Filing Compare · OLIE INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

~~SANNUAL~~x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: September 30, ~~2012~~2013

£o 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: 333-178208

OLIE INC.
(Exact name of Registrant as specified in its charter)
Delaware		33-1220056
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
382 NE 191st St. # 84220 Miami, FL 33179-3899		33179-3899
(Address of principal executive offices)		(Zip Code)
+ 888 665 8884
(Registrant’s telephone number, including area code)

OLIE INC.
(Exact name of Registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:
Delaware		33-1220056
N/A		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Title of each class		Name of each exchange on which registered
300 Jameson House 838 West Hastings Street Vancouver B.C.		V6C 0A6
Securities registered pursuant to Section 12(g) of the Act:
(Address of principal executive offices)		(Zip Code)
Shares of Common Stock, $0.0001 par value
+1 604 669 9000
Title of Class
(Registrant’s telephone number, including area code)

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. £Yes SNo

Securities registered pursuant to Section 12(b) of the Act:

N/A		N/A
Title of each class		Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act:

Shares of Common Stock, $0.00001 par value
Title of Class

Indicate by check mark if the Registrant is ~~not~~a ~~required~~well-known toseasoned ~~file reports~~issuer, ~~pursuant~~as todefined ~~Section~~in 13Rule or405 ~~Section 15(d)~~ of the Securities Act. £¨ Yes x ~~SNo~~No

Indicate by check mark ~~whether~~if the Registrant ~~(1)~~is ~~has~~not ~~filed all reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or Section 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~~. ~~SYes~~¨ £Yes x No

Indicate by check mark ifwhether ~~disclosure~~the ofRegistrant ~~delinquent~~(1) ~~filers~~has ~~pursuant~~ filed all reports required to ~~Item~~be ~~405~~filed ofby ~~Regulation~~Section ~~S-K~~13 or 15(§d) ~~229.405~~of the Securities Exchange Act of ~~this~~1934 ~~chapter)~~during isthe ~~not~~preceding ~~contained~~12 ~~herein,~~months ~~and~~(or ~~will~~for ~~not~~such beshorter ~~contained,~~period tothat the ~~best of~~ Registrant’s ~~knowledge,~~was inrequired ~~definitive~~to ~~proxy~~file orsuch ~~information~~reports), ~~statements~~and ~~incorporated~~(2) byhas ~~reference~~been insubject ~~Part~~to ~~III~~such offiling ~~this~~requirements ~~Form 10-K~~for orthe ~~any~~past ~~amendment~~90 todays. x ~~this~~Yes ~~Form~~¨ ~~10-K.S~~No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large accelerated filer £ ¨ Accelerated filer £¨ Non-accelerated filer £ ¨ Smaller reporting company Sx

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $40188,000 based upon the price of our common stock as ~~sold~~of byDecember us2, ~~pursuant to our registration statement on Form S-1~~2013, ~~which~~of ~~was~~ $0.~~10 per share~~0008. Shares of common stock held by each officer and director and by each person or group who owns 10% or more of ~~then~~than outstanding common stock amounting to 12,~~990~~000,000 ,000 shares have been excluded in that such persons or groups may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of ~~November~~December 302, ~~2012~~2013, there were 2,~~400~~264,500,000 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred to in Part IV.

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TABLE OF CONTENTS

Part I		3
PART I
Item 1.	Business	3	4
Item 1A	Risk Factors	8
Item 2.	Properties		5
Item 2.	Properties	14
Item 3.	Legal Proceedings		5
Item 3.	Legal Proceedings	14
Item 4.	Mine safety disclosures		5
Item 4.	Mine safety disclosures	14
PART II			6
Part II		15
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		6
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	Selected Financial Data		8
Item 6.	Selected Financial Data	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 8.	Financial Statements and Supplementary Data		11
Item 8.	Financial Statements and Supplementary Data	19
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure		12
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	20
Item 9A.	Controls and Procedures		12
Item 9A.	Controls and Procedures	20
Item 9B.	Other Information		12
Item 9B.	Other Information	20
PART III
PART III		21
Item 10.	Directors, Executive Officers and Corporate Governance		13
Item 10.	Directors, Executive Officers and Corporate Governance	21
Item 11.	Executive Compensation		15
Item 11.	Executive Compensation	23
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		15
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
Item 13.	Certain Relationships and Related Transactions, and Director Independence.		17
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	25
Item 14.	Principal Accounting Fees and Services		17
Item 14.	Principal Accounting Fees and Services	26
PART IV			17
PART IV		27
Item 15.	Exhibits, Financial Statement Schedules		19
Item 15.	Exhibits, Financial Statement Schedules	27
SIGNATURES			20
SIGNATURES		28

~~Table~~FORWARD-LOOKING ~~of Contents~~STATEMENTS

Forward-Looking Statements

This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set out in the section hereof entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

These risks include, by way of example and not in limitation:

· risks related to our ability to continue as a going concern; · the uncertainty of profitability based upon our history of losses; · risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned development projects; · risks related to our ability to continue to fund research and development costs; · risks related to conducting business internationally due to our operations in Israel; · risks related to our ability to successfully develop our technology into commercial products, · risks related to our ability to successfully prosecute and protect our intellectual property; · risks related to tax assessments; and · other risks and uncertainties related to our prospects, properties, and business strategy.

· the uncertainty of profitability based upon our history of losses;

· risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned development projects;

· risks related to our ability to continue to fund research and development costs;

· risks related to conducting business internationally due to our operations in Israel;

· risks related to our ability to successfully develop our technology into commercial products,

· risks related to our ability to successfully prosecute and protect our intellectual property;

· risks related to tax assessments; and

· other risks and uncertainties related to our prospects, properties, and business strategy.

The above list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other risks described in this report should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the forward-looking statements are made, and we undertake no obligation to update forward-looking statements should these beliefs, estimates, and opinions or other circumstances change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these forward-looking statements to actual results.

Our financial statements are stated in United States dollars (“US$”) and are prepared in accordance with United States generally accepted accounting principles (“GAAP”).

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the shares of our common stock.

As used in this Annual Report, the terms "we," "us," "our," "Olie Inc.," and “Issuer” mean Olie Inc., unless the context clearly requires otherwise.

~~Table~~PART ~~of Contents~~I

~~Part I~~ITEM 1. BUSINESS

Item 1. Business

Overview of the Company

We are a development stage company that was incorporated on December 10, 2010. We have commenced only limited operations, ~~primarily~~ focused on ~~researching potential suppliers of music production equipment for our intended~~ business ~~and the initial market for these services~~acquisitions. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings.

We have not generated any revenue to date and we do not expect to generate revenues prior to 2013. We do not currently have sufficient capital to operate our business, and, we will require additional funding in the future to sustain our operations. There is no assurance that we will have revenue in the future or that we will be able to secure the necessary funding to develop our business.

Our specific goal is to provide music production services to independent musicians at an affordable price. Assuming we raise the additional funds necessary for us to operate our business, initially we are seeking to market our music production services in the New York metropolitan area. Eventually, we envision selling our services in London, United Kingdom as well.

We intend to market our services primarily on the basis of price that similar services will be offered to musicians at the low end of the market for these services. Our officers work from their homes and our mailing address is 382 NE 191st St. # 84220, Miami FL 33179. Our telephone number is (888) 665 8884. Our President and Director, Mr. Avraham Morgensterm resides primarily in London, England. Our Secretary and Director, Mr. Itai Freed resides primarily in Israel. We do not currently have a website; however we have reserved a domain name (www.olieinc.com).

The Market Opportunity

The following market data regarding the US music production market is based on publicly available information. We have not conducted any independent market studies to verify this data.

History

~~With~~The ~~the~~company ~~inception~~has ofcontinued ~~the~~throughout ~~digital medium in music~~ the ~~industry~~year ~~itself has~~to ~~become~~continue ~~quite~~in ~~volatile~~a ~~and~~development ~~very interesting~~stage. Its ~~When~~inception ~~the format of MPEG-1 Audio Layer 3 (MP3)~~ was ~~introduced~~ as a ~~means~~music toproduction ~~listen to~~company ~~audio~~and ~~the~~whilst ~~music~~this ~~industry~~ was ~~literally turned on~~ its ~~heels.~~original ~~IPODs~~prime ~~and~~focus ~~MP3~~it ~~players~~has ~~were~~throughout ~~taking over~~ the ~~world~~financial ~~and~~year ~~replaced~~explored ~~compact disk~~development ~~players~~into ~~and~~ other ~~forms~~areas. It ofentertained ~~audio~~a ~~playback.~~relationship ~~Along~~ with ~~this~~EnCansol ~~change~~that ~~came~~had ~~the~~developed ~~user~~Flat ~~friendly~~Plate ~~and~~RAM ~~accommodating~~Cell ~~method~~battery oftechnology. After ~~sharing music~~the ~~between~~negotiations ~~consumers~~became ~~rather~~too ~~than~~protracted ~~purchasing~~the ~~music~~company interminated ~~music~~its ~~stores,~~relationship as ~~was~~disclosed ~~the~~in ~~case~~its ~~before~~8K ~~the~~filed ~~digital~~on ~~era~~May 10th. ~~“There~~2013. Similarly ~~are now~~it ~~about~~entertained ~~half~~a asrelationship ~~many~~with CDWhitehall ~~sales~~1V inLLC ~~the~~that ~~U.S.~~owned asMitch inStone ~~2000.~~Essentials, Aand ~~few~~by ~~years~~mutual ~~ago,~~consent ~~record~~that ~~executives~~intent inwas ~~London~~terminated ~~were~~as ~~shocked~~disclosed ~~when~~in ~~young~~its ~~people refused~~8K ~~even~~filed ~~free~~on ~~CDs~~May 28th. ~~(http://online~~2013.~~wsj.com/article/SB123172053495272329.html).~~

~~Before~~Subsequent to the ~~digital~~year ~~age,~~end ~~music was free, but in~~ the ~~form~~company ofannounced ~~radio, which~~its ~~could~~current becorporate ~~controlled~~plan. It ~~This~~amended ~~was~~its ~~ideal~~Articles ~~for~~and ~~the~~Corporate ~~music~~Bylaws ~~industry~~to ~~because~~create ~~radio~~a ~~was~~series ~~presented in the form~~ of ~~radio~~anti-dilutive, ~~programming~~convertible ~~which was~~preferred ~~very~~shares. ~~specific~~It inannounced ~~the~~its ~~type~~intention ofto ~~music~~transform ~~that~~to ~~was~~a ~~being~~Business ~~played.~~Development ~~This~~Corporation; ~~was~~including ~~the~~providing ~~control.~~corporate ~~With~~advisory ~~this~~services ~~format, radio could break regularly~~ to ~~“pay~~other ~~the~~issuers, ~~bills”~~buy asmature ~~DJs~~and ~~would~~secured ~~often~~debt ~~say.~~from ~~Very~~non-affiliates ~~lucrative~~in ~~advertising~~other ~~deals~~issuers, ~~could~~and bewith ~~negotiated~~its toconvertible ~~bring~~preferred ~~the~~securities ~~billions of~~purchase ~~dollars~~assets toand ~~companies~~business ~~like Clear Channel, ViaCom, etc~~enterprises. ~~( http://nymag.com/nymetro/news/media/columns/medialife/6099/ )~~

3It is now implementing this plan and in particular, as reported in its 8K filed December 17th. 2013 the company acquired Settlement Management Series 1 LLC (SETI) that owns a $5,000,000 five year, 5% US Treasury Strip. This subsidiary then completed an assignment for $20,000,000 MTN USD credit linked to a Triple A US Treasury Strip (MTN), and also reported in the same 8K.

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With these monstrous companies running the show, music became formulaic and formatted specifically to coincide with the profit models of these companies. If songs didn’t fit the model, they didn’t get airplay. If the artist or record labels didn’t agree to terms with these companies then it would be virtually impossible to achieve success. These companies could not only control what music was being listened to but also what acts would play the biggest venues. Clear Channel, for example, is the largest music promotion company in the United States and artist are forced to use them and comply to their musical formats in order to play high dollar venues around the globe. ( http://nymag.com/nymetro/news/media/columns/medialife/6099/ )

During this time in the late 90’s the music industry was a $15 billion dollar industry (image taken from http://www.businessinsider.com/these-charts-explain-the-real-death-of-the-music-industry-2011-2 ). In the last ten years the industry has been more than cut in half due to the revolution of free digital music.

Internet upstarts like Napster, an Internet site designed to share music between users connected to it, became the primary source for consumers who didn’t want to pay for music. The concept of Napster was it believed that music should be free to the people. “The battle for paying digital customers may have been lost before it had truly begun. In 1999, Napster, a free online file-sharing service, made its debut. Not only did Napster help change the way most people got music, it also lowered the price point from $14 for a CD to free.” (http://money.cnn.com/2010/02/02/news/companies/napster_music_industry/) Record companies began to sue companies like Napster but soon realized this “pirating” of music would never stop. So the lawsuits did stop and the industry took its hit. Along came the independent music scene. (http://nymag.com/nymetro/news/media/columns/medialife/6099/)

Artists hit the scene with independent music, not using the large music production companies, rather they captured the interest of other artist who used their music in film (Magnolia and Good Will Hunting) and a new revenue model was born. The artist no longer needed the “help” of large music companies like Clear Channel and were able to become their own profitable entity. ( www.ic.arizona.edu/ic/indv10258/.../Leyshon OntheReproduction .pdf)

Independent music grew over the next decade and in combination with the digital era (sharing MP3s) new genres of music were penetrating the consumer like never before. In fact the independent sector of music became its own genre, referred to as Indie music. This format of music was not recognized by the industry in the start and companies were still utilizing old models to bring new pop music into the industry. The concept of spending loads of money to promote music and seeing a definitive return wasn’t working anymore. “Now just 44% of U.S. Internet users and 64% of Americans who buy digital music think that that music is worth paying for, according to Forrester. The volume of unauthorized downloads continues to represent about 90% of the market, according to online download tracker Big Champagne Media Measurement.”( http://money.cnn.com/2010/02/02/news/companies/napster_music_industry/ )

So music companies and record labels have to change their tune and cut costs in order to produce music for the masses and still see a revenue stream. Every penny can only be earned in the grind and therefore penny pinching is a necessity. High cost music studios are in flux because $1000/hour to use high profile or famous facilities doesn’t fit the model anymore. Independent musicians who self promote obviously can’t afford these costs either. Even low-end studios charging $45-$100/day struggle to pay the bills. “The list of shuttered studios includes landmarks to music history. We intend to be one of the few inexpensive, high sonic quality, music production options in the industry.

Music Production Services

As a music production company we plan to offer the following services, the key to which at first will be Remote Post-Production Services:

Remote post production services – in the digital age, production, track mixing, and mastering can all be done remotely and sent to clients. The only requirement for the studio, is if the client does not have their own voice/music recorded in the actual original recording. Everything else can be done by us at a later stage anywhere – remotely or on-site.

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· Piece overdubbing – Our clients may ask us to add specific parts to songs already constructed and recorded such as adding piano to a song that already has drums, bass and guitar. Or adding sounds such as percussion, Hammond organ or mood based effects to increase the sonic value of a song

· Song writing – Our Secretary and Director, Mr. Itai Freed has recorded five albums of original self produced songwriting of various styles ranging from country to rock to indie and pop music. The purpose of this aspect of the business is to generate revenue in the licensing arena, increase awareness in our brand, generate interest in our sound and create a calling card as to what we do and who we are. In the music industry, and especially in production, there is no better business card than a catalog of CDs (or music files such as MP3) to demonstrate the realm and expanse of your work.

· Exclusive Editing - Editing can be a job of its own and we expect to offer it for studios or artist that don’t do it. Tracks would be completely recorded already and then brought to us with notes of what needs to be done. We would then edit the songs in a cleanup format and prepare it for the mixing stage.

Music Production

· Music production - Working with individual artists or bands to produce their music from the ground up, start to finish. This will included sound and board engineering, editing, producing (presentation), and pre mixing. The production value added varies based on the need of the artist (s) we are working with. In some cases we may only be engineering sound and running the board while monitoring the band performing the instrumentation. In this process the role of the producer is to listen, provide feedback, work with tempo, and make valuable suggestions in order to bring out the best in the project at hand. In other projects, we anticipate being able to add musicianship by Mr. Freed and others, as well adding layers by bringing in our extensive realm of instrumentation. An example of this scenario would be working with a singer/songwriter who brings in a song and is in need of the band members to complete the recording process. If the singer/songwriter plays guitar we would add the necessary components to complete the song, such as, bass, piano, organ, lead guitar, drums, percussion, mandolin, etc. We will take these songs and bring them to the end of the recording and editing process to be handed of to be mixed and mastered. Based on our Secretary and Director, Mr. Freed’s experience of working with mixers and masters we will then offer a discounted rate if they choose to work with someone from our list of mixing and mastering network.

· On-Site Studio Recording – One aspect that separates us from our competitors is our Secretary and Director’s, Mr. Itai Freed experience and ability to take gear on the road and set up shop anywhere. Over the past four years, Mr. Freed has recorded successfully in four different countries.

· Live venue recording – Because of our mobility option we will also offer live venue recording for bands that want to create a live album are document a special engagement such as a CD release party.

· Co-Songwriting – Many times bands or singer/songwriters (we’ll call them writers from here on) come into a studio with incomplete songs and need some help finishing them off. Whether that means adding a change to the song or writing a new part is based on writer’s vision. Co-songwriting results in the production company attaining a percentage of the rights to the song based on a negotiated agreement which, if/when the song starts to generate revenue, there is a percentage of revenue received from the royalties.

· Commercial work –We may also make music and recordings for commercial use such as television, radio, cinema, voice-over. The range of recordings that can be used are

Voice tracks

Musical Scores – Instrumentals

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Complete songs with lyrics

Jingles

Sounds effects for radio or art performances

Studio Facilities

Studio facilities will be used specifically for recording the artists who do not have their own original recordings and possibly all the other services we include in our business plan. Additionally, everything can be done remotely as well. Meaning, the artist can record his voice and send to us digital for re-mastering, for adding new instruments and band members, adding sound effects, voice addition, etc. We are also able to physically travel with our gear (which can include microphones and our computers) to work on-site.

We do not plan to purchase equipment because it is our intention to rent space within an operating studio or share studio space with another entity – similar to a executive office suite in concept. We will either use the equipment already existing at the studio or our Director, Itai Freed will provide his equipment free of charge to the company. The following equipment is necessary to operate a recording studio:

Microphone, Computer with pro-tools, speakers and an amplifier.

We budgeted $10,000 for a studio in New York because we believe we will be able to share/rent space in an existing studio on an as required basis.

If we are unable to share/rent appropriate space, we will rent a simple 400 sq foot commercial space, which, if necessary, we can outfit for less than $10,000 to become a fully working studio. To outfit the studio we would need to sound proof the space – which can be done cheaply with styrofoam, fabrics and other sound absorbing materials. The critical element as regards quality — is that the microphone and cables need to be of a high quality. Our Secretary and Director, Mr. Freed has such equipment which will be made available to us at no cost. If we do our own build out, we will seek to rent our space out to others for a fee.

If we share or rent space in an existing studio, there will be equipment there — such as computer , microphone, pro-tools etc. There may also be musical instruments in the studio. A shared arrangement will mean lower costs for us and based on our research many such fees are based on the amount of time we use the studio which is turn is based on the amount of work we generate, We anticipate paying no more than $650 per month. But we have budgeted for more to account for unforeseen expenses which are inevitable.

Marketing / Advertising

For a description of our marketing plans, please see the discussion in the Management Discussion and Analysis section below.

Pricing of Our Music Production Services

We believe that we will be able to provide our services at very competitive prices compared to industry prices. The idea is to pull in as many clients to our world of recording as possible and slowly gain market awareness before we adjust our prices. Our price list is listed as follows:

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Recording sessions - $20/hour or $200/day. We will also offer negotiable options for the ”starving” musician.

Recording Sessions with producer – Recording session prices plus a negotiable rate for production. Negotiable because, typically, if as producers we believe in the project we may take a nominal fee in exchange for royalty rights (see below for “rights” description).

Commercial work

• Voice over - $35/hour

• Musical Instrumentals– $500/song. Typically, fees of this nature are negotiated based on the type of instrumental required. If a customer just needs some conga playing we charge much less. On the other hand, full band music with symphonic undertones would cost much more.

• Jingles – Such as catchy commercial songs. $250 we keep the rights unless otherwise negotiated.

• Sound effects – $40 per track of recorded sound effect. Art performance pieces negotiable based on pay scale of the artist

Editing As an exclusive option - $100 per song.

Piece overdubbing – We would change a negotiated price per overdub based on the complexity of the song with a minimal charge of $50 per overdubbed track.

On-site Studio Recording - $300/day plus expenses

Live venue recording - $500/day

Why a musician would choose us

Studios around the world charge anywhere from $45 and up an hour depending on the studio and where it is located. Prices vary so greatly that per hour and per day charges, when measured with the quality of the recording are impossible to value and typically the consumer feels they paid too much for the quality of the end result. Often this is not because of the actual studio but the producer’s vision and how it conflicts with the artist’s. Or, perhaps the quality of the material is poor.

Competitive Advantages

Our music production services are intended to have the following benefits:

· Moderately priced;

· Flexibility in location of studio.

· Knowledge of demands of targeted market.

Dependence on One or a Few Major Customers

The production of music for multiple musicians does not mandate any dependence on one or a few major customers.

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Patent, Trademark, License & Franchise Restrictions and Contractual Obligations & Concessions

We have not entered into any franchise agreements or other contracts that have given, or could give rise to, obligations or concessions. We intend to protect our private label for music production on the basis of applicable trademark and ~~tradename~~trade name laws. Beyond our common law right to our trade name, we do not hold any other intellectual property.

Research and Development Activities and Costs

We have not incurred any costs to date and have no plans to undertake research and development activities during the next year of operation.

Costs and Effects of Compliance with Environmental Laws and Regulations

We are not in a business that involves the use of materials in a manufacturing process where such materials are likely to result in the violation of any existing environmental rules and/or regulations. Further, we do not own any real property that could lead to liability as a landowner. Therefore, we do not anticipate that there will be any material costs associated with compliance with environmental laws and regulations.

Employees

We have commenced only limited operations; therefore, we have no employees and do not anticipate having any employees during the first twelve months of operations. Our officers and Directors provide service to us on an as-needed basis, and we will be relying heavily on our Secretary and Director, Mr. ~~Freed~~Gardner. When we commence full operations, we will need to hire full-time management and administrative support staff. For a detailed description, see "Plan of Operation".

ITEM 1A2. ~~RISK FACTORS~~PROPERTIES

InOur ~~addition~~Principal toExecutive ~~the other information in this Annual Report on Form 10-K, stockholders or prospective investors should carefully consider the following risk factors:~~Offices

~~Risks~~We ~~Relating~~do not own any real property. We currently maintain our mailing address at 300 Jameson House, 838 West Hastings Street, Vancouver, British Columbia. The mailing address is a private address and is provided at no cost to ~~Our~~the ~~Lack~~Company. ofWe ~~Operating~~do ~~History~~not have any present plans for obtaining new office space the current space is sufficient for our operations.

1.ITEM ~~We are a development stage company and may never be able to execute our business plan~~ 3. ~~Failure~~LEGAL ~~to secure the needed additional financing will have a serious effect on our ability to execute our business plan.~~PROCEEDINGS

We ~~were~~know ~~incorporated~~of ~~on December 10, 2010. We currently have~~ no ~~agreements~~ ~~to produce or distribute music rights~~material, ~~nor~~active ~~any customers~~ or ~~revenues.~~pending ~~Although~~legal weproceedings ~~have~~against ~~begun initial planning for the marketing and distribution of music rights through~~ our ~~company~~Company, wenor ~~may not be able to execute our business plan unless and until we are successful in raising additional funds. We anticipate that we will require additional financing~~ of ~~approximately~~any ~~$60,000, in~~proceedings ~~addition to the $40,000~~ that ~~has~~a ~~been~~governmental ~~invested~~authority ~~by our current shareholders, to continue our operations and to remain operational during the next twelve months. Such financing, if required, may not be forthcoming. Even if additional financing~~ is ~~available, it~~contemplating ~~may~~against ~~not be available on terms we find favorable~~us. ~~Failure to secure the needed additional financing will have a serious effect on our company's ability to survive. At this time, there are no anticipated additional sources of funds in place.~~

8We know of no material proceedings to which any of our Directors, officers, affiliates, owner of record or beneficially of more than 5 percent of our voting securities or security holders is an adverse party or has a material interest adverse to our interest.

~~Table~~ITEM of4. ~~Contents~~MINE SAFETY DISCLOSURES

2.Not Investors in the shares offered pursuant to this Form S-1 will have their percentage interests in the Company diluted if management raises its projected $60,000 additional financing through an equity offeringapplicable.

Management believes that we will require an additional $60,000 to enable us to continue our planned activities for approximately 12 months after the offering and to fully commence our market development and sale activities. As a result, we may make an additional stock offering which would dilute the percentage interests of the investors in the shares offered by this Prospectus.5

3.PART Our President, Director and majority shareholder Avraham Morgenstern, does not have any experience in running a recording studio. We will rely heavily on our Secretary and Director, Mr. Itai Freed, who does not have experience operating a business in New York.II

~~Our~~ITEM ~~President, Director and majority shareholder Avraham Morgenstern, does not have any experience in running a recording studio~~5. ~~Though~~MARKET ~~Mr.~~FOR ~~Morgenstern~~REGISTRANT’S ~~has~~COMMON ~~experience in running an entertainment based company in the United Kingdom~~EQUITY, heRELATED ~~does~~STOCKHOLDER ~~not~~MATTERS ~~have~~AND ~~experience~~ISSUER ~~running~~PURCHASES aOF ~~recording~~EQUITY studio in the United States. We will rely heavily on the knowledge and experience of our Secretary and Director Mr. Itai Freed. Mr. Freed, a musician and sound engineer will be traveling every two months to the United States from Israel to supervise the operation of the business. If Mr. Freed is unable to travel we will be forced to rely on contract employees and that could harm our ability to succeed. Further, Mr. Freed does not have experience operating a business in New York,SECURITIES

4.Market Our business plan may be unsuccessful. Should the target market not be as responsive as we anticipate, we will not have in place alternate services or products that we can offer to ensure our continuation as a going concern.Information

~~The~~Our ~~success~~common ofstock ~~our~~is ~~business~~quoted ~~plan~~under isthe ~~dependent~~symbol “OLIE” on ~~our~~the ~~having~~OTCBB anoperated ~~inexpensive high~~by ~~sonic~~the ~~quality~~Financial toIndustry ~~our~~Regulatory ~~music production~~Authority, Inc. (“FINRA”) and onthe ~~our~~OTCQB ~~marketing~~operated ~~and~~by ~~sale~~OTC ofMarkets ~~these~~Group, ~~music~~Inc.Few ~~production~~market ~~services~~makers ascontinue ato ~~valid~~participate ~~option~~ in the ~~independent~~OTCBB ~~music~~system ~~industry.~~because ~~Our~~of ~~ability~~high tofees ~~develop~~charged ~~this~~by FINRA. Consequently, market ~~and~~makers ~~sell~~that ~~our~~once ~~music~~quoted ~~production~~our ~~services~~shares toon ~~independent musicians is unproven, and~~ the ~~lack~~OTCBB ofsystem ~~operating~~may ~~history~~no ~~makes~~longer itbe ~~difficult~~posting toa ~~validate~~quotation for our ~~business plan~~shares. As aof ~~technology based entity, marketing and sales will be driven through~~ the ~~marketing~~date of ~~our~~this ~~services~~report, ~~in myspace and on facebook. In addition~~however, ~~the success of~~ our ~~business~~shares ~~plan~~are isquoted ~~dependent~~by ~~upon~~several ~~the~~ market ~~acceptance~~makers ~~of,~~on ~~and~~the ~~our~~OTCQB. ~~intended~~The ~~competitive~~criteria ~~pricing~~ for, ~~our~~listing ~~music~~on ~~production~~either ~~services. Should independent musicians and~~ the ~~other~~OTCBB ~~target~~or ~~market~~OTCQB ~~not~~are besimilar asand ~~responsive~~include asthat we ~~anticipate,~~remain wecurrent ~~will~~in ~~not~~our ~~have~~SEC inreporting. ~~place~~Our ~~alternate services~~reporting oris ~~products~~presently ~~that~~current weand, ~~can~~since ~~offer~~inception, towe ~~ensure~~have filed our ~~continuation~~SEC asreports aon ~~going concern~~time.

5.A Wetrading ~~have~~market nofor ~~operating~~our ~~history~~securities ~~and~~did ~~have~~not ~~incurred~~begin ~~losses of over $45,000 since inception, which we expect~~ to ~~continue~~develop inuntil after the ~~future.~~fiscal Weyear ~~recognize~~ended ~~that~~September ~~if we are unable to generate revenues~~30, ~~our business will most likely fail~~2013.

~~Management~~The ~~believes~~following ~~that~~tables anset ~~additional~~forth ~~investment~~the range of ~~$60,000~~high ~~will be sufficient to enable us to commence our market development~~ and ~~sale~~low ~~activities,~~prices ~~and~~for ~~to continue~~ our ~~planned~~common ~~activities~~stock for ~~approximately 12~~the ~~months~~each ~~after~~of the ~~offering.~~periods Weindicated ~~also~~as ~~expect~~reported toby ~~continue~~the ~~to incur operating losses in future periods~~OTCQB. These ~~losses~~quotations ~~will~~reflect ~~occur~~inter-dealer ~~because we~~prices, dowithout ~~not~~retail ~~yet~~mark-up, ~~have~~mark-down ~~any~~or ~~revenues~~commission ~~to offset the expenses associated with the marketing~~ and ~~sale~~may ~~of our music production services. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will~~ not benecessarily ~~able~~represent toactual ~~earn profits or continue operations~~transactions.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

Fiscal Year Ending September 30, 2013
Quarter Ended	High $		Low $
September 30, 2013	$	0.06	$	0.0104
March 31, 2013	$	1.55	$	0.75
June 30, 2013	$	1.50	$	0.128
December 30, 2012	$	1.60	$	1.60

Fiscal Year Ending September 30, 2012
Quarter Ended	High $	Low $
September 30, 2012	NA	NA
March 31, 2012	NA	NA
June 30, 2012	NA	NA
December 30, 2011	NA	NA

~~Table~~Market offor ~~Contents~~our common stock

6. There is currently no ~~public~~ market for our shares. We cannot give you any assurance that the ~~securities~~shares ~~and~~will ~~even~~ever ifhave a market isor ~~created,~~that ~~the~~if a market ~~price~~for of our ~~common~~shares ~~stock~~ever develops, that you will be ~~subject~~able to ~~volatility~~sell your shares. In addition, even if a public market for our shares develops, there is no assurance that a secondary public market will be sustained.

~~Prior~~The toshares ~~this~~are ~~offering,~~quoted there has been no public market for our securities and there can be no assurance that an active trading market for the securities offered herein will develop after this offering, or, if developed, be sustained. We anticipate that, upon completion of this offering, our common stock will be eligible for quotation on the OTC Bulletin Board. ~~If,~~under ~~for any reason, however, our securities are not eligible for initial or continued quotation on~~ the symbol OTC ~~Bulletin~~BB ~~Board~~“OLIE”, orbut ano ~~public~~active trading market ~~does~~has ~~not~~developed ~~develop, purchasers of the common stock may have difficulty selling their securities should they desire to do so~~ and ~~purchasers~~we ofcannot ~~our~~assure ~~common~~you ~~stock~~that ~~may~~an ~~lose~~active ~~their~~trading ~~entire~~market ~~investment~~will ifever ~~they are unable to sell our securities~~develop.

~~Risks Relating to Our Business~~6

7.Penny ~~Our executive officers and Directors have significant voting power and may take different actions from actions sought by our other stockholders.~~Stock

~~Our~~The ~~officers~~SEC ~~and~~has ~~Directors~~adopted ~~own~~rules ~~approximately~~that ~~83%~~regulate ofbroker-dealer ~~the outstanding~~practices ~~shares~~in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of ~~our~~less ~~common~~than ~~stock~~$5.00, ~~These~~other ~~stockholders~~than ~~will~~securities beregistered ~~able~~on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to ~~exercise~~transactions ~~significant~~in ~~influence~~such ~~over~~securities ~~all~~is ~~matters requiring~~provided ~~stockholder~~by ~~approval~~the exchange or system. ~~This~~The ~~influence~~penny ~~over~~stock ~~our~~rules ~~affairs~~require ~~might~~a bebroker-dealer, ~~adverse~~prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the ~~interest~~SEC, that: (a) contains a description of ~~our~~the ~~other~~nature ~~stockholders. In~~and ~~addition,~~level ~~this~~of ~~concentration~~risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of ~~ownership~~the ~~could~~broker's ~~delay~~or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or ~~prevent~~other requirements of the securities laws; (c) contains a ~~change~~brief, inclear, ~~control~~narrative description of a dealer market, including bid and ~~might~~ask ~~have~~prices anfor ~~adverse~~penny ~~effect~~stocks on and the ~~market~~significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of ~~our~~trading ~~common~~in ~~stock~~penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

8.The ~~Since~~broker-dealer ~~our~~also ~~officers~~must ~~and~~provide, ~~Directors~~prior ~~may~~to ~~work~~effecting orany ~~consult~~transaction in a penny stock, the customer with (a) bid and offer quotations for ~~other companies~~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, ~~their~~or other ~~activities~~comparable ~~could~~information ~~slow~~relating ~~down~~to ~~our~~the ~~operations~~depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

~~Our~~In ~~officers~~addition, ~~and~~the ~~Directors~~penny ~~are~~stock ~~not~~rules ~~required~~require tothat ~~work~~prior ~~exclusively for~~to usa ~~and~~transaction doin ~~not~~a ~~devote~~penny ~~all~~stock ofnot ~~their~~otherwise ~~time~~exempt tofrom ~~our~~those ~~operations. Presently~~rules, ~~our~~the ~~officers~~broker-dealer ~~and~~must ~~Directors~~make ~~allocate only~~ a ~~portion~~special ~~of their~~written ~~time~~determination tothat the ~~operation~~penny ofstock ~~our~~is ~~business.~~a ~~Since~~suitable ~~our~~investment ~~officers~~for ~~and~~the ~~Directors~~purchaser ~~are~~and ~~currently~~receive ~~employed~~the ~~full-time~~purchaser's ~~elsewhere,~~written ~~they are~~acknowledgment ~~each~~of ~~able~~the toreceipt ~~commit~~of toa usrisk ~~only~~disclosure upstatement, ~~to 5-10 hours~~ a ~~week.~~written ~~Therefore,~~agreement itas isto ~~possible~~transactions ~~that~~involving ~~their~~penny ~~pursuit~~stocks, ofand ~~other~~a ~~activities~~signed ~~may slow our operations~~ and ~~reduce~~dated ~~our~~copy ~~financial results because~~ of ~~the~~a ~~slow-down~~written insuitability ~~operations~~statement.

9.These Wedisclosure requirements may ~~not~~ have ~~effective~~the ~~internal~~effect ~~controls~~of ~~which~~reducing ~~could~~the ~~adversely affect~~trading ~~investor~~activity ~~confidence~~for in our ~~internal~~common ~~controls~~stock. ~~over~~Therefore, ~~financial~~stockholders ~~reporting~~may have difficulty selling our securities.

InRecord connection with Section 404 of the Sarbanes-Oxley Act of 2002, we need to assess the adequacy of our internal control, remediate any weaknesses that may be identified, validate that controls are functioning as documented and implement a continuous reporting and improvement process for internal controls. We may discover deficiencies that require us to improve our procedures, processes and systems in order to ensure that our internal controls are adequate and effective and that we are in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. If the deficiencies are not adequately addressed, or if we are unable to complete all of our testing and any remediation in time for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the SEC rules under it, we would be unable to conclude that our internal controls over financial reporting are designed and operating effectively, which could adversely affect investor confidence in our internal controls over financial reporting.Holders

~~Further,~~As ~~we will not be required to conduct any evaluation~~ of ~~the effectiveness~~December of2, ~~our~~2013, ~~internal~~we ~~controls~~had ~~over~~outstanding ~~our financial reporting – until at least our second year – that is the fiscal year included in the second annual report. And~~2,264,500,000 asshares aof ~~smaller~~common ~~reporting company~~stock, wewhich ~~are~~were ~~exempt~~held ~~from~~by ~~any~~40 ~~auditor~~non ~~attestation requirements~~affiliated ~~regarding~~stockholders ~~management’s~~of ~~reports~~record onand ~~the~~1 ~~effectiveness~~affiliated stockholders of ~~internal controls over financial reporting~~records.

~~As a result, by the time we make such review, it is possible that it if there is a problem, by the time it is discovered, the investors may have lost their investment.~~Dividends

10Since our inception, we have not declared nor paid any cash dividends on our capital stock and we do not anticipate paying any cash dividends in the foreseeable future. Our current policy is to retain any earnings in order to finance our operations. Our Board of Directors will determine future declarations and payments of dividends, if any, in light of the then-current conditions it deems relevant and in accordance with applicable corporate law.

~~Table~~Securities ofAuthorized ~~Contents~~for Issuance under Equity Compensation Plans

~~10.~~The ~~Our~~Board ~~key~~of ~~Officer~~Directors ~~and~~filed ~~Director,~~a ~~Mr.~~Registration ~~Itai~~Statement ~~Freed~~prepared ~~resides primarily~~ in ~~Israel.~~accordance ~~Any~~with ~~attempt~~the torequirements ~~enforce~~of ~~liabilities~~Form ~~upon~~S-8 ~~Mr.~~under ~~Freed~~the ~~under~~Securities UAct of 1933, as amended, registering 350,000,000 shares of common stock, par value $0.S.00001, ~~Securities~~issuable ~~and~~pursuant ~~Bankruptcy~~to ~~Laws~~the ~~may~~2013 beEmployee ~~difficult~~and Consultant Stock Incentive Plan.

~~Since our key Officer and Director, Mr. Itai Freed is located in Israel, any attempt to enforce liabilities upon such individual under the U.S. securities and bankruptcy laws may be difficult.~~7

InRecent ~~accordance~~Sales ~~with~~of ~~the~~Unregistered ~~Israeli~~Securities; ~~Law~~Use ~~on Enforcement~~ of ~~Foreign~~Proceeds ~~Judgments,~~from ~~5718-1958,~~Sale ~~and subject to certain time limitations (the application to enforce the judgment must be made within five years~~ of ~~the~~Registered ~~date of judgment or such other period as might be agreed between Israel and the United States), an Israeli court may declare a foreign civil judgment enforceable if it finds that:~~Securities

•We ~~the~~have ~~judgment~~not ~~was~~sold ~~rendered~~any byequity asecurities court which was, according to the laws of the State in which the court is located, competent to render the judgment; • the judgment may no longer be appealed; • the obligation imposed by the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment is not ~~contrary~~registered tounder ~~public policy; and; •~~ the ~~judgment~~Securities ~~is executory in the State in which it was given~~Act.

AnPurchases ~~Israeli~~of ~~court~~Equity ~~will~~Securities ~~not~~by ~~declare~~the aIssuer ~~foreign judgment~~and ~~enforceable~~Affiliated ~~if:~~Purchases

•During ~~the~~each ~~judgment~~month ~~was~~within ~~obtained by fraud; • there is a finding of lack of due process; •~~ the ~~judgment~~fourth ~~was~~quarter ~~rendered by a court not competent to render it according to the laws~~ of ~~private international law in Israel; •~~ the ~~judgment~~fiscal isyear inended ~~conflict~~September ~~with~~30, ~~another~~2013, ~~judgment~~neither ~~that~~we ~~was~~nor ~~given~~any in“affiliated ~~the~~purchaser,” ~~same~~as ~~matter between the same parties and~~ that term is ~~still~~defined ~~valid; or • the time the action was instituted~~ in ~~the~~Rule ~~foreign court,~~ 10b-18(a)(3) ~~suit~~under in the ~~same~~Exchange ~~matter~~Act, ~~and~~repurchased ~~between~~any ~~the~~of ~~same~~our ~~parties~~common ~~was~~stock ~~pending before a court~~ or ~~tribunal~~other ~~in Israel~~securities.

InITEM ~~general,~~6. anSELECTED ~~obligation~~FINANCIAL imposed by the judgment of a United States court is enforceable according to the rules relating to the enforceability of judgments in Israel, and a United States court is considered competent to render judgments according to the laws of private international law in Israel.DATA

~~Furthermore,~~Not Israeli courts may not adjudicate a claim based on a violation of U.S. securities laws if the court determines that Israel is not the most appropriate forum in which to bring such a claim. Even if an Israeli court agrees to hear such a claim, it may determine that Israeli law, not U.S. law, is applicable ~~to the claim~~. ~~If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact, which can be a time-consuming and costly process.~~

~~Since~~ITEM our key Officer and Director does not reside in the United States it may be difficult for courts in the United States to obtain jurisdiction over our foreign assets or persons, and, as a result, it may be difficult or impossible for you to enforce judgments rendered against us or our sole Director or Officer in United States courts7. ~~Thus,~~MANAGEMENT’S ~~investing~~DISCUSSION inAND usANALYSIS ~~may~~OF ~~pose~~FINANCIAL aCONDITION ~~greater~~AND ~~risk~~RESULTS ~~because~~OF should any situation arise in the future in which you have a cause of action against these persons or us, you may face potential difficulties in bringing lawsuits or, if successful, in collecting judgments against these persons or us.OPERATIONS

11Forward-Looking Statements

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

11. Our President and majority shareholder, Mr. Avraham Morgenstern resides primarily in London, England. Any attempt to enforce liabilities upon Mr. Morgenstern under U.S. Securities and Bankruptcy Laws may be difficult.Overview

~~Since~~We ~~our~~are ~~President,~~a ~~Director~~development stage company with limited operations and ~~majority~~no ~~shareholder,~~revenues Mrfrom our business operations. ~~Avraham Morgenstern~~We isdo ~~resides~~not ~~primarily~~anticipate inthat ~~London,~~we ~~England,~~will ~~any~~generate ~~attempt~~significant revenues until we are able to ~~enforce~~continue ~~liabilities~~making ~~upon~~advances ~~such~~in ~~individual~~obtaining ~~under~~additional ~~the~~assets Uand additional revenue generating opportunities.S. ~~securities and~~Accordingly, ~~bankruptcy~~we ~~laws~~must ~~may~~raise becash ~~difficult~~from sources other than our operations in order to implement our marketing plan.

~~Risks~~We ~~Relating~~have raised approximately $40,000 from our shareholders. We believe that we will need to ~~Our~~raise ~~Strategy~~an additional approximate $60,000 in order to allow us to begin our market development and ~~Industry~~sales activities and to remain in business for twelve months including the costs related with being a public company. There is no reasonable expectation as to when revenues may be generated. If we raise the necessary funds, but are unable to generate revenues within twelve months of the effectiveness of this Registration Statement for any reason, or if we are unable to make a reasonable profit within twelve months of the effectiveness of this Registration Statement, we may have to suspend or cease operations. At the present time, we have not made any arrangements to raise additional cash to finance our operations. We may seek to obtain additional funds through a second public offering, a private placement of securities, or loans. Other than as described in this paragraph, we have no financing plans at this time.

~~12. If we are unable to attract and retain the interest of musicians to use our music production services to produce their albums, we will not be successful.~~8

WePlan ~~will rely significantly on our ability to attract and retain the interest~~ of our musician clients looking to produce and sell their works. We will compete for musician clients with other music producers and sellers, including the major record companies, which produce and distribute music for independent musicians. We will need to continually evaluate and build our musician network to keep pace with their needs and to remain competitive in our business. We may be unable to identify or obtain the participation of a sufficient number of qualified musicians, which may decrease the potential for the growth of our business. We cannot assure that we will be successful in signing up musicians. The cost of attracting musicians to utilize our production services may be higher than we anticipate, and, as a result, our profitability could be minimal.Operation

~~13.~~ We ~~are~~have anot ~~small~~shown ~~company~~any ~~with~~revenues ~~limited~~or ~~resources~~profits ~~compared~~since our inception date. Over the next twelve months we intend to ~~some~~ ofcommence ~~our~~an ~~current~~advertising and ~~potential~~promotional ~~competitors~~strategy ~~and~~as we ~~may~~continue ~~not~~to betransform ~~able~~into toa ~~compete~~business ~~effectively~~acquisition corporation and ~~increase~~generate ~~market share~~revenue.

~~Most~~Results of our current and potential competitors have longer operating histories, significantly greater resources and name recognition, and a larger base of musician clients than we have. As a result, these competitors have greater name credibility with our potential musician clients and customers. Our competitors also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion, and sale of their products and services than we can to ours. To be competitive, we must continue to invest significant resources in research and development, sales and marketing, and customer support. We may not have sufficient resources to make these investments or to develop the technological advances necessary to be competitive, which in turn will cause our business to suffer and restrict our profitability potential.Operations

14During the period from December 10, 2010 (date of inception) through September 30, 2011, we incurred a net loss of $1,917. WeDuring ~~face~~the ~~exposure~~year toended ~~copyright~~September ~~claims~~30, 2012, we incurred a net loss of $46,981. During the year ended September 30, 2013, we incurred a net loss of $5,123,449. These losses consisted of general and administrative expenses, primarily comprising professional fees.

~~Even~~Purchase ~~though~~or weSale ~~are not the creator~~ of the musical works we will be producing, we may face exposure if any of the musicians whose works we produce and sell are deemed to have unlawfully copied the works of another musician or record label. As a result, we may be enjoined from selling certain products and we may have to redirect resources to defend ourselves from any such claim, which could have a material adverse effect on our business, financial condition, and operating results.Equipment

12We do not expect to purchase or sell any property or significant equipment

~~Table of Contents~~Revenues

~~15.~~We ~~Failure~~had tono ~~meet~~revenues ~~customers’~~for ~~expectations~~the orperiod ~~deliver expected~~from ~~music~~December ~~performance~~10, ~~could~~2010 ~~result~~(date inof ~~losses~~inception) ~~and~~through ~~negative~~September ~~publicity~~30, ~~which would harm our business~~2013.

IfLiquidity the digitally produced music which we plan to produce fails to perform in the manner expected by our customers or digitalized music becomes obsolete, then our revenues may be delayed or lost due to adverse customer reaction. In addition, negative publicity about us and ~~our~~Capital music production company could adversely affect our ability to attract musicians or retain customers. Furthermore, disappointed musicians and customers may initiate claims for damages against us, regardless of our responsibility for their disappointment.Resources

16Our balance sheet as of September 30, 2013, reflects assets of $83 comprised entirely of cash, and current liabilities of $295,743. IfCash wefrom doinception ~~not~~to ~~retain~~date ~~key~~have ~~personnel~~been insufficient to ~~support~~provide ~~our~~the ~~services~~ working capital necessary to operate. As of September 30, 2013, loans payable amounted to $171,133 and ~~ongoing~~represented ~~operations~~working ~~such~~capital ~~failure~~advances. ~~could~~The ~~adversely~~loans ~~affect~~are unsecured, non-interest bearing, and due on demand. Since inception, we have issued 2,264,500,000 shares of common stock to our ~~business~~Directors, consultants and investors.

~~The~~We ~~marketing~~anticipate ~~and~~generating ~~sale~~losses ofand, ~~our~~therefore, ~~music~~may ~~production~~be ~~services~~unable ~~will~~to continue to ~~place~~operations ain ~~significant~~the ~~strain~~future. onExcept ~~our~~for ~~limited~~private ~~personnel,~~placement ~~management,~~financing ~~and~~from ~~other~~July ~~resources.~~2011 ~~Our~~through ~~future~~September ~~success~~2011 ~~depends~~and ~~upon~~an ~~the~~investment ~~continued services~~by of our ~~executive~~Directors ~~officers~~in ~~and~~2010, ~~the~~we ~~hiring~~have ofnot ~~key~~attempted ~~employees~~to ~~and~~raise ~~contractors~~any ~~who~~additional ~~have~~capital. ~~critical~~We ~~industry~~estimate ~~experience and relationships~~ that we ~~rely~~need onapproximately $100,000 to ~~implement~~fund our ~~business~~activities ~~plan~~over the next 12 months. ~~The~~We ~~loss~~will ofneed ~~the~~to ~~services~~raise ofapproximately ~~any~~an ofadditional ~~our~~$60,000 ~~officers~~to orfund the ~~lack~~ongoing costs of ~~availability~~being ~~of other~~public. ~~skilled~~Currently, ~~personnel~~with ~~would~~cash ~~negatively~~assets ~~impact~~of ~~our~~approximately ~~ability~~$83, tobased ~~market~~on ~~and~~our ~~sell~~projected ~~the~~operations ~~music~~over ~~production~~the ~~services~~next year, ~~which~~we ~~could~~cannot ~~adversely affect~~operate ~~our~~if ~~financial~~no ~~results~~further ~~and~~funds ~~impair~~are ~~our~~raised. ~~growth~~Our cash assets are being kept in the United States.

~~17.~~To ~~The~~date, ~~music~~except ~~business~~for isour ~~subject~~selling stockholders we have not attempted to ~~subject~~raise additional capital from any third party sources. Since we require additional capital, we may have to ~~rapid~~issue ~~technological change~~debt ~~which~~or ~~could~~equity ~~negatively~~or ~~impact~~enter ~~our~~into ~~business~~a strategic arrangement with a third party.

~~Our~~We ~~business~~have isnot inentered aninto ~~emerging~~any ~~market~~agreements ~~that~~with isour ~~characterized~~Directors byfor ~~rapid changes~~interim ~~in customer requirements~~financing, ~~frequent~~but ~~introductions~~we ofmay ~~new~~nevertheless ~~and~~request ~~enhanced~~that ~~products~~our ~~and~~current ~~services,~~Directors ~~and~~provide ~~continuing~~us ~~and~~with ~~rapid~~such ~~technological advancement~~interim financing. ToThere ~~compete~~can ~~successfully~~be inno ~~the~~assurance ~~music~~that ~~business~~additional ,capital wewill ~~must~~be ~~continue~~available to ~~design, develop, and sell new and enhanced products and services that provide increasingly higher levels of performance and reliability at lower cost~~us. ~~These~~We ~~new~~currently ~~and~~have ~~enhanced~~no ~~products and~~agreements, ~~services~~arrangements ~~must~~or ~~take~~understandings ~~advantage~~with ofany ~~technological~~person ~~advancements and changes, and respond~~ to ~~new~~obtain ~~customer~~funds ~~requirements.~~through ~~Our~~bank ~~success in designing~~loans, ~~developing,~~lines ~~and~~of ~~selling~~credit, ~~such~~or ~~products~~any ~~and~~other ~~services will depend on a variety of factors, including:~~sources.

~~• Identifying and responding to customer demands for new products and services;~~9

•Going ~~Keeping~~Concern ~~abreast of technological changes;~~Consideration

•Our ~~Timely~~independent ~~developing~~auditors ~~and~~included ~~implementing~~an ~~new~~explanatory ~~product~~paragraph ~~offerings~~in ~~and~~their ~~features;~~report on the financial statements attached to our Annual Report on Form 10-K regarding concerns about our ability to continue as a going concern. Our financial statements for the fiscal period ended September 30, 2013 contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

•Off-Balance ~~Maintaining~~Sheet ~~performance quality;~~Arrangements

•We ~~Providing~~have ~~cost~~no off-~~effective~~balance ~~service~~sheet ~~and support; and~~arrangements.

•CRITICAL ~~Promoting~~ACCOUNTING ~~our products and expanding our market share.~~POLICIES

IfOur wefinancial ~~are~~statements ~~unable,~~have ~~due~~been toprepared ~~resource~~in ~~constraints~~accordance orwith ~~technological~~accounting ~~or other~~principles ~~reasons,~~generally accepted in the United States. The preparation of these financial statements requires us to ~~develop~~make certain estimates and ~~introduce~~assumptions ~~new~~that oraffect ~~enhanced~~the ~~products~~reported ~~and~~amounts ~~services~~of inassets, aliabilities, ~~timely~~revenues ~~manner~~and expenses, ifand ~~such~~the ~~new~~related ordisclosures ~~enhanced~~of ~~products and~~contingent ~~services~~assets doand ~~not~~liabilities ~~achieve~~as ~~sufficient~~of ~~market~~the ~~acceptance,~~date orof ifthe ~~such~~financial ~~new~~statements orand ~~enhanced~~during ~~product~~the orapplicable ~~service~~periods. ~~introductions~~We ~~decrease demand~~base ~~for~~these ~~our~~estimates ~~existing~~on ~~products~~historical experience and ~~services,~~on ~~our~~other ~~operating~~factors that we believe are reasonable under the circumstances. Actual results ~~would~~may ~~decline~~differ materially from these estimates under different assumptions or conditions and ~~our~~could ~~business~~have ~~would~~a ~~not~~material ~~grow~~impact on our financial statements.

13Refer to Note 1 to the Financial Statements entitled “Summary of Significant Accounting Policies” included in this Annual Report for a discussion of accounting policies utilized by the Company.

~~Table~~There ofare ~~Contents~~no recent accounting pronouncements that are expected to have an effect on the financial statements.

18ITEM 7A. ~~Since~~QUANTITATIVE weAND ~~have~~QUALITATIVE ~~yet~~DISCLOSURES toABOUT ~~generate~~MARKET ~~revenues from our intended business, our lack of business diversification could result in the loss of your investment if revenues from our primary products decrease.~~RISK

~~Currently,~~Not ~~our business is focused on the marketing and sale of music production services and the distribution of digital music for independent artists~~applicable. We do not have any other lines of business or other sources of revenue if we are unable to successfully implement our business plan. Our lack of business diversification could cause you to lose all or some of your investment if we are unable to generate revenues by the sale of the music production services or the distribution of digitalized music and we do not have any other lines of business or alternative revenue sources.

~~19. An unsuccessful material strategic transaction or relationship could result in operating difficulties and other harmful consequences to our business.~~10

WeITEM ~~expect to evaluate a wide array of potential strategic transactions and relationships with third parties~~8. ~~From~~FINANCIAL ~~time~~STATEMENTS toAND ~~time,~~SUPPLEMENTARY we may engage in discussions regarding potential acquisitions or joint ventures. Any of these transactions could be material to our financial condition and results of operations, and the failure of any of these material relationships and transactions may have a negative financial impact on our business.DATA

~~Item~~OLIE 2INC. ~~Properties~~

~~Our~~(A ~~Principal~~DEVELOPMENT ~~Executive~~STAGE ~~Offices~~COMPANY)

WeINDEX doTO ~~not~~FINANCIAL own any real property. We currently maintain our mailing address at 382 NE 191st St. # 84220, Miami, FL 33179-3899. Our officers currently work from their homes in England and Israel and we are not charged. The mailing address is a private address and is provided at no cost to the Company. This is not shared with any other corporations and does not have sufficient space for any employees. This address will be sufficient until we commence full operations. We do not have any present plans for obtaining new office space, other than the studio when we commence full operations.STATEMENTS

~~Item~~SEPTEMBER ~~3. Legal~~30, ~~Proceedings~~2013

~~We know of no material, active or pending legal proceedings against our Company, nor of any proceedings that a governmental authority is contemplating against us.~~CONTENTS

We know of no material proceedings to which any of our Directors, officers, affiliates, owner of record or beneficially of more than 5 percent of our voting securities or security holders is an adverse party or has a material interest adverse to our interest.

	Page(s)

Report of Independent Registered Public Accounting Firms		F-1

Financial Statements:

Balance Sheets – September 30, 2013 and 2012		F-3

Statements of Operations – Year ended September 30, 2013 and 2012 and from December 10, 2010 (Inception) to September 30, 2013		F-4

Statement of Stockholder’s Equity (Deficit) – from December 10, 2010 (Inception) to September 30, 2013		F-5

Statements of Cash Flows – Year ended September 30, 2013 and 2012 and from December 10, 2010 (Inception) to September 30, 2013		F-6

Notes to Financial Statements		F-7

~~Item 4. mine safety disclosures~~11

~~Not~~Messineo ~~applicable~~& Co, CPAs LLC 2471 N McMullen Booth Rd – Ste. 302 Clearwater, FL 33759-1362 T: (518) 530-1122 F: (727) 674-0511

14REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Table~~To the Board of ~~Contents~~Directors of:

~~Part II~~OLIE, Inc.

~~Item~~We 5have audited the accompanying balance sheets of OLIE, Inc. ~~Market~~, a development stage company, as of September 30, 2013 and the related statements of operations, stockholders’ deficit and cash flows for ~~Registrant~~the year then ended and for the period from December 10, 2010 (date of inception) to September 30, 2013. These financial statements are the responsibility of the Company’s ~~Common~~ ~~Equity,~~management. ~~Related~~Our ~~Stockholder~~responsibility ~~Matters~~is ~~and~~to ~~Issuer~~express ~~Purchases~~an opinion on these financial statements based on our audits The financial statements of ~~Equity~~OLIE, ~~Securities~~Inc. as of September 30, 2012, were audited by other auditors whose report dated November 30, 2012, expressed an unqualified opinion on those statements, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern

~~Market~~We ~~Information~~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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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.

~~Market~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of OLIE, Inc. as of September 30, 2013, and the results of its operations and its cash flows for ~~our~~the ~~common~~year ~~stock~~then ended, and for the period from December 10, 2010 (date of inception) to September 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

~~There~~The isaccompanying ~~currently~~financial nostatements ~~market~~have ~~for~~been ~~our~~prepared ~~shares~~assuming that the Company will continue as a going concern. WeAs ~~cannot~~discussed ~~give~~in ~~you any~~Note ~~assurance~~2 ~~that~~to the ~~shares~~financial ~~will~~statements, ~~ever~~the ~~have~~Company had a ~~market~~net orloss, ~~that~~negative ifcash aflow ~~market~~from ~~for~~operating ~~our~~activities, ~~shares~~and ~~ever~~is ~~develops,~~still ~~that~~in ~~you~~the ~~will~~development bestage. ~~able~~These conditions raise substantial doubt about its ability to ~~sell~~ ~~your~~continue ~~shares~~as a going concern. InManagement’s ~~addition,~~plans ~~even~~in ifregard ato ~~public~~these ~~market~~matters ~~for~~are ~~our~~also ~~shares~~described ~~develops,~~in ~~there~~Note is2. noThe ~~assurance~~financial statements do not include any adjustments that amight ~~secondary~~result ~~public~~from ~~market will~~the beoutcome ~~sustained~~of this uncertainty.

~~The~~Messineo ~~shares~~& ~~are~~Co. ~~quoted on the OTC Bulletin Board under the symbol OTC BB “OLIE”~~CPAs, ~~but no active trading market has developed and we cannot assure you that an active trading market will ever develop.~~LLC

~~Record~~Clearwater, ~~Holders~~Florida

AsJanuary ~~of November 30~~13, ~~2012, we had outstanding 2,400,000 shares of common stock, which were held by 40 non affilated stockholders of record and 3 affiliated stockholders of records.~~2014

~~Dividends~~F-1

Since our inception, we have not declared nor paid any cash dividends on our capital stock and we do not anticipate paying any cash dividends in the foreseeable future. Our current policy is to retain any earnings in order to finance our operations. Our Board of Directors will determine future declarations and payments of dividends, if any, in light of the thenF-~~current conditions it deems relevant and in accordance with applicable corporate law.~~2

~~Securities~~OLIE ~~Authorized for Issuance under Equity Compensation Plans~~Inc.

We(A ~~have~~Development noStage ~~existing equity compensation plan.~~Company)

~~Recent~~Consolidated ~~Sales~~Balance ~~of Unregistered Securities; Use of Proceeds from Sale of Registered Securities~~Sheets

During the fiscal year ended September 30, 2012, except as included in our Registration Statement that went effective on February 13, 2012, we have not sold any equity securities not registered under the Securities Act.

	September 30,			September 30,
	2013			2012
ASSETS
Current Assets
Cash and cash equivalents	$	83		$	127
Total Current Assets		83			127

TOTAL ASSETS	$	83		$	127
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	124,610		$	2,389
Due to related parties		41,188			465
Note payable		129,945			5,970
Total Current Liabilities		295,743			8,824
Stockholders' Deficit
Preferred stock: 45,000,004 authorized; $0.0001 par value
104,955 and 0 shares issued and outstanding		10			-
Common stock: 3,000,000,000 authorized; $0.00001 par value
2,264,500,000 and 96,000,000 shares issued and outstanding		22,645			960
Additional paid in capital		17,625,417			39,240
Accumulated deficit during development stage		(17,943,732	)		(48,897	)
Total Stockholders' Deficit		(295,660	)		(8,697	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	83		$	127

~~Purchases~~* ofRetroactively ~~Equity~~restated ~~Securities~~September by30, ~~the~~2012 ~~Issuer and~~to ~~Affiliated~~reflect ~~Purchases~~40 to 1 forward stock split, effective December 19, 2012

~~During~~See ~~each~~accompanying ~~month~~accountant's ~~within~~compilation the fourth quarter of the fiscal year ended September 30, 2012, neither we nor any “affiliated purchaser,” as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our common stock or other securitiesreport.

~~Item 6. Selected Financial Data~~F-3

~~Not~~OLIE ~~applicable~~Inc.

(A Development Stage Company)

15Consolidated Statements of Operations

Table of Contents

							December 10, 2010
	For the Year Ended						(inception) to
	September 30,						September 30,
	2013			2012			2013
Revenues	$	-		$	-		$	-

Operating Expenses
Selling and marketing		12,530			-			12,530
Compensation		224,594			-			224,594
Operations overhead and maintenance		40,045			-			40,045
Stock based compensation		4,558,600			-			4,558,600
Professional		81,895			19,180			101,075
Impairment		200,000			-			200,000
General and administration		5,785			27,801			35,502
Total operating expenses		5,123,449			46,981			5,172,346

Net loss from operations		(5,123,449	)		(46,981	)		(5,172,346	)

Other income (expense)
Interest expense		(4,503	)		-			(4,503	)
Gain (loss) on settlement of debt		(12,766,883	)		-			(12,766,883	)
Net loss	$	(17,894,835	)	$	(46,981	)	$	(17,943,732	)


Basic and dilutive loss per share	$	(0.03	)	$	(0.00	)

Weighted average number of
shares outstanding		652,113,699			96,000,000

~~Item~~* ~~7. Management’s~~Retroactively ~~Discussion and~~restated ~~Analysis~~September of30, ~~Financial~~2012 ~~Condition~~to ~~and~~reflect ~~Results~~40 ofto ~~Operations~~1 forward stock split, effective December 19, 2012

~~Overview~~See accompanying accountant's compilation report.

We are a development stage company with limited operations and no revenues from our business operations. We do not anticipate that we will generate significant revenues until we are able to market and sell primarily our proposed remote postF-~~production music production services and generate customers. Accordingly, we must raise cash from sources other than our operations in order to implement our marketing plan.~~4

~~“Post~~OLIE ~~Production” music services include, but are not limited to, sound engineering, mixing, and all aspects of creating a piece of music save for the actual original recording~~Inc. For example, if singer records as song with a guitar, a post production engineer can add other instruments, sound effects and harmonies during post production. Modern digital technology permits post production to be done anywhere in the world,

In(A ~~our~~Development ~~management’s~~Stage opinion, even though the music industry is concentrated and dominated by large recording companies they believe that there is a market for reasonably priced Post Production” music services, especially among independent musicians who have a limited amount of funds to produce their music.Company)

WeConsolidated have raised approximately $40,000 from our shareholders. We believe that we will need to raise an additional approximate $60,000 in order to allow us to begin our market development and sales activities and to remain in business for twelve months including the costs related with being a public company. There is no reasonable expectation as to when revenues may be generated. If we raise the necessary funds, but are unable to generate revenues within twelve months of the effectiveness of this Registration Statement ~~for any reason, or if we are unable to make a reasonable profit within twelve months~~ of ~~the~~Stockholders' effectiveness of this Registration Statement, we may have to suspend or cease operations. At the present time, we have not made any arrangements to raise additional cash to finance our operations. We may seek to obtain additional funds through a second public offering, a private placement of securities, or loans. Other than as described in this paragraph, we have no financing plans at this time.Deficit

Recent Developments

	Preferred Stock				Common Stock				Additional Paid in			Subscription			Accumulated
	Shares		Amount		Shares		Amount		Capital			Recievable			Deficit			Total
Balance, December 10, 2010 (inception)		-	$	-		-	$	-	$	-		$	-		$	-		$	-

Stock issued to related partied		-		-		80,000,000		800		(600	)		(200	)		-			-
Stock issued for cash and subscriptions		-		-		16,000,000		160		39,840			(480	)		-			39,520
Net loss		-		-		-		-		-			-			(1,916	)		(1,916	)
Balance, September 30, 2011		-		-		96,000,000		960		39,240			(680	)		(1,916	)		37,604

Stock subscription received		-		-		-		-		-			680			-			680
Net loss		-		-		-		-		-			-			(46,981	)		(46,981	)
Balance, September 30, 2012		-		-		96,000,000		960		39,240			-			(48,897	)		(8,697	)

Stock issued for services		-		-		168,500,000		1,685		4,556,915			-			-			4,558,600
Conversion of debt to equity		104,955		10		2,000,000,000		20,000		13,029,262			-			-			13,049,272
Net loss		-		-		-		-		-			-			(17,894,835	)		(17,894,835	)
Balance, September 30, 2013		104,955	$	10		2,264,500,000	$	22,645	$	17,625,417		$	-		$	(17,943,732	)	$	(295,660	)

On* ~~November 30,~~Retroactively ~~the~~restated ~~Board~~September of30, ~~Directors~~2012 ~~has~~to ~~recommended~~reflect ~~and authorized~~40 ato ~~Forty-for-One (40-for-~~1) forward ~~split~~stock ~~of our shares. The forward~~ split ~~was approved by a majority of the holders of our outstanding share capital~~, ~~however such forward split will still require State of Delaware and FINRA approvals, so at the present time there is no~~ effective ~~date.~~December ~~Once the forward split has been approved and an effective date set~~19, ~~this will be communicated to the public immediately, we are anticipating late December~~ 2012.

~~Plan~~See ofaccompanying ~~Operation~~accountant's compilation report.

We have not shown any revenues or profits since our inception date. Over the next twelve months we intend to commence an advertising and promotional strategy stated below in order to attain our initial customers and generate revenue. We will develop a website with our base price list which we believe will attract traffic based on the low pricing matrix. Customers can contact us by filling out a simple contact sheet onF-~~line or will be encouraged to call us to set up a free consultation. In the modern world of digital technology we expect to do these consultations over the phone, via video conference or in person.~~5

16OLIE Inc.

~~Table~~(A ofDevelopment ~~Contents~~Stage Company)

~~During~~Consolidated ~~our~~Statements ~~first year~~ of ~~operations~~Cash we expect that our Secretary and Director, Mr. Itai Freed will travel to New York every two months or as necessary. Mr. Freed is an experienced musician and sound engineer. In, addition, we will hire music producers on an ad-hoc basis as necessary. Mr. Freed has experience in producing original music and in all aspects of Post Production music services. It is not anticipated that Mr. Freed will receive any payment from the Company during the initial twelve months of operations. The Company will, however, pay Mr. Freed’s expenses in travel to and from New York.Flows

We intend to use large files that can be transferred via “Dropbox,” a free service, which allows us to send files in gigabyte (s) sizes. In fact, we never actually have to meet our client in person in order to conduct business. On the other hand, the equipment in our studio is completely portable and can be taken onsite.

							December 10, 2010
							(inception)
	Year Ended						through
	September 30,						September 30,
	2013			2012			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(17,894,835	)	$	(46,981	)	$	(17,943,732	)
Adjustment to reconcile net loss to net cash used in operations:
Stock-based compensation		4,558,600			-			4,558,600
Loss on settlement of debt		12,766,883			-			12,766,883
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses		122,221			2,389			124,610
Total adjustments		17,447,704			2,389			17,450,093
Net Cash Used in Operating Activities		(447,131	)		(44,592	)		(493,639	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Shareholder loans, net		323,112			5,971			329,547
Proceeds from Loans		123,975			-			123,975
Proceeds from issuance of stock		-			680			40,200
Net Cash Provided by Financing Activities		447,087			6,651			493,722

Net increase (decrease) in cash and cash equivalents		(44	)		(37,941	)		83
Cash and cash equivalents, beginning of period		127			38,068			-
Cash and cash equivalents, end of period	$	83		$	127		$	83

Supplemental cash flow information
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

Non-cash transactions:
	$	-		$	-		$	-

We* ~~believe~~Retroactively ~~that~~restated aSeptember ~~good~~30, ~~deal~~2012 ofto ~~our~~reflect ~~business~~40 ~~will be post production engineering. Post production will not require face~~ to ~~face~~1 ~~meeting~~forward ~~with~~stock ~~the customers~~split, ~~but~~effective ~~rather~~December ~~that the client~~19, will provide us via “Dropbox” (or other such service) with their initial digitized recording(s) and we will handle the post production work remotely. We will do post production remotely and send back to the clients the work for their approval. We anticipate a collaborative process similar to that done in a studio – but taking advantage of current technology – and the ease of which our anticipated client base uses that technology.2012

~~Results~~See ofaccompanying ~~Operations~~accountant's compilation report.

During the period from December 10, 2010 (date of inception) through September 30, 2011, we incurred a net loss of $1,917. During the year ended September 30, 2012, we incurred a net loss of $46,981. These losses consisted of general and administrative expenses, primarily comprising professional fees. Our cash and accounts are kept in the United States.F-6

~~Purchase~~OLIE ~~or Sale of Equipment~~INC.

We(A doDevelopment ~~not~~Stage expect to purchase or sell any property or significant equipment. We believe that the majority of our work will be post production and may be handled remotely by Mr. Itai Freed. In the event original recording work is required, we will either use the equipment in the studio we will be sharing or our Director will bring his studio equipment free of charge to the company.Company)

~~Revenues~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

WeNOTE ~~had~~1. noNATURE ~~revenues~~OF ~~for~~OPERATIONS ~~the~~AND ~~period~~SUMMARY ~~from~~OF ~~December~~SIGNIFICANT ~~10,~~ACCOUNTING ~~2010 (date of inception) through September 30, 2012.~~POLICIES

~~Liquidity and Capital Resources~~ORGANIZATION

~~Our balance sheet as of September 30~~Olie, ~~2012,~~Inc. ~~reflects~~(the ~~assets of $127 comprised entirely of cash~~“Company”), ~~and~~was ~~current~~incorporated ~~liabilities~~in ~~of $8,824. Cash from inception to date have been insufficient to provide~~ the ~~working~~State ~~capital necessary to operate. As~~ of ~~September~~Delaware ~~30,~~on ~~2012,~~December ~~loans payable amounted to $6~~10,~~435~~ ~~and represented working capital advances~~2010. ~~$465~~The ofCompany ~~these loans are from a related party who~~ is ~~the~~headquartered ~~Secretary~~in ofBritish ~~the Company. The loans are unsecured~~Columbia, ~~non-interest bearing, and due on demand~~Canada. ~~Since inception, we have sold 2,400,000 shares of common stock to our Directors and investors.~~

17The Company intends to continue to transform into a business acquisition corporation and has made advances in obtaining assets and revenue generating subsidiaries. The Company’s fiscal year end is September 30.

~~Table~~PRINCIPLES ofOF ~~Contents~~CONSOLIDATION

WeThe ~~anticipate~~consolidated ~~generating~~financial ~~losses~~statements ~~and,~~comprise ~~therefore~~Olie, ~~may~~Inc. beand ~~unable~~its ~~to continue~~wholly ~~operations~~owned ~~in the future~~subsidiary. All ~~Except~~significant ~~for~~inter-company ~~private~~transactions ~~placement financing from July 2011 through September 2011~~ and anbalances ~~investment by our Directors in 2010, we~~ have ~~not~~been ~~attempted to raise any additional capital~~eliminated. We estimate that we need approximately $100,000 to fund our activities over the next 12 months. We will need to raise approximately an additional $60,000 to fund our activities. Currently, with cash assets of approximately $ 127, based on our projected operations over the next year, we cannot operate if no further funds are raised. Our cash assets are being kept in the United States.

ToDEVELOPMENT date, except for our selling stockholders we have not attempted to raise additional capital from any third party sources. Since we require additional capital, we may have to issue debt or equity or enter into a strategic arrangement with a third party.STAGE

WeThe ~~have~~Company's ~~not~~financial ~~entered~~statements ~~into~~are ~~any~~presented ~~agreements~~as ~~with~~those ~~our~~of ~~Directors~~a ~~for~~development ~~interim financing,~~stage ~~but~~enterprise. weActivities ~~may~~during ~~nevertheless~~the ~~request~~development ~~that~~stage ~~our~~primarily ~~current~~include ~~Directors~~equity ~~provide~~based ~~us with such interim~~ financing. ~~There~~and ~~can~~implementation ~~be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines~~ of ~~credit,~~the orbusiness ~~any other sources~~plan.

~~Going~~RISKS ~~Concern~~AND ~~Consideration~~UNCERTAINTIES

~~Our~~The ~~independent~~Company's ~~auditors~~operations ~~included~~may anbe ~~explanatory~~subject ~~paragraph in their report on the financial statements attached~~ to ~~our~~significant ~~Annual~~risk ~~Report~~and onuncertainties ~~Form~~including ~~10-K~~financial, ~~regarding~~operational, ~~concerns~~technological, ~~about~~regulatory ~~our~~and ~~ability~~other torisks ~~continue as~~associated with a ~~going~~development ~~concern.~~stage ~~Our financial statements for the fiscal period ended September 30~~company, ~~2012~~including ~~contain additional note disclosures describing~~ the ~~circumstances~~potential ~~that~~risk ~~lead~~of tobusiness ~~this disclosure by our independent auditors~~failure.

~~Off-Balance~~USE ~~Sheet~~OF ~~Arrangements~~ESTIMATES

WeThe ~~have~~preparation noof ~~off-balance~~financial ~~sheet~~statements ~~arrangements~~in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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.

~~CRITICAL~~Making ~~ACCOUNTING~~estimates ~~POLICIES~~requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities as of the date of the financial statements and during the applicable periods. We base these estimates on historical experience and on other factors that we believe are reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions and could have a material impact on our financial statements.F-7

~~Refer~~OLIE ~~to Note 1 to the Financial Statements entitled “Summary of Significant Accounting Policies” included in this Annual Report for a discussion of accounting policies utilized by the Company~~INC.

~~There~~(A ~~are~~Development noStage ~~recent accounting pronouncements that are expected to have an effect on the financial statements.~~Company)

~~Item~~NOTES ~~7A. Quantitative~~TO ~~and~~CONSOLIDATED ~~Qualitative Disclosures~~FINANCIAL ~~About Market Risk~~STATEMENTS

~~Not~~CASH ~~applicable.~~AND CASH EQUIVALENTS

18The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.

~~Table~~The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of ~~Contents~~its primary financial institution. The balance at times may exceed federally insured limits. At September 30, 2013 and 2012, there were no balances that exceeded the federally insured limit.

~~ITEM~~SHARE ~~8. Financial~~BASED ~~Statements and Supplementary Data~~PAYMENTS

~~OLIE~~Generally, ~~INC~~all forms of share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. ~~CORP~~Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of operating expense.

(AEARNINGS ~~DEVELOPMENT~~PER ~~STAGE COMPANY)~~SHARE

~~INDEX~~Basic TOloss ~~FINANCIAL~~per ~~STATEMENTS~~share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. The Company has no common stock equivalents.

~~SEPTEMBER~~Since 30the Company reflected a net loss in the reported period, ~~2012~~the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted loss per share is not presented.

~~CONTENTS~~INCOME TAXES

	Page(s)
Report of Independent Registered Public Accounting Firm	F-1
Financial Statements:
Balance Sheets – September 30, 2012 and 2011	F-2
Statements of Operations – Year ended September 30, 2012 , from December 10, 2010 (Inception) to September 30, 2011 and from December 10, 2010 (Inception) to September 30, 2012	F-3
Statement of Stockholder’s Equity (Deficit) – Year ended September 30, 2012 and from December 10, 2010 (Inception) to September 30, 2011	F-4
Statements of Cash Flows – Year ended September 30, 2012, from December 10, 2010 (Inception) to September 30, 2011 and from December 10, 2010 (Inception) to September 30, 2012	F-5
Notes to Financial Statements	F-6 - F-11

Provisions for federal and state income taxes are calculated based on reported pre-tax earnings and current tax law.

19Significant judgment is required in determining income tax provisions and evaluating tax positions. The Company periodically assesses its liabilities and contingencies for all periods that are currently open to examination or have not been effectively settled based on the most current available information. When it is not more likely than not that a tax position will be sustained, the Company records its best estimate of the resulting tax liability and any applicable interest and penalties in the financial statements.

~~Table~~Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of ~~Contents~~assets and liabilities and their reported amounts in the financial statements using statutory rates in effect for the year in which the differences are expected to reverse. The Company presents the tax effects of these deferred tax assets and liabilities separately for each major tax jurisdiction.

F-18

~~Table~~OLIE ~~of Contents~~INC.

Olie, Inc.
(A Development Stage Company)
Balance Sheets
		September 30, 2012			September 30, 2011
Assets
Current Assets
Cash	$	127		$	38,068
Total Current Assets		127			38,068
Total Assets	$	127		$	38,068
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accrued expenses and accounts payable	$	2,389		$	—
Loan payable		5,970
Loan payable - related party		465			465
Total Current Liabilities		8,824			465
Stockholders' Equity (Deficit)
Common stock, $0.0001 par value, 200,000,000 shares authorized;
2,400,000 shares issued and outstanding		240			240
Additional paid-in capital		39,960			39,960
Deficit accumulated during the development stage		(48,897	)		(1,917	)
Subscriptions receivable		—			(680	)
Total Stockholders' Equity (Deficit)		(8,697	)		37,603
Total Liabilities and Stockholders' Equity (Deficit)	$	127		$	38,068

(A Development Stage Company)

~~F-2~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Table~~The effect on deferred tax assets and liabilities of ~~Contents~~a change in tax rates is recognized in the results of operations in the period that the changes are enacted. The Company records a valuation allowance to reduce deferred tax assets when it is more likely than not that some portion of the asset may not be realized. The Company evaluates its deferred tax assets and liabilities on a periodic basis.

Olie, Inc.
(A Development Stage Company)
Statements of Operations
		Year Ended			From December 10, 2010 (Inception) to			From December 10, 2010 (Inception) to
		September 30, 2012			September 30, 2011			September 30, 2012
General and administrative expenses	$	46,981		$	1,917		$	48,897
Net loss	$	(46,981	)	$	(1,917	)	$	(48,897	)
Net loss per common share - basic and diluted	$	(0.02	)	$	(0.00	)	$	(0.02	)
Weighted average number of common shares outstanding
during the period - basic and diluted		2,400,000			2,054,422			2,246,061

RECLASSIFICATIONS

~~F-3~~Certain reclassifications have been made to prior year financial statements in order for them to be in conformity with the current year presentation. The reclassifications had no impact on change in net assets.

~~Table~~RECENT ofACCOUNTING ~~Contents~~PRONOUNCEMENTS

Olie, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
													Total
					Additional		Deficit						Stockholders'
	Common Stock, $0.0001 Par Value				Paid In		Accumulated during			Subscription			Equity
	Shares		Amount		Capital		Development Stage			Receivable			(Deficit)
Stock issued to related parties ($0.0001/share)		20,00,000	$	200	$	—	$	—		$	(200	)	$	—
Stock issued for cash and subscriptions ($0.10/share)		4,00,000		40		39,960		—			(480	)		39,520
Net loss - from December 10, 2010 (inception) to September 30, 2011		—		—		—		(1,917	)		—			(1,917	)
Balance - September 30, 2011		24,00,000		240		39,960		(1,917	)		(680	)		37,603
Receipt of prior period subscriptions receivable		—		—		—		—			680			680
Net loss - year ended September 30, 2012		—		—		—		(46,981	)		—			(46,981	)
Balance - September 30, 2012		24,00,000	$	240	$	39,960	$	(48,897	)	$	—		$	(8,697	)

There are no recent accounting pronouncements that are expected to have an effect on the Company’s financial statements.

~~F-4~~NOTE 2. GOING CONCERN

~~Table~~The Company’s financial statements are prepared using accounting principles generally accepted in the United States of ~~Contents~~America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of September 30, 2013, the Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

Olie, Inc.
(A Development Stage Company)
Statements of Cash Flows
		Year Ended September 30, 2012			From December 10, 2010 (Inception) to September 30, 2011			From December 10, 2010 (Inception) to September 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(46,981	)	$	(1,917	)	$	(48,897	)
Changes in operating assets and liabilities:
Increase in accounts payable		2,389			—			2,389
Net Cash Used In Operating Activities		(44,592	)		(1,917	)		(46,508	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan payable - related party		—			465			465
Proceeds from loan payable		5,970			—			5,970
Proceeds from issuance of common stock		680			39,520			40,200
Net Cash Provided By Financing Activities		6,650			39,985			46,635
Net Increase (Decrease) in Cash		(37,942	)		38,068			127
Cash - Beginning of Year/Period		38,068			—			—
Cash - End of Year/Period	$	127		$	38,068		$	127
Supplemental Disclosure of Cash Flow Information:
Cash Paid During the Year/Period for:
Income Taxes	$	—		$	—		$	—
Interest	$	—		$	—		$	—
Supplemental Disclosure of Non-Cash Financing Activity:
Stock issued for subscriptions receivable - related parties	$	—		$	200		$	—
Stock issued for subscriptions receivable - other	$	—		$	480		$	—

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

~~F-5~~There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Table~~NOTE of3. ~~Contents~~INCOME TAXES

~~Olie~~The Company has net operating loss carryforwards totaling approximately $17,895,000 ~~Inc~~at September 30, 2013, expiring through 2033. Utilization of these net operating losses may be limited due to potential ownership changes under the Internal Revenue Code.

(ASignificant ~~Development~~deferred ~~Stage~~tax ~~Company)~~assets at September 30, 2013 and 2012 are approximately as follows:

Notes to Financial Statements

	September 30, 2013			September 30, 2012
Gross deferred tax assets:
Net operating loss carryforward	$	(7,873,800	)	$	(20,000	)
Total deferred tax assets		7,873,800			20,000
Less: Valuation allowance		(7,873,800	)		(20,000	)
Net deferred tax assets recorded	$	-		$	-

~~September 30, 2012 and 2011~~ F-9

~~Note~~OLIE ~~1 Nature of Operations and Summary of Significant Accounting Policies~~INC.

~~Nature~~(A ofDevelopment ~~Operations~~Stage Company)

~~Olie,~~NOTES ~~Inc.~~TO ~~(the~~CONSOLIDATED ~~“Company”),~~FINANCIAL ~~was incorporated in the State of Delaware on December 10, 2010. The Company is headquartered in Israel.~~STATEMENTS

The ~~Company~~valuation ~~intends~~allowance toat ~~operate~~September a30, ~~music~~2012 ~~production company~~was $20,000. The increase in valuation allowance during the period ended September 30, 2013 was approximately $7,853,800. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

~~The~~Management ~~Company’s~~considers ~~fiscal~~the ~~year~~scheduled ~~end~~reversal isof deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of September 30, 2013.

~~Development~~The ~~Stage~~Company has not filed its Federal or State income tax returns for the years ended September 30, 2013 and 2012. Management plans to file all delinquent tax returns as soon as possible.

~~The~~Taxpayers ~~Company's~~who ~~financial~~don’t ~~statements~~file ~~are~~past ~~presented as~~due ~~those~~returns ofmay abe ~~development~~subject ~~stage~~to ~~enterprise. Activities during~~ the ~~development stage primarily include equity based financing and implementation of the business plan.~~following:

~~Risks~~· Assessment of penalties and ~~Uncertainties~~interest,

~~The~~· ~~Company's~~A ~~operations~~substitute return may be ~~subject to~~filed ~~significant~~by ~~risk~~tax ~~and~~agency ~~uncertainties~~based ~~including~~on ~~financial,~~information ~~operational,~~the ~~technological,~~tax ~~regulatory~~agency ~~and~~has from other ~~risks~~sources. ~~associated~~It ~~with a~~will ~~development~~not ~~stage~~include ~~company,~~any ~~including~~additional ~~the~~exemptions ~~potential~~or ~~risk~~expenses ofand ~~business~~may ~~failure.~~overstate the Company’s tax liability,

~~Use~~· ofLevy ~~Estimates~~on bank account,

~~The~~· ~~preparation~~Federal ~~of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates~~ and/or ~~assumptions~~state ~~that~~tax 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.lien

~~Making~~· ~~estimates~~Loss ~~requires management to exercise significant judgment. It is at least reasonably possible that the estimate~~ of ~~the~~net ~~effect~~operating ofloss acarryback; condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.and

~~Cash~~· Revocation of corporate charter

The ~~Company~~income ~~considers~~tax ~~all~~returns ~~highly~~filed ~~liquid~~for ~~instruments purchased~~the ~~with~~tax ayears ~~maturity~~from ofinception ~~three~~would ~~months~~be orsubject ~~less~~to ~~and~~examination ~~money~~by ~~market~~the ~~accounts~~relevant totaxing ~~be cash equivalents~~authorities.

~~F-6~~There was no income tax expense for the years ended September 30, 2013 and 2012 due to the Company’s net losses.

~~Table~~The actual tax benefit differs from the expected tax benefit for the years ended September 30, 2013 and 2012, respectively, (computed by applying the U.S. Federal Corporate tax rate of ~~Contents~~34% to income before taxes and a state rate of 10%, for a blended rate of 40.6%) as follows:

Olie, Inc.

	September 30, 2013			September 30, 2012
Expected tax benefit - Federal	$	(6,064,300	)	$	(14,000	)
Expected tax benefit - State		(1,789,500	)		(5,000	)
Change in valuation allowance		7,853,800			19,000
Actual tax expense (benefit)	$	-		$	-

~~(A Development Stage Company)~~F-10

~~Notes~~OLIE ~~to Financial Statements~~INC.

~~September~~(A ~~30,~~Development ~~2012~~Stage ~~and 2011~~ Company)

~~The~~NOTES ~~Company~~TO ~~minimizes~~CONSOLIDATED ~~its~~FINANCIAL credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At September 30, 2012 and 2011, there were no balances that exceeded the federally insured limit.STATEMENTS

~~Share~~NOTE ~~Based~~4. ~~Payments~~FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

~~Generally,~~The ~~all~~Company ~~forms~~measures ofassets ~~share-based~~and ~~payments, including~~liabilities ~~stock~~at ~~option~~fair ~~grants,~~value ~~warrants,~~based ~~restricted~~on ~~stock~~an ~~grants~~expected ~~and~~exit ~~stock~~price ~~appreciation~~as ~~rights,~~defined ~~are~~by ~~measured~~the atauthoritative ~~their~~guidance on fair value on measurements, which represents the ~~awards’~~amount ~~grant~~that ~~date,~~would ~~and~~be ~~based~~received on the ~~estimated~~sale ~~number~~ of ~~awards~~an ~~that~~asset ~~are~~or ~~ultimately~~paid ~~expected~~ to ~~vest~~transfer a liability, as the case may be, in an orderly transaction between market participants. ~~Share-~~As such, fair value may be based ~~payment~~ ~~awards~~on ~~issued~~assumptions tothat ~~non-employees~~market ~~for~~participants ~~services~~would ~~rendered~~use ~~are~~in ~~recorded~~pricing atan ~~either~~asset ~~the~~or liability. The authoritative guidance on fair value ofmeasurements ~~the~~establishes ~~services~~a ~~rendered~~consistent ~~or the~~framework for measuring fair value ofon ~~the~~either ~~share-based~~a ~~payment~~recurring or nonrecurring basis whereby inputs, ~~whichever~~used isin ~~more~~valuation ~~readily~~techniques, ~~determinable.~~are ~~The~~assigned ~~expense~~a ~~resulting~~hierarchical ~~from~~level. ~~share-based~~The ~~payments~~ following are ~~recorded~~the ashierarchical alevels ~~component~~ of ~~general~~inputs ~~and~~to ~~administrative~~measure ~~expense.~~fair value:

~~The~~• ~~Company~~Level ~~has~~1: ~~not~~Observable ~~had~~inputs ~~any~~that ~~share~~reflect ~~based~~quoted ~~payments since~~prices ~~inception~~(unadjusted) for identical assets or liabilities in active markets.

Earnings per Share

	•		Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	•		Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

~~Basic~~The ~~loss~~Company's ~~per~~financial ~~share~~instruments isconsisted ~~computed~~of byaccrued ~~dividing net~~expenses ~~loss~~and byaccounts ~~weighted~~payable, ~~average~~loan ~~number~~payable ofand ~~shares~~loan ofpayable ~~common~~– ~~stock~~related ~~outstanding during each period~~party. ~~Diluted~~The ~~loss~~carrying ~~per~~amount ~~share~~of isthe ~~computed by~~Company's ~~dividing~~financial ~~net~~instruments ~~loss~~generally byapproximate ~~the~~their ~~weighted~~fair ~~average~~value ~~number~~as of ~~shares~~September of30, ~~common stock~~2013, ~~common~~due ~~stock~~to ~~equivalents and potentially dilutive securities outstanding during~~ the ~~period.~~short-term ~~The~~nature ~~Company~~of ~~has~~these ~~no common stock equivalents~~instruments.

~~Since~~NOTE ~~the Company reflected a net loss in the reported period, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive~~5. ANOTE ~~separate computation of diluted loss per share is not presented.~~PAYABLE

~~Income~~In ~~Taxes~~July 2012, the Company received $5,970. The loan is non-interest bearing, unsecured, and was due and paid on July 31, 2013.

~~Provisions~~During the year ending September 30, 2013, various non related parties paid certain expenses for ~~federal~~the ~~and~~Company ~~state~~in ~~income~~the ~~taxes are~~amount ~~calculated~~of ~~based~~$123,975. onThe ~~reported~~loans ~~pre~~are non-~~tax~~interest ~~earnings~~bearing, unsecured and ~~current~~due ~~tax~~on ~~law~~demand.

~~Significant~~NOTE ~~judgment is required in determining income tax provisions and evaluating tax positions~~6. ~~The~~DUE ~~Company~~TO ~~periodically~~RELATED assesses its liabilities and contingencies for all periods that are currently open to examination or have not been effectively settled based on the most current available information. When it is not more likely than not that a tax position will be sustained, the Company records its best estimate of the resulting tax liability and any applicable interest and penalties in the financial statements.PARTIES

FIn February 2011, the Company’s Secretary loaned $465. The loan is non-7interest bearing, unsecured, and due on demand.

~~Table~~As of ~~Contents~~September 30, 2013, the Company owed Robert Gardner, CEO $40,723 for certain expenses paid for on behalf of the Company. The loan bears interest at 6% per annum, is unsecured and due on demand. During the year additional advances, in the amount of $282,389, including $200,000 paid for the acquisition of EnCanSol Capital Corporation (agreement subsequently terminated and costs were written off as an impairment) were received and exchanged for preferred and common shares, as described in Note 7. Accrued interest, in the amount of $4,503 was due as of September 30, 2013.

~~Olie, Inc.~~F-11

(AOLIE ~~Development Stage Company)~~INC.

~~Notes~~(A toDevelopment ~~Financial~~Stage ~~Statements~~Company)

~~September~~NOTES ~~30,~~TO ~~2012~~CONSOLIDATED ~~and 2011~~ FINANCIAL STATEMENTS

~~Deferred~~NOTE tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements using statutory rates in effect for the year in which the differences are expected to reverse7. ~~The~~COMMON ~~Company~~AND ~~presents~~PREFERRED ~~the tax effects of these deferred tax assets and liabilities separately for each major tax jurisdiction.~~STOCK

~~The~~STOCK effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that the changes are enacted. The Company records a valuation allowance to reduce deferred tax assets when it is more likely than not that some portion of the asset may not be realized. The Company evaluates its deferred tax assets and liabilities on a periodic basis.TRANSACTIONS

~~Recent~~On ~~Accounting~~November ~~Pronouncements~~29, 2012 a Written Consent to Action without a Meeting form was executed by shareholders to facilitate the 40 to 1 forward stock split. On December 19, 2012 FINRA declared effective a Forty-for-One (40-for-1) forward split of our shares. The forward split was approved by a majority of the holders of our outstanding share capital. The common shares and per share information included in the financial statements have been retroactively restated for the forty to one (40:1) forward split approved on December 19, 2012.

~~There~~On ~~are~~December no10, ~~recent~~2010 ~~accounting~~(date ~~pronouncements that~~of ~~are~~inception) ~~expected~~the toCompany ~~have~~issued an80,000,000 ~~effect~~shares onof ~~the~~common ~~Company’s~~stock ~~financial~~(2,000,000 ~~statements~~pre-split shares) to founders at a subscription price of $200 ($0.0000025/share).

~~Note~~On 2September ~~Going~~1, ~~Concern~~2011, the Company issued 16,000,000 shares of common stock (400,000 pre-split shares), to individuals, in exchange for $40,000 cash at $0.025 per share.

AsOn ~~reflected~~April in29, ~~the accompanying financial statements~~2013, the Company ~~had~~issued ~~a net loss of $46~~500,~~981~~000 ~~and~~shares ~~net cash used in operations~~ of ~~$44,592~~common stock for ~~the~~services ~~period ended September 30, 2012~~rendered. These ~~The~~shares ~~Company~~were ~~has~~valued aat ~~working capital deficit and stockholders’ deficit of~~ $8325,~~697 at September 30, 2012~~000. ~~The Company is in the development stage and has not generated any revenues since inception.~~

~~The~~On ~~ability~~June of18, 2013, the Company tochanged ~~continue~~ its ~~operations~~ iscommon ~~dependent~~stock onpar ~~Management's~~value ~~plans, which include the raising of capital through debt and/or equity markets with some additional funding~~ from ~~other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements~~$.0001 ~~The Company may need~~ to ~~incur additional liabilities with certain related parties to sustain the Company’s existence~~$.00001.

~~The~~On ~~Company~~June ~~will~~25, ~~require~~2013, ~~additional~~the ~~funding to~~Company ~~finance~~issued ~~the~~2 ~~growth~~billion shares of ~~its~~common ~~current~~stock ~~and~~to ~~expected~~its ~~future~~CEO ~~operations~~in asexchange ~~well~~for as$20,000 toof ~~achieve~~debt ~~its strategic objectives~~owed. These ~~The~~shares ~~Company believes~~were ~~its~~valued ~~current~~at ~~available~~$12,786,883, ~~cash along~~ with ~~anticipated~~a ~~revenues~~corresponding ~~may~~charge ~~be insufficient~~ to ~~meet~~a ~~its~~loss ~~cash~~on ~~needs~~exchange ~~for~~of ~~the~~debt, ~~near future. There can be no assurance that financing will be available~~ in ~~amounts or terms acceptable to~~ the ~~Company,~~amount ifof ~~at all~~$12,766,883.

~~The~~On ~~accompanying~~August ~~financial~~9, ~~statements~~2013, ~~have been~~the ~~prepared~~Company onissued ~~a going concern basis~~168,000,000 ~~which~~shares ~~contemplates the realization~~ of ~~assets~~common ~~and~~stock ~~the~~to ~~satisfaction~~various ofconsultants ~~liabilities~~for inservices ~~the normal course of business~~rendered. These ~~financial~~shares ~~statements~~were dovalued ~~not~~at ~~include any adjustments relating to~~ the ~~recovery~~fair ofmarket ~~the~~trading ~~recorded assets~~value, orin the ~~classification~~amount of ~~the~~$4,233,600, ~~liabilities~~at ~~that might be necessary should~~ the ~~Company~~date beof ~~unable to continue as a going concern~~grant.

~~F-8~~PREFERRED STOCK

~~Table~~There are 4 shares of ~~Contents~~Series A preferred stock authorized and zero issued and outstanding. These shares have a par value of $.0001 per share.

~~Olie~~The holders of Series B preferred stock are entitled to receive dividends when, ~~Inc~~and if declared by the Board of Directors, in its sole discretion. Upon liquidation, dissolution or winding up of the corporation, whether voluntarily or involuntarily, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series B preferred stock, the holders of the Series B preferred stock are entitled to be paid out of the assets of the corporation an amount equal to $1.00 per share or in the event of an aggregate subscription by a single subscriber for Series B preferred stock in excess of $100,000, $0.997 per share (as adjusted for any stock dividends, combinations, splits and recapitalization), plus all declared but unpaid dividends, for each share of Series B preferred stock held. After the payment of the full applicable preference value of each share of the Series B preferred stock, the remaining assets of the corporation legally available for distribution, if any, will be distributed ratably to the holders of the corporation’s common stock. There are 10,000,000 shares authorized and zero issued and outstanding. These shares have a par value of $.0001 per share.

~~(A Development Stage Company)~~F-12

~~Notes~~OLIE ~~to Financial Statements~~INC.

~~September~~(A ~~30,~~Development ~~2012~~Stage ~~and 2011~~ Company)

~~Note~~NOTES 3TO ~~Income~~CONSOLIDATED ~~Taxes~~FINANCIAL STATEMENTS

The ~~Company~~holders ~~has~~of ~~net~~Series ~~operating~~C ~~loss~~preferred ~~carryforwards totaling~~stock ~~approximately~~are entitled to receive dividends when, and if declared by the Board of Directors, in its sole discretion. Upon liquidation, dissolution or winding up of the corporation, whether voluntarily or involuntarily, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series C preferred stock, the holders of the Series C preferred stock are entitled to be paid out of the assets of the corporation an amount equal to $491.00 per share or in the event of an aggregate subscription by a single subscriber for Series C preferred stock in excess of $100,000, at$0.997 ~~September~~per 30share (as adjusted for any stock dividends, ~~2012~~combinations, ~~expiring~~splits ~~through~~and ~~2032~~recapitalization), plus all declared but unpaid dividends, for each share of Series C preferred stock held. After ~~Utilization~~the payment of ~~these~~the ~~net~~full ~~operating~~applicable ~~losses~~preference ~~may~~value of each share of the Series C preferred stock, the remaining assets of the corporation legally available for distribution, if any, will be ~~limited due~~distributed ratably to ~~potential~~the ~~ownership~~holders ~~changes~~of ~~under~~ the ~~Internal~~corporation’s ~~Revenue~~common ~~Code~~stock. There are 25,000,000 shares authorized and zero issued and outstanding. These shares have a par value of $.0001 per share.

~~Significant~~The ~~deferred~~holders ~~tax~~of Series D preferred stock are entitled to receive dividends when, and if declared by the Board of Directors, in its sole discretion. Upon liquidation, dissolution or winding up of the corporation, whether voluntarily or involuntarily, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series D preferred stock, the holders of the Series D preferred stock are entitled to be paid out of the assets atof ~~September 30~~the corporation an amount equal to $1.00 per share or in the event of an aggregate subscription by a single subscriber for Series D preferred stock in excess of $100,000, ~~2012~~$0.997 per share (as adjusted for any stock dividends, combinations, splits and ~~2011~~recapitalization), plus all declared but unpaid dividends, for each share of Series D preferred stock held. After the payment of the full applicable preference value of each share of the Series D preferred stock, the remaining assets of the corporation legally available for distribution, if any, will be distributed ratably to the holders of the corporation’s common stock. There are ~~approximately~~10,000,000 asshares ~~follows:~~authorized and zero issued and outstanding. These shares have a par value of $.0001 per share.

		September 30, 2012			September 30, 2011
Gross deferred tax assets:
Net operating loss carryforward	$	(20,000	)	$	(1,000	)
Total deferred tax assets		20,000			1,000
Less: Valuation allowance		(20,000	)		(1,000	)
Net deferred tax assets recorded	$	—		$	—

On June 25, 2013, the Company issued 104,955 shares of Preferred Series B stock to the CEO in exchange for debt. These shares were valued at $262,389, the amount of debt exchanged (valued at $2.50 per share).

~~The~~NOTE ~~valuation allowance at September 30, 2011 (inception) was $1,000~~8. ~~The~~RELATED ~~increase~~PARTY in valuation allowance during the period ended September 30, 2012 was approximately $19,000. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.TRANSACTIONS

~~Management~~In ~~considers~~support of the ~~scheduled~~Company’s ~~reversal of~~efforts ~~deferred~~and ~~income~~cash ~~tax liabilities~~requirements, ~~projected~~it ~~future~~is ~~taxable~~relying ~~income,~~on ~~and~~advances ~~tax~~from ~~planning~~its ~~strategies~~shareholders inand ~~making~~related ~~this~~parties ~~assessment.~~until ~~Based on~~such ~~consideration~~time ofthat ~~these~~the ~~items,~~Company ~~management~~can ~~has~~support ~~determined~~its ~~that~~operations ~~enough~~or ~~uncertainty~~attains ~~exists~~adequate ~~relative~~financing tothrough ~~the~~sales ~~realization~~ of ~~the~~its ~~deferred income~~equity ~~tax~~or ~~asset~~traditional ~~balances~~debt tofinancing. ~~warrant~~There ~~the~~is ~~application~~no offormal awritten ~~full~~commitment ~~valuation~~for ~~allowance~~continued assupport ofby ~~September 30, 2012~~shareholders.

~~The~~As ~~Company~~of September 30, 2013, there has ~~not~~been ~~filed~~$323,577 ~~its~~advanced ~~Federal~~from orthese ~~State income~~related ~~tax~~parties. ~~returns~~The ~~for~~balance is documented with a demand note that carries no repayment terms and 6% per annum interest. During the ~~years~~quarter ~~ended~~ending September 30, ~~2012~~2013, ~~and~~the ~~2011~~Company forgave $282,389 of the debt. The ~~Management~~balance ~~plans~~due to ~~file~~the ~~all~~related ~~delinquent~~party ~~tax~~at ~~returns~~September as30, ~~soon as~~2013 ~~possible~~and September 30, 2012 was $41,188 and $465, respectively.

~~Taxpayers~~The ~~who~~above ~~don’t~~amount ~~file~~is ~~past~~not ~~due~~necessarily ~~returns may~~indicative beof ~~subject~~the toamounts ~~the~~that ~~following:~~would have been incurred had comparable transactions been entered into with independent parties.

·During ~~Assessment~~the year ended September 30, 2013, 2 billion shares of ~~penalties~~common stock and ~~interest~~104,955 shares of Preferred Series B stock were issued to the CEO and were valued at $12,766,893. See Note 7 for details.

·NOTE ~~A substitute return may be filed by tax agency based on information the tax agency has from other sources~~9. ItSUBSEQUENT ~~will not include any additional exemptions or expenses and may overstate the Company’s tax liability,~~EVENTS

·In ~~Levy~~accordance onwith ~~bank~~ASC ~~account~~855-10, management has evaluated subsequent events through the date the financial statements were issued.

·On ~~Federal~~November ~~and/or~~3, ~~state~~2013, ~~tax~~the ~~lien~~Company created a series of anti-dilutive convertible preferred shares.

·On ~~Loss~~November 16, 2013, the Company entered into an agreement to purchase all assets and liabilities of ~~net~~Settlement ~~operating~~Management ~~loss~~Series ~~carryback;~~1, LLC (SETI) in exchange for 2,000,000 shares of Preferred Series B stock and 4.9% of the total issued and outstanding common stock. This transaction will make SETI a wholly owned subsidiary of the Company.

·On ~~Revocation~~December 17, 2013, the Company completed an assignment for $20,000,000 MTN, credit linked to a Triple A US Treasury Strip. This MTN matures in ten years and bears interest of ~~corporate~~5% ~~charter~~per annum.

F-913

~~Table~~ITEM of9. ~~Contents~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Olie~~On February 8, ~~Inc~~2013 the company informed its registered independent public accountant, Berman & Company PA. (“B&Co”), of Boca Raton Florida of their dismissal. The Board of Directors approved the decision to change independent accountants and there have been no disagreements with B&CO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of B&CO would have caused them to make reference thereto in their report on the financial statements.

On February 8, 2013, the Company engaged Drake, Klein, Messineo, CPAs PA (A“DKM”) ~~Development~~of ~~Stage~~Clearwater, Florida, as its new registered independent public accountant. On May 10, 2013 the Company dismissed DKM and engaged Messineo & Co., CPAs, LLC (“M&Co”). DKM did not audit any periods and issued no reports. There were no disagreements with DKM on any matter of accounting principles or practices, financial statement disclosures or audit scope or procedure, which disagreements, if not resolved to the satisfaction of DKM would have caused them to make reference thereto to filings or their report on the financial statements.

~~Notes~~ITEM to9A. ~~Financial~~CONTROLS ~~Statements~~AND PROCEDURES

~~September~~(a) ~~30,~~Disclosure ~~2012~~Controls and ~~2011~~ Procedures

~~The~~Disclosure ~~income~~controls ~~tax~~and ~~returns~~procedures ~~filed~~are ~~for~~ the ~~tax~~ ~~years~~controls ~~from~~and ~~inception~~other ~~would~~procedures that are designed to provide reasonable assurance that information required to be ~~subject~~disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ~~examination~~ensure that information required to be disclosed by an issuer in the ~~relevant~~reports ~~taxing~~that ~~authorities~~it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the principal executive and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

~~There~~We ~~was~~have nocarried ~~income~~out ~~tax~~an ~~expense~~evaluation, ~~for~~under the ~~years ended~~supervision ~~September~~and 30with the participation of our Chief Executive Officer and Chief Financial Officer, ~~2012~~of the effectiveness of our disclosure controls and ~~2011~~procedures, ~~due~~as todefined in Rules 13a-15(e) and 15d-15(e) of the ~~Company’s~~Exchange ~~net~~Act ~~losses~~as of the end of the fiscal year covered by this Annual Report.

~~The~~Based ~~actual~~on ~~tax~~that ~~benefit~~evaluation, ~~differs~~our ~~from~~Chief ~~the~~Executive ~~expected tax~~Officer ~~benefit~~and ~~for~~Chief ~~the~~Financial ~~years~~Officer ~~ended~~have ~~September~~concluded ~~30,~~that ~~2012~~the ~~and~~Company’s ~~2011,~~disclosure ~~respectively,~~controls ~~(computed~~and byprocedures ~~applying~~were ~~the~~effective ~~U.S.~~as ~~Federal~~of ~~Corporate~~the ~~tax rate~~end of ~~34%~~the tofiscal ~~income~~year ~~before~~covered ~~taxes~~by ~~and~~this aAnnual ~~state~~Report ~~rate~~on ofForm 10~~%, for a blended rate of 40~~-K.~~6%) as follows:~~

Expected tax expense (benefit) - Federal		September 30, 2012 $ (14,000)			September 30, 2011 $ (1,000)
Expected tax expense (benefit) – State		(5000	)		—
Change in valuation allowance		19,000			1,000
Actual tax expense (benefit)	$	—		$	—

(b) Management’s Annual Report on Internal Control over Financial Reporting

~~Note~~Management 4is ~~Fair~~responsible ~~Value~~for establishing and maintaining adequate internal control over financial reporting, as defined in Securities Exchange Act Rule 13a-15(f). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of ~~Financial~~financial ~~Assets~~ reporting and ~~Liabilities~~preparation of financial statements for external purposes in accordance with U.S. GAAP. This annual report does not include a report of management's assessment regarding internal control over financial reporting due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

~~The~~(c) ~~Company~~Change measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in anInternal ~~orderly~~Control ~~transaction between~~over ~~market~~Financial participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:Reporting

•There ~~Level~~were 1:no ~~Observable~~significant ~~inputs~~changes ~~that~~to ~~reflect~~our ~~quoted~~internal ~~prices~~control over financial reporting (~~unadjusted~~as defined in Rules 13a-15(f) ~~for~~and ~~identical~~15d-15(f) ~~assets~~under the Exchange Act) during the period covered by this report, that could materially affect, or ~~liabilities~~are inreasonably ~~active~~likely ~~markets~~to materially affect, our internal control over financial reporting.

	•		Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	•		Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

ITEM 9B. OTHER INFORMATION

~~The Company's financial instruments consisted of accrued expenses and accounts payable, loan payable and loan payable – related party~~None. ~~The carrying amount of the Company's financial instruments generally approximate their fair value as of September 30, 2012, due to the short-term nature of these instruments.~~

~~F-10~~12

~~Table~~PART ~~of Contents~~III

~~Olie,~~ITEM ~~Inc~~10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

(AOur ~~Development~~Directors ~~Stage~~hold ~~Company)~~office until the next annual general meeting of the stockholders or until their successors are elected and qualified. Our officers are appointed by our Board of Directors and hold office until the earlier of their death, retirement, resignation, or removal.

~~Notes~~Our toofficers ~~Financial~~and ~~Statements~~Directors and their ages and positions are as follows:

September 30, 2012 and 2011

Name		Age		Position
Robert Gardner		73		President, Chief Executive Officer, Chief Financial Officer and Director

~~Note~~Mr. 5Robert ~~Loan Payable~~ Gardner

InSet ~~July~~forth ~~2012,~~below ~~the~~is ~~Company~~a ~~received~~brief ~~$5,970. The~~description ~~loan~~of isthe ~~non-interest~~background ~~bearing,~~and ~~unsecured,~~business ~~and~~experience ~~due~~of oneach ~~July~~of ~~31,~~our ~~2013~~current executive officers and directors.

~~Note~~Robert 6Gardner ~~Loan~~was ~~Payable~~appointed –President, ~~Related~~Chief ~~Party~~Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director on September 10, 2012. He is the Proprietor and Principal of Gardner & Associates in Vancouver. He is a Barrister and Solicitor in the Province of British Columbia where he was called and admitted in 1966. He is currently President of Q-Gold Resources Ltd., a position he has held since approximately July of 2010. Formerly, he was Chairman of Viridis Energy, Inc. from approximately December 2009 until April 2011. He also served as President, CFO and Secretary of First Star Resources, Inc. from November 2010 through approximately December 2011. He was a member of the Board and Chairman of Stealth Energy from approximately 2006 until his resignation in approximately July 2011. He was Chairman and a member of the Board of Genco Resources (now Silvermex Resources, Inc.) from approximately February 2003 until his resignation in May 2010. During his time at Genco Resources, he also served as acting CEO from January 2009 to February 2010. He was a Director for Kootenay Gold, Inc. from June 2003 until his resignation in March 2009. He served as Chairman of Andover Resources from December 2006 until his resignation in September 2008. He was on the Board of Chief Consolidated Mining as an U.S.-associated company to Andover from March 2008 until his resignation in 2010. He was a Director for Atlas Technology Group from August 2005 until his resignation in February 2009. He served as Chairman of Bolero Resources Corp. from February 2006 until his resignation in February 2008. He was on the Board of Directors of Getty Copper from approximately 2003 until his resignation in November 2004. He was a director of Triple Dragon Resources, Inc. from February 23, 2006 to June 4, 2007.

InMr. ~~February~~Gardner ~~2011,~~was called to the ~~Company’s~~Bar ~~Secretary loaned~~of ~~$465.~~England ~~The~~and ~~loan~~Wales in 1964 and called and admitted in British Columbia in 1966. He is ~~non-interest~~a ~~bearing~~member of the Honourable Society of the Inner Temple (London). He graduated from Cambridge University in 1961 with a BA, ~~unsecured~~in 1962 with an LLB, in 1965 with an MA, and ~~due~~in on1995 ~~demand~~with an LLM. He was made a Queens Counsel in 1989.

~~Note~~Term 7of ~~Stockholders’ Equity (Deficit)~~Office

~~From~~Our ~~December~~Directors ~~10,~~are ~~2010~~appointed ~~(inception)~~for a one year term to ~~September 30,~~hold ~~2011,~~office until the ~~Company~~next ~~issued~~annual ~~the~~general ~~following~~meeting ~~shares:~~of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Type	Quantity		Valuation		Value per share
Cash – related parties	2,000,000	$	200	$	0.0001
Cash - other	400,000		40,000	$	0.10
Total	2,400,000	$	40,200		$0.0001 - $0.10

Family Relationships

AtThere ~~September~~are ~~30,~~no ~~2011,~~family relationships between or among the ~~Company~~directors, ~~had~~executive ~~stock subscriptions~~officers ~~receivable~~or ofpersons ~~$680,~~nominated ~~which~~or ~~were~~chosen ~~received~~by inus ~~2012~~to become directors or executive officers.

~~F-11~~13

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

~~Item~~We 9do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. ~~Changes~~ InAs ~~and~~such, ~~Disagreements With~~our ~~Accountants~~entire onBoard ~~Accounting~~of ~~and~~Directors ~~Financial~~acts ~~Disclosure~~as our audit committee.

~~None.~~Audit Committee Financial Expert

~~Item~~Our 9ABoard of Directors does not currently have any member who qualifies as an audit committee financial expert. ~~Controls~~ ~~and~~We ~~Procedures~~believe that the cost related to retaining such a financial expert at this time is prohibitive. Further, because we are in the start-up stage of our business operations, we believe the services of an audit committee financial expert are not warranted at this time.

~~(a)~~Involvement ~~Disclosure~~in ~~Controls~~Legal ~~and Procedures~~Proceedings

~~Disclosure~~None ~~controls~~of ~~and~~our ~~procedures~~Directors, ~~are the~~nominee ~~controls~~for ~~and~~Directors, ~~other procedures that are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files~~ or ~~submits~~officers ~~under~~has ~~the~~appeared ~~Securities Exchange Act of 1934,~~ as ~~amended~~a ~~(the~~party ~~“Exchange~~during ~~Act”) is recorded, processed, summarized and reported within~~ the ~~time~~past ~~periods~~ten ~~specified~~years in ~~the~~any ~~Securities~~legal ~~and~~proceedings ~~Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure~~ that ~~information~~ ~~required~~may tobear beon ~~disclosed~~his byability ~~an issuer in the reports that it files~~ or ~~submits~~integrity ~~under the Exchange Act is accumulated and communicated~~ to ~~the~~serve ~~issuer’s~~as ~~management,~~a ~~including~~Director ~~the~~or ~~principal executive and principal financial~~ officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of ~~achieving~~ the ~~desired control objectives~~Company.

WeBoard ~~have~~Leadership carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the fiscal year covered by this Annual Report.Structure

~~Based~~The onCompany ~~that~~has ~~evaluation,~~chosen ~~our~~to ~~Chief~~combine ~~Executive Officer~~the principal executive officer and ~~Chief~~Board ~~Financial~~chairman ~~Officer~~positions. ~~have~~The ~~concluded~~Company believes that this Board leadership structure is the most appropriate for the Company’s ~~disclosure~~for ~~controls~~the following reasons. First, the Company is a development stage company and ~~procedures~~at ~~were~~this ~~effective~~early as stage it is more efficient to have the leadership of the ~~end~~Board in the same hands as the principal executive officer of the ~~fiscal~~Company. ~~year~~The ~~covered~~challenges faced by the Company at this ~~Annual~~stage ~~Report~~– onobtaining ~~Form~~financing 10and performing research and development activities – are most efficiently dealt with by having one person intimately familiar with both the operational aspects as well as the strategic aspects of the Company’s business. Second, Mr. Gardner is uniquely suited to fulfill both positions of responsibility because he possesses management experience, technical experience, and experience with start-Kup companies.

~~(b)~~Potential ~~Management’s~~Conflict ~~Annual~~of ~~Report on Internal Control over Financial Reporting~~Interest

~~Management~~Since iswe ~~responsible~~do ~~for~~not ~~establishing and~~have ~~maintaining~~an ~~adequate~~audit ~~internal~~or ~~control~~compensation ~~over~~committee ~~financial~~comprised ~~reporting,~~of asindependent ~~defined~~Directors, inthe ~~Securities~~functions ~~Exchange~~that ~~Act~~would ~~Rule~~have ~~13a-15(f).~~been ~~Internal control~~performed ~~over~~by ~~financial~~such ~~reporting~~committees isare ~~designed~~performed toby ~~provide~~our ~~reasonable~~Board ~~assurance~~of ~~regarding~~Directors. ~~the~~Thus, ~~reliability~~there ofis ~~financial~~a ~~reporting~~potential ~~and preparation~~conflict of ~~financial~~interest ~~statements~~in ~~for~~that ~~external~~our ~~purposes~~Directors inhave ~~accordance~~the ~~with~~authority ~~U.S.~~to ~~GAAP.~~determine ~~This~~issues ~~annual~~concerning ~~report~~management ~~does~~compensation, ~~not~~in ~~include~~essence atheir ~~report of~~own, ~~management's~~and ~~assessment~~audit ~~regarding~~issues ~~internal~~that ~~control~~may ~~over~~affect ~~financial~~management ~~reporting~~decisions. ~~due~~We toare anot ~~transition~~aware ~~period~~of ~~established~~any byother ~~rules~~ conflicts of ~~the~~interest ~~Securities~~with ~~and~~any ~~Exchange~~of ~~Commission~~our ~~for~~executives ~~newly~~or ~~public companies~~Directors.

~~(c)~~Board’s ~~Change~~Role in ~~Internal~~Risk ~~Control over Financial Reporting~~Oversight

~~There~~The ~~were~~Board noassesses ~~significant~~on ~~changes~~an toongoing ~~our~~basis ~~internal~~the ~~control~~risks ~~over~~faced ~~financial reporting~~by ~~(as~~the ~~defined~~Company. inThese ~~Rules~~risks ~~13a-15(f)~~include financial, technological, competitive, and ~~15d-15(f)~~operational ~~under~~risks. ~~the~~The ~~Exchange~~Board ~~Act)~~dedicates ~~during~~time at each of its meetings to review and consider the ~~period~~relevant ~~covered~~risks faced by ~~this~~the ~~report,~~Company at that ~~could materially~~time. ~~affect~~In addition, orsince ~~are~~the ~~reasonably~~Company ~~likely~~does tonot ~~materially~~have ~~affect~~an Audit Committee, ~~our~~the ~~internal~~Board ~~control~~is ~~over~~also responsible for the assessment and oversight of the Company’s financial ~~reporting~~risk exposures.

~~Item 9B. Other Information~~14

~~None~~ITEM 11. EXECUTIVE COMPENSATION

20We have not paid, nor do we owe, any compensation to our executive officers for the year ending September 30, 2013. From inception through September 30, 2013, we have not paid any compensation to our officers.

~~Table~~As of ~~Contents~~September 30, 2013, we had no employment agreements with any of our executive officers or employees.

~~PART III~~Option/SAR Grants

~~Item~~We 10do not currently have a stock option plan. ~~Directors~~ No individual grants of stock options, ~~Executive Officers~~whether ~~and~~or ~~Corporate~~not ~~Governance~~in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any Director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or Directors since we were founded.

~~Our~~Long-Term ~~Directors~~Incentive ~~hold~~Plans ~~office until the next annual general meeting of the stockholders or until their successors are elected~~ and ~~qualified. Our officers are appointed by our Board of Directors and hold office until the earlier of their death, retirement, resignation, or removal.~~Awards

~~Our~~We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any Director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers ~~and~~or Directors ~~and~~or ~~their~~employees ~~ages~~or ~~and~~consultants ~~positions~~since ~~are~~we aswere ~~follows:~~founded.

Name	Age		Position
Avraham Morgenstern		35	President, Treasurer and Director
Itai Freed		26	Secretary and Director

Compensation of Directors

~~Mr.~~There ~~Avraham~~are ~~Morgenstern~~no current arrangements pursuant to which Directors are or will be compensated in the future for any services provided as a Director.

~~Mr.~~Employment ~~Morgenstern has been our President~~Contracts, ~~Treasurer~~Termination ~~and~~of ~~Director since December 10~~Employment, ~~2010.~~Change-in-Control Arrangements

~~Mr.~~As ~~Avraham~~of ~~Morgenstern~~September ~~has~~30, ~~been~~2012, athere ~~self-employed~~were ~~consultant~~no ~~who is~~employment anor ~~events~~other ~~planner~~contracts inor ~~the~~arrangements ~~United~~with ~~Kingdom,~~officers ~~for~~or ~~the~~Directors. ~~past~~There 10are ~~years.~~no Ascompensation ~~part~~plans ofor ~~his~~arrangements, ~~experience~~including hepayments ~~has~~to ~~had~~be tomade ~~manage~~by us, ~~market~~with ~~and~~respect ~~coordinate the~~to ~~events;~~our ~~including~~officers, ~~renting~~Directors ~~facilities,~~or ~~negotiating~~consultants ~~with~~that ~~musicians~~would result from the resignation, ~~soundmen~~retirement ~~and~~or ~~disc~~any ~~jockeys.~~other Intermination ~~addition~~of such Directors, ~~Mr.~~officers ~~Morgenstern~~or ~~has marketed~~consultants ~~his~~from ~~events~~us. ~~online~~There ~~and~~are inno ~~print~~arrangements ~~publications.~~for ~~Mr.~~Directors, ~~Morgenstern~~officers, ~~completed~~employees ~~his~~or ~~studies~~consultants atthat Orwould ~~Yerushalayim~~result ~~Yeshiva~~from ina ~~1998~~change-in-control.

~~Mr.~~ITEM ~~Morgenstern is not an officer or Director of any other reporting company~~12. ~~Mr.~~SECURITY ~~Morgenstern~~OWNERSHIP ~~intends~~OF toCERTAIN ~~devote~~BENEFICIAL ~~approximately~~OWNERS ~~6-10~~AND ~~hours~~MANAGEMENT ofAND ~~his~~RELATED ~~weekly~~STOCKHOLDER ~~business hours to our affairs.~~MATTERS

~~The~~Beneficial ~~Board~~Ownership ~~has concluded that Mr. Morgenstern should serve as director~~ of ~~the Company because of his management, organizational and marketing abilities.~~Holdings

MrThe following table sets forth, as of November 30, 2012, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current Directors and executive officers. ~~Itai~~Each ~~Freed~~person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the disposition of the shares. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.

~~Mr. Itai Freed has been our Secretary since December 10, 2010 and a Director since July 25, 2011.~~15

~~Mr.~~The ~~Itai~~percentages ~~Freed~~below isare acalculated ~~seasoned~~based ~~musician~~on ~~and has been in the music business for over 10 years. In 2004~~2,264,500 ~~Mr.~~shares ~~Itai~~of ~~Freed~~our ~~started~~common astock ~~sound~~issued ~~engineering studio in Tel Aviv to provide sound engineering services (pro-production services)~~ and ~~has~~outstanding ~~continued to produce music and provide sound engineering services for himself~~ as ~~well as for additional artists. As the owner~~ of aDecember ~~sound engineering studio~~2, Mr2013. ~~Freed~~We ~~has~~do ~~worked~~not onhave ~~all~~any ~~aspects~~outstanding ~~of music production~~options, ~~including~~ ~~but~~warrants ~~limited~~or ~~to,~~other ~~original~~securities ~~recording~~exercisable ~~production~~for ~~and~~or ~~post~~convertible ~~production~~into ~~activities~~shares ~~(whereby~~of ~~original~~our ~~recordings~~common ~~are added to and enhanced)~~stock. ~~Post production work can readily be done remotely. Mr. Freed’s sound engineering studio is not a recording studio and is not used to make original recordings.~~

Title of Class	Name and Address of Beneficial Owner (²)	Amount and Nature of Beneficial Ownership		Percentage of Class(¹)
Common Stock	Mr. Robert Gardner		2,000,000,000		88	%

All officers as a Group					88	%

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(¹)	Based on 2,000,000,000 shares of our common stock outstanding.
(²)	The address for Mr. Gardner is 300 Jameson House, 838 West Hastings Street, Vancouver, British Columbia V6C 0A6

~~Mr.~~We ~~Freed~~are ~~has~~unaware ~~released~~of ~~music~~any ~~recordings,~~contract ~~including~~or ~~"Cyclop" ,"Sleeping~~other ~~Through~~arrangement the ~~End"~~operation and, "As long as you give" and continues to perform in public venues as well as operate the music production studio. Since 2005 to present he has held several positions relating to graphic design and commercial print. Since 2009 he has been employed at Quick Copy where his responsibilities include graphic design, printing of ~~posters,~~which ~~and customer~~may ~~service. From 2008-2009 he has worked~~ at ~~Tony Vespa,~~ a ~~restaurant.~~subsequent ~~From~~date ~~2007~~result toin ~~present he has been involved as~~ a ~~promoter and~~change ~~musician~~ in ~~several~~control ~~bands~~of asour ~~well as conducting freelance graphic design work~~Company.

~~Mr.~~Changes ~~Itai~~in ~~Freed is not an officer or Director of any other reporting company Mr. Freed intends to devote approximately 6-15 hours of his weekly business hours to our affairs.~~Control

~~The~~We ~~Board~~are ~~has~~unaware ~~concluded~~of ~~that~~any ~~Mr.~~contract ~~Itai~~or ~~Freed~~other ~~should~~arrangement ~~serve as director of~~ the ~~Company~~operation ~~because~~ of ~~his~~which ~~experience~~may asat a ~~musician,~~subsequent ~~his~~date ~~profound~~result ~~knowledge of sound Editing & Processing and his experience~~ in ~~studio~~a ~~sound~~change productions. Mr. Freed will commute to our facility in New York every two months or as required to oversee our activities. When necessary, we will retain third party providers to assist Mr. Freed. Mr. Freed will not compete with us in the United States or Israel with the exception of ~~current~~control on going clients. To the extent that we are successful in bringing in post-production work, Mr. Freed will either do that in New York or at his studio in Tel-Aviv. The company will not be charged for the use of ~~his time~~our ~~or equipment until such time as the~~ Company ~~has sufficient business revenue to pay Mr~~. ~~Freed a salary.~~

~~Once~~Equity weCompensation ~~are~~Plan ~~fully operational, Mr. Freed will be available to us on a full time basis to handle business as required – and to handle post-production services either on-site or remotely.~~Information

Committees of the Board of Directors

We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. As such, our entire Board of Directors acts as our audit committee.16

~~Audit~~ITEM ~~Committee~~13. ~~Financial~~CERTAIN ~~Expert~~RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

~~Our~~Except ~~Board~~as ofdisclosed ~~Directors~~below, ~~does~~since ~~not~~the ~~currently~~beginning ~~have~~of ~~any~~the ~~member~~fiscal ~~who~~year ~~qualifies as~~preceding anthe ~~audit~~last ~~committee~~fiscal ~~financial~~year ~~expert.~~none Weof ~~believe that~~ the ~~cost~~following ~~related~~persons tohas ~~retaining~~had ~~such~~any adirect ~~financial~~or ~~expert~~indirect atmaterial ~~this~~interest ~~time~~in isany ~~prohibitive. Further,~~transaction ~~because~~to wewhich ~~are~~our inCompany ~~the~~was ~~start-up~~or ~~stage~~is ofa ~~our business operations~~party, weor ~~believe~~in ~~the~~any ~~services~~proposed oftransaction anto ~~audit~~which ~~committee~~our ~~financial expert~~Company ~~are~~proposes ~~not~~to ~~warranted~~be ata ~~this time.~~party:

~~Involvement~~· inany ~~Legal~~Director ~~Proceedings~~or officer of our Company;

~~None~~· ~~of our Directors, nominee for Directors, or officers has appeared as a party during the past ten years in~~ any ~~legal~~proposed ~~proceedings that may bear on his ability or integrity to serve as a~~ Director or of officer of ~~the~~our Company.;

~~Board~~· ~~Leadership~~any ~~Structure~~person who beneficially owns, directly or indirectly, shares carrying more than 5 percent of the voting rights attached to our common stock; or

~~The~~· ~~Company~~any ~~has~~member ~~chosen~~of ~~to combine~~ the ~~principal~~immediate ~~executive~~family officer and Board chairman positions. The Company believes that this Board leadership structure is the most appropriate for the Company for the following reasons. First, the Company is a development stage company and at this early stage it is more efficient to have the leadership of ~~the~~any ~~Board in the same hands as the principal executive officer~~ of the ~~Company.~~foregoing ~~The~~persons ~~challenges~~(including ~~faced~~a byspouse, the Company at this stage – obtaining financing and performing research and development activities – are most efficiently dealt with by having one person intimately familiar with both the operational aspects as well as the strategic aspects of the Company’s business. Secondparents, ~~Mr. Morgenstern is uniquely suited to fulfill both positions of responsibility because he possesses management experience~~children, ~~technical experience~~siblings, and ~~experience with start~~in-~~up companies~~laws).

22Our officers and Directors may be considered promoters of the Registrant due to their participation in and management of the business since its incorporation.

~~Table~~Director ~~of Contents~~Independence

~~Potential~~We ~~Conflict~~are not subject to listing requirements of ~~Interest~~any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent Directors.” We do not believe that either of our directors currently meets the definition of “independent” as promulgated by the rules and regulations of NASDAQ.

~~Since~~ITEM ~~we do not have an audit or compensation committee comprised of independent Directors, the functions that would have been performed by such committees are performed by our Board of Directors~~14. ~~Thus,~~ ~~there~~PRINCIPAL isACCOUNTING aFEES ~~potential~~AND conflict of interest in that our Directors have the authority to determine issues concerning management compensation, in essence their own, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or Directors.SERVICES

~~Board’s~~Audit ~~Role in Risk Oversight~~Fees

The ~~Board~~aggregate ~~assesses~~fees onbilled ansince ~~ongoing~~incorporation ~~basis~~for ~~the risks~~professional ~~faced~~services rendered by the ~~Company.~~principal ~~These~~accountant ~~risks~~for ~~include~~the ~~financial,~~audit ~~technological,~~of ~~competitive,~~our ~~and~~financial ~~operational~~statements ~~risks.~~and ~~The~~review ~~Board dedicates time at each~~ of ~~its~~financial ~~meetings~~statements toincluded ~~review~~in ~~and~~our ~~consider~~quarterly ~~the~~Reports ~~relevant~~on ~~risks~~Form ~~faced~~10-Q byand ~~the~~services ~~Company at~~ that ~~time.~~are Innormally ~~addition,~~provided ~~since~~by the ~~Company~~ ~~does~~accountant ~~not~~in ~~have~~connection anwith ~~Audit~~statutory ~~Committee,~~and ~~the~~regulatory ~~Board~~filings isor ~~also~~engagements ~~responsible~~ for ~~the~~these ~~assessment~~fiscal ~~and~~periods ~~oversight~~were ofas ~~the Company’s financial risk exposures.~~follows:

Item 11. Executive Compensation

	Period ended September 30, 2012(1)		Year ended September 30, 2013(2)

Audit Fees	$	7,081	$	7,000
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-

WeNotes have not paid, nor do we owe, any compensation to our executive officers for the year ending September 30, 2012. From inception through September 30, 2012, we have not paid any compensation to our officers.:

As of September 30, 2012, we had no employment agreements with any of our executive officers or employees.

	(1)	For the year ended September 30, 2012, principal accountants of the Company were Berman & Co, P.A.
	(2)	For the year ended September 30, 2013, principal accountants of the Company were Messineo & Co., CPAs , LLC.

~~Option/SAR Grants~~17

WeSince doincorporation ~~not~~and ~~currently~~as ~~have~~of athe ~~stock~~fiscal ~~option~~year ~~plan.~~ended NoDecember ~~individual~~31, ~~grants of stock options~~2011, ~~whether~~there orwere ~~not~~no infees ~~tandem~~billed ~~with~~for ~~stock~~assurance ~~appreciation~~and ~~rights~~related ~~known~~services asby ~~SARs~~the orprincipal ~~freestanding~~accountant ~~SARs~~that ~~have~~are ~~been~~reasonably ~~made~~related to ~~any~~ ~~executive~~the ~~officer~~performance orof ~~any~~the ~~Director~~audit ~~since~~or review of our ~~inception;~~financial ~~accordingly~~statements and are not reported under Item 9(e)(1) of Schedule 14A, nofor ~~stock~~professional ~~options~~services ~~have~~rendered ~~been~~by ~~granted~~the orprincipal ~~exercised~~account for tax compliance, tax advice, and tax planning, for products and services provided by ~~any of~~the principal accountant, other than the ~~officers~~services orreported ~~Directors~~in ~~since~~Item we9(e)(1) ~~were~~through ~~founded~~9(d)(3) of Schedule 14A.

~~Long~~Audit Committee Pre-~~Term~~Approval ~~Incentive~~of ~~Plans~~Audit and ~~Awards~~Permissible Non-Audit Services of Independent Auditors

WeGiven dothe ~~not~~small ~~have~~size ~~any~~of ~~long-term~~our ~~incentive~~Board ~~plans~~as ~~that~~well ~~provide~~as ~~compensation intended~~the tolimited ~~serve~~activities asof ~~incentive~~our ~~for~~Company, ~~performance.~~our NoBoard ~~individual~~of ~~grants~~Directors oracts ~~agreements~~as ~~regarding~~our ~~future~~Audit ~~payouts~~Committee. ~~under~~Our ~~non-stock~~Board ~~price~~pre-~~based plans~~approves ~~have~~all ~~been~~audit ~~made~~and topermissible ~~any~~non-audit ~~executive~~services. ~~officer~~These orservices ~~any~~may ~~Director~~include oraudit ~~any employee or consultant since our inception; accordingly~~services, ~~no future payouts under non~~audit-~~stock~~related ~~price-based~~services, ~~plans~~tax orservices, ~~agreements~~and ~~have~~other ~~been~~services. ~~granted~~Our orBoard ~~entered~~approves ~~into~~these orservices ~~exercised~~on a case-by-case ~~any of the officers or Directors or employees or consultants since we were founded~~basis.

~~Compensation of Directors~~18

~~There~~PART ~~are no current arrangements pursuant to which Directors are or will be compensated in the future for any services provided as a Director.~~IV

23ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

~~Table~~(a) ofFinancial ~~Contents~~Statements and financial statement schedules

~~Employment~~(1) ~~Contracts,~~and ~~Termination~~(2) The financial statements and financial statement schedules required to be filed as part of ~~Employment,~~this ~~Change-~~report are set forth in~~-Control Arrangements~~ Item 8 of Part II of this report.

As(3) ~~of September 30, 2012, there were no employment or other contracts or arrangements with officers or Directors~~Exhibits. ~~There~~See ~~are~~Item no15(b) compensation plans or arrangements, including payments to be made by us, with respect to our officers, Directors or consultants that would result from the resignation, retirement or any other termination of such Directors, officers or consultants from usbelow. ~~There are no arrangements for Directors, officers, employees or consultants that would result from a change-in-control.~~

~~Item~~(b) ~~12. Security~~Exhibits ~~Ownership~~required ~~of Certain~~by ~~Beneficial~~Item ~~Owners~~601 ~~and~~of ~~Management~~Regulation ~~and Related Stockholder Matters~~S-K

Beneficial Ownership of Holdings

Exhibit No.		Description
3.1		Certificate of Incorporation (incorporated by reference from our Registration Statement on Form S-1 filed on November 29, 2011).

3.2		Bylaws (incorporated by reference from our Registration Statement on Form S-1 filed on November 29, 2011).

31		Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Robert Gardner

32		Section 906 Certification of the Sarbanes-Oxley Act of 2002 of Robert Gardner

The following table sets forth, as of November 30, 2012, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current Directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the disposition of the shares. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

~~The~~** ~~percentages~~XBRL ~~below~~(Extensible ~~are~~Business ~~calculated~~Reporting ~~based~~Language) oninformation ~~2,400,000~~is ~~shares~~furnished and not filed or a part of ~~our~~ ~~common~~a ~~stock~~registration ~~issued~~statement ~~and~~or ~~outstanding~~prospectus asfor purposes of ~~November~~Sections 11 ~~30,~~or ~~2011.~~12 Weof dothe ~~not~~Securities ~~have~~Act ~~any~~of ~~outstanding~~1933, ~~options~~as amended, ~~warrants~~is ordeemed ~~other~~not ~~securities exercisable~~filed for orpurposes ~~convertible~~of ~~into~~Section 18 ~~shares~~of the Securities Exchange Act of ~~our~~1934, ~~common~~as ~~stock~~amended, and otherwise is not subject to liability under these sections.

Title of Class	Name and Address of Beneficial Owner (²)	Amount and Nature of Beneficial Ownership		Percentage of Class(¹)
Common Stock	Mr. Avraham Morgenstern		1,490,000		62	%
Common Stock	Mr. Itai Freed		500,000		21	%
All officers as a Group					83	%

(¹)	Based on 2,400,000 shares of our common stock outstanding.
(²)	The address for Mr. Morgenstern is 66 Woodstock Avenue, NW11 9RJ, London, UK
	The address for Mr. Freed is 14 Pichoto Street, Tel Aviv Israel.

SIGNATURES

31Pursuant 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.

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our Company.

	OLIE INC. (Registrant)

Dated: January 13, 2014	By:	/s/ Robert Gardner
		Name: Robert Gardner
		Title: President, Chief Executive and Financial Officer (Principal Executive and Financial Officer), and Director

24Pursuant 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.

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Dated: January 13, 2014	By:	/s/ Robert Gardner
		Name: Robert Gardner
		Title: President, Chief Executive and Treasurer (Principal Executive and Financial Officer), and Director

~~Changes in Control~~20

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our Company.

Equity Compensation Plan Information

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Except as disclosed below, since the beginning of the fiscal year preceding the last fiscal year none of the following persons has had any direct or indirect material interest in any transaction to which our Company was or is a party, or in any proposed transaction to which our Company proposes to be a party:

· any Director or officer of our Company;

· any proposed Director of officer of our Company;

· any person who beneficially owns, directly or indirectly, shares carrying more than 5 percent of the voting rights attached to our common stock; or

· any member of the immediate family of any of the foregoing persons (including a spouse, parents, children, siblings, and in-laws).

On December 15, 2010, we issued 10,000 shares of our common stock to Mr. Gary Bonanni, our former Director, for cash payment to us of $10. We believe this issuance was deemed to be exempt under the Securities Act. No advertising or general solicitation was employed in offering the securities.

On December 15, 2010, we issued 1,490,000 shares of our common stock to Mr. Morgenstern, our President, Treasurer and Director, for cash payment to us of $150. We believe this issuance was deemed to be exempt under Regulation S of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offering and sale was made only to Mr. Morgenstern, who is a non-U.S. citizen, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.

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On December 15, 2010, we issued 500,000 shares of our common stock to Itai Freed, our Secretary and Director, for cash payment to us of $100. We believe this issuance was deemed to be exempt under Regulation S of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offering and sale was made only to Mr. Freed, who is a non-U.S. citizen, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.

Our officers and Directors may be considered promoters of the Registrant due to their participation in and management of the business since its incorporation.

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent Directors.” We do not believe that either of our directors currently meets the definition of “independent” as promulgated by the rules and regulations of NASDAQ.

Item 14. Principal Accounting Fees and Services

Audit Fees

The aggregate fees billed since incorporation for professional services rendered by the principal accountant for the audit of our financial statements and review of 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 these fiscal periods were as follows:

	Period ended September 30, 2011		Year ended September 30,2012(1)
Audit Fees	$	5,000	$	7,081
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-

Notes:

(1) For the year ended September 30, 2012, principal accountants of the Company were Berman & Company P.A.

Since incorporation and as of the fiscal year ended December 31, 2011, there were no fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Item 9(e)(1) of Schedule 14A, for professional services rendered by the principal account for tax compliance, tax advice, and tax planning, for products and services provided by the principal accountant, other than the services reported in Item 9(e)(1) through 9(d)(3) of Schedule 14A.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Given the small size of our Board as well as the limited activities of our Company, our Board of Directors acts as our Audit Committee. Our Board pre-approves all audit and permissible non-audit services. These services may include audit services, audit-related services, tax services, and other services. Our Board approves these services on a case-by-case basis.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Financial Statements and financial statement schedules

(1) and (2) The financial statements and financial statement schedules required to be filed as part of this report are set forth in Item 8 of Part II of this report.

(3) Exhibits. See Item 15(b) below.

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

Exhibit No.		Description
3.1		Certificate of Incorporation (incorporated by reference from our Registration Statement on Form S-1 filed on November 29, 2011).
3.2		Bylaws (incorporated by reference from our Registration Statement on Form S-1 filed on November 29, 2011).
31	*	Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Avraham Morgenstern
32	*	Section 906 Certification of the Sarbanes-Oxley Act of 2002 of Avraham Morgenstern

*Filed herewith

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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.

OLIE INC. CORP. (Registrant)
By:	/s/ Avraham Morgenstern
	Name Avraham Morgenstern
	Title: President, Chief Executive and Financial Officer (Principal Executive and Financial Officer), and Director
Dated: December 3, 2012

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

By:	/s/ Avraham Morgenstern	/s/ Itai Freed
	Name: Avraham Morgenstern	Itai Freed
	Title: President, Chief Executive and Treasurer (Principal Executive and Financial Officer), and Director	Title: Secretary and Director
Dated: December 3, 2012

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Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

(a)

Weighted-average exercise price of outstanding options, warrants and rights

(b)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

(c)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders