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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Commission file number 000-50664

SPIRE TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

Suite 201 – 55 York Street

Toronto, ON M5J 1R7

(Address of principal executive offices, including zip code.)

(416) 903 - 0059

(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 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 [X]   NO [   ]

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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     YES [X]   NO [   ]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 54,000,000 as of August 3, 2015. 

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SPIRE TECHNOLOGIES INC.

Index to Form 10-Q

For the Quarterly Period Ended June 30, 2015

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

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

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

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SPIRE TECHNOLOGIES INC.

Notes to the Unaudited Financial Statements

June 30, 2015

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1.	Basis of Financial Statement Presentation

The accompanying unaudited interim financial statements of Spire Technologies Inc. ("Spire" or the "Company") have been prepared in accordance with the accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Spire's latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent year, 2014, as reported in Form 10-K, have been omitted. Operating results for the six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

As at June 30, 2015, the Company has never generated any revenues, and has accumulated losses since inception. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the ability of the Company to meet financial requirements, raise additional capital; which will likely involve the issuance of debt and/or equity securities, and to identify any new business opportunities.

As at June 30, 2015 a director of the Company is owed $36,627 for expenses paid on behalf of the Company.  The amount due is unsecured, non-interest bearing and due on demand.

During the six months ended June 30, 2015, the President has provided office space valued at $600 which was recorded as donated capital.

4.	Notes Payable

During the year ended December 31, 2014, the Company borrowed $50,000 from a non-related party under a short-term loan.  As of December 31, 2014, $30,000 has been repaid. The loan is unsecured, subject to a one-time interest charge of $7,000 and was repayable on March 31, 2015.  As at June 30, 2015, the balance of the loan has not been repaid and is in default.

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.  In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars.  All references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report the terms "we", "us", "our", and the "Company" means Spire Technologies Inc. unless otherwise indicated.

Overview

We were incorporated in the State of Nevada on September 20, 2000 as Dundee Mining Inc.  On October 2, 2002, we changed our name to Dravco Mining Inc.  We maintain our statutory registered agent's office at 101 Convention Center Drive, Suite 700, Las Vegas, Nevada, 89109 and our business office is Suite 201 – 55 York Street, Toronto, Ontario, Canada, M5J 1R7.  Our telephone number is (416) 903-0059.

On August 28, 2013, we entered into a Letter of Intent to acquire 100% of the outstanding equity securities of Health Matrix, LLC ("Matrix"); such that at the conclusion of the transaction, Health Matrix, LLC would become a wholly owned subsidiary of Spire Technologies Inc. pursuant to a share exchange agreement.  As a condition of the proposed transaction with Matrix we changed our name from Dravco Mining Inc. to Spire Technologies Inc. to better reflect our change in business direction. During the year ended December 31, 2014, each of Spire and Health Matrix agreed that the Letter of Intent would not be extended, nor would either party proceed to complete the transactions contemplated in the Letter of Intent.

Subsequent to the period covered by this Current Report on Form 10-Q, on July 5, 2015, Spire entered into a Letter of Intent with Willie Ten Haaf and Stuart Lee (collectively referred to as "Principals") to acquire all the right, title and interest of the Principals in and to the method, process and technologies for the extraction of phospholipids (PL-60), phosvitin (phosvitin phosphopeptides - PPP), egg oil (lysolecithin) from egg yolk using the proprietary Continuous Flow Sub-Cavitation Technology (the "Technology"). Under the terms of the LOI, the acquisition of the Technology would primarily be paid for with equity consideration to the Principals, subject to an Earn-Out Agreement. Completion of the proposed transaction  under the LOI (the "Transaction") is dependent on, among other things, a financing of not less than $2,000,000.00 before fees and expenses, the completion of due diligence satisfactory to Spire, and the receipt of any necessary regulatory approvals or consents (including shareholder consents), and taking into account applicable securities law considerations.  The parties' objective is to close the Transaction on or before September 30, 2015.

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We have no employees and own no property.  We have no monthly rent but expense a monthly fee of $100 towards donated rent.  Raniero Corsini, our president, chief executive officer, chief financial officer and director, provides us his office in which we conduct business on our behalf.  Mr. Corsini does not receive any remuneration for the use of this facility or time spent on behalf of us. We do not believe that we will need to obtain additional office space at any time in the foreseeable future, until our business plan is more fully implemented.  We do not intend to perform any further operations until a merger or acquisition candidate is located and a merger or acquisition consummated.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about Spire Technologies Inc. upon which to base an evaluation of our performance.  We are a growth stage corporation and have not generated any revenues from operations.

We are subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible delays in the exploitation of business opportunities. We may fail to adopt a business model and strategize effectively or fail to revise our business model and strategy should industry conditions and competition change.

We presently finance our operations through debt and equity financings.  We have limited resources and there is no assurance that future financing will be available to us on acceptable terms. If financing is not available on acceptable terms, we may be unable to continue, develop or expand our operations.  Additional equity financing could result in dilution to existing shareholders.

Liquidity and Capital Resources

At June 30, 2015, we had total assets of $875, comprised solely of cash.  Our liabilities were $201,414, resulting in a working capital deficit of $(200,539), compared to $18,136 in total assets and total liabilities of $197,593 for the year ended December 31, 2014.

Net cash from (used in) operating activities was $(17,261) and $(15,069) for the six months ended June 30, 2015 and 2014, respectively.

We have limited cash and cash equivalents on hand.  We do not believe we have enough money to meet our cash requirements for the next twelve months, as we have yet to commence operations and have not generated any revenues and there can be no assurance that we can generate significant revenues from operations.  During the next twelve months we expect to incur indebtedness for administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents to maintain the Company in good standing.

Since inception, we have used our common stock to raise money for the mineral property acquisition, for corporate expenses and to repay outstanding indebtedness.  To date, our management has advanced a total of $36,627 (December 31, 2014 - $36,627) to us for working capital.  This advance will need to be repaid once funds are available.  There can be no assurance that management will continue to advance funds as required or that methods of financing will be available or accessible on reasonable terms.

On August 18, 2011, we borrowed $15,000 under three convertible debentures. The debentures bear interest of 10% per annum. The debentures matured on August 18, 2012 and as of the date of this report, are no longer convertible.

During the year ended December 31, 2012, we borrowed $32,500 under two convertible debentures. The debentures bear interest of 10% per annum. The debentures matured on January 31, 2013 and March 1, 2013. As of the date of this report, the notes are no longer convertible.

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On August 31, 2012 we borrowed an aggregate of $25,000 from two non-related parties under promissory notes.  The notes bear an interest amount equal to $2,500 and were due on September 15, 2012.  As of the date of this report the promissory notes have not been repaid and are in default.

During the year ended December 31, 2014, the Company borrowed $50,000 from a non-related party under a short-term loan.  As of the date of this report, $30,000 has been repaid. The loan is unsecured, subject to a one-time interest charge of $7,000 and was repayable on March 31, 2015.  As of the date of this report, the loan has not been repaid and is in default.

Deficit accumulated since inception is $(409,589). Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our management and stockholders, the continued issuance of equity to new stockholders and our ability to achieve and maintain profitable operations.

The Company's management is exploring a variety of options to meet the Company's cash requirements and future capital requirements, including the possibility of equity offerings, debt financing and business combinations. There can be no assurance that the Company will be able to raise additional capital, and if the Company is unable to raise additional capital, it will unlikely be able to continue as a going concern.

Plan of Operation

Currently, we are a growth stage corporation.  A growth stage corporation is one engaged in the search of business opportunities, successful negotiation and closing of a business acquisition and furthering its business plan.

On July 5, 2015, we entered into a Letter of Intent with Willie Ten Haaf and Stuart Lee (collectively referred to as "Principals") to acquire all the right, title and interest of the Principals in and to the method, process and technologies for the extraction of phospholipids (PL-60), phosvitin (phosvitin phosphopeptides - PPP), egg oil (lysolecithin) from egg yolk using the proprietary Continuous Flow Sub-Cavitation Technology. This new patentable extraction technology provides for faster processing time, higher volume, higher margins, higher-grade product output, no waste products and uses no dangerous chemicals.

Our plan of operation for the next twelve months will be to work towards the completion of the proposed transaction under the LOI executed on July 5, 2015.   In the event the transaction does not close, we will then (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) to commence such operations through funding and/or the acquisition of an operating entity engaged in any industry selected.

Results of Operations

We did not generate any revenues during the periods ended June 30, 2015 and 2014.

During the six month periods ended June 30, 2015 and 2014, much of the Company's resources were directed at maintaining the Company in good standing and identifying new business opportunities.  We currently have no definitive agreements or understanding with any prospective business combination candidates.

For the three months ended June 30, 2015 and 2014

We had a net loss of $(7,183) for the three months ended June 30, 2015 compared to a net loss of $(5,268) for the same period ended 2014.  The change is explained below.

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Operating Expenses:  Operating expenses were $7,183 and $5,268 for the three months ended June 30, 2015 and 2014, respectively.  At June 30, 2015 expenses were comprised of $1,838 in general and administrative costs (2014 - $1,988), $1,500 in professional fees for the review of our interim financial statements (2014 - $2,000) and $3,845 for the filing of our financial statements and other disclosure documents to maintain the Company in good standing (2014 - $1,280).

For the six months ended June 30, 2015 and 2014

We did not generate any revenue during the six month periods ended June 30, 2015 and 2014.  We had a net loss of $(21,682) for the six months ended June 30, 2015 compared to $(19,311) for the same period ended 2014.   During the periods ended June 30, 2015 and 2014, the Company's operating expenses were $21,682 and $19,311 respectively. Operating expenses at June 30, 2015 were $3,702 in office and administrative costs (2014 - $6,533), $6,500 in professional fees (2014 -$7,000) for audit expenses and $11,480 in transfer agent and filing fees for the filing of our financial statements and other disclosure documents to maintain the Company in good standing (2014 - $5,778). Transfer agent and filing fees were greater during the six months ended June 30, 2015 due to payment of an annual fee for listing on the OTCQB Venture Marketplace.

As of the date of this report, we have yet to generate any revenues from our business operations.  As a result, we have generated significant operating losses since our formation and expect to incur substantial losses and negative operating cash flows for the foreseeable future as we attempt to expand our infrastructure and development activities.  Our ability to continue may prove more expensive than we currently anticipate and we may incur significant additional costs and expenses.  We have limited resources and there is no assurance that future financing will be available to our Company on acceptable terms. These conditions could further impact our business and have an adverse effect on our financial position, results of operations and/or cash flows.

Going Concern Uncertainties

As of the date of this quarterly report, there is doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our business operations and loan commitments. The financial statements included in this quarterly report have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its obligations in the normal course of business.  If the Company were not to continue as a going concern, we would likely not be able to realize our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

Our future success and viability, therefore, are dependent upon our ability to generate capital financing.  The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon the Company and our shareholders.

Critical Accounting Policies

There have been no material changes in our existing accounting policies and estimates from the disclosures included in our 2014 Form 10-K, except for the newly adopted accounting policies as disclosed in the interim financial statements.

Off-Balance Sheet Arrangements

As of June 30, 2015, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures are not effective since the following material weaknesses exist:

(i)

The Company's management is relying on external consultants for purposes of preparing its financial reporting package; the company's sole officer may not be able to identify errors and irregularities in the financial reporting package before its release as a continuous disclosure document.

(ii)

As the Company is governed by one officer who is also a director, there is an inherent lack of segregation of duties and lack of independent governing board. Currently the Board of Directors acts in the capacity of the Audit Committee.

(iii)

The Company does not have standard procedures in place to ensure that the financial statements agree to the underlying source documents and accounting records, that all of its transactions are completely reflected in the financial statements.

(iv)	There are no controls in place to ensure that expenses are recorded when incurred, as opposed to when invoices are presented by suppliers, increasing the risk of incomplete expenses and accrued liabilities.

Once the Company is engaged in a business of merit and has sufficient personnel available, our Board of Directors will nominate an audit committee and audit committee financial expert and we will appoint additional personnel to assist with the preparation of our financial statements; which will allow for proper segregation of duties as well as additional manpower for proper documentation.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

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

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the year ended December 31, 2012, we borrowed an aggregate of $32,500 from a non-related party under two convertible debentures. The debentures bear interest of 10% per annum. The notes were convertible at a conversion rate equal to the price of any aggregate financing exceeding one million dollars less a 20% discount. The debentures matured on January 31, 2013 and March 1, 2013 and are no longer convertible.

The Company believes that the convertible notes were offered in reliance on Section 506 of Regulation D and/or regulation S of the Securities Act, and comparable exemptions for sales to "accredited" investors under state securities laws.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

None.

ITEM 5.

OTHER INFORMATION

None.

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ITEM 6.

EXHIBITS.

The following documents are included herein:

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SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on behalf by the undersigned, thereto duly authorized on this 3^rd day of August 2015.