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EXCEL - IDEA: XBRL DOCUMENT - il2m INTERNATIONAL CORP.Financial_Report.xls
EX-31.1 - CERTIFICATION - il2m INTERNATIONAL CORP.f10q0214ex31i_il2m.htm
EX-32.1 - CERTIFICATION - il2m INTERNATIONAL CORP.f10q0214ex32i_il2m.htm


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

FORM 10-Q

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

For the quarterly period ended February 28, 2014
 
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: 333-176587

il2m INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
27-3492854
(State or other jurisdiction of incorporation or
organization)
 
(I.R.S. Employer
Identification No.)
     
3500 West Olive Avenue
Suite 810
Burbank, California
 
91505
(Address of principal executive offices)
 
(Zip Code)

(818) 953-7585
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
 
As of April 21, 2014, there were 178,211,500 shares of common stock, par value $0.0001 per share, outstanding.*
 
*This figure is based on the reverse stock split of one for 10 (1:10) effected January 9, 2014, which reduced the total issued and outstanding from 7,040,000 to 704,000 shares of common stock
 


 
 

 
 
il2m INTERNATIONAL CORP.
formerly known as Dynamic Nutra Enterprises Holdings Inc.

QUARTERLY REPORT ON FORM 10-Q
February 28, 2014

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
PAGE
     
Item 1.
Financial Statements
F-1
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
1
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
7
Item 4.
Controls and Procedures
7
   
PART II - OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
9
Item 1A.
Risk Factors
9
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
9
Item 3.
Defaults Upon Senior Securities
10
Item 4.
Mine Safety Disclosure
10
Item 5.
Other Information
10
Item 6.
Exhibits
11
   
SIGNATURES
12
 
 
 

 
 
IL2M INTERNATIONAL CORP
(F/K/A DYNAMIC NUTRA ENTERPRISES HOLDINGS, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 
CONTENTS
 
PAGE
F-1
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF FEBRUARY 28, 2014 (UNAUDITED) AND AS OF DECEMBER 31, 2013
     
PAGE
F-2
CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2014 AND FOR THE PERIOD FROM OCTOBER 17, 2013 (INCEPTION) TO FEBRUARY 28, 2014 (UNAUDITED)
     
PAGE
F-3
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE PERIOD FROM OCTOBER 17, 2013 (INCEPTION) TO FEBRUARY 28, 2014 (UNAUDITED)
     
PAGE
F-4
CONDENSED STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM OCTOBER 17, 2013 (INCEPTION) TO FEBRUARY 28, 2014 (UNAUDITED)
     
PAGES
F-5 - F-16
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
 
 
 

 
 
PART I – FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS
 
IL2M International Corp
(f/k/a Dynamic Nutra Enterprises Holdings, Inc)
(A Development Stage Company)
Condensed Consolidated Balance Sheets
 
   
February 28,
2014
   
December 31,
2013
 
   
(Unaudited)
       
Assets
 
 
       
Current Assets:
 
 
       
Prepaid expenses
  $ -     $ 13,302  
Loan receivable
    300       -  
        300       13,302  
                 
Property and equipment, net
      19,352       20,339  
                 
Other Assets:
               
Security deposit
      14,535       14,535  
Prepaid rent
      14,535       14,535  
Total Other Assets
      29,070       29,070  
                 
Total Assets
  $ 48,722     $ 62,711  
                 
Liabilities and Stockholders' Deficit
               
Current Liabilities:
               
Accounts payable and accrued expenses
  $ 108,727     $ 9,641  
Deferred rent
      2,803       2,803  
Note payable
      100       -  
Due to related party
      598,328       379,987  
Note payable - Convertible
      22,500       -  
Total Current Liabilities
      732,458       392,431  
                 
Long Term Liabilities:
               
Deferred rent
      39,817       28,265  
Total Long Term Liabilities
      39,817       28,265  
                 
Total Liabilities
      772,275       420,696  
                 
Commitments and Contingencies (See Note 10)
               
                 
Stockholders' Deficit:
               
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding
      -       -  
Common stock, $0.0001 par value, 500,000,000 shares authorized; 178,211,500 and 125,000,000 shares issued and outstanding, respectively
      17,821       12,500  
Additional paid-in capital
      3,017,104       92,857  
Deficit accumulated during the development stage
      (3,758,478 )     (463,342 )
Total Stockholders' Deficit
      (723,553 )     (357,985 )
Total Liabilities and Stockholders' Deficit
  $ 48,722     $ 62,711  
 
See accompanying notes to condensed consolidated unaudited financial statements
 
 
F-1

 
 
IL2M International Corp
(f/k/a Dynamic Nutra Enterprises Holdings, Inc)
(A Development Stage Company)
Condensed Consolidated Statements of Operations
(Unaudited)
   
For the Three
 Months Ended
   
For the period
from
October 17, 2013
(Inception) to
 
   
February 28,
2014
   
 February 28,
2014
 
             
Revenues
  $ -     $ -  
                 
Operating Expenses
               
Consulting expense
    375,107       527,314  
Professional expense
    12,556       28,262  
Advertising expense
    3,558       3,558  
In kind contribution of services
    184,932       184,932  
General and administrative
    91,545       137,900  
Total Operating Expenses
    667,698       881,966  
                 
Loss from Operations
    (667,698 )     (881,966 )
                 
Other Income (Expense)
               
Change in fair value of embedded derivative liability
    (23,246,071 )     (23,246,071 )
Amortization of debt discount
    (48,658 )     (48,658 )
Gain on debt extinguishment
    20,423,321       20,423,321  
Interest expense
    (4,516 )     (5,104 )
Total Other Income (Expense)
    (2,875,924 )     (2,876,512 )
                 
Net Loss
  $ (3,543,622 )   $ (3,758,478 )
                 
Net loss per share - basic and diluted
  $ (0.02 )   $ (0.03 )
                 
Weighted average number of shares outstanding during the period - basic and diluted
    146,635,674       139,369,963  
 
See accompanying notes to condensed consolidated unaudited financial statements
 
 
F-2

 
 
IL2M International Corp
(f/k/a Dynamic Nutra Enterprises Holdings, Inc)
(A Development Stage Company)
Condensed Consolidated Statement of Changes in Stockholders' Deficit
For the Period From October 17, 2013 (Inception) to February 28, 2014
(Unaudited)
 
                     
Deficit
       
   
 
Preferred Stock
$.0001 Par Value
   
 
Common stock
$0.0001 Par Value
   
Additional
Paid-in
   
accumulated
during the
development
   
Total
Stockholder's
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
stage
   
Deficit
 
                                           
Balance, October 17, 2013
   
-
   
$
-
     
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                                         
Stock issued to founders  ($0.00000008 per share)
   
-
     
-
     
125,000,000
     
12,500
     
(12,490
)
   
-
     
10
 
                                                         
In kind contribution of services
   
-
     
-
     
-
     
-
     
184,932
     
-
     
184,932
 
                                                         
In-kind contribution of interest
   
-
     
-
     
-
     
-
     
4,535
     
-
     
4,535
 
                                                         
Stock issued for services
   
-
     
-
     
2,500
     
-
     
2,500
     
-
     
2,500
 
                                                         
Stock issued in merger of entities under common control ($8.48 per share)
   
-
     
-
     
709,000
     
71
     
(6,014,623
)
   
-
     
(6,014,552
)
                                                         
Issuance of common stock for settlement of convertible debt ($0.001/share)
   
-
     
-
     
52,500,000
     
5,250
     
47,250
     
-
     
52,500
 
                                                         
Debt Discount
   
-
     
-
                     
52,500
             
52,500
 
                                                         
Reclassification of derivative liability associated with convertible debt
   
-
     
-
                     
8,752,500
             
8,752,500
 
                                                         
Net loss
   
-
     
-
     
-
     
-
     
-
     
(3,758,478
)
   
(3,758,478
)
                                                         
Balance, February 28, 2014
   
-
   
$
-
     
178,211,500
   
$
17,821
   
$
3,017,104
   
$
(3,758,478
)
 
$
(723,553
)
 
See accompanying notes to condensed consolidated unaudited financial statements
 
 
F-3

 
 
IL2M International Corp
(f/k/a Dynamic Nutra Enterprises Holdings, Inc)
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
For the period October 17, 2013 (Inception) to February 28, 2014
(Unaudited)
 
   
For the period
from
October 17, 2013
 
   
(Inception to
February 28, 2014
 
CASH FLOWS FROM OPERATING ACTIVITIES:
     
Net Loss
 
$
(3,758,478
)
Adjustments to reconcile net loss to cash used in operating activities:
 
Depreciation Expense
   
1,926
 
Stock issued for services - related party
   
2,510
 
In kind contribution of services
   
184,932
 
In kind contribution of interest
   
4,535
 
Change in fair value of derivative liability
   
23,294,729
 
Gain on debt extinguishment
   
(20,423,321
)
Deferred rent payable
   
42,620
 
Changes in operating assets and liabilities:
       
(Increase) in other assets
   
(29,070
)
Increase in accounts payable and accrued expenses
   
104,212
 
 Net Cash Used In Operating Activities
   
(575,405
)
         
CASH FLOWS FROM INVESTING ACTIVITIES:
       
Payments for property and equipment
   
(21,278
)
Net Cash Used in Investing Activities
   
(21,278
)
         
CASH FLOWS FROM FINANCING ACTIVITIES:
       
Proceeds from loan payable - related party
   
596,683
 
Net Cash Provided By Financing Activities
   
596,683
 
         
Net Decrease in Cash and Cash Equivalents
   
-
 
         
Cash and Cash Equivalents - Beginning of Period
   
-
 
         
Cash and Cash Equivalents - End of Period
 
$
-
 
         
SUPPLEMENTARY CASH FLOW INFORMATION:
       
         
Cash Paid During the Period for:
       
Taxes
 
$
-
 
Interest
 
$
-
 
 
See accompanying notes to condensed consolidated unaudited financial statements
 
 
F-4

 
 
IL2M INTERNATIONAL CORP
(F/K/A DYNAMIC NUTRA ENTERPRISES HOLDINGS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2014
UNAUDITED
 
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A)  Basis of Presentation

The accompanying condensed consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.

On October 17, 2013, il2m Inc. was incorporated under the laws of State of Nevada. On January 9, 2014, il2m Inc. entered into a Stock Purchase and Share Exchange agreement with il2m International Corporation. The transaction has been accounted for the transaction as a combination of entities under common control (see Note 9(F)). For accounting purposes, this transaction is being accounted for as a merger of entities under common control and has been treated as a recapitalization of il2m, International Corporation with il2m, Inc. as the accounting acquirer. The historical financial statements of the accounting acquirer became the financial statements of the registrant. The Company did not recognize goodwill or any intangible assets in connection with the transaction. The 125,000,000 shares issued to the shareholder of il2m Inc. in conjunction with the share exchange transaction has been presented as outstanding for all periods. The historical financial statements include the operations of the accounting acquirer for all periods presented and the accounting acquiree for the period from January 9, 2014 through February 28, 2014.

il2m International Corp. was incorporated under the laws of the State of Nevada on June 8, 2010 under the name "Dynamic Nutra Enterprises Holdings, Inc." to market and sell a brewer's yeast product called  Beta Glucan™ that can eliminate acne for a majority of people who use it as a dietary supplement. Effective November 15, 2013, our Board of Directors and the majority shareholders of the Company approved an amendment to our articles of incorporation to change our name from "Dynamic Nutra Enterprises Holdings Inc." to "il2m International Corp." (the “Name Change Amendment”). The Name Change Amendment was filed with the Secretary of State of Nevada on November 26, 2013 changing the name of the Company to "il2m International Corp." (the "Name Change"). The Name Change was effected to better reflect the future business operations of the Company.
 
 
F-5

 
 
IL2M INTERNATIONAL CORP
(F/K/A DYNAMIC NUTRA ENTERPRISES HOLDINGS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2014
UNAUDITED
 
On November 15, 2013 the Company declared a 1 for 10 reverse common stock split to stockholders. The Stock Split was effectuated on January 9, 2014 based upon filing the appropriate documentation with FINRA. Per share and weighted average amounts have been retroactively restated in the accompanying financial statements and related notes to reflect this stock split (See Note 9(E)).

Therefore, our business operations will change to that of developing, creating and marketing a social media platform called Ilink2music.com. Ilink2music.com is an unparalleled social media platform that will allow users to unify their personal digital-mobile lifestyle while simultaneously providing exclusive international music entertainment content, networking, events, products, services; featuring a unique internet radio station and exceptional co-creation content aiming at facilitating and revolutionizing the management of your on-line “way of life”. Our platform is a Horizontal - adaptable business model based on the strategic use of Multi-Sensory Branding, Co-Creation, Product Placement, Immersion User Experience Applications, ROI Relationship/Currency with Economy and Licensing Structures. It is built to adapt and to embrace the monumental shifts and disruptive technologies that are changing every facet of business. Ilink2music.com is positioned to leverage and facilitate change in the Global end user driven Digital/ Mobile content/Product placement Eco system.

Ilink2music.com will enable the user to create a profile in the music entertainment zone that displays his/her talents or expertise, whether they are a musician, composer, songwriter, vocalist, performer, conductor, arranger, instrumentalist, dancer, choreographer, DJ, music video producer and/or director, booking agent, recording studio, audio engineer, record label, events planner, music venue, music broadcaster, music educator, music publisher, road crew, talent manager, entertainment lawyer, etc. The user can also simply be a music fan that enjoys listening to music, socializing or following and supporting others. Each member will be able to network within our community in order to find what they’re looking for: a singer for a band, an event planner for a nightclub, a DJ for a party, a violinist or pianist for an orchestra, a choreographer for your dance crew, a music venue for your event.
 
Activities during the development stage include developing the business plan and raising capital.

(B) Principles of Consolidation
 
The accompanying 2014 consolidated financial statements include the accounts of il2m Inc. and its wholly owned subsidiary, il2m International Corporation (from January 9, 2014, merger). All intercompany accounts have been eliminated upon consolidation.
 
 
F-6

 
 
IL2M INTERNATIONAL CORP
(F/K/A DYNAMIC NUTRA ENTERPRISES HOLDINGS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2014
UNAUDITED
 
(C) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.  Actual results could differ from those estimates. Significant estimates include estimated lives of depreciable assets, valuation of deferred tax assets, valuation of in-kind contribution of services and interest and estimated fair value of derivative instruments.

(D) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.  At February 28, 2014, the Company had no cash equivalents.

(E) Website Development Costs
 
The Company has adopted the provisions of FASB Accounting Standards Codification No. 350 Intangible - Goodwills and Other. Costs incurred in the planning stage of a website are expensed, while costs incurred in the development stage are capitalized and amortized over the estimated five year life of the asset.
 
(F) Loss Per Share
 
In accordance with the accounting guidance now codified as FASB ASC Topic 260, “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 computation of basic and diluted loss per share at February 28, 2014 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:
 
   
February 28,
2014
 
         
Convertible Debt (Exercise price - $0.001/share)     22,500,000  
      22,500,000  
 
 
F-7

 
 
IL2M INTERNATIONAL CORP
(F/K/A DYNAMIC NUTRA ENTERPRISES HOLDINGS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2014
UNAUDITED
 
(G) Advertising Expense
 
Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $3,558 for the period from October 17, 2013 (inception) to February 28, 2014.

 (G) Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(H) Operating Leases

The Company leases approximately 3,300 square feet of space under a 4-year lease executed on October 2, 2013. The lease commenced on February 1, 2014. The Company occupied the lease space on October 15, 2013 through January 31, 2014 free of charge. These months were included as part of the monthly straight-line rent expense calculation. The rent expense under this lease for the period from October 17, 2013 to February 28, 2014 was $55,922.

Deferred rent payable at February 28, 2014 was $42,620. Deferred rent payable is the sum of the difference between the monthly rent payment and the straight-line monthly rent expense of an operating lease that contains escalated payments in future periods.

(I) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(J) Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.
 
 
F-8

 
 
IL2M INTERNATIONAL CORP
(F/K/A DYNAMIC NUTRA ENTERPRISES HOLDINGS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2014
UNAUDITED
 
(K) Fair Value of Financial Instruments

The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions.  This guidance defines fair value as the price that would be received from m selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

 
Level 1 – quoted market prices in active markets for identical assets or liabilities.
 
 
Level 2 -inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
 
 
Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company's financial instruments consist of accounts payable, accrued expenses, notes payable, deferred rent payable and loan payable - related party. The carrying amount of the Company's financial instruments approximates their fair value as of February 28, 2014, due to the short-term nature of these instruments.
 
 
F-9

 
 
IL2M INTERNATIONAL CORP
(F/K/A DYNAMIC NUTRA ENTERPRISES HOLDINGS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2014
UNAUDITED
 
(L) Derivative Financial Instruments

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes.  In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model.  In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement.  If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.
 
Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.  In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

(M) Recent Accounting Pronouncements

Recent accounting pronouncements issued by FASB (including its Emerging Issues Task Force), the AICPA, and the SEC, did not, or are not believed by management, to have a material impact on the Company’s present or future financial statements.
 
NOTE 2
EQUIPMENT AND WEBSITE DEVELOPMENT COSTS
 
   
February 28,
2014
 
Estimated
Useful Life
 
           
Furniture and Fixtures   $ 7,415   3 years  
Computer Equipment     8,271   3 years  
Office Equipment     5,592   3 years  
    $ 21,278      
Less: Accumulated Depreciation     (1,926 )    
Property and Equipment, Net   $ 19,352      
 
Depreciation expense was $1,926 for the period from October 17, 2013 (inception) to February 28, 2014.

NOTE 3
LOAN RECEIVABLE

On January 9, 2014, the Company loaned $300 to a former related party. The loan is non-interest bearing and due on demand.
 
 
F-10

 
 
IL2M INTERNATIONAL CORP
(F/K/A DYNAMIC NUTRA ENTERPRISES HOLDINGS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2014
UNAUDITED
 
NOTE 4
DEBT DISCOUNT

The debt discount pertains to convertible debt that contains embedded conversion options that are required to be bifurcated and reported at fair value and original issue discounts. On January 20, 2014, the Company amended the terms of the debt agreement to change the conversion price from $0.0001 per share to $0.001 per share. On January 23, 2014, $52,500 of the principal balance of the convertible note was converted into 52,500,000 shares of common stock.
 
The Company amortized $48,658 for the period from January 9, 2014 to February 28, 2014.
 
   
February 28,
2014
 
         
Debt discount associated with convertible debt   $ 48,658  
Accumulated amortization of debt discount     (48,658
         
Debt Discount - Net   $ -  
 
NOTE 5
CONVERTIBLE NOTES

The debt holders are entitled, at their option, to convert all or part of the principal and accrued interest into shares of the Company’s common stock at the conversion prices and terms discussed above. The Company classifies embedded conversion features in these notes as a derivative liability due to management’s assessment that the Company may not have sufficient authorized number of shares of common stock required to net-share settle. See Note 6 regarding accounting for derivative liabilities.

On January 9, 2014, the Company issued a convertible promissory note in the amount of $52,500. The note was bearing an interest at a rate of 3% per annum and is due on September 30, 2014. The note can be converted into shares of Common Stock of the Company at a conversion price to $0.0001 per share.

On January 20, 2014, the Company amended the terms of the convertible note agreement to change the conversion price from $0.0001 per share to $0.001 per share. The Company determined that since the conversion price of the debt was increased from $0.0001 per share to $0.001 per share, this effectively represented debt instruments being exchanged with substantially different terms and applied debt extinguishment accounting, resulting in a $20,423,321 gain on extinguishment of debt and expensed the remaining debt discount of $48,658.
 
 
F-11

 
 
IL2M INTERNATIONAL CORP
(F/K/A DYNAMIC NUTRA ENTERPRISES HOLDINGS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2014
UNAUDITED
 
On January 23, 2014, $52,500 of the principal balance of the convertible note was converted into 52,500,000 shares of common stock. As of February 28, 2014, the Company has accrued interest of $1,088 (see Note 9 (G)).

On January 9, 2014, the Company issued a convertible promissory note in the amount of $22,500. The note is non-interest bearing and due on demand.  The note can be converted into shares of Common Stock of the Company at a conversion price to $0.0001 per share. The price per share was subsequently adjusted to $0.001 per share to reflect the 1 for 10 reverse common stock split effectuated on January 9, 2014. As of February 28, 2014, the principle balance remained at $22,500.

NOTE 6
DERIVATIVE LIABILITIES

The Company identified conversion features embedded within convertible debt. The Company has determined that the features associated with the embedded conversion option should be accounted for at fair value as a derivative liability as the Company could not determine if a sufficient number of shares would be available to settle all transactions.
 
The fair value of the conversion feature is summarized as follows:
 
Derivative Liability as of January 9, 2014   $ 11,575,250  
Change in the fair value of embedded derivative liability     (2,822,750
Reclassification of derivative liability associated with convertible debt     (8,752,500
         
Derivative Liability as of February 28, 2014   $ -  

The Company recorded a derivative expense of $23,246,071 for the period from October 17, 2013 (inception) to February 28, 2014.

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions:
 
   
Commitment
Date
   
Re-measurement
Date
 
Expected dividends:   0%     0%  
Expected volatility:   203.66% - 204.70%     243.61% - 248.65%  
Expected term:   1 Year     1 Year  
Risk free interest rate:   0.11%     0.11% - 0.13%  
 
 
F-12

 
 
IL2M INTERNATIONAL CORP
(F/K/A DYNAMIC NUTRA ENTERPRISES HOLDINGS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2014
UNAUDITED
 
NOTE 7
NOTE PAYABLE

On January 9, 2014, the Company received $100 from an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand.

NOTE 8
LOAN PAYABLE – RELATED PARTY

For the period from October 17, 2013 (inception) to February 28, 2014, a foreign corporation (the “Foreign Corporation”) which is a Company controlled by the Company’s Chief Executive Officer paid operating expenses on behalf of the Company totaling $576,085 The amount is treated as loan payable – related party which is non-interest bearing and due on demand (see Note 11). The Company recorded a total of $4,535 in imputed interest as an in-kind contribution for the period from October 17, 2013 (inception) to February 28, 2014 (see Note 9(C)).

For the period from October 17, 2013 (inception) to February 28, 2014, the Officer of the Company paid operating expenses on behalf of the Company totaling $21,349. The amount is treated as loan payable – related party which is non-interest bearing and due on demand (see Note 11).

For the period from October 17, 2013 (inception) to February 28, 2014, a related party paid operating expenses on behalf of the Company totaling $894. The amount is treated as loan payable – related party which is non-interest bearing and due on demand (see Note 11).

NOTE 9
STOCKHOLDERS’ EQUITY

(A) Preferred Stock
 
The Company’s Articles of Incorporation authorize 10,000,000 shares of preferred stock with a par value of $.0001 with rights and preferences to be determined by the Board of Directors.

(B) Common Stock Issued for Cash and Services

For the period from October 17, 2013 (inception) to February 28, 2014, the Company issued 2,500 shares of common stock to the former director for services with a fair value of $2,500 ($1/per share) (See Note 11).

On October 17, 2013, the Company issued 125,000,000 shares of common stock to the founder of the Company for services having a fair value of $10 ($0.00000008/share).
 
 
F-13

 
 
IL2M INTERNATIONAL CORP
(F/K/A DYNAMIC NUTRA ENTERPRISES HOLDINGS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2014
UNAUDITED
(C) In Kind Contribution of Services and Interest

For the period from October 17, 2013 (inception) to February 28, 2014, a total of $4,535 in imputed interest relating to loan payable - related party was recorded as an in-kind contribution of interest (see Note 8).

For the period from October 17, 2013 (inception) to February 28, 2014, the Officer of the Company contributed services having a fair value of $184,932 (See Note 11).
 
(D) Amended to the Articles of Incorporation

On November 15, 2013 the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized capital stock increased to 500,000,000 common shares at a par value of $0.0001 per share, with class and series designations, voting rights, and relative rights and preferences to be determined by the Board of Directors of the Company from time to time.

(E) Stock Split

On November 15, 2013, the Company declared a 1 for 10 reverse common stock split effective to stockholders of record on January 9, 2014.  Per share and weighted average amounts have been retroactively restated in the accompanying financial statements and related notes to reflect this stock split.

(F) Common Stock Issued for Acquisition of an Entity Under Common Control

On January 9, 2014, the Company entered into a Stock Purchase and Share Exchange agreement with il2m, Inc. The Company was deemed to have issued 709,000 shares of common stock to the shareholders of il2m International Corporation. The Company has accounted for the transaction as a combination of entities under common control and accordingly, recorded the merger at historical cost of ($6,014,552) ($8.48/share) (See Note 11).
 
(G) Common Stock Issued for Convertible Note

On January 23, 2014, the Company issued 52,500,000 shares to settle a convertible note payable of $52,500.
 
NOTE 10
COMMITMENTS AND CONTINGENCIES

The Company leases approximately 3,300 square feet of space under a 4-year lease executed on October 2, 2013. The lease commenced on February 1, 2014. The Company occupied the lease space on October 15, 2013 through January 31, 2014 free of charge. These months were included as part of the monthly straight-line rent expense calculation. The rent expense under this lease or the period from October 17, 2013 to February 28, 2014 was $55,922.
 
 
F-14

 
 
IL2M INTERNATIONAL CORP
(F/K/A DYNAMIC NUTRA ENTERPRISES HOLDINGS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2014
UNAUDITED
Deferred rent payable at February 28, 2014 was $42,620. Deferred rent payable is the sum of the difference between the monthly rent payment and the straight-line monthly rent expense of an operating lease that contains escalated payments in future periods.

Future minimum lease commitments are as follows:
 
Year
 
Amount
 
2014
  $ 146,322  
2015
    151,454  
2016
    154,856  
2017
    172,826  
2018
    14,535  
    $ 639,993  
 
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.

NOTE 11
RELATED PARTY TRANSACTIONS

On January 9, 2014, the Company entered into a Stock Purchase and Share Exchange agreement with il2m, Inc. The Company was deemed to have issued 709,000 shares of common stock to the shareholders of il2m International Corporation. The Company has accounted for the transaction as a combination of entities under common control and accordingly, recorded the merger at historical cost of ($6,014,552) ($8.48/share) (See Note 9(F)).

For the period from October 17, 2013 (inception) to February 28, 2014, a foreign corporation (the “Foreign Corporation”) which is a Company controlled by the Company’s Chief Executive Officer paid operating expenses on behalf of the Company totaling $576,085 The amount is treated as loan payable – related party which is non-interest bearing and due on demand (see Note 8). The Company recorded a total of $4,535 in imputed interest as an in-kind contribution for the period from October 17, 2013 (inception) to February 28, 2014 (see Note 9(C)).
 
 
F-15

 
 
IL2M INTERNATIONAL CORP
(F/K/A DYNAMIC NUTRA ENTERPRISES HOLDINGS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2014
UNAUDITED
 
For the period from October 17, 2013 (inception) to February 28, 2014, the Officer of the Company paid operating expenses on behalf of the Company totaling $21,349. The amount is treated as loan payable – related party which is non-interest bearing and due on demand (see Note 8).

For the period from October 17, 2013 (inception) to February 28, 2014, a related party paid operating expenses on behalf of the Company totaling $894. The amount is treated as loan payable – related party which is non-interest bearing and due on demand (see Note 8).

For the period from October 17, 2013 to February 28, 2014, the Officer of the Company contributed services having a fair value of $184,932 (See Note 9(C)).

For the period from October 17, 2013 to February 28, 2014, the Company issued 2,500 shares of common stock to a director of the Company for services with a fair value of $2,500 ($1 per share) (See Note 9(B)).

NOTE 12
GOING CONCERN

As reflected in the accompanying condensed unaudited financial statements, the Company is in the development stage with limited operations, a working capital deficit of $732,158 and stockholders’ deficit of $723,553 has used cash in operations of $575,405 from inception and has a net loss since inception of $3,758,478. This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
 
NOTE 13
SUBSEQUENT EVENTS

On March 14, 2014, the Company entered into a convertible note with a foreign corporation (the “Foreign Corporation”) which is a majority shareholder and is owned by the Company’s Chief Executive Officer.  The Foreign Corporation advanced $100,000, which is non-interest bearing, unsecured and due on June 14, 2014. The note holder may convert the note into 400,000  shares of common stock with a par value of $0.0001 per share with the conversion price of $0.25 per share. The Company has determined that this is conventional convertible debt.
 
 
F-16

 
 
IL2M INTERNATIONAL CORP
(F/K/A DYNAMIC NUTRA ENTERPRISES HOLDINGS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2014
UNAUDITED
 
On March 14, 2014, the Company entered into a convertible note with a foreign corporation (the “Foreign Corporation”) which is a majority shareholder and is owned by the Company’s Chief Executive Officer.  The Foreign Corporation advanced $125,000, which is non-interest bearing, unsecured and due on June 14, 2014. The note holder may convert the note into 500,000 shares of common stock with a par value of $0.0001 per share with the conversion price of $0.25 per share. The Company has determined that this is conventional convertible debt.
 
As of March 27, 2014, a foreign corporation (the “Foreign Corporation”) which is a Company controlled by the Company’s Chief Executive Officer paid operating expenses on behalf of the Company totaling $722,833. The amount is treated as loan payable – related party which is non-interest bearing and due on demand. On March 14, 2014, the Company entered into a 231,000 Canadian dollars of note payable with the foreign corporation in exchange for funds received from the loan payable – related party totaling $207,233. The note payable is unsecured, bearing 5% interest per annum and due on June 1, 2014. On March 27, 2014, the Company entered into a $515,600 of convertible note payable with the foreign corporation in exchange for funds received from the loan payable – related party totaling $515,600. The convertible note can be converted into the Company’s common stock at a par value of $0.0001 per share with the conversion price of the lesser of $0.10 per share or 50% of the average trading price of the Company’s common stock on the OTCQB Markets for the five days preceding the date of conversion.
 
 
F-17

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

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

General

On October 17, 2013, il2m Inc. was incorporated under the laws of State of Nevada. On January 9, 2014, il2m Inc. entered into a Stock Purchase and Share Exchange agreement with il2m International Corporation. The transaction has been accounted for the transaction as a combination of entities under common control. For accounting purposes, this transaction is being accounted for as a merger of entities under common control and has been treated as a recapitalization of il2m, International Corporation with il2m, Inc. as the accounting acquirer. The historical financial statements of the accounting acquirer became the financial statements of the registrant. The Company did not recognize goodwill or any intangible assets in connection with the transaction. The 125,000,000 shares issued to the shareholder of il2m Inc. in conjunction with the share exchange transaction has been presented as outstanding for all periods. The historical financial statements include the operations of the accounting acquirer for all periods presented and the accounting acquiree for the period from January 9, 2014 through February 28, 2014.
 
il2m International Corp. was incorporated under the laws of the State of Nevada on June 8, 2010 under the name "Dynamic Nutra Enterprises Holdings Inc." to market and sell a brewer’s yeast product called Beta Glucan™ and other  nutraceuticals.  Effective November 15, 2013, our Board of Directors and the majority shareholders of the Company approved an amendment to our articles of incorporation to change our name from "Dynamic Nutra Enterprises Holdings Inc." to "il2m International Corp." (the “Name Change Amendment”). The Name Change Amendment was filed with the Secretary of State of Nevada on November 26, 2013 changing the name of the Company to "il2m International Corp." (the "Name Change"). The Name Change was effected to better reflect the future business operations of the Company.
 
Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company", "Dynamic Nutra Enterprises Holdings Inc." or "il2m International Corp." refers to il2m International Corp.
 
Reverse Stock Split

On November 15, 2013, the Board of Directors of the Company authorized and approved a reverse stock split of one for ten (1:10) of the Company's total issued and outstanding shares of common stock (the “Stock Split”). The Board of Directors considered further factors regarding approval of the Stock Split including, but not limited to: (i) current trading price of the Corporation’s shares of common stock on the OTC QB Market and potential to increase the marketability and liquidity of the Corporation’s common stock; (ii) possible reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold in their own portfolios; (iii) desire to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets; and (iv) posturing the Corporation and its structure in favorable position in order to effectively negotiate with potential acquisition candidates.
 
The Corporation filed the Definitive Information Statement, which was mailed to its shareholders providing notice of the Stock Split. The shareholders holding a majority of the total issued and outstanding common stock of the Corporation approved the Stock Split.
 
The Stock Split was effectuated on January 9, 2014 based upon filing the appropriate documentation with FINRA. The Stock Split decreased our total issued and outstanding shares of common stock from approximately 7,011,500 shares to 711,500 shares of common stock. The common stock will continue to be $0.0001 par value. Our trading symbol will have a "D" placed on the ticker symbol for twenty business days from the effective date of January 9, 2014 of the Stock Split and remain "DYNHD"). After twenty business days has passed, our trading symbol will change to "ILIM".  Our new cusip number is 45173T 102.
 
 
1

 
  
Information Statement on Form 14C

On December 2, 2013, we filed a definitive Information Statement on Form 14(c) with the Securities and Exchange Commission, which was furnished to all holders of our common stock as of November 15, 2013, in connection with the action taken by written consent of holders of a majority of our outstanding voting power to authorize the following: (i) ratification of the Name Change Amendment to change our name from "Dynamic Nutra Enterprises Holdings Inc." to "il2m International Corp."; (ii) ratification of an amendment to the articles of incorporation (the "Authorized Capital Amendment") to increase the total authorized capital to 500,000,000 shares of common stock, par value $0.0001 (the "Increase in Authorized Capital"); and (iii) ratification of a reverse stock split of one for ten (1:10) of our shares of common stock (the "Reverse Stock Split").

The names of the shareholders of record who held in the aggregate a majority of our total issued and outstanding common stock and who signed the written consent of stockholders is Sarkis Tsaoussin holding of record 4,650,000 pre-Reverse Stock Split shares of common stock (65%).

These actions were approved by written consent on November 15, 2013 by our Board of Directors and a majority of holders of our voting capital stock, in accordance with Nevada Revised Statutes. Our directors and majority of the shareholders of our outstanding capital stock, as of the record date of November 15, 2013, have approved the Name Change Amendment, the Authorized Capital Amendment and the Reverse Stock Split as determined were in the best interests of our Company and shareholders.

The Information Statement was distributed to our shareholders of record approximately December 5, 2013.

Share Exchange Agreement

On January 9, 2014, our Board of Directors authorized the execution of that certain share exchange agreement dated January 9, 2014 (the "Share Exchange Agreement") among  us, il2m Inc., a privately held Nevada corporation (“il2m”) and il2m Global Limited, a private Belize corporation and sole shareholder of il2m ("il2m Global"). In accordance with the terms and provisions of the Share Exchange Agreement, we acquired all of the issued and outstanding shares of stock of il2m from its sole shareholder, il2m Global, thus making i2lm our wholly-owned subsidiary, in exchange for the issuance to il2m Global of an aggregate 125,000,000 post-Reverse Stock split shares of our restricted common stock.  

We have accounted for this transaction as a combination of entities under common control and accordingly, recorded the transaction at historical cost of ($6,014,552). See Part II. Item 2. Unregistered Sales of Securities and Use of Proceeds.

Therefore, our business operations have changed to that of developing, creating and marketing a social media platform called Ilink2music.com. Management believes that Ilink2music.com is an unparalleled social media platform that will allow users to unify their personal digital-mobile lifestyle while simultaneously providing exclusive international music entertainment content, networking, events, products, services; featuring a unique internet radio station and exceptional co-creation content aiming at facilitating and revolutionizing the management of your on-line “way of life”. Our platform is a Horizontal - adaptable business model based on the strategic use of Multi-Sensory Branding, Co-Creation, Product Placement, Immersion User Experience Applications, ROI Relationship/Currency with Economy and Licensing Structures. It is built to adapt and to embrace the monumental shifts and disruptive technologies that are changing every facet of business. Management believes that Ilink2music.com is positioned to leverage and facilitate change in the global end user driven digital/ mobile content/product placement eco system.

Ilink2music.com will enable the user to create a profile in the music entertainment zone that displays his/her talents or expertise, whether they are a musician, composer, songwriter, vocalist, performer, conductor, arranger, instrumentalist, dancer, choreographer, DJ, music video producer and/or director, booking agent, recording studio, audio engineer, record label, events planner, music venue, music broadcaster, music educator, music publisher, road crew, talent manager, entertainment lawyer, etc. The user can also simply be a music fan that enjoys listening to music, socializing or following and supporting others. Each member will be able to network within our community in order to find what they’re looking for: a singer for a band, an event planner for a nightclub, a DJ for a party, a violinist or pianist for an orchestra, a choreographer for your dance crew, a music venue for your event.
 
 
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Current Operations

On March 19, 2014, we announced that we had begun construction on our first commercial radio station, which is located at our main officers in Burbank, California. We are currently finalizing station format and expect to launch the station during second quarter of 2014.  We have also in the process of hiring employees and engaging consultants. We have hired Damion "Damizza" Young, who is a radio industry veteran, to direct the construction of our radio station. During March 2014, we appointed Patricia Bock as our Director of Strategic Initiatives where she will be responsible for providing expertise and leadership of cross-functional teams and project managers to ensure proper analysis, prioritization and implementation of key strategic business operations. Ms. Bock is also president of PLB Entertainment, an artist management and record label consulting and marketing business. During April 2014, we retained Jerry Blair and Global Entertainment Management to collaborate with our entertainment and artist management division by working with our artists and facilitating management, touring, publishing, merchandising and recorded music.
  
Results of Operations

The Share Exchange Agreement results in the treatment of the Company and its wholly-owned subsidiary as entities under common control, which reflects il2m Inc. from October 17, 2013 (inception) to February 28, 2014 and il2m International Corp., our wholly-owned subsidiary from January 9, 2014, the date of the Share Exchange Agreement to February 28, 2014. The prior operations for accounting purposes is deemed to be those of the accounting acquirer, which differs from the legal acquirer.

The following table presents the statement of operations for the period from October 17, 2013 (inception) to February 28, 2014 and for the three months ended February 28, 2014.

   
For Three
Months Ended
 February 28,
2014
   
For Period
from
October 17,
2013
(inception) to
February 28,
2014
 
             
Revenues
  $ -     $ -  
                 
Total Operating Expenses
    667,698       881,966  
                 
Total Other Income (Expense)
    (2,875,924 )     (2,876,512 )
                 
Net Income (loss)
  $ (3,543,622 )   $ (3,758,478 )
                 
Net loss per share - basic and diluted
  $ (0.02 )   $ (0.03 )

For the Period From October 17, 2013 (inception) to February 28, 2014

Total Revenues. For the period from October 17, (inception) to February 28, 2014, we did not generate any revenue.

Operating Expenses. Operating expenses for the period from October 17, 2013 (inception) to February 28, 2014 were $881,966. For the period from October 17, 2013 (inception) to February 28, 2014, we incurred: (i) consulting expense of $527,314; (ii) professional expense of $28,262; (iii) advertising expense of $3,558; (iv) in kind contribution of services of $184,932; and (v) general and administrative of $137,900. Operating expenses substantially increased due to the increases in consulting expense, in kind contribution of services and general and administrative based on the increased scope and scale of our business operations, including the commencement of construction on our commercial radio station and the engagement of consultants.
 
 
3

 

Other Income (Expense)s.  Other expenses for the period from October 17, 2013 (inception) to February 28, 2014 were ($2,876,512). Other expenses consisted of: (i) change in fair value of embedded derivative liability of $23,246,071; (ii) amortization of debt discount of $48,658; and (iii) interest expense of $5,104 (which was offset by other income of $20,423,321 in gain on debt extinguishment) resulting in net other expenses of $2,876,512. Based on the Reverse Stock Split and in the best interests of our shareholders, we amended the terms of that certain convertible note to change the conversion price from $0.0001 per share to $0.001 per share. This effectively represented debt instruments being exchanged with substantially different terms and applied debt extinguishment accounting resulting in $20,423,321 gain on extinguishment of debt and expensing the remaining debt discount of $48,658. See "Convertible Notes - Material Commitments" and Item 2.
  
Net Loss. Therefore, our net loss for the period from October 17, 2013 (inception) to February 28, 2014 was ($3,758,478) or per share of ($0.03). Net loss generally increased primarily due to the recording of the change in fair value of embedded derivative liability of $23,246,071 and increase in operating expenses.

The weighted average number of shares outstanding during the period from October 17, 2013 (inception) to February 28, 2014 was 139,369,963 (which takes into consideration the Reverse Stock Split).
 
Three Months Ended February 28, 2014

Total Revenues. For the three months ended February 28, 2014, we did not generate any revenue.

Operating Expenses. Operating expenses for the three months ended February 28, 2014 were $667,698. For the three months ended February 28, 2014, we incurred: (i) consulting expense of $375,107; (ii) professional expense of $12,556; (iii) advertising expense of $3,558; (iv) in kind contribution of services of $184,932; and (v) general and administrative of $91,545. Operating expenses increased due to the increases in consulting expense, in kind contribution of services and general and administrative based on the increased scope and scale of our business operations, including the commencement of construction on our commercial radio station and the engagement of consultants..

Other Income (Expenses).  Other expenses for the three months ended February 28, 2014 was ($2,875,924). Other expenses consisted of: (i) change in fair value of embedded derivative liability of $23,246,071; (ii) amortization of debt discount of $48,658; and (iii) interest expense of $91,545 (which was offset by other income of $20,423,321 due to gain on debt extinguishment) resulting in other loss of $2,875,924. Based on the Reverse Stock Split and in the best interests of our shareholders, we amended the terms of that certain convertible note to change the conversion price from $0.0001 per share to $0.001 per share. This effectively represented debt instruments being exchanged with substantially different terms and applied debt extinguishment accounting resulting in $20,423,321 gain on extinguishment of debt and expensed the remaining debt discount of $48,658. See "Convertible Notes - Material Commitments" and Item 2.
 
Net Income (Loss). Therefore, our net loss for the three months ended February 28, 2014 was ($3,543,622) or per share of ($0.02). Net loss increased primarily due to the recording of the change in fair value of the embedded derivative liability of $23,246,071.

The weighted average number of shares outstanding during the three month period ended February 28, 2014 was 146,635,674 (which takes into consideration the Reverse Stock Split).

Capital Resources and Liquidity

As of February 28, 2014, our current assets were $300 and our current liabilities were $732,458, which resulted in a working capital deficit of $732,158.
 
As of February 28, 2014, our current assets were comprised of $300 in loan receivable. As of February 28, 2014, our total assets were $48,722 comprised of: (i) current assets of $300; (ii) $14,535 in security deposit; (iii) $14,535 in prepaid rent; and (iv) $19,352 in property and equipment, net.
 
 
4

 

As of February 28, 2014, our current liabilities were comprised of: (i) $108,727 in accounts payable and accrued expenses; (ii) $2,803 in deferred rent; (iii) $100 in note payable; (iv) $598,328 in amount due to related party; and (v) $22,500 in note payable - convertible. As of February 28, 2014, our total liabilities were comprised of: (i) current liabilities of $732,458; and (ii) deferred rent of $39,817. The increase in total liabilities was primarily due to the amounts due to related party of $598,328. A foreign corporation, which is controlled by our President/Chief Executive Officer, paid operating expenses on our behalf and the amount is treated as amount due to related party, which is non-interest bearing and due on demand.

Stockholders’ deficit was ($723,553) as of February 28, 2014.
 
Cash Flows from Operating Activities. We have not generated positive cash flows from operating activities due to a lack of a source of revenues. For the period from October 17, 2013 (inception) to February 28, 2014, net cash flows used in operating activities was $575,405. Net cash flows used in operating activities consisted primarily of a net loss of $3,758,478, which was adjusted by $1,926 in depreciation expense, $2,510 in stock issued for services-related party, $184,932 for in kind contribution of services, $4,535 for in kind contribution of interest, $23,294,729 in change in fair value of derivative liability, ($20,423,321) in gain on extinguishment of debt, and $42,620 in deferred rent payable. Net cash flows used in operating activities was further changed by increases in accounts payable and accrued expenses of $104,212 and of $29,070 in prepaid expenses.

Cash Flows from Investing Activities. For the period from October 17, 2013 (inception) to February 28, 2014, net cash flows used in investing activities was $21,278 relating to payments for property and equipment.
 
Cash Flows from Financing Activities. We have financed our operations primarily from debt or the issuance of equity instruments. For the period from October 17, 2013 (inception) to February 28, 2014, net cash flows provided from financing activities was $596,683 consisting of proceeds from loan payable - related party.
 
Plan Of Operation and Funding
 
We expect that working capital requirements will continue to be funded through a combination of our existing funds and future generation of revenues. Our working capital requirements are expected to increase in line with the growth of our business. Our principal demands for liquidity are to increase capacity, marketing, and general corporate purposes. We intend to meet our liquidity requirements, including capital expenditures related to the purchase of equipment and/or inventory, and the expansion of our business, through cash flow provided by operations and funds raised through proceeds from the issuance of debt or equity. Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. We may finance expenses with further issuances of securities and debt issuances. Any additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all.
 
Material Commitments
 
Convertible Notes
 
On January 9, 2014, we issued a convertible promissory note in the amount of $52,500. The note was bearing an interest at a rate of 3% per annum and is due on September 30, 2014. The note can be converted into shares of our common stock at a conversion price to $0.0001 per share.

On January 20, 2014, we amended the terms of the convertible note agreement to change the conversion price from $0.0001 per share to $0.001 per share. We determined that since the conversion price of the debt was increased from $0.0001 per share to $0.001 per share, this effectively represented debt instruments being exchanged with substantially different terms and applied debt extinguishment accounting, resulting in a $20,423,321 gain on extinguishment of debt and expensed the remaining debt discount of $48,658.

On January 23, 2014, $52,500 of the principal balance of the convertible note was converted into 52,500,000 shares of common stock. As of February 28, 2014, the Company has accrued interest of $1,088.

On January 9, 2014, we issued a convertible promissory note in the amount of $22,500. The note is non-interest bearing and due on demand.  The note can be converted into shares of our common stock at a conversion price to $0.0001 per share. The price per share was subsequently adjusted to $0.001 per share to reflect the 1 for 10 reverse common stock split effectuated on January 9, 2014. As of February 28, 2014, the principle balance remained at $22,500.
 
 
5

 

Loans Payable – Related Party

For the period from October 17, 2013 (inception) to February 28, 2014, a foreign corporation (the “Foreign Corporation”) which is a company controlled by our President/Chief Executive Officer, paid operating expenses on our behalf totaling $576,085 The amount is treated as loan payable – related party which is non-interest bearing and due on demand. We recorded a total of $4,535 in imputed interest as an in-kind contribution for the period from October 17, 2013 (inception) to February 28, 2014.

For the period from October 17, 2013 (inception) to February 28, 2014, our President/Chief Executive Officer paid operating expenses on our behalf totaling $21,349. The amount is treated as loan payable – related party which is non-interest bearing and due on demand.
 
For the period from October 17, 2013 (inception) to February 28, 2014, a related party paid operating expenses on behalf of the Company totaling $894. The amount is treated as loan payable – related party which is non-interest bearing and due on demand.

As of March 27, 2014, the Foreign Corporation paid operating expenses on our behalf totaling $722,833. The amount is treated as loan payable – related party which is non-interest bearing and due on demand

Convertible Notes - Related Party

A foreign corporation, which is a company controlled by our President/Chief Executive Officer, paid operating expenses on our behalf. Therefore, we issued the following notes:

On March 14, 2014, we entered into a convertible note with a foreign corporation (the “Foreign Corporation”) which is a majority shareholder and is owned by our President/Chief Executive Officer. The Foreign Corporation advanced $100,000, which is non-interest bearing, unsecured and due on June 14, 2014. The note holder may convert the note into 400,000  shares of common stock with a par value of $0.0001 per share with the conversion price of $0.25 per share.

On March 14, 2014, we entered into a convertible note with the Foreign Corporation, which is a majority shareholder and is owned by our President/Chief Executive Officer. The Foreign Corporation advanced $125,000, which is non-interest bearing, unsecured and due on June 14, 2014. The note holder may convert the note into 500,000 shares of common stock with a par value of $0.0001 per share with the conversion price of $0.25 per share.
 
On March 14, 2014, we entered into a 231,000 Canadian dollars of note payable with the Foreign Corporation in exchange for funds received from the loan payable – related party totaling $207,233. The note payable is unsecured, bearing 5% interest per annum and due on June 1, 2014.
 
On March 27, 2014, we entered into a $515,600 of convertible note payable with the Foreign Corporation in exchange for funds received from the loan payable – related party totaling $515,600. The convertible note can be converted into our common stock at a par value of $0.0001 per share with the conversion price of the lesser of $0.10 per share or 50% of the average trading price of our common stock on the OTCQB Markets for the five days preceding the date of conversion.
 
The debt holders are entitled, at their option, to convert all or part of the principal and accrued interest into shares of our common stock at the conversion prices and terms discussed above. We classified embedded conversion features in these notes as a derivative liability due to management’s assessment that we may not have sufficient authorized number of shares of common stock required to net-share settle. We identified conversion features embedded within convertible debt. We have determined that the features associated with the embedded conversion option should be accounted for at fair value as a derivative liability as we could not determine if a sufficient number of shares would be available to settle all transactions.
  
The fair value of the conversion feature is summarized as follows:
 
Derivative Liability - January 9, 2014
    11,575,250  
Change in the fair value of embedded derivative liability
    (2,822,750 )
Reclassification of derivative liability associated with convertible debt
    (8,752,500 )
         
Derivative Liability - February 28, 2014
  $ -0-  
 
 
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We recorded a derivative expense of $23,246,071 for the period from October 17, 2013 (inception) to February 28, 2014.
 
The fair value at the commitment and re-measurement dates for our derivative liabilities were based upon the following management assumptions:
 
   
Commitment Date
   
Re-measurement Date
 
             
Expected dividends:
   
0
%
   
0
%
Expected volatility:
   
203.66 - 204.70
%
   
243.61-248.65
%
Expected term:
 
1 Year
   
1 Year
 
Risk free interest rate:
   
0.11
%
   
0.11-0.13
%
 
Purchase of Significant Equipment

We do not intend to purchase any significant equipment during the next twelve months.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Going Concern

The independent auditors' report accompanying our December 31, 2013 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements for the period from October 17, 2013 (inception) to February 28, 2014 reference in note 12 our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. We have suffered recurring losses from operations, have a working capital deficit and are currently in default of the payment terms of certain note agreements. These factors raise substantial doubt about our ability to continue as a going concern.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Evaluation of disclosure controls and procedures. We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective.
 
 
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Management’s report on internal control over financial reporting. Our chief executive officer and our chief financial officer are responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
 
·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and
 
·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
  
Based on our assessment, our chief executive officer and our chief financial officer believe that, as of February 28, 2014, our internal control over financial reporting is not effective based on those criteria, due to the following:
 
Deficiencies in Segregation of Duties. Lack of proper segregation of functions, duties and responsibilities with respect to our cash and control over the disbursements related thereto due to our very limited staff, including our accounting personnel.
 
Deficiencies in the staffing of our financial accounting department. The number of qualified accounting personnel with experience in public company SEC reporting and GAAP is limited. This weakness does not enable us to maintain adequate controls over our financial accounting and reporting processes regarding the accounting for non-routine and non-systematic transactions. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, by this shortage of qualified resources.
 
In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the periods then ended.
 
This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this report.
 
Changes in internal control over financial reporting.
 
There were no significant changes in our internal control over financial reporting during the second quarter ended February 28, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
8

 
 
AUDIT COMMITTEE
 
Our board of directors has not established an audit committee. The respective role of an audit committee has been conducted by our board of directors. We intend to establish an audit committee during the fiscal year 2014. When established, the audit committee's primary function will be to provide advice with respect to our financial matters and to assist our board of directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.
 
PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

Share Exchange Agreement

We issued an aggregate of 125,000,000 post-Reverse Stock split shares of our restricted common stock at a per share price of $0.00000008 to the shareholder of il2m in accordance with the terms and provisions of the Share Exchange Agreement. The shares were issued in a private transaction in exchange for the acquisition by us of 100% of the total issued and outstanding shares of common stock of il2m. The shares were issued to one non-United States resident in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The il2m shareholder acknowledged that the securities to be issued have not been registered under the Securities Act, that it understood the economic risk of an investment in the securities, and that it had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

Conversion of Convertible Note

On January 23, 2014, we issued an aggregate of 52,500,000 shares of our common stock to certain entities in connection with the conversion of debt in the amount of $52,500. The debt is evidenced by that certain 3% convertible promissory note dated May 17, 2013 in the principal amount of $52,500 (the "Convertible Note") issued by us to Asia Capital Markets Limited LLC ("Asia Capital"). The Convertible Note was subsequently acquired by Gatehouse Financial Limited ("Gatehouse") from Asia Capital in accordance with the terms and provisions of that certain debt purchase agreement dated November 15, 2013 between Asia Capital and Gatehouse (the "Debt Purchase Agreement") as part of a transaction involving acquisition of and change in control of the Corporation. Subsequently, in accordance with the terms and provisions of that certain assignment of convertible note dated January 20, 2014 (the "Assignment"), Gatehouse sold and assigned a portion of its right, title and interest in and to the Convertible Note to separate assignees, which assignees all paid consideration to Gatehouse for the purchase of their respective interest. We received those certain notices of conversion and the Board of Directors authorized the issuance of the aggregate 52,500,000 shares of common stock to the separate assignees. The shares were issued in a private transaction in exchange for the acquisition by us of 100% of the total issued and outstanding shares of common stock of il2m. The shares were issued to approximately nine non-United States residents in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The assignees acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.
 
 
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

On November 15, 2013, there was a change in our control.

In accordance with the terms and provisions of that certain affiliate stock purchase agreement dated October 30, 2013 (the ("Stock Purchase Agreement") by and between Donna Cashwell, an equity holder of 65% of the total issued and outstanding shares of our common stock ("Cashwell"), and Sarkis Tsaoussian ("Tsaoussian"), Tsaoussian purchased from Cashwell all of the 4,650,000 shares of common stock pre-Reverse Stock split held of record by Cashwell.

Therefore, in accordance with the terms and provisions of the Stock Purchase Agreement, we accepted the resignations of all of our officers and directors effective November 14, 2013 as follows: (i) Richard Wheeler as our  President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and a member of the Board of Directors; and (ii) Luke Quinn as a member of the Board of Directors. Simultaneously, the Board of Directors appointed Sarkis Tsaoussian as the sole member of the Board of Directors and as the President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer.

Biography. Sarkis A. Tsaoussian is a dynamic, engaging and visionary leader with numerous achievements.  He is a seasoned senior executive and entrepreneur with over twenty years of senior level management experience in a variety of different industries.  In 1993, Mr. Tsaoussian joined Pizza Donini Inc. as a field supervisor and progressed through more responsible positions serving as secretary treasurer and director of Pizza Donini.com Inc. From January 1994 until in May 1997, he was appointed as president and chief operations officer. Pizza Donini Inc. was once a major player in the Montreal food industry having an average of thirty stores at any given time and was one of the first restaurant chains to implement the one number system for pizza delivery.  Mr.  Tsaoussian led the creation of Pizza Donini Inc.'s first bilingual website and was in complete charge of the chain’s call centre that employed close to forty agents, including the IT department, human resources. He also managed all on-going programming related to the call centre’s main frames and was a facilitator in franchisee/franchisor relations.  In 2004, Mr. Tsaoussian resigned from Pizza Donini Inc.

In late 2004, Mr. Tsaoussian incorporated a holding company that would soon own and operate three reputable dry-cleaning locations mainly serving high profile businessmen and women in the greater Montreal area.  Within a six month period, Mr. Tsaoussian upgraded all equipment to state-of-the-art technologically advanced computerized machinery capable of handling five times more volume.  By improving the cleaning and pressing, he increased all production within one year and also created a then non-existent wholesale division servicing many independent counters. Mr. Tsaoussian also renovated all customer areas and computerized cash registers, further increasing profitability by reducing cost. Over the next two to three years, he successfully sold all of the dry cleaning stores in order to return to the restaurant industry.
 
 
10

 
 
In 2008, Mr. Tsaoussian was appointed president of Pizza Nova Quebec Inc., reporting to the president of Pizza Nova Restaurants Limited, a pizza chain with over 120 franchised locations in the greater Toronto area. Within a three to four month period, Mr. Tsaoussian successfully re-opened five Pizza Nova restaurant locations in and around Montreal and built a complete functioning one-number call centre/central order processing department from the ground-up that was capable of servicing eight restaurants and employing six customer service agents with the technological foundation to grow tenfold effortlessly with minimal time and investment. Mr. Tsaoussian hired six field managers and roughly twelve employees per location, set-up payroll through ADP, controlled store inventory and supplier purchases on a weekly basis via computer software linked to a point of sale system, organized direct marketing campaigns and customer appreciation days at the store level for kids; designed delivery menus, created pizza promotions tailored for the Quebec market, set-up flyer mailings with the post office, handled all day to day operations hands-on by delegating multiple tasks to employees and reviewing them afterwards on a daily/weekly basis. He also put together a franchising package and hired staff to start screening individuals interested in becoming Quebec franchisees.  
 
In 2009, Mr. Tsaoussian founded Montreal Pizza Boys Restaurants Inc.  He created and implemented the entire concept/franchise system within a two month period and successfully converted six existing pizzerias in the greater Montreal area to the Montreal Pizza Boys banner in an additional six week period. He further built a complete functioning one-number call centre/central order processing department from the ground-up within a five day span that was capable of servicing ten restaurants and employing eight customer service agents with the technological foundation to grow tenfold effortlessly with minimal time and investment and set-up all suppliers and created a reporting system to control day to day operations.
 
From June 2010 to September 2012, Mr. Tsaoussian owned, administered and operated his final restaurant venture known as Gourmet Pizzeria in the heart of old Montreal.  It catered to a variety of tourists, surrounding business’, private parties and gatherings of all occasions, operated with a complete restaurant/bar license with an outdoor terrace and seating capacity of 120 guests, including two bars.  At September 2012, Mr. Tsaoussian sold the business in order to dedicate all of his time to il2m Inc. and ilink2music.com.  This was an idea he had started working on during the months of February/March of 2010.  Since then, he has been dedicating himself exclusively on building the right infrastructure/team in order to make this venture into a great success.
 
Mr. Tsaoussian is also a musician/keyboardist with extensive live stage and studio experience. He started playing the accordion at the age of five, then moved on to piano and organ. By the age of thirteen, Mr. Tsaoussian was sharing the stage with choirs and a multitude of accomplished classical musicians, playing the pipe-organ. Music was a passion, whether it was Latin, Mediterranean, American. He decided to part with classical music a year later and started performing as a pop keyboardist.  Over the next twenty years he organized, promoted, participated and performed for numerous events and fund-raising functions at several community centers and venues, particularly the ethnic and Mediterranean ones all over North America and even Europe.  In addition, he took complete charge of all music entertainment programs, sound systems and performed alongside a variety of musicians and vocalists from around the globe giving him priceless international music experience while simultaneously teaching him the fundamental importance of relationships.  
 
ITEM 6. EXHIBITS

Exhibit No.
 
Description
     
10.01
 
Share Exchange Agreement dated January 9, 2014 among il2m International Corp., formerly known as Dynamic Nutra Enterprises Holdings Inc., il2m Inc. and il2m International Ltd. , which is incorporated by reference to Exhibit 10.01 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2014.
10.02
 
Convertible Note dated March 14, 2014 between il2m International Corp. and il2m Global Ltd. in the amount of $100,000.00.
10.03
 
Convertible Note dated March 14, 2014 between il2m International Corp. and il2m Global Ltd. in the amount of $125,000.00.
10.04
 
Convertible Note dated March 14, 2014 between il2m International Corp and il2m Global Ltd in the amount of $231,000.00 Canadian Dollars.
10.05
 
Convertible Note dated March 27, 2014 between il2m International Corp. and il2m Global Ltd. in the amount of $515,600.00.
31.1
 
Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification of Principal Executive Officer and Principal Financial, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Schema
101.CAL
 
XBRL Taxonomy Calculation Linkbase
101.DEF
 
XBRL Taxonomy Definition Linkbase
101.LAB
 
XBRL Taxonomy Label Linkbase
101.PRE
 
XBRL Taxonomy Presentation Linkbase

 
11

 
 
SIGNATURES

Pursuant to the requirements 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.

Date: April 21, 2014

Il2m International Corp.
 
 
/s/ Sarkis Tsaoussian
 
Name: Sarkis Tsaoussian
Chief Executive Officer/President,  
Chief Financial Officer/Treasurer
 
 
 
12