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EX-31.2 - CERTIFICATION - TagLikeMe Corp.tagg_ex312.htm


U.S. 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 period ended March 31, 2014

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

 For the transition period from ___________ to ___________

Commission File No. 000-52139

Nola Energy Inc.
  (Name of small business issuer in its charter)
 
Nevada
 
201777817
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
Third Floor, 7-8 Conduit Street, Mayfair, London, UK W1S 2XF
(Address of principal executive offices)
 
44-207-290-6919
(Issuer’s telephone number)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Name of each exchange on which registered:
None
   
     
Securities registered pursuant to Section 12(g) of the Act:
 
 
Common Stock, $0.001
   
(Title of Class)
   
 
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 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 filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
 
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x
 
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.
 
N/A
 
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes o  No o
 
Applicable Only to Corporate Registrants
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
 
Class
 
Outstanding as of June 6, 2014
Common Stock, $0.001
 
4,549,286,560
 


 
 

 
NOLA ENERGY INC.

Form 10-Q

PART 1. FINANCIAL INFORMATION        
           
Item 1.
Financial Statements
    3  
           
 
Balance Sheet
    3  
           
 
Statement of Operations
    4  
           
 
Statement of Cash Flows
    5  
           
 
Notes to Financial Statements
    6  
           
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    14  
 
         
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
    22  
 
         
Item 4.
Controls and Procedures
    23  
           
PART II. OTHER INFORMATION        
 
         
Item 1.
Legal Proceedings
    24  
 
         
Item 1A.
Risk Factors
    24  
           
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    24  
           
Item 3.
Defaults Upon Senior Securities
    26  
 
         
Item 4.
Mine Safety Disclosures
    26  
           
Item 5.
Other Information
    26  
 
         
Item 6.
Exhibits
    28  

 
2

 
 
PART I

ITEM 1. FINANCIAL
 
NOLA ENERGY INC.
(formerly Taglikeme Corp.)
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
 
   
March 31,
 
   
2014
 
ASSETS
CURRENT ASSETS
     
Cash
  $ 681  
TOTAL CURRENT ASSETS
    681  
         
TOTAL ASSETS
  $ 681  
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT
         
CURRENT LIABILITIES
       
Accounts payable and accrued liabilities
  $ 405,914  
Due to related parties (Note 4)
    245,500  
Loans payable (Note 5)
    105,577  
Convertible promissory notes (Note 6)
    92,703  
Derivative liability (Note 6)
    1,533,647  
TOTAL CURRENT LIABILITIES
    2,383,341  
         
STOCKHOLDERS’ DEFICIT
       
Preferred shares $4.00 par value: 2,000,000 shares authorized 10,000 issued and outstanding at March 31, 2014
    40,000  
Common stock, $0.001 par value: 7,000,000,000 shares authorized 4,489,304,591 issued; 4,230,201,560 outstanding at March 31, 2014, respectively
    4,230,199  
Additional paid-in capital
    (6,652,859 )
Accumulated deficit during development stage
    -  
TOTAL STOCKHOLDERS’ DEFICIT
    (2,382,660 )
         
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT
  $ 681  

The accompanying notes are an integral part of these financial statements.
 
 
3

 
 
NOLA ENERGY INC.
(formerly Taglikeme Corp.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)

   
From inception (January 16, 2014) to
March 31, 2014
 
       
GENERAL AND ADMINISTRATIVE EXPENSES
  $ -  
         
NET OPERATING LOSS
    -  
         
OTHER INCOME (EXPENSES)
    -  
         
TOTAL OTHER INCOME (EXPENSES)
    -  
         
NET LOSS
  $ -  
       
BASIC LOSS PER COMMON SHARE
  $ (0.00 )
         
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC
    2,849,176,928  
 
The accompanying notes are an integral part of these financial statements.
 
 
4

 
 
NOLA ENERGY INC.
(formerly Taglikeme Corp.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
 
   
From inception
 
   
(January 16, 2014)
 
   
To March 31,
 
   
2014
 
       
CASH FLOWS FROM OPERATING ACTIVITIES
     
Net loss
  $ -  
         
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
    -  
         
NET CASH PROVIDED BY FINANCING ACTIVITIES
    -  
         
INCREASE (DECREASE) IN CASH
    -  
CASH, BEGINNING OF PERIOD
    681  
CASH, END OF PERIOD
  $ 681  
 
The accompanying notes are an integral part of these financial statements.
 
 
5

 
 
NOLA ENERGY INC.
(formerly Taglikeme Corp.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2014
(Unaudited)
 
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
 
Effective June 15, 2012, Morgan Creek Energy Corp. effected a name change on the OTC Bulletin Board to TagLikeMe Corp. (the “Company”). The Company is in the process of effecting a name change to Nola Energy Inc. The Company is a development stage company that was organized to enter into the oil and gas industry. The Company intended to locate, explore, acquire and develop oil and gas properties in the United States and within North America. In May 2012, the Company changed its business focus and plan to developing online and mobile content using search and sharing technology.

Effective June 29, 2012, the Company completed and consummated a share exchange agreement dated May 14, 2012, as fully executed on May 24, 2012 (the "Share Exchange Agreement") with Glob Media Works Inc., a company incorporated under the laws of the State of Washington ("Glob Media"), and each of the shareholders of Glob Media (collectively the "Glob Media Shareholders"), whereby the Corporation has acquired all of the issued and outstanding shares of Glob Media in exchange for the issuance of 45,378,670 shares of its restricted common stock to the Glob Media Shareholders on a pro rata basis in accordance with each Glob Media Shareholder's respective percentage equity ownership in Glob Media (Note 3). Glob Media owns intellectual property rights to its internet cloud based software application related to online search and social media developed by Glob Media. As a result of the closing of the Share Exchange Agreement, Glob Media has become the Company's direct wholly owned subsidiary.

Effective July 18, 2012, the Company completed a forward stock split by the issuance of 5 new shares for each 1 outstanding share of the Company’s common stock (Note 4). Unless otherwise noted, all references herein to number of shares, price per share or weighted average shares outstanding have been adjusted to reflect this stock split on a retroactive basis.

On January 7, 2014, the Board of Directors authorized an increase in the Company's shares of common stock to 4,000,000,000 shares, par value $0.001, and to create 20,000,000 shares of blank check preferred stock, par value $0.001.

Effective February 10, 2014, our Board of Directors approved the designation of 2,000,000 shares of Series A preferred stock (the "Series A Preferred Stock"). The Designation of Series A Preferred Stock was filed with the Nevada Secretary of State on February 14, 2014.

On February 27, 2014, the Board of Directors authorized the execution of that certain securities exchange agreement dated February 27, 2014 (the "Securities Exchange Agreement") among the Company, Nola Energy Inc., a private Nevada corporation (the “Nola”), and the shareholders of Nola who hold of record the total issued and outstanding shares of common stock of Nola. In accordance with the terms and provisions of the Securities Exchange Agreement, the Corporation shall acquire all of the issued and outstanding shares of stock of Nola from its sole shareholder, Gerard Danos, thus making Nola its wholly-owned subsidiary, in exchange for the issuance to Gerard Danos of an aggregate 10,000 shares of its Series A preferred stock of the Corporation. The shares of Series A Preferred Stock have voting rights. Gerard Danos as holder of the Series A preferred stock shall have the right to vote on any matter to be voted on by the stockholders of the Corporation (including any election or removal of the directors of the Corporation) and including to the extent specifically required by Nevada law. The voting rights of all then issued and outstanding shares of Series A preferred stock shall equal two times the voting rights of the then total issued and outstanding shares of common stock.

 
6

 
 
In further accordance with the terms and provisions of the Securities Exchange Agreement: (i) Gerard Danos shall be appointed as the President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and a member of the Board of Directors; (ii) Richard Elliot-Square shall resign from all officer positions held and retain his position as a member of the Board of Directors until both parties agree as to his resignation; (iii) execution of an executive service agreement between the Corporation and Richard Elliot-Square; and (iv) execution of a settlement agreement between the Corporation and Richard Elliot-Square regarding the settlement of $225,000 in debt due and owing to Richard Elliot Square.
 
Thus, this Securities Exchange Agreement represents a change in control of the Company and has been treated as a reverse merger whereby the new operating activities of the Company are those solely of Nola. Nola has purchased leases to multiple oilfield properties primarily in southwest Texas. The Company is in the process of effecting a name change to Nola Energy Inc.
 
On March 13, 2014, the Board of Directors authorized an increase in the Company's shares of common stock to 7,000,000,000 shares, par value $0.001. On March 13, 2014, the Company filed a Certificate of Amendment with the Nevada Secretary of State to increase its authorized capital to 7,000,000,000 shares of common stock, par value $0.001.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going concern

The Company commenced operations on October 19, 2004 and has not realized any revenues since inception. The ability of the Company to continue as a going concern is dependent on raising capital to fund ongoing operations and carry out its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. To date the Company has funded its initial operations by way of private placements of common stock and advances from related parties.

Unaudited Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.
 
Organization
 
The operating Company, Nola Energy Inc. was incorporated on January 16, 2014 in the State of Nevada. The Company’s fiscal year end is December 31.
 
Basis of presentation
 
These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.

 
7

 
 
Use of estimates
 
The preparation of financial statements in conformity with 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 period. Actual results could differ from those estimates. Significant areas requiring management’s estimates and assumptions are the determination of the fair value of transactions involving common stock and financial instruments. Other areas requiring estimates include deferred tax balances and asset impairment tests.

Cash and cash equivalents

For the statements of cash flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of March 31, 2014 that exceeded federally insured limits.

Financial instruments

The fair value of the Company’s financial assets and financial liabilities approximate their carrying values due to the immediate or short-term maturity of these financial instruments.

Earnings (loss) per common share

Basic earnings (loss) per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings (loss) per share reflects the potential dilution of securities that could share in the earnings of the Company. Dilutive earnings (loss) per share is equal to that of basic earnings (loss) per share as the effects of stock options and warrants have been excluded as they are anti-dilutive.

As of March 31, 2014, the Company has 1,205,669,062 potentially if-converted dilutive shares of common stock that are derived from the outstanding convertible notes payable.

Income taxes

The Company follows the liability method of accounting for income taxes. Under this method, 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 balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. As at March 31, 2014, the Company had net operating loss carryforwards, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for the deferred tax assets resulting from these loss carryforwards.

Recently Issued Accounting Standards

The Company has adopted all accounting pronouncements issued since December 31, 2007, none of which had a material impact on the Company’s financial statements.

 
8

 
 
NOTE 3 – STOCKHOLDERS’ EQUITY (DEFICIT)

Share Capital

The Company is authorized to issue 7,000,000,000 shares of common stock with a par value of $0.001 per share.
 
The Company has 4,489,304,591 common shares issued and 4,230,201,560 common shares outstanding as of March 31, 2014.

Effective February 10, 2014, our Board of Directors approved the designation of 2,000,000 shares of Series A preferred stock (the "Series A Preferred Stock"). The Designation of Series A Preferred Stock was filed with the Nevada Secretary of State on February 14, 2014.
 
Common shares issued and outstanding

During the three months ended March 31, 2014, the Company issued 2,695,971,257 common shares as follows:

On January 2, 2014, the Company issued 26,339,167 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 2, 2014, the Company issued 54,563,636 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 10, 2014, the Company issued 50,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 13, 2014, the Company issued 68,181,819 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 14, 2014, the Company issued 51,104,832 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 15, 2014, the Company issued 60,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 21, 2014, the Company issued 86,100,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 22, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 23, 2014, the Company issued 81,818,182 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 24, 2014, the Company issued 70,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 28, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 30, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 30, 2014, the Company issued 80,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 3, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

 
9

 
 
On February 4, 2014, the Company issued 100,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 4, 2014, the Company issued 88,909,091 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 7, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 10, 2014, the Company issued 27,524 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 13, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 14, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 18, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 19, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 20, 2014, the Company issued 150,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 21, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 25, 2014, the Company issued 139,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 26, 2014, the Company issued 103,333,333 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On March 13, 2014, the Company issued 70,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On March 20, 2014, the Company issued 70,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On March 24, 2014, the Company issued 160,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On March 25, 2014, the Company issued 170,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On March 28, 2014, the Company issued 180,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

 
10

 
 
Common shares issued and not yet outstanding

During the three months ended March 31, 2014, the Company issued 259,103,031 common shares that are not yet outstanding as of March 31, 2014. They are as follows:

On October 31, 2013, the Company issued 95,436,364 common shares pursuant to a convertible promissory note. As of March 31, 2014, these common shares were held in escrow and not outstanding.

On November 11, 2013, the Company issued 75,000,000 common shares pursuant to a convertible promissory note. As of March 31, 2014, these common shares were held in escrow and not outstanding.

On December 31, 2013, the Company issued 88,666,667 common shares pursuant to a convertible promissory note. As of March 31, 2014, these common shares were held in escrow and not outstanding.

Preferred shares issued

On February 27, 2014, the Board of Directors authorized the execution of that certain securities exchange agreement dated February 27, 2014 (the "Securities Exchange Agreement") among the Company, Nola Energy Inc., a private Nevada corporation (the “Nola”), and the shareholders of Nola who hold of record the total issued and outstanding shares of common stock of Nola. In accordance with the terms and provisions of the Securities Exchange Agreement, the Corporation shall acquire all of the issued and outstanding shares of stock of Nola from its sole shareholder, Gerard Danos, thus making Nola its wholly-owned subsidiary, in exchange for the issuance to Gerard Danos of an aggregate 10,000 shares of its Series A preferred stock of the Corporation. The shares of Series A Preferred Stock have voting rights. Gerard Danos as holder of the Series A preferred stock shall have the right to vote on any matter to be voted on by the stockholders of the Corporation (including any election or removal of the directors of the Corporation) and including to the extent specifically required by Nevada law. The voting rights of all then issued and outstanding shares of Series A preferred stock shall equal two times the voting rights of the then total issued and outstanding shares of common stock.

NOTE 4 – RELATED PARTY TRANSACTIONS

Management Fees

At February 27, 2014, the date of the Securities Purchase Agreement with Nola Energy Inc. which for accounting purposes was treated as a reverse merger, the Company had a due to related party balance of $245,000 which was the result of a management services agreement with the Company’s prior officers and directors. The management service agreement was cancelled upon the execution of the Securities Purchase Agreement with Nola Energy Inc. At March 31, 2014, the Company has a due to related party balance of $245,000. .

NOTE 5 – LOANS PAYABLE

During the three months ended March 31, 2014, the Company entered into one Securities Purchase Agreements with IBC Funds LLC. IBC Funds LLC was assigned $15,000 of the Company’s loans payable debt. Pursuant to the agreement, the terms of the debt were restructured to give convertible features, which are further described in note 6.

NOTE 6 – CONVERTIBLE PROMISSORY NOTES

In the three months ended March 31, 2014, the Company entered into two convertible note agreements.

IBC Funds, LLC

On January 10, 2014, the Company entered into a Securities Purchase Agreement with IBC Funds, LLC for a $175,909 convertible promissory note payable, which included an assignment of $15,000 of the Company’s loan payable debt, due interest at 10 % per annum, unsecured, and due on demand. The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 50% of the market price, calculated as the average of the lowest trading prices in the previous 20 trading days leading up to the date of conversion. As of March 31, 2014, IBC Funds, LLC excerised their option to convert $175,909 of convertible debt into 1,699,000,000 shares of the Company’s common stock.

 
11

 

Tidepool Ventures Corporation

On March 3, 2014, the Company entered into a Securities Purchase Agreement with Tidepool Ventures Corporation for an $11,000 convertible note payable due interest at 10% per annum, unsecured, and due on March 3, 2015. The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 50% of the market price, calculated as the average of the lowest trading prices in the previous 5 days leading up to the date of conversion. As of March 31, 2014, Tidepool Ventures Corporation excerised their option to convert $31,000 of convertible debt into 513,333,333 shares of the Company’s common stock.

Conversion of convertible debt

In the three months ended March 31, 2014, Hanover Holdings, LLC converted $31,500 of convertible debt and $2,280 of accrued interest into 238,909,092 common shares, WHC Capital, LLC converted $38,240 of convertible debt and $2,490 of accrued interest into 244,728,832 common shares, IBC Funds, LLC converted $175,909 of convertible debt into 1,699,000,000 common shares, and Tidepool Ventures Corporation converted $31,000 of convertible debt into 513,333,333 common shares. The following table summarizes the total outstanding principle on convertible notes payable:
 
   
March 31, 2014
 
       
Convertible Notes Payable- Tidepool Ventures Corporation
  $ 32,000  
Convertible Notes Payable- Hanover Holdings I, LLC
    23,000  
Convertible Notes Payable- IBC Funds, LLC
    6,348  
Convertible Notes Payable- WHC Capital, LLC
    30,000  
Convertible Notes Payable - CP-US Income, LLC
    1,355  
         
Total Convertible Notes Payable
  $ 92,703  
 
Derivative liability

At March 31, 2014, the Company had $1,533,647 in derivative liability pertaining to the outstanding convertible notes which was calculated using the Black Scholes Model.

NOTE 7 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that other than listed below, no other material subsequent events exist.
 
Convertible Promissory Notes Converted:
 
On May 8, 2014, Hanover Holdings LLC exercised its option to convert $14,000 of debt into 148,400,000 common shares.
 
On May 9, 2014, WHC Capital LLC exercised its option to convert $17,068 of debt into 170,685,000 common shares.
 
Common shares issued and not yet outstanding

On April 24, 2014, the Company issued 280,000,000 common shares pursuant to a convertible promissory note. As of May 9, 2014, these common shares were held in escrow and not outstanding.

 
12

 
 
Executive Service Agreement

On May 1, 2014, the Board of Directors of Nola Energy Inc. ( formerly TagLikeMe Corp.), a Nevada corporation (the “Corporation”), authorized the execution of that certain six month executive service agreement dated May 1, 2014 (the "Executive Service Agreement") between the Corporation and Richard Eliot-Square, its Chief Executive Officer, Chief Financial Officer and member of the Board of Directors (the "Executive"). The Corporation acknowledged that it had retained the Executive in such capacity since July 1, 2012, and desired to continue to retain the Executive on an independent contractor basis, and the Executive desired to continue to provide such related services to the Company as memoralized in the Executive Service Agreement. In accordance with the terms and provisions of the Executive Service Agreement: (i) the Corporation agreed to pay to the Executive a base monthly salary of $10,225 from July 1, 2012 through April 30, 2014 and confirmed that the aggregate amount due and owing to the Executive from July 1, 2012 through April 30, 2014 was $225,000; (ii) the Corporation agreed thereafter to pay to the Executive a minimum 10% finders' fee and/or commission on consummated transactions introduced by the Executive to the Corporation based upon the negotiated terms of such transactions and as agreed upon by the Executive and the Corporation (the “Executive Fee”); and (iii) the Executive agreed to continue to provide such executive consultant services to the Corporation in his capacity as Chief Executive Officer and Chief Financial Officer focusing on financing, administrative and the organizational structure of the Corporation.

Any party can terminate the Executive Service Agreement upon thirty (30) days written notice (herein called “Notice of Termination”) to the other parties. If the Corporation terminates the Executive Service Agreement prior to the termination date for any reason other than the Executive’s gross negligence, the Corporation shall pay the Executive the amount of the Executive Fee as required monthly up and to the termination date and an amount equal to forty-eight (48) months of Executive Fee from the termination date (the "Severance Pay"). If the Executive terminates the Executive Service Agreement prior to the termination date for any reason, the Corporation shall pay the Executive the severance pay from the date of early termination by the Executive.

Convertible Promissory Note

On May 1, 2014, the Board of Directors further authorized the execution of that certain convertible promissory note dated May 1, 2014 (the "Convertible Note") in the principal amount of $225,000 issued by the Corporation to the Executive. The Convertible Note provided that such amounts due and owing by the Corporation from July 1, 2012 through April 30, 2014 under the Executive Service Agreement would be evidenced in a convertible note, which convertible note would be convertible into shares of common stock of the Company at a discounted rate of 20% of the average trading price of the Corporation's shares of common stock on the OTC Markets for the three trading days prior to the date of receipt by the Corporation of a conversion notice. Under the terms and provisions of the Convertible Note, the Corporation agreed to pay to the order of the Executive the sum of $225,000, which amount represents those funds due and owing to the Executive commencing July 1, 2012 through April 30, 2014 for services rendered in accordance with the terms and provisions of the Executive Services Agreement. The Convertible Note shall not bear interest and is payable upon demand.

The Executive shall have the right, exercisable in whole or in part, to convert the outstanding principal into a number of fully paid and nonassessable whole shares of the Corporation's common stock. The number of whole shares of common stock into which the Convertible Note may be voluntarily converted shall be determined by dividing the aggregate principal amount borrowed by that amount equal to a 20% discount of the average trading price of the Corporation's shares of common stock on the OTC Market three days prior to receipt by the Corporation of a notice of conversion (the “Note Conversion Price”).
 
FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

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

GENERAL
 
We were incorporated under the laws of the State of Nevada on October 19, 2004 under the name "Morgan Creek Energy Corp." and since our inception engaged in the business of exploration of oil and gas bearing properties in the United States. Our board of directors approved the execution of a share exchange agreement dated effective as of May 14, 2012 as fully executed on May 21, 2012 (the "Share Exchange Agreement"), among us, Glob Media Works Inc., a private company organized under the laws of the State of Washington ("Glob Media") and the shareholders of Glob Media (the "Glob Media Shareholders"). In accordance with the terms and provisions of the Share Exchange Agreement, we acquired approximately 5,317,033 shares of common stock from the Glob Media Shareholders, which represented all of the issued and outstanding shares of Glob Media, in exchange for the issuance by us to the Glob Media Shareholders on a pro rata basis of approximately 45,378,670 shares of our restricted common stock at the rate of $0.006 per share. This resulted in Glob Media becoming our wholly-owned subsidiary. Glob Media is the legal, beneficial and registered owner of certain intellectual property rights for certain software and internet applications (the "Intellectual Property").
 
Effective June 15, 2012, we and Glob Media and the Glob Media Shareholders, through their attorney-in-fact, approved the execution of an addendum to the Share Exchange Agreement (the "Addendum"). In accordance with the terms and provisions of the Addendum, Section 6.2 of the Share Exchange Agreement was revised to provide for the latest closing date to be changed from June 15, 2012 to June 30, 2012.
 
Effective June 29, 2012, we completed and consummated the Share Exchange Agreement with Glob Media and each of the Glob Media Shareholders, whereby we acquired all of the issued and outstanding shares of Glob Media in exchange for the issuance of 45,378,670 shares of our restricted common stock to the Glob Media Shareholders on a pro rata basis in accordance with each Glob Media Shareholder's respective percentage equity ownership in Glob Media.
 
Articles of Merger

On May 29, 2012, we filed with the Nevada Secretary of State Articles of Merger pursuant to which we merged into our wholly-owned subsidiary, TagLikeMe Corp., and the surviving corporation. Thus, our name was changed to "TagLikeMe Corp,." pursuant to the Articles of Merger (the "Name Change"). The Name Change was approved by our board of directors pursuant to written consent resolutions dated May 30, 2012. We filed the appropriate documentation with FINRA in order to effectuate the Name Change in the OTC Markets. The Name Change was effected on the OTC Markets June 15, 2012. Our new CUSIP number is 87378P 105.
.
Therefore, as of the date of this Quarterly Report, our trading symbol is “TAGG”. Our management deemed it appropriate to change our name to TagLikeMe Corp. in furtherance of and to better reflect the nature of our new business operations.

 
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Nola Energy Agreement
 
On February 27, 2014, the Board of Directors authorized the execution of that certain securities exchange agreement dated February 27, 2014 (the "Securities Exchange Agreement") among the Company, Nola Energy Inc., a private Nevada corporation (the “Nola”), and the shareholders of Nola who hold of record the total issued and outstanding shares of common stock of Nola. In accordance with the terms and provisions of the Securities Exchange Agreement, the Corporation shall acquire all of the issued and outstanding shares of stock of Nola from its sole shareholder, Gerard Danos, thus making Nola its wholly-owned subsidiary, in exchange for the issuance to Gerard Danos of an aggregate 10,000 shares of its Series A preferred stock of the Corporation. The shares of Series A Preferred Stock have voting rights. Gerard Danos as holder of the Series A preferred stock shall have the right to vote on any matter to be voted on by the stockholders of the Corporation (including any election or removal of the directors of the Corporation) and including to the extent specifically required by Nevada law. The voting rights of all then issued and outstanding shares of Series A preferred stock shall equal two times the voting rights of the then total issued and outstanding shares of common stock.

In further accordance with the terms and provisions of the Securities Exchange Agreement: (i) Gerard Danos shall be appointed as the President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and a member of the Board of Directors; (ii) Richard Elliot-Square shall resign from all officer positions held and retain his position as a member of the Board of Directors until both parties agree as to his resignation; (iii) execution of an executive service agreement between the Corporation and Richard Elliot-Square; and (iv) execution of a settlement agreement between the Corporation and Richard Elliot-Square regarding the settlement of $225,000 in debt due and owing to Richard Elliot Square.
 
Thus, this represents a change in control of the Corporation and a change in business operations. Therefore, based on the change in control of the Corporation, the business operations of the Corporation will change to that involving oil and gas exploration and production. Nola has purchased leases to multiple oilfield properties primarily in southwest Texas. The Company is currently in the process of effecting a name change to Nola Energy Inc.

Stock Split
 
On July 3, 2012, our Board of Directors authorized and approved a stock split of five for one (5:1) of our total issued and outstanding shares of common stock (the “Stock Split”). The Stock Split was effectuated as part of the re-organization mandate and the Share Exchange Agreement. The board of directors considered further factors regarding approval of the Stock Split including, but not limited to: (i) further increase our authorized share capital to a sufficient number similar to other industry public offerings, such as our direct competitors; (ii) the closing of the Share Exchange Agreement; (iii) current trading price of our shares of common stock on the OTC Bulletin Board Market and potential to increase the marketability and liquidity of our common stock; (iv) possible reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold in their own portfolios; (v) desire to meet future requirements of a larger share cap as required for market demand and interest by larger shareholder networks to decrease share price volatility; and (vi) desire to meet future requirements regarding per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets; therefore.
 
The Stock Split was effectuated on July 23, 2012 upon filing the appropriate documentation with FINRA. The Stock Split increased our total issued and outstanding shares of common stock from 61,688,126 shares of common stock to 308,440,630 shares of common stock. The common stock will continue to be $0.001 par value. The shareholder record date was July 23, 2012.
 
 
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Stock Authorized

On January 7, 2014, the Board of Directors authorized an increase in the Company's shares of common stock to 4,000,000,000 shares, par value $0.001, and to create 20,000,000 shares of blank check preferred stock, par value $0.001.
 
Effective February 10, 2014, our Board of Directors approved the designation of 2,000,000 shares of Series A preferred stock (the "Series A Preferred Stock"). The Designation of Series A Preferred Stock was filed with the Nevada Secretary of State on February 14, 2014.

On March 13, 2014, the Board of Directors authorized an increase in the Company's shares of common stock to 7,000,000,000 shares, par value $0.001. On March 13, 2014, the Company filed a Certificate of Amendment with the Nevada Secretary of State to increase its authorized capital to 7,000,000,000 shares of common stock, par value $0.001.
 
Convertible Promissory Notes
 
During the three months ended March 31, 2014, the Company elected to assign $15,000 of loans payable to IBC Funds LLC. Pursuant to the agreement, the loans payable notes were converted into convertible promissory notes. In addition, another $171,909 of convertible promissory notes were issued. In the three months ended March 31, 2014, $275,649 of convertible promissory notes including $4,770 in accrued interest were converted into 2,695,971,257 common shares. Subsequent to March 31, 2014, $31,068 of convertible promissory notes were converted into 319,085,000 common shares.
 
As of the date of this Quarterly Report, there are 4,939,989,591 shares were issued and 4,549,286,560 shares issued and outstanding.
 
Certificate of Change
 
On July 16, 2012, we filed with the Nevada Secretary of State a certificate of change to the Articles of Incorporation to increase our authorized capital structure commensurate with the increase of our shares pursuant to the Stock Split. Therefore, as of the date of this Quarterly Report, our authorized capital structure has been increased from 66,666,666 shares of common stock to 333,333,330 shares of common stock, par value of $0.001.
 
On December 19, 2012, the board of directors of TagLikeMe corp., a Nevada corporation (the “Company”) authorized an increase in the Company's shares of common stock to 1,000,000,000 shares, par value $0.001. On December 20, 2012, the Company filed a Certificate of Amendment with the Nevada Secretary of State to increase its authorized capital to 1,000,000,000 shares of common stock, par value $0.001,(the “Increase in Authorized”). The Increase in authorized shares was effective with the Nevada Secretary of State on December 20, 2012 when the Certificate of Amendment was filed. The Increase in authorized shares was approved by the board of directors and the shareholders holding a majority of the total issued and outstanding shares of common stock on December 19, 2012.

Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Taglikeme," or “Nola Energy Inc”refers to Nola Energy Inc.
 
 
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CURRENT BUSINESS OPERATIONS

Nola Energy Inc ( formerly TagLikeMe Corp)

Management recently made the decision to completely discontinue all operations relating to the search engine of TagLikeMe..

On February 27, 2014, the Board of Directors authorized the execution of that certain securities exchange agreement dated February 27, 2014 (the "Securities Exchange Agreement") among the Company, Nola Energy Inc., a private Nevada corporation (the “Nola”), and the shareholders of Nola who hold of record the total issued and outstanding shares of common stock of Nola.

Thus, this represents a change in control of the Corporation and a change in business operations. The Company is currently in the process of effecting a name change to Nola Energy Inc. Therefore, based on the change in control of the Corporation, the business operations of the Corporation will change to that involving oil and gas exploration and production . Nola has purchased leases to multiple oilfield properties primarily in southwest Texas which include:
 
P.E. White Lease: 1,215 acres in Duval County, Texas, with 13 wells, one currently producing Mirando-quality crude and all others viable for production. An estimated 2.5 million barrels of oil are recoverable on the lease.
 
Bishop Cattle Company Lease: 480 acres in Duval County, Texas with 17 production wells onsite, currently all shut-in. Two wells will be immediately placed back into production, one of which was recently production-tested for 10-12 bpd. There are multiple productive zones on this underdeveloped property.
 
Moody & West Lease: 183 acres in Duval County, Texas with 7 wells, all of which are shut-in but have all produced viable oil from oilsand formations. These wells are believed to have significant reserves remaining behind pipe and undeveloped sands.
 
RESULTS OF OPERATION
 
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
 
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Results of Operation for the period from inception January 16, 2014 to March 31, 2014

For the period from inception January 16, 2014 to March 31, 2014, the new operating company, Nola Energy Inc., did not have any operating activities.
 
 
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LIQUIDITY AND CAPITAL RESOURCES

As at March 31, 2014

Liquidity is the ability of a company to generate adequate amounts of cash to meet its needs for cash. The following table provides certain selected balance sheet comparisons between March 31, 2014 and December 31, 2013: 
 
   
March 31,
   
December 31,
    $     %  
   
2014
   
2013
   
Change
   
Change
 
                                 
Working capital
  $ (2,382,660 )   $ (3,865,803 )   $ 1,483,143       -38.4 %
Cash
  $ 681     $ 1,584     $ (903 )     -57.0 %
Total current assets
  $ 681     $ 1,608     $ (927 )     -57.6 %
Total assets
  $ 681     $ 3,098     $ (2,417 )     -78.0 %
Accounts payable and accrued liabilities
  $ 405,914     $ 441,631     $ (35,717 )     -8.1 %
Loan payable
  $ 105,577     $ 95,360     $ 10,217       (41.3 %)
Convertible promissory notes
  $ 92,703     $ 187,443     $ (94,740 )  
Over 100
%
Derivative liability
  $ 1,533,647     $ 3,114,841     $ (1,581,194 )  
Over 100
%
Total current liabilities
  $ 2,383,341     $ 3,867,411     $ (1,484,070 )     -38.4 %
Total liabilities
  $ 2,383,341     $ 3,867,411     $ (1,484,070 )     -38.4 %
 
At March 31, 2014, our working capital deficit decreased as compared to December 31, 2013, primarily as a result of a decrease in derivative liability.

Operating Activities

We have not generated positive cash flows from operating activities. For the period from January 16, 2014 to March 31, 2014, net cash flows used in operating activities was $0.
 
Investing Activities

Net cash used in investing activities was $-0- for the period from January 16, 2014 to March 31, 2014.

Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity, debt and convertible debt instruments. For the period from January 16, 2014 to March 31, 2014, net cash flows provided by financing activities was $0.
 
 
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We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
 
PLAN OF OPERATION AND FUNDING

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. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) oil and gas operating properties; (ii) possible drilling initiatives on current properties and future properties; and (iii) future property acquisitions. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. 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. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

MATERIAL COMMITMENTS

In the three months ended March 31, 2014, the Company entered into two convertible note agreements.

On January 10, 2014, the Company entered into a Securities Purchase Agreement with IBC Funds, LLC for a $175,909 convertible promissory note payable, including an assignment of $15,000 of the Company’s loan payable debt, due interest at 10 % per annum, unsecured, and due on demand. The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 50% of the market price, calculated as the average of the lowest trading prices in the previous 20 trading days leading up to the date of conversion.
 
On March 3, 2014, the Company entered into a Securities Purchase Agreement with Tidepool Ventures Corporation for an $11,000 convertible note payable due interest at 10% per annum, unsecured, and due on March 3, 2015. The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 50% of the market price, calculated as the average of the lowest trading prices in the previous 5 days leading up to the date of conversion.
 
 
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The following table summarizes the total outstanding principle on convertible notes payable:
 
   
March 31,
2014
 
       
Convertible Notes Payable- Tidepool Ventures Corporation
  $ 32,000  
Convertible Notes Payable- Hanover Holdings I, LLC
    23,000  
Convertible Notes Payable- IBC Funds, LLC
    6,348  
Convertible Notes Payable- WHC Capital, LLC
    30,000  
Convertible Notes Payable - CP-US Income, LLC
    1,355  
         
Total Convertible Notes Payable
  $ 92,703  
 
Derivative liability

At March 31, 2014, the Company had $1,533,647 in derivative liability pertaining to the outstanding convertible notes.
 
During 2012, the Company received loan proceeds of $245,000 from an unrelated party pursuant to an unsecured promissory note agreement. The promissory note is due on demand and bears interest at 10% per annum. Total accrued interest at September 30, 2013 is $14,865. An assignment of $245,000 was made to third parties leaving a balance outstanding of $14,865 at March 31, 2014.

During 2012, the Company received loan proceeds of $34,500 from an unrelated third party pursuant to an unsecured promissory note agreement. The promissory note is due on demand and bears interest at 10% per annum. Total accrued interest was $6,453 leaving a total of $40,953 due against this promissory note at March 31, 2014.
 
During 2013, the Company received loan proceeds of $10,000 from an unrelated third party pursuant to an unsecured promissory note. The promissory note is due on demand and bears interest at a rate of 10% per annum of which a total of $503 has been accrued for interest as of March 31, 2014.

During 2012, Glob Media received loan proceeds of $50,865 from an unrelated third party pursuant to an unsecured promissory note agreement. The promissory note is due on demand and bears interest at 10% per annum. Total accrued interest was $4,869 leaving a total of $55,734 owing on this promissory note at March 31, 2014.
 
 
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Nola Energy Agreement
 
On February 27, 2014, the Board of Directors authorized the execution of that certain securities exchange agreement dated February 27, 2014 (the "Securities Exchange Agreement") among the Company, Nola Energy Inc., a private Nevada corporation (the “Nola”), and the shareholders of Nola who hold of record the total issued and outstanding shares of common stock of Nola. In accordance with the terms and provisions of the Securities Exchange Agreement, the Corporation shall acquire all of the issued and outstanding shares of stock of Nola from its sole shareholder, Gerard Danos, thus making Nola its wholly-owned subsidiary, in exchange for the issuance to Gerard Danos of an aggregate 10,000 shares of its Series A preferred stock of the Corporation. The shares of Series A Preferred Stock have voting rights. Gerard Danos as holder of the Series A preferred stock shall have the right to vote on any matter to be voted on by the stockholders of the Corporation (including any election or removal of the directors of the Corporation) and including to the extent specifically required by Nevada law. The voting rights of all then issued and outstanding shares of Series A preferred stock shall equal two times the voting rights of the then total issued and outstanding shares of common stock.

In further accordance with the terms and provisions of the Securities Exchange Agreement: (i) Gerard Danos shall be appointed as the President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and a member of the Board of Directors; (ii) Richard Elliot-Square shall resign from all officer positions held and retain his position as a member of the Board of Directors until both parties agree as to his resignation; (iii) execution of an executive service agreement between the Corporation and Richard Elliot-Square; and (iv) execution of a settlement agreement between the Corporation and Richard Elliot-Square regarding the settlement of $225,000 in debt due and owing to Richard Elliot Square.
 
Thus, this represents a change in control of the Corporation and a change in business operations. The Company is currently in the process of effecting a name change to Nola Energy Inc. Therefore, based on the change in control of the Corporation, the business operations of the Corporation will change to that involving oil and gas exploration and production. Nola has purchased leases to multiple oilfield properties primarily in southwest Texas.
 
Executive Service Agreement

On May 1, 2014, the Board of Directors of Nola Energy Inc(formerly TagLikeMe Corp.), a Nevada corporation (the “Corporation”), authorized the execution of that certain six month executive service agreement dated May 1, 2014 (the "Executive Service Agreement") between the Corporation and Richard Eliot-Square, its Chief Executive Officer, Chief Financial Officer and member of the Board of Directors (the "Executive"). The Corporation acknowledged that it had retained the Executive in such capacity since July 1, 2012, and desired to continue to retain the Executive on an independent contractor basis, and the Executive desired to continue to provide such related services to the Company as memoralized in the Executive Service Agreement. In accordance with the terms and provisions of the Executive Service Agreement: (i) the Corporation agreed to pay to the Executive a base monthly salary of $10,225 from July 1, 2012 through April 30, 2014 and confirmed that the aggregate amount due and owing to the Executive from July 1, 2012 through April 30, 2014 was $225,000; (ii) the Corporation agreed thereafter to pay to the Executive a minimum 10% finders' fee and/or commission on consummated transactions introduced by the Executive to the Corporation based upon the negotiated terms of such transactions and as agreed upon by the Executive and the Corporation (the “Executive Fee”); and (iii) the Executive agreed to continue to provide such executive consultant services to the Corporation in his capacity as Chief Executive Officer and Chief Financial Officer focusing on financing, administrative and the organizational structure of the Corporation.
 
 
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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 and December 31, 2012 financial statements contains an explanatory paragraph expressing substantial doubt about 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates. 
 
Exchange Rate
 
Our reporting currency is United States Dollars (“USD”). In the event we acquire any properties outside of the United States, the fluctuation of exchange rates may have positive or negative impacts on our results of operations. However, since all of our properties are currently located within the United States, any potential revenue and expenses will be denominated in U.S. Dollars, and the net income effect of appreciation and devaluation of the currency against the U.S. Dollar would be limited to our costs of acquisition of property.
 
Interest Rate
 
Interest rates in the United States are generally controlled. Any potential future loans will relate mainly to acquisition of properties and will be mainly short-term. However our debt may be likely to rise in connection with expansion and if interest rates were to rise at the same time, this could become a significant impact on our operating and financing activities. We have not entered into derivative contracts either to hedge existing risks for speculative purposes.
 
 
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ITEM 4. CONTROLS AND PROCEDURES
 
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
 
We have performed an evaluation under the supervision and with the participation of our management, including our chief executive officer (CEO) and chief financial officer (CFO), of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective as of March 31, 2014 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
 
Management’s Quarterly Report on Internal Control Over Financial Rporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Under the supervision and with the participation of the Company’s management, including the chief executive officer and principal financial officer, we evaluated the effectiveness of our internal control over financial reporting as of March 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.

Inherent Limitations on Effectiveness of Controls

We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and our CEO and our CFO have concluded that these controls and procedures are effective at the “reasonable assurance” level.
 
Changes in internal controls

There were no changes in internal controls for the three month period ended March 31, 2014.
 
AUDIT COMMITTEE REPORT

The Company previously had an audit committee with three appointed members . Two members were “independent” within the meaning of Rule 10A-3 under the Exchange Act and were in addition financial experts. As of the date of this 10-Q and with the resignation of the prior members of the board of directors and executive officers, the Company no longer has an audit committee. However, the Company intends to appoint new members to the audit committee during fiscal year 2014. The audit committee operates under a written charter adopted by the board of directors on November 20, 2004. The board of directors pursuant to a special meeting held on December 18, 2008 adopted an amended audit committee charter and responsibilities.

The audit committee's primary function is to provide advice with respect to our financial matters and to assist the 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 the Company's financial reporting process and internal control system; (ii) review and appraise the audit efforts of the Company's independent accountants; (iii) evaluate the Company's quarterly financial performance as well as the Company's 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 the Board of Directors.

 
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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

No report required.

ITEM IA. RISK FACTORS

No report required.

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

During the three months ended March 31, 2014, the following unregistered sales of securities were made by the Company:

On January 2, 2014, the Company issued 26,339,167 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 2, 2014, the Company issued 54,563,636 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 10, 2014, the Company issued 50,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 13, 2014, the Company issued 68,181,819 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 14, 2014, the Company issued 51,104,832 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 15, 2014, the Company issued 60,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 21, 2014, the Company issued 86,100,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 22, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 23, 2014, the Company issued 81,818,182 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 24, 2014, the Company issued 70,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

 
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On January 28, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 30, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On January 30, 2014, the Company issued 80,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 3, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 4, 2014, the Company issued 100,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 4, 2014, the Company issued 88,909,091 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 7, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 10, 2014, the Company issued 27,524 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 13, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 14, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 18, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 19, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 20, 2014, the Company issued 150,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 21, 2014, the Company issued 88,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 25, 2014, the Company issued 139,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On February 26, 2014, the Company issued 103,333,333 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On March 13, 2014, the Company issued 70,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On March 20, 2014, the Company issued 70,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On March 24, 2014, the Company issued 160,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

 
25

 
 
On March 25, 2014, the Company issued 170,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.

On March 28, 2014, the Company issued 180,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of March 31, 2014.
 
Common shares issued and not yet outstanding

During the three months ended March 31, 2014, the Company issued 259,103,031 common shares that are not yet outstanding as of March 31, 2014. They are as follows:

On October 31, 2013, the Company issued 95,436,364 common shares pursuant to a convertible promissory note. As of March 31, 2014, these common shares were held in escrow and not outstanding.

On November 11, 2013, the Company issued 75,000,000 common shares pursuant to a convertible promissory note. As of March 31, 2014, these common shares were held in escrow and not outstanding.

On December 31, 2013, the Company issued 88,666,667 common shares pursuant to a convertible promissory note. As of March 31, 2014, these common shares were held in escrow and not outstanding.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

No report required.
 
ITEM 5. OTHER INFORMATION

On November 5, 2012, we formally informed De Joya Griffith, LLC of their dismissal as our independent registered public accounting firm.

The reports of De Joya Griffith, LLC on our financial statements as of and for the year ended December 31, 2011, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about our ability to continue as a going concern.
 
Our Board of Directors participated in and approved the decision to change independent registered public accounting firms.
 
During our two most recent fiscal years preceding the termination of De Joya Griffith, LLC, and through November 5, 2012, there were no disagreements with De Joya Griffith, LLC 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 De Joya Griffith, LLC would have caused them to make reference thereto in connection with their report on the financial statements for such years.
 
De Joya Griffith, LLC has furnished a letter addressed to the SEC stating that it agrees with the above statements.
 
 
26

 
 
CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Effective on April 19, 2013, Patrick Rodgers, CPA, PA (“PR”), with address at 309 East Citrus Street, Altamonte Springs, Florida 32701, was engaged to serve as the Company's new independent certifying accountant to audit the Company's financial statements.

Prior to engaging PR, the Company had not consulted PR regarding the application of accounting principles to a specified transaction, completed or proposed, the type of audit opinion that might be rendered on the Company’s financial statements or a reportable event, nor did the Company consult with PR regarding any disagreements with its prior auditor 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 the prior auditor, would have caused it to make a reference to the subject matter of the disagreements in connection with its reports.
 
The dismissal of De Joya Griffith as the Company’s certifying independent accountant and the engagement of PR as its new certifying independent accountant were both approved by our board of directors.

 On January 20, 2014, the Company accepted the resignation of Patrick Rodgers, CPA, P.A. (“Rodgers”) from his engagement to be the independent certifying accountant for the Company.
 
Effective March 6, 2014, the Public Company Accounting Oversight Board ("PCAOB") revoked the registration of Patrick Rodgers, CPA, PA due to Rogers’ violations of PCAOB rules and auditing standards in auditing the financial statements and PCAOB rules and quality control standards with respect to Rogers’ clients; the Registrant was not one of the clients for which Rogers was sanctioned. You can find a copy of the order at http://pcaobus.org/Enforcement/Decisions/Documents/2014_Rodgers.pdf

Other than an explanatory paragraph included in Rodgers’ audit report for the Company's fiscal year ended December 31, 2012 relating to the uncertainty of the Company's ability to continue as a going concern, the audit report of Rodgers on the Company's financial statements for the last fiscal year ended December 31, 2012 through January 20, 2014, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the Company's 2012 fiscal year and through the date of this Current Report on Form 10-K, (1) there were no disagreements with Rodgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Rodgers, would have caused Rodgers to make reference to the subject matter of the disagreements in connection with their report, and (2) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
 
On January 20, 2014, the Company’s Board of Directors approved the engagement of Terry L. Johnson, CPA, as the Company's independent accountant effective immediately to audit the Company’s financial statements and to perform reviews of interim financial statements. During the fiscal years ended December 31, 2012 and 2011 through January 20, 2014 neither the Company nor anyone acting on its behalf consulted with Terry L. Johnson, CPA regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Company, or the type of audit opinion that might be rendered by Terry L. Johnson, CPA on the Company's financial statements; or (ii) any matter that was either the subject of a disagreement with Rodgers or a reportable event with respect to Rodgers. The Registrant provided Patrick Rodgers, CPA, PA with an exhibit 16.1 letter to sign but the firm refused to sign the letter. 

The report of Terry L. Johnson, CPA on our financial statements for the fiscal year ended December 31, 2013 and 2012 did not contain an adverse opinion or disclaimer of opinion, nor were they modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to our ability to continue as a going concern. During our fiscal years ended December 31, 2013 and 2012, there were no disagreements between us and Terry L. Johnson, CPA, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Terry L. Johnson, CPA, would have caused Terry L. Johnson, CPA to make reference thereto in their reports on our audited financial statements.

 
27

 
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
The following exhibits are filed as part of this Quarterly Report.
 
Exhibit No.
 
Document
     
3.1
 
Articles of Incorporation (1)
     
3.1 (1)
 
Certificate of Amendment dated December 20, 2012 filed with the Nevada Secretary of State. ( 10)
     
3.1 (2)
 
Certificate of Amendment dated October 17, 2013 filed with the Nevada Secretary of State. (15)
     
3.1 (3)
 
Certificate of Amendment dated January 7, 2014 filed with the Nevada Secretary of State. (16)
     
3.1 (4)
 
Certificate of Amendment dated February 10, 2014 filed with the Nevada Secretary of State. (18)
     
3.1 (5)
 
Certificate of Amendment dated March 13, 2014 filed with the Nevada Secretary of State. (20)
     
3.2
 
Bylaws (1)
     
4.1
 
Chapman Oil and Gas Lease (2)
     
4.2
 
Hurley Oil and Gas Lease (2)
     
4.3
 
Lease Assignment between Geneva Energy Corp. and Morgan Energy Corp dated December 17, 2004 (2)
     
4.4
 
Fletcher Lewis Letter (3)
     
4.5
 
Fletcher Lewis Consent dated December 31, 2004 (3)
 
 
28

 
 
4.6
 
American News Publishing Letter dated January 13, 2006 (3)
     
4.7
 
Magna Group Assignment Agreement dated April 1, 2013 for 12% Convertible Note (11)
     
4.8
 
Hanover Holdings Securities Purchase Agreement dated April 15, 2013 for 12% Convertible Note (12)
     
4.9
 
Magna Group Assignment Agreement dated May 10, 2013 for 12% Convertible Note (13)
     
4.10
 
Hanover Holdings Securities Purchase Agreement dated May 10, 2013 for 12% Convertible Note (14)
     
10.1
 
Asset Purchase Agreement between Morgan Creek Energy Corp. and Geneva Energy Corp. Dated December 15, 2004 (1)
     
10.2
 
Share Exchange Agreement among Morgan Creek Energy Corp., Glob Media Works Inc. and the shareholders of Glob Media Works Inc. (8)
     
10.2
 
Charter of Audit Committee (1)
     
10.3
 
Executive Services Agreement between Morgan Creek Energy Corp, Westhampton Ltd., and David Urquhart dated April 30, 2008. (5)
     
10.4
 
Option Agreement between Morgan Creek Energy Corp. and Westrock Land Corp dated October 31, 2008. (6)
 
   
10.5
 
Option Agreement between Morgan Creek Energy Corp. and Westrock Land Corp. dated August 26, 2010 (7)
     
10.6
 
Securities Exchange Agreement between the Company and Nola Energy Inc. dated February 27, 2014 (19)
     
14
 
Code of Business Conduct (1)
     
16
 
Letter of Dale Matheson Carr-Hilton LaBonte LLP Chartered Accountants (4)
 
 
29

 
 
16.1
 
Letter from DeJoya Griffith and Company, LLC dated November 8, 2012 to the Securities and Exchange Commission regarding statements included in Form 8-K filed November 13, 2012. (9)
     
16.2
 
Letter from Patrick Rodgers, CPA, P.A. dated January 21, 2014 to the Securities and Exchange Commission regarding statements included in a Form 8-K filed January 21, 2014 (17)
     
31.1
 
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of The Securities Exchange Act
     
31.2
 
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of The Securities Exchange Act
     
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer under Section1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act.
 
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
_______________
(1) Incorporated by reference from Form SB-2 filed with the Commission on April 11, 2005.

(2) Incorporated by reference from Form SB-2/A filed with the Commission on June 14, 2005.

(3) Incorporated by reference from Form SB-2/A filed with the Commission on January 13, 2006.

(4) Incorporated by reference from Form Current Report on 8-K filed with the Commission on August 3, 2008.

(5) Incorporated by reference from Form Current Report on 8-K filed with the Commission on April 5, 2008.

(6) Incorporated by reference from Form Current Report on 8-K filed with the Commission on November 5, 2008.

(7) Incorporated by reference from Form Current Report on 8-K filed with the Commission on August 27, 2010.

 
30

 
 
(8) Incorporated by reference from Form Current Report on 8-K filed with the Commission on June 29, 2012.

(9) Incorporated by reference from Form Current Report on 8 K/A filed with the Commission on November 15, 2012.

(10) Incorporated by reference from Form Current Report on 8-K filed with the Commission on December 20, 2012.

(11) Incorporated by reference from Form Current Report on 8-K filed with the Commission on May 29, 2013.

(12) Incorporated by reference from Form Current Report on 8-K filed with the Commission on May 29, 2013.

(13) Incorporated by reference from Form Current Report on 8-K filed with the Commission on May 29, 2013.

(14) Incorporated by reference from Form Current Report on 8-K filed with the Commission on May 29, 2013.

(15) Incorporated by reference from Form Current Report on 8-K filed with the Commission on October 22, 2013.

(16) Incorporated by reference from Form Current Report on 8-K filed with the Commission on January 10, 2014.

(17) Incorporated by reference from Form Current Report on 8-K filed with the Commission on January 21, 2014.

(18) Incorporated by reference from Form Current Report on 8-K filed with the Commission on February 20, 2014.

(19) Incorporated by reference from Form Current Report on 8-K filed with the Commission on March 5, 2014.

(20) Incorporated by reference from Form Current Report on 8-K filed with the Commission on March 21, 2014.
 
** 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.
 
 
31

 
 
SIGNATURES
 
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Date: June 6, 2014
By:
/s/ Gerard Danos  
    Gerard Danos,  
    Chief Executive Officer/Chief Financial Officer  
 
NOLA ENERGY INC. ( formerly TAGLIKEME CORP.)
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
Signature
 
Title
 
Date
         
/s/ Gerard Danos
 
Chief Executive Officer, Chief Financial Officer
 
June 6, 2014
Gerard Danos        
 
 
32