I IN THE SKY INC.
(Exact name of registrant as specified in its charter)
Nevada		46-3366428
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1315 5th Street South, Hopkins, MN  55313
(Address of principal executive offices)
(952) 278-9912
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Large accelerated filer [  ]		Accelerated filer [  ]
Non-accelerated filer   [  ]  (Do not check if a smaller reporting company)		Smaller reporting company [X]

 

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I IN THE SKY INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015

TABLE OF CONTENTS

 

 

 

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	Page
Balance Sheets	4
Statements of Operations	5
Statement of Stockholders' Deficit	6
Statements of Cash Flows	7
Notes to the Interim Unaudited Financial Statements	8

 

 

 

 

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I IN THE SKY INC.

Interim Balance Sheets

 

		March 31,				September 30,
		2015				2014
		(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents		$	30,494			$	38,691
Total current assets			30,494				38,691
TOTAL ASSETS		$	30,494			$	38,691
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		$	1,500			$	4,500
Note payable - related party			40,862				40,862
Total current liabilities			42,362				45,362
TOTAL LIABILITIES			42,362				45,362
COMMITMENTS AND CONTINGENCIES			-				-
STOCKHOLDERS' DEFICIT
Preferred stock, 1,000,000 shares authorized; par value $0.001, none issued and outstanding			-				-
Common stock, 74,000,000 shares authorized; par value $0.001, 14,600,000 shares issued and outstanding			14,600				14,600
Additional paid-in capital			57,600				57,600
Accumulated deficit			(84,068	)			(78,871	)
Total Stockholders' Deficit			(11,868	)			(6,671	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	30,494			$	38,691

 

 

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		For the Three Months Ended March 31,								For the Six Months Ended March 31,
		2015				2014				2015				2014
REVENUE		$	-			$	-			$	-			$	-
OPERATING EXPENSES
General and administrative			81				3,188				162				3,314
Professional fees			2,381				4,476				5,035				20,824
Total Operating Expenses			2,462				7,664				5,197				24,138
Net loss from operations			(2,462	)			(7,664	)			(5,197	)			(24,138	)
Other Income and Expense			-				-				-				-
Provision for income taxes			-				-				-				-
Net Loss		$	(2,462	)		$	(7,664	)		$	(5,197	)		$	(24,138	)
Basic loss per share			(0.00	)			(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of shares outstanding		$	14,600,000			$	12,573,579				14,600,000				12,384,707

 

 

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		Common Stock								Additional Paid in				Accumulated				Total Stockholders'
		Number of Shares				Amount				Capital				Deficit				Deficit
Balance, September 30, 2013			12,200,000			$	12,200			$	-			$	(25,700	)		$	(13,500	)
Shares issued for cash at $0.025 per share			2,400,000				2,400				57,600				-				60,000
Net loss			-				-				-				(53,171	)			(53,171	)
Balance, September 30, 2014			14,600,000				14,600				57,600				(78,871	)			(6,671	)
Net loss															(5,197	)			(5,197	)
Balance, March 31, 2015			14,600,000			$	14,600			$	57,600			$	(84,068	)		$	(11,868	)

 

 

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		For the Six Months Ended March 31,
		2015				2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(5,197	)		$	(24,138	)
Adjustments to reconcile net loss to net cash used by operating activities:
Non-cash compensation expense			-				-
Changes in operating activities:
Prepaid expenses			-				(35	)
Accounts payable and accrued liabilities			(3,000	)			(2,000	)
Net cash used in operating activities			(8,197	)			(26,173	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in Investing Activities			-				-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable - related party			-				52,500
Net payments to related party			-				(21,638	)
Commons shares issued for cash			-				60,000
Net Cash Provided by Financing Activities			-				90,862
Net increase (decrease) in cash and cash equivalents			(8,197	)			64,689
Cash and cash equivalents, beginning of period			38,691				-
Cash and cash equivalents, end of period			30,494				64,689
Supplemental Cash Flow Disclosure:
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-

 

 

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I IN THE SKY INC.

Notes to the Interim Financial Statements

March 31, 2015

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

I IN THE SKY INC. (the "Company") is a Nevada corporation incorporated on July 15, 2013.  It is based in Hopkins, MN, USA.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company's fiscal year end is September 30.

The Company intends to manufacture and market low cost GPS tracking devices and software to businesses and families. To date, the Company's activities have been limited to its formation and the raising of equity capital.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X.  Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading.  The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Basis of Presentation

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $30,494 and $38,691 in cash and cash equivalents as of March 31, 2015 and September 30, 2014, respectively.

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Net Loss Per Share of Common Stock

The Company has adopted ASC Topic 260, "Earnings per Share," ("EPS") which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic earnings per share, for the three and six months ended March 31, 2015 and 2014:

		Three Months Ended March 31,								Six Months Ended March 31,
		2015				2014				2015				2014
Net loss		$	(2,462	)		$	(7,664	)		$	(5,197	)		$	(24,138	)
Weighted average common shares issued and outstanding (Basic and Diluted)			14,600,000				12,573,579				14,600,000				12,384,707
Net loss per share, Basic and Diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Financial Instruments

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

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

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Share-based Expenses

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

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

We issued 1,200,000 common shares at $0.001 per share, to consultants, for the period ended September 30, 2013.

Research and Development

The Company does not engage in research and development as defined in ASC Topic 730, "Accounting for Research and Development Costs."

Advertising Costs

The Company follows ASC 720, "Advertising Costs," and expenses costs as incurred.  No advertising costs were incurred for the period ending March 31, 2015.

Related Parties

The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions. See note 6.

Commitments and Contingencies

The Company follows ASC 450-20, "Loss Contingencies," to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments or contingencies as of March 31, 2015.

Revenue Recognition

The Company will recognize revenue from the sale of products and services in accordance with ASC 605,"Revenue Recognition."  No revenue has been recognized since inception.  However, the Company will recognize revenue only when all of the following criteria have been met:

i)

Persuasive evidence for an agreement exists;

ii)

Service has been provided;

iii)

The fee is fixed or determinable; and,

iv)

Collection is reasonably assured.

Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued. The Company's management believes that these recent pronouncements will not have a material effect on the Company's consolidated financial statements.

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NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As of March 31, 2015, the Company has a loss from operations of $5,197 an accumulated deficit of $84,068 and has earned no revenues since inception.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending September 30, 2015.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.  In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 - EQUITY

Preferred Stock

The Company has authorized 1,000,000 preferred shares with a par value of $0.001 per share.  The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

Common Stock

The Company has authorized 74,000,000 common shares with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Since inception (July 15, 2013) to March 31, 2015, the Company has issued a total of 14,600,000 common shares for cash of $60,000 and services of $12,200, as follows:

·

On August 12, 2013, the Company issued to its founders 11,000,000 shares of common stock at $0.001 per share for services valued at $11,000.

·

On August 29, 2013, the Company issued to consultants 1,200,000 shares of common stock at $0.001 per share for services valued at $1,200.

·

During March 2014, the Company issued 2,400,000 shares of common stock at $0.025 per share for cash of $60,000.

NOTE 5 - PROVISION FOR INCOME TAXES

The Company provides for income taxes under ASC 740, "Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

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The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:

Net deferred tax assets consist of the following components as of:

Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards of approximately $84,068 for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years.

Income taxes for the years ended September 30, 2014 and 2013 remain subject to examination.

NOTE 6 -  RELATED PARTY TRANSACTIONS

Equity

On August 12, 2013, the Company issued 11,000,000 shares of its common stock to officers at $0.001 per share for services totaling $11,000.

Note Payable

As of March 31, 2015 and September 30, 2014, the Company was obligated to a director, who is also a stockholder, for a non-interest bearing demand loan with a balance of $40,862. The Company plans to pay the loan back as cash flows become available.

Other

The controlling shareholder has pledged his support to fund continuing operations during the development stage; however there is no written commitment to this effect.  The Company is dependent upon the continued support.

The officer and director of the Company may be involved in other business activities and may, in the future, become involved in other business opportunities that become available. He may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder of the Company to use at no charge.

The Company does not have employment contracts with its sole key employee, the controlling shareholder, who is an officer and director of the Company.

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

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NOTE 7 –  COMMITMENTS AND CONTINGENCIES

The Company has no commitments or contingencies as of March 31, 2015.

From time to time the Company may become a party to litigation matters involving claims against the Company.  Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.

NOTE 8 -  SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued.  Based on our evaluation no events have occurred that require disclosure.

 

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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the "Description of Business – Risk Factors" section in our Annual Report on Form 10-K, as filed on December 19, 2014.  You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the "Company," "I In The Sky," "we," "us," or "our" are to I In The Sky Inc.

Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Description of Business

We are a start-up, development-stage company and have not yet generated or realized any revenues from our business operations. At the time of our annual report for our fiscal year ended September 30, 2014 we disclosed that we had become aware of large entrants into the field of GPS technology, which forced us to reevaluate our expectations of market opportunities. GPS applications such as map directions are being built into new vehicles and are ubiquitous on cellular telephones. It has been our observation that some individual consumers are exclusively using their cellular telephones for map directions, even though their vehicles may have a similar function built in. Parents are able to track their children's' movements through the use of their cellular telephones. Wireless service providers such as AT&T, Verizon, and Sprint offer "Family Locator" packages that allow parents to locate and track all the cell phones on their plans.

The rapidly developing deployment of tracking and mapping services at virtually no incremental cost to consumers has caused us to reevaluate our original business plan of offering low cost tracking services to families and businesses. We sought to find niche markets such as data monitoring where location is just one of several data points.  Apple Inc. recently introduced a wristwatch with heart rate and accelerometer monitoring capabilities integrated with their iPhone.  In the face of such formidable competition in location and biological data monitoring services, we have ceased pursuing our plans to seek opportunities in such markets. We are currently seeking new business opportunities with established business entities to effect a business combination with our company.

We have not yet entered into any definitive agreements for potential new business opportunities. There can be no assurance that we will be able to identify an appropriate business opportunity or acquire the financing necessary to enable us to pursue a transaction if an appropriate opportunity is identified. If such an opportunity is identified, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another entity. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company. In addition, it is likely that our officers and directors will, as part of the terms of a business combination, resign and be replaced by one or more new officers and directors.

 

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Our auditors have issued a going concern opinion on our audited financial statements for the year ended September 30, 2014.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated any revenues and no revenues are anticipated. Our only other source for cash at this time is investments by others and loans from an officer and director. On February 13, 2013, our registration statement became effective for the Offering ("the Offering") for sale of our common shares. On April 1, 2014, the Company closed its Offering and will not sell any additional shares under that Prospectus.  The Company sold 2,400,000 shares under the Prospectus, raising a total of $60,000.  At March 31, 2015, we had cash and cash equivalents on hand of $30,494.

Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

The following table provides selected financial data about our company as of March 31, 2015, and September 30, 2014.

 

We have generated no revenues since inception (July 15, 2013), and have incurred $84,068 in expenses through March 31, 2015.

For the Three and Six Months Ended March 31, 2015 and 2014

General and administrative expenses relate to our office and general expenses. Our general and administrative fees were $81 for the three months ended March 31, 2015, a decreased of $3,107 from the same period in 2014, due to traveling expenses of approximately $3,000 incurred in 2014.  Our general and administrative fees were $162 for the six months ended March 31, 2015, a decreased of $3,152 from the same period in 2014, primarily due to traveling expenses of approximately $3,000 incurred in 2014.

Our professional fees relate to fees for legal, accounting, transfer agent and consultants.  Our professional fees were $2,381 for the three months ended March 31, 2015 as compared to $4,476 for the same period in 2014, due to additional legal and filing fees in 2014 for our S-1 Registration Statement. Our professional fees were $5,035 for the six months ended March 31, 2015 as compared to $20,824 for the same period in 2014, due to a $10,000 payment for consulting fees and additional legal and filing fees for our S-1 Registration Statement in 2014.

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Liquidity and Capital Resources

The following table provides selected financial data about our company as of March 31, 2015, and September 30, 2014.

 

		At March 31, 2015				At September 30, 2014				Change
Current Assets		$	30,494			$	38,691			$	(8,197	)
Current Liabilities		$	42,362			$	45,362			$	(3,000	)
Working Capital Deficiency		$	(11,868	)		$	(6,671	)		$	5,197

Our working capital deficiency increased as of March 31, 2015 as compared to September 30, 2014, by $5,197 due to cash used of $8,197 and our accounts payable and accrued liabilities reducing by $3,000.

		For the Six Months Ended March 31,
		2015			2014
Cash Flows Used in Operating Activities		$	(8,197	)		$	(26,173	)
Cash Flows Provided by (Used in) Investing Activities		$	-			$	-
Cash Flows Provided by Financing Activities		$	-			$	90,862
Net Increase in Cash During Period		$	(8,197	)		$	64,689

Cash Flows from Operating Activities

During the six month period ended March 31, 2015, cash used in operating activities was $8,197. The cash used in operating activities was attributed to a net loss of $5,197 and payments of $3,000 for accounts payable.

Cash Flows from Investing Activities

From inception (July 15, 2013) through March 31, 2015, we did not use any cash for investing activities. 

Cash Flows from Financing Activities

For the six month period ended March 31, 2015 we did not generate cash from financing activities. For the six month period ended March 31, 2014, we generated $90,862 from financing activities, $30,862 as loans from an officer of the Company and $60,000 from the sale of our common shares to unaffiliated investors under our Prospectus.

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Off-Balance Sheet Arrangements

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller reporting company", we are not required to provide the information required by this item.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of March 31, 2015, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by two individuals without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with his review of our financial statements as of March 31, 2015.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended March 31, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.  Risk Factors.

As a "smaller reporting company", we are not required to provide the information required by this Item.

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Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosure.

None.

Item 5.  Other Information.

None.

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Item 6.  Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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