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

As of March 16, 2016, there were 88,425,000 shares of the issuer’s $0.001 par value common stock issued and outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

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Energizer Tennis, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

October 31, 2015

NOTE 1.  BACKGROUND INFORMATION

Organization and Business

Energizer Tennis Inc. was incorporated on June 16, 2011 in the State of Nevada for the purpose of developing, producing and selling instructional tennis videos to the global tennis community.

Since April 30, 2015 Energizer Tennis has focused on investing in and acquiring technology companies within the United States and abroad, as well as, discovering existing synergies that offer the opportunity to expand the company’s footprint in order to create revenues and profits. Through its wholly-owned subsidiary, GameRevz, Inc. ("GameRevz") the company has focused on the US-based, international online video gaming and entertainment industry.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the 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 (See Note 3 regarding the assumption that the Company is a “going concern”).  

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, these condensed 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 considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended April 30, 2015 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”).

The results of operations for the period ended October 31, 2015 are not necessarily indicative of the results for the full fiscal year ending April 30, 2016.

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiary, GameRevz, Inc., a Nevada corporation. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Fiscal Year End

The Company has elected April 30 as its fiscal year end.

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Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents were $0 and $100 at October 31, 2015 and April 30, 2015, respectively.

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 October 31, 2015 and April 30, 2015.

Earnings (Loss) Per Share

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.  Diluted earnings per share is not presented due to the net loss and presentation would be anti-dilutive.  There were no common stock equivalents as of October 31, 2015.

Fair Value of Financial Instruments

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

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

Level 1:

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

Level 2:

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

Level 3:

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

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include prepaid expenses, accounts payable, and accrued expenses.

The Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis.

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Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.”  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.

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.

The Company files income tax returns in the United States which are subject to examination by tax authorities in these jurisdictions.  Generally, three years of returns remain subject to examination by major tax jurisdictions.  The state impact, if any, of any federal changes to prior year remains subject to examination for a period of up to five years after formal notification to the states.

The Company has evaluated tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those disclosed.

Long-Lived Assets

Long-lived assets such as property and equipment and identifiable intangibles are stated at their fair value acquisition cost and reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. Amortization of long-lived assets are calculated by the straight line method over their estimated useful lives. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  Based upon its most recent analysis, the Company believes that no impairment of indefinite-lived assets existed at October 31, 2015.

Indefinite-lived assets are stated at their fair value acquisition cost. The Company performs annual impairment tests on intangible assets with indefinite lives in the fourth quarter of each fiscal year, or when events occur or circumstances change that would, more likely than not, reduce the fair value of an intangible asset with an indefinite life below its carrying value. The Company may first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the indefinite-lived intangible asset is not impaired, no quantitative fair value measurement is necessary. If a quantitative fair value measurement calculation is required for these intangible assets, the Company may use a variety of methodologies in conducting impairment assessments of indefinite-lived assets, including, but not limited to, discounted cash flow models, market value of similar assets, if available, or independent appraisals, if required.  For indefinite-lived intangible assets, if the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. As of October 31, 2015, the Company does not have any indefinite-lived assets.

Related parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

NOTE 3.  GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  As of October 31, 2015, the Company does not have products available for sale or have established an ongoing source of revenue.  As a result, the Company has a net loss, negative

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operating cash flow, and an accumulated deficit. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.

Management’s plan to obtain such resources for the Company include, obtaining loans from management and stockholders to meet its minimal operating expenses and raising equity funding.  However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

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

NOTE 4.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.

NOTE 5.  PREPAID EXPENSES

Prepaid expense totaled $625 and $4,375 at October 31, 2015 and April 30, 2015, respectively; and consisted solely of the OTC market annual fee.

NOTE 6.  INTANGIBLE ASSETS

Total amortization expense for intangible assets subject to amortization was $41,667 and $0 for the periods ended October 31, 2015 and April 30, 2015, respectively.

NOTE 7.  NOTES PAYABLE

Promissory Notes

During the period ended October 31, 2015, an unrelated party advanced funds in the amount of $32,265 to fund operations and provide working capital. Unpaid balances are due on demand and accrue an annual interest rate of

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5%.  At October 31, 2015 and April 30, 2015, the notes had a principle balance of $51,221 and $18,956 and accrued interest of $953 and $116, for a total amount outstanding of $52,174 and $19,072, respectively.

Note Payable

At October 31, 2015 and April 30, 2015, accrued interest of $6,301 and $0, respectively, has been accrued on this note payable.

NOTE 8.  INCOME TAXES

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of October 31, 2015, the Company has incurred net losses of approximately $319,908, resulting in a net operating loss (“NOL”) for income tax purposes. NOLs begin expiring in 2032.  The loss results in a deferred tax asset of approximately $111,968 at the effective statutory rate of 35%.  The deferred tax asset has been off-set by an equal valuation allowance.

The tax effects of temporary differences and carry forwards that give rise to significant portions of the deferred income tax assets are as follows:

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

The utilization of these NOLs may become subject to limitations based on past and future changes in ownership of the company pursuant to Internal Revenue Code Section 382.  The Company has no uncertain tax positions as of October 31, 2015.

Tax returns for the years ended April 30, 2013 through April 30, 2015 remain open to examination.

NOTE 9.  COMMITMENTS AND CONTINGENCIES

Litigation

The Company is not presently involved in any litigation.

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Lease Obligations

At October 31, 2015, the Company does not have any capital leases.  As of April 1, 2015, the Company leases office space at $525 per month with a one-year term. The lease can be cancelled at any time by either party with 30 days’ notice.

NOTE 10.  RELATED PARTY TRANSACTIONS

Due from related party

From time to time, stockholders of the Company advance funds to the Company for working capital purposes. Those advances are unsecured, non-interest bearing, and due on demand.

Due from our former CEO, who is also a shareholder, during the period ended October 31, 2015 totaled $696.

NOTE 11.  SHAREHOLDERS’ EQUITY

Common Stock

The authorized common stock of the Company consists of 100,000,000 shares with a par value of $0.001.  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.  

The Company did not issue any new common shares during the period ended October 31, 2015 and the year ended April 30, 2015. As at October 31, 2015 and April 30, 2015, there are 88,425,000 shares of common stock issued and outstanding.

The Company does not have any potentially dilutive instruments as of October 31, 2015 and, thus, anti-dilution issues are not applicable.

Preferred Stock

The authorized preferred stock of the Company consists of 10,000,000 shares with a par value of $0.001.  The Company has not issued any shares of Class A Convertible Preferred Stock as of October 31, 2015.

Pertinent Rights and Privileges

Holders are not entitled to pre-emptive or referential rights to subscribe to unissued stock or other securities. Holders do not have cumulative voting rights.  Preferred stockholders of Class A Convertible Preferred Stock do not have a right to vote their shares except as determined by the Board of Directors.

NOTE 12.  SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation no events have occurred requiring adjustment or disclosure to the financial statements.

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

CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

The statements contained in the section captioned Management's Discussion and Analysis of Financial Condition and Results of Operations which are historical are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent the Registrant's present expectations or beliefs concerning future events. The Registrant cautions that such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the uncertainty as to the Registrant's future profitability; the uncertainty as to the demand for Registrant's services; increasing competition in the markets that Registrant conducts business; the Registrant's ability to hire, train and retain sufficient qualified personnel; the Registrant's ability to obtain financing on acceptable terms to finance its growth strategy; and the Registrant's ability to develop and implement operational and financial systems to manage its growth.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements for the three and six months ended October 31, 2015 and the year ended April 30, 2015 together with notes thereto.  In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited, to those set forth under "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q.

Unless otherwise provided in this Quarterly Report, references to "we," "us," "our", the “Company” and "Energizer" in this discussion and analysis refer to Energizer Tennis, Inc., a Nevada corporation, together with its wholly-owned subsidiary,  GameRevz, Inc., a Nevada corporation (“GameRevz”).

Overview

This subsection of MD&A is an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance, our overall business strategy and our earnings for the periods covered.

General

On June 16, 2011, Energizer Tennis Inc. was incorporated in the State of Nevada.  We are a development stage company specializing in investing in and acquiring technology companies with the United States and abroad.  We believe that Online video gaming, crypto-currency (bitcoin), commercial drones, Virtual Reality (VR), Augmented Reality (AR), autonomous automobiles, social media and e-commerce 3.0 in the U.S. and abroad for the next decade will remain hot industries. ETI plans to enhance companies we work with or acquire by optimizing their revenue cycle and also by providing IT infrastructure services. ETI is able to do this because of our expertise in customer acquisition and technology. Our services and future acquisitions will always be tailored to provide synergistic, long-lasting results allowing our companies to stay in growth mode and resist all kinds of obsolescence.

Through GameRevz, ETI’s first venture and current focus is the US-based, international online video gaming and entertainment industry.  GameRevz is also creating a proprietary QR code revenue sharing business strategy that is unlike any in the multi-billion dollar online video gaming industry.

Critical Accounting Policies

We prepare our consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the consolidated financial statements are prepared and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management

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about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows.  Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions.  On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements.  

Use of Estimates  

The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Long-Lived Assets

Long-lived assets such as property and equipment and identifiable intangibles are stated at their fair value acquisition cost and reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. Amortization of long-lived assets are calculated by the straight line method over their estimated useful lives. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  

Indefinite-Lived Assets

Indefinite-lived assets are stated at their fair value acquisition cost. We perform annual impairment tests on intangible assets with indefinite lives in the fourth quarter of each fiscal year, or when events occur or circumstances change that would, more likely than not, reduce the fair value of an intangible asset with an indefinite life below its carrying value. We may first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the indefinite-lived intangible asset is not impaired, no quantitative fair value measurement is necessary. If a quantitative fair value measurement calculation is required for these intangible assets, we may use a variety of methodologies in conducting impairment assessments of indefinite-lived assets, including, but not limited to, discounted cash flow models, market value of similar assets, if available, or independent appraisals, if required. For indefinite-lived intangible assets, if the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess.

We are an “emerging growth company” under the JOBS Act and will be subject to reduced public company reporting requirements.  We are also a “smaller reporting company” and benefit from certain exemptions from various reporting requirements that are applicable to other larger public companies.  Those exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We anticipate that we will remain a “smaller reporting company” for the foreseeable future.

Because we elected to take advantage of the extended transition period for complying with new or revised financial accounting standards, our financial statements may not be comparable to companies that comply with public company effective dates.  We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if we become a large accelerated filer, which generally is a company with a public float of at least $700 million.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

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Results of Operations

For the three months ended October 31, 2015 and 2014 

The following table sets forth key components of our results of operations and revenue for the periods indicated:

Revenues

We had revenues of $0 for the periods ended October 31, 2015 and 2014. We expect to generate revenues as we continue developing operations and implementing our business plan.

Operating Expenses

For the period ended October 31, 2015 our total operating expenses were $57,253 as compared with $20,674 for the period ended October 31, 2014.  These expenses were attributable to depreciation and amortization expenses of $20,834 in the 2015 period compared with $331 in the 2014 period; general and administrative expenses of $34,919 in the 2015 period compared with $10,410 in the 2014 period; and professional fees of $1,500 in the 2015 period compared with $9,923 in the 2014 period. Our general and administrative expenses were primarily attributable to payments for salary, rent, and EDGAR and transfer agent fees. Our professional fees primarily consisted of legal, audit, and accounting fees associated with being a public company. Depreciation and amortization expenses increased in 2015 by $20,503 compared to 2014 due to the acquisition of depreciable assets.  General and administrative expenses increased by $24,499 in 2015 compared to 2014 due to increased salaries.  Professional fees decreased by $8,423 in 2015 compared to 2014 due to a decrease in consulting fees.

Other Income (expense)

For the three months ended October 31, 2015, the Company realized interest expense of $3,569. For the three months October 31, 2014, the Company did not realize other income (expense).

Net Loss  

For the three months ended October 31, 2015 our net loss was $60,822 compared with a net loss of $20,674 for the same period ended October 31, 2014. We expect to continue to incur net losses for the foreseeable future until we generate significant revenue from sales.

For the six months ended October 31, 2015 and 2014 

The following table sets forth key components of our results of operations and revenue for the periods indicated:

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Revenues

We had revenues of $0 for the periods ended October 31, 2015 and 2014. We expect to generate revenues as we continue developing operations and implementing our business plan.

Operating Expenses

For the period ended October 31, 2015 our total operating expenses were $124,894 as compared with $25,583 for the period ended October 31, 2014.  These expenses were attributable to depreciation and amortization expenses of $41,667 in the 2015 period compared with $667 in the 2014 period; general and administrative expenses of $72,249 in the 2015 period compared with $12,368 in the 2014 period; and professional fees of $10,978 in the 2015 period compared with $12,548 in the 2014 period. Our general and administrative expenses were primarily attributable to payments for salary, rent, and EDGAR and transfer agent fees. Our professional fees primarily consisted of legal, audit, and accounting fees associated with being a public company. Depreciation and amortization expenses increased in 2015 by $41,000 compared to 2014 due to the acquisition of depreciable assets.  General and administrative expenses increased by $59,881 in 2015 compared to 2014 due to increased salaries and rent.  Professional fees decreased by $1,570 in 2015 compared to 2014 due to a decrease in consulting fees.

Other Income (expense)

For the six months ended October 31, 2015, the Company realized interest expense of $7,139. For the six months October 31, 2014, the Company realized interest expense of $165.

Net Loss

For the six months ended October 31, 2015 our net loss was $132,033 compared with a net loss of $25,748 for the same period ended October 31, 2014. We expect to continue to incur net losses for the foreseeable future until we generate significant revenue from sales.

Liquidity and Capital Resources

Liquidity

General

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At October 31, 2015, we had cash and cash equivalents of $-0-. We have met our cash needs primarily through loans.  Our cash requirements are generally for professional services and general and administrative activities.  We believe that our cash balance is not sufficient to finance our cash requirements for expected operational activities, capital improvements, and partial repayment of debt through the next 12 months.

Our operating activities used cash of $32,365 for the six months ended October 31, 2015.  The principal elements of cash flow from operations for the period ended October 31, 2015 included net loss of $132,033 and increases in accrued payables, accrued payroll, and accrued interest of $7,363, $44,000, and $7,138, respectively. The principal elements of cash flow from operations for the period ended October 31, 2014 was a net loss of $25,748 which equaled the change in operating assets and liabilities, after non cash adjustments for depreciation and related party contributions for rent and services.

Cash provided by our financing activities was $32,265 and $0 for the six months ended October 31, 2015 and 2014, respectively. The principal elements of cash flow from financing for the six months ended October 31, 2015 included proceeds from promissory notes of $32,265.

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

Capital Resources

We had no material commitments for capital expenditures as of October 31, 2015.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements at October 31, 2015.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

We carried out an evaluation, under the supervision and with the participation of our management, including our president and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.  Material weaknesses noted were: lack of a functioning audit committee due to a lack of a majority of independent members; lack of a majority of outside directors on the board of directors, inadequate segregation of duties consistent with control objectives and affecting the functions of authorization, recordkeeping, custody of assets, and reconciliation; ineffective oversight of the entity's financial reporting and internal control by management and those charged with governance; and, management dominated by a single individual/small group without adequate compensating controls.

Limitations on Systems of Controls

Our management consisting of our chief executive officer and chief financial officer, who is the same individual, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses identified in our

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evaluation, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the consolidated financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three  months ended October 31, 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.

To the best of our knowledge, we are not a party to any legal proceedings that, individually or in the aggregate, are deemed to be material to our financial condition or results of operations.

Item 1A. Risk Factors.

Investing in our common stock involves a high degree of risk. Our Annual Report on Form 10-K for the year ended April 30, 2015 includes a detailed discussion of our risk factors under the heading “Part I, Item 1A-Risk Factors.”  There are no changes from the risk factors previously disclosed in our Annual Report on Form 10-K. You should carefully consider the risk factors discussed in our Annual Report on Form 10-K as well as the other information in this report before deciding whether to invest in shares of our common stock. The occurrence of any of the risks discussed in the Annual Report on Form 10-K could harm our business, financial condition, results of operations or growth prospects. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None

Item 6. Exhibits.

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SIGNATURES

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

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