UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

[__] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

COMMISSION FILE NUMBER 000-54504

NOUVEAU VENTURES INC.
(Exact name of registrant as specified in its charter)

NEVADA		27-4636847
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

3254 Prospect Ave.
La Crescenta, CA 91214		91214
(Address of principal executive offices)		(Zip Code)

(818) 249-1157
Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:		NONE.
Securities registered pursuant to Section 12(g) of the Act:		Common Stock, $0.001 Par Value Per Share.

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

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

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. [X] Yes [__] 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 (s. 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). [X] Yes [__] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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 Act). [__] Yes [X] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $7,301,066 based on the closing price of $0.30 on June 30, 2014 as quoted by the OTC Markets on that date.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of July 14, 2015, the Registrant had 50,018,888 shares of common stock outstanding.

NOUVEAU VENTURES INC.

ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2014

TABLE OF CONTENTS

PART I	3
ITEM 1. DESCRIPTION OF BUSINESS	3
ITEM 1A. RISK FACTORS	5
ITEM 2. DESCRIPTION OF PROPERTIES	8
ITEM 3. LEGAL PROCEEDINGS	8
ITEM 4. MINE SAFETY DISCLOSURES	8
PART II	8
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	15
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	31
ITEM 9A. CONTROLS AND PROCEDURES	31
ITEM 9B. OTHER INFORMATION	32
PART III	33
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	33
ITEM 11. EXECUTIVE COMPENSATION	34
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	35
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	37
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.	38
PART IV	39
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	39
SIGNATURES	41

PART I

The information in this discussion contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "intend," "anticipate," "believe," "estimate,” "predict," "potential" or "continue," the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks described below, and, from time to time, in other reports the Company files with the United States Securities and Exchange Commission (the “SEC”). These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.

As used in this Annual Report, the terms “we,” “us,” “our,” “Nouveau ,” and the “Company” mean Nouveau Ventures Inc. and its subsidiaries, unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.

ITEM 1. BUSINESS.

General

We were incorporated on January 19, 2011 under the laws of the State of Nevada. We were formerly developing and launching an online business-to-business marketplace and channel management tools for the rapidly growing software-as-a-service ("SaaS") market (the “SaaSMAX Marketplace”). Effective July, 9, 2013, we decided to shift our business operations to the marketing, selling and distribution of a propane diesel dual fuel retrofit system (“DFRS Products”) owned by California Clean Air Technologies, LLC, a Nevada limited liability company (“CCAT”). In August, 2014, we acquired a patented technology for optimizing airflow to internal combustion engines to create more power (the “Quantumcharger Technology”) and inventions utilizing the Quantumcharger Technology that are the subject of United States Patent No. US 7,849,840 (the “Patent”).

Subsequent to the fiscal year ended December 31, 2015, the Company elected not to proceed with the the marketing, selling and distribution of the CCAT propane diesel dual fuel retrofit system and elected to allow their exclusive distributor agreement with CCAT to remain in default for lack of payment of royalties. As such, the Company has now shifted its focus to the Quantumcharger Technology.

Technology Acquisition Agreement

On August 19, 2014, we entered into a Technology Acquisition Agreement (the “Technology Acquisition Agreement”) with David St. James (the “Inventor”). Closing of the Technology Acquisition Agreement occurred on August 23, 2014 (“Closing”). Under the terms of the Technology Acquisition Agreement, the Inventor assigned his right, title and interest in a patented technology for optimizing airflow to internal combustion engines to create more power (the “Quantumcharger Technology”) and inventions utilizing the Quantumcharger Technology that are the subject of United States Patent No. US 7,849,840 (the “Patent”) in consideration of the following:

1. Issuance to the Inventor of 200,000 shares of our common stock (the “Shares”) at a fair market valueof $0.30 per share, representing the most recent price for which our common stock sold in the market place. The Shares are held in the custody of our legal counsel and released to the Inventor on the following schedule:

(a)

50,000 Shares released on Closing;

(b)

50,000 Shares released four (4) months after Closing;

(c)

50,000 Shares released eight (8) months after Closing; and

(d)

50,000 Shares released twelve (12) months after Closing.

Notwithstanding that the Shares are held in custody and are not released to the Inventor, all voting and dividend rights in respect of the Shares accrue to the Inventor and he is entitled to exercise such rights and receive such benefits in respect of the Shares.

As of the date of this report, the 150,000 shares in tranches (a) through (c) above have been released to the Inventor.

The Technology Acquisition Agreement was valued at the total fair market value of the Shares issued of $60,000 in the accompanying balance sheet and is being amortized over the remaining 16 year life of the Patent.

2. The Inventor also retained a royalty of 5% of gross revenues from the exploitation of the Quantumcharger Technology, subject to minimum royalty payments of $1,500 per calendar month (the “Minimum Royalties”).

3 As further consideration for the sale, assignment and transfer of the Quantumcharger Technology, we agreed to make expenditures of $100,000 to develop and commercialize the Technology within twelve (12) months from Closing.

In the event the Company is unable to fulfill its obligations under number 2 or 3 above and such default is not cured within 15 days written notice, the Technology Acquisition Agreement may be terminated and Nouveau shall re-assign the Patent and transfer the intellectual property to the Inventor. Any Shares not released, or scheduled to be released in the next 30 days from the date of termination shall be returned to the Company for cancellation and the Inventor shall have no further rights in respect of such Shares. In the event of termination, the carrying value of the Patent in our financial statements, net of accumulated amortization, will be written down to $0.

We have the right to sub-license our interest in the Quantumcharger Technology, subject to the Inventor being paid 30% of all revenues obtained through sub-licensing.

On August 23, 2014, the Inventor was appointed as our Vice-President and as a Director.

On August 23, 2014, on Closing of the Technology Acquisition Agreement, we issued an aggregate of 200,000 shares of our common stock (the “Shares”) in the name of the Inventor and released 50,000 of the Shares to him. Shares due to Mr. St James four months after Closing were released to him on December 23, 2014 and the 50,000 Shares due to Mr. St James eight months after Closing were released to him on April 23, 2014. The Shares were issued as part consideration for the entry into the Technology Acquisition Agreement and pursuant to the exemption from registration requirements contained in Section 4(2) of the Securities Act.

The Quantumcharger™

The Quantumcharger™ is a revolutionary new device which solves many of the traditional problems of both superchargers and turbochargers. The Quantumcharger™ is basically a supercharger, either a roots type or centrifugal, that utilizes an electric motor and one or more clutches, overrun bearings, or a combination of both depending on the application.

The Quantumcharger™ is capable of providing full boost on demand at any engine speed, including before the engine has been started. At lower engine speeds, the electric motor is used to spin the compressor to whatever speed is needed to create the desired boost. Once the engine is running at a higher speed, the compressor can then be driven mechanically by the engine alone to provide boost without the use of the electric motor. This enables the engine to provide additional power whenever it is needed, at lower engine speeds with the electric motor or at higher engine speeds just like a traditional supercharger being driven by the engine. The compressor doesn’t need to be in operation at all times, usually only during periods of demand for increased power.

When used in conjunction with a turbocharger, the Quantumcharger™ can be activated briefly at lower engine speeds to eliminate the symptoms of turbo lag until the turbocharger is able to provide sufficient boost on its own.

Providing boost before the engine is started can be helpful for cold starting diesel engines in colder weather. Also, whenever the electric motor is not needed for driving the compressor, it can be turned by the engine and used to generate electricity. This feature can provide substantial cost and space savings since an alternator is no longer needed. The Quantumcharger™ is used in conjunction with an electronic controller with various sensors to activate the electric motor, operate electro-magnetic clutches when used, and facilitate the generation of electricity by the electric motor. These various actions can be based on several factors including engine speed, throttle position, intake pressure, and many more.

In modern times we are starting to see a renewed and very serious demand for innovation. There is currently a race for new technology as a new trend has developed in the auto industry which has become known as engine downsizing. Engine downsizing is the practice of using smaller and lighter engines in vehicles in an attempt to make them more economical, while at the same time striving to maintain the power of a larger engine for greater drivability and safety. The Quantumcharger™ is ideal for these modern needs. It enables new engine configurations that are fuel efficient, environmentally friendly, and cost effective, while having much more power available on demand.

Competition

We have numerous direct, indirect and partial competitors, many of which have valuable industry relationships and access to greater resources than we do. The numerous types of direct or indirect competitors that exist in the market today. There is no assurance that we will be able to produce a product that will be competitive in the marketplace, and even if competitive that we will be able to earn a profit.

Patents

Patent No: US 7,849,840 B2
Date of Patent: December 14, 2014
Title: Electrical Motor Assited Mechanical Supercharging System

Employees

As of the date of this Annual Report, other than our officers and directors, we have no employees.

ITEM 1A. RISK FACTORS.

The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

We have a lack of operating history in the engine retrofit industry and there is no assurance that our business efforts in this field will be successful.

With our acquisition of the Quantumcharger Technology, we are embarking on a change of business. Although Rob Rainer, our director and Chief Executive Officer has extensive business experience, he does not have experience in the engine retrofit industry. Many of our competitors will have greater experience and/or greater financial resources than we do at this time. We intend to hire sales and consulting teams with experience in the engine retrofit industry. However, there is no assurance that our business efforts in the engine retrofit industry will prove successful.

Demand for and supply of our products and services may be adversely affected by several factors, some of which we cannot predict or control, that could adversely affect our financial position, results of operations or cash flows.

The demand for our products and services could be affected by several factors, including:

economic downturns in the markets in which we sell our products;

competition from other products;

changes in customer preferences;

product obsolescence or technological changes that render our products less desirable to use or more expensive to produce;

changes in environmental regulations that may make our products illegal to sell in their present form;

inability of our supplier to obtain raw materials used in production due to factors such as work stoppages, shortages or supplier plant shutdowns; and

inability to supply products due to factors such as work stoppages, plant shutdowns or regulatory changes and exogenous factors, like severe weather.

If any of these events occur, the demand for and supply of our products and services could suffer, which could have a material adverse affect on our financial position, results of operations and cash flows.

We face competition from other retrofit companies, which could adversely affect our sales, results of operations or cash flows.

We compete with companies that produce similar products and with companies that produce different products that are designed for the same end uses. We encounter competition based on several key criteria, including product performance and quality, product price, product availability and security of supply, responsiveness of product development in cooperation with customers and customer service.

We expect that our competitors will continue to develop and introduce new and enhanced products, which could cause a decline in the market acceptance of our products. In addition, our competitors could cause a reduction in the selling prices of some of our products as a result of intensified price competition. Competitive pressures can also result in the loss of major customers. An inability to compete successfully could have an adverse effect on our financial position, results of operations or cash flows.

We may also experience increased competition from companies that offer products based on alternative technologies and processes that may be more competitive or better in price or performance, causing us to lose customers and result in a decline in our sales volume and earnings.

Additionally, some of our customers may already be or may become large enough to justify developing in-house production capabilities. Any significant reduction in customer orders as a result of a shift to in-house production could adversely affect our future sales and operating prospects.

Current and future disruptions in the global credit and financial markets could limit our access to financing, which could negatively impact our business.

Domestic and foreign credit and financial markets have experienced extreme disruption in the past three years, including volatility in security prices, diminished liquidity and credit availability, declining valuations of certain investments and significant changes in the capital and organizational structures of certain financial institutions. We are unable to predict the likely duration and severity of the continuing disruption in the credit and financial markets or of any related adverse economic conditions. These market conditions may limit our ability to access the capital necessary to grow and maintain our business. Accordingly, we may be forced to delay raising capital, issue shorter tenors than we prefer or pay unattractive interest rates, which could increase our interest expense, decrease our profitability and significantly reduce our financial flexibility. Overall, our results of operations, financial condition and cash flows could be materially adversely affected by the disruptions in the global credit and financial markets.

To service our indebtedness and other liabilities, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to pay interest on our debt and to satisfy our other debt obligations and other liabilities will depend in part upon our future financial and operating performance and upon our ability to renew or refinance borrowings. Prevailing economic conditions and financial, business, competitive, legislative, regulatory and other factors, many of which are beyond our control, will affect our ability to make these payments. While we believe that cash flow from our current level of operations, available cash and available borrowings will provide adequate sources of liquidity for at least the next twelve months, a significant drop in operating cash flow resulting from economic conditions, competition or other uncertainties beyond our control could create the need for alternative sources of liquidity. If we are unable to generate sufficient cash flow to meet our debt service obligations, we will have to pursue one or more alternatives, such as, reducing or delaying capital or other expenditures, refinancing debt, selling assets, or raising equity capital.

We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our term loan and revolving credit facility, on commercially reasonable terms or at all.

Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.

Because our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the quotation price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

1.	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

2.	contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

3.	contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

4.	contains a toll-free telephone number for inquiries on disciplinary actions;

5.	defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

6.	contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

ITEM 2. PROPERTIES.

We currently do not own any real property. Our executive office is located at 3254 Prospect Ave. La Crescenta, CA 91214, which is provided to us by Mr. Rainer, at no cost.

ITEM 3. LEGAL PROCEEDINGS.

On June 3, 2013, we entered into a settlement agreement (the “Settlement Agreement”) with Tony Osibov (“Osibov”) settling all outstanding claims between Osibov and us. As consideration for the Settlement Agreement, we agreed to pay Mr. Osibov $24,000 of which $15,000 had been paid as of June 30, 2013 and $9,000 remained in accounts payable, which was divested pursuant to the Share Exchange Agreement. Mr. Osibov agreed to sell his 300,000 shares of our common stock to unaffiliated third parties for $6,000 within 30 days from the date of the Settlement Agreement. Additionally, Mr. Osibov relinquished us and Ms. Moskowitz our former CEO from any and all rights that he has alleged that he has to any of our intellectual property, which we subsequently divested, except for the relinquishment of the PHP object oriented application backup system for creating application programming interfaces, called PHPMC.

ITEM 4. MINE SAFETY DISCLOSURE.

Not Applicable.

PART II

MARKET INFORMATION

Our common stock qualified for quotation on the OTCBB on August 24, 2012, under the symbol “SAAX”. No trades of our common stock occurred through the facilities of the OTCBB until September 20, 2012. The following table sets forth the range of the high and low bid closing per share of our common stock for each quarter as reported on the OTCBB or OTCQB, as applicable. Effective April 16, 2014, we amended our Articles of Incorporation in accordance with Article 78.207 of Chapter 78 of the Nevada Revised Statutes by increasing our issued and authorized common stock on a twelve-for-one basis (the “Stock Split”). The following table sets forth the range of the high and low bid closing per share of our common stock for each quarter as reported on the OTCBB or OTCQB, as applicable as adjusted to reflect the Stock Split.

	2014*				2013*
	High		Low		High		Low
First quarter ended March 31	$	0.29	$	0.29	$	0.08	$	0.08
Second quarter ended June 30	$	0.75	$	0.30	$	0.08	$	0.08
Third quarter ended September 30	$	0.30	$	0.10	$	0.08	$	0.08
Fourth quarter ended December 31	$	0.65	$	0.08	$	0.33	$	0.29

* For the periods presented, prices represent high and low closing prices during the period.

Bid quotations entered on OTC Link and the OTCQB reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

REGISTERED HOLDERS OF OUR COMMON STOCK

As of July 14, 2015, an aggregate of 50,018,888 shares of our common stock were issued and outstanding and were owned by approximately 54 registered holders of record of our common stock. The foregoing number of record holders does not include any persons who hold their stock in “street name.”

DIVIDENDS

We have not declared any dividends on our common stock since our inception and we do not expect to declare any dividends in the foreseeable future. There are no provisions in our Articles of Incorporation or bylaws that limit our ability to pay dividends on our common stock. Chapter 78 of the Nevada Revised Statutes (the “NRS”), does provide certain limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend:

(a)

we would not be able to pay our debts as they become due in the usual course of business; or

(b)

except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution.

RECENT SALES OF UNREGISTERED SECURITIES

None.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this report. This discussion and analysis may contain forward-looking statements based on assumptions about our future business. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under “Risk Factors” and elsewhere in this report.

This discussion presents management’s analysis of our results of operations and financial condition as of and for each of the years in the two-year period ended December 31, 2014. The discussion should be read in conjunction with our financial statements and the notes related thereto which appear elsewhere in this report.

Year End Summary

		Year Ended December 31,					Percentage Increase / (Decrease)
		2014			2013
Operating Expenses – Continuing Operations	$	215,855		$	165,448		30.5%
Loss from Continuing Operations		(215,855	)		(165,448	)	30.5%

Loss from Discontinued Operations		56,250			294,773		(80.9%	)
Total Loss from Discontinued Operations		56,250			294,773		(80.9%	)
Net Loss	$	(272,105	)	$	(460,221	)	(40.9%	)

Revenues

We did not record any revenues during the fiscal years ended December 31, 2014 and 2013. We do not currently have any sales or revenue history with respect to the Quantumcharger Technology. As such, there is no assurance that our business efforts in this area will prove to be successful.

Operating Costs Continuing Operations

Our operating expenses for continuing operations for the years ended December 31, 2014 and 2013 are outlined in the table below:

.		Year Ended December 31			Percentage Increase / (Decrease)
		2014		2013
Professional Fees	$	78,917	$	103,771	(24.0%	)
General and Administrative		16,289		24,177	(32.6%	)
Stock Based Compensation		120,649		37,500	221.7%
TOTAL	$	215,855	$	165,448	30.5%

Our operating expenses increased by $50,407 during the fiscal year ended December 31, 2014 as compared to the fiscal year ended December 31, 2013. The increase was primarily caused by a $83,149 increase in stock based compensation, which was partially offset by a decreases of $25,052 in professional fees and $7,888 in general and administrative expenses during the same period.

Professional fees consist primarily of fees associated with legal and accounting fees resulting from the filing requirements necessary for a public company.

General and administrative expenses primarily relate to management fees, regulatory expenses, depreciation, Internet services, travel, entertainment, automotive and office expenses.

Stock based compensation relates to earn-in shares provided to management.

Loss From Discontinued Operations

Marketing expenses consist of consulting fees incurred in the development and marketing of the DFRS Products.

During the years ended December 31, 2014 and 2013, we recorded losses from discontinued operations of $56,250 and $294,773 respectively..

During the year ended December 31, 2014, the loss from discontinued operations to our operations in the diesel retrofit industry. During the year ended December 3, 2013, $273,510 of our losses form discontinued operatiosn related to our acivities in ths sofatwars as services sector and the balance of $21,263 to our operations in the diesel retrofit industry.

Net Loss

During the year ended December 31, 2014 we incurred net losses of $272,105 compared to losses of $460,221 dueing the year ended December 3, 2013, due to the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

		At December 31, 2014			At December 31, 2013		Percentage Increase / (Decrease)
Current Assets	$	551		$	4,670		(88.2%	)
Current Liabilities		(137,505	)		(47,631	)	188.7%
Working Capital Deficit	$	(136,954	)	$	(42,961	)	218.8%

Cash Flows

		Year ended December 31, 2014			Year ended December 31, 2013

Cash Flows (Used In) Operating Activities	$	(31,813	)	$	(204,420	)
Cash Flows (Used In) Investing Activities		-			(92,285	)
Cash Flows Provided By Financing Activities		27,694			285,000
Net (Decrease) In Cash During Year	$	(4,119	)	$	(11,705	)

Cash Flows (Used In) Operating Activities

Druing the years eneded December 31, 2014 and 2013 we used cash of $31,813 and $90,371, respectively in continuing operations.

During the year ended December 31, 2014, we incurred operating losses of $272,105 which were reduced for cash flow purposes by net non cash stock compensation expense of $120,649, loss on discountinued CCAT distriburship operations of $56,250, and depreciation of $1,213 and by an increase in accounts payable and accrued expesnes of $62,180.

By comparison during the year ended December 31, 2013, we incurred operating losses of $460,221 which were reduced for cash flow purposes by net non cash stock compensation expsense of $37,500, loss on discountinued SAAS and CCAT distriburship operations of $294,773 and by an increase in accounts payable and accrued expenses of $37,631. We further used cash of $114,103 in our discontinued SAAS abd CCAT distriburship operations.

Cash Flows (Used In) Investing Activities

We neither used nor generated cash flow from invetsing activities related to continuing operatiions during the years ended Decemebr 31, 2014 or 2013.

During the year ended December 31, 2013 we used $92,285 in investing activities relating to the discontinued SAAS and CCAT distriburship operations.

Cash Flows Provided By Financing Activities

Druing the years ending December 31, 2014 and 2013, net cash provided by financing activities totaled $27,694 and $285,000 respectively. In the year ended December 31, 2014 we received all $27,694 by way of loan form related party. By comparison during the year ended December 31, 2013, we received $150,000 form the sale of shares of commons stock, $10,00 by way of loan from related party and $125,000 by way of financing related to the discontinued SAAS and CCAT distriburship operations.

Our plan of operation calls for us to spend significantly more than our current capital resources or the amount of financing that we have been able to obtain to date. Any substantial financing that we are able to obtain is expected to be in the form of equity financing.

Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount 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. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are also disclosed in the notes to our audited consolidated financial statements for the period ended December 31, 2013 included in this Annual Report on Form 10-K. The following is a review of the more critical accounting policies used by us:

Going concern

As of December 31, 2014, we had current assets of $551, comprising of cash, and current liabilities of $137,505, resulting in a working capital deficit of $136,954. We had neither the funds nor an established profitable business to finance payment of our liabilities in the normal course of business or our ongoing business plan. Our business plan requires that we raise additional capital to fund our operations throughout 2015 and there can be no assurance that we will be able to raise any or all of the capital required. We have generated no revenue from our operations and have incurred a net loss of $272,105 and net cash used in operating activities of $31,813 during the year ended December 31, 2014. We will have to obtain additional funding from the sale of our securities, the sale of debt instruments or from strategic transactions in order to fund our current level of operations and there can be no assurance that we will be able to raise any or all of the capital required. If the Company is unable to generate sufficient cash flow from operations and, or, continue to obtain financing to meet its working capital requirements, it may have to curtail its business sharply or cease business altogether.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the ability of the Company to continue as a going concern on a longer-term basis will be dependent upon the ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, the ability to successfully raise additional financing, and the ability to ultimately attain profitability.

Development stage company

In June 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, “Development Stage Entities (Topic 915)”. Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the accompanying financial statements.

Cash

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Fair value estimates

Pursuant to the Accounting Standards Codification (“ASC”) No. 820, “Disclosures About Fair Value of Financial Instruments”, the Company records its financial assets and liabilities at fair value. ASC No. 820 provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. ASC No. 820 establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 -

Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 -

Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life.

Level 3 -

Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The fair value of a financial instrument is the amount for which the instrument could be exchanged in a current transaction between willing parties. Cash, accounts payable and loan payable- related party approximate fair value because of the short maturity of these instruments. The Company currently has no other financial assets or liabilities that are measured at fair value.

The Company’s non-financial assets, which consist of Patent Technology (see Note 5), are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required and the Company is required to evaluate the non-financial asset for impairment, a resulting asset impairment would require that the non-financial asset be recorded at the fair value.

Stock-based compensation

Stock based compensation expense is recorded for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.

Net loss per common share

Net loss per common share is computed pursuant to ASC No. 260 “Earnings Per Share”. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Our Basic and Diluted Loss per share were identical in both the twelve months ended December 31, 2013 and 2013 as we incurred losses in both years and the inclusion of any potentially dilutive shares would have had an anti-dilutive effect on our loss per share calculation

Recently issued accounting pronouncements

We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations.

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 is material to stockholders.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

1.	Report of Independent Registered Public Accounting Firm;
2.	Consolidated Balance Sheets as of December 31, 2014 and 2013;
3.	Consolidated Statements of Operations for the years ended December 31, 2014 and 2013.
4.	Consolidated Statement of Changes Stockholders’ Equity (Deficit) for the years ended December 31, 2014 and 2013.;
5.	Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013
6.	Notes to Consolidated Financial Statements.

Board of Directors
Nouveau Ventures Inc.
(formerly SaaSMAX, Inc.)
La Crescenta, CA, 91214

We have audited the accompanying balance sheets of Nouveau Ventures Inc. (formerly SaaSMAX, Inc) as of December 31, 2014 and 2013, and the related statement of operations, changes in stockholders' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nouveau Ventures Inc. (formerly SaaSMAX, Inc) as of December 31, 2014 and 2013, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements the Company has suffered losses and negative cash flow from operations which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Cutler & Co., LLC
Wheat Ridge, formerly Arvada, Colorado
July 30, 2015

9605 West 49^th Ave. Suite 200 Wheat Ridge, Colorado 80033 ~ Phone 303-968-3281 ~ Fax 303-456-7488 ~ www.cutlercpas.com

NOUVEAU VENTURES, INC.
(Formerly SaaSMAX, INC.)
CONSOLIDATED BALANCE SHEETS

		December 31, 2014			December 31, 2013

ASSETS

Current assets:
Cash	$	551		$	4,670
Total current assets		551			4,670

Distributor agreement, net		-			56,250
Patent technology		58,787			-

Total assets	$	59,338		$	60,920

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable and accrued expenses	$	99,810		$	37,631
Loan payable - related party		37,695			10,000
Total current liabilities		137,505			47,631

Total liabilities		137,505			47,631

Commitments and contingencies

Stockholders' equity (deficit)
Preferred stock, $0.001 par value; 20,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, $0.001 par value; 1,200,000,000 shares authorized; 50,018,888 and 58,818,888 shares issued and outstanding as of December 31, 2014 and 2013, respectively		50,019			58,819
Additional paid-in capital		1,264,335			1,074,886
Accumulated deficit		(1,392,521	)		(1,120,416	)
Total stockholders' equity (deficit)		(78,167	)		13,289

Total liabilities and stockholders' equity (deficit)	$	59,338		$	60,920

The accompanying footnotes are an intregral part of these consolidated financial statements

NOUVEAU VENTURES, INC.
(formerly SaaSMAX, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS

		Year ended December 31,
		2014			2013

Revenues	$	-		$	-

Operating expenses
Professional fees		78,917			103,771
General and administrative		16,289			24,177
Stock based compensation		120,649			37,500
Total operating expenses		215,855			165,448

Net loss from continuing operations		(215,855	)		(165,448	)

Discontinued operations:
Loss from discontinued software as services operations (including $0 from gain on disposal)		-			(273,510	)
Loss from discontinued CCAT distributorship operations (including $0 from gain on disposal)		(56,250	)		(21,263	)
Total discontinued operations		(56,250	)		(294,773	)

Net loss	$	(272,105	)	$	(460,221	)

Net loss per share - Basic and fully diluted
From continuing operations		(0.01	)	$	(0.00	)
From discontinued operations		(0.01	)		(0.01	)
Net loss per share - basic and fully diluted		(0.01	)	$	(0.01	)

Weighted average number of common
shares outstanding - basic and fully diluted		51,492,861			51,818,888

The accompanying footnotes are an intregral part of these consolidated financial statements

NOUVEAU VENTURES INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the Years Ended December 31, 204 and 2013

																Accumulated
																Deficit
							Additional			Deferred						During
	Common Stock						Paid-In			Comp.			Founders'			Development
	Shares (1)			Amount (1)			Capital (1)			Expense			Receivable			Stage			Total

Balance, December 31, 2012	53,156,448		$	53,156		$	652,365		$	(8,491	)	$	(36,000	)	$	(660,195	)	$	835

Debt discount related to beneficial conversion feature	-			-			27,739			-			-			-			27,739
Earned compensation expense - vested options	-			-			-			5,660			-			-			5,660
Cancellation of common stock for sale of subsidiary - July 2013	(25,880,448	)		(25,880	)		(1,052,472	)		-			-			-			(1,078,352	)
Capital contribution related to sale of Subsidiary to related party	-			-			1,086,797			-			-			-			1,086,797
Sale of Subsidiary equity accounts to related party - July 2013	-			-			(33,000	)		2,831			36,000			-			5,831
Issuance of common stock for Distributor Agreement - July 2013	300,000			300			12,200			-			-			-			12,500
Issuance of common stock for conversion of debt - July 2013	9,642,888			9,643			215,357			-			-			-			225,000
Issuance of common stock for management agreement - July 2013	18,000,000			18,000			732,000			-			-			-			750,000
Deferred compensation	-			-			(750,000	)		-			-			-			(750,000	)
Proceeds from issuance of common stock for cash -August 2013	2,400,000			2,400			97,600			-			-			-			100,000
Issuance of common stock for Payment of Promissory Note -August 2013	1,200,000			1,200			48,800			-			-			-			50,000
Stock based compensation	-			-			37,500			-			-			-			37,500
Net loss																(460,221	)		(460,221	)
Balance, December 31, 2013	58,818,888			58,819			1,074,886			-			-			(1,120,416	)		13,289

Cancellation of earn-out shares	(9,000,000	)		(9,000	)		9,000			-			-			-			-
Stock based compensation	-			-			139,399			-			-			-			139,399
Issuance of stock for Technology Acquisition Agreement	200,000			200			59,800			-			-			-			60,000
Gain on cancellation of earn-out shares	-			-			(18,750	)		-			-			-			(18,750	)
Net loss	-			-			-			-			-			(272,105	)		(272,105	)
Balance, December 31,2014	50,018,888		$	50,019		$	1,264,335		$	-		$	-		$	(1,392,521	)	$	(78,167	)

(1) As retrospectively restated for the 1:12 forward split completed effective April 16, 2014.

The accompanying footnotes are an intregral part of these consolidated financial statements

NOUVEAU VENTURES, INC.
(formerly SaaSMAX, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS

		Year ended December 31,
		2014			2013

Cash flows from operating activities
Net loss	$	(272,105	)	$	(460,221	)
Loss from discontinued software as services operations		-			273,510
Loss from discontinued CCAT distributorship operations		56,250			21,263
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		139,399			37,500
Gain on cancellation of earn-out shares		(18,750	)		-
Depreciation and amortization		1,213
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		62,180			37,631
Net cash used in operating activities - continuing operations		(31,813	)		(90,317	)
Net cash used in operating activities - discontinued operations		-			(114,103	)
Net cash used in operating activities		(31,813	)		(204,420	)

Cash flows from investing activities
Purchase of distribution agreement		-			-
Net cash used in investing activities - continuing operations		-			-
Net cash used in investing activities - discontinued operations		-			(92,285	)
Net cash used in investing activities		-			(92,285	)

Cash flows from financing activities
Proceeds from loan payable - related party		27,694			10,000
Proceeds from sale of common stock		-			150,000
Net cash provided by financing activities - continuing operations		-			160,000
Net cash provided by financing activities - discontinued operations		-			125,000
Net cash provided by financing activities		27,694			285,000

Net increase (decrease) in cash		(4,119	)		(11,705	)

Cash, beginning of period		4,670			16,375

Cash, end of period	$	551		$	4,670

Supplemental disclosure of cash flow information
Interest paid	$	-		$	-
Income taxes apid	$	-		$	-

Supplemental disclosure of noncash investing and financing activities:
Net liabilities on transfer of Sunsidiary	$	-		$	8,445
Issue stock for Distribution Agreement Agree	$	-		$	12,500
Issue stock for Technology Acquisition Agreement	$	60,000		$	-
Issue asset for stock	$	-		$	-
Cancellation of shares of common stock	$	9,000		$	1,078,352
Issuance of stock for conversion of debt	$	-		$	127,739

The accompanying footnotes are an intregral part of these consolidated financial statements

NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nouveau Ventures Inc. (“Nouveau”, the “Company”, “we”, “us” or “our”) was incorporated on January 19, 2011 (“Inception”) in the State of Nevada under the name SaaSMAX, Inc (“SaaSMAX”).

Effective September 8, 2014, SaaSMAX changed its name to Nouveau Ventures Inc.

From Inception through the end of June 2013, the Company developed and launched an online global business-to-business marketplace for software-as-a-service (“SAAS”) providers, resellers and users. On July 1, 2013, the Company transferred all of its assets and business operations to SaaSMAX Corp. (“Corp”), the Company’s then wholly-owned subsidiary, in exchange for Corp assuming all of the Company’s indebtedness at that date, other than Convertible Notes totaling $225,000. On July 10, 2013, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Dina Moskowitz, the Company’s sole Executive Officer and Director whereby Ms. Moskowitz cancelled 25,880,448 of her common shares of the Company, in consideration for her acquisition of all of the issued and outstanding common shares of Corp. See further discussion in Note 2 – Discontinued Operations.

Effective July, 9, 2013, we decided to shift our business operations to the marketing, selling and distribution of a propane diesel dual fuel retrofit system (“DFRS Products”) owned by California Clean Air Technologies, LLC, a Nevada limited liability company (“CCAT”).

In August, 2014, we acquired a patented technology for optimizing airflow to internal combustion engines to create more power (the “Quantumcharger Technology”) and inventions utilizing the Quantumcharger Technology that are the subject of United States Patent No. US 7,849,840 (the “Patent”).

Subsequent to the fiscal year ended December 31, 2014, the Company elected not to proceed with the distribution of DFRS products and elected to allow their exclusive distributor agreement with CCAT to remain in default for lack of payment of royalties. We provided in full against the cost of our CCAT distributor agreement as of December 31, 2014 as further described in in Note 2 – Discontinued Operations.

Consequently, the Company has now shifted its focus to its developing its Quantumcharger Technology.

Going concern

As of December 31, 2014, we had current assets of $551, comprising of cash, and current liabilities of $137,505, resulting in a working capital deficit of $136,954. We had neither the funds nor an established profitable business to finance payment of our liabilities in the normal course of business or of our ongoing business plan. No assurance can be given that the Quantumcharger Technology acquired (see Note 5) will be successful and result in profits for the Company. Our business plan requires that we raise additional capital to fund our operations throughout 2015 and there can be no assurance that we will be able to raise any or all of the capital required. We have generated no revenue from our operations either from our Quantumcharger Technology or as a distributor of DRFS Products and have incurred a net loss of $272,105 and net cash used in continuing operating activities of $31,813 during the year ended December 31, 2014. We will have to obtain additional funding from the sale of our securities, the sale of debt instruments or from strategic transactions in order to fund our current level of operations and there can be no assurance that we will be able to raise any or all of the capital required. If the Company is unable to generate sufficient cash flow from operations and, or, continue to obtain financing to meet its working capital requirements, it may have to curtail its business sharply or cease business altogether.

NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013

Basis of presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is December 31.

Development Stage Company

Use of estimates

The preparation of financial statements in conformity with 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.

Cash

Intangible Assets

Purchased intangible assets are recorded at cost, where cost is the amount of cash or cash equivalents paid or the fair value of other consideration given to acquire an asset at the time of its acquisition. The cost of such an intangible asset is measured at fair value unless the exchange transaction lacks commercial substance or the fair value of neither the asset received nor the asset given up is reliably measurable. If the fair value of either the asset received or the asset given up can be measured reliably, then the fair value of the asset given up is used to measure cost unless the fair value of the asset received is more clearly evident.

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets which have indefinite lives are not amortized, and are stated at cost less accumulated impairment losses.

NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013

Financial Instruments

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life.

Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The fair value of a financial instrument is the amount for which the instrument could be exchanged in a current transaction between willing parties. Cash, accounts payable, accrued expenses and loan payable related party approximate fair value because of the short maturity of these instruments. The Company currently has no other financial assets or liabilities that are measured at fair value.

The Company’s non-financial assets, which consist of an Exclusive Distributor Agreement (see Note 4) and Patent Technology (see Note 5), are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required and the Company is required to evaluate the non-financial asset for impairment, a resulting asset impairment would require that the non-financial asset be recorded at the fair value.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740 "Income Taxes". Under FASB ASC 740, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. FASB ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under FASB ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. As of December 31, 2014 and 2013, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Revenue recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer; (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Deferred revenues shall be recorded when cash has been collected, however the related service has not yet been provided.

NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013

Net loss per common share

Net loss per common share is computed pursuant to ASC No. 260 “Earnings Per Share”. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

No potentially dilutive debt or equity instruments were issued or outstanding during the twelve months ended December 31, 2014 or 2013.

Recently issued accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.

NOTE 2 – DISCONTINUED OPERATIONS

A) CCAT Exclusive Distributorship

Subsequent to the fiscal year ended December 31, 2014, the Company elected not to proceed with the Exclusive Distributor Agreement (see Note 4) and to allow their exclusive distributor agreement with CCAT to remain in default for lack of payment of royalties. Accordingly, we provided in full against the remaining cost of our CCAT distributor agreement as of December 31, 2014 and consequently during the year ended December 31, 2014, the Company recorded a loss on the discontinuance of the CCAT distribution business of $56,250 (2013- $6,250).

		December 31, 2014		December 31, 2013

Amortization	$	12,430	$	6,250
Marketing expenses		-		15,013
Write off carrying value of the distribution agreement		43,820		-
Discontinued operations loss	$	56,250	$	21,263

B) Software as a Service Business

As a result of the Share Exchange Agreement entered into on July 10, 2013, with Ms. Moskowitz, all assets and liabilities, other than Convertible Notes totaling $225,000, of Corp were sold to Ms. Moskowitz. The operations relating to that business prior to July 1, 2013 are reported as discontinued operations in the accompanying consolidated statements of operations.

NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013

The components of the discontinued operations are as follows:

		December 31, 2013
Revenues	$	6,628
Cost of services		4,825
Gross profit	$	1,083
Operating expenses
Salaries and professional fees		84,409
Technology and development		19,285
General and administrative		44,983
Total operating expenses	$	148,677
Loss from operations		(46,874	)
Other expense
Interest expense		102,636
Legal settlement		24,000
Total other expense		126,636
Net loss	$	(273,510	)

NOTE 3 – RELATED PARTY TRANSACTIONS

As of December 31, 2014, a shareholder of the Company has loaned us $37,695 (2013 - $10,000) for working capital needs. The loans accrue interest at 10% per annum, compound annually and are due on demand.

On July 22, 2013, the Company entered into consulting agreements with Mr. Rainer, to act as Director, Chief Financial Officer, Secretary and Treasurer of the Company and Mr. Moll, to act as Director, Chief Executive Officer and President of the Company (the “Consultant(s)”). The consulting agreements were to continue until July 21, 2023, subject to earlier termination as provided in the consulting agreements. During the term of the consulting agreements, and subject to the Company completing equity financing totaling not less than $1,000,000, the Company shall pay each of the Consultants a base consulting fee of $5,000 per month in consideration of their services.

Effective February 4, 2014, Harold C. Moll resigned as our Chief Executive Officer, President and as a Director. The resignation of Mr. Moll was not due to or caused by any disagreement with us, related to our operations, policies, practices or otherwise. Rob Rainer, our Chief Financial Officer, Secretary and Treasurer and a Director, was appointed our Chief Executive Officer and President to fill the vacancies resulting from Mr. Moll’s resignation.

In connection with Mr. Moll’s resignation, Mr. Moll agreed to terminate his Management Consulting Agreement dated July 22, 2013 and surrender to us for cancellation the 9,000,000 Earn-Out Shares issued to him under his management consulting agreement. In addition, Mr. Moll agreed to transfer 7,262,304 shares of our common stock held by him to Rob Rainer.

See also Note 6 Stockholders’ Equity (Deficit) regarding Earn-Out Shares granted to the Consultants.

NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013

NOTE 3 – RELATED PARTY TRANSACTIONS CONTINUED

On closing of the Patent Technology agreement (Note 5) effective August 23, 2014, under the terms of the Patent Technology agreement, Mr. David St James became a director of the Company, the Company agreed to issue Mr. St James 200,000 shares of the Company’s common stock at a fair market value of $60,000 and to expend $100,000 per year to develop the technology. In addition, Mr. St James retained a royalty of 5% of gross revenues from exploitation of the technology subject to a minimum royalty payment of $1,500 per calendar month. As of December 31, 2014, the Company had paid Mr. St James royalties of $4,500 and a further $3,000 had been accrued to be paid to Mr. St. James in respect of the minimum royalty payment due for the period ended December 31, 2014. This amount is included in accounts payable and was paid in full subsequent to December 31, 2014 but prior to the issuance of these financial statements.

NOTE 4 – EXCLUSIVE DISTRIBUTOR AGREEMENT

The Company entered into an agreement dated July 9, 2013 (the “Exclusive Distributor Agreement”) with California Clean Air Technologies, LLC, a Nevada limited liability company (“CCAT”) whereby the Company obtained the exclusive distribution rights in Canada (non-exclusive for British Columbia, Alberta and Saskatchewan) to market, sell and distribute a propane diesel duel fuel retrofit system (“DFRS Products”) owned by CCAT.

CCAT is a Southern California-based developer, marketer and distributor of diesel engine retrofit products, including a patent-pending Propane Diesel Dual-Fuel Retrofit System^TM (“DFRS”). DFRS is a retrofit system that demonstrates high (approximately 50%) substitution rates of propane fuel for diesel fuel without loss of power or torque, while exhibiting very low emissions of pollutants, such as hydrocarbons (HC), nitrogen oxides (NOx), carbon monoxide (CO), and particulate matter (PM or soot).

The Exclusive Distributor Agreement is for a term of five (5) years unless sooner terminated in accordance with the provisions of the Exclusive Distributor Agreement. The Company has the right to extend the Agreement for an additional five (5) year term, if it is in compliance with the Minimum Royalty requirements described below.

Under the terms of the Exclusive Distributor Agreement, as consideration for the exclusive distribution rights, the Company (i) issued 300,000 shares of its common stock to CCAT, and (ii) issued a promissory note in the principal amount of $50,000 payable without interest on July 30, 2013. The promissory note was paid in full as of December 31, 2013. As additional consideration for the Exclusive Distributor Agreement, the Company agreed to pay to CCAT a royalty of $750 per sale of DFRS Products. CCAT was to have the exclusive rights to install the DFRS Products at a fixed price between $2,500 and $5,000, depending on the size of the engine. CCAT could, on 30 days written notice, terminate the Exclusive Distributor Agreement if the Company failed to achieve sufficient sales to generate Minimum Royalties of $22,500 (Year 1), $37,500 (Year 2), $60,000 (Year 3), $82,500 (Year 4), and $105,000 (Year 5).

The Exclusive Distributor Agreement was valued by the Company at $62,500 and was being amortized over the 5 year term. Amortization expense totaling $12,430 (2013 -$6,250) is included in the accompanying statements of operations for the year ended December 31, 2014.

Subsequent to December 31, 2014, the Company decided its primary focus would be the development of the Patent Technology acquired in the current year (see Note 5) and the Company decided to allow their exclusive distributor agreement with CCAT to remain in default for lack of payment of royalties. Accordingly, we provided in full against the remaining $43,820 carrying cost of our CCAT distributor agreement as of December 31, 2014 and consequently during the year ended December 31, 2014 the Company recorded a loss on the discontinuance of the CCAT distribution business of $56,250 (2013- $6,250).

NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013

NOTE 5 – PATENT TECHNOLOGY

On August 19, 2014, we entered into a Technology Acquisition Agreement (the “Technology Acquisition Agreement”) with David St. James (the “Inventor”). Closing of the Technology Acquisition Agreement occurred on August 23, 2014 (“Closing”). Under the terms of the Technology Acquisition Agreement, the Inventor assigned his right, title and interest in a patented technology for optimizing airflow to internal combustion engines to create more power (the “Technology”) and inventions utilizing the Technology that are the subject of United States Patent No. US 7,849,840 (the “Patent”) in consideration of the following:

1. Issuance to the Inventor of 200,000 shares of our common stock (the “Shares”) valued at $0.30 per share, representing the most recent price for which our common stock had sold in the market place. The Shares have been issued and are held in the custody of our legal counsel and are being released to the Inventor on the following schedule:

(a)	50,000 Shares released on Closing ;

(b)	50,000 Shares released four (4) months after Closing;

(c)	50,000 Shares released eight (8) months after Closing; and

(d)	50,000 Shares released twelve (12) months after Closing.

Notwithstanding that the certain of the Shares were held in custody and were not released to the Inventor, all voting and dividend rights in respect of the Shares accrue to the Inventor and he is entitled to exercise such rights and receive such benefits in respect of the Shares.

The 50,000 Shares due to Mr. St James at Closing were released to him on August 23, 2014, the 50,000 Shares due to Mr. St James four months after Closing were released to him on December 23, 2014 and the 50,000 Shares due to Mr. St James eight months after Closing were released to him on April 23, 2015.

In the year ended December 31, 2014 the Company incurred an amortization expense of $1,213 in respect of the cost of the Technology Acquisition Agreement.

2. The Inventor also retained a royalty of 5% of gross revenues from the exploitation of the Technology, subject to minimum royalty payments of $1,500 per calendar month.

As of December 31, 2014, the Company had paid Mr. St James royalties of $4,500 and a further $3,000 had been accrued to be paid to Mr. St. James in respect of the minimum royalty payment due for the period ended December 31, 2014. This amount is included in accounts payable and was paid in full subsequent to December 31, 2014 but prior to the issuance of these financial statements.

3. As further consideration for the sale, assignment and transfer of the Technology, we agreed to make expenditures of $100,000 to develop and commercialize the Technology within twelve (12) months from Closing.

As of December 31, 2014, and as of the date of the issuance of these financial statements, the Company has not had the necessary funding to make the required $100,000 expenditure to develop and commercialize the Technology and there can be no assurance that the Company will be able to raise the necessary funding to do so.

We have the right to sub-license our interest in the Technology, subject to the Inventor being paid 30% of all revenues obtained through sub-licensing.

NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013

In the event the Company is unable to fulfill its obligations under items (2) or (3) above, and such default not being cured within 15 days written notice, the Technology Acquisition Agreement may be terminated and Nouveau shall re-assign the Patent and transfer the intellectual property to the Inventor. Any Shares not released, or scheduled to be released in the next 30 days from the date of termination shall be returned to the Company for cancellation and the Inventor shall have no further rights in respect of such Shares. In the event of termination, the value of the Patent, net of accumulated amortization will be written down to $0.

NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT)

Effective April 16, 2014 the Company completed a 12:1 forward stock split and all numbers for shares of common stock disclosed in these financial statements have been retrospectively restated for this forward stock split.

Cancellation of earn out shares

Effective February 4, 2014, Harold C. Moll resigned as our Chief Executive Officer, President and as a Director. In connection with Mr. Moll’s resignation, Mr. Moll agreed to terminate his Management Consulting Agreement dated July 22, 2013 and surrender to us for cancellation the 9,000,000 Earn-Out Shares issued to him under his management consulting agreement.

Stock based compensation

On July 22, 2013, we issued a total of 18,000,000 shares of our common stock (the “Earn-Out Shares”) to both Mr. Moll and Mr. Rainer under the terms of their consulting agreements. The Earn-Out Shares are held in the custody of the Company and will be released on the basis of 10% of the original number of Earn-Out Shares on each anniversary of the consulting agreements. The Earn-Out Shares are not beneficially owned by Mr. Moll or Mr. Rainer until they are released to them on the respective anniversary dates. The Earn-Out Shares may not be sold, transferred or pledged, and are subject to forfeiture under the termination provisions of the management consulting agreements. The Earn-Out Shares were valued at $750,000 based on the grant date fair value and are included in additional paid in capital as deferred compensation.

During the year ended December 31, 2014 and 2013, we recognized $139,399 and $37,500 of stock based compensation related to the earn-out shares in the accompanying audited statements of operations.

Gain on cancellation of earn out shares

As a result of Mr. Moll’s resignation and the cancellation of his earn out shares, we recognized a gain in the amount of $18,750 which is included in other income in the accompanying condensed consolidated statements of operations for the year ended December 31, 2014.

Issuance of stock for the Technology Acquisition Agreement

Effective August 23, 2014, we issued 200,000 shares of our common stock, valued at $0.30 per share representing the most recent price for which our common stock had sold in the market place, to Mr. St James as partial consideration for the Technology Acquisition Agreement as described in Note 5 above.

NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013

Settlement of promissory note

During August 2013, the Company granted 1,200,000 shares of common stock, valued at $50,000, as payment in full of the $50,000 promissory note issued for the Exclusive Distributor Agreement.

Proceeds from issuance of shares of common stock

During August 2013, the Company received proceeds totaling $100,000 from the sale of 2,400,000 shares of our common stock.

Settlement of convertible debt

On July 18, 2013, we issued an aggregate of 9,642,888 shares of our common stock as payment for $225,000 of Convertible Notes.

Issuance of stock for distributor agreement

On July 9, 2013, we issued 300,000 shares of our common stock, valued at $12,500, to CCAT as part consideration of the exclusive distribution rights granted by CCAT to the Company. The shares were issued pursuant to Rule 506 of Regulation D of the Securities Act and CCAT has represented that it is an “accredited investor” as defined in Regulation D of the Securities Act.

Cancellation of stock for sale of subsidiary

On July 8, 2013, as consideration for the acquisition of all of the issued and outstanding common shares of Corp, Ms. Moskowitz cancelled 25,880,448 of her common shares of the Company. The shares were valued at $0.042 per share or $1,078,352 based on the most recent sale of our common stock to accredited investors.

NOTE 7 –STOCK INCENTIVE PLAN

In accordance with the Company’s 2011 Stock Incentive Plan, (the “Plan”), we are authorized to grant up to 12,000,000 shares of common stock, stock options intended to qualify as Incentive Stock Options, “ISO”, under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified options and stock appreciation rights to our employees, officers, directors and consultants. As a result of the Share Exchange Agreement, on May 17, 2013 we notified all of our option holders, holding a total of 5,301,660 stock options, that their options were being cancelled as they relate to discontinued operations. Consequently no shares were issued or outstanding under this stock incentive plan as at December 31, 2014 or 2013.

NOUVEAU VENTURES INC.
(formerly SaasMAX Inc.)
Notes to Audited Financial Statements
For the Years Ended December 31, 2014 and 2013

NOTE 8 – SUBSEQUENT EVENTS

Consequently, the Company has now shifted its focus to its developing its Quantumcharger Technology.

Effective April 23, 2015, we released the 50,000 Shares due to Mr. St James under the terms of the Technology Acquisition Agreement eight months after Closing.

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined that, other than as disclosed above, there are no items to be disclosed.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2014 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2014 fairly present our financial condition, results of operations and cash flows in all material respects.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:

Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.

Insufficient Written Policies & Procedures: We have insufficient written policies and procedures for accounting and financial reporting.

Inadequate Financial Statement Closing Process: We have an inadequate financial statement closing process.

Lack of Audit Committee & Outside Directors on the Company’s Board of Directors: We do not have a functioning audit committee and outside directors on the Company’s Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) prepare and implement sufficient written policies and checklists for financial reporting and closing processes and (4) may consider appointing outside directors and audit committee members in the future.

Management, including our Chief Executive Officer and Chief Financial Officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this Annual Report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2014 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that the our controls and procedures will prevent all potential error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the name and positions of our executive officers and directors.

Name	Age	Positions
Rob Rainer	65	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
David St. James	41	Vice Presient and Director

Rob Rainer, 65, was appointed as our Chief Financial Officer, Secretary, Treasurer and as a director on July 23, 2013. Mr. Rainer was appointed as our Chief Executive Officer and President on February 4, 2014. Mr. Rainer is a self-employed businessman who has run his own accounting/tax and computer system maintenance company for the last 35 years. He is an Enrolled Agent as well as a Microsoft Certified Professional. Prior to that, Mr. Rainer was second-in-command in running the finances of a large U.S. non-profit and charitable organization. Mr. Rainer does not hold, and has not previously held, any directorships in any other reporting companies.

David St. James, 41, joined the Company as a Director on August 23, 2014. Mr. St. James is an inventor and businessman based in Las Vegas, Nevada. He has been involved in various aspects of the automotive industry, including product development, service and repair. Mr. St. James is currently a director, Secretary and Treasurer of Homeland Resources Ltd. Mr. St. James was the president and a director of XLR Medical Corp., a public company then engaged in medical imaging, from January 2009 to January 2012.

Terms of Office

Our directors are appointed for one year terms to hold office until the next annual general meeting of the holders of the our common stock, as provided by Article 330 of Chapter 78 “Private Corporations” of the Nevada Revised Statutes, or until removed from office in accordance with our by-laws. Our officers are appointed by our board of directors and hold office until removed by our board.

We do not pay to our directors any compensation for each director serving as a director on our board of directors. We anticipate that compensation may be paid to officers in the event that we determine to proceed with additional exploration programs beyond the fourth phase of our exploration program.

Significant Employees

We have no significant employees other than our officers and directors. We conduct our business through agreements with consultants and arms-length third parties.

Committees of the Board Of Directors

Our audit committee presently consists of our directors. We do not have a compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees. Our directors performs the functions of a nominating committee and oversees the process by which individuals may be nominated to our board of directors. The current size of our board of directors does not facilitate the establishment of a separate committee. We hope to establish a separate nominating committee consisting of independent directors, if the number of our directors is expanded.

Audit Committee Financial Expert

We have no audit committee financial expert serving on our audit committee. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our stage of development, we believe the services of a financial expert are not warranted.

Code Of Ethics

Due to the fact that we have only two executive officers, we not adopted a formal code of ethics. We plan to adopt a code of ethics in the future once we have expanded our board and executive team.

Compliance with Section 16(a) of the Securities Exchange Act

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based on our review of the copies of such forms received by us, no other reports were required for those persons, and we believe that during the year ended December 31, 2014, all Reporting Persons complied with all Section 16(a) filing requirements applicable to them.

ITEM 11. EXECUTIVE COMPENSATION.

COMPENSATION TO EXECUTIVE OFFICERS

The following table sets forth the total compensation paid or accrued to our named executive officers, as that term is defined in Item 402(m)(2) of Regulation S-K during our last two completed fiscal years.

SUMMARY COMPENSATION TABLE
Name & Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen-sation ($)			Nonqualified Deferred Compen-sation Earnings ($)	All Other Compen-sation ($)	Total ($)
Rob Rainer, CEO, President, CFO Secretary, Treasurer Director	2014 2013	$0 $0	$0 $5,000	$0 $0	$0 $0	$0 $0			$0 $0	$139,399 $18,750	$139,399 $23,750
David St. James Vice President and Director	2014 2013	$0 n/a	$0 n/a	$0 n/a	$0 n/a		$0 n/a	$0 n/a		$0 n/a	$0 n/a
Harold C. Moll⁽¹⁾ Former CFO, Secretary Treasurer, Director	2014 2013	$0 $0	$0 $5,000	$0 $0	$0 $0		$0 $0	$0 $0		$(18,750) $18,750	$(18,750) $23,750
Dina Moskowitz⁽²⁾ Chief Executive Officer and Director	2014 2013	$0 $0	$0 $0	$0 $0	$0 $0		$0 $0	$0 $0		$0 $0	$0 $0

Notes:

(1)

Harold C. Moll resigned as a drirector and from all executive officer positions on February 4, 2014.

(2)

Dina Moskowitz resigned as a director and from all executive officer positions on July 23, 2013.

Outstanding Equity Awards at Fiscal Year End

As at December 31, 2014, we had no outstanding equity awards.

Employment Contracts

Other than as described below, we are not party to any employment contracts.

On July 22, 2013, we entered into a management consulting agreement (the “Management Consulting Agreements”) dated July 22, 2013, with Rob Rainer. Under the terms of the Management Consulting Agreement with Rob Rainer and subject to the completing equity financing totaling not less than $1,000,000, Mr. Rainer agreed to act as our Chief Financial Officer, Secretary, Treasurer and a Director in consideration of a base consulting fee of $5,000 per month which amount will be reviewed annually by the Board of Directors. In addition to the base consulting fee, we issued 750,000 shares of common stock to Mr. Rainer (the “Earn-Out Shares). The Earn-Out Shares will be held in our custody or our designee and released to Mr. Rainer on the basis of 10% of the original number of Earn-Out Shares on each anniversary of the Management Consultant Agreement. Notwithstanding that the shares are held in custody and are not released to Mr. Rainer, all voting and dividend rights in respect of the Earn-Out Shares shall accrue to Mr. Rainer and he shall be entitled to exercise such rights and receive such benefits in respect of the Earn-Out Shares. In the event of termination of the Management Consulting Agreement, any Earn-Out Shares not released, or scheduled to be released within six (6) months shall be returned for cancellation and Mr. Rainer shall have no further rights in respect of such shares. Our Board of Directors may also grant performance based bonuses annually and stock options under any stock option plan adopted by us.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLANS

On July 5, 2011 (the “Effective Date”), we adopted the 2011 Stock Incentive Plan, (the “Plan”), pursuant to which we are authorized to grant shares of common stock, stock options intended to qualify as Incentive Stock Options, “ISO”, under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified options and stock appreciation rights to our employees, officers, directors and consultants of up to 1,000,000 shares of common stock.

The following table sets forth certain information concerning all equity compensation plans previously approved by stockholders and all previous equity compensation plans not previously approved by stockholders, as of the most recently completed fiscal year.

	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity Compensation Plans Approved By Security Holders	Nil	N/A	N/A
Equity Compensation Plans Not Approved By Security Holders	Nil	N/A	1,000,000

2011 Stock Incentive Plan

On July 5, 2011, we established our 2011 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to to assist in attracting and retaining highly competent key employees, non-employee directors and consultants and to act as an incentive in motivating selected key employees, non-employee directors and consultants to achieve long-term corporate objectives.

The Plan is administered by our Board of Directors or by a committee of the Board (the “Committee”). The Committee shall have exclusive and final authority in each determination, interpretation or other action affecting the Plan and its participants. The Committee shall have the sole discretionary authority to interpret the Plan, to establish and modify administrative rules for the Plan, to impose such conditions and restrictions on Awards as it determines appropriate, and to take such steps in connection with the Plan and Awards granted hereunder as it may deem necessary or advisable.

Participants in the Plan shall be such key employees, non-employee directors and consultants, whether or not members of the Board, as the Committee, in its sole discretion, may designate from time to time. The Committee’s designation of a Participant in any year shall not require the Committee to designate such person to receive Awards in any other year. The designation of a Participant to receive an Award under one portion of the Plan does not require the Committee to include such Participant under other portions of the Plan. The Committee shall consider such factors as it deems pertinent in selecting participants and in determining the types and amounts of their respective Awards.

The total number of shares initially authorized to be issued under the Plan shall be one million (1,000,000) shares of Common Stock and are subject to adjustment pursuant to the terms of the Plan. The number of shares available for issuance under the Plan shall be subject to adjustment in accordance with the terms of the Plan. The shares to be offered under the Plan shall be authorized and unissued shares of Common Stock, or issued shares of Common Stock which will have been reacquired by us.

The exact terms of the option granted are contained in an option agreement between us and the person to whom such option is granted. The exercise price for stock options is determined by the Committee. An option holder may exercise options from time to time, subject to vesting. Options will vest immediately upon death or disability of a participant and upon certain change of control events.

The Board of Directors may amend the Plan at any time and in any manner, subject to the following: (1) no recipient of any award may, without his or her consent, be deprived thereof or of any of his or her rights thereunder or with respect thereto as a result of such amendment or termination; and (2) any outstanding incentive stock option that is modified, extended, renewed, or otherwise altered must be treated in accordance with Section 424(h) of the Code.

The Board of Directors shall have the right and the power to terminate the Plan at any time. No Award shall be granted under the Plan after the termination of the Plan, but the termination of the Plan shall not have any other effect and any Award outstanding at the time of the termination of the Plan may be exercised after termination of the Plan at any time prior to the expiration date of such Award to the same extent such Award would have been exercisable had the Plan not been terminated.

We have not yet filed a registration statement under the Securities Act to register the shares of our Common Stock reserved for issuance under the Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of July 29, 2015 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

Title of Class	Name and Address of Beneficial Owner	Number of Shares of Common Stock⁽¹⁾	Percentage of Common Stock⁽¹⁾
DIRECTORS AND OFFICERS
Common Stock	Rob Rainer CEO, CFO, President, Secretary, Treasurer & Director	25,482,000⁽²⁾ (direct)	50.95%
Common Stock	David St. James Vice President & Director	200,000 (direct)	0.4%
Common Stock	All Officers and Directors as a Group (1 person)	25,682,000 Shares⁽²⁾⁽³⁾	51.35%
5% SHAREHOLDERS
Common Stock	Rob Rainer CEO, CFO, President, Secretary, Treasurer & Director	25,482,000⁽²⁾ (direct)	50.95%

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 29, 2015. As of July 29, 2015, there were 50,018,888 shares of our common stock issued and outstanding.

(2)

Included in the 2,123,500 shares beneficially owned by Mr. Rainer are 750,000 Earn-Out Shares (see discussion regarding Mr. Rainer’s Earn-Out Shares in Item 11. above) held in our custody or our designee and released to Mr. Rainer on the basis of 10% of the original number of Earn-Out Shares on each anniversary of the Management Consultant Agreement. Notwithstanding that the shares are held in custody and are not released to Mr. Rainer, all voting and dividend rights in respect of the Earn-Out Shares shall accrue to Mr. Rainer and he shall be entitled to exercise such rights and receive such benefits in respect of the Earn-Out Shares.

CHANGES IN CONTROL

We are not aware of any arrangement which may result in a change in control in the future.

Except as disclosed below, none of the following parties has, during our last two fiscal years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

(a)	Any of our directors or officers;

(b)	Any person proposed as a nominee for election as a director;

(c)	Any person who beneficially owns, directly or indirectly, more than 5% of our outstanding common stock; or

(d)

Any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law of any person listed in (a) to (c), above, or any person (other than a tenant or employee) who shares the household of any person listed in (a) to (c), above.

On July 22, 2013, the we entered into consulting agreements with Mr. Rainer, to act as our Director, Chief Financial Officer, Secretary and Treasurer and Mr. Moll, to act as our Director, Chief Executive Officer and President (the “Consultant(s)”). The consulting agreements were to continue until July 21, 2023, subject to earlier termination as provided in the consulting agreements. During the term of the consulting agreements, and subject to oury completing equity financing totaling not less than $1,000,000 we agreed to pay each of the Consultant a base consulting fee of $5,000 per month in consideration of their services. In addition to the base consulting fee, the Board of Directors may grant to the Consultants annual bonuses based on performance. On August 20, 2013, the Board of Directors approved, and the Consultants were paid, partial annual bonuses of $5,000 each.

On July 22, 2013, we issued a total of 1,500,000 shares of our common stock (the “Earn-Out Shares”) to both Mr. Moll and Mr. Rainer under the terms of their consulting agreements. The Earn-Out Shares are held in the custody of the Company and will be released on the basis of 10% of the original number of Earn-Out Shares on each anniversary of the consulting agreements. The Earn-Out Shares may not be sold, transferred or pledged, and are subject to forfeiture under the termination provisions of the management consulting agreements. The Earn-Out Shares are revalued each reporting period based on the average stock price during the respective period and the related stock based compensation expense is recognized. During the year ended December 31, 2013, the Company recognized $37,500 of stock based compensation related to the Earn-Out Shares.

Effective February 4, 2014, Harold C. Moll resigned as our Chief Executive Officer, President and as a Director. Mr. Moll has agreed to terminate his Management Consulting Agreement and surrender for cancellation to us the 750,000 shares issued to him under his management consulting agreement (the “Share Cancellation”).

On August 19, 2014, we entered into a Technology Acquisition Agreement (the “Technology Acquisition Agreement”) with David St. James, our Vice President and Director. Under the terms of the Agrement we agreed to issue to Mr. St. James, 200,000 shares of our common stock at a deemed price of $0.30 per share, representing the most recent price for which our common stock sold in the market place. Mr. St. James also retained a royalty of 5% of gross revenues from the exploitation of the Quantumcharger Technology, subject to minimum royalty payments of $1,500 per calendar month.

DIRECTOR INDEPENDENCE

Our common stock is quoted on the OTC Bulletin Board interdealer quotation system, which does not have director independence requirements. Under NASDAQ Rule 5605(a)(2), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Our directors, Rob Rainer and David St. James, are also our executive officers. As a result, we do not have any independent directors.

As a result of our limited operating history and minimal resources, our management believes that it will have difficulty in attracting independent directors. In addition, we would likely be required to obtain directors and officers insurance coverage in order to attract and retain independent directors. Our management believes that the costs associated with maintaining such insurance is prohibitive at this time.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The aggregate fees billed for the two most recently completed fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal periods were as follows:

	Year Ended December 31, 2014	Year Ended December 31, 2013
Audit Fees	$12,000	$13,870
Audit-Related Fees	Nil	Nil
Tax Fees	Nil	Nil
All Other Fees	Nil	Nil
Total	$12,000	$13,870

Our audit committee annually reviews the qualifications of Cutler & Co., LLC, Certified Public Accountants, prior to engaging them as our auditors in accordance with Rule 2-01(c)(7)(i)(A) of Regulation S-X.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:

Exhibit Number		Description of Exhibit
2.1		Agreement and Plan of Merger dated August 20, 2014 between SaaSMax Inc. (as surviving company) and Nouveau Ventures Inc. (as merging entity).⁽⁹⁾
3.1		Articles of Incorporation.⁰
3.2		Bylaws.⁰
3.3		Bylaw No. 2A to Article III - Directors.⁽⁵⁾
3.4		Certificate of Change Pursuant to NRS 78.209.⁽⁷⁾
3.5		Certificate of Merger.⁽⁹⁾
3.6		Articles of Merger between the Company (as surviving company) and Nouveau Ventures Inc. (as merging entity), with surviving entity changing its name to "Nouveau Ventures Inc."⁽⁹⁾
4.1		Stock Incentive Plan.⁽²⁾
10.1		Stock Incentive Plan.⁽²⁾
10.2		Convertible Promissory Note for $25,000 dated July 1, 2012, amended January 23, 2013.⁽³⁾
10.3		Convertible Promissory Note for $25,000 dated August 15, 2012, amended January 23, 2013.⁽³⁾
10.4		Convertible Promissory Note for $25,000 dated September 26, 2012, amended January 23, 2013.⁽³⁾
10.5		Convertible Promissory Note for $25,000 dated October 26, 2012, amended January 23, 2013.⁽³⁾
10.6		Convertible Promissory Note for $25,000 dated December 6, 2012, amended January 23, 2013.⁽³⁾
10.7		Convertible Promissory Note for $25,000 dated January 9, 2013, amended January 23, 2013.⁽³⁾
10.8		Convertible Promissory Note for $25,000 dated February 23, 2013.⁽³⁾
10.9		Letter dated January 24, 2013 confirming maturity dates of amended convertible notes.⁽³⁾
10.10		Exclusive Distributor Agreement dated July 9, 2013 between the Company and California Clean Air Technologies, LLC.⁽⁴⁾
10.11		Promissory Note in favor of California Clean Air Technologies, LLC in the principal amount of $50,000.⁽⁴⁾
10.12		Asset Purchase Agreement dated July 1, 2013 between the Company and its wholly-owned subsidiary, SaaSMAX Corp.⁽⁴⁾
10.13		Share Exchange Agreement dated July 10, 2013 between the Company and Dina M. Moskowitz for the transfer of shares of the Company’s wholly-owned subsidiary, SaaSMAX Corp.⁽⁴⁾
10.14		Management Consulting Agreement dated July 22, 2013 between the Company and Harold C. Moll.⁽⁵⁾
10.15		Management Consulting Agreement dated July 22, 2013 between the Company and Rob Rainer.⁽⁵⁾
10.16		Termination of Management Consulting Agreement and Cancellation of Earn-Out Shares between the Company and Harold C. Moll dated February 4, 2014.⁽⁶⁾
10.17		Mutual release between the Company and Harold C. Moll dated February 4, 2014.⁽⁶⁾
10.18		Technology Acquisition Agreement dated August 19, 2014 among the Company, David St. James and the Company’s wholly-owned subsidiary, Nouveau Ventures Inc.⁽⁸⁾
10.19		Agreement and Plan of Merger dated August 20, 2014 between the Company and Nouveau Ventures Inc.⁽⁸⁾
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase.
101.DEF		XBRL Taxonomy Extension Definition Linkbase.
101.LAB		XBRL Taxonomy Extension Label Linkbase.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase.

Notes:

(1)	Filed as an exhibit to our Registration Statement on Form S-1 filed on May 23, 2011.

(2)	Filed as an exhibit to our Registration Statement on Form S-1/A filed on August 15, 2011.

(3)	Filed as an exhibit to our Current Report on Form 8-K filed on April 17, 2013.

(4)	Filed as an exhibit to our Current Report on Form 8-K filed on July 15, 2013.

(5)	Filed as an exhibit to our Current Report on Form 8-K filed on July 25, 2013.

(6)	Filed as an exhibit to our Current Report on Form 8-K filed on February 6, 2014.

(7)	Filed as an exhibit to our Current Report on Form 8-K filed on April 17, 2014.

(8)	Filed as an exhibit to our Current Report on Form 8-K filed on August 21, 2014.

(9)	Filed as an exhibit to our Current Report on Form 8-K filed on September 9, 2014.

SIGNATURES

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

			NOUVEAU VENTURES INC.



Date:	July 30, 2015	By:	/s/ Rob Rainer
			ROB RAINER
			Chief Executive Officer, Chief Financial Officer ,
			President, Secretary and Treasurer
			(Principal Executive Officer & Principal Accounting Officer)

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

Date:	July 30, 2015	By:	/s/ Rob Rainer
			ROB RAINER
			Chief Executive Officer, Chief Financial Officer ,
			President, Secretary, Treasurer and
			Director

Date:	July 30, 2015	By:	/s/ David St. James
			DAVID ST. JAMES
			Vice President and Director

NOUVEAU VENTURES INC. 10-K