UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~January~~July 31, 2014

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: 000-54858

ULTIMATE RACK, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Nevada		45-4078710
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~331~~5600 ~~Valley~~Tennyson ~~Mall~~Parkway ~~Pkway~~Suite ~~#215~~330

~~East Wenatchee~~Plano, ~~Washington~~Texas ~~98802~~75024

(Address of principal executive offices) (Zip code)

(~~509~~972) ~~393~~608-~~3526~~4300

(Registrant’s telephone number, including area code)

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

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

Yes x No o

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

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes x No o

~~Yes x No o~~Indicate the number of shares outstanding of each of the issuer’s classes of common stock. As of September 22, 2014, there were 154,800,000 shares, par value $.0001 per share, of Common Stock issued and outstanding.

~~Indicate~~ULTIMATE ~~the~~RACK ~~number of shares outstanding of each of the issuer’s classes of common stock~~INC. ~~As of March 14, 2014, there were 154,800,000 shares, par value $.001 per share, of Common Stock issued and outstanding.~~

ULTIMATE RACK, INC.

FORM 10-Q

~~January~~July 31, 2014

INDEX

PART I-- FINANCIAL INFORMATION
Item 1.	Financial Statements	~~F-1~~	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6	6
Item 4.	Control and Procedures	6	6
PART II-- OTHER INFORMATION		8	8
Item 1.	Legal Proceedings	8	8
Item 1A.	Risk Factors	8	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8	8
Item 3.	Defaults Upon Senior Securities	8	8
Item 4.	Mine Safety Disclosures	8	8
Item 5.	Other Information	8	8
Item 6.	Exhibits	8	9
SIGNATURE		9	10

-2-

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this quarterly report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the quarterly report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this quarterly report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS REPORT

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Ultimate Rack, Inc. “SEC” refers to the Securities and Exchange Commission.

-3-

PART I-- FINANCIAL INFORMATION

Item 1. Financial Statements

Ultimate Rack, Inc.

~~January~~July 31, 2014 and 2013

Index to the Financial Statements

Contents	Page(s)
Balance sheets at January 31, 2014 (Unaudited) and October 31, 2013	F-2
Balance sheets at July 31, 2014 (Unaudited) and October 31, 2013		F-2
Statements of operations for the three months ended January 31, 2014 and 2013 and for the period from October 19, 2010 (inception) through January 31, 2014 (unaudited)	F-3
Statements of operations for the nine months and three months ended July 31, 2014 and 2013 (Unaudited)		F-3
Statement of stockholders’ equity (deficit) for the period from July 19, 2010 (inception) through January 31, 2014 (unaudited)	F-4
Statement of stockholders’ deficit for the period ended July 31, 2014 (Unaudited) and for the fiscal year ended October 31, 2013		F-4
Statements of cash flows for the three months ended January 31, 2014 and 2013 and for the period from October 19, 2010 (inception) through January 31, 2014 (unaudited)	F-5
Statements of cash flows for the nine months ended July 31, 2014 and 2013 (Unaudited)		F-5
Notes to the financial statements (unaudited)	F-6
Notes to the financial statements (Unaudited)		F-6

Ultimate Rack, Inc.
(A Development Stage Company)
Balance Sheets
	January 31, 2014			October 31, 2013
	(Unaudited)
Assets
Current Assets
Cash	$	1,047		$	1,862
Total current assets		1,047			1,862
Total Assets	$	1,047		$	1,862
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable	$	450		$	-
Accrued expenses		4,758			4,750
Total current liabilities		5,208			4,750
Stockholders' Deficit
Preferred Stock par value $0.001: 200,000,000 shares authorized;
none issued or outstanding		-			-
Common stock par value $0.001: 200,000,000 shares authorized;
154,800,000 shares issued and outstanding		154,800			154,800
Additional paid-in capital		(92,542	)		(92,542	)
Deficit accumulated during the development stage		(66,419	)		(65,146	)
Total Stockholders' Deficit		(4,161	)		(2,888	)
Total Liabilities and Stockholders' Deficit	$	1,047		$	1,862

F-1

Ultimate Rack, Inc.

Balance Sheets

	July 31, 2014			October 31, 2013
	(Unaudited)

Assets
Current Assets
Cash	$	-		$	1,862

Total current assets		-			1,862

Total Assets	$	-		$	1,862

Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable	$	-		$	-
Accrued expenses		-			4,750
Advances from stockholder		7,257			-

Total current liabilities		7,257			4,750

Stockholders' Deficit
Preferred Stock par value $0.001: 200,000,000 shares authorized;
none issued or outstanding		-			-
Common stock par value $0.001: 200,000,000 shares authorized;
154,800,000 shares issued and outstanding		154,800			154,800
Additional paid-in capital		(77,442	)		(92,542	)
Accumulated deficit		(84,615	)		(65,146	)

Total Stockholders' Deficit		(7,257	)		(2,888	)

Total Liabilities and Stockholders' Deficit	$	-		$	1,862

See accompanying notes to the financial statements.

F-2

Ultimate Rack, Inc.
(A Development Stage Company)
Statements of Operations
	For the		For the		For the Period from July 19, 2010
	Three Months		Three Months		(inception)
	Ended		Ended		through
	January 31, 2014		January 31, 2013		January 31, 2014
	(Unaudited)		(Unaudited)		(Unaudited)
Revenue earned during the development stage	$	-	$	-	$	-
Operating Expenses
Professional fees		992		9,130		49,827
Salary and wages - officers		-		-		15,252
General and administrative		281		24		1,340
Total operating expenses		1,273		9,154		66,419
Loss from Operations		(1,273)		(9,154)		(66,419)
Income Tax Provision		-		-		-
Net Loss	$	(1,273)	$	(9,154)	$	(66,419)
Net loss per common share
- Basic and Diluted	$	(0.00)	$	(0.00)
Weighted average common shares outstanding
- Basic and Diluted		154,800,000		154,800,000
See accompanying notes to the financial statements.

Ultimate Rack, Inc.

Statements of Operations

	For the Nine Months			For the Three Months			For the Nine Months			For the Three Months
	Ended			Ended			Ended			Ended
	July 31, 2014			July 31, 2014			July 31, 2013			July 31, 2013
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenue	$	-		$	-		$	-		$	-

Operating Expenses
Professional fees		12,715			914			16,791			2,897
General and administrative		6,754			6,473			64			16

Total operating expenses		19,469			7,387			16,855			2,913

Loss from Operations		(19,469	)		(7,387	)		(16,855	)		(2,913	)

Income Tax Provision		-			-			-			-

Net Loss	$	(19,469	)	$	(7,387	)	$	(16,855	)	$	(2,913	)

Net loss per share
- Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding
- Basic and Diluted		154,800,000			154,800,000			154,800,000			154,800,000

See accompanying notes to the financial statements.

F-3

Ultimate Rack, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
For the period from July 19, 2010 (inception) through January 31, 2014
	Common Stock Par Value $0.001				Additional			Deficit Accumulated during the			Total Stockholders'
	Number of Shares		Amount		Paid-in Capital			Development Stage			Equity (Deficit)
July 19, 2010 ( inception )		-	$	-	$	-		$	-		$	-
Issuance of common shares as compensation valued
at $0.001 per share upon formation		120,000,000		120,000		(105,000	)					15,000
Net loss						-			(15,000	)		(15,000	)
Balance October 31, 2010		120,000,000		120,000		(105,000	)		(15,000	)		-
Capital contribution						1,258						1,258
Issuance of common shares for cash
at $0.001 per share on October 24, 2011		34,800,000		34,800		8,700						43,500
Net loss									(713	)		(713	)
Balance, October 31, 2011		154,800,000		154,800		(95,042	)		(15,713	)		44,045
Capital contribution						2,500						2,500
Net loss									(32,144	)		(32,144	)
Balance, October 31, 2012		154,800,000		154,800		(92,542	)		(47,857	)		14,401
Net loss									(17,289	)		(17,289	)
Balance, October 31, 2013		154,800,000		154,800		(92,542	)		(65,146	)		(2,888	)
Net loss									(1,273	)		(1,273	)
Balance, January 31, 2014		154,800,000	$	154,800	$	(92,542	)	$	(66,419	)	$	(4,161	)
See accompanying notes to the financial statements.

Ultimate Rack, Inc.

Statement of Stockholders' Deficit

For the fiscal year ended October 31, 2013 and for the period ended July 31, 2014

(Unaudited)

	Common Stock Par Value $0.001				Additional						Total
	Number of Shares		Amount		Paid-in Capital			Accumulated Deficit			Stockholders' Deficit

Balance, October 31, 2012		154,800,000	$	154,800	$	(92,542	)	$	(47,857	)	$	14,401

Net loss									(17,289	)		(17,289	)

Balance, October 31, 2013		154,800,000		154,800		(92,542	)		(65,146	)		(2,888	)

Capital contribution						15,100						15,100

Net loss									(19,469	)		(19,469	)

Balance, July 31, 2014		154,800,000	$	154,800	$	(77,442	)	$	(84,615	)	$	(7,257	)

See accompanying notes to the financial statements.

F-4

Ultimate Rack, Inc.
(A Development Stage Company)
Statements of Cash Flows
	For the Three Months			For the Three Months			For the Period from July 19, 2010 (inception)
	Ended			Ended			through
	January 31, 2014			January 31, 2013			January 31, 2014
	(Unaudited)			(Unaudited)			(Unaudited)
Cash Flows from Operating Activities
Net loss	$	(1,273	)	$	(9,154	)	$	(66,419	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common shares issued for compensation and services		-			-			15,000
Changes in operating assets and liabilities:
Accounts payable		450			(600	)		450
Accrued expenses		8			3,185			4,758
Net Cash Used in Operating Activities		(815	)		(6,569	)		(46,211	)
Cash Flows from Financing Activities
Sale of common shares for cash		-			-			43,500
Capital contribution		-			-			3,758
Net Cash Provided by Financing Activities		-			-			47,258
Net Change in Cash		(815	)		(6,569	)		1,047
Cash - beginning of period		1,862			17,851			-
Cash - end of period	$	1,047		$	11,282		$	1,047
Supplemental disclosure of cash flow information:
Interest paid	$	-		$	-		$	-
Income tax paid	$	-		$	-		$	-
See accompanying notes to the financial statements.

Ultimate Rack, Inc.

Statements of Cash Flows

	For the Nine Months			For the Nine Months
	Ended			Ended
	July 31, 2014			July 31, 2013
	(Unaudited)			(Unaudited)

Cash Flows from Operating Activities
Net loss	$	(19,469	)	$	(16,855	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable		-			(3,450	)
Accrued expenses		(4,750	)		7,402
Payroll liabilities		-			-

Net Cash Used in Operating Activities		(24,219	)		(12,903	)

Cash Flows from Financing Activities
Advances from stockholder		7,257			-
Capital contribution		15,100			-

Net Cash Provided by Financing Activities		22,357			-

Net Change in Cash		(1,862	)		(12,903	)

Cash - beginning of reporting period		1,862			17,851

Cash - end of reporting period	$	-		$	4,948

Supplemental disclosure of cash flow information:
Interest paid	$	-		$	-

Income tax paid	$	-		$	-

See accompanying notes to the financial statements.

F-5

Ultimate Rack, Inc.

(AJuly ~~Development~~31, ~~Stage~~2014 ~~Company)~~and 2013

January 31, 2014 and 2013

Notes to the Financial Statements

(Unaudited)

Note 1 -– Organization and Operations

Ultimate Rack, Inc.

Ultimate Rack, Inc. (the “Company”) was incorporated on July ~~October~~ 19, 2010 under the laws of the State of Nevada. ~~The~~Ultimate ~~Company~~Rack ~~plans~~Inc. is a global holdings company created to ~~develop~~acquire travel and ~~distribute~~leisure acompanies, ~~proprietary~~marketing ~~bike-racking~~companies ~~system~~and technologies to elevate the way travel is sold around the world. Our "Blue Ocean" strategies for customer acquisition are powered by thirty plus years of online and offline experience in the worldwide travel space.

Changes in Control

Pursuant to the Common Stock Purchase plan dated March 24, 2014 by and between Shawn Arizmendi and Fabian Arizmendi (the “Sellers”) and Travopoly Travel, LLC (the “Buyers”). Shawn Arizmendi is the record holder and beneficial owner of 80,000,000 shares and Fabian Arizmendi is the record holder and beneficial owner of 40,000,000 shares. Together the sellers beneficially and of record own 120,000,000 shares of common stock, par value per share $.001 of Ultimate Rack Inc., representing approximately 77.52% of Ultimate Rack Inc.’s issued and outstanding common stock.

Pursuant to the terms and conditions of this Agreement Shawn Arizmendi and Fabian Arizmendi hereby sell, assign, transfer, convey and deliver 120,000,000 to Travopoly Travel, LLC for an aggregate purchase price of $300,000.00. Such payment is to be paid in two equal installments of $150,000 each to be paid in the following manner: twenty-one (21) days of Closing and forty-five (45) days of Closing and the shares shall be held in escrow pending receipt of the funds by the Sellers. In the event that any payment is not completed in a timely manner then the Sellers shall retain the Shares and any payment made. The shares being transferred herein to Travopoly Travel, LLC are being sold in a private transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act.

Note 2 – Significant and Critical Accounting Policies and Practices

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation - Unaudited Interim Financial Information

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended October 31, 2013 and notes thereto contained in the information filed as part of the Company’s annual report in Form 10-K filed with SEC on February 6, 2014.

Development Stage Company

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

Fiscal Year End

The Company elected October 31st as its fiscal year end date.

F-6

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

(i)	Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business;

(ii)

Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

F-6

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, and accrued expenses approximate their fair values because of the short maturity of these instruments.F-7

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

F-7

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

F-8

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Stock-Based Compensation for Obtaining Employee Services

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

F-8

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.

Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

F-9

Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

F-9

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the reporting period ended ~~January~~July 31, 2014 or 2013.

~~Net~~Earnings ~~Income (Loss)~~ per ~~Common~~ Share

~~Net~~Earnings ~~income~~per share (~~loss~~"EPS") ~~per~~is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. ~~Basic~~ ~~net~~Pursuant ~~income~~to ~~(loss)~~ASC ~~per~~Paragraphs ~~common~~260-10-45-10 ~~share~~through is260-10-45-16 Basic EPS shall be computed by dividing ~~net~~ income available to common stockholders (~~loss~~the numerator) by the weighted -average number of ~~shares of~~ common ~~stock~~shares outstanding (the denominator) during the period. ~~Diluted~~ ~~net~~Income ~~income~~available ~~(loss)~~to ~~per~~ common ~~share~~stockholders isshall be computed by ~~dividing~~deducting ~~net~~both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (~~loss~~if that amount appears in the income statement) byand also from net income. The computation of diluted EPS is similar to the ~~weighted~~computation ~~average~~of basic EPS except that the denominator is increased to include the number of additional common shares ofthat ~~common~~would ~~stock~~have ~~and~~been ~~potentially~~outstanding if the dilutive ~~outstanding~~potential common shares ofhad ~~common~~been ~~stock~~issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent ~~share~~shares ~~arrangements~~issuance arrangement, stock options ~~and~~or warrants.

~~There~~Pursuant ~~were~~to noASC ~~potentially~~Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive ~~common~~effect ~~shares~~of outstanding ~~for~~call options and warrants (and their equivalents) issued by the reporting ~~period~~entity ~~ended~~shall ~~January~~be 31reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, ~~2014~~stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or ~~2013~~at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

There were no potentially dilutive common shares outstanding for the reporting period ended July 31, 2014 or 2013.

F-10

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

In ~~February~~April ~~2013~~2014, the FASB issued ASU No. ~~2013~~2014-0208, ~~"Comprehensive~~Presentation ~~Income~~of Financial Statements (Topic ~~220~~205): ~~Reporting~~and ofProperty, ~~Amounts~~Plant, ~~Reclassified~~and ~~Out~~Equipment of(Topic ~~Accumulated~~360): ~~Other~~Reporting ~~Comprehensive~~Discontinued ~~Income."~~Operations ~~The~~and ~~ASU~~Disclosures ~~adds~~of ~~new~~Disposals ~~disclosure~~of ~~requirements~~Components ~~for items reclassified out~~ of ~~accumulated~~an ~~other comprehensive income by component and their corresponding effect on net income~~Entity. The ~~ASU~~amendments isin ~~effective~~this ~~for~~Update ~~public~~change ~~entities~~the requirements for ~~fiscal~~reporting ~~years~~discontinued ~~beginning~~operations ~~after~~in ~~December~~Subtopic ~~15, 2013~~205-20.

~~F-10~~Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.” The ASU states that a strategic shift could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment, or (iv) other major parts of an entity. Although “major” is not defined, the standard provides examples of when a disposal qualifies as a discontinued operation.

InThe ~~February~~ASU ~~2013,~~also ~~the~~requires ~~Financial~~additional ~~Accounting~~disclosures ~~Standards~~about ~~Board,~~discontinued oroperations ~~FASB,~~that ~~issued~~will ~~ASU~~provide ~~No.~~more ~~2013-04,~~information ~~"Liabilities~~about ~~(Topic~~the ~~405):~~assets, ~~Obligations~~liabilities, ~~Resulting~~income ~~from Joint~~ and ~~Several~~expenses ~~Liability Arrangements for which the Total Amount~~ of ~~the~~discontinued ~~Obligation~~operations. IsIn ~~Fixed~~addition, at the ~~Reporting Date." This~~ ASU ~~addresses~~requires ~~the recognition, measurement, and~~ disclosure of ~~certain~~the ~~obligations~~pre-tax ~~resulting~~profit ~~from~~or ~~joint~~loss ~~and~~attributable ~~several~~to ~~arrangements~~a ~~including~~disposal ~~debt~~of ~~arrangements,~~an ~~other~~individually ~~contractual~~significant ~~obligations,~~component ~~and~~of ~~settled~~an ~~litigation~~entity ~~and~~that ~~judicial~~does ~~rulings.~~not ~~The~~qualify ~~ASU is effective~~ for ~~public~~discontinued ~~entities~~operations ~~for~~presentation ~~fiscal~~in ~~years,~~the ~~and~~financial ~~interim periods within those years, beginning after December 15, 2013~~statements.

InThe ~~March 2013, the FASB issued~~ ASU ~~No.~~is ~~2013-05,~~effective ~~"Foreign Currency Matters (Topic 830): Parent's Accounting~~ for ~~the~~public ~~Cumulative~~business ~~Translation~~entities ~~Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU addresses the accounting~~ for ~~the~~annual ~~cumulative~~periods ~~translation~~beginning ~~adjustment~~on ~~when a parent either sells a part~~ or ~~all~~after ofDecember ~~its~~15, investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years2014, and interim periods within those years~~, beginning after December 15, 2013~~.

In ~~March~~June ~~2013~~2014, the FASB issued ASU ~~2013~~No. 2014-0710, ~~“Presentation~~Development ofStage ~~Financial~~Entities ~~Statements~~ (Topic ~~205~~915): ~~Liquidation~~Elimination ~~Basis~~ of ~~Accounting.”~~Certain ~~The~~Financial ~~amendments~~Reporting require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for exampleRequirements, ~~involuntary~~Including bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an ~~entity’s~~Amendment expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to ~~either~~Variable ~~sell~~Interest inEntities ~~liquidation~~Guidance ~~or use~~ in ~~settling~~Topic ~~liabilities (for example~~810, ~~trademarks)~~Consolidation. The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted.

The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.

Finally, the amendments remove paragraph 810-10-15-16. Paragraph 810-10-15-16 states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments.

The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage.

The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.

Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.

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

F-11

Note 3 – Going Concern

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

As reflected in the accompanying financial statements, the Company had aan ~~deficit~~ accumulated ~~during the development stage~~ deficit at ~~January~~July 31, 2014, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 – Stockholders’ ~~Equity (~~Deficit)

Shares Authorized

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Four Hundred Million (400,000,000) shares of which Two Hundred Million (200,000,000) shares shall be Preferred Stock, par value $0.001 per share, and Two Hundred Million (200,000,000) shares shall be Common Stock, par value $0.001 per share.

~~Common~~On ~~Stock~~August 08, 2014, the Company filed an amendment to the Articles of Incorporations that changed the par value of all authorized classes of stocks to $0.0001 per share.

On October 19, 2010, upon formation, the Company issued an aggregate of 15,000,000 shares of its common stock to the founders of the Company valued at par or $15,000 as compensation.

On October 24, 2011, the Company sold 4,350,000 shares of common stock at $0.01 per share to thirty nine (39) individuals, or $43,500 in aggregate for cash.

F-11

Capital Contribution

During the fiscal year ended October 31, 2011, a significant stockholder of the Company contributed $1,258 to additional paid-in capital.

During the fiscal year ended October 31, 2012, a significant stockholder of the Company contributed $2,500 to additional paid-in capital.

Note 5 – Related Party Transactions

Free Office Space

The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

Advances from Stockholders

From time to time, stockholders of the Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.

During the reporting period ended July 31, 2014, the shareholders and the Company’s CEO advanced $7,257.

Note 6 – Subsequent Events

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were nocertain ~~reportable~~ subsequent events to be disclosed. as followed:

Advisory Services Agreement – Travopoly Travel, LLC

On August 21, 2014, the Company entered into an Advisory Services Agreement (The “Agreement”) with Travopoly Travel, LLC (The “Advisor”) which is the majority shareholder of the Company.

(i)	Scope of Services

Under the terms of the Agreement, the Company engaged the Advisor provide advisory services under the direction of acquisitions, technology and management fields.

(ii)

Term

The term of this Agreement shall be six (6) months, commencing on the date of agreement. This Agreement may be terminated by either the Company or the Advisor at any time prior to the end of the period upon written notice of termination. The Company is only obligated to pay the Advisor for Service performed through the date of termination.

(iii)

Compensation

The Company shall pay the Advisor quarterly for a monthly fee of $1,000 and reimburse the reasonable out of pocket business and travel expenses incurred in performing the services.

F-12

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Overview

We were incorporated in the State of Nevada on July 19, 2010 as Ultimate Rack, Inc. and are based in ~~Wenatchee~~Plano, WATexas. We are a development stage company and have not yet commenced operations. However, we are proceeding with our ~~stated~~new business plan. Ultimate Rack Inc. is a global holdings company created to ~~build~~acquire travel and ~~market~~leisure ~~for~~companies, ~~sale~~marketing acompanies ~~vehicle~~and ~~mounted~~technologies ~~rack~~to ~~for~~elevate ~~bicycles.~~the Weway ~~have~~travel ~~begun~~is ~~taking~~sold ~~certain~~around ~~steps~~the inworld. ~~furtherance~~Our of"Blue ~~our~~Ocean" ~~business~~strategies ~~plan,~~for ~~including~~customer ~~the~~acquisition ~~design~~are powered by thirty plus years of ~~the~~online ~~Company’s~~and ~~main~~offline ~~product,~~experience in the ~~ultimate~~worldwide ~~rack~~travel space.

Plan of Operations

~~Our~~Ultimate ~~present~~Rack ~~stage~~Inc. ~~of product development~~ is ~~limited to the design and manufacture of~~ a ~~prototype~~global ~~and~~holdings ~~the~~company ~~writing~~focusing ofon ~~our~~acquisitions ~~business~~in ~~plan. In order to implement our business plan and commence operations, we must take~~ the ~~following chronological steps: i) raise an additional $132~~travel,~~616,~~ ~~ii)~~leisure ~~draft~~ and ~~execute~~lifestyle agreements with a manufacturer; iii) lease approximately 1,500 square feet of warehouse space, iv) create and design a website, v) create and design business cards and brochures, vi) market our website, vii) market our product to wholesalersindustries. ~~Of the $132,616 needed in additional capital that we seek to raise, $25,016 is related to COGS, $18,000 for rent, $18,000 for marketing, $29,500 for professional fees, and $42,100 for SG&A.~~

WeOur ~~currently~~customer doacquisition ~~not~~strategy ~~have~~called ~~any~~“Blue ~~financing~~Ocean” ~~arranged.~~is Ifpowered weby ~~are~~thirty ~~able~~plus toyears ~~become~~of aexperience ~~public~~in ~~company, we may seek to raise additional capital through~~ the ~~use~~worldwide oftravel ~~broker dealers or of other means of financing~~space. ~~However,~~Blue weOcean’s ~~have~~foundation not spoken to any broker dealers about raising capital and we do not know if we will able to do so once we are public. At this time, we do not know what kind of financing we would attempt through a broker dealer, if such financing is ~~ever~~supported ~~feasible.~~by ~~Given~~an ~~the~~integrated ~~current~~network ~~state~~ of ~~our~~travel ~~business~~agencies, wemarketing dofirms ~~not~~and ~~know~~travel iftechnology weplatforms ~~will~~designed ~~ever be able~~ to ~~raise~~elevate ~~additional~~the ~~funds~~way ~~through~~travel ~~any~~is ~~means~~sold ~~at all~~globally. ~~If we are not able to raise an additional $132,616, we will not be able to implement our business plan and we may be force to cease operations.~~

WeUnderstanding ~~have not received any indication from retailers~~ that ~~they~~brand ~~are~~awareness ~~interested~~is ina ~~purchasing~~key ~~our~~element, ~~projects.~~if Wenot ~~will~~the ~~attempt~~cornerstone, to ~~solicit~~successfully ~~purchasers~~implementing ~~throughout~~and ~~North~~establishing ~~America.~~a ~~However,~~recognized athousehold ~~this~~name ~~time,~~within ~~we do not have any contacts in~~ the travel industry ~~and~~is wepossibly doan ~~not~~understatement. ~~currently~~To ~~have~~this apoint, ~~plan~~Ultimate ~~for~~Rack, ~~seeking~~through ~~out~~their ~~purchasers.~~strategic Weadvisor doTravopoly ~~not~~Travel ~~know~~have ifa wecompetitive ~~will~~edge ~~ever~~through beTravopoly’s ~~able~~proven toexperience, ~~find~~technology ~~any~~infrastructure ~~retailers~~and ~~willing~~branding ~~to purchase our product~~credibility.

~~The~~Ultimate ~~Company~~Rack’s ~~intends~~business tomodel ~~manufacture~~looks ~~and sell racks~~ to ~~retailers~~identify ~~who~~under-valued ~~will~~“brick ~~sell~~and ~~the~~mortar” ~~racks~~travel atagencies ato ~~recommended~~be ~~retail sales price of approximately $189.99 per rack. However~~acquired, ~~retailers~~re-branded ~~may~~and ~~decide~~eventually tointegrated ~~sell~~within the ~~rack~~existing atpartner ~~a higher or lower price than this recommended figure~~network. AtAs ~~this~~Ultimate ~~time,~~Rack wecontinues ~~do not know how many racks we will attempt~~ to ~~manufacture and be able to sell~~acquire, brand and ~~there~~integrate iscompanies aphase ~~significant~~two ~~possibility~~of ~~that~~the webusiness ~~are~~strategy ~~not able to sell any racks at all. We do not know when we~~ will becommence ~~able~~with ~~to begin manufacturing~~ the ~~racks~~objective ~~and~~of weincreasing ~~will~~market ~~not~~share bein ~~able to sell~~ the ~~racks~~$7 totrillion ~~retailers~~dollar ~~and~~global ~~generate~~travel ~~revenues until after we have begun the manufacturing process.~~industry

The Company's ~~President~~CEO, ~~Shawn~~Robert ~~Arizmendi~~Oblon, ~~and~~ ~~Secretary,~~currently ~~Fabian~~has ~~Arizmendi~~elected ~~have agreed~~ to not take a salary in the first ~~three~~six ~~years~~months of business operations. During this time, if the Company receives any revenues, such revenues will be directed at the other costs of operations of the company,. ~~such~~Such costs are potentially defined as ~~the~~expenses ~~costs~~related ofto ~~manufacturing~~the ~~and~~execution ~~distributing~~of the ~~racks~~Company’s business plan as well as the costs associated with the Company ~~being~~maintaining its public filing requirements.

-4-

WeOn ~~currently~~August ~~have~~21, ~~not~~2014, the Company entered into ~~any agreements with~~ a ~~manufacturer~~consulting toand ~~manufacture~~Advisory ~~our~~agreement ~~product but have had discussions~~ with aTravopoly ~~Chinese manufacturer. If we are able to obtain additional financing~~Travel, ~~we anticipate entering into an agreement with a manufacturer within one week obtaining such necessary additional financing~~LLC. IfTravopoly ~~we are in a position to enter into a manufacturing agreement, we expect such terms to require us to pay a 25% deposit as soon as each order~~ is ~~placed and~~ the ~~balance~~largest toshareholder beof ~~paid once~~ the ~~goods~~Company ~~are~~and ~~shipped to~~ our ~~warehouse.~~current WeCEO ~~currently~~and dosole ~~not~~director ~~have~~is ~~any~~an ~~arrangements with any retailers or other third parties to sell our racks~~affiliate. IfEngaging weTravopoly ~~are~~Travel ~~able~~is ~~to obtain additional financing, secure~~ a ~~manufacturer~~result ~~and~~of ~~lease~~management’s ~~warehouse~~decision ~~space, we will seek~~ to ~~enter~~pursue ~~into~~a ~~agreements~~business ~~with~~model ~~retailers~~that ~~who~~enables ~~will sell our products. We intend to ship our products directly from~~ a ~~warehouse~~greater ~~location~~degree toof besuccess ~~secured,~~for to the ~~retailer~~Company ~~via a common carrier. We will require all re-sellers~~ and ~~retail~~its ~~purchasers~~shareholders todue ~~pay for their entire order prior~~ to the ~~order~~experience ~~being~~and ~~shipped~~infrastructure topossessed ~~the~~by ~~retailer from our warehouse~~Travopoly.

Results of Operations

Comparison for the three months ended ~~January~~July 31, 2014 and 2013

We have not generated any revenue since inception. Operating expenses for the three months ended ~~January~~July 31, 2014 totaled $17,~~273~~387 resulting in a loss of $17,~~273~~387, as compared with operating expenses of $92,~~154~~913 for the three month period ended ~~January~~July 31, 2013.

Comparison for the nine months ended July 31, 2014 and 2013

We have not generated any revenue since inception. Operating expenses for the nine months ended July 31, 2014 totaled $19,469 resulting in a loss of $19,469, as compared with operating expenses of $16,855 for the nine month period ended July 31, 2013.

Capital Resources and Liquidity

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

As reflected in the accompanying audited financial statements, the Company is in the development stage with limited operations, has a working capital deficiency, and used cash in operations of $4677,~~211~~358 since inception and has a net loss since inception of $6684,~~419~~615. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While we believe in the viability of its strategy to increase revenues, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

Recent Accounting Pronouncements

In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The ASU adds new disclosure requirements for items reclassified out of accumulated other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal years beginning after December 15, 2013.

In February 2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date." This ASU addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013.

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In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013.

In March 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks). The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted.

Critical Accounting Policies and Estimates

None.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Smaller reporting companies are not required to provide the information required by this item.

Item 4.

Controls and Procedures

Disclosure controls and procedures.

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of ~~January~~July 31, 2014 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not effective as of ~~January~~July 31, 2014 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.

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In performing the above-referenced assessment, our management identified the following material weaknesses:

We have not achieved the optimal level of segregation of duties relative to key financial reporting functions.

ii)

We did not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over our financial statements.

We are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources and personnel to potentially mitigate these material weaknesses.

Our present management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in internal control over financial reporting.

There have been no changes in our internal control over financial reporting that occurred during the quarter covered by this quarterly report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A.

Risk Factors

Smaller reporting companies are not required to provide the information required by this item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

~~None~~In reference to Form 8-K filed March 28, 2014 and additionally referenced within the accompanying financial statements of the period ending April 30, 2014, Mr. Shawn Arizmendi departed from the Board of Directors on July, 21, 2014. Mr. Arizmendi’s departure was not a result of any disagreements with Officers or Members of the Board regarding the Company’s operations, policies (including accounting or financial policies), or practices.

On August 08, 2014, the Company amended its articles of incorporation whereby the par value of all authorized classes of stock were amended to $0.0001. Additionally, two series of Preferred Stock were designated within the existing authorized 200 Million Preferred Stock consisting of 70 Million Series A Preferred Stock and 20 Million Series B Stock; to date no shares of either series of Preferred Stock have been issued.

Item 6.

Exhibits.

Exhibit Number		Exhibit Title

31.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS *		XBRL Instance Document

101.SCH *		XBRL Taxonomy Schema

101.CAL *		XBRL Taxonomy Calculation Linkbase

101.DEF *		XBRL Taxonomy Definition Linkbase

101.LAB *		XBRL Taxonomy Label Linkbase

101.PRE *		XBRL Taxonomy Presentation Linkbase

In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

* Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

~~-8-~~9

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ULTIMATE RACK, INC.
	ULTIMATE RACK INC.
Date: March 14, 2014	By:	/s/ Shawm Arizmendi
Date: September 22, 2014	By:	/s/ Robert Oblon
		Shawn Arizmendi
		Robert Oblon
		President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director (Principal Executive, Financial, and Accounting Officer)

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