UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended April 30, 2010

OR

For the transition period from      to               

COMMISSION FILE NUMBER 000-52667

HOTCLOUD MOBILE, INC.

(Exact Name of registrant as specified in its charter)

2100 W. Magnolia Blvd.

Suite A

Burbank, CA 75229

(Address of principal executive offices) (Zip Code)

Issuer’s telephone Number: (866) 649-0075

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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  o  No o

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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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

As of June 20, 2011, the issuer had 71,799,936 outstanding shares of Common Stock.

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TABLE OF CONTENTS

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PART I 

ITEM 1. FINANCIAL STATEMENTS.

 W. T. UNIACK & CO. CPA’S, P.C.

CERTIFIED PUBLIC ACCOUNTANTS

1003 Weatherstone Pkwy., Ste. 320     12600 Deerfield Pkwy., Ste 100

Woodstock, GA  30188       Alpharetta, GA  30004

Phone: 770-592-3233       Phone: 678-566-3774

______________________________________________________________________________

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors:

HotCloud Mobile, Inc.

We have reviewed the accompanying balance sheet of HotCloud Mobile, Inc as of April 30, 2011 and the related statements of operations and cash flows for the three-month period ended April 30, 2011.  These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, the Company is in default with its’ senior debt holders. As explained in Not 7, an event has occurred that has caused a certain debt to be immediately due and payable and the resultant provisions within to be accelerated. We are not aware of any material modifications that should be made to the accompanying interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

/S/ W.T. Uniack

W.T. UNIACK & CO, CPA’s, P.C.

June 20, 2011

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

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

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

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HOT CLOUD MOBILE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The use of the words “we,” “us,” “our” or “the Company” refers to Hot Cloud Mobile Inc. and wholly owned subsidiary Strathmore Investments, Inc.., except where the context otherwise requires.

1.

Organization and Description of the Business.

Hot Cloud Mobile, Inc. formerly Sombrio Capital Corp. (“the Company”) was incorporated in the State of Nevada, U.S.A., on March 31, 2006. The Company’s principal executive offices are in Burbank, California.

The Company was formed for the purpose of acquiring exploration and development stage natural resource properties. The Company was an exploration stage company as defined in the Securities and Exchange Commission (“S.E.C.”) Industry Guide No. 7.  In 2006, the Company acquired an undivided 100% interest in a mineral claim known as “Lincoln 1” located in the Province of British Columbia.  The lease was abandoned in 2008. In 2010 the company signed a lease on five lode mining claims in Elko County Nevada, which became effective April 20, 2010.

On February 8, 2011, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”), with Strathmore Investments, Inc. a Delaware corporation (“Strathmore”) and the shareholders of Strathmore. The acquisition of Strathmore is treated as a reverse acquisition, and the business of Strathmore became the business of the Company.

Strathmore Investments, Inc. (the “Company”), a Delaware corporation, was incorporated as a Subchapter S corporation on January 29, 1997 and changed its status to a C corporation in 2009. The Company acquired Cellular-Blowout, which began operations in 2002, in 2004. The Company is currently in negotiations to make strategic acquisitions relating to the development of mobile products, services and licenses.

Strathmore Investments is a mobile products and services company selling mobile phones, mobile accessories and mobile products and services such as mobile phone insurance. Currently, Strathmore sells over 35,000 products through its website hotcloudmobile.com.

These acquisitions reflect the intent of the Company to extend its business model from that of an online mobile hardware and accessory provider to a model that includes the sale of high margin value-added content and services that are bundled with its hardware. HotCloud Mobile will sell mobile phone applications such as games, ringtones, graphics, mobile shopping, social networking, utilities and productivity. It will also offer additional services that include custom device configuration, mobile synch and mobile broadband access. While the Company will recruit a team of software developers to create a suite of mobile device applications, it will also resell applications developed by other parties. The applications will be marketed under the HotCloud Mobile brand.

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HOT CLOUD MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS – (Continued)

Going Concern

The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. For the six months ended April 30, 2011 we had a net  loss of $(577,320), a working capital deficit of $(2,172,438), a stockholders deficit of ($2,361,236) and we had an accumulated deficit of $(3,520,562).

Our ability to operate as a going concern is still dependent upon our ability (1) to obtain sufficient debt and/or equity capital and/or (2) generate positive cash flow from operations and achieve profitability.

Plan of Operations – David to review

For the six months ended April 30, 2011 our sales continued to decline to $26,165 and for the three months ended April 30, 2011 our sales were $0, mainly due to our lack of adequate working capital.

Our future success is dependent on our ability to attain additional capital to support continued promotion of the website and fund new orders. There can be no assurance that we will be successful in obtaining any such financing, or that it will be able to generate sufficient positive cash flow from operations. The successful outcome of these or any future activities cannot be determined at this time and there is no assurance that if achieved, we will have sufficient funds to execute its business plans. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.

2. Basis of Presentation and Summary of Significant Accounting Policies.

Our accompanying condensed financial statements have been prepared by us in accordance with generally accepted accounting principles in the United States of America, or GAAP, in conjunction with the rules and regulations of the U. S. Securities and Exchange Commission, or the SEC.

In preparing our accompanying condensed consolidated financial statements, we have combined the results of Hot Cloud Mobile, Inc. and Strathmore Investments, Inc., as Strathmore Investments, Inc. is a wholly owned subsidiary of Hot Cloud Mobile, Inc.

Cash and Cash Equivalents

We maintain the majority of its cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial bank. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents.

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HOT CLOUD MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS – (Continued)

Estimates

The preparation of financial statements in conformity with GAAP 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 revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves.

Accounts Receivable

Our sales are primarily made through the internet and we sell our products though VISA and MASTERCARD. We currently process payments through Process America and paypal. Currently, 3-5% of all sales are held in reserve by these processors to pay for any returns, chargeback’s or negative debit items. As a result we do not calculate a reserve for un-collectability. The balance of receivables due from credit card processing as of April 30, 2011 were $0

David Bleeden, our President and Chief Executive Officer is also President of HotCloud Mobile, Inc., a corporation that provides merchant services to the company including credit card and order processing. HotCloud Mobil also, from time to time has made advances to and from the company.  For the Six months ended April 30, 2011, HotCloud processed $26,165 in credit card receipts; they also paid $4,809 in inventory purchases on behalf of the company.

Inventory

Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of  April 30, 2011 we had $0 in inventory.

Property and Equipment

Property and equipment are stated at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. We follow the practice of capitalizing property and equipment purchased over $1,000. The cost of ordinary maintenance and repairs is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets:

Furniture and fixtures

3 to 7 years

Equipment

7 to 10 years

Leasehold improvements

2 years (life of the lease)

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HOT CLOUD MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS – (Continued)

Long –Lived Assets

Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined by management. There can be no assurance however, that market conditions will not change or demand for our services will continue, which could result in impairment of long-lived assets in the future.

Revenue Recognition

Revenue from product and services are recognized at the time goods are shipped or services are provided to the customer, with an appropriate provision for returns and allowances. Terms are generally FOB destination with the right of inspection and acceptance.

Fair Value of Financial Instruments

The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments.

Other Comprehensive Income

We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods.

Net Profit / (Loss) per Common Share

Basic profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. As of April 30, 2011, we had outstanding common shares of 8,824,992 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at April 30, 2011 were 7,904,484. As of April 30, 2011, we had no outstanding warrants or options to purchase additional common shares and the calculation for fully diluted earnings per share was the same.

Segment Information

We only operate one segment of business in the internet sales of Cellular and wireless products.

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HOT CLOUD MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS – (Continued)

Share Based Compensation

The company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation), which supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and its related implementation guidance and eliminates the alternative to use Opinion 25’s intrinsic value method of accounting that was provided in Statement 123 as originally issued. This Statement requires an entity to measure the cost of employee services received in exchange for an award of an equity instruments, which includes grants of stock options and stock warrants, based on the fair value of the award, measured at the grant date, (with limited exceptions). Under this standard, the fair value of each award is estimated on the grant date, using an option-pricing model that meets certain requirements. We use the Black- Scholes option-pricing model to estimate the fair value of our equity awards, including stock options and warrants. The Black-Scholes model meets the requirements of Topic 718; however the fair values generated may not reflect their actual fair values, as it does not consider certain factors, such as vesting requirements, employee attrition and transferability limitations. The Black-Scholes model valuation is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. For the ten months ended April 30, 2011 we recognized $0 in share based expense for stock options or warrants as we have none outstanding. We recognized

Income Taxes

The Company accounts for income taxes under SFAS No. 109 (now contained in FASB Codification Topic 740-10-25, Accounting for Uncertainty in Income Taxes), which requires the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities are measured based on differences between financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. On April 29, 2009 Strathmore Investments changed from an S -Corporation to a C – Corporation. The operation loss from April 30, 2009 to October 31, 2010 was ($1,557,547). As of October 31, 2010  we had a net operating loss carry forward of  $(1,557,547), in addition Sombrio Capital Corporation had a net operating loss carry forward of  ($162,118) and we had operating losses for the six months ended April 30,2011 of $577,320  for a combined net operating loss carry forward of ($2,296,895) and  a deferred tax asset of $780,947 using the statutory rate of 34%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of our ability to operate as a going concern, we have not booked any deferred tax asset as a result. We have booked a valuation allowance for the total deferred tax asset amount.

The reverse acquisition between Strathmore Investments, Inc. a Delaware corporation and Hot Cloud Mobile, Inc. formerly Sombrio Capital Corp. which occurred on February 8, 2011 affects a change in control of the Company, and as such the federal net operating loss carry forwards as of the date of the transaction are limited under Section 382 of the Internal Revenue Code.

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HOT CLOUD MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS – (Continued)

3. Inventory.

We had $0 inventory as of April 30, 2011 or October 31, 2010

4. Property and Equipment

We had $0 in Property or equipment as of April 30, 2011 or October 31, 2010

5. Accrued Expenses

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HOT CLOUD MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS – (Continued)

6. Notes Payable

On July 15, 2009 Goetz Trust advanced the company $50,000. There is no formal agreement and no terms. As a result the balance is carried in the current liabilities for financial presentation purposes. As of April 30, 2011 the outstanding balance is $16,500.

The company has an outstanding balance due to Redwood Merchant Services. There is no formal agreement and no terms. As a result the balance is carried in the current liabilities for financial presentation purposes. As of April 30, 2011 the outstanding balance is $98,000.

The company has an outstanding balance due to Venturine DHL as a result of a judgment. As a result the balance is carried in the current liabilities for financial presentation purposes. As of April 30, 2011 the outstanding balance is $45,798.

The company has an outstanding balance due to Star Wireless. There is no formal agreement and no terms. As a result the balance is carried in the current liabilities for financial presentation purposes. As of April 30, 2011 the outstanding balance is $74,590.

Wells Fargo Bank v. Strathmore Investments, Inc., et al.

LASC Case No. SC111179

Strathmore Investments, Inc. is a named Defendant in this action.

The subject matter of the litigation pertained to claims by Wells Fargo Bank for a line of credit attributable to Strathmore Investments, Inc. A claim has been filed for $53400.  This claim has not been answered by Strathmore.  However we have booked the liability and with accrued interest and legal fees, as of April 30, 2011 the outstanding balance was $67,745.

The company has an outstanding balance due to Executive Bank Card. There is no formal agreement and no terms. As a result the balance is carried in the current liabilities for financial presentation purposes. As of April 30, 2011 the outstanding balance is $62,500.

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HOT CLOUD MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS – (Continued)

7. Related Party – Notes payable

From time to time Victoria Bleeden, the wife of David Bleeden CEO made advances to the company. There is no formal agreement and no terms. As a result the balance is carried in the current liabilities for financial presentation purposes. As of April 30, 2011 the outstanding balance was $497,697..

From time to time Victoria Bleeden, the wife of David Bleeden CEO made advances to the company. On August 25 2010 a formal note was signed with Victoria Bleeden, with 24 monthly payments of $12,129 at 10% interest. As of December 31, the outstanding balance was $262,854.

On April 1, 2009, the Company entered into a three-year employment agreement with David Bleeden, our President and Chief Executive Officer, for an annual salary of $150,000. As of April 30, 2011 the total due to David $133,351.

Strathmore entered into a Securities Purchase Agreement (the “Purchase Agreement”), dated as of April 29, 2009, and OmniReliant Holdings, Inc., a Nevada corporation (“OmniReliant”), pursuant to which the Company sold 500 shares of common stock of the Company (the “Common Stock”), which represented 50% of Strathmore’s issued and outstanding shares of capital stock, at a purchase price of $2,000 per share, for an aggregate purchase price of $1,000,000. Pursuant to the transactions under the Purchase Agreement (the “Transactions”), OmniReliant has a perfected a first priority secured interest in the Company of all of its assets in coordination with it becoming senior lender of a series of working capital notes that encompass a total lending facility of $500,000. Such notes bear an interest rate of 7% and are due with accrued interest on December 1, 2011.

On November 22, 2010, Strathmore entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumptions of Obligations (“Assignment Agreement”) with OmniReliant pursuant to which Strathmore transferred to OmniReliant certain assets of Strathmore as set forth in the Assignment Agreement. As consideration for the transfer of the assets: (i) OmniReleiant transferred to Strathmore 450 shares of Strathmore’s Common Stock; (ii) all defaults under the several outstanding secured capital notes were deemed cured; and (iii) if Strathmore pays the amount of $375,000 within a hundred and twenty days of going public, the Notes will be deemed satisfied, in full. However, failure to timely pay the Notes in accordance with the immediately foregoing shall be an event of default under the Notes, subject to the terms and conditions of the Notes.  Strathmore has not made this payment within a hundred and twenty days of going public, and as a result an event of default has occurred under the Notes.   As a result of the event of default, Omni may upon written notice to Strathmore (an “Acceleration Notice”) (i) accelerate the payment of (x) all unpaid principal amount of the note  plus (y) all accrued and unpaid interest (including default interest), if any plus (z) all other amounts due under the Note  plus the Make-whole amount (as defined below). The Acceleration Notice  shall specify the date on which the amounts due under the Note shall be paid, which date must be at least four business days following the business day on which the Acceleration Notice is delivered to Strathmore (the “Acceleration Notice Date”).  In addition, Omni may under the Security Agreement foreclose on the Collateral as set forth in the Security Agreement. As of April 30, 2011 the balance due under this note was $499,280.

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HOT CLOUD MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS – (Continued)

For the purpose of the above disclosure, Make-whole Amount” means the Make-whole Per Diem Amount multiplied by the number of days between and including (i) the Acceleration Notice Date or Prepayment Date, as the case may be, and (ii) the  Maturity Date of the Note.

“Make-whole Per Diem Amount” means the amount equal to (i) the product of (x) the outstanding principal amount of the Note and (y) the Make-whole Rate divided by (ii) 365.

“Make-whole Rate” means the interest rate equal to the difference between 7% and the then current yield rate of 1-year treasury bills on the date of determination.

On February 8, 2011 (the “Issuance Date”), the Company issued convertible debentures to two accredited investors (the “Debentures”) in the aggregate principal sum of $325,000. At any time between the original issuance date and the 12 months from the issuance date (the “Maturity Date”) unless previously repaid by the Company the Debenture is convertible into common stock of the Company at a conversion price of equal to 75% of the volume weighted average price of the common stock for the five days preceding the conversion date. All unpaid and unconverted principal and interest is due 12 months from the Issuance Date.  We recognized a beneficial conversion expense of $108,333 as a result of this beneficial conversion feature.

8. Commitments and Contingencies

Operating Rental Leases

On March 5, 2010 we entered into a 1 year extension on our lease with The Agoura Road Group. The lease expires on February 28, 2011. The facility is approximately 3,000 square feet and located at 29399 Agoura Road, Agoura Hills CA, 91301, Suite 103/110. The lease calls for monthly payments of $3,500. In February 2011 we completed the lease term and moved to 2100 W magnolia Blvd suite A, Burbank CA 91506, we are on a month to month agreement at $1,000 per month.  

The company has an outstanding balance due to Executive Bank Card. There is no formal agreement and no terms. As a result the balance is carried in the current liabilities for financial presentation purposes. As of April 30, 2011 the outstanding balance is $62,500.

In addition our president and CEO has an outstanding balance do to Executive Bank Card of $180, 000 for financing and business services of which the company has agreed to guarantee.

The company has entered into an employee contract with its president and chief executive officer. On April 1, 2009, the Company entered into a three-year employment agreement with David Bleeden, our President and Chief Executive Officer, for an annual salary of $150,000. In addition and from time to time David has advanced funds to the company. As a result of his salary accrual and net advances the outstanding balance due as of April 30, 2011 was $194,200.

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HOT CLOUD MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS – (Continued)

9. Litigation

Redwood Merchant Services v. Wild Cat Cellular, Inc., et al.

LASC Case No. LC 081831

Strathmore Investments, Inc. is a named Defendant in this action.

The subject matter of the litigation pertained to claims by Redwood Merchant Bank for chargeback’s attributable to Strathmore Investments, Inc. and its related company, Wild Cat Cellular, Inc. Pursuant to a Settlement Agreement; the Defendants have been required to make payments to Redwood Merchant Services. Defendants are in default of under the Settlement Agreement. Under the terms of the Settlement Agreement, Redwood has the right to enter a Stipulated Judgment against Defendants for the amounts due and owing.

The case was dismissed by the court on August 10, 2010, based upon the failure of Plaintiffs to appear at a hearing on that date. We have been informed that Plaintiffs will be bringing a Motion to Set the Dismissal on November 2, 2010 and will be seeking to obtain a judgment on the action at that time. The principal amount is $90,000, however it is anticipated that the actual judgment sought by Plaintiff will be nearer and could exceed $100,000 based upon claims for attorneys’ fees and accrued, but unpaid interest. This amount is in accrued liabilities as of April 30, 2011.

Century Bankcard Services v. Wildcat Cellular, et al.

LASC PC 045883

Strathmore Investments, Inc. is a named Defendant in this action. The subject matter of the litigation pertained to claims by Century Bankcard Services for chargeback’s attributable to Strathmore Investments, Inc. and its related company, Wild Cat Cellular,

Inc. The Defendants have entered into a settlement agreement with Century Bankcard Services to compromise the claims of Century Bankcard Services of $98,000.00 (plus interest at the rated of 8% per annum), which amounts are to be paid by making monthly payments to Century Bankcard Services of $2,393.47. The Settlement Agreement is subject to a Stipulation to Enter Judgment in an amount equal to $129,173.97 plus interest at 10% from August 1, 2009 until the entry of judgment plus costs and attorneys’ fees in the combined amount of $4,000.00, less any amounts paid by Defendants pursuant to the Settlement Agreement. This amount is in accrued liabilities as of April 30, 2011.

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HOT CLOUD MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS – (Continued)

Venturine Ventures LC v. Bleeden, etc., etal

LASC Case No. SC 101467

Strathmore Investments, Inc. is a named Defendant in this action.

Judgment has been entered against Wildcat Cellular, Inc. (an affiliate of Strathmore) and

David Bleeden in the amount of $56,070.05 effective as of August 4, 2010. This amount is in accrued liabilities as of April 30, 2011.

Wells Fargo Bank v. Strathmore Investments, Inc., et al.

LASC Case No. SC111179

Strathmore Investments, Inc. is a named Defendant in this action.

The subject matter of the litigation pertained to claims by Wells Fargo Bank for a line of credit attributable to Strathmore Investments, Inc. A claim has been filed for $53,400.  This claim has not been answered by Strathmore.  However we have booked the liability and with accrued interest and legal fees, as of April 30, 2011 the outstanding balance was $67,745.

10. Capital Stock Transactions

On May 31, 2006 the company sold 5,000,000 shares of common stock at $0.001 per share for cash.

On July 13, 2006 pursuant to a private placement, the Company sold 999,999 shares of common stock at $0.03 per share for cash.

On September 23, 2006, pursuant to a private placement, the Company sold 760,999 shares of common stock at $0.06 per share for cash.

On December 31, 2006, pursuant to a private placement, the Company sold 418,500 shares of common stock at $0.10 per share.

On April 16, 2007, pursuant to a private placement, the Company sold 8,000 shares of common stock for $0.10 per share.

On January 7, 2009, 5,000,000 shares were cancelled and returned to Treasury.

On January 7, 2009, pursuant to a private placement, the Company sold 5,000,000 shares of common stock for $0.001 per share.

As at April 30, 2011, the Company has no option plan, warrants or other dilutive securities.

As at April 30, 2011, the Company has authorized 100,000,000 shares of common stock with a par value of $0.001, of which 7,187,498 shares were issued and outstanding.

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HOT CLOUD MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS – (Continued)

As of April 30, 2011 the company had 5,000,000 preferred shares with a par value of $0.001, authorized but un-issued.

On February 27, 2011 the company issued 6,131,947 to David Bleeden our chief executive officer as part of the share exchange agreement dated February 27, 2011

On February 27, 2011 the company issued 322,734 to Paul Morrison  as part of the share exchange agreement dated February 27, 2011

On February 27, 2011 the company issued 107,813 to Darren Ocasio for legal fees relating to the acquisition of the Sombrio Capital Corporation Shell

On March 31, 2011 the company sold 25,000 shares at $1.00 per share to Live Fresh, Inc.

On March 31, 2011 the company sold 25,000 shares at $1.00 per share to David Amron, Inc.

On April 27, 2011 the company sold 25,000 shares at $1.00 per share to Live Fresh, Inc.

11. Subsequent Capital Stock Transactions

On May 2, 2011 the Company effected a 8 for one forward stock split resulting in outstanding common shares on that date of 70,599,936

On May 12, 2011, the Company received notification that the Articles of Merger, filed with the Secretary of State of Nevada on May 12, 2011, was accepted by the Secretary of State of Nevada. Pursuant to the Articles of Merger, the Company’s wholly owned subsidiary was merged into the Company. As a result of the filing of the Articles of Merger, the Company’s corporate name was changed from Sombrio Capital Corp. to Hotcloud Mobile, Inc. (the “Name Change”). In connection with the Name Change, the Company has also changed its symbol from “SBPP” to “HOTM”. The market effective date for the symbol change is the open of business on May 16, 2011.

On May 23, 2011 the Company issued to Live Fresh, Inc. for 400,000 shares of common stock in exchange for $50,000.

On June 7, 2011, the Company issued to Gerald and Lynette Hannah for 400,000 shares of common stock in exchange for $50,000.

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HOT CLOUD MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS – (Continued)

12. Related Party Transactions

From time to time Victoria Bleeden, the wife of David Bleeden CEO made advances to the company. There is no formal agreement and no terms. As a result the balance is carried in the current liabilities for financial presentation purposes. As of April 30, 2011 the outstanding balance was $485,534.

From time to time Victoria Bleeden, the wife of David Bleeden CEO made advances to the company. On August 25 2010 a formal note was signed with Victoria Bleeden, with 24 monthly payments of $12,129 at 10% interest. As of April 30, 2011the outstanding balance was $262,854.

The company has entered into an employee contract with its president and chief executive officer. On April 1, 2009, the Company entered into a three-year employment agreement with David Bleeden, our President and Chief Executive Officer, for an annual salary of $150,000. In addition and from time to time David has advanced funds to the company. As a result of his salary accrual and net advances the outstanding balance due as of April 30, 2011 was $194,200.

David Bleeden, our President and Chief Executive Officer,  is also President of Bearhunt Investments, Inc., a corporation that provides management services to Strathmore Investments, Inc. Bearhunt also a shareholder in Sombrio Capital Corp.  For the 10 months ended April 30, 2011 the company paid $23,700 to Bearhunt investments.

David Bleeden, our President and Chief Executive Officer is also President of HotCloud Mobile, Inc., a corporation that provides merchant services to the company including credit card and order processing. HotCloud Mobil also, from time to time has made advances to and from the company.  For the Six months ended April 30, 2011, HotCloud processed $26,165 in credit card receipts; they also paid $4,809 in inventory purchases on behalf of the company.

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HOT CLOUD MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS – (Continued)

Strathmore entered into a Securities Purchase Agreement (the “Purchase Agreement”), dated as of April 29, 2009, and OmniReliant Holdings, Inc., a Nevada corporation (“OmniReliant”), pursuant to which the Company sold 500 shares of common stock of the Company (the “Common Stock”), which represented 50% of Strathmore’s issued and outstanding shares of capital stock, at a purchase price of $2,000 per share, for an aggregate purchase price of $1,000,000. Pursuant to the transactions under the Purchase Agreement (the “Transactions”), OmniReliant has a perfected a first priority secured interest in the Company of all of its assets in coordination with it becoming senior lender of a series of working capital notes that encompass a total lending facility of $500,000. Such notes bear an interest rate of 7% and are due with accrued interest on December 1, 2011.

On November 22, 2010, Strathmore entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumptions of Obligations (“Assignment Agreement”) with OmniReliant pursuant to which Strathmore transferred to OmniReliant certain assets of Strathmore as set forth in the Assignment Agreement. As consideration for the transfer of the assets: (i) OmniReleiant transferred to Strathmore 450 shares of Strathmore’s Common Stock; (ii) all defaults under the several outstanding secured capital notes were deemed cured; and (iii) if Strathmore pays the amount of $375,000 within a hundred and twenty days of going public, the Notes will be deemed satisfied, in full. However, failure to timely pay the Notes in accordance with the immediately foregoing shall be an event of default under the Notes, subject to the terms and conditions of the Notes.  Strathmore has not made this payment within a hundred and twenty days of going public, and as a result an event of default has occurred under the Notes.   As a result of the event of default, Omni may upon written notice to Strathmore (an “Acceleration Notice”) (i) accelerate the payment of (x) all unpaid principal amount of the note  plus (y) all accrued and unpaid interest (including default interest), if any plus (z) all other amounts due under the Note  plus the Make-whole amount (as defined below). The Acceleration Notice  shall specify the date on which the amounts due under the Note shall be paid, which date must be at least four business days following the business day on which the Acceleration Notice is delivered to Strathmore (the “Acceleration Notice Date”).  In addition, Omni may under the Security Agreement foreclose on the Collateral as set forth in the Security Agreement. As of April 30, 2011 the balance due under this note was $499,280.

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HOT CLOUD MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS – (Continued)

For the purpose of the above disclosure, Make-whole Amount” means the Make-whole Per Diem Amount multiplied by the number of days between and including (i) the Acceleration Notice Date or Prepayment Date, as the case may be, and (ii) the  Maturity Date of the Note.

“Make-whole Per Diem Amount” means the amount equal to (i) the product of (x) the outstanding principal amount of the Note and (y) the Make-whole Rate divided by (ii) 365.

“Make-whole Rate” means the interest rate equal to the difference between 7% and the then current yield rate of 1-year treasury bills on the date of determination.

13. Subsequent Events

On May 2, 2011 the Company effected a 8 for one forward stock split resulting in outstanding common shares on that date of 70,599,936

On May 12, 2011, the Company received notification that the Articles of Merger, filed with the Secretary of State of Nevada on May 12, 2011, was accepted by the Secretary of State of Nevada. Pursuant to the Articles of Merger, the Company’s wholly owned subsidiary was merged into the Company. As a result of the filing of the Articles of Merger, the Company’s corporate name was changed from Sombrio Capital Corp. to Hotcloud Mobile, Inc. (the “Name Change”). In connection with the Name Change, the Company has also changed its symbol from “SBPP” to “HOTM”. The market effective date for the symbol change is the open of business on May 16, 2011.

On May 23, 2011 the Company issued 400,000 shares of common shares to Live Fresh, Inc. in exchange for $50,000.

On June 7, 2011 the Company issued 400,000 shares of common to Gerald and Lynette Hannah for $50,000.

On May 6, 2011, the Company and the Investors each entered into a letter agreement (the “Letter Agreement”), pursuant to which the Company and the Investors agreed to amend the Debentures such that the Increase in Authorized Shares and the Forward Split shall occur within one hundred fifty  (150) days from February 8, 2011.  the Company and the Holder hereby agree to amend and restate in its entirety Section 5(A)(iii) of the Debenture as follows:  

iii.  Increase in Authorized Common Shares and Forward Split.  The Company fails to file a certificate of amendment with the State of Nevada within one hundred fifty (150) days from the date hereof to increase the Company’s authorized Common Stock to at least 500 million and if Company fails to effectuate a dividend or forward split increasing the Company’s issued and outstanding common shares by 20 to 1 (the “Forward Split”) within one hundred fifty (150) days from the date hereof.

On June 7, 2011 Company entered into agreement with Ladenburg Thalman in which Ladenburg will serve as the Company's exclusive institutional placement agent to introduce on a reasonable “best efforts” basis the Company to certain institutional "accredited investors" (the “Investors”) as defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Act"), as prospective purchasers of the Company’s common stock (the “Common Stock”), preferred stock, warrants to purchase Common Stock, and/or convertible notes, which are collectively referred to in this Agreement as the “Securities”, in connection with a possible private placement conducted in accordance with applicable United States laws (the “Transaction”).

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HOT CLOUD MOBILE, INC.

NOTES TO FINANCIAL STATEMENTS – (Continued)

Strathmore entered into a Securities Purchase Agreement (the “Purchase Agreement”), dated as of April 29, 2009, and OmniReliant Holdings, Inc., a Nevada corporation (“OmniReliant”), pursuant to which the Company sold 500 shares of common stock of the Company (the “Common Stock”), which represented 50% of Strathmore’s issued and outstanding shares of capital stock, at a purchase price of $2,000 per share, for an aggregate purchase price of $1,000,000. Pursuant to the transactions under the Purchase Agreement (the “Transactions”), OmniReliant has a perfected a first priority secured interest in the Company of all of its assets in coordination with it becoming senior lender of a series of working capital notes that encompass a total lending facility of $500,000. Such notes bear an interest rate of 7% and are due with accrued interest on December 1, 2011.

On November 22, 2010, Strathmore entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumptions of Obligations (“Assignment Agreement”) with OmniReliant pursuant to which Strathmore transferred to OmniReliant certain assets of Strathmore as set forth in the Assignment Agreement. As consideration for the transfer of the assets: (i) OmniReleiant transferred to Strathmore 450 shares of Strathmore’s Common Stock; (ii) all defaults under the several outstanding secured capital notes were deemed cured; and (iii) if Strathmore pays the amount of $375,000 within a hundred and twenty days of going public, the Notes will be deemed satisfied, in full. However, failure to timely pay the Notes in accordance with the immediately foregoing shall be an event of default under the Notes, subject to the terms and conditions of the Notes.  Strathmore has not made this payment within a hundred and twenty days of going public, and as a result an event of default has occurred under the Notes.   As a result of the event of default, Omni may upon written notice to Strathmore (an “Acceleration Notice”) (i) accelerate the payment of (x) all unpaid principal amount of the note  plus (y) all accrued and unpaid interest (including default interest), if any plus (z) all other amounts due under the Note  plus the Make-whole amount (as defined below). The Acceleration Notice  shall specify the date on which the amounts due under the Note shall be paid, which date must be at least four business days following the business day on which the Acceleration Notice is delivered to Strathmore (the “Acceleration Notice Date”).  In addition, Omni may under the Security Agreement foreclose on the Collateral as set forth in the Security Agreement. As of April 30, 2011 the balance due under this note was $499,280.

For the purpose of the above disclosure, Make-whole Amount” means the Make-whole Per Diem Amount multiplied by the number of days between and including (i) the Acceleration Notice Date or Prepayment Date, as the case may be, and (ii) the  Maturity Date of the Note.

“Make-whole Per Diem Amount” means the amount equal to (i) the product of (x) the outstanding principal amount of the Note and (y) the Make-whole Rate divided by (ii) 365.

“Make-whole Rate” means the interest rate equal to the difference between 7% and the then current yield rate of 1-year treasury bills on the date of determination.

14. Off-balance Sheet Arrangement

We currently have no off-balance sheet arrangements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of the combined results of operations and financial condition of Hot Cloud Mobile, Inc. and subsidiary Strathmore Investments, Inc.. for the six months ending April 30, 2011 and should be read in conjunction with the audited financial statements and related notes for the ten months ended October31, 2010on Form10-KT.

Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Form 10Q. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Overview

Hot Cloud Mobile, Inc. formerly Sombrio Capital Corp. (“the Company”) was incorporated in the State of Nevada, U.S.A., on March 31, 2006. The Company’s principal executive offices are in Sarnia, Ontario, Canada.

The Company was formed for the purpose of acquiring exploration and development stage natural resource properties. The Company is an exploration stage company as defined in the Securities and Exchange Commission (“S.E.C.”) Industry Guide No. 7. The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations.  In 2006, the Company acquired an undivided 100% interest in a mineral claim known as “Lincoln 1” located in the Province of British Columbia.  The lease was abandoned in 2008. In 2010 the company signed a lease on five lode mining claims in Elko County Nevada, which became effective April 20, 2010.

On February 8, 2011, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”), with Strathmore Investments, Inc. a Delaware corporation (“Strathmore”) and the shareholders of Strathmore. The acquisition of Strathmore is treated as a reverse acquisition, and the business of Strathmore became the business of the Company.  For further discussion of the reverse acquisition see Note 10 entitled Subsequent Events below.

Strathmore Investments, Inc. (the “Company”), a Delaware corporation, was incorporated as a Subchapter S corporation on January 29, 1997 and changed its status to a C corporation in 2009. The Company acquired Cellular-Blowout, which began operations in 2002, in 2004. The Company is currently in negotiations to make strategic acquisitions relating to the development of mobile products, services and licenses.

Strathmore Investments is a mobile products and services company selling mobile phones, mobile accessories and mobile products and services such as mobile phone insurance. Currently, Strathmore sells over 35,000 products through its website hotcloudmobile.com. In June of 2010 Strathmore Investments changed its name to HotCloud Mobile, Inc.

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These acquisitions reflect the intent of the Company to extend its business model from that of an online mobile hardware and accessory provider to a model that includes the sale of high margin value-added content and services that are bundled with its hardware. HotCloud Mobile will sell mobile phone applications such as games, ringtones, graphics, mobile shopping, social networking, utilities and productivity. It will also offer additional services that include custom device configuration, mobile synch and mobile broadband access. While the Company will recruit a team of software developers to create a suite of mobile device applications, it will also resell applications developed by other parties. The applications will be marketed under the HotCloud Mobile brand.

Going Concern

The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. For the six months ended April 30, 2011 we had a net we had a net loss of $(577,320), a working capital deficit of $(2,172,438), a stockholders deficit of ($2,361,236) and we had a accumulated deficit of $(3,520,562).

Our ability to operate as a going concern is still dependent upon our ability (1) to obtain sufficient debt and/or equity capital and/or (2) generate positive cash flow from operations and achieve profitability.

Plan of Operations

For the six months ended April 30, 2011 our sales continued to decline to $26,165 and for the three months ended April 30, 2011 our sales were $0, mainly due to our lack of adequate working capital.

Our future success is dependent on our ability to attain additional capital to support continued promotion of the website and fund new orders. There can be no assurance that we will be successful in obtaining any such financing, or that it will be able to generate sufficient positive cash flow from operations. The successful outcome of these or any future activities cannot be determined at this time and there is no assurance that if achieved, we will have sufficient funds to execute its business plans. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.

2. Basis of Presentation and Summary of Significant Accounting Policies.

Our accompanying condensed financial statements have been prepared by us in accordance with generally accepted accounting principles in the United States of America, or GAAP, in conjunction with the rules and regulations of the U. S. Securities and Exchange Commission, or the SEC.

In preparing our accompanying condensed consolidated financial statements, we have combined the results of Hot Cloud Mobile, Inc. and Strathmore Investments, Inc., as Strathmore Investments, Inc. is a wholly owned subsidiary of Hot Cloud Mobile, Inc.

Cash and Cash Equivalents

We maintain the majority of its cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial bank. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents.

Estimates

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The preparation of financial statements in conformity with GAAP 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 revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves.

Accounts Receivable

Our sales are primarily made through the internet and we sell our products though VISA and MASTERCARD. We currently process payments through Process America and paypal. Currently, 3-5% of all sales are held in reserve by these processors to pay for any returns, chargeback’s or negative debit items. As a result we do not calculate a reserve for un-collectability. The balance of receivables due from credit cart processing as of April 30, 2011 were $0

David Bleeden, our President and Chief Executive Officer is also President of HotCloud Mobile, Inc., a corporation that provides merchant services to the company including credit card and order processing. HotCloud Mobil also, from time to time has made advances to and from the company.  For the Six months ended April 30, 2011, HotCloud processed $26,165 in credit card receipts; they also paid $4,809 in inventory purchases on behalf of the company.

Inventory

Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of  April 30, 2011 we had $0 in inventory.

Property and Equipment

Property and equipment are stated at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. We follow the practice of capitalizing property and equipment purchased over $1,000. The cost of ordinary maintenance and repairs is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets:

Furniture and fixtures

3 to 7 years

Equipment

7 to 10 years

Leasehold improvements

2 years (life of the lease)

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Long –Lived Assets

Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined by management. There can be no assurance however, that market conditions will not change or demand for our services will continue, which could result in impairment of long-lived assets in the future.

Revenue Recognition

Revenue from product and services are recognized at the time goods are shipped or services are provided to the customer, with an appropriate provision for returns and allowances. Terms are generally FOB destination with the right of inspection and acceptance.

Fair Value of Financial Instruments

The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments.

Other Comprehensive Income

We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods.

Net Profit / (Loss) per Common Share

Basic profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. As of April 30, 2011, we had outstanding common shares of 8,824,992 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at April 30, 2011 were 7,904,484. As of April 30, 2011, we had no outstanding warrants or options to purchase additional common shares and the calculation for fully diluted earnings per share was the same.

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Results of Operations

Revenue

Net revenue for the six months ending April 30, 2011 was $21,165 compared to $242,361 we continually struggle to meet order demand due to the lack of adequate working capital.

Cost of Goods Sold

Cost of goods sold includes the cost of the products being sold and inbound shipping costs. The cost of goods sold for the six months ending April 30, 2011 was $4,809 at 46% compared to $597,593 in the same period of 2010.

General and Administrative Expenses

General and administrative expenses for the six months ending April 30, 2011 were $487,870, compared to $788,016 for the same period in 2010.

 Other Income (Expense) – Net

Interest expense for the six months ending April 30, 2011 was $41,087compared to $0 for the same period in 2010.

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Income Tax Expense

The Company incurred losses for the six months ending April 30, 2011 and 2010and did not incur any tax expense.

Net Profit (Loss)

The net loss for the six months ending April 30, 2011 and 2010 was $(577,320) and $(1,160,734).

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As of April 30, 2011, we had a bank overdraft of $(1,246), we had no current assets and current liabilities of $2,172,438.  This resulted in a working capital deficit of $2,172,438.

Net cash used by operating activities for the six months ending April 30, 2011 was $(299,596).

There was no net cash either used or provided for by investing activities in the six month periods ended ending April 30, 2011.

Net cash provided by financing activities was $299,575 for the three months ending April 30, 2011.

Plan of Operation

The Company intends to develop and sell a suite of products, services and applications that it believes will enable it increase its market share in the wireless industry while enhancing its profitability by bundling, accessories, value added content and services with its hardware. While the Company will continue to grow its business organically by offering new products and services, the Company also intends to make acquisitions.

Key elements of the Company’s business strategy include:

Offer additional applications for mobile devices. In addition to acquiring or licensing mobile application from third party developers, the Company will recruit a software development team that will be charged with the task of developing software applications for sale to the owners of mobile communications devices.

Resell mobile device applications developed by other software companies. In addition to selling mobile device applications developed internally, the Company will resell applications developed by other parties.

Market HotCloud Mobile’s applications to the Company’s existing customer base. The Company will aggressively market HotCloud Mobile’s applications to customers who have previously purchased mobile products from the Company.

Enhance the profitability of the Company by selling high margin accessories and value-added services. The Company has historically recognized higher gross margins from the sale of mobile device accessories than the sale of the actual devices at either retail or wholesale (25.0%). The Company expects to generate high margins from the sale of mobile device applications. The Company intends to devote a disproportionate amount of its marketing resources to promoting the sale of high margin accessories, value-added services and mobile applications rather than hardware devices.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control Over Financial Reporting. During the most recent quarter ended April 30, 2011, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) ) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS.

The Company has the following pending legal proceedings:

Redwood Merchant Services v. Wild Cat Cellular, Inc., et al.

LASC Case No. LC 081831

Strathmore Investments, Inc. is a named Defendant in this action.

The subject matter of the litigation pertained to claims by Redwood Merchant Bank for chargeback’s attributable to Strathmore Investments, Inc. and its related company, Wild Cat Cellular, Inc. Pursuant to a Settlement Agreement; the Defendants have been required to make payments to Redwood Merchant Services. Defendants are in default of under the Settlement Agreement. Under the terms of the Settlement Agreement, Redwood has the right to enter a Stipulated Judgment against Defendants for the amounts due and owing.

The case was dismissed by the court on August 10, 2010, based upon the failure of Plaintiffs to appear at a hearing on that date. We have been informed that Plaintiffs will be bringing a Motion to Set the Dismissal on November 2, 2010 and will be seeking to obtain a judgment on the action at that time. The principal amount is $90,000, however it is anticipated that the actual judgment sought by Plaintiff will be nearer and could exceed $100,000 based upon claims for attorneys’ fees and accrued, but unpaid interest. This amount is in accrued liabilities as of April 30, 2011.

Century Bankcard Services v. Wildcat Cellular, et al.

LASC PC 045883

Strathmore Investments, Inc. is a named Defendant in this action. The subject matter of the litigation pertained to claims by Century Bankcard Services for chargeback’s attributable to Strathmore Investments, Inc. and its related company, Wild Cat Cellular,

Inc. The Defendants have entered into a settlement agreement with Century Bankcard Services to compromise the claims of Century Bankcard Services of $98,000.00 (plus interest at the rated of 8% per annum), which amounts are to be paid by making monthly payments to Century Bankcard Services of $2,393.47. The Settlement Agreement is subject to a Stipulation to Enter Judgment in an amount equal to $129,173.97 plus interest at 10% from August 1, 2009 until the entry of judgment plus costs and attorneys’ fees in the combined amount of $4,000.00, less any amounts paid by Defendants pursuant to the Settlement Agreement. This amount is in accrued liabilities as of April 30, 2011.

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Venturine Ventures LC v. Bleeden, etc., etal

LASC Case No. SC 101467

Strathmore Investments, Inc. is a named Defendant in this action.

Judgment has been entered against Wildcat Cellular, Inc. (an affiliate of Strathmore) and

David Bleeden in the amount of $56,070.05 effective as of August 4, 2010. This amount is in accrued liabilities as of April 30, 2011.

Wells Fargo Bank v. Strathmore Investments, Inc., et al.

LASC Case No. SC111179

Strathmore Investments, Inc. is a named Defendant in this action.

The subject matter of the litigation pertained to claims by Wells Fargo Bank for a line of credit attributable to Strathmore Investments, Inc. A claim has been filed for $53400.  This claim has not been answered by Strathmore.  However we have booked the liability and with accrued interest and legal fees, as of April 30, 2011 the outstanding balance was $67,745.

ITEM 1A. RISK FACTORS.

N/A.

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

None.

D On February 27, 2011 the Company issued 6,131,947 to David Bleeden our chief executive officer as part of the share exchange agreement dated February 8, 2011

On February 27, 2011 the Company issued 322,734 to Paul Morrison  as part of the share exchange agreement dated February 8, 2011

On February 27, 2011 the company issued 107,813 for legal fees relating to the acquisition of the Sombrio Capital Corporation Shell

On March 31, 2011 the Company sold 25,000 shares at $1.00 per share to Live Fresh, Inc.

On March 31, 2011 the Company sold 25,000 shares at $1.00 per share to David Amron, Inc.

On April 27, 2011 the Company sold 25,000 shares at $1.00 per share to Live Fresh, Inc.

On May 23, 2011 the Company issued to Live Fresh, Inc. for 400,000 shares of common stock in exchange for $50,000.

On June 7, 2011, the Company issued to Gerald and Lynette Hannah for 400,000 shares of common stock in exchange for $50,000.

No underwriter was involved in any of the above issuances of securities. All of the above securities were issued in reliance upon the exemptions set forth in Section 4(2) of the Securities Act of 1933, as amended, on the basis that they were issued under circumstances not involving a public offering.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Strathmore entered into a Securities Purchase Agreement (the “Purchase Agreement”), dated as of April 29, 2009, and OmniReliant Holdings, Inc., a Nevada corporation (“OmniReliant”), pursuant to which the Company sold 500 shares of common stock of the Company (the “Common Stock”), which represented 50% of Strathmore’s issued and outstanding shares of capital stock, at a purchase price of $2,000 per share, for an aggregate purchase price of $1,000,000. Pursuant to the transactions under the Purchase Agreement (the “Transactions”), OmniReliant has a perfected a first priority secured interest in the Company of all of its assets in coordination with it becoming senior lender of a series of working capital notes that encompass a total lending facility of $500,000. Such notes bear an interest rate of 7% and are due with accrued interest on December 1, 2011.

On November 22, 2010, Strathmore entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumptions of Obligations (“Assignment Agreement”) with OmniReliant pursuant to which Strathmore transferred to OmniReliant certain assets of Strathmore as set forth in the Assignment Agreement. As consideration for the transfer of the assets: (i) OmniReleiant transferred to Strathmore 450 shares of Strathmore’s Common Stock; (ii) all defaults under the several outstanding secured capital notes were deemed cured; and (iii) if Strathmore pays the amount of $375,000 within a hundred and twenty days of going public, the Notes will be deemed satisfied, in full. However, failure to timely pay the Notes in accordance with the immediately foregoing shall be an event of default under the Notes, subject to the terms and conditions of the Notes.  Strathmore has not made this payment within a hundred and twenty days of going public, and as a result an event of default has occurred under the Notes.   As a result of the event of default, Omni may upon written notice to Strathmore (an “Acceleration Notice”) (i) accelerate the payment of (x) all unpaid principal amount of the note  plus (y) all accrued and unpaid interest (including default interest), if any plus (z) all other amounts due under the Note  plus the Make-whole amount (as defined below). The Acceleration Notice  shall specify the date on which the amounts due under the Note shall be paid, which date must be at least four business days following the business day on which the Acceleration Notice is delivered to Strathmore (the “Acceleration Notice Date”).  In addition, Omni may under the Security Agreement foreclose on the Collateral as set forth in the Security Agreement. As of April 30, 2011 the balance due under this note was $499,280.

For the purpose of the above disclosure, Make-whole Amount” means the Make-whole Per Diem Amount multiplied by the number of days between and including (i) the Acceleration Notice Date or Prepayment Date, as the case may be, and (ii) the  Maturity Date of the Note.

“Make-whole Per Diem Amount” means the amount equal to (i) the product of (x) the outstanding principal amount of the Note and (y) the Make-whole Rate divided by (ii) 365.

“Make-whole Rate” means the interest rate equal to the difference between 7% and the then current yield rate of 1-year treasury bills on the date of determination.

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

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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.

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