CANNABIS STRATEGIC VENTURES - Annual Report: 2014 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

FORM 10-K

_____________

(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2014

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

For the transition period from __________________ to ____________________

Commission File Number 000-1290504

CASCADE ENERGY, INC.

(Exact name of registrant as specified in its charter)

2724 Otter Creek Ct., Suite 101, Las Vegas, Nevada 89117-1732

(Address of principal executive offices)

Registrant’s telephone number, including area code: (250) 954-0263

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [  ] No [X]

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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [X]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $0.00 based on a price of $0.00, which was the last price at which our common equity was last sold as of June 30, 2014.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  The number of shares of the registrant’s common stock, without par value, outstanding as of December 31, 2014 was 159,321,890.

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PART I

Item 1. Business.

At this time at this time the company is continuing to work on getting its records in order to continue with the acquisition of Nano Tech West, Inc. This is expected to be completed during the first quarter of 2015. Once that is completed the company will embark on marketing the Nanotech products .

Item 1A. Risk Factors.

Item 1B. Unresolved Staff Comments.

The company is not aware of any issues with the SEC or any other regulatory body

Item 2. Properties.

The Company owns no property

Item 3. Legal  Proceedings.

The company is not aware of any legal actions against the company

Item 4. Mine Safety Disclosures.

Not applicable

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PART II

Item 5. Market  for  Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a)

No securities were sold by the company during the past two years

(b)

no change

(c)

There were no purchases or repurchases of the company’s securities in the past 12 months

Item 6. Selected Financial  Data.

Please refer to the unaudited financial statements attached

Item 7. Management's   Discussion   and Analysis  of  Financial   Condition  and  Results  of   Operations.

Forward-Looking Statements

This 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, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any 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 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 company”, and “Cascade” mean Cascade Energy, Inc., a Nevada corporation, unless otherwise indicated.

Corporate events

Cascade Energy Inc., (formerly Pro Tech holdings Ltd) was incorporated under the rules of the State of Nevada on December 23, 2003 and the name was changed to Cascade Energy Inc. on April 28, 2005.

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At a special general meeting held September 30, 2014 the previous board resigned and was replaced by four new directors representing a new management group. At the meeting the shareholders agreed to a reverse split (or consolidation) on the basis of one new share for each 25 shares presently held.

The next item of business was the acquisition of all possible merger of the company with Nano Tech West Inc. a company with holdings with an environmentally friendly method of utilizing nano technology.

Current Business

For the twelve month Period Ended December 31, 2014 Compared to the same Period Ended December 31, 2013 Net Profit for the Period was $ 11,809.37 (2013 $ 49,206.) The Company has had only limited operations, and hasn’t yet realized any significant revenues from the sale of various products. The Company has realized A Net loss from operations of $4,797,346 since inception.

Our independent accountant has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing. In his report dated January 12, 2015, our independent accountant stated that our financial statements for the fiscal year ended December 31, 2014 are being prepared assuming that we would continue as a going concern. Our ability to continue as a going concern is an issue raised as a result of recurring losses from operations. We continue to experience net operating losses. Our ability to continue as a going concern is subject to our ability to obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities. Our continued net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful. We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably.

If we are not able to effectively manage our anticipated expansion and growth, our business and financial condition will be negatively affected. We have recently expanded our business operations. Any future growth in our business may place significant strain on our limited managerial and operational resources. We cannot assure you that we will be able to implement adequate controls over the risks associated with our planned expansion. If we are unable to effectively manage expanded operations, our revenues may not concurrently increase with rising costs of operations and our business will be negatively affected.

Plan of operation and cash requirements

We anticipate that we will expend approximately $3,250,000 during the 12 month period ended December 31, 2015. This is the amount budgeted to develop the Nano Tech business and completion of the acquisition expected to be mid-to-late March 2050.

Major expenditures during the next 12 months required to develop the Nano Tech business.

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Liquidity and capital resources

Cash and cash equivalents from inception have been insufficient to provide the operating capital necessary to operate the company. The necessary capital required by the company was initially percent provided by the new management team. Going forward we anticipate being able to raise sufficient capital by private placements and by venture capital funding.

Our compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls may be time consuming, difficult and costly for us. It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance staff in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires publicly-traded companies to obtain develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires publicly-traded companies to obtain.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

If we fail to remain current in our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. Companies trading on the OTC Bulletin Board, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. Our shares of common stock is subject to the “penny stock” rules of the Securities and Exchange Commission and the trading market in our securities is limited, which makes transactions in our shares of common stock cumbersome and may reduce the value of an investment in our shares of common stock. The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: - that a broker or dealer approve a person’s account for transactions in penny stocks; and - the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: - obtain financial information and investment experience objectives of the person; and - make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market, which, in highlight form: - sets forth the basis on which the broker or dealer made the suitability determination; and - that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our shares of common stock and cause a decline in the market value of our shares of common stock.

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Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. National Association of Securities Dealers Inc. sales practice requirements may also limit a stockholder’s ability to buy and sell our shares of common stock.

In addition to the “penny stock” rules described above, the National Association of Securities Dealers Inc. has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the National Association of Securities Dealers Inc. believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The National Association of Securities Dealers Inc. requirements make it more difficult for broker dealers to recommend that their customers buy our shares of common stock, which may limit your ability to buy and sell our shares of common stock and have an adverse effect on the market for its shares.

Item 8. Financial Statements and Supplementary Data.

Please refer to the unaudited financial statements as at December 31, 2014 and 2013 listed below

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-K, include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Complete Operating results for the twelve months ended December 31, 2014 are noted in the financial statements listed below;

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February 9, 2015

To the directors

Cascade Energy, Inc.

Las Vegas Nevada

Dear Sirs:

Please find enclosed the unaudited financial statements of the Company as at December 31, 2014. These financial statements have been prepared by management from material provided by us to us by the vendors of the company. Which information is severely lacking and we are unable at this time to get the accounts audited.

These statements are subject to review and may be changed or updated as new information becomes available.

Thank you

/s/ Robert Hughes

Robert Hughes

President

Cascade Energy, Inc.

2724 Otter Creek Ct., Suite 101, Las Vegas, Nevada 891117     (250) 954-0263

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Unaudited Financial Statements

(Expressed in U.S. Dollars) as at December 31, 2014

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CASCADE ENERGY INC.

(A Development Stage Company)

Balance Sheet

As at December 31, 2014 & 2013

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

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CASCADE ENERGY INC.

(A Development Stage Company)

Statements of Operations

As at December 31, 2014 & 2013

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

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CASCADE ENERGY INC.

(A Development Stage Company)

Statement of Operations

For the 4th Quarter ended December 31, 2014

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

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CASCADE ENERGY INC.

(A Development Stage Company)

Statements of Cash Flows

As at December 31, 2014 & 2013

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

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CASCADE ENERGY INC.

(A Development Stage Company)

Notes to Financial Statements

As at December 31, 2014 & 2013

Note 1  Nature and Continuance of Operations

At December 31, 2014, the Company had a working capital deficit of $16,989 ($0.00 in 2013) and has incurred losses since inception totalling $4,797,346 and has yet to achieve profitable operations. The Company’s ability to continue as a going concern is dependent on raising additional capital to fund future operations and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. These financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company was incorporated on December 23, 2003 in the State of Nevada and has adopted December 31 as its fiscal year end.

Note 2  Summary of Significant Accounting Policies

Cash

For purposes of the statement of cash flows, the Company considers all investment instrument purchased with a maturity of three months or less to be cash equivalents.

Accounting Estimates

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement. Actual results may differ from these estimates. The financial statements, in management’s opinion, have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

Financial Instruments

The carrying values of the Company’s financial instruments, consisting of cash, accounts receivable, due from related parties, accounts payable and note payable approximate their fair value due to the short maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. For accounts receivable, the Company estimates, on a continuing basis, the probable losses and provides a provision for losses based on the estimated realizable value. The Company is exposed to fluctuations in foreign currencies through its operations in the United States. The Company monitors this exposure, but has no hedge positions. As at December 31, 2014, the Company had cash totalling $2,832. (2013: $21,005) held in US dollars. Fixed Assets Fixed Assets are stated at cost. Maintenance and repairs are charged to operations; Improvements are capitalized.

The cost of fixed assets sold or otherwise disposed of and the accumulated amortization thereon is eliminated from the fixed asset and related accumulated amortization accounts, and any resulting gain or loss is credited or charged to income.

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Income Taxes

The Company follows Statement of Financial Accounting Standards (“FAS”) No. 109, “Accounting for Income Taxes” which requires the use of the asset and liability method of accounting of income taxes. Under the assets and liability method of FAS 109, deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss per Share

The Company reports basic loss per share in accordance with the FAS No. 128, “Earnings per Share”. Basic loss per share is computed using the weighted average number of shares outstanding during the period. Instruments that can be converted to common stock have not been included in the fully diluted computations since the result would be antidilutive.

Revenues

The Company recognizes revenue from various interests. Shipping and handling costs in connection with such deliveries are included in production costs. Revenue under carried interest agreements is recorded in the period when the net proceeds become receivable, measurable and collection is reasonably assured. The time the net revenues become receivable and collection is reasonably assured and depends on the terms and conditions of the relevant agreements and the practices followed by the operator. As a result, net revenues may lag the production month by one or more months.

New Accounting Standards

Management does not believe that any recently issued but not effective accounting standards if currently adapted could have a material effect on the accompanying financial statements.

Note 3  Agreement with Nano Tech West, Inc.

At a Special General Meeting Held September 30, 2014 the shareholders agreed to either merge or acquire Nano Tech West, Inc., an the basis of a share for share deal, the agreement is dependent on the company consolidating its common shares on the basis of one new share being exchanged for twenty five existing common shares (1 for 25), as of the date of these financial statements this event has not yet taken place.

Note 4  Related party transactions

During the year ended December 31, 2014 Hughes Maritime Corp. (controlled by the president) charged and accrued $5,000 for administration (2013 nil). There were also $6,365 in advances payable to related parties (2013 nil).

Note 5  Income tax

As at December 31, 2014 and 2013 the Company has non-capital losses sufficient to wipe out any potential tax liability.

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Note 6  Convertible promissory note

On 26 June 2012 the company executed a convertible promissory note in the amount of $100,000 the balance outstanding as at December 31, 2014 was $39,000 (2013 $178,000) the convertible promissory note can be converted into common shares on the basis of 1 new share for each $ 0.0001 of debt.

Note 7  Discontinued Operations

In September 2014 new management acquired control of the company, and the previous operations were discontinued at that time, and present management determined to bring the company current in its filings, and to proceed with the acquisition or merger with Nano Tech West, Inc.

Note 8  Capital Stock

On September 30, 2014, the Shareholders approved a reverse split of its common stock on the basis of 1 new share for 25 old shares. The number of shares referred to in these financial statements have not been restated until such time as the Reverse split has been accomplished. The Company's capitalization is 988,000,000 common shares, of which 159,321,890 are issued and outstanding, with a par value of $0.001 per share and 5,000,000 preferred shares, of which 1,000,000 are issued and outstanding, with a par value of $0.001 per share.

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Item 9. Disagreements with Accountants on Accounting and Financial Disclosure.

There were no disagreements with our auditor or with our accounting personnel

Item 9A. Controls and Procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, being December 31, 2014, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s president and our chief financial officer. Based upon that evaluation, our company’s president and our chief financial officer concluded that our company’s disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no significant changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting. Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our president and our chief financial officer as appropriate, to allow timely decisions regarding required disclosure.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Business Experience

The following is a brief account of the education and business experience of each director, executive officer and key employee during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he was employed.

Blair Harrison Berry, age 50, director. Mr. Berry divides his time between BC Canada, Nevada and Mexico and is retired from a 20 year career in the international shipping industry. During his maritime career he developed a keen business sense and after being an investor in businesses, he then became a business consultant to small and growing companies. He retired from the Maritime industry in 2001 and has consulted to several diverse businesses where his previous experience in corporate structuring enabled new and fresh thinking business strategies to be effected. His international business experience has enabled those companies to actively grow the business.

James Brown, age 48, director and secretary. Mr. Brown recently joined the Company as Secretary and Director and prior to joining the Company was a Managing Director for an international Private Equity Company holding investments in the mining and Technology industries, where he served from 2009 to the day he joined the company. Mr. Brown has previously operated several Canadian businesses including a short time in the financial services sector and was also involved in the Canadian Forest Product industry.

David Giovanetto, age 47, director and Vice President. David is an entrepreneurial professional with 12 years’ experience for private companies, most recently as a remediation specialist involved with on-site operations in the energy sector in Alberta, Canada. In addition to years of progressive experience as a corporate development consultant, Mr. Giovanetto has completed his degree in international business at Mount Royal University (2012) and holds a Bachelor of Science degree from the University of Calgary, in addition to completing several non-degree courses, also at the University of Calgary. Mr. Giovanetto has a strong managerial background with the strategic and tactical vision to develop and execute sophisticated plans in addition to proficiency in developing start-ups. He joined Nanotech in 2013, but from 2010 to 2013, he was employed as an environmental consultant, and prior to that, from 2006 to 2010, he was employed as a consultant to 74305 AB Ltd. From 1998 to 2006, he was the Project Coordinator for Wasteco Environmental, dealing with all forms of contamination and reclamation in soil and soil recovery activities.

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Robert Hughes, age 78, director, President and CEO, obtained his formal education in the United Kingdom, emigrating to Canada in 1957. He worked for several multi-national companies between 1957 and 1966, at which time he moved to British Columbia and began working for a Chartered Accounting Firm. In 1967, he started a mining company, Interprovincial Silver Mines Ltd, which he led through its public listing process in 1967, and remained with that company until 2005, at which point he retired. He has served as president or secretary/treasurer for numerous companies, to include Adanac Mining Ltd., Ariel Resources Ltd., Advance International Inc., Avance Venture Corp, General Energy Corp. and Gold Cup Resources Ltd.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1.

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

3.

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4.

being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Item 11. Executive Compensation.

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Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

No member of the board holds any shares of the company, and as at December 31, 2014 there are no stock options outstanding .

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Robert Hughes the president of the company is also the president of Hughes Maritime Corp., which company billed the company a total of $ 5,000.00 for administration of the company during the 4th quarter of 2014, the amount is included in the accounts payable as at December 31, 2014.

Item 14. Principal Accounting Fees and Services.

(a)

Audit fees no Audit fees were paid in the past two years as all financial statements were prepared by management.

(b)

Audit-Related Fees Please refer to the response to item (a) above

(c)

Tax Fees  Please refer to the response to item (a) above

(d)

All Other Fees Please refer to the response to item (a) above

(e)

The Audit Committee is to pre-approve all audit and non-audit services provided by the independent auditors.

These services may include audit services, audit-related services, tax services and other services as allowed by law or regulation. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specifically approved amount. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval and the fees incurred to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

(f)

Not applicable

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)

List the following documents filed as a part of the report:

(1)

All financial statements;

(2)

Those financial statement schedules required to be filed by Item 8ofthis form and by paragraph (b) below.

(3)

Those exhibits required by Item 601 of Regulation S-K (§229.601 of this chapter) and by paragraph (b) below. Identify in the list each management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 15(b) of this report.

(b)

Registrants shall file, as exhibits to this form, the exhibits required by Item 601 of Regulation S-K (§ 229 .601 of this chapter).

(c)

Registrants shall file, as financial statement schedules to this form, the financial statements required by Regulation S-X (1 7 CFR 210) which are excluded from the annual report to shareholders by Rule 14a-3(b) including (1) separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons; (2) separate financial statements of affiliates whose securities are pledged as collateral ; and (3)schedules.

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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 its behalf by the undersigned, thereunto duly authorized.

Dated:   February 17, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated

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