~~1938~~9777 ext 5

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

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[ ]

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	[ ] (Do not check if a smaller reporting company)	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]

As of ~~October~~January 215, ~~2014,~~2015 there were 14,~~659~~715,~~532~~103,~~541~~282 shares of the registrant’s $0.00001 par value common stock issued and outstanding.

MICROELECTRONICS TECHNOLOGY COMPANY*

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2934
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3337
ITEM 4.	CONTROLS AND PROCEDURES	3337
PART II.OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	3438
ITEM 1A.	RISK FACTORS	3438
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3438
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	3439
ITEM 4.	MINE SAFETY DISCLOSURES	3439
ITEM 5.	OTHER INFORMATION	3439
ITEM 6.	EXHIBITS	3539

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Microelectronics Technology Company (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company ~~has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.~~

has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we,"”MELY,” "our," "us," the "Company," refers to Microelectronics Technology Company.

PART I - FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

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MICROELECTRONICS TECHNOLOGY COMPANY

(A Development Stage Company)

Condensed Consolidated Financial Statements

(Expressed in US dollars)

~~September~~December 3031, 2014 (unaudited)

Financial Statement Index
Condensed Consolidated Balance Sheets (unaudited)	4
Condensed Consolidated Statements of Operations (unaudited)	5
Condensed Consolidated Statements of Cash Flows (unaudited)	6
Notes to the Condensed Consolidated Financial Statements (unaudited)	8

Financial Statement Index

Microelectronics Technology Company
(A Development Stage Enterprise)
Consolidated Balance Sheet
September 30, 2014 and June 30, 2014
				September 30,	June 30,
				2014	2014
			ASSETS	(Unaudited)
Current Assets
		Cash		$ 1,727	5,592
		Accounts receivable		254	18,171
		Loan receivable		240,778	6,175
	Total Current Assets			242,759	29,938
Non-Current Assets
		Equipment		345,165	357,720
		Intangible assets		286,377	303,920
		Security deposit		3,465	3,465
	Total Non-Current Assets			635,007	665,104
	TOTAL ASSETS			$ 877,766	$ 695,042
			LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
		Accounts payable and accrued liabilities		$ 74,472	74,311
		Related party loans		54,719	3,356
		Former related party loan		-	-
		Stockholders' loans		4,540	4,540
		Loan payable		4,975	4,975
		Notes payable, net of discount		1,407,624	1,093,566
		Derivative liabilities		387,223	420,092
	Total Current Liabilities			1,933,553	1,600,839
Stockholders' Deficit
Preferred stock
		Authorized: 50,000,000 shares, $0.00001 par value;
		issued and outstanding: 110,000 shares as at
		September 30, 2014 and June 30, 2013		1	1
Common Stock:
		Authorized: 7,500,000,000 shares, $0.00001 par value;
		issued and outstanding: 1,577,898,324 and 1,111,867,520 shares
		as at September 30, 2014 and June 30, 2014, respectively		15,779	11,119
Additional paid-in capital				2,620,773	2,112,852
Stock subscriptions receivable				(38,400)	(38,400)
Deficit accumulated in the development stage				(3,653,940)	(2,991,369)
	Total stockholders' Deficit			(1,055,787)	(905,797)
	TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$ 877,766	$ 695,042

Condensed Consolidated Balance Sheets (unaudited)

Microelectronics Technology Company
(A Development Stage Company)
Consolidated Statements of Operations
(Expressed in U.S. Dollars)
				Cumulative
				during the
				Development
				Stage
				from Inception
		For the three month period ended		(April 11, 2011
		September 30,		through
		2014	2013	September 30, 2014)
Revenue		$ 13,238	$ 3,846	$ 57,471
Management Fee Income - Related Party		-	-	8,000
Expenses
	Advertising	18,796	18,000	293,438
	Amortization expense	17,543	-	103,623
	Consulting fees	16,390	14,442	198,683
	Depreciation expense	18,846	-	29,633
	Impairment of mineral claims	-	-	124,911
	Management fees	30,000	15,000	265,000
	Professional fees	47,215	9,950	262,811
	Other General & Administrative	192,522	17,871	425,364
	Total Expenses	341,311	75,263	1,703,463
	Loss from Operations	(328,073)	(71,417)	(1,637,992)
Other Income (Expenses)
	Other Income	-	-	162,723
	Change in fair value of derivative	104,848	70,792	194,405
	Convertible debt discount	-	(50,616)	(991,831)
	Interest expense	(439,346)	(58,325)	(1,381,245)
	Total Other Expenses	(334,498)	(38,149)	(2,015,948)
	Loss before Income Taxes	(662,571)	(109,566)	(3,653,940)
	Income Taxes	-	-	-
	Net Loss	(662,571)	(109,566)	(3,653,940)
	Net Loss per share, basic and diluted	$ (0)	$ (0)
	Weighted average number of shares
	outstanding; basic and diluted	1,283,261,536	151,172,769

Microelectronics Technology Company
(A Development Stage Enterprise)
Consolidated Statement of Cash Flow
					Cumulative
					during the
					Development
					Stage
			For the three months		from Inception
			ended		(April 11, 2011)
			September 30,		to
			2014	2013	September 30, 2014)
Operating Activities
	Net Loss		(662,571)	(109,566)	(3,653,940)
	Adjustments to reconcile net loss
	to net cash provided by (used in) operations:
	Convertible debt issued for services rendered		-	-	32,316
	Amortization expense		17,543	-	103,623
	Interest expense		155,393	58,325	1,096,890
	Change in derivative liabilities		(104,848)	(70,792)	(194,405)
	Amortization of debt discount		283,953	50,616	1,275,784
	Depreciation		18,846	1,099	29,632
	Impairment of mineral claims		-	-	124,911
	Adjustments in reorganization		-	-	61,475
	Change in operating assets and liabilities:
		Accounts receivable	17,917	179	132
		Loan receivable	(234,603)	-	(240,778)
		Prepaid expenses	-	-	668
		Accounts payable and accrued expenses	161	8,580	11,759
Net cash provided by (used in) Operating Activities			(508,210)	(61,559)	(1,351,934)
Investing Activities
	Acquisition of equipment		(6,291)	(6,237)	(374,797)
	Acquisition of mineral claims		-	-	(124,911)
	Acquisition of intangible assets		-	-	(390,000)
	Security deposits		-	-	(3,465)
Net cash provided by (used in) Investing Activities			(6,291)	(6,237)	(893,173)
Financing Activities
	Proceeds of issuance of common stocks		-	-	1,584
	Proceeds of notes payable		459,273	104,215	2,054,464
	Payments to Shareholders' loans		-	-	4,540
	Proceeds of loan from Drake Group		-	-	4,975
	Proceeds of loan from related parties		51,363	(39,622)	219,671
	Former related party loan		-	-	-
	Stock subscriptions receivable		-	-	(38,400)
Net cash provided by (used in) Financing Activities			510,636	64,593	2,246,834
Net increase (decrease) in cash			(3,865)	(3,202)	1,727
Cash at beginning of period			5,592	4,683	-
Cash at end of period			$ 1,727	$ 1,481	$ 1,727
Non-cash Investing and Financing Activities
	Acquisition of intangible asset		$ -	$ -	$ 140,000
	Preferred stock issued for debt settlement		$ -	$ -	$ -
	Net asset adjustment in reorganization		$ -	$ -	$ 177,858

Condensed Consolidated Statements of Operations (unaudited) 5

Condensed Consolidated Statements of Cash Flows (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)


Microelectronics Technology Company
(A Development Stage Enterprise)
Consolidated Balance Sheet
December 31, 2014 and June 30, 2014

				December 31,	June 30,
				2014	2014
			ASSETS	(Unaudited)
Current Assets
		Cash		$ 230	5,592
		Accounts receivable		162	18,171
		Loan receivable		255,803	6,175
	Total Current Assets			256,195	29,938
Non-Current Assets
		Equipment		326,287	357,720
		Intangible assets		268,835	303,920
		Security deposit		3,465	3,465
	Total Non-Current Assets			598,587	665,104

	TOTAL ASSETS			$ 854,781	$ 695,042

			LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
		Accounts payable and accrued liabilities		$ 126,379	74,311
		Related party loans		46,935	3,356
		Stockholders' loans		4,540	4,540
		Loan payable		4,975	4,975
		Notes payable, net of discount		994,637	1,093,566
		Derivative liabilities		1,541,497	420,092
	Total Current Liabilities			2,718,963	1,600,839
Stockholders' Deficit
Preferred stock:
	Authorized: 50,000,000 shares, $0.00001 par value
		Series A Authorized: 110,000 shares, $0.00001 par value;
		issued and outstanding: 110,000 and 110,000 shares
		as of December 31, 2014 and June 30, 2014, respectively		1	1
		Series B Authorized: 1,000 shares, $0.00001 par value;
		issued and outstanding: 1,000 and 1,000 shares
		as of December 31, 2014 and June 30, 2014, respectively		-	-
Common stock:
		Authorized: 7,500,000,000 shares, $0.00001 par value;
		issued and outstanding: 4,715,103,282 and 1,111,867,520 shares
		as at December 31, 2014 and June 30, 2014, respectively		47,151	11,119
Additional paid-in capital				3,411,778	2,112,852
Stock subscriptions receivable				(38,400)	(38,400)
Deficit accumulated in the development stage				(5,284,711)	(2,991,369)
	Total stockholders' Deficit			(1,864,181)	(905,797)

	TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$ 854,781	$ 695,042

The accompanying notes are an integral part of these financial statements


Microelectronics Technology Company
(A Development Stage Company)
Consolidated Statements of Operations
(Expressed in U.S. Dollars)

						Cumulative
						during the
						Development
						Stage
						from Inception
		For the three months ended		For the six months ended		(April 11, 2011
		December 31,		December 31,		through
		2014	2013	2014	2013	December 31, 2014)
Revenue		$ 51,392	$ 4,521	$ 64,630	$ 8,367	$ 108,863

Management Fee Income - Related Party		-	-	-	-	8,000

Expenses
	Advertising	48,995	18,095	67,791	36,095	342,433
	Amortization expense	17,543	-	35,085	-	121,165
	Consulting fees	208,365	14,521	224,755	28,963	217,560
	Depreciation expense	18,877	-	37,724	-	237,998
	Impairment of mineral claims	-	-	-	-	124,911
	Management fees	30,000	30,000	60,000	45,000	295,000
	Professional fees	19,243	4,862	66,458	14,812	282,054
	Other General & Administrative	62,348	14,969	254,870	33,085	487,712
	Total Expenses	405,372	82,448	746,683	157,955	2,108,835

	Loss from Operations	(353,980)	(77,927)	(682,053)	(149,588)	(1,991,972)

Other Income (Expenses)
	Other Income	-	-	-	-	162,723
	Change in fair value of derivative	292,165	120,835	397,013	191,627	486,570
	Convertible debt discount	-	(41,242)	-	(91,858)	(991,831)
	Interest expense	(1,568,956)	(156,307)	(2,008,302)	(214,632)	(2,950,201)
	Total Other Expenses	(1,276,791)	(76,714)	(1,611,290)	(114,863)	(3,292,740)

	Loss before Income Taxes	(1,630,771)	(154,641)	(2,293,342)	(264,452)	(5,284,711)

	Income Taxes	-	-	-	-	-

	Net Loss	(1,630,771)	(154,641)	(2,293,342)	(264,452)	(5,284,711)

	Net Loss per share, basic and diluted	$ (0)	$ (0)	$ (0)	$ (0)

	Weighted average number of shares
	outstanding; basic and diluted	2,632,139,386	151,553,204	1,957,700,461	151,553,204

The accompanying notes are an integral part of these financial statements


Microelectronics Technology Company
(A Development Stage Enterprise)
Consolidated Statement of Cash Flow

							Cumulative
							during the
							Development
							Stage
			For the six months				from Inception
			ended				(April 11, 2011)
			December 31,				to
			2014		2013		December 31, 2014)
Operating Activities
	Net Loss			(2,293,342)		(264,452)		(5,284,711)
	Adjustments to reconcile net loss
	to net cash provided by (used in) operations:
	Convertible debt issued for services rendered			-		-		32,316
	Amortization expense			35,085		-		121,165
	Interest expense			1,265,562		214,632		2,207,059
	Change in derivative liabilities			(397,013)		(191,627)		(486,570)
	Amortization of debt discount			742,740		91,858		1,734,571
	Depreciation			37,724		2,327		48,510
	Stock issued for services			149,500		-		149,500
	Impairment of mineral claims			-		-		124,911
	Adjustments in reorganization			-		-		61,475
	Change in operating assets and liabilities:
		Accounts receivable	18,009		(89)		224
		Loan receivable	(249,628)		-		(255,803)
		Prepaid expenses	-		-		668
		Accounts payable and accrued expenses	52,068		29,479		63,666
Net cash provided by (used in) Operating Activities				(639,295)		(117,872)		(1,483,019)
Investing Activities
	Acquisition of equipment			(6,291)		(10,018)		(374,797)
	Acquisition of mineral claims			-		-		(124,911)
	Acquisition of intangible assets			-		-		(390,000)
	Security deposits			-		-		(3,465)
Net cash provided by (used in) Investing Activities				(6,291)		(10,018)		(893,173)
Financing Activities
	Proceeds of issuance of common stocks			-		-		1,584
	Proceeds of notes payable			596,645		342,299		2,191,836
	Payments to Shareholders' loans			-		-		4,540
	Proceeds of loan from Drake Group			-		-		4,975
	Proceeds of loan from related parties			43,579		(25,337)		211,887
	Former related party loan			-		(190,084)		-
	Stock subscriptions receivable			-		-		(38,400)
Net cash provided by (used in) Financing Activities				640,224		126,879		2,376,422

Net increase (decrease) in cash				(5,362)		(1,011)		230

Cash at beginning of period				5,592		4,683		-

Cash at end of period				$ 230		$ 3,672		$ 230

Non-cash Investing and Financing Activities
	Acquisition of intangible asset			$ -		$ -		$ 140,000
	Preferred stock issued for debt settlement			$ -		$ -		$ -
	Net asset adjustment in reorganization			$ -		$ -		$ 177,858

The accompanying notes are an integral part of these financial statements

Microelectronics Technology Company

(A Development Stage Company)

Notes to Financial Statements as of ~~September~~December 3031, 2014

(Expressed in US Dollars)

Note 1 –Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Cloud Data Corporation, a company incorporated in the State of Nevada. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year end is June 30, 2015 and 2014.

Note 2 – Nature of Operations and Continuance of Business

Microelectronics Technology Company (the “Company”) was incorporated in the State of Nevada on May 18, 2005 under the name Admax Resources Inc., which name was changed on February 9, 2007 to China YouTV Corp. and then to Microelectronics Technology Company on August 31, 2009. From May 18, 2005 to August 26, 2011, the Company’s business operations were limited to the acquisition and evaluation of mineral claims and the evaluation of an internet media venture in China.

On August 26, 2011, the Company entered into a Share Exchange Agreement with Cloud Data Corporation (“Cloud Data”). Pursuant to the agreement, the Company issued 70,000,000 shares of common stock in exchange for all of the issued and outstanding shares of Cloud Data. The acquisition was a capital transaction in substance and therefore has been accounted for as a recapitalization, which is outside the scope of Accounting Standards Codification (“ASC”) 805, Business Combinations. Under recapitalization accounting, Cloud Data was considered the acquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of the Company. Assets acquired and liabilities assumed are reported at their historical amounts. These consolidated financial statements include the accounts of the Company since the effective date of the recapitalization and the historical accounts of the business of Cloud Data since inception on April 11, 2011. As a result of the transaction, the Company’s business operations have consisted of online marketing and advertising services since August 26, 2011, to the present.

accounts of the business of Cloud Data since inception on April 11, 2011. As a result of the transaction, the Company’s business operations have consisted of online marketing and advertising services since August 26, 2011, to the present.

On November 2, 2011 the President, Edward Manetta, resigned. He was replaced by Brett Everett as President, Secretary, Treasurer and a director.

Note 3 - Summary of Significant Accounting Policies

Use of Estimates.

The preparation of these financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to stock-based compensation and deferred income tax valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Basic and Diluted Loss Per Share.

The Company computes (loss) per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted per share (EPS) on the face of the income statement. Basic loss per share is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

Cash and Cash Equivalents. The Company considers all highly liquid instruments with maturity of nine months or less at the time of issuance to be cash equivalents. The Company has no cash equivalents as of September 30, 2014 and June 30, 2014.

The Company considers all highly liquid instruments with maturity of nine months or less at the time of issuance to be cash equivalents. The Company has no cash equivalents as of September 30, 2014 and June 30, 2014.

Financial Instruments.

The Company’s financial instruments consist principally of cash, amounts receivable, and accounts payable, due to related parties and due to former related party. Pursuant to ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments the fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the Company’s other financial instruments approximate their current fair values because of their nature or respective relatively short maturity dates.

The Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

Mineral Property Costs ~~Mineral property exploration costs are expensed as incurred~~. ~~Mineral property acquisition costs are initially capitalized. When it has been determined that a mineral property can be~~

Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Income Taxes.

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Interest and penalties on tax deficiencies recognized in accordance with ASC accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

Foreign Currency Translation. The functional and reporting currency of the Company is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars in accordance with ASC 740 Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

The functional and reporting currency of the Company is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars in accordance with ASC 740 Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

To the extent that the Company incurs transactions that are not denominated in its functional currency, they are undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Stock-based Compensation.

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.

ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

Recently Issued Accounting Pronouncements .

Recent Developed Accounting Pronouncements

Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the consolidated financial statements.

disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the consolidated financial statements.

Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted

In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this standard are effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our consolidated financial statements.

In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. The amendments in ASU No. 2013-05 resolve the diversity in practice about whether Subtopic 810-10, Consolidation—Overall, or Subtopic 830-30, Foreign Currency Matters—Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment ina foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) withina foreign entity. In addition, the amendments in this Update resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. The amendments in this standard are effective prospectively for fiscal years, and interim reporting periods within those years, beginning December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-05 will have on our consolidated financial statements.

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our consolidated financial statements.

Development Stage Company

The Company is considered a development stage company, with no operating revenues during the periods presented, as defined by FASB Accounting Standards Codification ASC 915. ACS 915 requires companies to report their operations, shareholders’ deficit and cash flows since inception through the date that revenues are generated from management’s intended operations, among other things. Management has defined inception as April 11, 2011. Since inception, the Company has incurred an operating loss of $25,~~991~~284,~~369~~711. The Company’s working capital has been generated through advances from the principal of the Company and solicitation of subscriptions. Management has provided financial data since April 11, 2011 in the financial statements, as a means to provide readers of the Company’s financial information to be able to make informed investment decisions.

Going Concern

The Company is in the development stage and has generated $65116,~~471~~863 in revenues and has incurred a net loss of $35,~~653~~284,~~940~~711 since inception April 11, 2011. At ~~September~~December 3031, 2014, the Company had $~~242~~256,~~759in~~195in current assets and $12,~~933~~718,~~553~~963 in current liabilities. Further, the Company incurred a loss of $~~662~~2,~~571for~~293,342 for the ~~three~~six months ended ~~September~~December 3031, 2014. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. To meet these objectives, the Company continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms, if at all. These financial statements do not give effect to any adjustments, which would be necessary should the Company be unable to continue as a going concern.

operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. To meet these objectives, the Company continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms, if at all. These financial statements do not give effect to any adjustments, which would be necessary should the Company be unable to continue as a going concern.

Note 4 – Reverse Merger Transaction

Pursuant to a Share Exchange Agreement dated August 26, 2011, the Company agreed to acquire all of the issued and outstanding shares of Cloud Data in exchange for the issuance of 70,000,000 shares of the Company’s common stock. The share exchange was treated as a reverse acquisition with Cloud Data deemed the accounting acquirer and the Company deemed the accounting acquiree under the purchase method of accounting, with the former shareholders of Cloud Data controlling approximately 52% of the voting rights after the closing of the transaction. The reverse merger is deemed a recapitalization and the consolidated financial statements represent the continuation of the financial statements of Cloud Data (the accounting acquirer/legal subsidiary) except for its capital structure, and the consolidated financial statements reflect the assets and liabilities of Cloud Data recognized and measured at their carrying value before the combination and the assets and liabilities of the Company (the legal acquiree/legal parent). The equity structure reflects the equity structure of the Company, the legal parent, and the equity structure of Cloud Data, the accounting acquirer, as restated using the exchange ratios established in the share exchange agreement to reflect the number of shares of the legal parent.

The allocation of the purchase price and adjustment to stockholders’ equity is summarized in the table below:


Net book value of the Company’s net assets acquired
Cash	$	505
Amounts receivable		386
Prepaid expenses		668
Mineral claims acquisition costs		124,912
Accounts payable		(47,403)
Due to related parties		(73,734)
Due to former related party		(190,084	)
Net assets	$	(184,750	)



Adjustment to stockholders’ equity
Reduction to additional paid-in capital	$	(177,858	)
Increase in common stock at par value		700
Adjustment to accumulated deficit		(7,592	)
Net asset adjustment to equity	$	(184,750	)

Note 5 – Intangible Asset

On August 25, 2011, the Company acquired the right, title, and interest in software known as Domain Stutter with an estimated fair value of $140,000 in consideration for the issuance of 70,000,000 shares of common stock of the Company. Domain Stutter is a system that can auto-host thousands of domains per server and propagate them with unique content. The Company expects the initial software to bring value to the Company for the first five years of its service and as such the software is classified as a definitive asset and is amortized over a 5-year period. As of ~~September~~December 3031, 2014, the accumulated amortization is $8693,~~742~~793 and the carrying value is $5346,~~257~~207.

On May 5, 2014, the Company purchased intellectual property assets related to Bitcoin mining, Bitcoin pool development and operation and Bitcoin server development for $250,000 from Classic Capital, Inc. The Company expects the intellectual property to bring value to the Company for the first six years of its service and as such the software is classified as a definitive asset and is amortized over a 6-year period. As of ~~September~~December 3031, 2014, the accumulated amortization is $1627,~~880~~372 and the carrying value is $~~233~~222,~~120~~628.

Note 6 – Mineral Claims

On April 1, 2009, the Company acquired certain assets of First Light Resources, Inc. (“First Light”), namely nine mineral claims located near Wawa in northern Ontario, Canada. The purchase price for the assets was $114,000, payable in cash and/or Company common stock. No cash was paid to First Light and a total of 55,000 shares of Company common stock were issued to nine designated parties of First Light, increasing the issued and outstanding shares of Company’s common stock from 30,060 shares to 85,060 shares. The Company also assumed a $10,912 account payable of First Light in connection with this transaction. The total $124,911 purchase consideration in the First Light transaction was allocated to the nine mineral claims which represents First Light’s represented amount of exploration costs on the properties. Title to the mineral claims is being held in trust, on behalf of the Company, by Dog Lake Exploration Inc. (“Dog Lake”). Two of the nine mineral claims were allowed to lapse in fiscal 2009 and four claims remain in good standing as of March 31, 2014. After completion of the First Light transaction both Dog Lake and First Light are considered related parties with the Company due to significant stockholdings in the Company by a director in common between Dog Lake and First Light.

On April 1, 2010, Auric Mining Company (“Auric”) entered into an option agreement with the Company to acquire from the Company a fifty-two percent working interest in the mining claims held in trust, on behalf of the Company by Dog Lake Exploration Inc. Auric was to have completed its due diligence prior to the option expiring on September 15, 2011. An extension of the expiration date was granted by the Company pending further negotiations on timing, payment amounts and terms. At the time of the agreement, a director of the Company was also the President of Auric, therefore Auric was considered to be a related party and the option agreement was a related party transaction.

On March 22, 2013 the Company decided to no longer support mineral claims and therefore took an asset impairment charge equal to the amount of the mineral claims of $124,911.

Note 7 – Related Party Transactions

On August 25, 2011, the Company acquired 100% of the outstanding shares of Cloud Data Corporation in exchange for 70,000,000 common shares of the Company (Note 4). The acquisition was considered a related party transaction as the Company’s President and Director was also the President and Director of Cloud Data.

As of ~~September~~December 3031, 2014, $5446,~~719~~935 is due to related parties as compared to $6377,~~369~~655 for the period ended ~~September~~December 3031, 2013.

The Company is indebted to shareholders for $4,540 as of ~~September~~December 3031, 2014 ($4,540 as of ~~September~~December 3031, 2013), which is unsecured, non-interest bearing and is due on demand.

Note 8 – Due to Former Related Party

As of September 30, 2013, $190,084 was due to the Company’s former President and Director who resigned in June 2007. This amount is non-interest bearing, unsecured and has no specific terms of repayment.

On October 11, 2013, Direct Capital acquired the debt and the Company executed an unsecured promissory note.

As of September 30, 2014, $0 is due to Former Related Parties (September 30, 2013 - $190,084).

Note 9 – Convertible Notes Payable

			September 30,		June 30,
			December 31,		June 30,
			2014		2014
	Adar Bays Note #1			50,000		50,000
112 BIT Note #1		50,000		-
	Adar Bays Note #2			150,000		150,000
Adar Bays Note #1		36,304		50,000
	Adar Bays Note #3			33,333		-
Adar Bays Note #2		150,000		150,000
	Classic Capital Note #1			150,000		150,000
Adar Bays Note #3		33,333		-
	Classic Capital Note #2			50,000		50,000
Aladdin Trading Note #1		33,140		-
	Classic Capital Note #3			50,000		50,000
Classic Capital Note #1		150,000		150,000
	Direct Capital Note #3			11,000		11,000
Classic Capital Note #2		50,000		50,000
	Direct Capital Note #4			-		11,000
Classic Capital Note #3		50,000		50,000
	Direct Capital Note #5			-		11,000
Coventry Note #2		11,470		-
	Direct Capital Note #6			-		46,215
Direct Capital Note #3		-		-
	Direct Capital Note #7			74,439		75,089
Direct Capital Note #4		-		11,000
	Direct Capital Note #10			-		16,000
Direct Capital Note #5		-		11,000
	Direct Capital Note #11			-		16,000
Direct Capital Note #6		-		46,215
	Direct Capital Note #12			16,000		16,000
Direct Capital Note #7		72,489		75,089
	Direct Capital Note #13			16,000		16,000
Direct Capital Note #10		-		16,000
	Direct Capital Note #14			16,000		48,000
Direct Capital Note #11		-		16,000
	Direct Capital Note #15			71,237		71,237
Direct Capital Note #12		-		16,000
	Direct Capital Note #16			61,722		-
Direct Capital Note #13		-		16,000
	Direct Capital Note #17			48,000		-
Direct Capital Note #14		-		48,000
	Direct Capital Note #18			82,150		-
Direct Capital Note #15		71,237		71,237
	Gel Properties Note #3			-		60,600
Direct Capital Note #16		61,722		-
	JMJ Note #1			-		33,300
Direct Capital Note #17		27,000		-
	JMJ Note #2			83,250		83,250
Direct Capital Note #18		82,150		-
	KBM Worldwide Note #1			37,500		37,500
Direct Capital Note #19		16,000		-
	KBM Worldwide Note #2			32,500		-
Gel Properties Note #3		-		60,600
	LG Capital Note #1			30,000		30,000
JMJ Note #1		-		33,300
	LG Capital Note #3			12,000		27,000
JMJ Note #2		48,779		83,250
	LG Capital Note #4			40,000		40,000
KBM Worldwide Note #1		15,390		37,500
	LG Capital Note #5			54,000		-
KBM Worldwide Note #2		32,500		-
	LG Capital Note #6			55,000		-
LG Capital Note #1		30,000		30,000
	New Venture Note #1			50,000		50,000
LG Capital Note #3		-		27,000
	Prolific Note #1			20,000		20,000
LG Capital Note #4		40,000		40,000
	Union Capital Note #1			-		28,516
LG Capital Note #5		22,800		-
	Union Capital Note #2			97,000		97,000
LG Capital Note #6		55,000		-
	Union Capital Note #3			25,198		-
New Venture Note #1		50,000		50,000
	Union Capital Note #4			110,000		-
Prolific Note #1		20,000		20,000
	Union Capital Note #5			32,333		-
Union Capital Note #1		-		28,516
			$ 1,558,662		$ 1,294,708
Union Capital Note #2		97,000		97,000
		Debt discount	(289,688)		(263,546)
Union Capital Note #3		-		-
		Accrued interest	93,005		62,404
Union Capital Note #4		110,000		-
			$ 1,361,979		$ 1,093,566
Union Capital Note #5		32,333		-
Union Capital Note #6		32,333		-
Union Capital Note #7		3,347		-
			$ 1,484,327		$ 1,283,708
	Debt discount		(610,129)		(263,546)
	Accrued interest		120,439		62,404
			$ 994,637		$ 1,082,566

112BIT,LLC Note #1

On November 24, 2014, the Company issued a convertible promissory note to 112BIT, LLC. Under the terms of the note, the Company has borrowed a total of $50,000 from 112 BIT, LLC, which accrues interest at an annual rate of 6% and has a maturity date of June 1, 2015. The note also contains customary events of default. During the six months endedDecember 31, 2014, the Company accrued $304 (six months ended December 31, 2013 - $0) in interest expense.

bid price on the OTCBB for the five prior trading days including the day upon which a Notice of Conversion is received by the Company.”

As of December 31, 2014, principal balance of $50,000 (December 31, 2013 - $0) and accrued interest of $304 (December 31, 2013 - $0) was recorded.

Adar Bays, LLC Note #1

On May 19, 2014, the Company issued a convertible promissory note to Adar Bays, LLC. Under the terms of the note, the Company has borrowed a total of $50,000 from Adar Bays, LLC, which accrues interest at an annual rate of 8% and has a maturity date of May 19, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $1,~~008~~967 (~~year~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

~~After~~Upon ~~180~~the ~~days~~holder’s ~~from~~option ~~issuance~~to convert becoming active, the ~~note~~Company ~~may~~recorded bea ~~converted~~debt atdiscount and derivative liability of $142,413, being the ~~option~~fair value of the ~~holder~~conversion ~~into~~feature ~~common~~which ~~stock~~was ofdetermined using the ~~Company~~Black-Scholes valuation model. The ~~conversion~~debt ~~price~~discount is ~~60%~~accreted ofto the ~~market~~statement ~~price,~~of ~~where~~operations ~~market~~using ~~price~~the iseffective ~~defined~~interest asrate “method over the ~~lowest~~term ~~closing~~of ~~bid~~the ~~price~~note onor to the ~~OTCBB~~date ~~for~~of conversion, and the ~~ten~~derivative ~~prior~~liability ~~trading~~is ~~days~~revalued ~~including~~at ~~the~~each ~~day~~reporting ~~upon~~date ~~which~~to afair ~~Notice~~value. Any ofchange ~~Conversion~~in fair value is ~~received~~credited byor charged to the ~~Company~~statement of operations in the period.”

AsDuring ofthe ~~September~~six ~~30,~~months ~~2014,~~endedDecember ~~principal balance of $50~~31,~~000~~ ~~(September 30~~2014, ~~2013~~the -Company ~~$0),~~recorded ~~accrued~~a ~~interest~~gain of $154,~~468~~836 (~~September~~six 30months ended December 31, 2013 - $0), adue ~~debt~~to ~~discount~~the change in value of $0the ~~(September~~derivative ~~30,~~liability ~~2013~~during -the ~~$0)~~period, and a ~~derivative~~debt ~~liability~~discount of $022,575 (~~September~~six 30months ended December 31, 2013 - $0) was ~~recorded~~accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 308,100,000common shares upon the conversion of $13,696 of the principal balance, and $24,356 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of December 31, 2014, principal balance of $36,304 (December 31, 2013 - $0), accrued interest of $2,427 (December 31, 2013 - $0), a debt discount of $27,425 (December 31, 2013 - $0) and a derivative liability of $63,221 (December 31, 2013 - $0) was recorded.

Adar Bays, LLC Note #2

On May 27, 2014, the Company issued a convertible promissory note to Adar Bays, LLC. Under the terms of the note, the Company has borrowed a total of $150,000 from Adar Bays, LLC, which accrues interest at an annual rate of 8% and has a maturity date of May 27, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $36,~~025~~049 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

~~After~~Upon ~~180~~the ~~days~~holder’s ~~from~~option ~~issuance~~to convert becoming active, the ~~note~~Company ~~may~~recorded bea ~~converted~~debt atdiscount and derivative liability of $453,113, being the ~~option~~fair value of the ~~holder~~conversion ~~into~~feature ~~common~~which ~~stock~~was ofdetermined using the ~~Company~~Black-Scholes valuation model. The ~~conversion~~debt ~~price~~discount is ~~60%~~accreted ofto the ~~market~~statement ~~price,~~of ~~where~~operations ~~market~~using ~~price~~the iseffective ~~defined~~interest asrate “method over the ~~lowest~~term ~~closing~~of ~~bid~~the ~~price~~note onor to the ~~OTCBB~~date ~~for~~of conversion, and the ~~ten~~derivative ~~prior~~liability ~~trading~~is ~~days~~revalued ~~including~~at ~~the~~each ~~day~~reporting ~~upon~~date ~~which~~to afair ~~Notice~~value. Any ofchange ~~Conversion~~in fair value is ~~received~~credited byor charged to the ~~Company~~statement of operations in the period.”

AsDuring ofthe ~~September~~six ~~30,~~months ~~2014,~~endedDecember ~~principal balance of $150~~31,~~000~~ ~~(September 30~~2014, ~~2013~~the -Company ~~$0),~~recorded ~~accrued~~a ~~interest~~gain of $4191,~~143~~898 (~~September~~six 30months ended December 31, 2013 - $0), adue ~~debt~~to ~~discount~~the change in value of $0the ~~(September~~derivative ~~30,~~liability ~~2013~~during -the ~~$0)~~period, and a ~~derivative~~debt ~~liability~~discount of $030,163 (~~September~~six 30months ended December 31, 2013 - $0) was ~~recorded~~accreted to the statement of operations.

As of December 31, 2014, principal balance of $150,000 (December 31, 2013 - $0), accrued interest of $7,167 (December 31, 2013 - $0), a debt discount of $119,837 (December 31, 2013 - $0) and a derivative liability of $261,215 (December 31, 2013 - $0) was recorded.

Adar Bays, LLC Note #3

On May 27, 2014, the Company issued a convertible promissory note to Adar Bays, LLC. Under the terms of the note, the Company has borrowed a total of $33,333 from Adar Bays, LLC, which accrues interest at an annual rate of 8% and has a maturity date of May 27, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $~~979~~1,651 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

~~After~~Upon ~~180~~the ~~days~~holder’s ~~from~~option ~~issuance~~to convert becoming active, the ~~note~~Company ~~may~~recorded bea ~~converted~~debt atdiscount and derivative liability of $94,941, being the ~~option~~fair value of the ~~holder~~conversion ~~into~~feature ~~common~~which ~~stock~~was ofdetermined using the ~~Company~~Black-Scholes valuation model. The ~~conversion~~debt ~~price~~discount is ~~60%~~accreted ofto the ~~market~~statement ~~price,~~of ~~where~~operations ~~market~~using ~~price~~the iseffective ~~defined~~interest asrate “method over the ~~lowest~~term ~~closing~~of ~~bid~~the ~~price~~note onor to the ~~OTCBB~~date ~~for~~of conversion, and the ~~ten~~derivative ~~prior~~liability ~~trading~~is ~~days~~revalued ~~including~~at ~~the~~each ~~day~~reporting ~~upon~~date ~~which~~to afair ~~Notice~~value. Any ofchange ~~Conversion~~in fair value is ~~received~~credited byor charged to the ~~Company~~statement of operations in the period.”

AsDuring ofthe ~~September~~six 30months endedDecember 31, 2014, ~~principal~~the ~~balance~~Company ofrecorded ~~$150,000~~a ~~(September~~gain ~~30,~~of ~~2013 -~~ $0)36,894 ~~accrued~~(six ~~interest~~months ofended ~~$979~~December ~~(September 30~~31, 2013 - $0), adue ~~debt~~to ~~discount~~the change in value of $0the ~~(September~~derivative ~~30,~~liability ~~2013~~during -the ~~$0)~~period, and a ~~derivative~~debt ~~liability~~discount of $08,152 (~~September~~six 30months ended December 31, 2013 - $0) was ~~recorded~~accreted to the statement of operations.

As of December 31, 2014, principal balance of $33,333 (December 31, 2013 - $0), accrued interest of $1,651 (December 31, 2013 - $0), a debt discount of $25,181 (December 31, 2013 - $0) and a derivative liability of $58,047 (December 31, 2013 - $0) was recorded.

Aladdin Trading, LLC Note #1

On November 25, 2014, the Company arranged a debt swap under which a Direct Capital note was transferred to Aladdin Trading, LLC in the amount of $48,000. Under the terms of the note, the Company has borrowed a total of $50,240 from Aladdin Trading, LLC, which includes $2,240 in legal fees, accrues interest at an annual rate of 8% and has a maturity date of November 25, 2015. The note also contains customary events of default. During the six months endedDecember 31, 2014, the Company accrued $319 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active, the Company recorded a debt discount and derivative liability of $151,692, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the six months endedDecember 31, 2014, the Company recorded a gain of $54,403 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $20,369 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 285,000,000common shares upon the conversion of $17,100 of the principal balance, and $39,578 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of December 31, 2014, principal balance of $33,140 (December 31, 2013 - $0), accrued interest of $319 (December 31, 2013 - $0), a debt discount of $29,871 (December 31, 2013 - $0) and a derivative liability of $57,711 (December 31, 2013 - $0) was recorded.

Classic Capital Note #1

On May 5, 2014, the Company issued a convertible promissory note to Classic Capital Inc. Under the terms of the note, the Company has borrowed a total of $150,000 from Classic Capital Inc., which accrues interest at an annual rate of 8% and has a maturity date of May 5, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $36,~~025~~049 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

~~After~~Upon ~~180 days from issuance,~~ the ~~note~~holder’s ~~may be converted at the~~ option ofto ~~the~~convert ~~holder~~becoming ~~into~~active, ~~common stock of~~ the Company~~. The~~ ~~conversion~~recorded ~~price~~a isdebt ~~70%~~discount ofand ~~the~~derivative ~~market~~liability ~~price~~of $314,959, ~~where~~being ~~market price is defined as “~~the ~~lowest~~fair ~~closing~~value ~~bid price on the OTCBB for any~~ of the ~~fifteen~~conversion ~~trading~~feature ~~days including the day upon~~ which awas ~~Notice~~determined ofusing ~~Conversion~~the isBlack-Scholes ~~received~~valuation ~~by the Company.”~~

Asmodel. The ofdebt ~~September~~discount ~~30,~~is ~~2014,~~accreted ~~principal~~to ~~balance~~the statement of ~~$150,000~~operations ~~(September~~using ~~30,~~the ~~2013~~effective -interest ~~$0),~~rate ~~accrued~~method ~~interest~~over the term of ~~$4,866~~the ~~(September~~note ~~30,~~or ~~2013~~to -the ~~$0)~~date of conversion, aand ~~debt~~the ~~discount~~derivative ofliability $0is ~~(September~~revalued ~~30,~~at ~~2013~~each -reporting ~~$0)~~date ~~and~~to afair ~~derivative~~value. Any ~~liability~~change ofin $0fair ~~(September~~value ~~30,~~is ~~2013~~credited -or ~~$0)~~charged ~~was~~to ~~recorded~~the statement of operations in the period.

During the six months endedDecember 31, 2014, the Company recorded a gain of $91,198 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $48,098 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

As of December 31, 2014, principal balance of $150,000 (December 31, 2013 - $0), accrued interest of $7,890 (December 31, 2013 - $0), a debt discount of $101,902 (December 31, 2013 - $0) and a derivative liability of $223,761 (December 31, 2013 - $0) was recorded.

Classic Capital Note #2

On May 31, 2014, the Company issued a convertible promissory note to Classic Capital Inc. Under the terms of the note, the Company has borrowed a total of $50,000 from Classic Capital Inc., which accrues interest at an annual rate of 8% and has a maturity date of May 31, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $12,~~088~~016 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

~~After~~Upon ~~180~~the ~~days~~holder’s ~~from~~option ~~issuance~~to convert becoming active, the ~~note~~Company ~~may~~recorded bea ~~converted~~debt atdiscount and derivative liability of $60,909, being the ~~option~~fair value of the ~~holder~~conversion ~~into~~feature ~~common~~which ~~stock~~was ofdetermined using the ~~Company~~Black-Scholes valuation model. The ~~conversion~~debt ~~price~~discount is ~~70%~~accreted ofto the ~~market~~statement ~~price,~~of ~~where~~operations ~~market~~using ~~price~~the iseffective ~~defined~~interest asrate “method over the ~~lowest~~term ~~closing~~of ~~bid~~the ~~price~~note onor to the ~~OTCBB~~date ~~for~~of ~~any~~conversion, ofand the ~~fifteen~~derivative ~~trading~~liability ~~days~~is ~~including~~revalued ~~the~~at ~~day~~each ~~upon~~reporting ~~which~~date ato ~~Notice~~fair ofvalue. Any ~~Conversion~~change in fair value is ~~received~~credited byor charged to the ~~Company~~statement of operations in the period.”

AsDuring ofthe ~~September~~six 30months endedDecember 31, 2014, ~~principal~~the ~~balance~~Company recorded a loss of $5013,~~000~~678 (~~September~~six 30months ended December 31, 2013 - $0), ~~accrued~~due ~~interest~~to ofthe ~~$1,337~~change ~~(September~~in ~~30,~~value ~~2013~~of -the ~~$0),~~derivative ~~debt~~liability ~~discount~~during ofthe ~~$0 (September 30~~period, ~~2013 - $0)~~ and a ~~derivative~~debt ~~liability~~discount of $08,967 (~~September~~six 30months ended December 31, 2013 - $0) was ~~recorded~~accreted to the statement of operations.

As of December 31, 2014, principal balance of $50,000 (December 31, 2013 - $0), accrued interest of $2,345 (December 31, 2013 - $0), debt discount of $41,033 December 31, 2013 - $0) and a derivative liability of $74,587 (December 31, 2013 - $0) was recorded.

Classic Capital Note #3

On June 30, 2014, the Company issued a convertible promissory note to Classic Capital Inc. Under the terms of the note, the Company has borrowed a total of $50,000 from Classic Capital Inc., which accrues interest at an annual rate of 8% and has a maturity date of June 30, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $12,~~008~~016 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

~~After~~Upon ~~180~~the ~~days~~holder’s ~~from~~option ~~issuance~~to convert becoming active, the ~~note~~Company ~~may~~recorded bea ~~converted~~debt atdiscount and derivative liability of $74,524 being the ~~option~~fair value of the ~~holder~~conversion ~~into~~feature ~~common~~which ~~stock~~was ofdetermined using the ~~Company~~Black-Scholes valuation model. The ~~conversion~~debt ~~price~~discount is ~~70%~~accreted ofto the ~~market~~statement ~~price,~~of ~~where~~operations ~~market~~using ~~price~~the iseffective ~~defined~~interest asrate “method over the ~~lowest~~term ~~closing~~of ~~bid~~the ~~price~~note onor to the ~~OTCBB~~date ~~for~~of ~~any~~conversion, ofand the ~~fifteen~~derivative ~~trading~~liability ~~days~~is ~~including~~revalued ~~the~~at ~~day~~each ~~upon~~reporting ~~which~~date ato ~~Notice~~fair ofvalue. Any ~~Conversion~~change in fair value is ~~received~~credited byor charged to the ~~Company~~statement of operations in the period.”

AsDuring ofthe ~~September~~six ~~30,~~months ~~2014,~~endedDecember ~~principal balance of $50~~31,~~000~~ ~~(September 30~~2014, ~~2013~~the -Company ~~$0),~~recorded ~~accrued~~a ~~interest~~loss of $~~1,008~~63 (~~September~~six 30months ended December 31, 2013 - $0), adue ~~debt~~to ~~discount~~the change in value of $0the ~~(September~~derivative ~~30,~~liability ~~2013~~during -the ~~$0)~~period, and a ~~derivative~~debt ~~liability~~discount of $0815 (~~September~~six 30months ended December 31, 2013 - $0) was ~~recorded~~accreted to the statement of operations.

As of December 31, 2014, principal balance of $50,000 (December 31, 2013 - $0), accrued interest of $2,016 (December 31, 2013 - $0), a debt discount of $49,185 (December 31, 2013 - $0) and a derivative liability of $74,587 (December 31, 2013 - $0) was recorded.

Coventry Enterprises, LLC Note #2

On November 25, 2014, the Company arranged a debt swap under which a Direct Capital note was transferred to Coventry Enterprises, LLC in the amount of $32,000. Under the terms of the note, the Company has borrowed a total of $34,240 from Coventry Enterprises, LLC, which includes $2,240 in legal fees, accrues interest at an annual rate of 8% and has a maturity date of November 25, 2015. The note also contains customary events of default. During the six months endedDecember 31, 2014, the Company accrued $152 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active, the Company recorded a debt discount and derivative liability of $113,390, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the six months endedDecember 31, 2014, the Company recorded a gain of $38,509 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $23,901 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 414,000,000common shares upon the conversion of $22,770 of the principal balance, and $53,083 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of December 31, 2014, principal balance of $11,470 (December 31, 2013 - $0), accrued interest of $152 (December 31, 2013 - $0), a debt discount of $10,339 (December 31, 2013 - $0) and a derivative liability of $21,798 (December 31, 2013 - $0) was recorded.

Direct Capital Group Note #3

On July 31, 2013, the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on February 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $~~610~~756 (~~September~~December 3031, 2013 - $~~147~~366) in interest expense.

A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $11,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the ~~three~~six months ended ~~September~~December 3031, 2014, a debt discount of $0 (~~three~~six months ended ~~September~~December 3031, 2013 - $39,~~627~~097) was accreted to the statement of operations.

AsOn ofOctober ~~September 30~~22, 2014, ~~principal~~the ~~balance~~Company oftransferred ~~$11,000~~the ~~(September~~note ~~30,~~balance ~~2013~~of - $11,000), ~~accrued~~to ~~interest~~Union ~~of $2~~Capital,~~039~~ ~~(September 30, 2013 - $147) and a debt discount of $0 (September 30, 2013 - $7,373) was recorded~~LLC.

As of December 31, 2014, principal balance of $0 (December 31, 2013 - $11,000), accrued interest of $2,185 (December 31, 2013 - $366) and a debt discount of $0 (December 31, 2013 - $1,903) was recorded.

Direct Capital Group Note #4

On August 31, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $524 (~~September~~December 3031, 2013 - $72291) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $11,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the ~~three~~six months ended ~~September~~December 3031, 2014, a debt discount of $~~524~~0 (~~three~~six months ended ~~September~~December 3031, 2013 - $17,~~813~~374) was accreted to the statement of operations.

On September 17, 2014, the Company transferred the note balance of $11,000 to LG Capital Funding, LLC.

As of ~~September~~December 3031, 2014, principal balance of $0 (~~September~~December 3031, 2013 - $11,000), accrued interest of $1,760 (~~September~~December 3031, 2013 - $72291) and a debt discount of $0 (~~September~~December 3031, 2013 - $93,~~187~~626) was recorded.

Direct Capital Group Note #5

On ~~September~~December 3031, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on April 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $524 (~~September~~December 3031, 2013 - $0219) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $11,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the ~~three~~six months ended ~~September~~December 3031, 2014, a debt discount of $0 (~~three~~six months ended ~~September~~December 3031, 2013 - $05,530) was accreted to the statement of operations.

On September 17, 2014, the Company transferred the note balance of $11,000 to LG Capital Funding, LLC.

As of ~~September~~December 3031, 2014, principal balance of $0 (~~September~~December 3031, 2013 - $11,000), accrued interest of $1,554 (~~September~~December 3031, 2013 - $0219) and debt discount of $0 (~~September~~December 3031, 2013 - $115,~~000~~470) was recorded.

Direct Capital Group Note #6

On September 30, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $46,215. The promissory note is unsecured, bears interest at 8% per annum, and matures on April 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $501 (~~September~~December 3031, 2013 - $0922) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $46,215 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the ~~three~~six months ended ~~September~~December 3031, 2014, a debt discount of $0 (~~three~~six months ended ~~September~~December 3031, 2013 - $023,234) was accreted to the statement of operations.

On July 18, 2014, the Company transferred the note balance of $46,215 to Union Capital, LLC.

As of ~~September~~December 3031, 2014, principal balance of $0 (~~September~~December 3031, 2013 - $46,215), accrued interest of $4,831 (~~September~~December 3031, 2013 - $0922) and a debt discount of $0 (~~September~~December 3031, 2013 - $4622,~~215~~981) was recorded.

Direct Capital Group Note #7

On October 11, 2013, the Company arranged a debt swap whereas Direct Capital Group acquired the debt from a former related party in the amount $190,084. The promissory note is unsecured, bears interest at 6% per annum. During the ~~three~~six months ending ~~September~~December 3031, 2014, the Company accrued $12,~~130~~250 (~~three~~six months ended ~~September~~December 3031, 2013 - $02,626) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $218,091 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company recorded a ~~gain~~loss of $1333,~~970~~612 (~~three~~six months ended ~~September~~December 3031, 2013 -–gain of $055,431) due to the change in value of the derivative liability during the period, and a debt discount of $0 (~~three~~six months ended ~~September~~December 3031, 2013 - $042,184) was accreted to the statement of operations.

On January 31, 2014, the Company transferred $50,000 of the note to Coventry Enterprises, LLC and $25,000 of the note to Prolific Group, LLC.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company issued 65368,000,000 common shares upon the conversion of $~~650~~2,600 of the principal balance, and $~~734~~4,391 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of ~~September~~December 3031, 2014, principal balance of $7472,~~439~~489 (~~September~~December 3031, 2013 - $0172,084), accrued interest of $67,~~657~~777 (~~September~~December 3031, 2013 - $02,626), debt discount of $0 (~~September~~December 3031, 2013 - $0147,900) and a derivative liability of $72116,~~563~~488 (~~September~~December 3031, 2013 - $0) was recorded.

Direct Capital Group Note #10

On December 31, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $164 (~~September~~December 3031, 2013 - $0) in interest expense.

AOn ~~portion~~the date of issuance, interest expense relating to the ~~proceeds~~beneficial ~~from~~conversion ~~issuance~~feature of ~~the~~this convertible ~~debt~~note of $16,000 ~~equal~~was torecorded in the ~~intrinsic~~financial ~~value~~statements, iswith ~~allocated~~a corresponding increase to additional paid- in capital. ~~Because~~ During the ~~debt~~six ismonths ~~due~~ended onDecember ~~demand~~31, ~~and~~2014, isa ~~convertible~~debt atdiscount ~~the date~~ of ~~issuance,~~$44 ~~the~~(six ~~valuation~~months ofended ~~the~~December ~~beneficial~~31, ~~conversion~~2013 ~~feature~~- is$0) ~~charged~~was accreted to ~~interest expense at~~ the ~~date~~statement of ~~issuance~~operations.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $16,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the three months ended September 30, 2014, a debt discount of $44 (three months ended September 30, 2013 - $0) was accreted to the statement of operations.

On July 18, 2014, the Company transferred the note balance of $16,000 to Union Capital, LLC.

As of ~~September~~December 3031, 2014, principal balance of $0 (~~September~~December 3031, 2013 - $016,000), accrued interest of $795 (~~September~~December 3031, 2013 - $0) and debt discount of $0 (~~September~~December 3031, 2013 - $016,000) was recorded.

Direct Capital Group Note #11

On January 31, 2014 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on August 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $63 (~~September~~December 3031, 2013 - $0) in interest expense.

AOn ~~portion~~the date of issuance, interest expense relating to the ~~proceeds~~beneficial ~~from~~conversion ~~issuance~~feature of ~~the~~this convertible ~~debt~~note of $16,000 ~~equal~~was torecorded in the ~~intrinsic~~financial ~~value~~statements, iswith ~~allocated~~a corresponding increase to additional paid- in capital. ~~Because~~ During the ~~debt~~six ismonths ~~due~~ended onDecember ~~demand~~31, ~~and~~2014, isa ~~convertible~~debt atdiscount ~~the date~~ of ~~issuance~~$1,901 ~~the~~(six ~~valuation~~months ofended ~~the~~December ~~beneficial~~31, ~~conversion~~2013 ~~feature~~- is$0) ~~charged~~was accreted to ~~interest expense at~~ the ~~date~~statement of ~~issuance~~operations.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $16,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the three months ended September 30, 2014, a debt discount of $1,901 (three months ended September 30, 2013 - $0) was accreted to the statement of operations.

On July 18, 2014, the Company transferred the note balance of $16,000 to Union Capital, LLC.

As of ~~September~~December 3031, 2014, principal balance of $0 (~~September~~December 3031, 2013 - $0), accrued interest of $589 (~~September~~December 3031, 2013 - $0) and debt discount of $0 (~~September~~December 3031, 2013 - $0) was recorded.

Direct Capital Group Note #12

On February 28, 2014 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on September 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the six months endedDecember 31, 2014, the Company accrued $501 (December 31, 2013 - $0) in interest expense.

shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the three months endedSeptember 30, 2014, the Company accrued $501 (September 30, 2013 - $0) in interest expense.

AOn ~~portion~~the date of issuance, interest expense relating to the ~~proceeds~~beneficial ~~from~~conversion ~~issuance~~feature of ~~the~~this convertible ~~debt~~note of $16,000 ~~equal~~was torecorded in the ~~intrinsic~~financial ~~value~~statements, iswith ~~allocated~~a corresponding increase to additional paid- in capital. ~~Because~~ During the ~~debt~~six ismonths ~~due~~ended onDecember ~~demand~~31, ~~and~~2014, isa ~~convertible~~debt atdiscount ~~the date~~ of ~~issuance~~$4,536 ~~the~~(six ~~valuation~~months ofended ~~the~~December ~~beneficial~~31, ~~conversion~~2013 ~~feature~~- is$0) ~~charged~~was accreted to ~~interest expense at~~ the ~~date~~statement of ~~issuance~~operations.

On ~~the~~September ~~date~~17, ~~of issuance~~2014, ~~interest~~the ~~expense~~Company ~~relating~~transferred to the ~~beneficial~~note ~~conversion~~balance ~~feature~~ of ~~this convertible note of~~ $16,000 ~~was recorded in the financial statements, with a corresponding increase~~ to ~~additional~~LG ~~paid~~Capital ~~in capital. During the three months ended September 30~~Funding, ~~2014, a debt discount of $4,536 (three months ended September 30, 2013 - $0) was accreted to the statement of operations~~LLC.

As of ~~September~~December 3031, 2014, principal balance of $~~16,000~~0 (~~September~~December 3031, 2013 - $0), accrued interest of $929 (~~September~~December 3031, 2013 - $0) and debt discount of $0 (~~September~~December 3031, 2013 - $0) was recorded.

Direct Capital Group Note #13

On March 31, 2014 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on October 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $323 (~~September~~December 3031, 2013 - $0) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $16,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the ~~three~~six months ended ~~September~~December 3031, 2014, a debt discount of $8,~~042~~087 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) was accreted to the statement of operations.

AsOn of September 3017, 2014, ~~principal~~the ~~balance~~Company oftransferred ~~$16,000~~the ~~(September~~note ~~30,~~balance ~~2013 - $0), accrued interest~~ of $~~642 (September 30~~11,000 ~~2013~~to -LG ~~$0)~~Capital ~~and debt discount of $44 (September 30~~Funding, ~~2013 - $0) was recorded~~LLC.

As of December 31, 2014, principal balance of $0 (December 31, 2013 - $0), accrued interest of $642 (December 31, 2013 - $0) and debt discount of $0 (December 31, 2013 - $0) was recorded.

Direct Capital Group Note #14

On April 30, 2014 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $48,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on November 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $~~877~~1,557 (~~September~~December 3031, 2013 - $0) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $48,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the six months ended December 31, 2014, a debt discount of $32,173 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

~~the~~On ~~three~~November ~~months ended September 30~~25, 2014, athe ~~debt~~Company ~~discount~~transferred ofthe ~~$26,608~~note ~~(three~~balance ~~months~~of ~~ended September 30~~$48,000 ~~2013 - $0) was accreted~~ to ~~the~~Aladdin ~~statement~~Trading, ~~of operations~~LLC.

OnAs ~~September~~of 17December 31, 2014, ~~the~~principal ~~Company~~balance ~~transferred~~of ~~the~~$0 ~~note~~(December ~~balance~~31, 2013 - $0), accrued interest of $322,~~000~~199 to(December LG31, ~~Capital~~2013 ~~Funding~~- $0) and debt discount of $0 (December 31, ~~LLC~~2013 - $0) was recorded.

As of September 30, 2014, principal balance of $16,000 (September 30, 2013 - $0), accrued interest of $1,519 (September 30, 2013 - $0) and debt discount of $5,565 (September 30, 2013 - $0) was recorded.

Direct Capital Group Note #15

On June 1, 2014 the Company entered into a Promissory Note with Direct Capital Group in the sum of $71,238. The promissory note is unsecured, bears interest at 8% per annum, and is due on demand or in increments.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $12,~~436~~873 (~~September~~December 3031, 2013 - $0) in interest expense.

As of ~~September~~December 3031, 2014, principal balance of $71,238 (~~September~~December 3031, 2013 - $0) and accrued interest of $13,~~889~~326 (~~September~~December 3031, 2013 - $0) was recorded.

Direct Capital Group Note #16

On July 1, 2014 the Company entered into a Promissory Note with Direct Capital Group in the sum of $61,722. The promissory note is unsecured, bears interest at 8% per annum, and is due on demand or in increments.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $12,~~231~~476 (~~September~~December 3031, 2013 - $0) in interest expense.

As of ~~September~~December 3031, 2014, principal balance of $61,722 (~~September~~December 3031, 2013 - $0) and accrued interest of $12,~~231~~476 (~~September~~December 3031, 2013 - $0) was recorded.

Direct Capital Group Note #17

On July 31, 2014 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $48,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on ~~November~~February 1, ~~2014~~2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $~~642~~1,287 (~~September~~December 3031, 2013 - $0) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $48,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the ~~three~~six months ended ~~September~~December 3031, 2014, a debt discount of $1542,~~827~~435 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) was accreted to the statement of operations.

AsOn ofOctober ~~September 30~~22, 2014, ~~principal~~the ~~balance~~Company oftransferred ~~$48,000~~the ~~(September~~note ~~30,~~balance ~~2013 - $0), accrued interest~~ of $~~642 (September 30~~21,000 ~~2013~~to -Union ~~$0) and debt discount of $32~~Capital,~~173~~ ~~(September 30, 2013 - $0) was recorded~~LLC.

As of December 31, 2014, principal balance of $27,000 (December 31, 2013 - $0), accrued interest of $1,287 (December 31, 2013 - $0) and debt discount of $5,565 (December 31, 2013 - $0) was recorded.

Direct Capital Group Note #18

On August 1, 2014 the Company entered into a Promissory Note with Direct Capital Group in the sum of $82,150. The promissory note is unsecured, bears interest at 8% per annum, and is due on demand or in increments.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $12,~~080~~737 (~~September~~December 3031, 2013 - $0) in interest expense.

As of ~~September~~December 3031, 2014, principal balance of $82,150 (~~September~~December 3031, 2013 - $0) and accrued interest of $12,~~080~~737 (~~September~~December 3031, 2013 - $0) was recorded.

Direct Capital Group Note #19

On October 1, 2014 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $48,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on April 1, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the six months endedDecember 31, 2014, the Company accrued $389 (December 31, 2013 - $0) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $48,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the six months ended December 31, 2014, a debt discount of $40,000 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

On November 25, 2014, the Company transferred the note balance of $32,000 to Coventry Enterprises, LLC.

As of December 31, 2014, principal balance of $16,000 (December 31, 2013 - $0), accrued interest of $389 (December 31, 2013 - $0) and debt discount of $8,000 (December 31, 2013 - $0) was recorded.

Direct Capital Group Note #20

On October 1, 2014 the Company entered into a Promissory Note with Direct Capital Group in the sum of $150,000. The promissory note is unsecured, bears interest at 8% per annum, and is due on demand or in increments.

Direct Capital Group Note #21

On October 2, 2014 the Company entered into a Promissory Note with Direct Capital Group in the sum of $150,000. The promissory note is unsecured, bears interest at 8% per annum, and is due on demand or in increments.

Direct Capital Group Note #22

On October 3, 2014 the Company entered into a Promissory Note with Direct Capital Group in the sum of $150,000. The promissory note is unsecured, bears interest at 8% per annum, and is due on demand or in increments.

Direct Capital Group Note #23

On October 4, 2014 the Company entered into a Promissory Note with Direct Capital Group in the sum of $150,000. The promissory note is unsecured, bears interest at 8% per annum, and is due on demand or in increments.

Gel Properties Note #3

On May 27, 2014, the Company arranged a debt swap under which a Direct Capital note for $75,000 was transferred to Gel Properties, LLC. The promissory note is unsecured, bears interest at 6% per annum and matures on May 27, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $363 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active, the Company recorded a debt discount and derivative liability of $161,019, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company recorded a loss of $3,810 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $54,955 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) was accreted to the statement of operations.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company issued 84,685,909 common shares upon the conversion of $60,600 of the principal balance and $874 in interest, and $81,200 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of ~~September~~December 3031, 2014, principal balance of $0 (~~September~~December 3031, 2013 - $0), accrued interest of $0 (~~September~~December 3031, 2013 - $0), debt discount of $0 (~~September~~December 3031, 2013 - $0) and a derivative liability of $0 (~~September~~December 3031, 2013 - $0) was recorded.

JMJ Financial Note #1

On July 18, 2013, the Company issued a convertible promissory note to JMJ Financial, LLC. Under the terms of the note, the Company borrowed $27,750 on July18, 2013 and $33,300 on February 20, 2014 for a total of $61,050 from JMJ Financial. In the event the Company does not repay note on or within 90 days of the date the funds were distributed, a one-time interest charge of 12% will be applied to the principal balance. The note has a maturity date of July 18, 2014 for the first payment and February 20, 2015 for the second payment. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $0 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $76,527 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

~~During~~term of the ~~three~~note ~~months~~or ~~endedSeptember~~to ~~30, 2014,~~ the ~~Company~~date ~~recorded a gain~~ of $3conversion,~~648~~ ~~(three~~and ~~months ended September 30, 2013 - $0) due to~~ the ~~change in value of the~~ derivative liability ~~during~~is ~~the~~revalued ~~period,~~at ~~and~~each areporting ~~debt~~date ~~discount~~to offair ~~$21,440~~value. Any ~~(three~~change ~~months~~in ~~ended~~fair ~~September~~value ~~30,~~is ~~2013~~credited -or ~~$0)~~charged ~~was accreted~~ to the statement of operations in the period.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company ~~issued~~recorded 97a gain of $3,~~653~~648 (six months ended December 31,~~333~~ ~~common~~2013 ~~shares~~- ~~upon~~$0) due to the ~~conversion~~change ofin ~~$33,300~~value of the ~~principal~~derivative ~~balance~~liability ~~and~~during ~~$3,996~~the ~~of interest~~period, and a debt discount of $4121,~~380~~440 of(six ~~the~~months ~~derivative~~ended ~~liability~~December ~~was~~31, re2013 -~~classified~~ as$0) ~~additional~~was ~~paid~~accreted into ~~capital~~the ~~upon~~statement ~~conversion~~of operations.

AsDuring ofthe ~~September~~six 30months endedDecember 31, 2014, ~~principal~~the ~~balance~~Company ofissued ~~$0 (September 30~~97,653,333 ~~2013~~common -shares ~~$0),~~upon ~~accrued~~the ~~interest~~conversion of $033,300 ~~(September~~of ~~30,~~the ~~2013~~principal -balance and $0)3,996 ~~debt discount~~ of ~~$0 (September 30~~interest, ~~2013~~and - $0)41,380 ~~and~~of athe derivative liability ofwas $0re-classified ~~(September~~as ~~30,~~additional ~~2013~~paid -in ~~$0)~~capital ~~was~~upon ~~recorded~~conversion.

As of December 31, 2014, principal balance of $0 (December 31, 2013 - $0), accrued interest of $0 (December 31, 2013 - $0), debt discount of $0 (December 31, 2013 - $0) and a derivative liability of $0 (December 31, 2013 - $0) was recorded.

JMJ Financial Note #2

On April 16, 2014, the Company issued a convertible promissory note to JMJ Financial, LLC. Under the terms of the note, the Company borrowed $49,950 on April 16, 2014 and $33,300 on June 23, 2014 for a total of $83,250 from JMJ Financial. In the event the Company does not repay note on or within 90 days of the date the funds were distributed, a one-time interest charge of 12% will be applied to the principal balance. The note has a maturity date of April 16, 2015 for the first payment and June 23, 2015 for the second payment. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $5,994 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $414,278 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company recorded a ~~gain~~loss of $2239,~~285~~506 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $2753,~~017~~221 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) was accreted to the statement of operations.

AsDuring ofthe ~~September~~six 30months endedDecember 31, 2014, ~~principal~~the ~~balance~~Company ofissued ~~$83~~449,~~250 (September 30~~415,000 ~~2013~~common -shares ~~$0),~~upon ~~accrued~~the ~~interest~~conversion of $534,~~994~~471 ~~(September~~of ~~30,~~the ~~2013~~principal ~~- $0)~~balance, ~~debt~~and ~~discount of~~ $4567,~~330~~130 ~~(September~~of ~~30,~~the ~~2013 - $0) and a~~ derivative liability ofwas ~~$90,285~~re-classified ~~(September~~as ~~30,~~additional ~~2013~~paid -in ~~$0)~~capital ~~was~~upon ~~recorded~~conversion.

As of December 31, 2014, principal balance of $48,779 (December 31, 2013 - $0), accrued interest of $5,994 (December 31, 2013 - $0), debt discount of $19,126 (December 31, 2013 - $0) and a derivative liability of $84,946 (December 31, 2013 - $0) was recorded.

KBM Worldwide Note #1

On April 11, 2014, the Company issued a convertible promissory note to KBM Worldwide, Inc. Under the terms of the note, the Company has borrowed a total of $37,500 from KBM Worldwide, Inc., which accrues interest at an annual rate of 8% and has a maturity date of January 15, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $~~756~~1,277 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

~~After~~Upon ~~180~~the ~~days~~holder’s ~~from~~option ~~issuance,~~to convert becoming active the ~~note~~Company ~~may~~recorded bea ~~converted~~debt atdiscount and derivative liability of $42,549 being the ~~option~~fair value of the ~~holder~~conversion ~~into~~feature ~~common~~which ~~stock~~was ofdetermined using the ~~Company~~Black-Scholes valuation model. The ~~conversion~~debt ~~price~~discount is ~~58%~~accreted ofto the ~~market~~statement ~~price,~~of ~~where~~operations ~~market~~using ~~price~~the iseffective ~~defined~~interest asrate “method over the ~~average~~term of the ~~lowest~~note ~~three~~or ~~trading~~to ~~prices~~the ~~during~~date of conversion, and the ~~ten~~derivative ~~trading~~liability ~~days~~is ~~prior~~revalued at each reporting date to fair value. Any change in fair value is credited or charged to the ~~conversion~~statement ~~date~~of operations in the period.”

AsDuring ofthe ~~September~~six 30months endedDecember 31, 2014, ~~principal~~the ~~balance~~Company recorded a loss of $3729,~~500~~232 (~~September~~six 30months ended December 31, 2013 - $0), ~~accrued~~due ~~interest~~to ofthe ~~$1,414~~change ~~(September~~in ~~30,~~value ~~2013~~of -the ~~$0),~~derivative ~~debt~~liability ~~discount~~during ofthe ~~$0 (September 30~~period, ~~2013 - $0)~~ and a ~~derivative~~debt ~~liability~~discount of $035,144 (~~September~~six 30months ended December 31, 2013 - $0) was ~~recorded~~accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 246,700,000 common shares upon the conversion of $22,110 of the principal balance, and $44,905 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of December 31, 2014, principal balance of $15,390 (December 31, 2013 - $0), accrued interest of $1,934 (December 31, 2013 - $0), debt discount of $2,356 (December 31, 2013 - $0) and a derivative liability of $26,876 (December 31, 2013 - $0) was recorded.

KBM Worldwide Note #2

On July 15, 2014, the Company issued a convertible promissory note to KBM Worldwide, Inc. Under the terms of the note, the Company has borrowed a total of $32,500 from KBM Worldwide, Inc., which accrues interest at an annual rate of 8% and has a maturity date of April 17, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $~~548~~1,204 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 58% of the market price, where market price is defined as “the average of the lowest ~~three~~six trading prices during the ten trading days prior to the conversion date.”

As of ~~September~~December 3031, 2014, principal balance of $32,500 (~~September~~December 3031, 2013 - $0), accrued interest of $~~548~~1,204 (~~September~~December 3031, 2013 - $0), debt discount of $0 (~~September~~December 3031, 2013 - $0) and a derivative liability of $0 (~~September~~December 3031, 2013 - $0) was recorded.

LG Capital Note #1

On February 26, 2014, the Company executed an Unsecured Promissory Note to LG Capital Funding, LLC. Under the terms of the note, the Company has borrowed a total of $30,000, which accrues interest at an annual rate of 8% and has a maturity date of February 26, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $~~605~~1,210 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 55% of the market price, where market price is defined as “the lowest closing bid price on the OTCBB for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company.”

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $44,287 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company recorded a ~~gain~~loss of $712,~~804~~724 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $522,~~707~~474 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) was accreted to the statement of operations.

As of ~~September~~December 3031, 2014, principal balance of $30,000 (~~September~~December 3031, 2013 - $0), accrued interest of $1,420 (~~September~~December 3031, 2013 - $0), debt discount of $247,~~293~~526 (~~September~~December 3031, 2013 - $0) and a derivative liability of $3657,~~483~~011 (~~September~~December 3031, 2013 - $0) was recorded.

LG Capital Note #3

On June 12, 2014, the Company arranged a debt swap under which two Direct Capital notes for $16,000 each was transferred to LG Capital Funding, LLC for a total amount of $32,000. The promissory note is unsecured, bears interest at 8% per annum and matures on June 12, 2015. The note also contains customary events of default.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $~~371~~390 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $53,930 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company recorded a loss of $13,~~380~~897 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $1930,~~648~~422 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) was accreted to the statement of operations.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company issued 2567,~~665~~299,~~428~~645 common shares upon the conversion of $1527,000of the principal balance and $~~194~~496 in interest, and $2442,~~963~~073 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of ~~September~~December 3031, 2014, principal balance of $~~12,000~~0 (~~September~~December 3031, 2013 - $0), accrued interest of $~~284~~0 (~~September~~December 3031, 2013 - $0), debt discount of $~~10,774~~0 (~~September~~December 3031, 2013 - $0) and a derivative liability of $~~14,593~~0 (~~September~~December 3031, 2013 - $0) was recorded.

LG Capital Note #4

On June 12, 2014, the Company executed an Unsecured Promissory Note to LG Capital Funding, LLC. Under the terms of the note, the Company has borrowed a total of $40,000, which accrues interest at an annual rate of 8% and has a maturity date of June 12, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $~~807~~1,613 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

~~After~~Upon ~~180~~the ~~days~~holder’s ~~from~~option ~~issuance,~~to convert becoming active the ~~note~~Company ~~may~~recorded bea ~~converted~~debt atdiscount and derivative liability of $71,475 being the ~~option~~fair value of the ~~holder~~conversion ~~into~~feature ~~common~~which ~~stock~~was ofdetermined using the ~~Company~~Black-Scholes valuation model. The ~~conversion~~debt ~~price~~discount is ~~55%~~accreted ofto the ~~market~~statement ~~price,~~of ~~where~~operations ~~market~~using ~~price~~the iseffective ~~defined~~interest asrate “method over the ~~lowest~~term ~~closing~~of ~~bid~~the ~~price~~note onor to the ~~OTCBB~~date ~~for~~of conversion, and the ~~ten~~derivative ~~prior~~liability ~~trading~~is ~~days~~revalued ~~including~~at ~~the~~each ~~day~~reporting ~~upon~~date ~~which~~to afair ~~Notice~~value. Any ofchange ~~Conversion~~in fair value is ~~received~~credited byor charged to the ~~Company~~statement of operations in the period.”

AsDuring ofthe ~~September~~six 30months endedDecember 31, 2014, ~~principal~~the ~~balance~~Company recorded a loss of $404,~~000~~540 (~~September~~six 30months ended December 31, 2013 - $0), ~~accrued~~due ~~interest~~to ofthe ~~$964~~change ~~(September~~in ~~30,~~value ~~2013~~of -the ~~$0),~~derivative ~~debt~~liability ~~discount~~during ofthe ~~$0 (September 30~~period, ~~2013 - $0)~~ and a ~~derivative~~debt ~~liability~~discount of $04,565 (~~September~~six 30months ended December 31, 2013 - $0) was ~~recorded~~accreted to the statement of operations.

As of December 31, 2014, principal balance of $40,000 (December 31, 2013 - $0), accrued interest of $1,771 (December 31, 2013 - $0), debt discount of $35,435 (December 31, 2013 - $0) and a derivative liability of $76,015 (December 31, 2013 - $0) was recorded.

LG Capital Note #5

On September 17, 2014, the Company arranged a debt swap under which ~~three~~ Direct Capital notes ~~for~~were ~~$11,000, $11,000 and $32,000 was~~ transferred to LG Capital Funding, LLC for a total amount of $54,000. The promissory note is unsecured, bears interest at 8% per annum and matures on September 17, 2015. The note also contains customary events of default.During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $~~154~~983 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $68,325 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company recorded a ~~gain~~loss of $245,~~655~~691 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $132,~~923~~012 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) was accreted to the statement of operations.

AsDuring ofthe ~~September~~six 30months endedDecember 31, 2014, ~~principal~~the ~~balance~~Company ofissued ~~$54~~497,~~000 (September 30~~511,270 ~~2013~~common -shares ~~$0),~~upon ~~accrued~~the ~~interest~~conversion of $~~154 (September 30~~31,200of ~~2013~~the -principal ~~$0),~~balance ~~debt~~and ~~discount of~~ $~~52,077~~457 ~~(September~~in 30interest, ~~2013~~and - $0)70,688 ~~and~~of athe derivative liability ofwas ~~$65,670~~re-classified ~~(September~~as ~~30,~~additional ~~2013~~paid -in ~~$0)~~capital ~~was~~upon ~~recorded~~conversion.

As of December 31, 2014, principal balance of $22,800 (December 31, 2013 - $0), accrued interest of $526 (December 31, 2013 - $0), debt discount of $21,988 (December 31, 2013 - $0) and a derivative liability of $43,328 (December 31, 2013 - $0) was recorded.

LG Capital Note #6

On September 17, 2014, the Company executed an Unsecured Promissory Note to LG Capital Funding, LLC. Under the terms of the note, the Company has borrowed a total of $55,000, which accrues interest at an annual rate of 8% and has a maturity date of September 17, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $~~157~~1,266 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 55% of the market price, where market price is defined as “the lowest closing bid price on the OTCBB for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company.”

As of ~~September~~December 3031, 2014, principal balance of $55,000 (~~September~~December 3031, 2013 - $0), accrued interest of $~~157~~1,266 (~~September~~December 3031, 2013 - $0), debt discount of $0 (~~September~~December 3031, 2013 - $0) and a derivative liability of $0 (~~September~~December 3031, 2013 - $0) was recorded.

New Venture Attorneys Note #1

On April 1, 2014, the Company executed an Unsecured Promissory Note to New Venture Attorneys PC. Under the terms of the note, the Company has borrowed a total of $50,000, which accrues interest at an annual rate of 8% and has a maturity date of April 1, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $12,~~008~~016 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 55% of the market price, where market price is defined as “the lowest closing bid price on the OTCBB for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company.”

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $61,389 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company recorded a ~~gain~~loss of $~~585~~33,629 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $~~272~~25,406 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) was accreted to the statement of operations.

As of ~~September~~December 3031, 2014, principal balance of $50,000 (~~September~~December 3031, 2013 - $0), accrued interest of $13,~~995~~003 (~~September~~December 3031, 2013 - $0), debt discount of $4924,~~728~~594 (~~September~~December 3031, 2013 - $0) and a derivative liability of $6095,~~805~~019 (~~September~~December 3031, 2013 - $0) was recorded.

Prolific Group Note #1

On January 31, 2014, the Company arranged a debt swap under which a Direct Capital note for $25,000 was transferred to Prolific Group, LLC. The promissory note is unsecured, bears interest at 6% per annum and matures on January 31, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $~~302~~605 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $85,981 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company recorded a ~~gain~~loss of $38,~~748~~895 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $711,~~811~~444 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) was accreted to the statement of operations.

As of ~~September~~December 3031, 2014, principal balance of $20,000 (~~September~~December 3031, 2013 - $0), accrued interest of $~~837~~1,140 (~~September~~December 3031, 2013 - $0), debt discount of $~~3,970~~337 (~~September~~December 3031, 2013 - $0) and a derivative liability of $1932,~~496~~139 (~~September~~December 3031, 2013 - $0) was recorded.

Union Capital Note #1

On May 27, 2014, the Company arranged a debt swap under which a Direct Capital note for $48,516 was transferred to Union Capital, LLC. The promissory note is unsecured, bears interest at 8% per annum and matures on May 27, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $0 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $104,160 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

~~term~~During of the ~~note~~six ormonths toendedDecember 31, 2014, the ~~date~~Company recorded a loss of ~~conversion~~$6,937 ~~and~~(six months ended December 31, 2013 - $0) due to the change in value of the derivative liability isduring ~~revalued~~the atperiod, ~~each~~and ~~reporting~~a ~~date~~debt todiscount ~~fair~~of ~~value. Any~~$25,860 ~~change~~(six inmonths ~~fair~~ended ~~value~~December is31, ~~credited~~2013 or- ~~charged~~$0) was accreted to the statement of operations ~~in the period~~.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company ~~recorded~~issued ~~a loss of $6~~23,~~937 (three months ended September 30~~026,134 ~~2013~~common -shares ~~$0)~~upon ~~due to~~ the ~~change~~conversion inof ~~value~~$28,516 of the ~~derivative~~principal ~~liability~~balance ~~during~~and ~~the~~$178 ~~period~~in interest, and ~~a debt discount of~~ $2543,~~860~~353 ~~(three~~of ~~months~~the ~~ended~~derivative ~~September~~liability ~~30,~~was ~~2013~~ re-classified ~~$0)~~as ~~was~~additional ~~accreted~~paid toin ~~the~~capital ~~statement~~upon ~~of operations~~conversion.

~~During~~As ~~the~~of ~~three~~December ~~months endedSeptember 30~~31, 2014, ~~the~~principal ~~Company~~balance ~~issued~~of 23$0 (December 31,~~026,134~~ ~~common~~2013 ~~shares~~- ~~upon~~$0), ~~the~~accrued ~~conversion~~interest of $28103 (December 31,~~516~~ of2013 ~~the~~- ~~principal~~$0), ~~balance~~debt ~~and~~discount of $~~178~~0 in(December ~~interest~~31, ~~and~~2013 - $~~43,353~~0) ofand ~~the~~a derivative liability ~~was~~of ~~re-classified~~$0 as(December ~~additional~~31, ~~paid~~2013 in- ~~capital~~$0) ~~upon~~was ~~conversion~~recorded.

As of September 30, 2014, principal balance of $0 (September 30, 2013 - $0), accrued interest of $103 (September 30, 2013 - $0), debt discount of $0 (September 30, 2013 - $0) and a derivative liability of $0 (September 30, 2013 - $0) was recorded.

Union Capital Note #2

On May 27, 2014, the Company executed an Unsecured Promissory Note to Union Capital, LLC. Under the terms of the note, the Company has borrowed a total of $97,000, which accrues interest at an annual rate of 8% and has a maturity date of May 27, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $13,~~956~~912 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

~~After~~Upon ~~180~~the ~~days~~holder’s ~~from~~option ~~issuance,~~to convert becoming active the ~~note~~Company ~~may~~recorded bea ~~converted~~debt atdiscount and derivative liability of $293,012 being the ~~option~~fair value of the ~~holder~~conversion ~~into~~feature ~~common~~which ~~stock~~was ofdetermined using the ~~Company~~Black-Scholes valuation model. The ~~conversion~~debt ~~price~~discount is ~~60%~~accreted ofto the ~~market~~statement ~~price,~~of ~~where~~operations ~~market~~using ~~price~~the iseffective ~~defined~~interest asrate “method over the ~~lowest~~term ~~closing~~of ~~bid~~the ~~price~~note onor to the ~~OTCBB~~date ~~for~~of conversion, and the ~~ten~~derivative ~~prior~~liability ~~trading~~is ~~days~~revalued ~~including~~at ~~the~~each ~~day~~reporting ~~upon~~date ~~which~~to afair ~~Notice~~value. Any ofchange ~~Conversion~~in fair value is ~~received~~credited byor charged to the ~~Company~~statement of operations in the period.”

AsDuring ofthe ~~September~~six 30months endedDecember 31, 2014, ~~principal~~the ~~balance~~Company recorded a gain of $97124,~~000~~093 (~~September~~six 30months ended December 31, 2013 - $0), ~~accrued~~due ~~interest~~to ofthe ~~$2,679~~change ~~(September~~in ~~30,~~value ~~2013~~of -the ~~$0),~~derivative ~~debt~~liability ~~discount~~during ofthe ~~$0 (September 30~~period, ~~2013 - $0)~~ and a ~~derivative~~debt ~~liability~~discount of $019,505 (~~September~~six 30months ended December 31, 2013 - $0) was ~~recorded~~accreted to the statement of operations.

As of December 31, 2014, principal balance of $97,000 (December 31, 2013 - $0), accrued interest of $4,635 (December 31, 2013 - $0), debt discount of $77,495 (December 31, 2013 - $0) and a derivative liability of $168,919 (December 31, 2013 - $0) was recorded.

Union Capital Note #3

On July 18, 2014, the Company arranged a debt swap under which three Direct Capital notes for $46,215, $16,000 and $16,000 was transferred to Union Capital, LLC for a total amount of $82,450. The promissory note is unsecured, bears interest at 8% per annum and matures on ~~May~~July 2718, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company accrued $~~982~~1,017 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $161,503 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company recorded a gain of $6258,~~280~~410 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $6282,~~361~~450 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) was accreted to the statement of operations.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, the Company issued ~~170~~190,~~000~~011,~~000~~199 common shares upon the conversion of $5782,~~252~~450 of the principal balanceand $~~496~~1,017 in interest, and $71103,~~896~~094 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of ~~September~~December 3031, 2014, principal balance of $~~25,198~~0 (~~September~~December 3031, 2013 - $0), accrued interest of $~~485~~0 (~~September~~December 3031, 2013 - $0), debt discount of $~~20,089~~0 (~~September~~December 3031, 2013 - $0) and a derivative liability of $~~27,328~~0 (~~September~~December 3031, 2013 - $0) was recorded.

Union Capital Note #4

On July 18, 2014, the Company executed an Unsecured Promissory Note to Union Capital, LLC. Under the terms of the note, the Company has borrowed a total of $110,000, which accrues interest at an annual rate of 8% and has a maturity date of July 18, 2015. The note also contains customary events of default. During the ~~three~~six months ended ~~September~~December 3031, 2014, the Company accrued $14,~~784~~002 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 60% of the market price, where market price is defined as “the lowest closing bid price on the OTCBB for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company.”

As of ~~September~~December 3031, 2014, principal balance of $110,000 (~~September~~December 3031, 2013 - $0), accrued interest of $14,~~784~~002 (~~September~~December 3031, 2013 - $0), debt discount of $0 (~~September~~December 3031, 2013 - $0) and a derivative liability of $0 (~~September~~December 3031, 2013 - $0) was recorded.

Union Capital Note #5

On ~~May~~August 2728, 2014, the Company executed an Unsecured Promissory Note to Union Capital, LLC. Under the terms of the note, the Company has borrowed a total of $32,333, which accrues interest at an annual rate of 8% and has a maturity date of ~~May~~August 2728, 2015. The note also contains customary events of default. During the ~~three~~six months ended ~~September~~December 3031, 2014, the Company accrued $~~893~~886 (~~three~~six months ended ~~September~~December 3031, 2013 - $0) in interest expense.

bid price on the OTCBB for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company.”

As of December 31, 2014, principal balance of $32,333 (December 31, 2013 - $0), accrued interest of $886 (December 31, 2013 - $0), debt discount of $0 (December 31, 2013 - $0) and a derivative liability of $0 (December 31, 2013 - $0) was recorded.

Union Capital Note #6

On October 22, 2014, the Company executed an Unsecured Promissory Note to Union Capital, LLC. Under the terms of the note, the Company has borrowed a total of $32,333, which accrues interest at an annual rate of 8% and has a maturity date of October 22, 2015. The note also contains customary events of default. During the six months ended December 31, 2014, the Company accrued $652 (six months ended December 31, 2013 - $0) in interest expense.

As of ~~September~~December 3031, 2014, principal balance of $32,333 (~~September~~December 3031, 2013 - $0), accrued interest of $~~893~~652 (~~September~~December 3031, 2013 - $0), debt discount of $0 (~~September~~December 3031, 2013 - $0) and a derivative liability of $0 (~~September~~December 3031, 2013 - $0) was recorded.

Union Capital Note #7

On October 22, 2014, the Company arranged a debt swap under whichtwo Direct Capital notes were transferred to Union Capital, LLC in the amount of $32,000. Under the terms of the note, the Company has borrowed a total of $34,560 from Union Capital, LLC, which includes $2,560 in legal fees, accrues interest at an annual rate of 8% and has a maturity date of October 22, 2015. The note also contains customary events of default. During the six months endedDecember 31, 2014, the Company accrued $248 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $45,103 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the six months endedDecember 31, 2014, the Company recorded a loss of $20,662 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $31,626 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 466,000,000 common shares upon the conversion of $31,213 of the principal balanceand $248 in interest, and $59,936 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of December 31, 2014, principal balance of $3,347 (December 31, 2013 - $0), accrued interest of $0 (December 31, 2013 - $0), debt discount of $2,934 (December 31, 2013 - $0) and a derivative liability of $5,829 (December 31, 2013 - $0) was recorded.

Note 10 – Derivative Liabilities

The Company issued financial instruments in the form of convertible notes with embedded conversion features. The convertible notes payable have conversion rates which are indexed to the market value of the Company’s common stock price.

During the ~~three~~six months ~~endedSeptember~~endedDecember 3031, 2014, $~~195~~407,~~318~~026 of principal and $57,~~738~~266 in interest of convertible notes payable were converted into common stock of the Company.

These derivative liabilities have been measured in accordance with fair value measurements, as defined by GAAP. The valuation assumptions are classified within Level 3 inputs.

The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above:

	September 30,
	December 31,
	2014
Balance, beginning of year	$ 420,092
Initial recognition of derivative liability	~~335~~2,~~504~~193,584
Conversion of derivative instruments to Common Stock	(~~263~~675,~~525~~166)
Mark-to-Market adjustment to fair value	(~~104~~397,~~848~~013)
Balance as of September 30, 2014	$ 387,223
Balance as of December 31, 2014	$ 1,541,497

Note 11 – Common Stock

On August 26, 2011, the Company issued 70,000,000 shares at $0.002 per share pursuant to a Share Exchange Agreement with Cloud Date Corporation. An intangible asset of $140,000 was recorded.

From January 1, 2013 to March 31, 2013, the holders of a convertible notes converted a total of $39,000 of principal and interest into 6,246,397 shares of common stock.

On March 13, 2013, the Company issued 6,000,000 shares of common stock to settle debt of $60. These shares were then retired on April 23, 2013

On May 22, 2013, the Company issued 10,000,000 shares of common stock to settle debt of $100. Of the shares issued, 5,000,000 were retired on June 27, 2013.

From April 1, 2013 to June 30, 2013, the holders of convertible notes converted a total of $12,000 of principal into 3,636,364 shares of common stock.

From September 19, 2013 to September 26, 2013, partial conversion of 1 Convertible Preferred share was converted to 45,000,000 shares of common stock. This 1 Convertible Preferred share was cancelled and the remaining value of $165,000 was reinstated.

On May 12, 2014, the Company issued 30,000,000 shares to Rancho Capital Management.

From July 1, 2013 to June 30, 2014, the holders of convertible notes converted a total of $391,649 of principal and interest into 897,851,414 shares of common stock.

~~From~~On ~~July~~December 115, 2014, pursuant to ~~September~~a ~~30,~~consulting ~~2014~~agreement, the ~~holders~~Company ofissued ~~convertible~~105,833,272 ~~notes~~shares ~~converted~~of acommon ~~total~~stock offor $~~201~~149,~~056~~500 in ~~principal~~fees ~~and~~owed ~~interest~~to ~~into~~the ~~466~~President,~~030,804~~ ~~shares~~Brett ~~of common stock~~Everett.

AsFrom ofJuly ~~September~~1, 302014 to December 31, 2014, the ~~Company~~holders ~~has~~of ~~authorized~~convertible ~~7,500,000,000~~notes ~~shares~~converted ofa ~~common~~total ~~stock~~of $414,292 ofin ~~which~~principal 1and interest into 3,~~577~~497,~~898~~402,~~324~~490 shares ~~are~~of ~~issued~~common ~~and outstanding~~stock.

As of December 31, 2014 the Company has authorized 7,500,000,000 shares of common stock, of which 4,715,103,282 shares are issued and outstanding.

Note 12 –Preferred Stock

As of ~~September~~December 3031, 2014, the Company has authorized 50,000,000 shares of preferred stock, of which 110,000 Shares of Series APreferredand 1,000 shares of Series B Preferred and 1500 Shares Series C Preferred are issued and outstanding.

Note 13 – Income Taxes

The Company had no income tax expense during the reported period due to net operating losses. A reconciliation of income tax expense to the amount computed at the statutory rates is as follows:

	September 30,
	December 31,
	2014	2013
Operating profit (loss) for the three month period ended September 30	$ (662,571)	$ (109,566)
Operating profit (loss) for the six month period ended December 31	$ (2,293,342)	$ (264,452)
Average statutory tax rate	34%	34%
Expected income tax provisions	$ (~~225~~779,~~274~~736)	$ (3789,~~252~~914)
Unrecognized tax gains (loses)	(~~225~~779,~~274~~736)	(3789,~~252~~914)
Income tax expense	$ -	$ -

The Company has net operating losses carried forward of approximately $35,~~653~~284,~~940~~711 for tax purposes which will expire in 2025 if not utilized beforehand.

Note 14 – Subsequent Events

On ~~October~~January 21, ~~2014,~~2015 the ~~holder~~Company ofentered into a ~~convertible~~Promissory ~~note~~Note ~~converted~~with aDirect ~~total~~Capital Group in the sum of $5150,~~118~~000. The ofpromissory ~~principaland~~note is unsecured, bears interest ~~into~~at ~~15,510,181~~8% ~~shares~~per ofannum, ~~common~~and ~~stock~~is atdue aon ~~price~~demand ofor $in increments.~~00033.~~

On ~~October~~January 1531, ~~2014,~~2015 the ~~holder~~Company ofsubmitted ato ~~convertible~~the ~~note~~Nevada ~~converted~~Secretary of State for Filing a ~~total~~Certificate of $7Designation to designate 1,~~184~~500 share of ~~principaland~~Series ~~interest~~C ~~into~~Non-Voting ~~25,124,036~~Convertible ~~shares~~Preferred Stock. Shares of ~~common~~that preferred stock atwill abe ~~price~~distributed to shareholders of $the Company’s common stock of record on January 31, 2015.~~000275.~~

On October 17, 2014, the holder of a convertible note converted a total of $10,000 of principal into 40,000,000 shares of common stock at a price of $.00025.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors, which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

	September 30, 2014 $	June 30, 2014 $
	December 31, 2014 $	June 30, 2014 $
Current Assets	~~242~~256,~~759~~195	29,938
Current Liabilities	12,~~933~~718,~~553~~963	1,600,839
Working Capital (Deficit)	(12,~~690~~462,~~794~~768)	(1,570,901)

Cash Flows

	September 30, 2014 $	September 30, 2013 $
	December 31, 2014 $	December 31, 2013 $
Cash Flows from (used in) Operating Activities	(~~508~~639,~~210~~295)	(61117,~~559~~872)
Cash Flows from (used in) Financing Activities	~~510~~640,~~636~~224	64126,~~593~~879
Cash Flows from (used in) Investing Activities	(6,291)	(610,~~237~~018)
Net Increase (decrease) in Cash During Period	(35,~~865~~362)	(31,~~202~~011)

Results for the Three Months Ended ~~September~~December 3031, 2014 Compared to the Three Months Ended ~~September~~December 3031, 2013

Operating Revenues

The Company’s revenues for the three months ended ~~September~~December 3031, 2014, and ~~September~~December 3031, 2013, were $1351,~~238~~392and ~~and~~ $34,~~846~~521, respectively.

General and Administrative Expenses

General and administrative expenses for the three months ended ~~September~~December 3031, 2014, and ~~September~~December 3031, 2013, were $~~341~~405,~~311~~372 and $7582,~~263~~448, respectively. General and administrative expenses consisted primarily of business development costs, consulting fees, management fees, rent and professional fees. The increase was primarily attributable to an increase in business development expenses.

Net Loss from Operations

The Company’s net loss from operations for the three months ended ~~September~~December 3031, 2014, and ~~September~~December 3031, 2013, was $~~328~~353,~~073~~980 and $7177,~~417~~927, respectively.

Other Income (Expense):

Other income (expense) for the three months ended ~~September~~December 3031, 2014, and ~~September~~December 3031, 2013, were $(~~334~~1,~~498~~276,791) and $(3876,~~149~~714). Other income (expense) consisted of gain on derivative valuation and interest expense. The gain on derivative valuation is directly attributable to the change in fair value of the derivative liability. Interest expense is primarily attributable the initial interest expense associated with the valuation of derivative instruments at issuance and the accretion of the convertible debentures over their respective terms.

Net Loss

Net loss for the three months ended ~~September~~December 3031, 2014, was $~~662~~1,~~571~~630,771 compared with a net loss of $~~109~~154,~~566~~641 for the three months ended ~~September~~December 3031, 2013. The increased loss is due to normal operating expenses but with minimal sales.

Results for the ~~Period~~Six ~~from~~Months ~~April~~Ended 11December 31, ~~2011~~2014 ~~(inception~~Compared ofto ~~development~~the ~~stage)~~Six ~~Through~~Months ~~September~~Ended 30December 31, ~~2014.~~2013

Operating Revenues

The Company’s revenues for the ~~period~~six ~~from~~months ~~April~~ended 11December 31, ~~2011~~2014, ~~(inception~~and ofDecember ~~development~~31, ~~stage) through September 30~~2013, ~~2014~~ were $6564,~~471~~630and $8,367, respectively.

General and Administrative Expenses

General and administrative expenses for the ~~period~~six ~~from~~months ~~April~~ended 11December 31, ~~2011~~2014, ~~(inception~~and ofDecember ~~development stage) through September 30~~31, ~~2014~~2013, were $1746,~~703~~683 and $157,~~463~~955, respectively. General and administrative expenses ~~consist~~consisted primarily of business development costs, consulting fees, management fees, rent and professional fees. The ~~appropriate~~increase ~~for~~was ~~being~~primarily aattributable ~~public~~to ~~company~~an increase in business development expenses.

Net Loss from Operations

The Company’s net loss from operations for the ~~period~~six ~~from~~months ~~April~~ended 11December 31, ~~2011~~2014, ~~(inception~~and ofDecember ~~development stage) through September 30~~31, ~~2014~~2013, was $1682,~~637~~053 and $149,~~992~~588, respectively.

Other Income (Expense):

Other income (~~expenses~~expense) for the ~~period~~six ~~from~~months ~~April~~ended 11December 31, ~~2011~~2014, ~~(inception~~and ofDecember ~~development~~31, ~~stage) through September 30~~2013, ~~2014~~were ~~was~~ $(1,~~970~~611,~~303~~290) and $(114,863). Other income (expense) consisted of gain on derivative valuation and interest expense. The gain on derivative valuation is directly attributable to the change in fair value of the derivative liability. Interest expense is primarily attributable the initial interest expense associated with the valuation of derivative instruments at issuance and the accretion of the convertible debentures over their respective terms.

Net Loss

Net loss for the ~~period~~six ~~from~~months ~~April~~ended 11December 31, ~~2011~~2014, ~~(inception~~was of$2,293,342 ~~development~~compared ~~stage)~~with ~~through~~a ~~September~~net ~~30,~~loss ~~2014~~of $264,452 ~~was~~for ~~$(3~~the six months ended December 31,~~653,940)~~ 2013. The increased loss is due to normal operating expenses but with minimal sales.

Results for the Period from April 11, 2011 (inception of development stage) Through December 31, 2014.

Operating Revenues

The Company’s revenues for the period from April 11, 2011 (inception of development stage) through December 31, 2014 were $116,863.

General and Administrative Expenses

General and administrative expenses for the period from April 11, 2011, (inception of development stage) through December 31, 2014, were $2,108,835. General and administrative expenses consist primarily of business development costs, consulting fees, management fees, and professional fees appropriate for being a public company.

Net Loss from Operations

The Company’s net loss from operations for the period from April 11, 2011, (inception of development stage) through December 31, 2014, was $1,991,972.

Other Income (Expense):

Other income (expenses) for the period from April 11, 2011 (inception of development stage) through December 31, 2014 was $(3,292,740).

Net Loss

Net loss for the period from April 11, 2011, (inception of development stage) through December 31, 2014, was $(5,284,711).

Liquidity and Capital Resources

As at ~~September~~December 3031, 2014, the Company had a cash balance and asset total of $~~1,727~~230 and $~~877~~854,~~766~~781 respectively, compared with $5,592 and $695,042 of cash and total assets, respectively, as at June 30, 2014. The decrease in cash was due to normal operating activities whereas the increase in total assets was due to the purchase of inventory for operations and loans.

As at ~~September~~December 3031, 2014, the Company had total liabilities of $12,~~933~~718,~~553compared~~963compared with $1,600,839 as at June 30, 2014. The increase in total liabilities was attributed to the increase in notes payable.

The overall working capital decreased from $1,570,901 deficit at June 30, 2014, to $12,~~690~~462,~~794deficit~~768deficit at ~~September~~December 3031, 2014.

Cash Flow from Operating Activities

During the ~~three~~six months ended ~~September~~December 3031, 2014, cash used in operating activities was$(~~508~~639,~~210~~295) compared to $(61117,~~559~~872) for the ~~three~~six months ended ~~September~~December 3031, 2013. The increase in the amounts of cash used for operating activities was primarily due to interest expense, an increase in convertible debentures and the net loss.

Cash Flow from Investing Activities

During the ~~three~~six months ended ~~September~~December 3031, 2014, cash used in investing activities was $(6,291) compared to $(610,~~237~~018) for the ~~three~~six months ended ~~September~~December 3031, 2013.

Cash Flow from Financing Activities

During the ~~three~~six months ended ~~September~~December 3031, 2014, cash provided by financing activity was $~~510~~640,~~636~~224 compared to $64126,~~593~~879 for the ~~three~~six months ended ~~September~~December 3031, 2013. The increase in cash provided by financing activities is due to increase in notes payable and loans from related parties.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of ~~September~~December 3031, 2014, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on October 15, 2013, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on October 15, 2013, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1. Quarterly Issuances:

From July 1, 2014 to ~~September~~December 3031, 2014, the holders of convertible notes converted a total of $~~201~~414,~~056~~292 of principal and interest into ~~466~~3,~~030~~497,~~804~~402,490 shares of our common stock.

On December 15, 2014, pursuant to a consulting agreement, the Company issued 105,833,272 shares of common stock for $149,500 in fees owed to the President, Brett Everett.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

2. Subsequent Issuances:

~~On October 2, 2014, the holder of a convertible note converted a total of $5,118 of principal and interest into 15,510,181 shares of common stock at a price of $~~None.~~00033.~~

On October 15, 2014, the holder of a convertible note converted a total of $7,184 of principal and interest into 25,124,036 shares of common stock at a price of $.000275.

On October 17, 2014, the holder of a convertible note converted a total of $10,000 of principal into 40,000,000 shares of common stock at a price of $.00025.

Other than above, we did not issue any unregistered securities other than as previously disclosed.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Previous Independent Registered Public Accounting Firm




	1	On October 16, 2014, Microelectronics Technology Company (the “Registrant”), after review and recommendation by its board of directors, dismissed W.T. Uniack& Co., CPAs P.C.(“Uniack”) as the Registrant’s independent registered public accounting firm. Uniack was engaged in November, 2013 and did not audit any of the Registrant’s financial statements, or issue any report in connection therewith, prior to its dismissal.




	2	From its engagement through the date of the filing of this report there were no disagreements between the Registrant and Uniack regarding any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Uniack, would have caused Uniack to make reference to the subject matter of the disagreement(s) in connection with its reports; and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.




	3	The Registrant has provided Uniack with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (“SEC”) and requested Uniack to furnish to the Registrant a letter addressed to the SEC stating whether it agrees with the statements made by the Registrant and, if not, stating the respects in which it does not agree. When received, a copy of Uniack’s response letter will be filed as an Exhibit to an amendment of this Current Report.

New Independent Registered Public Accounting Firm




	4	On October 16, 2014, the Registrant engaged Terry L. Johnson, CPA, as its independent registered public accounting firm (“Johnson”).




	5	During the Registrant’s two most recent fiscal years and through the date of this report, the Registrant did not consult with Johnson regarding (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered regarding the Registrant’s financial statements, and no written or oral advice was provided by Johnson that was an important factor considered by the Registrant in making a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of any disagreement or event, as set forth in Item 304 (a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K.

ITEM 6. EXHIBITS

Exhibit Number	Description of Exhibit	Filing	~~Filing~~
3.1	Articles of Incorporation	Filed with the SEC on December 12, 2005 as part of our Registration of Securities on Form SB-2.	~~Filed with the SEC on December 12, 2005 as part of our Registration of Securities on Form SB-2.~~
3.1(a)	Amended and Restated Articles of Incorporation, as of March 12, 2014.	Filed herewith.	~~Filed herewith.~~
3.1(b)	Amended and Restated Articles of Incorporation, as of May 27, 2014.	Filed herewith.	~~Filed herewith.~~
3.2	Bylaws	Filed with the SEC on December 12, 2005 as part of our Registration of Securities on Form SB-2.	~~Filed with the SEC on December 12, 2005 as part of our Registration of Securities on Form SB-2.~~
10.01	Joint Venture Agreement by and between the Company and Beijing HuaJu Net Media Technology Co., Ltd., dated March 16, 2007	Filed with the SEC on March 19, 2007 as part of our Current Report on Form 8-K.	~~Filed with the SEC on March 19, 2007 as part of our Current Report on Form 8-K.~~
10.02	Share Purchase Agreement, by and between the Company and 722868 Ontario Ltd., dated October 5, 2009.	Filed with the SEC on October 9, 2009 as part of our Current Report on Form 8-K.	~~Filed with the SEC on October 9, 2009 as part of our Current Report on Form 8-K.~~
10.03	Share Exchange Agreement, by and among the Company and Cloud Data Corporation and its shareholders,, dated August 25, 2011	Filed with the SEC on August 30, 2011 as part of our Current Report on Form 8-K.	~~Filed with the SEC on August 30, 2011 as part of our Current Report on Form 8-K.~~
10.04	Debt Settlement Agreement, by and between the Company and Direct Capital Group, Inc., dated December 31, 2013	Filed with the SEC on February 14, 2013 as part of our Quarterly Report on Form 10-Q.	~~Filed with the SEC on February 14, 2013 as part of our Quarterly Report on Form 10-Q.~~
10.05	Unsecured Promissory note entered into between the Company and Asher Enterprises, dated July 17, 2012	Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.~~
10.06	Unsecured Promissory note entered into between the Company and Asher Enterprises, dated Dec 12, 2012	Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.~~
10.07	Unsecured Promissory note entered into between the Company and Direct Capital Group, Inc., dated Dec 31, 2012	Filed herewith.	~~Filed herewith.~~
10.08	Unsecured Promissory note entered into between the Company and Asher Enterprises, dated Jan 30, 2013	Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.~~
10.09	Unsecured Promissory note entered into between the Company and Asher Enterprises, dated April 12, 2013	Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.~~
10.1	Convertible Redeemable Note Agreement by and between the Company and Direct Capital Group, Inc., dated May 16, 2013.	Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.	~~Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.~~
10.11	Debt Settlement Agreement by and between the Company and Direct Capital Group, Inc., dated June 5, 2013.	Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.	~~Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.~~
10.12	Contract Agreement by and between Cloud Data Corporation our wholly-owned subsidiary and James Oakley, dated Feb 1, 2012	Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.	~~Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.~~
10.13	Contract Agreement by and between Cloud Data Corporation our wholly-owned subsidiary and Shone Anstey, dated Feb 1, 2012	Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.	~~Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.~~
10.14	Convertible Promissory Note entered into by and between the Company and Direct Capital dated July 31, 2013	Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.	~~Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.~~
10.15	Convertible Promissory Note entered into by and between the Company and Direct Capital dated August 31, 2013	Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.	~~Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.~~
10.16	Convertible Promissory Note entered into by and between the Company and Direct Capital dated September 30, 2013	Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.	~~Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.~~
10.17	Convertible Promissory Note entered into by and between the Company and Direct Capital dated September 30, 2013	Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.	~~Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.~~
10.18	Convertible Promissory Note entered into by and between the Company and Direct Capital dated October 31, 2013	Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.~~
10.19	Convertible Promissory Note entered into by and between the Company and Direct Capital dated November 30, 2013	Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.~~
10.2	Convertible Promissory Note entered into by and between the Company and Direct Capital dated December 31, 2013	Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.~~
10.21	Convertible Promissory Note entered into by and between the Company and Direct Capital dated October 11, 2013	Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.~~
10.22	Asset/Intellectual Property Purchase Agreement entered into dated May 5, 2014, the effective date.	Filed with the SEC on May 8, 2014 as part of our Current Report on Form 8-K.	~~Filed with the SEC on May 8, 2014 as part of our Current Report on Form 8-K.~~
10.23	Convertible Promissory Note entered into by and between the Company and Classic Capital, Inc., dated May 5, 2014	Filed with the SEC on May 8, 2014 as part of our Current Report on Form 8-K.	~~Filed with the SEC on May 8, 2014 as part of our Current Report on Form 8-K.~~
10.24	Employment Agreement by and between the Company and Brett Everett, dated May 15, 2014.	Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.~~
10.25	Convertible Promissory Note entered into by and between the Company and Direct Capital dated January 31, 2014	Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.~~
10.26	Convertible Promissory Note entered into by and between the Company and Coventry Enterprises, LLC dated January 31, 2014	Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.~~
10.27	Convertible Promissory Note entered into by and between the Company and Prolific Group, LLC dated January 31, 2014	Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.~~
10.28	Convertible Promissory Note entered into by and between the Company and LG Capital Funding, LLC dated February 26, 2014.	Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.~~
10.29	Convertible Promissory Note entered into by and between the Company and Direct Capital dated February 28, 2014	Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.~~
10.30	Convertible Promissory Note entered into by and between the Company and Direct Capital dated March 31, 2014		Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.
10.3	Convertible Promissory Note entered into by and between the Company and Direct Capital dated March 31, 2014	Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.
10.31	Convertible Promissory Note entered into by and between the Company and New Venture Attorneys, PC dated April 1, 2014	Filed Herewith.	~~Filed Herewith.~~
10.32	Convertible Promissory Note entered into by and between the Company and KBM Worldwide, Inc. dated April 11, 2014	Filed Herewith.	~~Filed Herewith.~~
10.33	Convertible Promissory Note entered into by and between the Company and JMJ Financial dated April 16, 2014	Filed Herewith.	~~Filed Herewith.~~
10.34	Convertible Promissory Note entered into by and between the Company and Direct Capital dated April 30, 2014	Filed with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed Herewith.~~
10.35	Convertible Promissory Note entered into by and between the Company and Classic Capital, Inc., dated May 5, 2014	Filed with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed Herewith.~~
10.36	Convertible Promissory Note entered into by and between the Company and Adar Bays, LLC, dated May 19, 2014	Filed Herewith.	~~Filed Herewith.~~
10.37	Convertible Promissory Note entered into by and between the Company and Adar Bays, LLC, dated May 27, 2014	Filed Herewith.	~~Filed Herewith.~~
10.38	Convertible Promissory Note entered into by and between the Company and Union Capital, LLC, dated May 27, 2014	Filed Herewith.	~~Filed Herewith.~~
10.39	Convertible Promissory Note entered into by and between the Company and Union Capital, LLC, dated May 27, 2014	Filed with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed Herewith.~~
10.40	Convertible Promissory Note entered into by and between the Company and Gel Properties, LLC dated May 27, 2014	Filed Herewith.	~~Filed Herewith.~~
10.41	Convertible Promissory Note entered into by and between the Company and Direct Capital dated June 1, 2014	Filed with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed Herewith.~~
10.42	Convertible Promissory Note entered into by and between the Company and LG Capital Funding, LLC, dated June 12, 2014	Filed Herewith.	~~Filed Herewith.~~
10.43	Convertible Promissory Note entered into by and between the Company and LG Capital Funding, LLC, dated June 12, 2014	Filed Herewith.	~~Filed Herewith.~~
10.44	Convertible Promissory Note entered into by and between the Company and Direct Capital dated March 31, 2014	Filed with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed Herewith.~~
10.45	Convertible Promissory Note entered into by and between the Company and Classic Capital dated June 30, 2014	Filed with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed Herewith.~~
10.46	Convertible Promissory Note entered into by and between the Company and Asher Enterprises dated October 4, 2013	Filed Herewith.	~~Filed Herewith.~~
10.47	Convertible Promissory Note entered into by and between the Company and Direct Capital dated December 15, 2012	Filed Herewith.	~~Filed Herewith.~~
10.48	Convertible Promissory Note entered into by and between the Company and Gel Properties dated June 28, 2013	Filed Herewith.	~~Filed Herewith.~~
10.49	Convertible Promissory Note entered into by and between the Company and LG Capital dated February 26, 2014	Filed Herewith.	~~Filed Herewith.~~
Convertible Promissory Note entered into by and between the Company and Adar Bays, LLC dated May 19, 2014		Filed Herewith.
10.50	Convertible Promissory Note entered into by and between the Company and Adar Bays, LLC dated May 19, 2014	Filed Herewith.
10.51	Convertible Promissory Note entered into by and between the Company and Direct Capital dated June 1, 2014	Filed with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed Herewith.~~
10.52	Convertible Promissory Note entered into by and between the Company and Direct Capital dated July 1, 2014	Filed with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.	~~Filed Herewith.~~
10.53	Convertible Promissory Note entered into by and between the Company and KBM Worldwide dated July 15, 2014	Filed Herewith.	~~Filed Herewith.~~
10.54	Convertible Promissory Note entered into by and between the Company and Union Capital, LLC dated July 18, 2013	Filed Herewith.	~~Filed Herewith.~~
10.55	Convertible Promissory Note entered into by and between the Company and Union Capital, LLC dated July 18, 2013	Filed Herewith.	~~Filed Herewith.~~
10.56	Convertible Promissory Note entered into by and between the Company and LG Capital Funding, LLC, dated ~~September17~~September 17, 2014	Filed Herewith.	~~Filed Herewith.~~
10.57	Convertible Promissory Note entered into by and between the Company and LG Capital Funding, LLC, dated September 17, 2014	Filed Herewith.	~~Filed Herewith.~~
14.01	Code of Ethics		Filed with the SEC on August 11, 2006 as part of our Annual Report on Form 10-KSB.
10.58	Convertible Promissory Note entered into by and between the Company and Direct Capital dated July 31, 2014	Filed Herewith.
16.01	Representative Letter from John Kinross-Kennedy		Filed with the SEC on February 14, 2013 as part of our Quarterly Report on Form 10-Q.
10.59	Convertible Promissory Note entered into by and between the Company and Direct Capital dated October 1, 2014	Filed Herewith.
16.02	Representative Letter from Anton & Chia, LLP		Filed with the SEC on October 23, 2013 as part of our Current Report on Form 8-K.
10.60	Convertible Promissory Note entered into by and between the Company and Union Capital dated October 22, 2014	Filed Herewith.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14		Filed herewith.
10.61	Convertible Promissory Note entered into by and between the Company and Union Capital dated October 22, 2014	Filed Herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14		Filed herewith.
10.62	Convertible Promissory Note entered into by and between the Company and 112BIT, LLC dated November 24, 2014	Filed Herewith.
32.01	Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act		Filed herewith.
10.63	Convertible Promissory Note entered into by and between the Company and Aladdin Trading, LLC dated November 25, 2014	Filed Herewith.
101.INS*	XBRL Instance Document		Furnished herewith.
10.64	Convertible Promissory Note entered into by and between the Company and Coventry Enterprises, LLC dated November 25, 2014	Filed Herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document		Furnished herewith.
10.65	Consulting Agreement by and between the Company and Zoom Companies, dated October 1, 2014.	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document		Furnished herewith.
10.66	Convertible Promissory Note entered into by and between the Company and Direct Capital dated October 1, 2014	Filed Herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document		Furnished herewith.
10.67	Convertible Promissory Note entered into by and between the Company and Direct Capital dated October 1, 2014	Filed Herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document		Furnished herewith.
10.68	Convertible Promissory Note entered into by and between the Company and Direct Capital dated October 2, 2014	Filed Herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document		Furnished herewith.
10.69	Convertible Promissory Note entered into by and between the Company and Direct Capital dated October 3, 2014	Filed Herewith.
10.70	Convertible Promissory Note entered into by and between the Company and Direct Capital dated October 4, 2014	Filed Herewith.
10.71	Convertible Promissory Note entered into by and between the Company and Direct Capital dated January 1, 2015	Filed Herewith.
14.01	Code of Ethics	Filed with the SEC on August 11, 2006 as part of our Annual Report on Form 10-KSB.
16.01	Representative Letter from John Kinross-Kennedy	Filed with the SEC on February 14, 2013 as part of our Quarterly Report on Form 10-Q.
16.02	Representative Letter from Anton & Chia, LLP	Filed with the SEC on October 23, 2013 as part of our Current Report on Form 8-K.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	Furnished herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Furnished herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Furnished herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Furnished herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Furnished herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Furnished herewith.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

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

MICROELECTRONICS TECHNOLOGY COMPANY

Dated: ~~November~~February 1917, ~~2014~~2015

/s/ Brett Everett

BRETT EVERETT

Its: President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer

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

Dated: ~~November~~February 1917, ~~2014~~2015

/s/ Brett Everett

By: BRETT EVERETT

Its: Director

Filing Compare · MICROELECTRONICS TECHNOLOGY Co