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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K
 
(Mark One)
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended: September 30, 2013
 
or
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______________ to ________________
 
Commission file number: 333-178208
 
OLIE INC.
(Exact name of Registrant as specified in its charter)
 
Delaware
 
33-1220056
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
300 Jameson House
838 West Hastings Street
Vancouver B.C.
 
V6C 0A6
(Address of principal executive offices)
 
(Zip Code)
 
+1 604 669 9000
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
N/A
 
N/A
Title of each class
 
Name of each exchange on which registered
 
Securities registered pursuant to Section 12(g) of the Act:
   
Shares of Common Stock, $0.00001 par value
Title of Class
 
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No
 
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x
 
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $188,000 based upon the price of our common stock as of December 2, 2013, of $0.0008. Shares of common stock held by each officer and director and by each person or group who owns 10% or more of than outstanding common stock amounting to 2,000,000,000 shares have been excluded in that such persons or groups may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
 
As of December 2, 2013, there were 2,264,500,000 shares of common stock issued and outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE
Exhibits incorporated by reference are referred to in Part IV.
 


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

 
 
FORWARD-LOOKING STATEMENTS
 
This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set out in the section hereof entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
 
These risks include, by way of example and not in limitation:
 
 
·
risks related to our ability to continue as a going concern;
 
·
the uncertainty of profitability based upon our history of losses;
 
·
risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned development projects;
 
·
risks related to our ability to continue to fund research and development costs;
 
·
risks related to conducting business internationally due to our operations in Israel;
 
·
risks related to our ability to successfully develop our technology into commercial products,
 
·
risks related to our ability to successfully prosecute and protect our intellectual property;
 
·
risks related to tax assessments; and
 
·
other risks and uncertainties related to our prospects, properties, and business strategy.
 
The above list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other risks described in this report should be considered carefully and readers should not place undue reliance on our forward-looking statements.
 
Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the forward-looking statements are made, and we undertake no obligation to update forward-looking statements should these beliefs, estimates, and opinions or other circumstances change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these forward-looking statements to actual results.
 
Our financial statements are stated in United States dollars (“US$”) and are prepared in accordance with United States generally accepted accounting principles (“GAAP”).
 
In this Annual Report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the shares of our common stock.
 
As used in this Annual Report, the terms "we," "us," "our," "Olie Inc.," and “Issuer” mean Olie Inc., unless the context clearly requires otherwise.
 
 
3

 
 
PART I
 
ITEM 1. BUSINESS
 
Overview of the Company
 
We are a development stage company that was incorporated on December 10, 2010. We have commenced only limited operations focused on business acquisitions. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings.
 
We have not generated any revenue to date and we do not expect to generate revenues prior to 2013. We do not currently have sufficient capital to operate our business, and, we will require additional funding in the future to sustain our operations. There is no assurance that we will have revenue in the future or that we will be able to secure the necessary funding to develop our business.
 
The Market Opportunity
 
The following market data regarding the US music production market is based on publicly available information. We have not conducted any independent market studies to verify this data.
 
History
 
The company has continued throughout the year to continue in a development stage.  Its inception was as a music production company and whilst this was its original prime focus it has throughout the financial year explored development into other areas.  It entertained a relationship with EnCansol that had developed Flat Plate RAM Cell battery technology.  After the negotiations became too protracted the company terminated its relationship as disclosed in its 8K filed on May 10th. 2013.  Similarly it entertained a relationship with Whitehall 1V LLC that owned Mitch Stone Essentials, and by mutual consent that intent was terminated as disclosed in its 8K filed on May 28th. 2013.
 
Subsequent to the year end the company announced its current corporate plan.  It amended its Articles and Corporate Bylaws to create a series of anti-dilutive, convertible preferred shares. It announced its intention to transform to a Business Development Corporation; including providing corporate advisory services to other issuers, buy mature and secured debt from non-affiliates in other issuers, and with its convertible preferred securities purchase assets and business enterprises.
 
It is now implementing this plan and in particular, as reported in its 8K filed December 17th. 2013 the company acquired Settlement Management Series 1 LLC (SETI) that owns a $5,000,000 five year, 5% US Treasury Strip. This subsidiary then completed an assignment for $20,000,000 MTN USD credit linked to a Triple A US Treasury Strip (MTN), and also reported in the same 8K.
 
Marketing / Advertising
 
For a description of our marketing plans, please see the discussion in the Management Discussion and Analysis section below.
 
Patent, Trademark, License & Franchise Restrictions and Contractual Obligations & Concessions
 
We have not entered into any franchise agreements or other contracts that have given, or could give rise to, obligations or concessions. We intend to protect our private label for music production on the basis of applicable trademark and trade name laws. Beyond our common law right to our trade name, we do not hold any other intellectual property.
 
 
4

 
 
Research and Development Activities and Costs
 
We have not incurred any costs to date and have no plans to undertake research and development activities during the next year of operation.
 
Costs and Effects of Compliance with Environmental Laws and Regulations
 
We are not in a business that involves the use of materials in a manufacturing process where such materials are likely to result in the violation of any existing environmental rules and/or regulations. Further, we do not own any real property that could lead to liability as a landowner. Therefore, we do not anticipate that there will be any material costs associated with compliance with environmental laws and regulations.
 
Employees
 
We have commenced only limited operations; therefore, we have no employees and do not anticipate having any employees during the first twelve months of operations. Our officers and Directors provide service to us on an as-needed basis, and we will be relying heavily on our Secretary and Director, Mr. Gardner. When we commence full operations, we will need to hire full-time management and administrative support staff. For a detailed description, see "Plan of Operation".
 
ITEM 2. PROPERTIES
 
Our Principal Executive Offices
 
We do not own any real property. We currently maintain our mailing address at 300 Jameson House, 838 West Hastings Street, Vancouver, British Columbia. The mailing address is a private address and is provided at no cost to the Company. We do not have any present plans for obtaining new office space the current space is sufficient for our operations.
 
ITEM 3. LEGAL PROCEEDINGS
 
We know of no material, active or pending legal proceedings against our Company, nor of any proceedings that a governmental authority is contemplating against us.
 
We know of no material proceedings to which any of our Directors, officers, affiliates, owner of record or beneficially of more than 5 percent of our voting securities or security holders is an adverse party or has a material interest adverse to our interest.
 
ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.
 
 
5

 
 
PART II
 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Market Information
 
Our common stock is quoted under the symbol “OLIE” on the OTCBB operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the OTCQB operated by OTC Markets Group, Inc.Few market makers continue to participate in the OTCBB system because of high fees charged by FINRA.  Consequently, market makers that once quoted our shares on the OTCBB system may no longer be posting a quotation for our shares. As of the date of this report, however, our shares are quoted by several market makers on the OTCQB. The criteria for listing on either the OTCBB or OTCQB are similar and include that we remain current in our SEC reporting. Our reporting is presently current and, since inception, we have filed our SEC reports on time.

A trading market for our securities did not begin to develop until after the fiscal year ended September 30, 2013.

The following tables set forth the range of high and low prices for our common stock for the each of the periods indicated as reported by the OTCQB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Fiscal Year Ending September 30, 2013
 
Quarter Ended
 
High $
   
Low $
 
September 30, 2013
  $ 0.06     $ 0.0104  
March 31, 2013
  $ 1.55     $ 0.75  
June 30, 2013
  $ 1.50     $ 0.128  
December 30, 2012
  $ 1.60     $ 1.60  
 
Fiscal Year Ending September 30, 2012
Quarter Ended
High $
 
Low $
September 30, 2012
NA
 
NA
March 31, 2012
NA
 
NA
June 30, 2012
NA
 
NA
December 30, 2011
NA
 
NA
 
Market for our common stock
 
There is currently no market for our shares. We cannot give you any assurance that the shares will ever have a market or that if a market for our shares ever develops, that you will be able to sell your shares. In addition, even if a public market for our shares develops, there is no assurance that a secondary public market will be sustained.
 
The shares are quoted on the OTC Bulletin Board under the symbol OTC BB “OLIE”, but no active trading market has developed and we cannot assure you that an active trading market will ever develop.
 
 
6

 
 
Penny Stock
 
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
 
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.
 
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
 
These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

Record Holders
 
As of December 2, 2013, we had outstanding 2,264,500,000 shares of common stock, which were held by 40 non affiliated stockholders of record and 1 affiliated stockholders of records.
 
Dividends
 
Since our inception, we have not declared nor paid any cash dividends on our capital stock and we do not anticipate paying any cash dividends in the foreseeable future. Our current policy is to retain any earnings in order to finance our operations. Our Board of Directors will determine future declarations and payments of dividends, if any, in light of the then-current conditions it deems relevant and in accordance with applicable corporate law.
 
Securities Authorized for Issuance under Equity Compensation Plans
 
The Board of Directors filed a Registration Statement prepared in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, registering 350,000,000 shares of common stock, par value $0.00001, issuable pursuant to the 2013 Employee and Consultant Stock Incentive Plan. 
 
 
7

 

Recent Sales of Unregistered Securities; Use of Proceeds from Sale of Registered Securities
 
We have not sold any equity securities not registered under the Securities Act.
 
Purchases of Equity Securities by the Issuer and Affiliated Purchases
 
During each month within the fourth quarter of the fiscal year ended September 30, 2013, neither we nor any “affiliated purchaser,” as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our common stock or other securities.
 
ITEM 6. SELECTED FINANCIAL DATA
 
Not applicable.
 
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Forward-Looking Statements
 
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Overview
 
We are a development stage company with limited operations and no revenues from our business operations. We do not anticipate that we will generate significant revenues until we are able to continue making advances in obtaining additional assets and additional revenue generating opportunities. Accordingly, we must raise cash from sources other than our operations in order to implement our marketing plan.
  
We have raised approximately $40,000 from our shareholders. We believe that we will need to raise an additional approximate $60,000 in order to allow us to begin our market development and sales activities and to remain in business for twelve months including the costs related with being a public company. There is no reasonable expectation as to when revenues may be generated. If we raise the necessary funds, but are unable to generate revenues within twelve months of the effectiveness of this Registration Statement for any reason, or if we are unable to make a reasonable profit within twelve months of the effectiveness of this Registration Statement, we may have to suspend or cease operations. At the present time, we have not made any arrangements to raise additional cash to finance our operations. We may seek to obtain additional funds through a second public offering, a private placement of securities, or loans. Other than as described in this paragraph, we have no financing plans at this time.
 
 
8

 
 
Plan of Operation
 
We have not shown any revenues or profits since our inception date. Over the next twelve months we intend to commence an advertising and promotional strategy as we continue to transform into a business acquisition corporation  and generate revenue.
 
Results of Operations
 
During the period from December 10, 2010 (date of inception) through September 30, 2011, we incurred a net loss of $1,917. During the year ended September 30, 2012, we incurred a net loss of $46,981. During the year ended September 30, 2013, we incurred a net loss of $5,123,449. These losses consisted of general and administrative expenses, primarily comprising professional fees.
 
Purchase or Sale of Equipment
 
We do not expect to purchase or sell any property or significant equipment
 
Revenues
 
We had no revenues for the period from December 10, 2010 (date of inception) through September 30, 2013.
 
Liquidity and Capital Resources
 
Our balance sheet as of September 30, 2013, reflects assets of $83 comprised entirely of cash, and current liabilities of $295,743. Cash from inception to date have been insufficient to provide the working capital necessary to operate. As of September 30, 2013, loans payable amounted to $171,133 and represented working capital advances. The loans are unsecured, non-interest bearing, and due on demand. Since inception, we have issued 2,264,500,000 shares of common stock to our Directors, consultants and investors.
 
We anticipate generating losses and, therefore, may be unable to continue operations in the future. Except for private placement financing from July 2011 through September 2011 and an investment by our Directors in 2010, we have not attempted to raise any additional capital. We estimate that we need approximately $100,000 to fund our activities over the next 12 months. We will need to raise approximately an additional $60,000 to fund the ongoing costs of being public. Currently, with cash assets of approximately $83, based on our projected operations over the next year, we cannot operate if no further funds are raised. Our cash assets are being kept in the United States.
 
To date, except for our selling stockholders we have not attempted to raise additional capital from any third party sources. Since we require additional capital, we may have to issue debt or equity or enter into a strategic arrangement with a third party.
 
We have not entered into any agreements with our Directors for interim financing, but we may nevertheless request that our current Directors provide us with such interim financing. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit, or any other sources.
 
 
9

 
 
Going Concern Consideration
 
Our independent auditors included an explanatory paragraph in their report on the financial statements attached to our Annual Report on Form 10-K regarding concerns about our ability to continue as a going concern. Our financial statements for the fiscal period ended September 30, 2013 contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements.
 
CRITICAL ACCOUNTING POLICIES
 
Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities as of the date of the financial statements and during the applicable periods. We base these estimates on historical experience and on other factors that we believe are reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions and could have a material impact on our financial statements.
 
Refer to Note 1 to the Financial Statements entitled “Summary of Significant Accounting Policies” included in this Annual Report for a discussion of accounting policies utilized by the Company.
 
There are no recent accounting pronouncements that are expected to have an effect on the financial statements.
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable.
 
 
10

 
  
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
OLIE INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

CONTENTS

   
Page(s)
 
       
Report of Independent Registered Public Accounting Firms
    F-1  
         
Financial Statements:
       
         
Balance Sheets – September 30, 2013 and 2012
    F-3  
         
Statements of Operations – Year ended September 30, 2013 and 2012 and from December 10, 2010 (Inception) to September 30, 2013
    F-4  
         
Statement of Stockholder’s Equity (Deficit) – from December 10, 2010 (Inception) to September 30, 2013
    F-5  
         
Statements of Cash Flows – Year ended September 30, 2013 and 2012 and from December 10, 2010 (Inception) to September 30, 2013
    F-6  
         
Notes to Financial Statements
    F-7  
 
11

 
 
Messineo & Co, CPAs LLC
2471 N McMullen Booth Rd – Ste. 302
Clearwater, FL  33759-1362
T: (518) 530-1122
F: (727) 674-0511
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

To the Board of Directors of:
OLIE, Inc.

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

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

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

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had a net loss, negative cash flow from operating activities, and is still in the development stage. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Messineo & Co. CPAs, LLC
Clearwater, Florida
January 13, 2014
 
 
F-1

 
 
F-2

 
 
 
OLIE Inc.
(A Development Stage Company)
Consolidated Balance Sheets

   
September 30,
   
September 30,
 
   
2013
   
2012
 
ASSETS
           
Current Assets
           
Cash and cash equivalents
  $ 83     $ 127  
Total Current Assets
    83       127  
                 
TOTAL ASSETS
  $ 83     $ 127  
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
Current Liabilities
               
Accounts payable and accrued expenses
  $ 124,610     $ 2,389  
Due to related parties
    41,188       465  
Note payable
    129,945       5,970  
Total Current Liabilities
    295,743       8,824  
Stockholders' Deficit
               
Preferred stock: 45,000,004 authorized; $0.0001 par value
               
104,955 and 0 shares issued and outstanding
    10       -  
Common stock: 3,000,000,000 authorized; $0.00001 par value
               
2,264,500,000 and 96,000,000 shares issued and outstanding
    22,645       960  
Additional paid in capital
    17,625,417       39,240  
Accumulated deficit during development stage
    (17,943,732 )     (48,897 )
Total Stockholders' Deficit
    (295,660 )     (8,697 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 83     $ 127  
 
* Retroactively restated September 30, 2012 to reflect 40 to 1 forward stock split, effective December 19, 2012
 
See accompanying accountant's compilation report.
 
 
F-3

 
 
OLIE Inc.
(A Development Stage Company)
Consolidated Statements of Operations
 
               
December 10, 2010
 
   
For the Year Ended
   
(inception) to
 
   
September 30,
   
September 30,
 
   
2013
   
2012
   
2013
 
Revenues
  $ -     $ -     $ -  
                         
Operating Expenses
                       
Selling and marketing
    12,530       -       12,530  
Compensation
    224,594       -       224,594  
Operations overhead and maintenance
    40,045       -       40,045  
Stock based compensation
    4,558,600       -       4,558,600  
Professional
    81,895       19,180       101,075  
Impairment
    200,000       -       200,000  
General and administration
    5,785       27,801       35,502  
Total operating expenses
    5,123,449       46,981       5,172,346  
                         
Net loss from operations
    (5,123,449 )     (46,981 )     (5,172,346 )
                         
Other income (expense)
                       
Interest expense
    (4,503 )     -       (4,503 )
Gain (loss) on settlement of debt
    (12,766,883 )     -       (12,766,883 )
Net loss
  $ (17,894,835 )   $ (46,981 )   $ (17,943,732 )
                         
                         
Basic and dilutive loss per share
  $ (0.03 )   $ (0.00 )        
                         
Weighted average number of
                       
shares outstanding
    652,113,699       96,000,000          
 
* Retroactively restated September 30, 2012 to reflect 40 to 1 forward stock split, effective December 19, 2012
 
See accompanying accountant's compilation report.
 
 
F-4

 
 
OLIE Inc.
(A Development Stage Company)
Consolidated Statement of Stockholders' Deficit
 
   
Preferred Stock
   
Common Stock
   
Additional
Paid in
   
Subscription
   
Accumulated
       
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Recievable
   
Deficit
   
Total
 
Balance, December 10, 2010 (inception)
    -     $ -       -     $ -     $ -     $ -     $ -     $ -  
                                                                 
Stock issued to related partied
    -       -       80,000,000       800       (600     (200     -       -  
Stock issued for cash and subscriptions
    -       -       16,000,000       160       39,840       (480     -       39,520  
Net loss
    -       -       -       -       -       -       (1,916 )     (1,916 )
Balance, September 30, 2011
    -       -       96,000,000       960       39,240       (680 )     (1,916 )     37,604  
                                                                 
Stock subscription received
    -       -       -       -       -       680       -       680  
Net loss
    -       -       -       -       -       -       (46,981 )     (46,981 )
Balance, September 30, 2012
    -       -       96,000,000       960       39,240       -       (48,897 )     (8,697 )
                                                                 
Stock issued for services
    -       -       168,500,000       1,685       4,556,915       -       -       4,558,600  
Conversion of debt to equity
    104,955       10       2,000,000,000       20,000       13,029,262       -       -       13,049,272  
Net loss
    -       -       -       -       -       -       (17,894,835 )     (17,894,835 )
Balance, September 30, 2013
    104,955     $ 10       2,264,500,000     $ 22,645     $ 17,625,417     $ -     $ (17,943,732 )   $ (295,660 )
 
* Retroactively restated September 30, 2012 to reflect 40 to 1 forward stock split, effective December 19, 2012
 
See accompanying accountant's compilation report.
 
 
F-5

 
 
OLIE Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
 
               
December 10, 2010
 
               
(inception)
 
   
Year Ended
   
through
 
   
September 30,
   
September 30,
 
   
2013
   
2012
   
2013
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (17,894,835 )   $ (46,981 )   $ (17,943,732 )
Adjustment to reconcile net loss to net cash used in operations:
                       
Stock-based compensation
    4,558,600       -       4,558,600  
Loss on settlement of debt
    12,766,883       -       12,766,883  
Increase (decrease) in operating liabilities:
                       
Accounts payable and accrued expenses
    122,221       2,389       124,610  
Total adjustments
    17,447,704       2,389       17,450,093  
Net Cash Used in Operating Activities
    (447,131 )     (44,592 )     (493,639 )
 
                       
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Shareholder loans, net
    323,112       5,971       329,547  
Proceeds from Loans
    123,975       -       123,975  
Proceeds from issuance of stock
    -       680       40,200  
Net Cash Provided by Financing Activities
    447,087       6,651       493,722  
                         
Net increase (decrease) in cash and cash equivalents
    (44 )     (37,941 )     83  
Cash and cash equivalents, beginning of period
    127       38,068       -  
Cash and cash equivalents, end of period
  $ 83     $ 127     $ 83  
                         
Supplemental cash flow information
                       
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for taxes
  $ -     $ -     $ -  
                         
Non-cash transactions:
                       
    $ -     $ -     $ -  
 
* Retroactively restated September 30, 2012 to reflect 40 to 1 forward stock split, effective December 19, 2012
 
See accompanying accountant's compilation report.
 
 
F-6

 
 
OLIE INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Olie, Inc. (the “Company”), was incorporated in the State of Delaware on December 10, 2010. The Company is headquartered in British Columbia, Canada.

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

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements comprise Olie, Inc. and its wholly owned subsidiary.  All significant inter-company transactions and balances have been eliminated.

DEVELOPMENT STAGE
 
The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and implementation of the business plan.

RISKS AND UNCERTAINTIES
 
The Company's operations may be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks associated with a development stage company, including the potential risk of business failure.

USE OF ESTIMATES
 
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
 
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.
 
 
F-7

 

OLIE INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
CASH AND CASH EQUIVALENTS
 
The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.
 
The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At September 30, 2013 and 2012, there were no balances that exceeded the federally insured limit.

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

EARNINGS PER SHARE
 
Basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. The Company has no common stock equivalents.
 
Since the Company reflected a net loss in the reported period, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted loss per share is not presented.

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

Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements using statutory rates in effect for the year in which the differences are expected to reverse. The Company presents the tax effects of these deferred tax assets and liabilities separately for each major tax jurisdiction.
 
 
F-8

 

OLIE INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that the changes are enacted. The Company records a valuation allowance to reduce deferred tax assets when it is more likely than not that some portion of the asset may not be realized. The Company evaluates its deferred tax assets and liabilities on a periodic basis.

RECLASSIFICATIONS

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

RECENT ACCOUNTING PRONOUNCEMENTS

There are no recent accounting pronouncements that are expected to have an effect on the Company’s financial statements.
 
NOTE 2. GOING CONCERN
 
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of September 30, 2013, the Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

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

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

NOTE 3. INCOME TAXES
 
The Company has net operating loss carryforwards totaling approximately $17,895,000 at September 30, 2013, expiring through 2033. Utilization of these net operating losses may be limited due to potential ownership changes under the Internal Revenue Code.
 
Significant deferred tax assets at September 30, 2013 and 2012 are approximately as follows:

   
September 30,
2013
   
September 30,
2012
 
Gross deferred tax assets:
           
Net operating loss carryforward
  $ (7,873,800 )   $ (20,000 )
Total deferred tax assets
    7,873,800       20,000  
Less: Valuation allowance
    (7,873,800 )     (20,000 )
Net deferred tax assets recorded
  $ -     $ -  
 
 
F-9

 

OLIE INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
The valuation allowance at September 30, 2012 was $20,000. The increase in valuation allowance during the period ended September 30, 2013 was approximately $7,853,800. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
 
Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of September 30, 2013.
 
The Company has not filed its Federal or State income tax returns for the years ended September 30, 2013 and 2012. Management plans to file all delinquent tax returns as soon as possible.
 
Taxpayers who don’t file past due returns may be subject to the following:
 
 
·
Assessment of penalties and interest,

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

 
·
Levy on bank account,

 
·
Federal and/or state tax lien

 
·
Loss of net operating loss carryback; and

 
·
Revocation of corporate charter

The income tax returns filed for the tax years from inception would be subject to examination by the relevant taxing authorities.
 
There was no income tax expense for the years ended September 30, 2013 and 2012 due to the Company’s net losses.
 
The actual tax benefit differs from the expected tax benefit for the years ended September 30, 2013 and 2012, respectively, (computed by applying the U.S. Federal Corporate tax rate of 34% to income before taxes and a state rate of 10%, for a blended rate of 40.6%) as follows:

   
September 30,
2013
   
September 30,
2012
 
Expected tax benefit - Federal
  $ (6,064,300 )   $ (14,000 )
Expected tax benefit - State
    (1,789,500 )     (5,000 )
Change in valuation allowance
    7,853,800       19,000  
Actual tax expense (benefit)
  $ -     $ -  
 
 
F-10

 
 
OLIE INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 4. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
 
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:
 
 
 
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
 
 
 
Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
 
 
 
Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
 
The Company's financial instruments consisted of accrued expenses and accounts payable, loan payable and loan payable – related party. The carrying amount of the Company's financial instruments generally approximate their fair value as of September 30, 2013, due to the short-term nature of these instruments.
 
NOTE 5. NOTE PAYABLE
 
In July 2012, the Company received $5,970. The loan is non-interest bearing, unsecured, and was due and paid on July 31, 2013.

During the year ending September 30, 2013, various non related parties paid certain expenses for the Company in the amount of $123,975. The loans are non-interest bearing, unsecured and due on demand.

NOTE 6. DUE TO RELATED PARTIES
 
In February 2011, the Company’s Secretary loaned $465. The loan is non-interest bearing, unsecured, and due on demand.

As of September 30, 2013, the Company owed Robert Gardner, CEO $40,723 for certain expenses paid for on behalf of the Company. The loan bears interest at 6% per annum, is unsecured and due on demand. During the year additional advances, in the amount of $282,389, including $200,000 paid for the acquisition of EnCanSol Capital Corporation (agreement subsequently terminated and costs were written off as an impairment) were received and exchanged for preferred and common shares, as described in Note 7. Accrued interest, in the amount of $4,503 was due as of September 30, 2013.
 
 
F-11

 
 
OLIE INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7. COMMON AND PREFERRED STOCK

STOCK TRANSACTIONS

On November 29, 2012 a Written Consent to Action without a Meeting form was executed by shareholders to facilitate the 40 to 1 forward stock split. On December 19, 2012 FINRA declared effective a Forty-for-One (40-for-1) forward split of our shares. The forward split was approved by a majority of the holders of our outstanding share capital. The common shares and per share information included in the financial statements have been retroactively restated for the forty to one (40:1) forward split approved on December 19, 2012.
 
On December 10, 2010 (date of inception) the Company issued 80,000,000 shares of common stock (2,000,000 pre-split shares) to founders at a subscription price of $200 ($0.0000025/share). 
 
On September 1, 2011, the Company issued 16,000,000 shares of common stock (400,000 pre-split shares), to individuals, in exchange for $40,000 cash at $0.025 per share.
 
On April 29, 2013, the Company issued 500,000 shares of common stock for services rendered.  These shares were valued at $325,000.

On June 18, 2013, the Company changed its common stock par value from $.0001 to $.00001.

On June 25, 2013, the Company issued 2 billion shares of common stock to its CEO in exchange for $20,000 of debt owed.  These shares were valued at $12,786,883, with a corresponding charge to a loss on exchange of debt, in the amount of $12,766,883.

On August 9, 2013, the Company issued 168,000,000 shares of common stock to various consultants for services rendered.  These shares were valued at the fair market trading value, in the amount of $4,233,600, at the date of grant.

PREFERRED STOCK

There are 4 shares of Series A preferred stock authorized and zero issued and outstanding.  These shares have a par value of $.0001 per share.
 
The holders of Series B preferred stock are entitled to receive dividends when, and if declared by the Board of Directors, in its sole discretion.  Upon liquidation, dissolution or winding up of the corporation, whether voluntarily or involuntarily, before any distribution or payment shall be made to the holders of any stock ranking  junior to the Series B preferred stock, the holders of the Series B preferred stock are entitled to be paid out of the assets of the corporation an amount equal to $1.00 per share or in the event of an aggregate subscription by a single subscriber for Series B preferred stock in excess of $100,000, $0.997 per share (as adjusted for any stock dividends, combinations, splits and recapitalization), plus all declared but unpaid dividends, for each share of Series B preferred stock held.  After the payment of the full applicable preference value of each share of the Series B preferred stock, the remaining assets of the corporation legally available for distribution, if any, will be distributed ratably to the holders of the corporation’s common stock.  There are 10,000,000 shares authorized and zero issued and outstanding.  These shares have a par value of $.0001 per share.
 
 
F-12

 
 
OLIE INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
The holders of Series C preferred stock are entitled to receive dividends when, and if declared by the Board of Directors, in its sole discretion. Upon liquidation, dissolution or winding up of the corporation, whether voluntarily or involuntarily, before any distribution or payment shall be made to the holders of any stock ranking  junior to the Series C preferred stock, the holders of the Series C preferred stock are entitled to be paid out of the assets of the corporation an amount equal to $1.00 per share or in the event of an aggregate subscription by a single subscriber for Series C preferred stock in excess of $100,000, $0.997 per share (as adjusted for any stock dividends, combinations, splits and recapitalization), plus all declared but unpaid dividends, for each share of Series C preferred stock held.  After the payment of the full applicable preference value of each share of the Series C preferred stock, the remaining assets of the corporation legally available for distribution, if any, will be distributed ratably to the holders of the corporation’s common stock.  There are 25,000,000 shares authorized and zero issued and outstanding.  These shares have a par value of $.0001 per share.
 
The holders of Series D preferred stock are entitled to receive dividends when, and if declared by the Board of Directors, in its sole discretion. Upon liquidation, dissolution or winding up of the corporation, whether voluntarily or involuntarily, before any distribution or payment shall be made to the holders of any stock ranking  junior to the Series D preferred stock, the holders of the Series D preferred stock are entitled to be paid out of the assets of the corporation an amount equal to $1.00 per share or in the event of an aggregate subscription by a single subscriber for Series D preferred stock in excess of $100,000, $0.997 per share (as adjusted for any stock dividends, combinations, splits and recapitalization), plus all declared but unpaid dividends, for each share of Series D preferred stock held.  After the payment of the full applicable preference value of each share of the Series D preferred stock, the remaining assets of the corporation legally available for distribution, if any, will be distributed ratably to the holders of the corporation’s common stock.  There are 10,000,000 shares authorized and zero issued and outstanding.  These shares have a par value of $.0001 per share.
 
On June 25, 2013, the Company issued 104,955 shares of Preferred Series B stock to the CEO in exchange for debt. These shares were valued at $262,389, the amount of debt exchanged (valued at $2.50 per share).

NOTE 8. RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it is relying on advances from its shareholders and related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders.

As of September 30, 2013, there has been $323,577 advanced from these related parties. The balance is documented with a demand note that carries no repayment terms and 6% per annum interest. During the quarter ending September 30, 2013, the Company forgave $282,389 of the debt.  The balance due to the related party at September 30, 2013 and September 30, 2012 was $41,188 and $465, respectively.

The above amount is not necessarily indicative of the amounts that would have been incurred had comparable transactions been entered into with independent parties.

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

NOTE 9. SUBSEQUENT EVENTS

In accordance with ASC 855-10, management has evaluated subsequent events through the date the financial statements were issued.

On November 3, 2013, the Company created a series of anti-dilutive convertible preferred shares.

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

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

 
F-13

 
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
On February 8, 2013 the company informed its registered independent public accountant, Berman & Company PA. (“B&Co”), of Boca Raton Florida of their dismissal. The Board of Directors approved the decision to change independent accountants and there have been no disagreements with B&CO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of B&CO would have caused them to make reference thereto in their report on the financial statements. 
 
On February 8, 2013, the Company engaged Drake, Klein, Messineo, CPAs PA (“DKM”) of Clearwater, Florida, as its new registered independent public accountant.  On May 10, 2013 the Company dismissed DKM and engaged Messineo & Co., CPAs, LLC (“M&Co”).  DKM did not audit any periods and issued no reports.  There were no disagreements with DKM on any matter of accounting principles or practices, financial statement disclosures or audit scope or procedure, which disagreements, if not resolved to the satisfaction of DKM would have caused them to make reference thereto to filings or their report on the financial statements.
 
ITEM 9A. CONTROLS AND PROCEDURES
 
(a) Disclosure Controls and Procedures
 
Disclosure controls and procedures are the controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the principal executive and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
 
We have carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the fiscal year covered by this Annual Report.
 
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K.
 
(b) Management’s Annual Report on Internal Control over Financial Reporting
 
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Securities Exchange Act Rule 13a-15(f). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with U.S. GAAP. This annual report does not include a report of management's assessment regarding internal control over financial reporting due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
 
(c) Change in Internal Control over Financial Reporting

There were no significant changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report, that could materially affect, or are reasonably likely to materially affect, our internal control over financial reporting.
 
ITEM 9B. OTHER INFORMATION
 
None.
 
 
12

 
 
PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
Our Directors hold office until the next annual general meeting of the stockholders or until their successors are elected and qualified. Our officers are appointed by our Board of Directors and hold office until the earlier of their death, retirement, resignation, or removal.
 
Our officers and Directors and their ages and positions are as follows:
 
Name
 
Age
 
Position
Robert Gardner
 
73
 
President, Chief Executive Officer, Chief Financial Officer and Director
 
Mr. Robert Gardner
 
Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.
 
Robert Gardner was appointed President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director on September 10, 2012.  He is the Proprietor and Principal of Gardner & Associates in Vancouver.  He is a Barrister and Solicitor in the Province of British Columbia where he was called and admitted in 1966.  He is currently President of Q-Gold Resources Ltd., a position he has held since approximately July of 2010. Formerly, he was Chairman of Viridis Energy, Inc. from approximately December 2009 until April 2011.  He also served as President, CFO and Secretary of First Star Resources, Inc. from November 2010 through approximately December 2011. He was a member of the Board and Chairman of Stealth Energy from approximately 2006 until his resignation in approximately July 2011. He was Chairman and a member of the Board of Genco Resources (now Silvermex Resources, Inc.) from approximately February 2003 until his resignation in May 2010.  During his time at Genco Resources, he also served as acting CEO from January 2009 to February 2010. He was a Director for Kootenay Gold, Inc. from June 2003 until his resignation in March 2009. He served as Chairman of Andover Resources from December 2006 until his resignation in September 2008.  He was on the Board of Chief Consolidated Mining as an U.S.-associated company to Andover from March 2008 until his resignation in 2010. He was a Director for Atlas Technology Group from August 2005 until his resignation in February 2009. He served as Chairman of Bolero Resources Corp. from February 2006 until his resignation in February 2008. He was on the Board of Directors of Getty Copper from approximately 2003 until his resignation in November 2004. He was a director of Triple Dragon Resources, Inc. from February 23, 2006 to June 4, 2007.

Mr. Gardner was called to the Bar of England and Wales in 1964 and called and admitted in British Columbia in 1966.  He is a member of the Honourable Society of the Inner Temple (London).  He graduated from Cambridge University in 1961 with a BA, in 1962 with an LLB, in 1965 with an MA, and in 1995 with an LLM.  He was made a Queens Counsel in 1989.
 
Term of Office
 
Our Directors are appointed for a one year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board.
 
Family Relationships
 
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
 
 
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Committees of the Board of Directors
 
We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. As such, our entire Board of Directors acts as our audit committee.
 
Audit Committee Financial Expert
 
Our Board of Directors does not currently have any member who qualifies as an audit committee financial expert. We believe that the cost related to retaining such a financial expert at this time is prohibitive. Further, because we are in the start-up stage of our business operations, we believe the services of an audit committee financial expert are not warranted at this time.
 
Involvement in Legal Proceedings
 
None of our Directors, nominee for Directors, or officers has appeared as a party during the past ten years in any legal proceedings that may bear on his ability or integrity to serve as a Director or officer of the Company.
 
Board Leadership Structure
 
The Company has chosen to combine the principal executive officer and Board chairman positions. The Company believes that this Board leadership structure is the most appropriate for the Company for the following reasons. First, the Company is a development stage company and at this early stage it is more efficient to have the leadership of the Board in the same hands as the principal executive officer of the Company. The challenges faced by the Company at this stage – obtaining financing and performing research and development activities – are most efficiently dealt with by having one person intimately familiar with both the operational aspects as well as the strategic aspects of the Company’s business. Second, Mr. Gardner is uniquely suited to fulfill both positions of responsibility because he possesses management experience, technical experience, and experience with start-up companies.

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

Board’s Role in Risk Oversight
 
The Board assesses on an ongoing basis the risks faced by the Company. These risks include financial, technological, competitive, and operational risks. The Board dedicates time at each of its meetings to review and consider the relevant risks faced by the Company at that time. In addition, since the Company does not have an Audit Committee, the Board is also responsible for the assessment and oversight of the Company’s financial risk exposures.
 
 
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ITEM 11. EXECUTIVE COMPENSATION
 
We have not paid, nor do we owe, any compensation to our executive officers for the year ending September 30, 2013. From inception through September 30, 2013, we have not paid any compensation to our officers.
 
As of September 30, 2013, we had no employment agreements with any of our executive officers or employees.
 
Option/SAR Grants
 
We do not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any Director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or Directors since we were founded.
 
Long-Term Incentive Plans and Awards
 
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any Director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers or Directors or employees or consultants since we were founded.
 
Compensation of Directors
 
There are no current arrangements pursuant to which Directors are or will be compensated in the future for any services provided as a Director.
 
Employment Contracts, Termination of Employment, Change-in-Control Arrangements
 
As of September 30, 2012, there were no employment or other contracts or arrangements with officers or Directors. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, Directors or consultants that would result from the resignation, retirement or any other termination of such Directors, officers or consultants from us. There are no arrangements for Directors, officers, employees or consultants that would result from a change-in-control.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
Beneficial Ownership of Holdings
 
The following table sets forth, as of November 30, 2012, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current Directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the disposition of the shares. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.
 
 
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The percentages below are calculated based on 2,264,500 shares of our common stock issued and outstanding as of December 2, 2013. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.
 
Title of Class
 
Name and Address of Beneficial Owner (²)
 
Amount and
Nature
of Beneficial
Ownership
   
Percentage of
Class(¹)
 
Common Stock
 
Mr. Robert Gardner
    2,000,000,000       88 %
                     
All officers as a Group
                88 %
 
(¹)
Based on 2,000,000,000 shares of our common stock outstanding.
(²)
The address for Mr. Gardner is 300 Jameson House, 838 West Hastings Street, Vancouver, British Columbia V6C 0A6
 
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our Company.
 
Changes in Control
 
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our Company.
 
Equity Compensation Plan Information
 
Plan category
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
 
Weighted-average exercise price of outstanding options, warrants and rights
(b)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
Equity compensation plans approved by security holders
   
0
     
0
     
0
 
Equity compensation plans not approved by security holders
   
0
     
0
     
0
 
Total
   
0
     
0
     
0
 
 
 
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 
Except as disclosed below, since the beginning of the fiscal year preceding the last fiscal year none of the following persons has had any direct or indirect material interest in any transaction to which our Company was or is a party, or in any proposed transaction to which our Company proposes to be a party:
 
 
·
any Director or officer of our Company;
 
 
·
any proposed Director of officer of our Company;
 
 
·
any person who beneficially owns, directly or indirectly, shares carrying more than 5 percent of the voting rights attached to our common stock; or
 
 
·
any member of the immediate family of any of the foregoing persons (including a spouse, parents, children, siblings, and in-laws).
 
Our officers and Directors may be considered promoters of the Registrant due to their participation in and management of the business since its incorporation.
 
Director Independence
 
We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent Directors.” We do not believe that either of our directors currently meets the definition of “independent” as promulgated by the rules and regulations of NASDAQ.
 
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 
Audit Fees
 
The aggregate fees billed since incorporation for professional services rendered by the principal accountant for the audit of our financial statements and review of financial statements included in our quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
 
   
Period ended September 30,
2012(1)
 
Year ended
September 30,
2013(2)
                 
Audit Fees
 
$
7,081
   
$
7,000
 
Audit Related Fees
   
-
     
-
 
Tax Fees
   
-
     
-
 
All Other Fees
   
-
     
-
 
 
Notes :
 
 
(1)
For the year ended September 30, 2012, principal accountants of the Company were Berman & Co, P.A.
 
(2)
For the year ended September 30, 2013, principal accountants of the Company were Messineo & Co., CPAs , LLC.
 
 
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Since incorporation and as of the fiscal year ended December 31, 2011, there were no fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Item 9(e)(1) of Schedule 14A, for professional services rendered by the principal account for tax compliance, tax advice, and tax planning, for products and services provided by the principal accountant, other than the services reported in Item 9(e)(1) through 9(d)(3) of Schedule 14A.
 
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
 
Given the small size of our Board as well as the limited activities of our Company, our Board of Directors acts as our Audit Committee. Our Board pre-approves all audit and permissible non-audit services. These services may include audit services, audit-related services, tax services, and other services. Our Board approves these services on a case-by-case basis.
 
 
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PART IV
 
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
 
(a)
Financial Statements and financial statement schedules
 
(1) and (2) The financial statements and financial statement schedules required to be filed as part of this report are set forth in Item 8 of Part II of this report.
 
(3) Exhibits. See Item 15(b) below.
 
 
(b)
Exhibits required by Item 601 of Regulation S-K
 
Exhibit No.
 
Description
3.1
 
Certificate of Incorporation (incorporated by reference from our Registration Statement on Form S-1 filed on November 29, 2011).
     
3.2
 
Bylaws (incorporated by reference from our Registration Statement on Form S-1 filed on November 29, 2011).
     
31
 
Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Robert Gardner
     
32
 
Section 906 Certification of the Sarbanes-Oxley Act of 2002 of Robert Gardner
 
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document

** 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.
 
 
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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
OLIE INC.
(Registrant)
 
       
Dated: January 13, 2014
By:
/s/ Robert Gardner  
    Name: Robert Gardner  
   
Title: President, Chief Executive and Financial Officer
(Principal Executive  and Financial Officer), and Director
 
       
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
Dated: January 13, 2014
By:
/s/ Robert Gardner  
    Name: Robert Gardner  
    Title: President, Chief Executive and Treasurer (Principal Executive and Financial Officer), and Director  
 
 
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