Two Hands Corp - FORM 10-K

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EXCEL - IDEA: XBRL DOCUMENT - Two Hands Corp	Financial_Report.xls
EX-32 - EXHIBIT 32.1 - Two Hands Corp	ex321.htm
EX-31 - EXHIBIT 31.1 - Two Hands Corp	ex311.htm

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

FORM 10-K

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

For the fiscal year ended December 31, 2014

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-167667

INNOVATIVE PRODUCT OPPORTUNITIES INC.

(Exact name of registrant as specified in its charter)

	Delaware		42-1770123
	(State or Other Jurisdiction of		(I.R.S. Employer
	Incorporation or Organization)		Identification No.)

	33 Davies Ave., Level 1, Toronto, Ontario, Canada		M4N 2A9
	(Address of Principal Executive Offices)		(Zip Code)

(347) 789-7131

(Registrant's telephone number, including area code)

Not Applicable

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 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 ¨

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

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

As of April 13, 2015 the registrant had 741,793,090 outstanding shares of Common Stock.

Documents incorporated by reference: None.

TABLE OF CONTENTS

PART I		Page
Item 1.	Business	4
Item 1A.	Risk Factors	5
Item 2.	Properties	8
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosures	8
PART II
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6.	Selected Financial Data	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 8.	Financial Statements and Supplementary Data	12
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 9A.	Controls and Procedures	14
Item 9B.	Other Information	14
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	15
Item 11.	Executive Compensation	17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
Item 13.	Certain Relationships and Related Transactions and Director Independence	19
Item 14.	Principal Accountant Fees and Services	20
PART IV		22
Item 15.	Exhibits, Financial Statement Schedules	20
	Signatures	22

PART I

ITEM 1. BUSINESS

HISTORICAL DEVELOPMENT

Innovative Product Opportunities Inc. was incorporated on April 3, 2009 in the State of Delaware.

OUR BUSINESS

From inception (April 3, 2009) until June 30, 2014 our business was a product development firm creating products designed, prototyped and produced in numerous industries including consumer and household goods, office products, furniture, and toys.

We have started the implementation of our business plan and along with developing products are working in the entertainment/magazine industry through our licensor Cigar and Spirits.

Since March 1, 2012, the Company has not earned revenues from rights acquired under this license agreement. On July 7, 2013, the Company received notice from Cigar & Spirits that the license agreement would be cancelled effective August 1, 2013.

Since July 1, 2014, our business is a research and product development firm specializing in computer vision and gesture recognition technologies targeted at the staging and lighting industry. The operations of the business are carried on by a 100% owned subsidiary, I8 Interactive Corporation, a company incorporated under the laws of Canada.

RESEARCH AND DEVELOPMENT

We have not spent any funds on research and development activities since our inception on April 3, 2009.

EMPLOYEES

As of April 13, 2015, we had four employees. Two employees are full time and two employees are part-time. We believe that our relations with our employees is good.

CUSTOMERS

We intend to market our services via trade and industry publications. Many products developed are new and innovative that requires public recognition to realize potential. Where possible we plan to merge our efforts for both design and publishing to maximize our opportunities.

COMPETITION

We compete with other software developers and systems integrators who offer one or more services competitive with the service we intend to sell. The product development and gesture recognition & motion sensing technology industries are competitive, characterized by the frequent introduction of new products and includes numerous domestic and foreign competitors, some of which are substantially larger and have greater financial and other resources than we do. We compete principally on the basis of offering quality products. Our competition includes:

GestureTek

LM3LABS Corporation

CAST Group of Companies (Blacktrax)

PRODUCT DEVELOPMENT

We have worked on interactive displays, and staging & lighting products to date. We continue to investigate new product potentials in Internet of Things (IoT) and business opportunities.

MANUFACTURING AND PRODUCT SOURCING

Most supplies used in the manufacturing process are readily available from any number of local and international suppliers, at competitive prices. Delivery of product will vary depending on source and quantity required.

ITEM 1A. RISK FACTORS.

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and other information included in this Form 10-K. If any of the following risks actually occur, our business, financial condition or results of operations could be materially and adversely affected and you may lose some or all of your investment. The trading price of our common stock could decline due to any of these risks, and you could lose all or a part of your investment. We cannot assure any investor that we will successfully address these risks. Prospective investors should carefully consider the following risk factors:

RISKS RELATED TO OUR BUSINESS

WE ARE A DEVELOPMENT STAGE ENTERPRISE THAT LACKS ANY OPERATING HISTORY OR REVENUES AND WE MAY NEVER GENERATE REVENUES OR BECOME PROFITABLE.

We are a development stage enterprise without financial resources and an operating history on which an investor can base its assessment of our business plan. We expect to incur losses in the foreseeable future due to significant costs associated with our business startup and development, including costs associated with our on-going operations. Our operations may never generate sufficient revenues to fund our continuing operations and we may never generate positive cash flow from our operations. Further, we may not attain or sustain profitability in any future period. If we do not successfully develop our business, you may lose all or part of your investment.

IF WE FAIL TO SUCCESSFULLY MANAGE OUR NEW PRODUCT DEVELOPMENT OR IF WE FAIL TO ANTICIPATE THE ISSUES ASSOCIATED WITH SUCH DEVELOPMENT OR EXPANSION, OUR BUSINESS MAY SUFFER.

We have not completed development on any product. Our ability to anticipate and manage a variety of issues associated with any new product development or market expansion, such as:

market acceptance;

effective management of inventory levels in line with anticipated

Our business may suffer if we fail to successfully anticipate and manage these issues associated with product development and magazine publishing and you may lose all or part of your investment.

OUR INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Currently, we do not have any material assets, nor do we have operations or a source of revenue sufficient to cover our operational costs and allow us to continue as a going concern. Since our inception on April 3, 2009 through December 31, 2014, we have an accumulated deficit of $22,143,197. The Company will be dependent upon the raising of additional capital through placement of its common stock in order to implement our business plan. We are currently funding our initial operations by way of loans from our Chief Executive Officer and through the issuance of common stock in exchange for services. Accordingly, these factors raise substantial doubt as to our ability to continue as a going concern.

CURRENT DECLINING GENERAL ECONOMIC OR BUSINESS CONDITIONS MAY HAVE A NEGATIVE

IMPACT ON OUR BUSINESS.

Our current and future business plans depend, in large part, on the overall state of the economy. Concerns over inflation, energy costs, geopolitical issues, the availability and cost of credit, the U.S. mortgage market and a declining real estate market in the U.S. have contributed to increased volatility and diminished expectations for the global economy and expectations of slower global economic growth going forward. These factors, combined with volatile oil prices, declining business and consumer confidence and increased unemployment, have precipitated a global economic slowdown. If the economic climate does not improve or continues to deteriorate, it could have a material adverse effect on our ability to implement our business plan.

IF WE ARE UNABLE TO OBTAIN ADDITIONAL FINANCING, WE MAY NOT BE ABLE TO FULFILL OUR BUSINESS PLAN.

We require substantial funds to further develop and implement our business plan over the next 12 months we expect to expend approximately $50,000 in cash for legal, accounting and related services. To meet our future obligations, from time to time, we may need to issue debt or shares of our common stock or other equity instruments such as warrants. However, we may not be able to obtain additional financing when needed, or if available, such financing may not be on commercially reasonable terms. If we are unable to obtain financing when needed, we may be forced to curtail our planned development, which would negatively affect the value of your investment.

WE CURRENTLY HAVE ONLY 3 CUSTOMERS AND IF WE CANNOT ATTRACT CUSTOMERS WE WILL NOT GENERATE REVENUES AND OUR BUSINESS WILL FAIL.

As of April 13, 2015, we have not generated any profit. We may not be able to successfully attract other customers and in the event that we do attract customers, we may not be able to maintain such customers and as a result, we will not generate revenues and our business will fail. If our business fails, you will lose all or part of your investment.

WE MAY ENCOUNTER DIFFICULTIES MANAGING OUR PLANNED GROWTH, WHICH WOULD ADVERSELY AFFECT OUR BUSINESS AND COULD RESULT IN INCREASING COSTS AS WELL AS A DECREASE IN OUR STOCK PRICE.

We intend to establish a customer base and develop new products for them. To manage our anticipated growth, we must continue to improve our operational and financial systems and expand, train, retain and manage our employee base to meet new opportunities. Because of the registration of our securities, we are subject to reporting and disclosure obligations, and we anticipate that we will hire additional finance and administrative personnel to address these obligations. In addition, the anticipated growth of our business will place a significant strain on our existing managerial and financial resources. If we cannot effectively manage our growth, our business may be harmed.

IF WE LOSE THE SKILLS AND CAPABILITIES OF OUR FOUNDER, OUR ABILITY TO ATTAIN PROFITABILITY MAY BE IMPEDED AND IF WE DO NOT ATTAIN PROFITABILITY, OUR STOCK PRICE MAY DECREASE AND YOU COULD LOSE PART OR ALL OF YOUR INVESTMENT.

Doug Clark founded our Company. He invested the necessary start-up costs from his personal finances and he is our Certified Engineering Technician. In addition, Mr. Clark has relationships with key parties. These relationships with suppliers afford us access to valuable resources that help ensure product availability. Our success depends in large part upon Mr. Clark’s contacts. If we were to lose the benefit of his services, our ability to operate would be adversely affected which would have a negative impact on our operations. We presently have no employment agreement with Mr. Clark.

WE WILL INCUR INCREASED COSTS AND DEMANDS UPON MANAGEMENT AS A RESULT OF COMPLYING WITH THE LAWS AND REGULATIONS AFFECTING PUBLIC COMPANIES, WHICH COULD HARM OUR OPERATING RESULTS.

As a public company, we will incur significant additional legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements. We also will incur costs associated with corporate governance requirements, including requirements under Section 404 and other provisions of the Sarbanes-Oxley Act, as well as rules implemented by the Securities and Exchange Commission ("SEC"). The expenses incurred by reporting companies for reporting and corporate governance purposes have increased dramatically in recent years. We expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We are unable to currently estimate these costs with any degree of certainty. We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage previously available. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers. Currently we do not have a system of checks and balances in place covering our financial operations and investors will bear the economic risk associated with the lack of such oversight.

BECAUSE WE DO NOT HAVE AN AUDIT COMMITTEE, SHAREHOLDERS WILL HAVE TO RELY ON THE DIRECTORS, WHO ARE NOT INDEPENDENT, TO PERFORM THESE FUNCTIONS.

We do not have an audit or compensation committee comprised of independent directors. These functions are performed by the board of directors as a whole. The members of the Board of Directors are not independent directors. Thus, there is a potential conflict in that the board members are also engaged in management and participate in decisions concerning management compensation and audit issues that may affect management performance.

TO DATE WE HAVE GENERATED $100,104 OF REVENUES FROM OPERATIONS SINCE INCEPTION AND WE MAY HAVE ADDITIONAL CAPITAL REQUIREMENTS TO CONTINUE OUR OPERATIONS BUT THEY MIGHT NOT BE AVAILABLE TO US ON FAVORABLE TERMS OR AT ALL, AND IF UNAVAILABLE OUR ABILITY TO RUN OUR BUSINESS WILL BE IMPAIRED.

We have limited working capital. As a result, it may be impossible to expand our operations. If we are unable to generate sufficient revenues to cover operating expenses or raise additional funds after the twelve months or during the twelve months should we determine to undertake additional projects, outside of our current business plan, we will be unlikely to expand our business operations.

RISKS RELATED TO OUR STOCK

OUR COMMON STOCK MAY BE DIFFICULT OR IMPOSSIBLE TO SELL YOUR SHARES FOR THE FORESEEABLE FUTURE.

Our shares are listed on the Over-the-Counter Bulletin Board, trading symbol IPRU.

"PENNY STOCK" RULES MAY MAKE BUYING OR SELLING OUR SECURITIES DIFFICULT WHICH MAY MAKE OUR STOCK LESS LIQUID AND MAKE IT HARDER FOR INVESTORS TO BUY AND SELL OUR SHARES.

Trading in our securities is subject to the SEC's "penny stock" rules and it is anticipated that trading in our securities will continue to be subject to the penny stock rules for the foreseeable future. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser's written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by these requirements may discourage broker-dealers from recommending transactions in our securities, which could severely limit the liquidity of our securities and consequently adversely affect the market price for our securities.

OUR STOCK PRICE MAY BE VOLATILE, AND YOU MAY NOT BE ABLE TO RESELL SHARES OF OUR COMMON STOCK AT OR ABOVE THE PRICE YOU PAID.

We cannot predict the extent to which a trading market will remain or how liquid that market might become. The selling stockholders will sell their shares at such prices and such times as they determine. It is possible that they may not sell their shares at all. The selling stockholders will sell at prevailing market prices or privately negotiated prices. The trading price of our common stock is therefore likely to be highly volatile and could be subject to wide fluctuations in price in response to various factors, some of which are beyond our control. These factors include:

Quarterly variations in our results of operations or those of our competitors.

Announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments.

The emergence of new sales or publishing channels in which we are unable to compete effectively.

Commencement of, or our involvement in, litigation.

Any major change in our board or management.

General economic conditions and slow or negative growth of related markets.

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of individual companies. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a company's securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources.

WE MAY ISSUE ADDITIONAL SHARES OF COMMON STOCK WHICH WOULD REDUCE INVESTORS' PERCENTAGE OF OWNERSHIP, DECREASE THE VALUE OF INVESTORS' INVESTMENT AND MAY DILUTE OUR SHARE VALUE.

Our Certificate of Incorporation authorizes the issuance of 3,000,000,000 shares of common stock and 1,000,000 shares of preferred stock. In the past, we have been able to pay for some of the services we require through the issuance of our common stock. We may continue to compensate our consultants and other staff with common stock in order to preserve our cash for other uses. The future issuance of authorized common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the common stock held by our investors, may decrease the value of our investors' investment and might have an adverse effect on any trading market for our common stock, if one ever exists.

WE DO NOT PLAN TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE, AND, AS A RESULT, STOCKHOLDERS WILL NEED TO SELL SHARES TO REALIZE A RETURN ON THEIR INVESTMENT.

We have not declared or paid any cash dividends on our capital stock since inception. We intend to retain any future earnings to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. As a result, stockholders will need to sell shares of common stock in order to realize a return on their investment, if any.

YOU MAY NOT BE ABLE TO SELL YOUR SHARES IN OUR COMPANY

Our securities are subject to the penny stock rules, which apply generally to equity securities with a price of less than $5.00 per share, other than securities registered on certain national exchanges or quoted on the NASDAQ system. The penny stock rules reduce the level of trading activity and the secondary market for a security that becomes subject to the penny stock rules. Therefore, investors may find it more difficult to sell their Shares.

ITEM 2. PROPERTIES.

Our principal executive offices are located at 33 Davies Ave., Level 1, Toronto, Ontario Canada M4M 2A9. Our offices are adequate for our current needs.

ITEM 3. LEGAL PROCEEDINGS

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

ITEM 4. MINE SAFETY DISCLOSURE.

Note applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AN ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET INFORMATION

Our common stock has traded over the counter and has been quoted on the Over-The-Counter Bulletin Board since February 17, 2010. The stock currently trades under the symbol "IPRU.OB." The following table sets forth the high and low bid prices for our common stock for each quarter during the last two fiscal years, so far as information is reported, as quoted on the Over-the-Counter Bulletin Board. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Fiscal Year Ending December 31, 2014
Quarter Ended		High $		Low $
First Quarter ended March 31, 2014	$	1.5000	$	0.1000
Second Quarter ended June 30, 2014	$	2.0700	$	0.0155
Third Quarter ended September 30, 2014	$	0.2500	$	0.0310
Fourth Quarter ended December 31, 2014	$	0.0448	$	0.0004

Fiscal Year Ending December 31, 2013
Quarter Ended		High $		Low $
First Quarter ended March 31, 2013	$	0.3200	$	0.1500
Second Quarter ended June 30, 2013	$	0.4500	$	0.1100
Third Quarter ended September 30, 2013	$	0.1500	$	0.3000
Fourth Quarter ended December 31, 2013	$	0.8000	$	0.1000

NUMBER OF STOCKHOLDERS

The number of record holders of our common stock as of April 13, 2015 was approximately 32, not including nominees of beneficial owners.

DIVIDEND POLICY

We have not paid dividends on our common stock and we do not anticipate paying dividends on our common stock in the foreseeable future. We intend to retain our future earnings, if any, to finance the growth of our business.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

As of December 31, 2014, we do not have any securities authorized for issuance under equity compensation plans.

SECURITIES ISSUED UNDER STOCK OPTION PLANS

During the fiscal year ended December 31, 2014, we did not issue securities under any Stock Option Plans.

RECENT SALES OF UNREGISTERED SECURITIES

During the quarter ended December 31, 2014, the Company did not issue unregistered securities.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

ITEM 6. SELECTED FINANCIAL DATA.

As a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-K contains "forward-looking statements" that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in this Form 10-K and other filings we make with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.

The following discussion and analysis of financial condition and results of operations is based upon, and should be read in conjunction with our audited financial statements and related notes thereto included elsewhere in this Form 10-K.

BUSINESS OVERVIEW

We incorporated on April 3, 2009 as Innovative Product Opportunities Inc. under the laws of the State of Delaware. We are currently in the development stage. We expect to incur losses in the foreseeable future due to significant costs associated with our business start-up, developing our business and costs associated with on-going operations. Our business is to be a product development participating in the creation of products, from hand sketches and design through prototyping and construction.

There is no specific rent terms included in the license agreement, but verbally they have agreed to allow IPRU to use their office on an on-going basis free of additional charge.

MANAGEMENT'S STRATEGIC VISION

Our overall business strategy primarily rests on our ability to secure additional capital through financing activities. Revenues will be generated for new product designs and magazine publishing and we will require minimal capital requirements.

As we secure funds, we plan to attract new clients and assist them in their product development, advertising and publishing. We do not know when we will sell our first product or be profitable in publishing and as a result, when, if ever, we will generate profits. In addition to increasing our product design and publishing/advertising offerings, we intend to introduce distribution channels and increase our products for sale and magazine advertising. This strategic vision will evolve as necessitated by the clients we are able to attract. Moving from a quarterly publication to a bi-monthly publication may also have increased costs and result in poor performance.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes. Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts, inventories, impairment of long-term assets, stock-based compensation, income taxes and loss contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies, among others, may be impacted significantly by judgment, assumptions and estimates used in the preparation of the Financial Statements:

STOCK-BASED COMPENSATION

The Company measures stock-based compensation at the grant date based on the fair value of the award and recognizes stock-based compensation expense over the requisite service period.

The Company also grants awards to non-employees and determines the fair value of such stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is completed.

The Company has not adopted a stock option plan and has not granted any stock options.

REVENUE RECOGNITION

The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue or customer deposits. The company accrues for sales returns, bad debts, and other allowances based on its historical experience. Net sales under certain long-term contracts for product design, which may provide for periodic payments, are recognized under the percentage-of-completion method. Estimated cost-at-completion for these contracts are reviewed on a routine periodic basis, and adjustments are made periodically to the estimated cost-at-completion, based on actual costs incurred, progress made, and estimates of the costs required to complete the contractual requirements. When the estimated cost-at-completion exceeds the contract value, the contract is written down to its net realizable value, and the loss resulting from cost overruns is immediately recognized.

To properly match net sales with costs, certain contracts may have revenue recognized in excess of billings (unbilled revenues), and other contracts may have billings in excess of net sales recognized (customer deposits). Under long-term contracts, the prerequisites for billing the customer for periodic payments generally involve the Company's achievement of contractually specific, objective milestones.

Revenue for services contracts will be recognized under a proportional performance model if the following criteria are met (i) the arrangement provides for periodic billings as services are provided (ii) the customer receives value as the services as rendered, not just upon the completion of the services and (iii) the customer need not re-perform services that it has already received if it terminates the service contract early and hires another service provider to complete the service deliverable. If these criteria are not met, the Company will recognize revenue on the service contracts using the completed contract method.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder 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 in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.

RESULTS OF OPERATIONS

COMPARISON OF RESULTS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013.

REVENUES

Our revenue for the years ended December 31, 2014 was $79,104, compared to $0 year ended December 31, 2013. We recognized $73,250 of revenue from a contract for design consultation as the service contracted was completed and $5,854 of revenue for installation of a touch and gesture interactive bar-top experience. We are completely dependent upon the willingness of our management to fund our initial operations by way of loans from our Chief Executive Officer and shareholders.

COSTS OF GOODS SOLD

We did not incur cost of sales for years ended December 31, 2014 and 2013.

OPERATING EXPENSES

Our general and administrative expense for the year ended December 31, 2014 were $211,735, compared to $111,204 for the year ended December 31, 2013. The expenses can be primarily attributed to our need to pay for professional fees, our transfer agent and investment relations. During the years ended December 31, 2014 and 2013, we issued 215,238,000 and 525,000 shares of common stock of the Company, respectively, valued at $15,418,100 and $276,000, respectively, for consulting services.

During the year ended December 31, 2014, we issued 215,238,000 shares of common stock of the Company valued at $15,418,100 for business development, consulting, design and technical services. The stock-based compensation issued during the year ended December 31, 2014, was allocated between stock-based compensation for $6,507,800 included in operating expenses and loss on issuance of stock-based compensation of $8,910,300 included in other income (loss). The loss represents the difference between the amount invoiced by the consultant and the fair value of the shares of common stock issued by the Company. During the year ended December 31, 2013 we incurred stock-based compensation expense for 525,000 shares of the common stock of the Company valued at $276,000 for business development, consulting, design and technical services.

NET LOSS

Our net loss for the year ended December 31, 2014 were $16,010,604 compared to $402,608 for the year ended December 31, 2013. Our loss during the years ended December 31, 2014 and 2013 are due to costs associated with professional fees, our transfer agent, investor relations and stock-based compensation for services.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

As of December 31, 2014, we had total current assets of $11,300 and total current liabilities of $385,853, resulting in a working capital deficit of $374,553. At December 31, 2014, we had cash of $0. Our cash flows used in operating activities for the year ended December 31, 2014 was $69,628. Our current cash balance and cash flow from operating activities will not be sufficient to fund our operations. Our cash flow from financing activities for the year ended December 31, 2014 was $67,634. Our cash flows used in investing activities for the year ended December 31, 2014 was $0. The Company has an accumulated deficit at December 31, 2014 of $22,143,197. The deficit reported at December 31, 2014 is largely a result of operating expenses for professional fees, our transfer agent, investor relations, stock-based compensation and loss on issuance of stock-based compensation for services.

Over the next 12 months we expect to expend approximately $50,000 in cash for legal, accounting and related services and an additional $150,000 in cash to implement our business plan. We hope to be able to compensate our independent contractors with stock-based compensation, which will not require us to use our cash, although there can be no assurances that we will be successful in these efforts.

We expect to be able to secure capital through advances from our Chief Executive Officer and others in order to pay expenses such as organizational costs, filing fees, accounting fees and legal fees. We believe it will be difficult to secure capital in the future because we have no assets to secure debt and there is currently no trading market for our securities. We will need additional capital in the next twelve months and if we cannot raise such capital on acceptable terms, we may have to curtail our operations or terminate our business entirely. We have no written agreements with our CEO or any others to confirm advances.

The inability to obtain financing or generate sufficient cash from operations could require us to reduce or eliminate expenditures for developing products and services, or otherwise curtail or discontinue our operations, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, to the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If we raise additional funds through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of our common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuing stock in lieu of cash, which may also result in dilution to existing stockholders.

OPERATING CAPITAL AND CAPITAL EXPENDITURE REQUIREMENTS

We are currently funding our operations by way of cash advances from our Chief Executive Officer, note holders, shareholders and others. We hope to be able to compensate our independent contractors with stock-based compensation, which will not require us to use our cash, although there can be no assurances that we will be successful in these efforts. We expect that we will be required to raise an additional $200,000 in cash by issuing new debt or equity for operating costs in order to implement our business plan in the next twelve months. The funds are loaned to the Company as required to pay amounts owed by the Company. As such, our operating capital is currently limited to the personal resources of our Chief Executive Officer, note holders, shareholders and others. Other than our convertible notes, the loans from our Chief Executive Officer, note holders, shareholders and others are unsecured and non-interest bearing and have no set terms of repayment. Our common stock started trading over the counter and has been quoted on the Over-The Counter Bulletin Board since February 17, 2011. The stock currently trades under the symbol “IPRU.OB.”

We hope to be able to compensate our independent contractors with stock-based compensation, which will not require us to use our cash, although there can be no assurances that we will be successful in these efforts. We expect to be able to secure capital through advances from our Chief Executive Officer and others in order to pay expenses such as organizational costs, filing fees, accounting fees and legal fees. The loans from our Chief Executive Officer and notes payable from others are unsecured and non-interest bearing and have no set terms of repayment.

OFF-BALANCE SHEET TRANSACTIONS

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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

As a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements and related notes are included as part of this Annual Report.

INNOVATIVE PRODUCT OPPORTUNITIES INC.

INDEX

December 31, 2014 and 2013

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1/F-2
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statement of Stockholders' Equity (Deficit)	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Innovative Product Opportunities, Inc.

We have audited the accompanying consolidated balance sheet of Innovative Product Opportunities, Inc. (the “Company”) as of December 31, 2014, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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 audits 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 audits 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Innovative Product Opportunities, Inc. as of December 31, 2014, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has negative working capital and has incurred losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 2. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KLJ & Associates, LLP

KLJ & Associates, LLP

St. Louis Park, MN

April 14, 2015

1660 South Highway 100

Suite 500

St . Louis Park, MN 55416

630.277.2330

F-1

Silberstein Ungar, PLLC CPAs and Business Advisors

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Innovative Product Opportunities, Inc.

Toronto, Ontario, Canada

We have audited the balance sheet of Innovative Product Opportunities, Inc. as of December 31, 2013 and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended. These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Innovative Product Opportunities, Inc. as of December 31, 2013, and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC

April 12, 2014

F-2

Innovative Product Opportunities Inc.
CONSOLIDATED BALANCE SHEETS

	December 31, 2014			December 31, 2013
ASSETS

Current assets
Cash	$	—		$	1,994
Accounts and sundry receivable		9,300			—
Prepaid expenses		2,000			—
Total current assets		11,300			1,994
Property and equipment, net		376			606
Total assets	$	11,676		$	2,600

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities
Bank indebtedness	$	14		$	—
Accounts payable and accrued liabilities		10,365			27,297
Customer deposit		—			65,000
Accrued interest		—			967
Convertible notes, net of unamortized debt discount of $0 and $7,500, respectively		343,026			1,600
Notes payable		17,767			91,534
Due to related parties		14,681			76,895

Total current liabilities		385,853			263,293

Total liabilities		385,853			263,293

Stockholders’ deficit
Preferred stock; $0.001 par value; 1,000,000 shares authorized, -0- issued and outstanding		—			—

Common stock; $0.0001 par value; 3,000,000,000 shares authorized, 255,453,090 shares and 985,000 shares issued and outstanding as of December 31, 2014 and 2013, respectively		25,545			99

Additional paid-in-capital		21,743,475			5,871,801

Accumulated deficit		(22,143,197	)		(6,132,593	)
Total stockholders’ deficit		(374,177	)		(260,693	)

Total liabilities and stockholders’ deficit	$	11,676		$	2,600

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

F-3

Innovative Product Opportunities Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS

	For the year ended December 31, 2014			For the year ended December 31, 2013

Sales	$		79,104	$	--
Cost of sales			--		--
Gross profit			79,104		--

Operating expenses
Bad debts			--		--
General and administrative			211,735		111,204
Share-based compensation			6,507,800		52,500
Total expenses			6,719,535		163,704
Loss from operations			(6,640,431)		(163,704)

Other income (loss)
Loss on debt settlement			(12,027)		--
Loss on issuance of stock-based compensation			(8,910,300)		(223,500)
Accretion of debt discount			(447,846)		(14,000)
Interest			--		(1,404)
			(9,370,173)		(238,904)

Net loss for the year		$	(16,010,604)	$	(402,608)

Net loss per common share - basic		$	(0.12)	$	(0.81)

Weighted average number of common shares outstanding – basic		134,437,928		498,712

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

F-4

Innovative Product Opportunities Inc.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the years ended December 31, 2014 and 2013


	Preferred Stock		Common Stock
	Shares	Amount	Shares	Amount	Additional Paid-in-Capital	Deficit	Total Shareholders’ Equity (Deficit)
Balance December 31, 2012	--	$ --	348,000	$ 35	$ 5,569,215	$ (5,729,985)	$ (160,735)

Cancellation of common stock	--	--	(12,000)	(1)	1	--	--

Common stock issued for services	--	--	525,000	53	275,947	--	276,000

Beneficial conversion features	--	--	--	--	14,250	--	14,250

Common stock issued to settle notes payable	--	--	124,000	12	12,388	--	12,400

Net loss	--	--	--	--	--	(402,608)	(402,608)

Balance December 31, 2013	--	--	985,000	99	5,871,801	(6,132,593)	(260,693)

Common stock issued for services	--	--	215,238,000	21,524	15,396,576	--	15,418,100

Beneficial conversion features	--	--	--	--	357,750	--	357,750

Common stock issued to settle notes payable	--	--	39,230,000	3,922	117,348	--	121,270

Rounding	--	--	90	--	--	--	--

Net loss	--	--	--	--	--	(16,010,604)	(16,010,604)

Balance December 31, 2014	--	$ --	255,453,090	$ 25,545	$ 21,743,475	$ (22,143,197)	$ (374,177)

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

F-5

Innovative Product Opportunities Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS

			For the year ended December 31, 2014		For the year ended December 31, 2013
Cash flows from operating activities
	Net loss for the year		$	(16,010,604)	$	(402,608)
	Adjustments to reconcile net loss to cash used in operating activities
		Depreciation and amortization		230		87
		Stock issued for services		6,507,800		52,500
		Stock issued for debt		12,027		--
		Loss on issuance of stock-based compensation		8,910,300		223,500
		Accretion of debt discount		447,846		14,000
	Change in operating assets and liabilities
		Increase in accounts and receivable		(9,300)		--
		(Decrease)/Increase in customer deposit		(65,000)		65,000
		Increase in prepaid expenses		(2,000)
		Increase in accounts payable and accrued liabilities		140,040		19,063
		(Decrease)/Increase in accrued interest		(967)		967
		Net cash (used in) operating activities		(69,628)		(27,491)

Cash flows used in investing activities
		Purchase of equipment		--		(693)
		Net cash used in investing activities		--		(693)

Cash flow from financing activities
		Bank indebtedness		14		--
		Repayment on advances		(3,112)		--
		Advances by related party		19,003		4,427
		Repayment of advances by related party		--		(1,134)
		Proceeds from notes payable		51,729		24,617
		Net cash provided by financing activities		67,634		27,910

Net change in cash				(1,994)		(274)

Cash, beginning of the period				1,994		2,268

Cash, end of the period			$	--	$	1,994

Supplemental disclosure of non-cash investing and financing activities
		Conversion of notes payable for common stock	$	121,270	$	12,400
		Debt discount recorded in connection with convertible notes	$	97,320	$	14,250
		Finance costs recorded in connection with original issue discounts on convertible notes payable	$	--	$	7,250

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

F-6

Innovative Product Opportunities Inc.

December 31, 2014 and 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Innovative Product Opportunities Inc. (the "Company" or "Innovative") was incorporated on April 3, 2009 in the State of Delaware and established a fiscal year end of December 31.

On March 1, 2012 the company entered into a license agreement with Szar International, Inc. (dba Cigar & Spirits Magazine) (“Cigar & Spirits”) and moved offices to our new California address with Cigar and Spirits. The agreement grants Innovative the right to market the products of Cigar & Spirits including but not limited to the sales, promotion, and advertising vehicles of the Magazine. There are no specific rent terms included in the license agreement but verbally they have agreed to allow Innovative to use their office on an on-going basis free of additional charge. On July 8, 2013, Innovative received written notice that Cigar & Spirits will cancel the license agreement on August 1, 2013.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The financial statements present the balance sheets and statements of operations, stockholders' equity and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

GOING CONCERN

The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have significant operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company has an accumulated deficit at December 31, 2014 of $22,143,197. The Company will be dependent upon the raising of additional capital through placement of its common stock in order to implement its business plan. There can be no assurance that the Company will be successful in this situation. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might result from this uncertainty. The Company is funding its initial operations by way of loans from its Chief Executive Office and others, and the use of equity to pay some operating expenses. The Company's officers and directors have committed to advancing certain operating costs of the Company.

USE OF ESTIMATES AND ASSUMPTIONS

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

REVENUE RECOGNITION

F-7

INCOME TAXES

The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("FASB ASC") 740, Income Taxes. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the estimated 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 in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value.

NET LOSS PER SHARE

Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.

FOREIGN CURRENCY TRANSLATION

The financial statements are presented in the Company’s functional currency which is the United States dollars. In accordance with FASB ASC 830, Foreign Currency Matters, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders' equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations.

STOCK-BASED COMPENSATION

The Company measures stock-based compensation at the grant date based on the fair value of the award and recognizes stock-based compensation expense over the requisite service period.

The Company has not adopted a stock option plan and has not granted any stock options.

COMPREHENSIVE INCOME (LOSS)

The Company has adopted ASC Topic 220 - Comprehensive Income, which establishes standards for reporting and the display of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners or distributions to owners. Among other disclosures, Topic 220 requires that all items that are required to be recognized under the current accounting standards as a component of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income is displayed in the statement of stockholders' deficit and in the balance sheet as a component of stockholders' deficit.

F-8

FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with the requirements of FASB ASC 820, Fair Value Measurements and Disclosures, and FASB ASC 825, Financial Instruments, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. FASB ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. The statement establishes market or observable inputs as the preferred sources of values, followed by assumptions based on hypothetical transactions in the absence of market inputs. The statement requires fair value measurements be classified and disclosed in one of the following categories:

Level 1 – Quoted prices in active markets for identical assets and liabilities.

Level 2 – Quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 – Significant inputs to the valuation model are unobservable.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

RECENT ACCOUNTING PRONOUNCEMENTS

NOTE 3 - CUSTOMER DEPOSITS

The company has invoiced and received cash in the amount of $65,000 for a new product design project on behalf of two customers. The customer deposits were received from two customers, Al Kau and Aaron Shrira, who are shareholders and note holders of the Company.

In accordance with the revenue recognition policy of the Company, $65,000 of revenue was recognized during the year ended December 31, 2014 as the service contract was completed.

NOTE 4 – CONVERTIBLE NOTES

On June 10, 2014, the Company agreed to amend and add certain terms to unsecured, non-interest bearing promissory notes payable on demand issued to The Cellular Connection Ltd. issued during the period from February 22, 2013 to September 30, 2014 with a total carrying value $42,189. Under the terms of the Side Letter Agreement, the issue price of the Note is $42,189 with a face value of $54,193 and interest rate 20% per year. The terms of the Note include a fixed conversion price of $0.0002 per share of Company’s common stock and a maturity date of December 31, 2014. The amendment of the terms of the Note resulted in a beneficial conversion feature of $42,189. The beneficial conversion feature of $42,189 is included in additional paid-in capital. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. On June 20 and 26, 2014 the Company elected to convert $5,500 of principal into 27,500,000 shares of the Company's common stock. The statement of operations included expense of $54,193 for amortization of debt discount for the year ended December 31, 2014.

On June 10, 2014, the Company entered into Side Letter Agreement with the Dorset Solutions Inc. to amend and add certain terms to invoices issued for services during the period from August 21, 2012 to May 17, 2014 with a total carrying value $17,150. Under the terms of the Side Letter Agreement, the issue price of the Note is $17,150 with a face value of $22,295 and interest rate 20% per year. The terms of the Note include a fixed conversion price of $0.0002 per share of Company’s common stock and a maturity date of December 31, 2014. The amendment of the terms of the Note resulted in a beneficial conversion feature of $17,150. The beneficial conversion feature of $17,150 is included in additional paid-in capital. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. The statement of operations included expense of $22,295 for amortization of debt discount for the year ended December 31, 2014.

F-9

On June 10, 2014, the Company entered into Side Letter Agreement with the Doug Clark, former Chief Executive Officer, to amend and add certain terms to the related party advances of $82,495 for the period from March 2009 to June 2014 and officer and director compensation accrued and unpaid of $137,000 for the period October 1, 2013 to May 19, 2014. Under the terms of the Side Letter Agreement, the issue price of the Note is $219,495 with a face value of $272,038 and interest rate 20% per year. The terms of the Note include a fixed conversion price of $0.0002 per share of Company’s common stock and a maturity date of December 31, 2014. The amendment of the terms of the Note resulted in a beneficial conversion feature of $219,495. The beneficial conversion feature of $219,495 is included in additional paid-in capital. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. The statement of operations included expense of $272,038 for amortization of debt discount for the year ended December 31, 2014.

On June 15, 2014, the Company agreed to amend and add certain terms to unsecured, non-interest bearing promissory notes payable on demand issued to Al Kau in a period from March 2012 to February 2013 with a total carrying value $36,000. Under the terms of the Side Letter Agreement, the issue price of the Note is $36,000 with a face value of $45,500 and interest rate 20% per year. The terms of the Note include a fixed conversion price of $0.008 per share of Company’s common stock and a maturity date of December 31, 2014. The amendment of the terms of the Note resulted in a beneficial conversion feature of $36,000. The beneficial conversion feature of $36,000 is included in additional paid-in capital. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. On June 16, 2014 the Company elected to convert $45,500 of principal into 5,699,000 shares of the Company's common stock. The statement of operations included expense of $45,500 for amortization of debt discount for the year ended December 31, 2014.

On June 15, 2014, the Company agreed to amend add certain terms to unsecured, non-interest bearing promissory notes payable on demand issued to Aaron Shrira in a period from February to November 2012 with a total carrying value $42,917. Under the terms of the Side Letter Agreement, the issue price of the Note is $42,917 with a face value of $46,320 and interest rate 20% per year. The terms of the Note include a fixed conversion price of $0.008 per share of Company’s common stock and a maturity date of December 31, 2014. The amendment of the terms of the Note resulted in a beneficial conversion feature of $42,917. The beneficial conversion feature of $42,917 is included in additional paid-in capital. The Note allows for the lender to secure a portion of the Company assets up to 200% of the face value of the note. On June 16, 2014 the Company elected to convert $46,320 of principal into 5,790,000 shares of the Company's common stock. The statement of operations included expense of $46,320 for amortization of debt discount for the year ended December 31, 2014.

NOTE 5 - NOTES PAYABLE

On March 6, 2012, the company issued two promissory notes in the value of $2,500 each for value received. These notes bear no interest and are payable on demand by the note holders.

On May 1, 2012, the company issued a promissory note in the value of $12,500 for value received. These notes bear no interest and are payable on demand by the note holder.

On May 10, 2012, the company issued a promissory note in the value of $12,500 for value received. These notes bear no interest and are payable on demand by the note holder.

On May 31, 2012, the company issued a promissory note in the value of $32,000 for value received. In May 2012, a total of $15,000 was paid back. These notes bear no interest and are payable on demand by the note holder.

On July 31, 2012, the company issued a promissory note in the value of $1,750 for value received. These notes bear no interest and are payable on demand by the note holder. The promissory note was amended on June 18, 2013. See Note 4.

On November 5, 2012 the company issues a promissory note in the value of $16,667 for value received. These notes bear no interest and are payable on demand by the note holder.

On December 3, 2012 the company issues a promissory note in the value of $4,500 for value received. These notes bear no interest and are payable on demand by the note holder.

On September 3, 2012, the Company amended the promissory note with a carrying value of $11,250 issued to the Al Kau on February 22, 2012. The promissory note was amended on July 2, 2013. See Note 4 and Note 1 restatement.

On January 8, 2013, the Company issued a promissory note in the amount of $6,000 from Al Kau. This note is unsecured, bears no interest and is payable on demand by the note holder.

On February 2, 2013, the Company issued a promissory note in the amount of $6,000 to Al Kau. This note is unsecured, bears no interest and is payable on demand by the note holder.

F-10

On February 22, 2013, the Company issued a promissory note in the amount of $6,000 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On June 6, 2013, the Company issued a promissory note in the amount of $4,728 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On December 16, 2013, the Company issued a promissory note in the amount of $1,889 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On January 17, 2014, the Company issued a promissory note in the amount of $2,743 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On January 20, 2014, the Company issued a promissory note in the amount of $2,737 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On January 31, 2014, the Company issued a promissory note in the amount of $2,684 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On February 20, 2014, the Company issued a promissory note in the amount of $1,822 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On March 25, 2014, the Company issued a promissory note in the amount of $1,325 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On March 28, 2014, the Company issued a promissory note in the amount of $2,000 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On June 5, 2014, the Company issued a promissory note in the amount of $16,260 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On June 10, 2014, The Cellular Connection Ltd. agreed to amend the terms of notes payable with principal of $42,189. See Note 4 – Convertible Notes.

On June 15, 2014, Aaron Shrira agreed to amend the terms of notes payable with principal of $42,917. See Note 4 – Convertible Notes.

On June 15, 2014, Al Kau agreed to amend the terms of notes payable with principal of $36,000. See Note 5 – Convertible Notes.

On June 19, 2014, the Company issued a promissory note in the amount of $3,500 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On July 28, 2014, the Company issued a promissory note in the amount of $3,000 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On August 26, 2014, the Company issued a promissory note in the amount of $2,736 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On September 11, 2014, the Company issued a promissory note in the amount of $1,025 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On September 29, 2014, the Company issued a promissory note in the amount of $1,344 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On November 12, 2014, the Company issued a promissory note in the amount of $442 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On November 20, 2014, the Company issued a promissory note in the amount of $1,147 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

On November 25, 2014, the Company issued a promissory note in the amount of $2,560 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

F-11

On December 15, 2014, the Company issued a promissory note in the amount of $2,014 to The Cellular Connection Limited. This note is unsecured, bears no interest and is payable on demand by the note holder.

As of December 31, 2014 and December 31, 2013 notes payable totaling $17,768 and $91,534, respectively, were outstanding. The balances are non-interest bearing, unsecured and have no specified terms of repayment.

NOTE 6 – DUE TO RELATED PARTY

As of December 31, 2014 and 2013 advances of $3,417 and $0, respectively, were due to Nadav Elituv, the Company's Chief Executive Officer and at December 31, 2014 and 2013, advances of $714 and $0, respectively were due to 2130555 Ontario Limited, a company controlled by Nadav Elituv. The advances are non-interest bearing, unsecured and have no specified terms of repayment.

As of December, 2014 and 2013 advances of $3,517 and $76,895, respectively, were due to Doug Clark, the Company's former Chief Executive Officer. The balance are non-interest bearing, unsecured and have no specified terms of repayment. During the year ended December 31, 2014, Doug Clark advances the Company $9,117 in cash. On June 15, 2014, Doug Clark agreed to amend the terms of due to related party with principal of $82,495. See Note 5 – Convertible Notes.

On December 24, 2014, the Company issued a promissory note in the amount of $4,390 to DC Design Inc., a Company controlled by Doug Clark, the Company's former Chief Executive Officer for cash received. This note is unsecured, bears no interest and is payable on demand by the note holder.

NOTE 7 - INCOME TAXES

	2014			2013
Net loss before taxes	$	(16,010,604	)	$	(402,608	)

Income tax expense (recovery)	$	—		$	—

A reconciliation of the expected income tax expense, computed by applying a 35% U.S. Federal corporate income tax rate to income before taxes to income tax expense is as follows:

	2014			2013
Expected income tax expense (recovery)	$	(5,603,700	)	$	(141,000	)
Share-based payments		5,396,300			96,000
Interest		156,700			5,100
Loss on debt settlement		4,200			—
Change in valuation allowance		46,500			39,900
	$	—		$	—

At December 31, 2014 and 2013, the Company had available a net-operating loss carry-forward for Federal tax purposes of approximately $450,600 and $318,000, respectively, which may be applied against future taxable income, if any, at various times through 2034. Certain significant changes in ownership of the Company may restrict the future utilization of these tax loss carry-forwards. At December 31, 2014, the Company has a deferred tax asset of $158,400 representing the benefit of its net operating loss carry-forward. The Company has not recognized the tax benefit because realization of the tax benefit is uncertain and thus a valuation allowance has been fully provided against the deferred tax asset.

The Company recognizes interest and penalties, if any, related to uncertain tax positions in general and administrative expenses. No interest and penalties related to uncertain tax positions were accrued at December 31, 2014 and 2013.

The tax years 2014, 2013, 2012, 2011, 2010 and 2009 remain open to examination by the major taxing jurisdictions in which the Company operates. The Company expects no material changes to unrecognized tax positions within the next twelve months.

NOTE 8 - STOCKHOLDERS' EQUITY

The Company is authorized to issue an aggregate of 3,000,000,000 common shares with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.001 per share. No preferred shares have been issued.

On May 27, 2014, Board of Directors and stockholders of the Company approved a reverse stock split of the Company’s outstanding common stock in the ratio 1 for 1,000. The reverse stock split has been accounted for retroactively in these financial statements.

F-12

On April 30, 2013, the Company received for no consideration 12,000,000 shares of its common stock for cancellation, the effect of the cancellation of shares was immaterial thus no retroactive treatment was applied.

On May 8, 2013, the Company issued 40,000,000 shares of common stock to Stuart Turk and Lincoln Salazar valued at $76,000 as stock-based compensation for business development and consulting services. On the statement of operations for the fiscal year ended December 31, 2013, $4,000 has been allocated to stock-based compensation expense and $72,000 to loss on issuance of stock-based compensation.

On June 18, 2013, The Cellular Connection Limited converted $3,500 of principal and interest of a convertible note into 35,000,000 shares of the Company’s common stock at a fixed conversion price of $0.0001 per share.

On July 11, 15 and 16, 2013 Al Kau, consultant, investor and customer of the Company, the holder of a convertible note converted $8,900 of principal plus accrued interest into 89,000,000 shares of the Company's common stock.

On November 4, 2013, the Company issued 49,000,000 shares of common stock valued at $9,800 to Tony Diveronica as stock-based compensation for development, implementation and maintenance of sound business strategies including identification of suitable merger and acquisition candidates. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services. On the statement of operations for the fiscal year ended December 31, 2013, $4,900 has been allocated to stock-based compensation expense and $4,900 to loss on issuance of stock-based compensation.

On November 4, 2013, the Company issued 49,000,000 shares of common stock valued at $9,800 to Steve Roy as stock-based compensation for development, implementation and maintenance of sound business strategies including website development. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services. On the statement of operations for the fiscal year ended December 31, 2013, $4,900 has been allocated to stock-based compensation expense and $4,900 to loss on issuance of stock-based compensation.

On November 6, 2013, the Company issued 50,000,000 shares of common stock valued at $15,000 to Al Kau, consultant, investor and customer of the Company, as stock-based compensation for development, implementation and maintenance of sound business strategies including identification of suitable merger and acquisition candidates. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services. On the statement of operations for the fiscal year ended December 31, 2013, $5,000 has been allocated to stock-based compensation expense and $10,000 to loss on issuance of stock-based compensation.

On November 6, 2013, the Company issued 50,000,000 shares of common stock valued at $15,000 to Aaron Shrira as stock-based compensation for development, implementation and maintenance of sound business strategies including identification of suitable merger and acquisition candidates. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services. On the statement of operations for the fiscal year ended December 31, 2013, $5,000 has been allocated to stock-based compensation expense and $10,000 to loss on issuance of stock-based compensation.

On November 7, 2013, the Company issued 65,000,000 shares of common stock valued at $26,000 to Robert McLean, the Chief Financial Officer of the Company, as stock-based compensation. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services. On the statement of operations for the fiscal year ended December 31, 2013, $6,500 has been allocated to stock-based compensation expense and $19,500 to loss on issuance of stock-based compensation.

On November 7, 2013, the Company issued 65,000,000 shares of common stock valued at $26,000 to Grant Stummer, a director of the Company, as stock-based compensation. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services. On the statement of operations for the fiscal year ended December 31, 2013, $6,500 has been allocated to stock-based compensation expense and $19,500 to loss on issuance of stock-based compensation.

On November 7, 2013, the Company issued 68,000,000 shares of common stock valued at $27,200 to William Reil as stock-based compensation for development, implementation and maintenance of sound business strategies including identification of suitable merger and acquisition candidates. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services. On the statement of operations for the fiscal year ended December 31, 2013, $6,800 has been allocated to stock-based compensation expense and $20,400 to loss on issuance of stock-based compensation.

On November 8, 2013, the Company issued 89,000,000 shares of common stock valued at $71,200 to Stuart Turk as stock-based compensation development, implementation and maintenance of sound business strategies including identification of suitable merger and acquisition candidates. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services. On the statement of operations for the fiscal year ended December 31, 2013, $8,900 has been allocated to stock-based compensation expense and $62,300 to loss on issuance of stock-based compensation.

F-13

On January 1, 2014, the Company agreed to issue 210,000 shares of common stock valued at $42,000 to Doug Clark, the former Chief Executive Officer of the Company, as stock-based compensation. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.

On January 1, 2014, the Company agreed to issue 265,000 shares of common stock valued at $53,000 to Nadav Elituv, the Chief Executive Officer of the Company, as stock-based compensation for software development services related to interactive displays. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.

On January 1, 2014, the Company agreed to issue 210,000 shares of common stock valued at $42,000 to Al Kau, consultant, investor and customer of the Company, as stock-based compensation for development, implementation and maintenance of sound business strategies including identification of suitable merger and acquisition candidates. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.

On January 1, 2014, the Company agreed to issue 210,000 shares of common stock valued at $42,000 to Aaron Shrira, consultant, investor and customer of the Company, as stock-based compensation for introducing us to potential customers. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.

On January 1, 2014, the Company agreed to issue 192,000 shares of common stock valued at $38,400 to William Reil as stock-based compensation for development, implementation and maintenance of sound business strategies including identification of suitable merger and acquisition candidates. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.

On January 1, 2014, the Company agreed to issue 193,000 shares of common stock valued at $38,600 to Robert McLean, the Chief Financial Officer of the Company, as stock-based compensation. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.

On January 1, 2014, the Company agreed to issue 193,000 shares of common stock valued at $38,600 to Grant Stummer, a director of the Company, as stock-based compensation. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.

On January 28, 2014, the Company was agreed to issue 265,000 shares of common stock valued at $53,000 to Stuart Turk as stock-based compensation development, implementation and maintenance of sound business strategies including identification of suitable merger and acquisition candidates. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.

On June 2, 2014, the Company elected to convert $9,100 of principal and interest of a convertible note due to Al Kau into 91,000 shares of common stock of the Company at a fixed conversion price of $0.10 per share.

On June 17, 2014, the Company agreed to issue 16,000,000 shares of common stock valued at $1,600,000 to Robert McLean, the Chief Financial Officer of the Company, as stock-based compensation. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.

On June 17, 2014, the Company agreed to issue 16,000,000 shares of common stock valued at $1,600,000 to Grant Stummer, the Director of the Company, as stock-based compensation. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.

On June 17, 2014, the Company agreed to issue 15,000,000 shares of common stock valued at $1,500,000 to Nadav Elituv, the Chief Executive Officer of the Company, as stock-based compensation. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.

On June 17, 2014, the Company agreed to issue 66,000,000 shares of common stock valued at $6,600,000 to consultants as stock-based compensation for development, implementation and maintenance of sound business strategies. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.

On June 17, 2014, the Company elected to convert $45,500 of principal and interest of a convertible note due to Al Kau into 5,699,000 shares of common stock of the Company at a fixed conversion price of $0.008 per share.

On June 17, 2014, the Company elected to convert $46,320 of principal and interest of a convertible note due to Aaron Shrira into 5,790,000 shares of common stock of the Company at a fixed conversion price of $0.008 per share.

F-14

On June 23, 2014, the Company agreed to issue 81,000,000 shares of common stock valued at $2,430,000 to consultants as stock-based compensation for development, implementation and maintenance of sound business strategies. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.

On June 20, 2014, the Company elected to convert $1,500 of principal and interest of a convertible note due to The Cellular Connection Ltd. into 7,500,000 shares of common stock of the Company at a fixed conversion price of $0.0002 per share.

On June 26, 2014, the Company elected to convert $4,000 of principal and interest of a convertible note due to The Cellular Connection Ltd. into 20,000,000 shares of common stock of the Company at a fixed conversion price of $0.0002 per share.

On June 27, 2014, the Company agreed to issue 10,000,000 shares of common stock valued at $400,000 to consultant as stock-based compensation for development, implementation and maintenance of sound business strategies. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.

On August 25, 2014, the Company agreed to issue 9,500,000 shares of common stock valued at $940,500 to Doug Clark, former Chief Executive Officer as stock-based compensation for development, implementation and maintenance of sound business strategies. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.

On August 25, 2014, the Company agreed to issue 150,000 shares of common stock valued at $14,850 to settle debt in the amount of $2,823. The statement of operations includes $12,027 for loss on debt settlement for the year ended December 31, 2014

NOTE 9 - SUBSEQUENT EVENTS

On January 12, 2015, the Company agreed to issue 221,340,000 shares of common stock valued at $177,072 to consultants as stock-based compensation for development, implementation and maintenance of sound business strategies. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services.

From January 1 to March 12, 2015, the Company elected to convert $26,500 of principal and interest of a convertible note due to The Cellular Connection Ltd. into 265,000,000 shares of common stock of the Company at a fixed conversion price of $0.0001 per share.

F-15

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

We have had no changes in or disagreements with our accountants. None of our principal independent accountants have resigned or declined to stand for re-election.

ITEM 9A(T). CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2014. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.

MANAGEMENT'S ANNUAL 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 Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2014 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2014, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2015: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

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 an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting, which are included within disclosure controls and procedures, that occurred during our fiscal quarter ended December 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the name, age, positions and offices that each director and officer have held for the past five years as of December 31, 2014. Members of the Board are elected and serve for one year terms or until their successors are elected and qualify. Our executive officers are elected by and serve at the pleasure of our Board of Directors. There are no family relationships among our directors and executive officers.

Name	Age	Position
Nadav Elituv	51	President, Chairman, Chief Executive Officer and Director
Grant Stummer	48	Director

BOARD OF DIRECTORS

Our board of directors consists of only one director. Directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal.

The following is information on the business experience of our directors and executive officers:

BIOGRAPHIES OF EXECUTIVE OFFICERS AND DIRECTORS

Nadav Elituv has been our President, Chief Executive Officer and Director since June 2014. Mr. Elituv devotes a minimum of 40% of his working time to the affairs of our Company. Since August 2008, Mr. Elituv has serviced as the President and Founder of Imagin8. Imagin8 is a startup and leading developer of hand and body motion-based interactive digital technologies that are designed to enhance new consumer experiences from touch-screens to floor-screens. Mr. Elituv is the results-driven leader of an innovative digital technology enterprise, for over twenty years. With a track record for building, developing and motivating high-performance teams and is an expert in high-tech systems. This includes the design and implementation of computer-vision and gesture-recognition software. Mr. Elituv has solid career experience driving strategic initiatives and meeting critical business mandates.

Grant Stummer, has been our director since April 2009. Mr. Stummer is CEO of a private plastic injection tool and part manufacturer. Since 1992 he has worked his way to co-owner of the Mississauga based company. This niche ISO9001 certified plastics company produces complex components that are used worldwide in many industries. In the last 15 years he has tripled his sales and has implemented systems that have increased his profitability as a lean manufacturer. Mr. Stummer's knowledge and contacts in the plastic industry offer our company insight and direction from the industry.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

We are not aware of any material legal proceedings that have occurred within the past five years concerning any director, director nominee, or control person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

We do not have any securities registered under Section 12 of the Exchange Act, as amended. Accordingly, our directors, executive officers, and stockholders beneficially owning more than 10% of our common stock are not required to comply with the reporting requirements of Section 16(a) of the Exchange Act.

CODE OF ETHICS

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We will provide a copy of our Code of Ethics to any person, free of charge, upon written request to Nadav Elituv at Innovative Product Opportunities Inc., 28 Argonaut, Suite 140, Aliso Viejo, California 92656

PROCEDURE FOR NOMINATING DIRECTORS

There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

The Board of Directors will consider candidates for director positions that are recommended by any of our stockholders. The recommended candidate should be submitted to us in writing addressed to 28 Argonaut, Suite 140, Aliso Viejo, California 92656. The recommendation shall include the following information: name of candidate; address, phone, and fax number of candidate; a statement signed by the candidate certifying that the candidate wishes to be considered for nomination to our Board of Directors and stating why the candidate believes that he or she meets the director qualification criteria and would otherwise be a valuable addition to our Board of Directors; a summary of the candidate's work experience for the prior five years and the number of shares of our stock beneficially owned by the candidate.

The Board will evaluate the recommended candidate and will determine whether or not to proceed with the candidate in accordance with our procedures. We reserve the right to change our procedures at any time to comply with the requirements of applicable laws.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has the responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The Board's primary responsibility is to oversee management of our company and, in so doing, serve the best interests of our company and our stockholders. Our full Board of Directors performs all of the functions normally designated to an Audit Committee, Compensation Committee and Nominating Committee.

Although our Board does not have a separately-designated standing Audit Committee, our full Board of Directors performs the functions usually designated to an Audit Committee. As of December 31, 2014 Mr. McLean has been designated as the Board's "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K. We have determined that Mr. McLean is "independent" as independence for audit committee members is defined in Rule 5605 of the Nasdaq Marketplace Rules and Rule 10A-3 of the Securities Exchange Act of 1934. Mr. McLean's experience and background has provided him with an understanding of accounting principles generally accepted in the United States of America and financial statements prepared thereon. Mr. McLean has experience preparing, auditing, analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues comparable to the issues that can reasonably be expected to be raised by our financial statements. Mr. McLean has an understanding of audit committee functions.

ITEM 11. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION

Summary Compensation Table

Name & Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Nadav Elituv, Principal Executive Officer, President, Chairman and Director (1), (2)		2014	$	—	$	—	$	1,553,000	$	—	$	—	$	—	$	—	$	1,553,000
		2013	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Doug Clark, Former Principal Executive Officer, President, Chairman and Director		2014	$	—	$	—	$	542,000	$	—	$	—	$	—	$	124,000	$	169,000
		2013	$	—	$	—	$	—	$	—	$	—	$	—	$	13,000	$	13,000
Robert McLean, Former Principal Accounting Officer		2014	$	—	$	—	$	1,638,600	$	—	$	—	$	—	$	—	$	1,638,600
		2013	$	—	$	—	$	26,000	$	—	$	—	$	—	$	—	$	26,000
Grant Stummer, Director		2014	$	—	$	—	$	1,638,600	$	—	$	—	$	—	$	—	$	1.638,600
		2013	$	—	$	—	$	26,000	$	—	$	—	$	—	$	—	$	26,000

(1)

On June 3, 2014, Mr. Elituv sold 265,000 shares of common stock in a private transaction for anticipated proceeds of $26,500. The purchaser has been unable to deposit and dispose of the shares. At March 4, 2015, the market value of these shares was $583.

(2)

Mr. Elituv sold 2,500,000 shares of common stock, between January 21, 2015 to February 26, 2015, for total cash proceeds of $868.

On October 1, 2013, the Board of Director of the Company approved a resolution to compensate Doug Clark, Principal Executive

Officer, President, Chairman and Director $1,000 per week as long as he shall remain an officer of the Company.

On November 7, 2013, the Company issued a total of 65,000,000 shares of common stock valued at $26,000 as compensation for services to Robert McLean, former Principal Accounting Officer.

On November 7, 2013, the Company issued a total of 65,000,000 shares of common stock valued at $26,000 as compensation for services to Grant Stummer, former Director.

On January 1, 2014, the Company agreed to issue 210,000 shares of common stock valued at $42,000 to Doug Clark, the former Chief Executive Officer of the Company, as stock-based compensation.

On January 1, 2014, the Company agreed to issue 265,000 shares of common stock valued at $53,000 to Nadav Elituv, the Chief Executive Officer of the Company, as stock-based compensation

On January 1, 2014, the Company agreed to issue 193,000 shares of common stock valued at $38,600 to Robert McLean, the Chief Financial Officer of the Company, as stock-based compensation.

On January 1, 2014, the Company agreed to issue 193,000 shares of common stock valued at $38,600 to Grant Stummer, a director of the Company, as stock-based compensation.

On June 17, 2014, the Company agreed to issue 15,000,000 shares of common stock valued at $1,500,000 to Nadav Elituv, the Chief Executive Officer of the Company, as stock-based compensation.

On June 17, 2014, the Company agreed to issue 16,000,000 shares of common stock valued at $1,600,000 to Grant Stummer, the Director of the Company, as stock-based compensation.

On June 17, 2014, the Company agreed to issue 16,000,000 shares of common stock valued at $1,600,000 to Robert McLean, the Chief Financial Officer of the Company, as stock-based compensation.

On June 23, 2014, the Company agreed to issue 15,000,000 shares of common stock valued at $450,000 to Doug Clark, the former Chief Executive Officer of the Company, as stock-based compensation for services of $3,000. The services are valued based on the closing price of the Company's common stock on the date of the agreement exchanged for the services. $447,000 was included as a loss on stock-based compensation for the year ended December 31, 2014.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

At December 31, 2014, there were no unexercised options, no stock that has not vested and no equity incentive plan ward for each name executive officer.

We do not have any qualified or non-qualified defined benefit plans or nonqualified defined contribution plans or other deferred compensation plans. There are no contracts, agreements, plans or arrangements that provide for payment to our named executive officer following or in connection with the resignation, retirement or termination of the named executive officer, a change in control of our Company, or a change in the named executive officer's responsibilities following a change in control.

DIRECTOR COMPENSATION

At the present time, there are no verbal or written contracts, agreements, plans or arrangements to compensate our directors for their services on our board of directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended December 31, 2014, Nadav Elituv, Doug Clark and Grant Stummer served as our directors. We do not have a separately standing compensation committee and our board of directors did not perform similar functions as there was no executive compensation paid from our inception on April 3, 2009 through the end of our most recently completed fiscal year ended December 31, 2014. Our board of directors performs the functions of a compensation committee, however as of April 13, 2015, the board of directors has not set any compensation.

During the fiscal year ended December 31, 2014, none of our executive officers:

served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire the board of directors) of another entity, one of whose executive officers served as a member of our board of directors;

served as a director of another entity, one of whose executive officers served as a member of our board of directors; or

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of April 13, 2015, as to shares of our common stock beneficially owned by: (1) each person who is known by us to own beneficially more than 5% of our common stock, (2) our named executive officer listed in the summary compensation table, (3) each of our directors and (4) all of our directors and executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

	Number of Shares Beneficially Owned		Percentage of Class ⁽²⁾
Name and Address⁽¹⁾	Number of Shares Beneficially Owned	Class	Percentage of Class ⁽²⁾
Nadav Elituv	12,500,000	Common	1.03%
All directors and executive officers (1 person)	12,500,000	Common	1.03%
Black Ridge Holdings Inc.	50,000,000	Common	6.74%
Capiland Capital, Inc.	50,000,000	Common	6.74%
Tony Diveronica	47,000,000	Common	6.34%
Mike Levine	40,000,000	Common	5.39%
Rebecca Mongelli	50,000,000	Common	6.74%
Paul Rhynold	40,000,000	Common	5.39%
Bradley Southam	40,000,000	Common	5.39%
*Denotes less than 1%

(1) The address of all individual directors and executive officers is c/o Innovative Product Opportunities Inc., 33 Davies Ave., Level 1, Toronto, Ontario, Canada M4M 2A9

(2) The number of shares of common stock issued and outstanding on March 12, 2015 was 741,793,090 shares.

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of December 31, 2014 and 2013 advances of $4,443 and $0, respectively, were due to Nadav Elituv, the Company's Chief Executive Officer and at December 31, 2014 and 2013, advances of $3,526 and $0, respectively were due to 2130555 Ontario Limited, a company controlled by Nadav Elituv. The advances are non-interest bearing, unsecured and have no specified terms of repayment. The advances were used to pay for operational costs and services.

Our policy with regard to transactions with related persons or entities is that such transactions must be on terms no less favorable than could be obtained from non-related persons. The above-described transactions were conducted at arm’s length and on terms no less favorable than those that could be obtained from non-related person.

The above related party transactions are not necessarily indicative of the amounts that would have been incurred had a comparable transaction been entered into with an independent party. The terms of these transactions were more favorable than would have been attained if the transactions were negotiated at arm's length.

DIRECTOR INDEPENDENCE

As of March 26, 2015, Nadav Elituv and Grant Stummer serve as our directors. Mr. Elituv is not an independent director. Mr. Stummer is an "independent" director, as defined under the standards of independence set forth in the NASDAQ Marketplace Rules. We have our common stock quoted on the Over-the-Counter Bulletin Board, or OTCBB. The OTCBB does not require that a majority of our board of directors be independent.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Fees related to services performed by KLJ & Associates, LLP and our former auditors, Silberstein Ungar, PLLC and De Joya Griffith, LLC, for the years ended December 31, 2014 and 2013 were as follows:

	2014		2013
Audit Fees	$	25,500	$	37,020
Audit-Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total	$	25,500	$	37,020

Pre-Approval Policies

The Board's policy is to pre-approve all audit services and all non-audit services before they commence, including the fees and terms thereof, to be provided by our independent auditor. All of the services provided during the fiscal year ended December 31, 2014 were pre-approved. No audit, review or attest services were approved in accordance with Section 2-01(c)(7)(i)(C) of Regulation S-X during the fiscal year ended December 31, 2014.

During the approval process, the Board considered the impact of the types of services and the related fees on the independence of the independent registered public accounting firm. The services and fees were deemed compatible with the maintenance of that firm's independence, including compliance with rules and regulations of the SEC. Throughout the year, the Board will review any revisions to the estimates of audit fees initially estimated for the engagement.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a. The following documents are filed as part of this annual report on Form 10-K:

1. FINANCIAL STATEMENTS

The following documents are filed in Part II, Item 8 of this annual report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Balance Sheets at December 31, 2014 and 2013

Statements of Operations for the years ended December 31, 2014 and 2013

Statement of Stockholders' Equity (Deficit) for the years ended December 31, 2014 and 2013

Statements of Cash Flows for the years ended December 31, 2014 and 2013

Notes to Financial Statements

2. FINANCIAL STATEMENT SCHEDULES

All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.

3. EXHIBITS

The exhibits listed below are filed with or incorporated by reference in this annual report on Form 10-K.

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
3.1	Certificate of Incorporation, dated April 3, 2009		S-1		3.1	6/22/2010
3.2	Bylaws, dated April 3, 2009		S-1		3.2	6/22/2010
3.3	Certificate of Amendment to the Certificate of Incorporation, dated August 8, 2013		10-Q		3.3	8/14/2013
4.1	Specimen Stock Certificate		S-1		4.1	6/22/2010
4.2	Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, dated August 6, 2013		10-Q		4.2	8/14/2013
10.1	Innovative Product Opportunities Inc. Trust Agreement		S-1		10.1	6/22/2010
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS*	XBRL Instance Document	X
101.SCH*	XBRL Taxonomy Extension Schema Document	X
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	X
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Definition	X

SIGNATURES

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


DATE	INNOVATIVE PRODUCTS OPPORTUNITIES INC.

April 15, 2015	By: /s/ Nadav Elituv Nadav Elituv, President (Principal Executive Officer), Principal Financial Officer and Director

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 date indicated.

SIGNATURE	TITLE	DATE


By: /s/ Nadav Elituv Nadav Elituv	President (Principal Executive Officer), Principal Financial Officer and Director	April 15, 2015

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