U.S. Lithium Corp. - Annual Report: 2013 (Form 10-K)

Form 10-K Annual Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

X .ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2013

.TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the Transition Period from ________ to _________

ROSTOCK VENTURES CORP.

[f10k123113_10k001.jpg]

(Exact name of registrant as specified in its charter)


Nevada	333-144944	98-0514250
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	2360 Corporate Circle, Suite 4000 Henderson, NV 89074-7722
	(Address of principal executive offices)
	(702) 866-2500
	(Registrant’s Telephone Number)

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 X . No .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes . 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. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes . No X .

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant is $137,321.44 based upon the price ($0.0033) at which the common stock was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws. Our common stock is traded in the over-the-counter market and quoted on the Over-The-Counter Bulletin Board under the symbol “ROSV.”

As of April 2, 2014, there were 45,612,559 shares of the registrant’s $0.001 par value common stock issued and outstanding.

Documents incorporated by reference: None

Table of Contents


		Page
	PART I

Item 1	Business	5
Item 1A	Risk Factors	12
Item 1B	Unresolved Staff Comments	12
Item 2	Properties	12
Item 3	Legal Proceedings	12
Item 4	Mine Safety Disclosures	12

	PART II

Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6	Selected Financial Data	13
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	16
Item 8	Financial Statements and Supplementary Data	16
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	II-1
Item 9A	Controls and Procedures	II-1
Item 9B	Other Information	II-2

	PART III

Item 10	Directors and Executive Officers and Corporate Governance	II-2
Item 11	Executive Compensation	II-5
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	II-5
Item 13	Certain Relationships, Related Transactions and Director Independence	II-6
Item 14	Principal Accounting Fees and Services	II-7

	PART IV

Item 15	Exhibits	II-8

FORWARD-LOOKING STATEMENTS

The availability and adequacy of our cash flow to meet our requirements;

Economic, competitive, demographic, business and other conditions in our local and regional markets;

Changes or developments in laws, regulations or taxes in our industry;

Actions taken or omitted to be taken by third parties including our competitors, as well as legislative, regulatory, judicial and other governmental authorities;

Competition in our industry;

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

Changes in our business strategy, capital improvements or development plans;

The availability of additional capital to support capital improvements and development; and

Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Term

Except as otherwise indicated by the context hereof, references in this report to “Company,” “ROSV,” “we,” “us” and “our” are references to ROStock Ventures Corp. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

PART I

ITEM 1.

BUSINESS

Corporate History

We were incorporated on November 2, 2006, under the laws of the State of Nevada. The original business plan of the Company was to engage in the acquisition and exploration of mineral properties. We are currently an exploration stage company. We have since changed our business focus to the operation of a technology platform designed to connect consumers with cannabis vendors.

On March 12, 2014, the Company entered into that certain Patent, Technical Information and Trade Mark License Agreement (the “License Agreement”) with Windward International LLC (“Windward”) pursuant to which the Company acquired an exclusive license to use certain patents, technical information and trademarks for a term of 500 years (the “Term”), in exchange for four million (4,000,000) shares of the Company’s Common Stock and a two percent (2%) royalty on all net sales derived from the use of the patents, technical information and trademark. A true and correct copy of the Agreement is attached hereto as Exhibit 10.17 and is incorporated herein by reference.

Under the License Agreement, the Company acquired an exclusive license to make, use, sell and offer for sale Licensed Products (as that term is defined therein) during the Term. The Licensed Products include the domain names www.iWeeds.com, and www.iWeedz.com, the platform that powers iWeedz.com, the Apple Developer license, Google Play license, iWeedz trademark, self-serve ad platform and augmented reality platform. Further, the Company acquired an exclusive license to use the Technical Information (as that term is defined therein) during the Term to make Licensed Products. The Technical Information includes any and all unpublished research and development information, the formulation of proprietary products, method, unpatented inventions, know-how, trade secrets, and technical data in the possession of Windward at the Effective Date of the License Agreement, or generated or developed at any time prior to the termination or expiration of the License Agreement.

Our Business

We operate iWeedz.com (“iWeedz”), a technology platform that we acquired from Windward pursuant to the License Agreement to connect consumers with cannabis vendors and promote local marijuana commerce. We will operate our technology platform through our website located at www.iWeedz.com and through our mobile application for Apple iOS and Android operating systems. We will strive for simplicity and ease of use in our iWeedz website and mobile application, which we believe will set us apart from our competition. As of the date of this Report, our website is not fully functional and our application for Apple iOS and Android operating systems has not been released.

iWeedz will provide a simple and quick process for consumers to find the right cannabis products to meet their needs. Consumers who wish to use iWeedz must first create an account with iWeedz. Membership for consumers is free. Once an account is created, the member will be able to use iWeedz to locate local cannabis dispensaries to shop for cannabis products and to communicate with the dispensaries. As the member uses the iWeedz website and application, the iWeedz technology will gather specific information about the member by tracking accessed content, 'liked' items, purchased items and the member’s profile. iWeedz will then use this information to match the member with the right cannabis vendor or to find deals that may be of interest to the member.

Members who are smart phone users will be able to take advantage of iWeedz’s mobile application which will automatically register a member’s geographic location and utilize proximity advertising to notify a member of real-time offers, coupons and discounts from vendors within the member’s vicinity. Members will be able to easily redeem offers that they receive from local vendors by displaying mobile coupons from the iWeedz application at the point of purchase. Unlike other popular internet advertising sites such as Groupon or Living Social, iWeedz customers will be able to redeem coupons without having to pay for them before making a purchase.

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Figure 1 (above) - iWeedz.com Website – Customer Page - Find a Dispensary

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Figure 2 (above) - iWeedz.com Website – Customer Page – Find Directions

Figure 3 (above) - iWeedz.com Mobile Application – Customer Page – Find a Location

iWeedz for cannabis vendors will provide a cloud based solution to manage their inventory, post daily deals, attract new customers with proximity marketing via mobile phones, and engage with customers via e-mail and text messaging. With iWeedz, vendors will also be able to deploy a targeted marketing campaign to attract iWeedz members and build their customer base. For example, vendors could target local iWeedz customers by utilizing proximity advertising to offer real-time discounts on their products to iWeedz members who agree to provide their e-mail addresses and/or phone numbers. When these iWeedz members redeem the discount and make a purchase, the vendor can market future discounts and deals to the customer via sms (text messaging) or e-mail. A cannabis vendor will also be required to create an account to become a member. Membership for a vendor is free if the vendor only wishes to be listed as a dispensary on the website and application. However, if the member wants to be able to offer promotions and discounts or to interact with member consumers, they will be required to pay a monthly service fee, the amount of which has yet to be determined. We believe that our proximity marketing will attract a wide audience of consumers who are actively seeking and redeeming marijuana coupons. We further believe that the self-serve coupon feature will appeal to other cannabis vendors looking to reach local customers.

iWeedz will generate revenue by charging member cannabis vendors a monthly fee and by selling banner space on its website and application to these vendors. The banners will be viewable by iWeedz consumer members who are within the vendor’s geographic location and who indicate an interest in the vendor or its products, based on the member’s profile or specific user information gathered by the iWeedz technology. We believe iWeedz’s targeted market intelligence will allow us to charge a premium for ad space. As of the date of this Report, we have not yet determined the cost to our vendors for banner space.

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Figure 4 - iWeedz.com Website - Vendor Page – Publish an Advertisement

Target Market

Our target market includes both businesses and consumers in the local marijuana industry. iWeedz is intended for all types of cannabis consumers including those new to cannabis, medical marijuana patients, or recreational consumers, if recreational use is legally permitted in the consumer’s state of residence. iWeedz also targets both medicinal and recreational dispensaries, depending on whether the specific geographical location legally permits recreational marijuana use.

Our target market further includes consumers who are frequent users of the internet, mobile phones and other mobile devices to locate retailers, conduct online research and act on promotions such as daily deals, coupons or discounts.

Industry

According to eMarketer, a provider of digital marketing and media research, worldwide business-to-consumer ecommerce sales will increase by 20.1% in 2014 to reach $1.500 trillion¹. Growth will come primarily from the rapidly expanding online and mobile user bases in emerging markets, increases in mcommerce (mobile commerce) sales, and advancing shipping and payment options. This growth can, in part, be attributed to the proliferation of mobile smartphones and other devices.

According to CCS Insight, a provider of market information, analysis and intelligence, over 6.6 billion mobile phones will be in use by the end of 2017.² Two-thirds of them will be smartphones, up from less than 25 percent in 2012.³ The mobile and media analyst firm expects 1.86 billion mobile phones to be shipped in 2013, of which 53 percent will be smartphones.⁴ At the same time, sales of tablets are rising at a staggering rate. Altogether, global shipments of smart mobile devices (smartphones and tablets) will increase 2.5 times between 2012 and 2017, to reach 2.1 billion units.⁵ CCS Insight predicts that by 2017 the combined number of mobile phones and tablets in use will exceed the world's population.⁶

¹ “Global B2C Ecommerce Sales to Hit $1.5 Trillion This Year Driven by Growth in Emerging Markets.” eMarketer: February 3, 2014. Obtained at http://www.emarketer.com/Article/Global-B2C-Ecommerce-Sales-Hit-15-Trillion-This-Year-Driven-by-Growth-Emerging-Markets/1010575, March 2014.

² “Mobile Phone Sales Will Hit 1.86 Billion in 2013 as Strong Smartphone Growth Continues.” CCS Insight: June 10, 2013. Obtained at http://www.ccsinsight.com/press/company-news/1655-mobile-phone-sales-will-hit-186-billion-in-2013-as-strong-smartphone-growth-continues, March 2014.

³ Ibid.

⁴ Ibid.

⁵ Ibid.

⁶ Ibid.

According to an October 21, 2013 article from eMarketer, mobile devices played a significant part in digital couponing in 2013—more than 28% of people who own a mobile device redeemed a coupon in 2013. Nearly 70% of mobile coupon users will access coupons via their smartphones. eMarketer expects one-third of all smartphone users ages 18 and older, or 42.1 million people, to use a coupon obtained via app, mobile internet, mobile barcode or SMS (text messaging) in 2013. The U.S. adult smartphone coupon user base is up 40.9% in 2013, following 60.6% growth in 2012. New smartphone users, as well as the growing popularity of new mobile apps, local deals, and the integration of couponing into social networks will help fuel increases.¹

We believe that the adoption of location-based technologies will further contribute to this growth. Location-based services provide location-specific services to users whose location is ascertained through GPS or wireless networks. The market for location-based services already stands at $2.9 billion, and is expected to rise to $8.3 billion by 2014, according to market research firm Gartner.² Market research firm ABI is even more bullish on the sector: it predicts that location-based services will generate $14 billion in 2014.³

Finally, the retail marijuana market in the U.S. is estimated at approximately $30 billion, according to a cover story in the financial publication “Barron’s” (Barron’s cover story June 3rd 2013⁴). Currently 21 states and the District of Columbia have legalized marijuana for medicinal use, with Colorado and Washington also approving recreational use. It is predicted that other states will soon follow these trends towards legalizing marijuana for medicinal use and recreational use.

Plan of Operation

On February 11, 2014, we soft launched our website. As of the date of this Report, our website is not fully functional and we are working to further develop the site. Our mobile application for Apple iOS and Android operating systems have been developed and are expected to be released in our second fiscal quarter.

To increase brand awareness and draw traffic to our website and mobile application, the Company will utilize the techniques described herein under the section entitled “Marketing and Advertising.” The Company will also hire an outside marketing firm to gain greater exposure to marijuana dispensaries, deepen our relationships with existing member vendors and attract new dispensaries.

The Company will strive to achieve the following objectives:

Attract consumers in local marijuana markets;

Grow its base of consumers and vendors;

Build the brand into a household name;

Establish itself as a trusted resource for consumers and vendors;

Invest in research and development to improve the features, functionality and technology of our iWeedz platform;

Improve our market intelligence to further customize deals, offers and discounts on cannabis products to meet the needs of our member consumers; and

Expand our business nationally.

Marketing and Advertising

The Company will utilize a variety of marketing and advertising techniques to create a local, community-focused platform for cannabis businesses and consumers, and to raise awareness of the iWeedz brand. These techniques include online methods, traditional methods, and word-of-mouth advertising. The Company will also engage a marketing firm to create and develop strong relationships with marijuana dispensaries.

¹ “Majority of US Internet Users Will Redeem Digital Coupons in 2013.” eMarketer: October 21, 2013. Obtained at http://www.emarketer.com/Article/Majority-of-US-Internet-Users-Will-Redeem-Digital-Coupons-2013/1010313, March 2014

² “Apple, Google Collect User Data.” The Wall Street Journal: April, 22, 2011. Obtained at http://online.wsj.com/article/SB10001424052748703983704576277101723453610.html, March 2014

³ “Why Social Media Should Welcome Location-Based Services.” Businessweek: September 7, 2009. Obtained at http://www.businessweek.com/technology/content/sep2009/tc20090927_138649.htm, March 2014.

⁴ “Should Pot Be Legal?” Barron’s: June 3, 2013. Obtained at http://online.barrons.com/article/SB50001424052748704509304578511261557343002.html#articleTabs_article%3D1, March 2014.

Online methods

Website: The Company will use search engine optimization to draw traffic to its website.

Viral marketing: Viral marketing efforts will include cross-marketing with other websites, publishing videos on video platforms such as YouTube, and establishing a presence and posting regularly on social networking sites, including Facebook, Twitter and Google+.

Proximity marketing: Proximity marketing is the localized wireless distribution of advertising content associated with a particular place. Proximity marketing provides a new path for retailers to reach their target consumers by capitalizing on the activities that consumers are already involved in. Proximity marketing provides a high level of interactivity between the consumer and the specific location market retailer.

Internet advertising: The Company will use a combination of Internet advertising, including cost-per-click, Google AdWords, tags, and banner ads as appropriate. This multi-pronged effort will help generate interest in the Company from the online community and general public.

Traditional methods

Public relations: The Company intends to build a strong public relations campaign via appropriate media outlets. Public relations efforts will include advertising, community support and approval, customer relations, print articles, press releases, and events.

Television advertising: The Company recognizes that television advertising is still an effective means of reaching a large target population. For this reason the Company will advertise on cable channels or area affiliates of major networks such as CBS, NBC, ABC, and Fox.

Word of Mouth

The Company is committed to offering a superior online experience in order to generate a solid and positive reputation within the marijuana industry. It is our goal for iWeedz’s users to recommend the Company’s services to their friends, family members, and professional peers. Through this simple marketing tactic, it is our hope that iWeedz will become recognized as the industry’s online marketplace leader.

Competition

Our primary competitors are WeedMaps and Leafly, who also compete with each other to be the most popular website and application for consumers seeking medical and recreational marijuana. WeedMaps is an online website and mobile application where marijuana consumers connect with other marijuana consumers in their geographic region to locate, discuss and review local cannabis co-operatives, dispensaries, medical doctors and delivery services. Leafly is an online website and mobile application resource that allows users to rate and review different strains of cannabis and cannabis dispensaries. Leafly helps patients determine which cannabis strain is appropriate for their particular symptoms and then directs the patients to dispensaries. Both WeedMaps and Leafly allow users to search for dispensaries and strain availability, but are branded very differently, receive search engine optimization (organic search) traffic from different keywords, and have slightly different visitor demographics. WeedMaps focuses primarily on dispensary locations, while Leafly focuses more on the strains available at dispensaries. Both companies generate revenue by charging dispensaries to upload information about their shops and strain offerings.

We also face significant competition from retailers, deal-based websites, cash back and loyalty websites, search engines, social networks, and comparison shopping websites. Some of these competitors include Groupon, Living Social, Citysearch, Yelp and Google, which offer daily deals from local retailers and/or provide information, reviews and guides in certain geographic areas for various industries, including the marijuana industry.

Many of our actual and potential competitors enjoy substantial competitive advantages over us, such as superior name recognition, substantially greater financial, technical and other resources and longer operating histories in relevant geographies. We believe that we will be able to compete on the basis of our simple and easy to use website and mobile application and our centered attention on the local marijuana industry. We hope that by focusing solely on marijuana, we will be able to become a trusted name for consumers and businesses in the marijuana industry. Further, we will build upon our following strengths:

Free membership for consumers

Social media incorporation

Complex technology made simple

Integration with mobile application

Extensive, categorical searchability

Sleek, user-friendly site design

Focus on local, individual communities

Intellectual Property

The Company acquired an exclusive license to use certain patents, technical information and trademarks for a term of 500 years, pursuant to that certain Patent, Technical Information and Trade Mark License Agreement (the “License Agreement”) with Windward International LLC (“Windward”) dated March 12, 2014.

Government Regulations

We are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet and e-commerce. Existing and future regulations and laws could impede the growth of the Internet or other online services. These regulations and laws may involve taxation, tariffs, subscriber privacy, anti-spam, data protection, content, copyrights, distribution, electronic contracts and other communications, consumer protection, the provision of online payment services and the characteristics and quality of services. It is not clear how existing laws governing issues such as sales and other taxes, libel and personal privacy apply to the Internet as the vast majority of these laws were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised by the Internet or e-commerce. In addition, it is possible that government entities or public interest groups may seek to censor content available on our website and application or may even attempt to completely block our emails or access to our websites. Adverse legal or regulatory developments could substantially harm our business. In particular, in the event that we are restricted, in whole or in part, from operating in certain locations, our ability to increase our customer base may be adversely affected. Currently, we believe we are in compliance with such government regulations and laws.

Additionally, a variety of federal and state laws and regulations govern the collection, use, retention, sharing and security of consumer data. The existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations. In addition, various federal and state legislative and regulatory bodies may expand current or enact new laws regarding privacy matters. For example, recently there have been Congressional hearings and increased attention to the capture and use of location-based information relating to users of smartphones and other mobile devices. We intend to post privacy policies and practices concerning the collection, use and disclosure of member data on our website and application. Several Internet companies have incurred substantial penalties for failing to abide by the representations made in their privacy policies and practices. In addition, several states have adopted legislation that requires businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, Federal Trade Commission requirements or orders or other federal or state privacy or consumer protection-related laws, regulations or industry self-regulatory principles could result in claims, proceedings or actions against us by governmental entities or others or other liabilities, which could adversely affect our business. In addition, a failure or perceived failure to comply with industry standards or with our own privacy policies and practices could result in a loss of consumer members or vendors and adversely affect our business. Federal and state governmental authorities also continue to evaluate the privacy implications inherent in the use of third party web “cookies” for behavioral advertising. The regulation of these “cookies” and other current online advertising practices could adversely affect our business.

Employees

Other than our sole officer and director, we have no significant employees.

WHERE YOU CAN GET ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.W., Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

ITEM 1A.

RISK FACTORS

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

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

We are currently using a portion of our Chief Executive Officer’s home as our corporate headquarters and we use this space free of charge. Currently, this space is sufficient to meet our needs; however, once we expand our business to a significant degree, we will have to find a larger space. We currently do not own any real estate. All communications to the Company may be directed to our Registered Agent, InCorp Services, Inc., at 2360 Corporate Circle, Suite 4000, Henderson, NV 89074-7722, Phone: (702) 866-2500.

ITEM 3.

LEGAL PROCEEDINGS

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

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock

Our Common Stock is currently quoted on the OTC Bulletin Board. Our Common Stock has been quoted on the OTC Bulletin Board since April 24, 2009 under the symbol “ROSV.OB.” Because we are quoted on the OTC Bulletin Board, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

The following table sets forth the high and low bid prices for our Common Stock per quarter for the past two years as reported by the OTCBB for the period from January 1, 2012 through December 31, 2013 based on our fiscal year end December 31. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.


	First Quarter	Second Quarter	Third Quarter	Fourth Quarter
2013 – High	0.01	0.01	0.03	0.03
2013 – Low	0.00	0.00	0.00	0.01
2012 – High	0.01	0.05	0.04	0.01
2012 – Low	0.01	0.01	0.01	0.00

Record Holders

As of December 31, 2013, an aggregate of 41,412,559 shares of our Common Stock were issued and outstanding and were owned by approximately 8 holders of record, based on information provided by our transfer agent.

Recent Sales of Unregistered Securities

On March 6, 2014, the Company issued two hundred thousand (200,000) restricted shares of the Company’s Common Stock to Todd Ellison, pursuant to that certain Advisory Board Agreement (the “AB Agreement”) dated February 12, 2014. A true and correct copy of the AB Agreement is attached hereto as Exhibit 10.16 and is incorporated herein by reference.

On March 14, 2014, the Company issued four million (4,000,000) restricted shares of the Company’s Common Stock to Windward International LLC (“Windward”) pursuant to that certain Patent, Technical Information and Trade Mark License Agreement (the “License Agreement”) by and between the Company and Windward dated March 12, 2014. A true and correct copy of the License Agreement is attached hereto as Exhibit 10.17 and is incorporated herein by reference.

Re-Purchase of Equity Securities

None.

Dividends

We have not paid any cash dividends on our common stock since inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our common stock will be paid in the future.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company has not authorized any securities for issuance under an Equity Compensation Plan.

ITEM 6.

SELECTED FINANCIAL DATA

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

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

RESULTS OF OPERATIONS

Working Capital


	December 31, 2013 $	December 31, 2012 $
Current Assets	4,524	-
Current Liabilities	309,170	247,156
Working Capital (Deficit)	(304,646)	(247,156)

Cash Flows


	Year ended December 31, 2013 $	Year ended December 31, 2012 $
Cash Flows from (used in) Operating Activities	(59,276)	(46,568)
Cash Flows from (used in) Investing Activities	-	-
Cash Flows from (used in) Financing Activities	63,800	45,170
Net Increase (decrease) in Cash during period	4,524	1,398

Operating Revenues

During the years ended December 31, 2013 and 2012, the Company did not record any revenues.

Operating Expenses and Net Loss

Operating expenses for the year ended December 31, 2013 was $67,472 compared with $70,271 for the year ended December 31, 2012. The decrease in operating expenses was attributed to a reduction of professional fees of $3,300 due to lower legal and audit fees as the Company had less SEC press releases and filings during the current year, offset by an increase general and administrative expenses of $501 due to increased costs for transfer agent and filing fees relating to the Company’s cost for XBRL filing.

Net loss for the year ended December 31, 2013 was $67,004 compared with $84,839 for the year ended December 31, 2012. In addition to operating losses, the Company incurred $18,196 of interest expense during the year ended December 31, 2013 compared to $14,568 for the year ended December 31, 2012 relating to an increase in the amount of notes payable during the year. Furthermore, the Company also recorded a forgiveness of $19,100 of accounts payable that was forgiven during the year and also recorded accretion expense of $436 relating to conversion feature of a convertible note.

Liquidity and Capital Resources

As at December 31, 2013, the Company’s cash balance and total assets were $4,524 compared to $nil as at December 31, 2012. The increase was due to financing to the fact that the Company had raised proceeds from financing from issuance of notes payable, of which not all of the funds were spent as at the year-end date.

As at December 31, 2013, the Company had total liabilities of $309,170 compared with total liabilities of $247,156 as at December 31, 2012. The increase in total liabilities was attributed to $15,378 of accounts payable and accrued liabilities for unpaid operating costs and accrued interest on the notes payable, $63,800 increase in notes payable for additional financing received during the year, and $7,500 increase in amounts owing to related parties for unpaid management fees and costs incurred on behalf of the company.

As at December 31, 2013, the Company had a working capital deficit of $304,646 compared with a working capital deficit of $247,156 as at December 31, 2012. The increase in working capital deficit was attributed to the increase in day-to-day obligations incurred by the Company that were unsettled due to limited amounts of cash flow received from financing activities.

Cashflow from Operating Activities

During the year ended December 31, 2013, the Company used $59,276 of cash for operating activities compared to the use of $46,568 of cash for operating activities during the year ended December 31, 2012. The increase in cash used for operating activities was due to an increase in proceeds received from financing activities which were then used for paying outstanding obligations derived from operating activities.

Cashflow from Investing Activities

During the years ended December 31, 2013 and 2012, the Company did not have any cash transactions related to investing activities.

Cashflow from Financing Activities

During the year ended December 31, 2013, the Company received $63,800 of cash from financing activities from the issuance of notes payable compared to $45,170 for the year ended December 31, 2012. The Company received all of its proceeds from issuances of notes payable to both related parties and non-related parties.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Contractual Obligations

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

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Financial Statements

For the Years Ended December 31, 2013 and December 31, 2012


Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Cash Flows	F-5
Statements of Stockholder’s Deficit	F-6
Notes to the Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors

Rostock Ventures Corp.

(An Exploration Stage Company)

We have audited the accompanying balance sheets of Rostock Ventures Corp. (an exploration stage company) as of December 31, 2013 and 2012 and the related statements of operations, changes in stockholders' equity (deficit) and cash flows for the period from January 1, 2009 to December 31, 2013. The financial statements for the period from November 2, 2006 (Inception) to December 31, 2008 were audited by other auditors whose report expressed an unqualified opinion on those statements. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rostock Ventures Corp. as of December 31, 2013 and 2012, and the results of its operations and cash flows for the periods from January 1, 2009 to December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring net losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

April 2, 2014

F-2

ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Balance Sheets


	December 31, 2013 $	December 31, 2012 $

ASSETS

Current assets

Cash	4,524	–

Total Assets	4,524	–

LIABILITIES

Current liabilities

Accounts payable and accrued liabilities	41,789	45,511
Due to related parties	42,069	34,569
Notes payable	55,936	20,500
Notes payable – related party	169,376	146,576

Total liabilities	309,170	247,156

STOCKHOLDERS’ DEFICIT
Preferred Stock
Authorized: 10,000,000 preferred shares with a par value of $0.001 per share
Issued and outstanding: nil preferred shares	–	–

Common Stock Authorized: 100,000,000 common shares with a par value of $0.001 per share
Issued and outstanding: 41,412,559 common shares	41,412	41,412

Additional Paid-In Capital	124,428	114,914

Deficit accumulated during the exploration stage	(470,486)	(403,482)

Total Stockholders’ Deficit	(304,646)	(247,156)

Total Liabilities and Stockholders’ Deficit	4,524	–

(The accompanying notes are an integral part of these financial statements)

F-3

ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Statements of Operations


	For the Year Ended December 31, 2013 $	For the Year Ended December 31, 2012 $	Accumulated from November 2, 2006 (Date of Inception) to December 31, 2013 $

Revenues	–	–	–

Operating Expenses
Consulting fees	–	–	8,662
Foreign exchange gain	–	–	(4,396)
General and administrative	10,172	9,671	138,270
Management fees	24,000	24,000	61,000
Mineral exploration costs	–	–	62,145
Professional fees	33,300	36,600	170,892

Total Operating Expenses	67,472	70,271	436,573

Loss Before Other Income	(67,472)	(70,271)	(436,573)

Other Income

Interest expense	(18,196)	(14,568)	(52,577)
Forgiveness of debt	19,100	–	19,100
Accretion expense	(436)	–	(436)

Net Loss	(67,004)	(84,839)	(470,486)
Net Loss per Share – Basic and Diluted	(0.00)	(0.00)
Weighted Average Shares Outstanding – Basic and Diluted	41,412,559	41,412,559

(The accompanying notes are an integral part of these financial statements)

F-4

ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Statements of Cash Flows


	For the Year Ended December 31, 2013 $	For the Year Ended December 31, 2012 $	Accumulated from November 2, 2006 (Date of Inception) to December 31, 2013 (unaudited) $

Operating Activities

Net loss	(67,004)	(84,839)	(470,486)

Adjustments to reconcile net loss to net cash used in operating activities:

Accretion Expense	436	–	436
Forgiveness of debt	(19,100)	–	(19,100)
Impairment of mineral exploration costs	–	–	22,025
Imputed interest	3,514	3,877	15,419

Changes in operating assets and liabilities:

Accounts payable and accrued liabilities	15,378	9,775	65,889
Due to related party	7,500	24,619	32,119

Net Cash Used In Operating Activities	(59,276)	(46,568)	(353,698)

Investing Activities

Acquisition of mineral properties	–	–	(22,025)

Net Cash Used In Investing Activities	–	–	(22,025)

Financing Activities

Proceeds from related parties	–	–	9,950
Repayment to related parties	–	–	(5,000)
Proceeds from note payable	41,000	24,670	187,576
Proceeds from note payable – related party	22,800	20,500	43,300
Proceeds from issuance of shares	–	–	144,421

Net Cash Provided By Financing Activities	63,800	45,170	380,247

Increase (Decrease) in Cash	4,524	(1,398)	4,524

Cash – Beginning of Period	–	1,398	–

Cash – End of Period	4,524	–	4,524

Non Cash Investing and Financing Activities
Beneficial conversion feature	6,000	–	6,000

Supplemental Disclosures

Interest paid	–	–	–
Income tax paid	–	–	–

(The accompanying notes are an integral part of these financial statements)

F-5

ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Statements of Stockholders’ Deficit

From November 2, 2006 (Date of Inception) to December 31, 2013



	Common Stock		Additional
	Shares	Par Value	Paid-In Capital	Subscriptions Received	Accumulated Deficit	Total
	#	$	$	$	$	$

Balance – November 6, 2006 (date of inception)	–	–	–	–	–	–

Issuance of founders shares	28,000,000	28,000	12,000	–	–	40,000

Cash received for stock subscribed	–	–	–	50,687	–	50,687

Net loss for the period	–	–	–	–	(8,499)	(8,499)

Balance – December 31, 2006	28,000,000	28,000	12,000	50,687	(8,499)	82,188

Shares issued for cash	12,698,273	12,698	41,723	(50,687)	–	3,734

Net loss for the year	–	–	–	–	(54,673)	(54,673)
	–	–
Balance – December 31, 2007	40,698,273	40,698	53,723	–	(63,172)	31,249

Net loss for the year	–	–	–	–	(51,696)	(51,696)
	–	–
Balance – December 31, 2008	40,698,273	40,698	53,723	–	(114,868)	(20,447)

Imputed interest	–	–	1,811	–	–	1,811

Net loss for the year	–	–	–	–	(52,399)	(52,399)
	–	–
Balance – December 31, 2009	40,698,273	40,698	55,534	–	(167,267)	(71,035)

Imputed interest	–	–	2,459	–	–	2,459

Net loss for the year	–	–	–	–	(65,868)	(65,868)

Balance – December 31, 2010	40,698,273	40,698	57,993	–	(233,135)	(134,444)

Shares issued for cash	714,286	714	49,286	–	–	50,000

Imputed interest	–	–	3,758	–	–	3,758

Net loss for the year	–	–	–	–	(85,508)	(85,508)

Balance – December 31, 2011	41,412,559	41,412	111,037	–	(318,643)	(166,194)

Imputed interest	–	–	3,877	–	–	3,877

Net loss for the year	–	–	–	–	(84,839)	(84,839)

Balance – December 31, 2012	41,412,559	41,412	114,914	–	(403,482)	(247,156)

Imputed interest	–	–	3,514	–	–	3,514

Beneficial conversion feature	–	–	6,000	–	–	6,000

Net loss for the year	–	–	–	–	(67,004)	(67,004)

Balance – December 31, 2013	41,412,559	41,412	124,428	–	(470,486)	(304,646)

(The accompanying notes are an integral part of these financial statements)

F-6

ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

Organization and Nature of Operations

Rostock Ventures Corp. (the “Company”) was incorporated in the State of Nevada on November 2, 2006 and is a natural resource exploration and production company engaged in the exploration, acquisition, and development of mineral properties in the United States. The Company is an exploration stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company hold 59 mineral claims in the Tintina Gold Belt in Yukon, Canada and is in the process of exploring these claims, as well as raising additional capital for future acquisitions.

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at December 31, 2013, the Company has not earned revenue, has a working capital deficit of $304,646, and an accumulated deficit of $470,486. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is December 31.

Use of Estimates

The preparation of financial statements in conformity with US GAAP 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 revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of mineral properties, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of December 31, 2013 and 2012, there were no cash equivalents.

Mineral Property Costs

The Company has been in the exploration stage since its formation on November 2, 2006 and has not yet realized any revenues from its planned operations. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

F-7

Summary of Significant Accounting Policies (continued)

Asset Retirement Obligations

The Company follows the provisions of ASC 410, Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.

Basic and Diluted Net Loss per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Foreign currency transactions are primarily undertaken in Canadian dollars. Foreign currency transactions are translated to United States dollars in accordance with ASC 830, Foreign Currency TranslationMatters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

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

Level 2

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

Level 3

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

F-8

Summary of Significant Accounting Policies (continued)

Financial Instruments (continued)

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related party. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.


	Fair Value Measurements Using
	Quoted prices in active markets for identical assets (Level 1) $	Significant other observable inputs (Level 2) $	Significant unobservable inputs (Level 3) $	Balance, December 31, 2013 $	Balance, December 31, 2012 $
Cash	4,524	–	–	4,524	–
Total assets measured at fair value	4,524	–	–	4,524	45,511

Accounts payable and accrued liabilities	41,789	–	–	41,789	34,569
Due to related parties	42,069	–	–	42,069	20,500
Notes payable	55,936	–	–	55,936	146,576
Notes payable – related party	169,376	–	–	169,376	247,156
Total liabilities measured at fair value	309,170	–	–	309,170

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2013 and 2012, the Company has no items representing comprehensive income or loss.

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. As at December 31, 2013 and 2012, the Company did not grant any stock options.

F-9

Recent Accounting Pronouncements

In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements.

In February 2013, Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income (but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period); and

Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the FASB determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of this standard did not have a material effect on the Company’s financial statements.

F-10

Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements (continued)

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114., Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of this standard did not have a material effect on the Company’s financial statements.

The Company has implemented all new accounting pronouncements that are in effect that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial statements.

Notes Payable and Convertible Notes Payable

As at December 31, 2013, the Company owes $134,244 (2012 - $111,444) of notes payable to shareholders of the Company. The amounts owing are unsecured, due interest ranging from 6-10% per annum, and are due on demand. As at December 31, 2013, accrued interest of $31,725 (2012 - $20,559) has been recorded in accrued liabilities.

As at December 31, 2013, the Company owes $35,131 (2012 - $35,131) of notes payable to shareholders of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand. As at December 31, 2013, the Company has recorded imputed interest calculated at 10% per annum, of $15,419 (2012 - $11,905) which is recorded as additional paid-in capital.

As at December 31, 2013, the Company owes $55,500 (2012 - $20,500) of notes payable to non-related parties. The amounts owing is unsecured, due interest at 10% per annum, and due on demand. As at December 31, 2013, the Company has recorded accrued interest of $5,344 (2012 - $1,915) has been recorded in accrued liabilities.

On November 8, 2013, the Company entered into a loan agreement with a non-related party for proceeds of $6,000. The amount owing is unsecured, due interest at 10% per annum, is due on November 8, 2015 and is convertible into common shares of the Company at $0.005 per share. As the loan is convertible into common shares at a fixed conversion price, the Company recorded beneficial conversion feature of $6,000 and during the year ended December 31, 2013, recorded accretion expense of $436. As at December 31, 2013, the carrying value of the note payable is $436 (2012 - $nil) and accrued interest of $87 (2012 - $nil) has been recorded in accrued liabilities.

Related Party Transactions

As at December 31, 2013, the Company owed $42,069 (2012 - $34,569) to the President and Director of the Company. The amount owing is unsecured, non-interest bearing, and due on demand.

During the year ended December 31, 2013, the Company incurred $24,000 (2012 - $24,000) of management fees to the President and Director of the Company, of which the Company paid $16,500 (2012 - $5,231) to the President and Director of the Company. The Company is committed to monthly management fees of $2,000 per month.

Common Shares

On June 6, 2011, the Company issued 714,286 common shares at $0.07 per share for proceeds of $50,000.

On January 14, 2009, the Company authorized a forward stock split of its issued and outstanding common shares. The effects of the forward stock split increased the number of issued and outstanding common shares from 5,814,039 common shares to 40,698,273 common shares and has been applied on a retroactive basis.

On November 2, 2006, the Company issued 12,698,273 post-split common shares for proceeds of $54,421.

On November 2, 2006, the Company issued 28,000,000 post-split common shares for proceeds of $40,000.

F-11

Forgiveness of Debt

During the year ended December 31, 2013, the Company recorded a gain on forgiveness of debt of $19,100 (2012 - $nil) relating to professional fees incurred that have now been forgiven.

Income Taxes

The Company has $470,050 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2026. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 34% to net loss before income taxes. As at December 31, 2013, the Company had no uncertain tax positions.


	December 31, 2013 $	December 31, 2012 $

Net loss before taxes	67,004	84,839
Statutory rate	34%	34%

Computed expected tax recovery	22,781	28,845
Change in valuation allowance	(22,781)	(28,845)

Income tax provision	–	–

The significant components of deferred income tax assets and liabilities as at December 31, 2013 and 2012, after applying enacted corporate income tax rates, are as follows:


	2013 $	2012 $

Net operating losses carried forward	159,817	137,184
Permanent differences and other	148	–
Valuation allowance	(159,965)	(137,184)

Net deferred tax asset	–	–

Subsequent Events

We have evaluated subsequent events through to the date of issuance of the financial statements, and did not have any material recognizable subsequent events after December 31, 2013 with the exception of the following:

On February 5, 2014, the Company entered into a loan agreement with a non-related party for proceeds of $10,000. The amount owing is unsecured, due interest at 10% per annum, and is due on February 5, 2016. The loan is convertible into common shares of the Company at a conversion price of $0.005 per share.

On February 12, 2014, the Company authorized the issuance of 200,000 common shares to a member of the Company’s Board of Advisors for services relating to business and technology strategy issues. The common shares were issued on March 6, 2014.

On March 12, 2014, the Company entered into a license agreement (the “Agreement”) with Windward International LLC. Under the terms of the Agreement, the Company acquired an exclusive license to use certain assets including patents, technical information and trademarks in exchange for the issuance of 4,000,000 common shares of the Company and a 2% royalty of all net sales derived from the assets. The common shares were issued on March 14, 2014.

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ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2013. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013, using the criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2013, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

We did not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

We did not maintain appropriate cash controls – As of December 31, 2013, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

We did not implement appropriate information technology controls – As at December 31, 2013, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

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Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework issued by COSO.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2013, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Continuing Remediation Efforts to Address Deficiencies in Company’s Internal Control Over Financial Reporting

Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:

Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors.

We will appoint additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification of Director(s) and Executive Officer(s)

The following table sets forth the name(s) and age(s) of our current director(s) and executive officer(s):

Name

Age

Position(s) Held

Date of Appointment

Other Public Company Directorships Held

Gregory Rotelli

President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

May 10, 2011

Independence Energy Corp.

Eclipse Identity Recognition Corp.

Term of Office

Each of our directors is appointed to hold office until the next annual meeting of our stockholders and until his/her respective successor is elected and qualified, or until he/she resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

Background and Business Experience

The business experience during the past five years of each of the persons presently listed above as an Officer or Director of the Company is as follows:

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Gregory Rotelli – Mr. Rotelli has over 25 years’ experience in senior management for both public and early-stage private companies. Since 2006, Mr. Rotelli has been a Principal of Pacific Coast Capital Group, LLC. He was the former Chief Operating Officer for Direct Stock Market, an online investment bank for emerging growth venture capital financing. From 1995 to 1997, Mr. Rotelli was influential in helping Indie Music Online, where he supported local and individual artist in establishing their online presence and giving them an avenue to let consumers listen and buy un-discovered and un-represented music on-line. Furthermore, Mr. Rotelli was Senior Vice President of Marketing for System Integrators leading the New Media Division for Newspapers to have an Internet presence from decades of legacy software and out dated platforms, which included, but not limited to-- Financial Times London, Reuters World Wide Wire Service, Oftenposten in Norway, Le Monde in Paris, Los Angeles Times and a majority of the largest publishers in the world. Mr. Rotelli was also Senior Vice President of US Search, the largest people and background search company on the Internet. His broad range of talent spans operational management, Internet development, new media strategy and capital acquisition. Mr. Rotelli has advised and negotiated in structured financings and early stage investment capital raising as well as numerous mergers and acquisitions. Mr. Rotelli has held lead positions in technology start-ups as well as with established technology and public companies. Mr. Rotelli currently serves on the boards of directors and strategic advisory boards of several technology, Internet, oil & gas, financial services and healthcare medical device companies.

Identification of Significant Employees

We have no significant employees other than Gregory Rotelli, our sole officer and director.

Family Relationships

There are no family relationships among our officers, directors or persons nominated for such positions.

Involvement in Certain Legal Proceedings

During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

(1)

A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2)

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.

Engaging in any type of business practice; or

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4)

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

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(5)

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6)

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7)

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation; or

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8)

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee and Audit Committee Financial Expert

The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s Board of Directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Code of Ethics

We have adopted a Code of Ethics (the “Code”) that applies to our directors, officers and employees, including our Chief ExecutiveOfficer and Chief Financial Officer. A written copy of the Code is available on written request to the Company.

Compliance with Section 16(a) of the Exchange Act

We do not yet have a class of equity securities registered under the Securities Exchange Act of 1934, as amended. Hence, compliance with Section 16(a) thereof by our officers and directors is not required.

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ITEM 11.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation paid to our executive officers during the twelve month periods ended December 31, 2013 and 2012:


Summary Compensation Table
Name and Principal Positions	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation in Earnings ($)	All Other Compensation ($)	Total ($)
Gregory Rotelli – President, CEO, CFO, Secretary, Treasurer, and Director (1)	2013	24,000	Nil	Nil	Nil	Nil	Nil	Nil	24,000
	2012	24,000	Nil	Nil	Nil	Nil	Nil	Nil	24,000

(1)

Mr. Rotelli was appointed as the Company’s Chief Executive Officer, Chief Financial, Officer, Secretary, Treasurer and Director on May 10, 2011. During the year ended December 31, 2013, Gregory Rotelli accrued $24,000 (2012 - $24,000) in management fees.

Narrative Disclosure to Summary Compensation Table

There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

Outstanding Equity Awards at Fiscal Year-End

No officer(s) or director(s) of the Company received any equity awards, or holds exercisable or unexercisable options, as of the year ended December 31, 2013.

Long-Term Incentive Plans

There are no arrangements of plans in which we provide pension, retirement or similar benefits for director(s) or executive officer(s).

Compensation of Directors

Our directors receive no extra compensation for their service on our Board of Directors.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of March 31, 2014, by: (i) each of our director(s); (ii) each of our named executive officer(s); and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.

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Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership (1) (#)	Percent of Class (2) (%)
Gregory Rotelli (3) 2360 Corporate Circle, Suite 4000 Henderson, NV 89074-7722	Common	0	0.00%
All Officers and Directors as a Group (1)	Common	0	0.00%
Windward International LLC (4) 60 Market Square P.O. Box 364 Belize City, Belize	Common	4,000,000	9.65%

(1)

The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose.Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

(2)

Based on 45,612,559 issued and outstanding shares of our Common Stock as of March 31, 2014.

(3)

Gregory Rotelli, our sole officer and director, does not own any shares of our Common Stock.

(4)

Richard Smith has voting and dispositive control over the 4,000,000 shares of our Common Stock beneficially owned by Windward International LLC.

Changes in Control

There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.

ITEM 13.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related Party Transactions

As at December 31, 2013, the Company owes $42,069 (2012 - $34,569 to the Company’s President and CEO for funding of general operations. The amount owing is unsecured, non-interest bearing, and due on demand.

During the year ended December 31, 2013, the Company incurred $24,000 (2012 - $24,000) of management fees to the President and Director of the Company.

Other than the foregoing, none of the director(s) or executive officer(s) of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

disclosing such transactions in reports where required;

disclosing in any and all filings with the SEC, where required;

obtaining disinterested directors consent; and

obtaining shareholder consent where required.

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Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Director” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, Gregory Rotelli is not an independent director because he is also an executive officer of the Company.

Review, Approval or Ratification of Transactions with Related Persons

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

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES


	Year Ended December 31, 2013		Year Ended December 31, 2012
Audit fees	$	8,800	$	11,600
Audit-related fees	$	nil	$	nil
Tax fees	$	nil	$	nil
All other fees	$	nil	$	nil
Total	$	8,800	$	11,600

Audit Fees

During the fiscal year ended December 31, 2013, we incurred approximately $8,800 in fees to our principal independent accountants for professional services rendered in connection with the audit and review of our financial statements for fiscal year ended December 31, 2013.

During the fiscal year ended December 31, 2012, we incurred approximately $11,600 in fees to our principal independent accountants for professional services rendered in connection with the audit and review of our financial statements for fiscal year ended December 31, 2012.

Audit-Related Fees

The aggregate fees billed during the fiscal years ended December 31, 2013 and 2012 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A) were $nil and $nil, respectively.

Tax Fees

The aggregate fees billed during the fiscal years ended December 31, 2013 and 2012 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $nil and $nil, respectively.

All Other Fees

The aggregate fees billed during the fiscal years ended December 31, 2013 and 2012 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A) were $nil and $nil, respectively.

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PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


Exhibit Number	Description of Exhibit	Filing
3.01	Articles of Incorporation	Filed with the SEC on July 30, 2007 as part of our Registration Statement on Form SB-2.
3.02	Bylaws	Filed with the SEC on July 30, 2007 as part of our Registration Statement on Form SB-2.
10.01	Invoice from Coureur Des Bois for the purchase of 59 claims	Filed with the SEC on November 12, 2009 as part of our Current Report on Form 8-K.
10.02	Assignment Agreementbetween the Company and Marino Specognadated May 10, 2010	Filed with the SEC on May 13, 2010 as part of our Current Report on Form 8-K.
10.03	Promissory Note between the Company and Tucker Investments dated February 23, 2011	Filed with the SEC on April 12, 2012 as part of our Annual Report on Form 10-K.
10.04	Subscription Agreement between the Company and EnavestInternacional S.A. dated May 20, 2011	Filed with the SEC on June 15, 2011 as part of our Annual Report on Form 8-K.
10.05	Promissory Note with Pop Holdings Ltd. Dated April 25, 2012	Filed with the SEC on May 11, 2012 as part of our Quarterly Report on Form 10-Q.
10.06	Promissory Note with Pop Holdings Ltd. dated April 25, 2012	Filed with the SEC on May 11, 2012 as part of our Quarterly Report on Form 10-Q.
10.07	Promissory Note with Pop Holdings Ltd. dated May 14, 2012	Filed with the SEC on September 12, 2012 as part of our Quarterly Report on Form 10-Q.
10.08	Promissory Note with Pop Holdings Ltd. dated November 16, 2012	Filed with the SEC on November 19, 2012 as part of our Quarterly Report on Form 10-Q.
10.09	Promissory Note with Robert Seeley dated February 4, 2013	Filed with the SEC on April 15, 2013 as part of our Annual Report on Form 10-K.
10.10	Promissory Note with Pop Holdings Ltd. dated February 13, 2013	Filed with the SEC on April 15, 2013 as part of our Annual Report on Form 10-K.
10.11	Promissory Note with Pop Holdings Ltd. dated May 7, 2013	Filed with the SEC on August 12, 2013 as part of our Quarterly Report on Form 10-Q.
10.12	Promissory Note with Aspir Corporation dated August 2, 2013	Filed with the SEC on November 8, 2013 as part of our Quarterly Report on Form 10-Q.
10.13	Promissory Note with Aspir Corporation dated September 5, 2013	Filed with the SEC on November 8, 2013 as part of our Quarterly Report on Form 10-Q.
10.14	Convertible Promissory Note with Robert Seeley dated November 8, 2014	Filed herewith.
10.15	Convertible Promissory Note with Robert Seeley dated February 5, 2014	Filed herewith.
10.16	Advisory Board Agreement with Todd Ellison dated February 12, 2014	Filed herewith.
10.17	Patent, Technical Information and Trade Mark License Agreement with Windward International LLC dated March 12, 2014	Filed herewith.
14.01	Code of Ethics	Filed with the SEC on March 29, 2011, as part of our Annual Report on Form 10-K.
16.01	Letter from Malone & Bailey, LLP dated March 9, 2010	Filed with the SEC on March 9, 2010 as part of our Current Report on Form 8-K.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.

II-8


101.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ROSTOCK VENTURES CORP.


Dated: April 4, 2014		/s/ Gregory Rotelli
		By: Gregory Rotelli
		Its: President, CEO, CFO, Secretary, Treasurer and Director

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


Dated: April 4, 2014		/s/ Gregory Rotelli
		By: Gregory Rotelli
		Its: President, CEO, CFO, Secretary, Treasurer and Director

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED

PURSUANT TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS

No annual report to security holders covering the company’s last fiscal year has been sent as of the date of this report.

No proxy statement, form of proxy, or other proxy soliciting material relating to the company’s last fiscal year has been sent to any of the company’s security holders with respect to any annual or other meeting of security holders.

If such report or proxy material is furnished to security holders subsequent to the filing of this Annual Report on Form 10-K, the company will furnish copies of such material to the Commission at the time it is sent to security holders.

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