PART 1

ITEM 1.  BUSINESS.

CORPORATE BACKGROUND

American Boarding Company, (the "Company") was incorporated in the State of Delaware on January 27, 2012 under the same name. Since inception, American Boarding Company has generated $1,200 in revenues and has accumulated losses in the amount of $342,300 as of December 31, 2014.  American Boarding Company has never been party to any bankruptcy, receivership or similar proceeding, nor has it undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.

On January 27, 2014, Lucky Realty Inc., a Nevada corporation and a full subsidiary of American Boarding Company was formed to run the real estate operations of the Company.  Financial results of Lucky Realty have been consolidated into the Company’s financial statements.

American Boarding Company has yet to commence full scale planned operations.  American Boarding Company has commenced only minimal operations and has generated minimal amount of revenues. The Company will not be profitable until it derives sufficient revenues and cash flows from services.  American Boarding Company believes that, if it obtains the proceeds from a private placement offering, it will be able to implement the full business plan and conduct business pursuant to the business plan for the next twelve months.

American Boarding Company’s administrative office is located at 358 Frankfort Street, Daly City, California 94014.

American Boarding Company’s fiscal year end is December 31.

Business Overview

American Boarding Company is a real estate based company based in San Francisco area with a principle business objective of acquisition, design, development, lease, and management services of  housing communities located within close proximity of educational institutions and technology hubs in the United States.  Due to lack of land to develop new housing and proximity to financial institutions and tech centers’ need for rental space is very much in demand.

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Our principal business is to be a provider of housing communities and services through understanding and commitment to our residents, partners, and our investors. Our team is our strength through planned dedication to excellence and integrity.

We are led by the commitment, expertise and innovation of our team. We plan to achieve our mission by providing quality, unique collegiate housing, real estate development services and property management solutions.

Services Offered and Growth Strategy

There is a perfect storm of rental demand because so many young people are hunting for a place to live and so few of them have the means or desire to buy a home.  We will focus our campaign on millennials, those born between the early 1980’s and early 2000s.

Rental rates are really strong right now due to the growing number of potential tenants in the 18-to-39-year-old demographic.  The dream of home ownership is not what it was in earlier generations.  A lot of people in this demographic are more mobile than previous generations, have a much more flexible lifestyle, and have less money to put aside on down payments.

Due to high rents charged in populated areas such as San Francisco we believe there is an opportunity to operate a positive cash flow operation and expand those facilities by leveraging our growth in the rental market.

We expect strong rental rate growth to continue particularly in the technology centers such as San Francisco, San Jose, San Diego and Seattle, Washington.   We estimate occupancies to begin approximately three months following closing of our first acquisition.

We would educate, inform and engage our people on sustainable behaviors and community involvement.  Enable our people to create lasting value through sustainable practices, opportunities and solutions.  We would utilize sustainable community features and programs as residential teaching aids.

Development

We have identified the urban areas in proximity to major educational institutions and technology centers for potential property acquisitions.  Upon receiving funds from our private placement offering; immediate plans are to identify, evaluate, and purchase an initial property with 4-5 bedrooms.  Renovation and building improvements will then be made to the properties tailoring them to students and single resident occupants.  We would then lease out our properties to this segment.  The Company is targeting the San Francisco Bay area for our operation because there are a high demand for housing as well as single residency occupancy units.  

Our officers and management have extensive and comprehensive backgrounds in the San Francisco Bay area real estate market.  Management is also experienced with the State and local government rules and regulations concerning developing and operating such facilities.

Target Properties

We will be evaluating and refining sustainability standards in our target communities.  Location is a primary focus of our targeted activities as we plan to focus on real estate properties within close proximity to educational institutions and technology centers on the West Coast.  Utilizing our management team’s experience; we plan to implement the best practices to locate and then develop older properties into newer updated residences.  Planned capital improvements include enhancing the efficiencies and replacement of outdated and obsolete systems for durability. We plan to provide the latest appointments and amenities which we hope will result in a comfortable and inviting experience for our tenants.  

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Property Development

We envision American Boarding develop properties with a focus toward sustainability and energy efficiency.  Through site planning we plan to minimize heat loads and facilitate natural ventilation.  Older structures typically lack quality ventilation which we have identified as a desirable enhancement feature.  We plan to employ energy efficient upgrades which will lower environmental effects while increasing operational efficiencies and result in long-term energy cost savings.  Along with installing energy efficient upgrades; applying innovative design principles we believe will result in better indoor air quality and conserve water.  Upgrading the plumbing, and in certain instances when possible re-routing the plumbing, will result in the conservation of heated water loss.

Overall, in an effort to continue with our conservation and energy efficient plans; we believe that situating our properties in close proximity to campuses will emphasize pedestrian and bicycle circulation and therefore minimize vehicular impact.  Throughout the development of each property we plan to utilize regional and recycled products and employ responsible waste management processes to conserve valuable resources.  

Sustainability Platform

Incorporating sustainable features into our communities supports ABC’s mission as we plan on providing quality  housing. This dedication promotes healthy, comfortable and marketable living environments. Our dedication to these principles extends beyond our employees to our residents and partner institutions. The long-term value generated by operational efficiency benefits us as a company.

ITEM 1A.  RISK FACTORS.

RISKS ASSOCIATED WITH OUR COMPANY:

REZA NOOKAYHANI AN OFFICER AND DIRECTOR OF THE COMPANY CURRENTLY DEVOTE APPROXIMATELY 20 HOURS PER WEEK TO COMPANY MATTERS AND ALL OTHER MANAGEMENT DEVOTES APPROXIMATELY 5 HOURS PER WEEK TO COMPANY MATTERS.  MR. NOOKAYHANI PLANS TO SPEND THE TIME NECESSARY TO RUN THE MARKETING CAMPAIGN AND DIRECT THE PRIMARY OPERATIONS OF THE BUSINESS.  HE DOES NOT HAVE ANY PUBLIC COMPANY EXPERIENCE AND IS INVOLVED IN OTHER BUSINESS ACTIVITIES.  THE COMPANY'S NEEDS COULD EXCEED THE AMOUNT OF TIME OR LEVEL OF EXPERIENCE HE MAY HAVE.  THIS COULD RESULT IN HIS INABILITY TO PROPERLY MANAGE COMPANY AFFAIRS, RESULTING IN OUR REMAINING A START-UP COMPANY WITH NO REVENUES OR PROFITS.

On February 27, 2014, the Board of Directors of American Boarding Company accepted the resignation of Mr. Farshid Raafat, the President and Director of the Company.

Effective on February 27, 2014, the Board of Directors of the Company accepted the consent of Mr. Reza Noorkayhani as the President/Chief Executive Officer, Chief Financial Officer of the Company.  Additionally the Board of Directors of the Company accepted the consent of Mr. Joseph Marshall to act as Chief Operating Officer of the Company. He is also the company’s director, treasurer and secretary.

Mr. Noorkayhani is 52 years old and is an active California Realtor where he primarily serves the San Francisco Bay area.  Additionally, he has over 20 years of residential housing management experience in San Francisco handling tenant and regulatory matters for multi-tenant apartment buildings

Mr. Noorkayhani is also a Certified Public Accountant in San Francisco, California .Mr. Noorkayhani manages accounting and administrative functions, including Preparation of the monthly financial statements.

Mr. Joseph Marshall is 54 years old and is a local Bay area resident.  In the past 20 years Mr. Marshall has acquired, developed and managed rental properties in in Oakland, San Francisco and Marin counties.  Mr. Marshall has firsthand expertise in leasing and tenant relations and is a specialist on forming multi-unit properties for the past twenty years.

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Additionally Mr. Marshall has over 20 years of experience in hospitality industry working as a banquet Captain for Marriott corporation.in San Francisco.  

Our business plan does not provide for the hiring of any additional employees on a full-time basis until revenue will support the expense.  Until that time, the responsibility of developing the company's business, and fulfilling the reporting requirements of a public company all fall upon Mr. Noorkayhani.  While they do have business experience including management, they do not have experience in a public company setting, including serving as a principal accounting officer or principal financial officer. We have not formulated a plan to resolve any possible conflict of interest with their other business activities. In the event they are unable to fulfill any aspect of their duties to the company we may experience a shortfall or complete lack of revenue resulting in little or no profits and eventual closure of the business.

The Company will not be required to provide management’s report on the effectiveness of our internal controls over financial reporting until our fourth annual report.  In addition, the Company will be exempt from the auditor attestation requirements concerning any such report so long as we are a smaller reporting company.

THE COMPANY'S OFFICERS AND DIRECTORS MAY NOT BE IN A POSITION TO DEVOTE A

MAJORITY OF THEIR TIME TO THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS AND EVEN BUSINESS FAILURE.

Mr. Noorkayhani an officer and director has other business interests and currently devotes approximately 20 hours per week to our operations.  If Mr. Noorkayhani is not able to devote sufficient time to run the Company, it may result in periodic interruptions in developing our business.  We have not formulated a plan to resolve any possible conflicts of interest or if he is unable to fulfill any aspects of his duties to the Company which could have a significant negative effect on the success.  

OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH MAY IMPACT THE COMPANY.  

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control over.  Factors that may cause our operating results to fluctuate significantly include: our inability to generate enough working capital from future revenues, our ability to hire key personnel and Mr. Marshall and Mr. Noorkayhani’s time allocation to further the business.  After we launch our business the factors include: the level of acceptance by the public, competitive landscape with competitors and general economic conditions.

The Company was incorporated on January 27, 2012; we have not yet commenced our full scale business operations and we have not yet realized any revenues. We have minimal operating history upon which an evaluation of our future prospects can be made. Based upon current plans, we expect to incur operating losses in future periods as we incurred significant expenses associated with the initial startup of our business. Further, we cannot guarantee that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations.

RISKS RELATED TO OUR FINANCIAL CONDITION AND CAPITAL REQUIREMENTS

AUDITOR’S GOING CONCERN

The Company has been issued a “going concern” opinion from our accountants, based upon the Company’s reliance upon the sale of our common stock as the sole source of funds for our future operations.

WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE SUFFICIENT REVENUES IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.

We have not generated sufficient revenue to date from operations. In order for us to continue with our plans and operating our business, we must raise our initial capital through a private placement and sale of company common stocks. The timing of the completion of the milestones needed to commence operations and generate revenues is contingent on the success of a planned private placement. There can be no assurance that we will generate revenues or that revenues will be sufficient to maintain our business.

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OUR CONTINUED OPERATIONS DEPEND ON THE MARKETS ACCEPTANCE OF OUR PLANNED  HOUSING SERVICES. IF THE MARKET DOES NOT FIND OUR SERVICES DESIRABLE AND SUITABLE FOR THEIR USE AND WE CANNOT ESTABLISH OUR PLANNED OBJECTIVES, WE MAY NOT BE ABLE TO GENERATE ANY REVENUES, WHICH COULD RESULT IN A FAILURE OF OUR BUSINESS.  

The ability to offer housing services that the market accepts and is willing to use is critically important to our success. We cannot be certain that the housing services we offer will be accepted by the market.  As a result, there may not be any demand and our revenue stream could be limited and we may never realize any revenues. In addition, there are no assurances that the Company will generate revenues in the future even if we alter our marketing efforts and pursue alternative revenue generating services in the future.

THE LOSS OF THE SERVICES OF REZA NOORKAYHANI COULD SEVERELY IMPACT OUR BUSINESS OPERATIONS AND FUTURE DEVELOPMENT OF OUR BUSINESS MODEL, WHICH COULD RESULT IN A LOSS OF REVENUES.  

Our performance is substantially dependent upon the professional expertise of our Chief Executive Officer and Chief Financial Officer Mr. Reza Noorkayhani. If he were unable to perform his services, this loss of the services could have an adverse effect on our business operations, financial condition and operating results if we are unable to replace him with other individuals qualified to develop and market our services. The loss of his services could result in a loss of revenues.  

AMERICAN BOARDING COMPANY MAY NOT BE ABLE TO ATTAIN PROFITABILITY WITHOUT ADDITIONAL FUNDING, WHICH MAY BE UNAVAILABLE.  

American Boarding Company has limited capital resources. Unless American Boarding Company begins to generate sufficient revenues to finance operations as a going concern, American Boarding Company may experience liquidity and solvency problems. Such liquidity and solvency problems may force American Boarding Company to cease operations if additional financing is not available. No known alternative resources of funds are available to American Boarding Company in the event it does not have adequate proceeds from the planned offering. However, American Boarding Company believes that the net proceeds from the planned Offering will be sufficient to satisfy the start-up and operating requirements for the next twelve months.

ITEM 1B.  UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.  PROPERTIES.

The Company does not own any property at the present time and has no agreements to acquire any property. Our executive offices are located at 358 Frankfort Street, Daly City, California 94014 (The space is approximately 150 square feet total) and is provided by a shareholder at no cost. We believe that this space is adequate for our needs at this time, and we believe that we will be able to locate additional space in the future, if needed, on commercially reasonable terms.

ITEM 3.  LEGAL PROCEEDINGS.

None.

ITEM 4.  MINE SAFETY DISCLOSURES.

Not applicable.

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PART II

ITEM 5.  MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a) Market Information. As of December 31, 2014 and to date there have been 6,000 shares of the company’s stock traded and there can be no assurance that any more shares will trade in the future or that a liquid market will develop.

(b) Holders. As of April 2, 2014, there were 37 record holders of all of our issued and outstanding shares of Common Stock.

(c) Dividend Policy

We have not declared or paid any cash dividends on our Common Stock and do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as the Board of Directors may consider.

ITEM 6.  SELECTED FINANCIAL DATA.

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item.

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Certain statements in this report and elsewhere (such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company of its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. Actual results may materially differ from any forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures and constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

(ii) RESULTS OF OPERATIONS

Beginning in November 2014, the Company through its subsidiary Luck Realty, Inc. entered into a contract to manage 3 properties in the San Francisco Bay area.  Although the Company has earned no significant revenue or, and the Company anticipates that it will continue to incur net losses for the foreseeable future.  

The Company incurred net loss of $342,300 for the year ended December 31, 2014 and for the period since inception.

Liquidity and Capital Resources

The Company has financed its expenses and costs thus far through an equity investment by one of its shareholders.  American Boarding Company received a Notice of Effectiveness on its filing Form S-11 from the Securities and Exchange Commission on January 22, 2012 and the Company is offering common stock on the OTC: Pink markets at current price of $0.51 per share.

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For the most recent fiscal year, 2014, the Company incurred a loss in the amount of $223,631. The Company anticipates that until the full business plan is completed, it will not generate revenues, and may continue to operate at a loss thereafter, depending upon the performance of the business..

(iii) The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. There is no assurance that the Company will be able to raise sufficient funding to enhance the Company's financial resources sufficiently to generate volume for the Company, or to engage in any significant research and development, or purchase plant or significant equipment.

Management has been successful in raising sufficient funds to cover the Company’s immediate expenses including the cost of auditing and filing required documents for 2014.

The Company as a whole may continue to operate at a loss for an indeterminate period thereafter, depending upon the performance of its new businesses. In the process of carrying out its business plan, the Company will continue to identify new financial partners and investors.  However, it may determine that it cannot raise sufficient capital to support its business on acceptable terms, or at all.  Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to the Company or at all. As of April 1, 2015, the company was authorized to issue 90,000,000 shares of common stock.

We have no known demands or commitments and are not aware of any events or uncertainties as of December 31, 2015 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

Capital Resources.

We had no material commitments for capital expenditures as of December 31, 2014.

Off Balance Sheet Arrangements.

We currently have no off-balance sheet arrangements.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See the index to the Financial Statements below, beginning on page F-1.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.  CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our president and chief financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, the president and chief financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our president and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

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(b) Management’s Report on Internal Control Over Financial Reporting

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). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Our management has concluded that, as of December 31, 2014, our internal control over financial reporting is not effective based on these criteria. This annual 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 temporary rules of the SEC that permit us to provide only management’s report in this annual report.  Management identified the following material weaknesses:  lack of an audit committee;  lack of a majority of outside directors on our board of directors; and management dominated by a single individual/small group without adequate compensating controls.

(c) Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION

None.

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PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth information concerning our officers and directors as of December 31, 2014:

Our officers and directors are elected to hold office until the next annual meeting of shareholders and until their respective successors have been elected and qualified, or until prior resignation or removal.

Business Experience

Reza Noorkayhani - Chief Executive Officer and Chief Financial Officer and Director -  

Mr. Noorkayhani is an active California Realtor where he primarily serves the San Francisco Bay area.  Additionally, he has over 5years of residential housing management experience in San Francisco handling tenant and regulatory matters for multi-tenant apartment buildings.

Noorkayhani is a Certified Public Accountant with the firm Accurate Accounting Consultants, San Francisco, California.  Mr. Noorkayhani manages accounting and administrative functions, including preparation of the monthly financial statements.

Acting as the Controller with Cypress Wealth Advisors, LLC, in San Francisco, California,  Mr. Noorkayhani oversaw partnership accounting and portfolio reporting of $500 million to partners and prepare trust, estate, gift and individual tax returns for high net-worth clients, ensure the successful completion of annual audits.    

Mr. Noorkayhani holds a Master of Science in Business Administration degree from San Francisco State University - 1996, and a Bachelor of Science in Mathematics degree from Philips University, Enid, Oklahoma.

Compensation and Audit Committees

As we only have two board members and given our limited operations, we do not have separate or independent audit or compensation committees. Our Board of Directors has determined that it does not have an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K. In addition, we have not adopted any procedures by which our shareholders may recommend nominees to our Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of our Common Stock (collectively, the “Reporting Persons”) to report their ownership of and transactions in our Common Stock to the SEC. Copies of these reports are also required to be supplied to us. To our knowledge, during the fiscal year ended December 31, 2014 the Reporting Persons complied with all applicable Section 16(a) reporting requirements.

Code of Ethics

We have not adopted a Code of Ethics given our limited operations. We expect that our Board of Directors, following a merger or other acquisition transaction, will adopt a Code of Ethics.

ITEM 11.  EXECUTIVE COMPENSATION.

Reza Noorkayhani is a director.  Mr. Noorkayhani received $6,000 for accounting services during the year ended December 31, 2014.

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In December 2014, the Board authorized accrued compensation of $100,000 for Mr. Noorkayhani as executive compensation.  

Furthermore, the Board of Directors granted 3,000,000 shares of the Company's $.001 par value common stock to the company’s Chief Executive Officer, Reza Noorkayhani as compensation for services during 2012 to 2014 and bringing the Company to a public entity status.  Those shares were valued at $.06 per share for total of $180,000 marked as compensation expense in 2014.

No officer or director is required to make any specific amount or percentage of his business time available to us.

Director Compensation

We do not currently pay any cash fees to our directors, nor do we pay director’s expenses in attending board meetings.

Employment Agreements

We are not a party to any employment agreements.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information as of December 31,, 2014 regarding the number and percentage of our Common Stock (being our only voting securities) beneficially owned by each officer, director, each person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by us to own 5% or more of our Common Stock, and all officers and directors as a group.

(1)  The address of each executive officer, director and beneficial owner c/o American Boarding Company, 358 Frankfort Street, Daly City, California 94014.

(2)  As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

(3)  Mr. Neil Walsh has control over the company’s common shares that are held by Platinum Capital Ltd, Inc.

Unless otherwise indicated, we have been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth opposite their names. For purposes of computing the number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire within 60 days of December 31, 2014 are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder.

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We currently do not maintain any equity compensation plans.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

None.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

KLJ & ASSOCIATES Certified Public Accountants is our independent registered public accounting firm.

Audit Fees

The aggregate fees billed KLJ & ASSOCIATES Certified Public Accountants for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings was $6,500  for the fiscal years ended December 31, 2014 and 2013.

Audit-Related Fees

There were $0 fees billed by KLJ & ASSOCIATES Certified Public Accountants for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements for the fiscal year ended December 31, 2014.

Tax Fees

The aggregate fees billed by KLJ & ASSOCIATES Certified Public Accountants for professional services for tax compliance, tax advice, and tax planning were $0 for the fiscal year ended December 31, 2014.

There were no fees billed by KLJ & ASSOCIATES Certified Public Accountants for other products and services for the fiscal years ended December 31, 2014.

Pre-Approval Policy

We do not currently have a standing audit committee. The above services were approved by our Board of Directors.

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PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  The following documents are filed as part of this Report:

1.  Financial Statements. The following financial statements and the report of our independent registered public accounting firm, are filed herewith.

·

Report of Independent Registered Public Accounting Firm KLJ & Associates, LLP Certified Public Accountants, April 15, 2014)

·

Balance Sheets at December 31, 2014

·

Statements of Operations for the year ended December 31, 2014 and for the cumulative period from January 27, 2012 (Inception) to December 31, 2014

·

Statements of Changes in Shareholders’ Deficiency for the period from January 27, 2012 (Date of Inception) to December 31, 2014

·

Statements of Cash Flows for the year ended December 31, 2014, and for the cumulative period from

·

January 27, 2012 (Date of Inception) to December 31, 2014

·

Notes to Financial Statements

2.  Financial Statement Schedules.

Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.

3.  Exhibits Incorporated by Reference or Filed with this Report.

__________________

*Included herewith

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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AMERICAN BOARDING COMPANY

FINANCIAL STATEMENTS

December 31, 2014 and 2013

Table of Contents

2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of American Boarding Company

We have audited the accompanying consolidated balance sheets of American Boarding Company (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years ended December 31, 2014 and 2013. American Boarding Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based upon our audit the consolidated financial statements referred to above present fairly, in all material respects, the financial position of American Boarding Company as of December 31, 2014 and 2013 and the results of its operations and its cash flows for the years ended December 31, 2014 and 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, The Company has suffered net losses and has had negative cash flows from operating activities during the year ended December 31, 2014 and 2013. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

/s/ KLJ & Associates, LLP

KLJ & Associates, LLP

St. Louis Park, MN

April 15, 2015

1660 South Highway 100

Suite 500  

St. Louis Park, MN 55416

630.277.2330

F-1

AMERICAN BOARDING COMPANY

CONSOLIDATED BALANCE SHEETS

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

F-2

AMERICAN BOARDING COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

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

F-3

AMERICAN BOARDING COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

THROUGH DECEMBER 31, 2014

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

F-4

AMERICAN BOARDING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

F-5

AMERICAN BOARDING COMPANY

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS

American Boarding Company (“the Company” or “ABC”) was incorporated in the State of Delaware on January 27, 2013.  American Boarding Company is a real estate based company with a principle business objective of acquisition, design, development, lease, and management services of student housing communities located within close proximity of colleges and universities in the United States.  

The Company formed a subsidiary in State of Nevada “Lucky Realty, Inc.” on January 27, 2014 to manage the company’s operations.

The consolidated financial statements include the accounts of American Boarding, Inc. and Lucky Realty, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

American Boarding Company’s administrative office is located at 358 Frankfort Street, Daly City, California 94014.

American Boarding Company’s fiscal year end is December 31.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.  

Cash and Cash Equivalents

Cash and cash equivalents includes all cash deposits and highly liquid financial instruments with a maturity of three months or less. The Company had $1,935 and $7,483 of cash as of December 31, 2014 and 2013, respectively.

Use of Estimates

The Financial Statements have been prepared in conformity with U.S. GAAP, which requires using management’s best estimates and judgments where appropriate.  These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.  The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period.  Actual results could differ materially from these good faith estimates and judgments.

Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

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ASC 820, Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

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Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

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Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

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Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

Long-Lived Assets and Intangible Property

The Company follows ASC 360, Property, Plant, and Equipment, for its fixed assets and  ASC 350, Intangibles - Goodwill and Other.  Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  

The Company did not recognize any impairment losses for any periods presented.

Share-Based Expenses

ASC 718, Compensation - Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.  Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights.  Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).  

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity - Based Payments to Non-Employees.  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

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Share-based expense was $180,000 for the year ending December 31, 2014 and $0 for the year ending December 31, 2013.

Revenue Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

Advertising

The costs of advertising are expensed as incurred

Income Taxes

The Company accounts for income taxes in accordance with the provisions of  ASC 740, Income Taxes, 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. 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.

In July, 2006, the FASB issued ASC 740, “Accounting for Uncertainty in Income Taxes”, which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a return. ASC 740 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties.  Under this pronouncement, the Company recognizes the financial statement benefit of a tax position only after determining that a position would more likely than not be sustained based upon its technical merit if challenged by the relevant taxing authority and taken by management to the court of the last resort. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the relevant tax authority. ASC 740 became effective for the Company as of July 1, 2008 and had no material impact on the Company’s financial statements.

The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties on unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities. The Company has not recorded any interest and penalties since its inception.

The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The tax years for 2014, 2013 and 2012 remain open for federal and/or state tax jurisdictions. The Company is currently not under examination by any other tax jurisdictions for any tax years.

Earnings (Loss) Per Share

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.  

The Company does not have any potentially dilutive instruments as of December 31, 2014 and, thus, anti-dilution issues are not applicable.

F-8

Recent Accounting Pronouncements

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915).  Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity;  (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.  The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

NOTE 3 - GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not yet emerged from its development stage, has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.  These factors raise substantial doubt about its ability to continue as a going concern.

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

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

NOTE 4 - CONVERTIBLE NOTES PAYABLE

On October 4, 2013, the Company issued a $125,000 convertible promissory note, with a term of one year, as consideration for consulting services to be rendered over a 12 month period.  The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share.  Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting.  Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition.  Management valued the beneficial conversion feature at $125,000 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument.  The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note.  As of December 31, 2014 and 2013 $0 and $93,750 of the note discount remains unamortized, respectively.

F-9

The note was forgiven due to non-performance of services on December 1, 2014.

On April 3, 2014, the Company issued a $3,471 convertible promissory note payable on demand. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $3,471 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $3,471 related to the beneficial conversion was expenses expensed during the quarter.

On May 22, 2014, the Company issued a $12,000 convertible promissory note payable on demand. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $12,000 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $12,000 related to the beneficial conversion was expenses expensed during the year ended 2014.

On September 28, 2014, the Company issued a $5,500 convertible promissory note payable on demand. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $5,500 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $5,500 related to the beneficial conversion was expenses expensed during the year ended.

On December 10, 2014, the Company issued a $10,000 convertible promissory note payable on demand. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $5,500 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $10,000 related to the beneficial conversion was expenses expensed during the year.

F-10

NOTE 5 - INCOME TAXES

The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

The Company has not recognized an income tax benefit for its operating losses generated from operations, based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.  

As of December 31, 2014, the Company has a net operating loss carry forward in the amount of $342,300. The NOLs will begin expiring in 2032.

The provision for Federal income tax consists of the following:

The cumulative tax effect at the expected rate of 15% of significant items comprising our net deferred tax amount is as follows:

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $342,300 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

NOTE 6 - RELATED PARTY TRANSACTIONS

American Boarding Company uses an administrative office located at 358 Frankfort Street, Daly City, California 94014.  Mr. Noorkayhani, who is an officer and director of the Company, provides the office space free of charge and no lease exists.  We consider our current principal office space arrangement adequate and will reassess our needs based upon the future growth of the company.

F-11

On September 28, 2014, the Company issued a $5,500 convertible promissory note payable on demand. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $5,500 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $5,500 related to the beneficial conversion was expenses expensed during the quarter.

On November 24, 2014, the Company issued a $3,975 convertible promissory note payable on demand. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $5,500 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $3,975 related to the beneficial conversion was expenses expensed during the year.

The Company does not have an employment contract with its key employee, who is the Chief Executive Officer.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

NOTE 7 - EQUITY

Common Stock

The total number of shares of common stock which the Company shall have authority to issue is ninety million (90,000,000) common shares with a par value of $0.001, of which 8,500,000 have been issued to the founders at par value ($8,500) and additional

During the year ended December 31, 2013, 600,000 common shares were issued to investors through private offerings.

The Company intends to issue additional shares in an effort to raise capital to fund its operations.  Common shareholders will have one vote for each share held.

No holder of shares of stock of any class is entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

Preferred Stock

The total number of shares of preferred stock which the Company shall have authority to issue is ten million (10,000,000) preferred shares with a par value of $0.001.  There are no preferred shares authorized or outstanding at December 21, 2014 and 2013.  

F-12

There are no warrants or options issued or outstanding as of December 31, 2014.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

From time to time the Company may become a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

NOTE 9 - SUBSEQUENT EVENTS

In accordance with ASC 855, the Company has analyzed its operations subsequent to December 31, 2014 through the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

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