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

FORM 10-Q

x Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: September 30, 2016

o Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________________to ________________

Commission file number 333-202639

43020 Blackdeer Loop

Temecula, California 92590

www.Internationalendeavorscorp.com

(951)-296-1024

(Address and telephone number of registrant's principal executive offices and principal place of business)

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 past 90 days. Yes x No o

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 (ss.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 o

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

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

TABLE OF CONTENTS

INDEX

PART I. – FINANCIAL INFORMATION

FINANCIAL STATEMENTS

INTERNATIONAL ENDEAVORS CORPORATION

TABLE OF CONTENTS

ITEM 1. –FINANCIAL STATEMENTS

INTERNATIONAL ENDEAVORS CORPORATION

BALANCE SHEET

See accompanying notes to unaudited financial statements.

INTERNATIONAL ENDEAVORS CORPORATION

STATEMENTS OF OPERATIONS

_____ 

 * denotes income or loss of less than $0.01 per share

See accompanying notes to unaudited financial statements.

 INTERNATIONAL ENDEAVORS CORPORATION

STATEMENT OF CASH FLOWS

See accompanying notes to unaudited financial statements.

INTERNATIONAL ENDEAVORS CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2016

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.

BUSINESS AND BASIS OF PRESENTATION

International Endeavors Corporation. ("IEC") was incorporated under the laws of the State of Nevada on May 7, 2014. The Company’s offices are located at 43020 Blackdeer Loop Temecula, California 92590

IEC was formed for the purpose of developing and leasing land for Recreational Vehicle use, acquisition of land and/or vineyards for vineyard development, production of grapes for wine, private labeling of wine for wine distribution and the developing and marketing of a Wine APP.

The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities."

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of the three months and nine months ended September 30, 2016 and September 30, 2015.

ESTIMATES

The preparation of the financial statement in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts. Accordingly, actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of September 30, 2016 and 2015.

ACCOUNTS RECEIVABLE

Trade receivables are carried at original invoice amount. We recognize revenue from sales or services rendered when the following four criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Receivables past due for more than 120 days are considered delinquent. Management determines uncollectible accounts by regularly evaluating individual customer receivables and considering a customer's financial condition, credit history, and current economic conditions and by using historical experience applied to an aging of accounts. Recoveries of trade receivables previously written off are recorded when received. Management has determined that the allowance for doubtful account should be $0.

FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

We have adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.

FEDERAL INCOME TAXES

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. 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. Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.

NET INCOME PER SHARE OF COMMON STOCK

We have adopted Accounting Standards Codification regarding Earnings per Share, which requires presentation of basic and diluted 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 to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. We do not have a complex capital structure requiring the computation of diluted earnings per share.

INTERNAL WEBSITE DEVELOPMENT COSTS

Under ASC350-50, Website Development Costs , costs and expenses incurred during the planning and operating stages of the Company's website are expensed as incurred. Under ASC 350-50, costs incurred in the website application and infrastructure development stages are capitalized by the Company and amortized to expense over the website's estimated useful life or period of benefit. The Company’s website asset was computed using a useful life of the asset of five years. As such the asset was depreciated $12,199 as of September 30, 2016.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.

DEVELOPMENT STAGE ENTERPRISE

The Company's financial statements are prepared pursuant to the provisions of Topic 26, "Accounting for Development Stage Enterprises," as it devotes substantially all of its efforts to acquiring, developing, producing and distributing media as well as marketing commercial videos and developing APPs for distribution that will eventually provide sufficient net profits to sustain the Company's existence. Until such interests are engaged in major commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the development stage.

REVENUE RECOGNITION

The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, "Revenue Recognition" ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

The Company's revenues have been generated through lease agreements for our RV property and wine tours.

The terms of these lease agreements generally consist solely of upfront payments which are refundable should the lessee choose to terminate the lease within 10 (ten) days of signing the lease agreement. After 10 (ten) days the lease payment becomes non-refundable. Revenues from leasing fees are recognized upon the signing of the lease agreement. 

For the three months and nine months ended September 30, 2016 and 2015, all payments met the above criteria thereby allowing for the recognition of revenue for the lease arrangements upon the signing of the lease agreement and for the wine tours upon acceptance of payment for the tour.

When non-refundable payments do not meet this criteria, the revenues are recognized over the expected period of performance. We periodically review for any expected period of substantial involvement under the agreements that provide for non-refundable up-front payments. If ever applicable, we will adjust the amortization periods when appropriate to reflect changes in assumptions relating to the duration of our expected involvement.

STOCK BASED COMPENSATION

The Company recognizes stock-based compensation in accordance with ASC Topic 718 "Stock Compensation", which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. For non-employee stock-based compensation, we have adopted ASC Topic 505 "Equity-Based Payments to Non-Employees", which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements for the Company. As a result the Company has elected not to present inception numbers in accordance with ASU-2014-10.

Note 2 - Uncertainty, going concern:

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of September 30, 2016 the Company had an accumulated deficit of $335,760 and as of December 31, 2015 the Company had an accumulated deficit of $279,298. 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 profitsable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitsable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Note 3 - Assets

The Company has acquired land in the wine country of Temecula, California for the price of $108,258. Since the acquisition we have paid $11,800 for the development of the land for the purpose of leasing to Recreational Vehicles. As of July 22, 2016 the above Land and improvement was sold for the amount of $75,000 creating a loss of after escrow fees of $(45,111).

The company opened escrow May 25, 2016 with a $5,000 deposit for a 28 acre parcel of land with an additional $60,000 paid into escrow in the period ending September 30, 2016. In October of 2016 the 28 acres of land for which the company had paid $65,000 into escrow fell out of escrow as the interest rate on the loan was not within the company’s expectations. In October of 2016 $45,500 was refunded to the Company and $19,500 was a non refundable fee which was required to extend the escrow.

The Company’s website asset was capitalized at $37,500 as of September 30, 2016.

The Company values its investment in property and equipment at cost less accumulated depreciation. Depreciation is computed primarily by the straight line method over the estimated useful lives of the assets ranging from three to fifteen years. The Company’s land improvement asset was computed using a useful life of the asset of fifteen years. As such the land improvement asset was depreciated $1,167 as of September 30, 2016.

Note 5 - Related Party Transactions

Restricted shares in the amount of 7,586,000 shares were issued in lieu of cash of which 4,086,000 shares were issued to Nate Engel at a par value of $.001 per share and 3,500,000 shares were issued to Mary Davis at par value of $.001 per share on May 27, 2014.

Note 6 - Common Stock

In 2014 the Company authorized the issuance of 7,286,000 founder shares at par value. 3,786,000 shares were issued to Nate Engel and 3,500,000 shares were issued at par value to Mary Davis. In addition 300,000 shares were issued to Nate Engel for $300.

On June 10, 2014 the Company issued 550,000 shares at $.02 per share to Essence, Inc., which were issued for marketing services relating to the procurement of customers for wine tour events and RV space rentals.

On June 12, 2014 the Company issued 250,000 shares at $.02 per share to Hannah Grabowski, which were issued for marketing services relating to the procurement of customers for wine tour events and RV space rentals.

On July 10, 2014 the Company issued 400,000 shares at $.05 per share to Steve Hayden., which were issued for services relating to locating land for development, vineyards, and RV vacation rental sites as well as aiding in the planning of land development for both vineyards and RV vacation rental sites.

On July 7, 2014 the Company issued 560,000 shares at $.05 per share to JJSA Investments, Inc., which were issued for services relating to locating land for development of vineyards, and planning for development of land acquisition for vineyards.

On August 10, 2014 the Company issued 200,000 shares at $.05 per share to Joe Spedafore, which were issued for services relating to locating land for development, vineyards, and RV vacation rental sites as well as aiding in the planning of land development for both vineyards and RV vacation rental sites.

On August 12, 2014 the company authorized the issuance of 500,000 shares to MMT, Inc. at a value of $.05 per share for the development of an APP.

On September 4, 2014, the Company issued 200,000 shares at $.10 per share to Roy Wilson Jr. for marketing services relating to procuring customers for RV space rental, wine touring events and aiding in sales presentations in the Las Vegas, Nevada area.

On November 20, 2014 the Company issued 45,000 shares at $.15 per share to Green Brook, Inc., which were issued for marketing services relating to the procurement of customers for wine tour events and RV space rentals.

At the year end December 31, 2014 the Company had issued shares to investors via a Private Offering of the company's shares as follows:

500,000 shares were issued at $.10 per share for $50,000.

1,419,335 shares were issued at $.15 per share for $ 212,900

At December 31, 2014 there 12,210,337 shares issued and outstanding.

At the three months ended June 30, 2015 the company had issued 260,001 shares to three shareholders for $39,000 at a price of $.15 per share via a Private offering of the company’s shares.

At September 30, 2016 there were 12,470,338 shares issued and outstanding.

Note 7 - Income Taxes

We account for income taxes in accordance with FASB ASC 740, Income Taxes which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Under FASB 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.

Note 8 - Restatement

The financial statements have been revised to account for activity that had been excluded related to deferred revenue. The resulting transactions affected the Company’s Sales, Deferred Revenue and Accumulated deficit. In accordance with applicable Generally Accepted Accounting Principles (GAAP), the Company calculated and recognized adjustments accordingly.

On May 12, 2016, the Company filed with the Securities and Exchange Commission (“SEC”) its reviewed financial statements for the quarter ended March 31, 2016. Following the discovery of various material errors the Company informed the SEC on May, 2016, that these financial statements could not be relied upon, and on May 24, 2016 filed its restated audited financial statements for the above mentioned periods.

The following table represents the effects of the subsequent and first restated statements as of June 30, 2016.

Note 9 - Subsequent Events

Management has reviewed events between December 31, 2015 to the date that the financials were issued, November 2, 2016, and the following significant events were identified for disclosure:

In October of 2016 the 28 acres of land for which the company had paid $65,000 into escrow fell out of escrow as the interest rate on the loan was not within the company’s expectations. In October of 2016 $45,500 was refunded to the Company and $19,500 was a non refundable fee which was required to extend the escrow.

On October 18, 2016 Christopher Hayden loaned the Company $100,000 and was issued a promissory note from the Company due and payable in one year with an interest rate of 8%.

On October 24, 2016 the Company closed escrow on a property located at 23446 HWY 79, Warner springs, CA for a total of $454,032.99 .

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

We were incorporated in Nevada on May 7, 2014 and we have elected, for the purpose of filing our Registration Statement with the SEC and preparing our audit, December 31 as our fiscal year end.

We acquired 10 acres of land in the Wine district of Temecula Valley Wine country for Recreational Vehicles to lease as vacation rental space for $108,258 and had completed $11,800 in development work on the property. As of July 22, 2016 the above Land and improvement was sold for the amount of $75,000 creating a loss of after escrow fees of $(45,111).

The company opened escrow May 25, 2016 with a $5,000 deposit for a 28 acre parcel of land with an additional $60,000 paid into escrow in the period ending September 30, 2016. In October of 2016 the 28 acres of land for which the company had paid $65,000 into escrow fell out of escrow as the interest rate on the loan was not within the company’s expectations. In October of 2016 $45,500 was refunded to the Company and $19,500 was a non refundable fee which was required to extend the escrow. We believe that focusing on land acquisition in the area for supporting the tourism industry that the Temecula wine country has developed can be a profitable and expanding business. We are also in the planning process of private labeling wines produced from a local vineyard.

It is the intention of the Company to continue to develop and market our existing property in the Temecula Valley Wine country in Southern California, develop part of our existing property as a vineyard, private label wines from local vineyards for sale, increase our wine tour business and look forward towards acquiring additional properties for both the development of RV property as well as vineyards. In addition we plan on the continuation of the development of an APP for the wine industry.

Plan of Operations

RV Site Operations

We plan on leasing RV sites on the newly acquired land. We plan on continuing to market our RV sites. We do not believe that we would fill up annually as the summers in the Temecula wine country can be warmer than many tourists would prefer. We believe that our prime lease time will be from November to April. As this is our first operational season we cannot be certain of our total revenue potential. Although we intend to lease spaces on a monthly basis as we are currently doing, we may lease RV space on a weekly basis in the future. If we leased sites on a weekly basis we would lease sites for approximately $1,800 per week. At this time we have no intention of leasing space on a yearly basis. There were no leases during the period ending September 30, 2016.

Private Label Wine

We are in process of label design for our privately labeled wine under our brand, RVino. We anticipate working with one of the local wineries in Temecula for private labeling our wine and initiating bottling and labeling in the fourth quarter of 2016. Cost is expected to be approximately $5,000 for a minimum order. As we have not selected the winery or the type of wine we will initially bottle the exact price cannot be determined at this time.

Wine Tours

We conducted wine tours in the three and nine months ended September 30, 2016 and generated revenues of $4,100 and $41,424 respectively. Cost of goods for the wine tours was $0. We plan on continuing to market and develop our wine tours in the future.

The Company believes that it may have sufficient capital to operate over the next twelve (12) months.

Significant Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's financial statements which have been prepared in accordance with accounting principals generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, "Revenue Recognition" ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

The Company's revenues have been generated through lease agreements for our RV property and our wine tours. The terms of these agreements generally consist solely of upfront payments which are refundable should the lessee choose to terminate the lease within 10 (ten) days of signing the lease agreement. After 10 (ten) days the lease payment becomes non-refundable. Revenues from leasing fees are recognized upon the signing of the lease agreement. 

Revenue from wine tours is recognized at the time of payment for the tour.

When non-refundable payments do not meet this criteria, the revenues are recognized over the expected period of performance. We periodically review for any expected period of substantial involvement under the agreements that provide for non-refundable up-front payments. If ever applicable, we will adjust the amortization periods when appropriate to reflect changes in assumptions relating to the duration of our expected involvement.

Capital Expenditures

We capitalize expenditures for land improvement when they are not part of normal maintenance. We have capitalized improvements on our 10 acre parcel of land which were specifically for grading of the land to make the land usable for our RV lease operation. To date we have paid $11,800, as a capital expenditure, for the grading of the property.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

Results of Operations

For the Three Months ended September 30, 2016 and 2015 and the Nine Months ended September 30, 2016 and 2015.

For the year ended December 31, 2015 we had gross profits of $98,943, derived from the leasing of our RV property and total operating expenses of $170,988 consisting of advertising and marketing of $53,978, consulting fees of $13,000, professional fees of $38,267, APP development costs of $19,000, office rent of $6,835, salaries of 13,650, depreciation of $779, amortization of $6,637, general and administrative fees of $7,020, travel fees of 10,939, fees of 657, automobile expense of $226 and consequently a net loss of $72,045 for the year.

For the three months ended September 30, 2016 we had gross profits of $4,100 and cost of goods of $0 generated from our wine tours and total operating expenses of $19,239 consisting of advertising and marketing of $2,490, consulting fees of $0, professional fees of $3,100, APP development costs of $0, office rent of $2,353, salaries of $2,211, general and administrative fees of $3,591, depreciation expense of $210, amortization of $1,854, Compensation for repairs of $2,370 (which were for the Hayden ventures RV which is used for wine tours and was also used for travel to Colorado to investigate the concept of adding Yurts to the company’s property as a potential revenue source) and travel expenses of $1,060 and consequently a net loss of $15,139. A net loss from other income was generated from the sale of land in the amount of $45,111 and consequently a net loss of $60,250 for the period as compared to the three months ended September 30, 2015 where we had gross profits of $11,500 and cost of goods of $2,000 generated from our wine tours and total operating expenses of $26,704 consisting of advertising and marketing of $11,863, consulting fees of $1,000, professional fees of $2,500, APP development costs of $0, office rent of $2,350, salaries of $5,500, and general and administrative fees of $1,574, fees of 219, depreciation expense of $1,698 and travel expenses of $0 and consequently a net loss of $17,204 for the period.

For the nine months ended September 30, 2016 we had gross profits of $41,424 and cost of goods of $0 generated from our wine tours and total operating expenses of $52,777 consisting of advertising and marketing of $5,691, consulting fees of $5,000, professional fees of $14,070, APP development costs of $0, office rent of $6,910, salaries of $2,211, and general and administrative fees of $8,815, depreciation expense of $668, amortization of $5,562, fees of 420, Compensation for repairs of $2,370 and travel expenses of $1,060 and consequently a net loss of $11,353. A net loss from other income was generated from the sale of land in the amount of $45,111 a net loss of 56,462 for the period as compared to the nine months ended September 30, 2015 we had gross profits of $84,300 and cost of goods of $17,900 generated from our wine tours and total operating expenses of $145,388 consisting of advertising and marketing of $52,978, consulting fees of $10,500, professional fees of $23,125, APP development costs of $19,000, office rent of $6,835, salaries of $11,500, and general and administrative fees of $5,121, amortization expense of $4,533 depreciation expense of $585 and travel expenses of $11,166 and consequently a net loss of $78,988 for the period.

Liquidity and Capital Resources

For The Year Ended December 31, 2015 and for the Three Months ended September 30, 2016.

As at December 31, 2015 the Company had cash on hand of $8,996, total assets of $159,138, total liabilities of $3,200 and stockholders' equity of $155,938.

As at September 30, 2016 the Company had cash on hand of $455, total assets of $99,476, total liabilities of $0 and stockholders' equity of $99,476.

The Company's cash was generated from revenue from the leasing of its RV property and proceeds from a Private Placement of its shares and from its wine tours.

The Company believes it may have sufficient cash resources available to fund its primary operation for the next twelve (12) months.

The Company has no, current, off balance sheet arrangements and does not anticipate entering into any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition.

The Company has no agreements in place with its shareholders, officers and directors or with any third parties to fund operations beyond the end of the Company's 2016 quarter ended September 30, 2016. The Company has not negotiated nor has available to it any other third party sources of liquidity.

Our auditor's report states the following with regard to our ability to continue as a going concern, “The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitsability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty”.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our chief executive officer and chief financial officer are responsible for establishing and maintaining our disclosure controls and procedures. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1933 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and to ensure that information required to be disclosed by us in those reports is accumulated and communicated to the our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1933) as of September 30, 2016. Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the evaluation date, such controls and procedures were effective.

Changes in internal controls

There were no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2016 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

None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINING SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION/SUBSEQUENT EVENTS

ITEM 6. EXHIBITS

____ 

** Filed Herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on our behalf by the undersigned, in the City of Temecula, CA., on November 10, 2016.

In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates stated.