VIZCONNECT, INC. - Quarter Report: 2015 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended June 30, 2015

For the transition period from _______ to _______.

Commission File Number: 001-35484

136 Dwight Road

Longmeadow, Massachusetts 01106

(Address of principal executive offices (Zip Code)

(855) 849-2666

(Registrant's telephone number, including area code)

______________________________________________________________

 (Former name, former address and former fiscal year, if changed since last report)

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 x No ¨

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

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

As of August 14, 2015, there were 3,575,515,252 shares of common stock, $0.00001 par value per share, issued and outstanding. 

VIZCONNECT, INC.

TABLE OF CONTENTS

FORM 10-Q REPORT

June 30, 2015

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this "Report") 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"). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as "anticipate," "believe," "estimate," "intend," "could," "should," "would," "may," "seek," "plan," "might," "will," "expect," "predict," "project," "forecast," "potential," "continue" negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management, any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS REPORT

When this report uses the words "we," "us," "our," and the "Company," they refer to the combined business of VizConnect, Inc. and its subsidiary, VizConnect LLC. "SEC" refers to the Securities and Exchange Commission.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

See accompanying notes to the unaudited condensed consolidated financial statements

VIZCONNECT, INC. AND SUBSIDARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

See accompanying notes to the unaudited condensed consolidated financial statements

VIZCONNECT, INC. AND SUBSIDARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

See accompanying notes to the unaudited condensed consolidated financial statements

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

(UNAUDITED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for comprehensive presentation of financial position and results of operations.

VizConnect, Inc. (the "Company") was setup as a corporation under the laws of the State of Nevada on October 15, 2010. The Company, through its wholly-owned subsidiary, VizConnect LLC, a Massachusetts limited liability company, provides cloud based marketing services using a combination of mobile video marketing, video storage, and cloud computing in one easy to access system for a monthly fee. The Company's year-end is December 31.

On October 29, 2013, the Company formed a majority owned subsidiary to conduct business solely in Canada. The majority owned subsidiary is included in the consolidated financial statements of the Company at its formation. The non-controlling interest investors have contributed $100,000 into the subsidiary, which represents 20% ownership. The Company owns the remaining 80% of the subsidiary. 

On April 22, 2015, the Company filed a Certificate of Amendment to the Articles of Incorporation in the state of Nevada to increase the authorized shares of Common Stock and Preferred Stock to 5,000,000,000 and 50,000,000, respectively. The Company reduced the par value per share of Common and Preferred Stock from $0.001 to $0.00001 per share.

On May 20, 2015, the Company issued 3,000,000,000 shares of Common Stock to its board of directors converting $30,000 of Accrued Payroll. 

It is management's opinion that all material adjustments (consisting of normal reoccurring adjustments) have been made, which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results expected for the year.

(B) Principal of Consolidation

The accompanying 2015 and 2014 unaudited condensed consolidated financial statements include the accounts of VizConnect, Inc., VizConnect LLC and its 80% owned-subsidiary, VizConnect Canada from the date of incorporation (October 29, 2013).

(C) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include the calculation of deferred revenue during the period and determinations of fair values of certain financial instruments.

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

(UNAUDITED)

(D) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At June 30, 2015 and December 31, 2014, the Company had no cash equivalents.

(E) Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740 "Accounting for Income Taxes ". Under this approach, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and their liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

(F) Software Development Costs

We expense software development costs to be marketed to external users with a useful life of less than one year, before technological feasibility of such products is reached. We have determined that technological feasibility is reached shortly before the release of those products and as a result, the development costs incurred after the establishment of technological feasibility and before the release of those products were not material, and accordingly, were expensed as incurred. Software development costs totaled $893 and $35,696 for the six months ended June 30, 2015 and 2014, respectively. 

(G) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(H) Revenue Recognition

The Company recognizes revenue on arrangements in accordance with FASB ASC No. 605, "Revenue Recognition ". In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. 

The Company recognizes revenue from monthly subscriptions fees in the month in which services are provided. Because a portion of the fees are earned over a month period, any fees collected in which the services are not provided are recorded as deferred revenue.

The Company recognizes revenue from set up fees at the time the initial set up is complete and the fees are earned.

The Company recognizes revenue from distributor membership fees monthly over the one year membership period. Any fees collected in which the services are not provided are recorded as deferred revenue.

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

(UNAUDITED)

(I) Selling Expenses

The Company incurs selling expenses under a "multi-level" compensation plan, which includes commissions for subscription sales made and bonuses for assisting associated distributors in closing initial subscription sales. Commissions are earned from direct sales as well as the sales made through the sales network they have developed. Accrued commissions payable was $21,640 as of June 30, 2015 and December 31, 2014.

(J) Concentrations

As of June 30, 2015 and 2014, respectively, the Company has no customers whose sales account for more than 10% of total sales.

(K) Property and Equipment

Property and equipment is recorded at cost. Additions and betterments are capitalized; maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the asset's estimated useful life, which is 5 years for furniture. Gains and losses on disposal are charged to operations.

(L) Fair Value Measurements

The Company's capital structure includes the use of convertible debt features that are classified as derivative financial instruments. Derivative financial instruments are recognized as either assets or liabilities and are measured at fair value in accordance with FASB ASC 815 "Derivatives and Hedging ". ASC 815 requires that changes in fair value of derivative financial instruments with no hedging designation be recognized as gains (losses) in the earnings statement. Fair value measurement and disclosures are determined in accordance with FASB ASC 820 "Fair Value Measurements and Disclosures ".

FASB ASC 820 establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, the estimates present herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value.

The following inputs are used in the valuation of the financial assets and liabilities.

Level 1 - Inputs represent unadjusted quoted prices for identical assets and liabilities exchanged in active markets.

Level 2 - Inputs include directly or indirectly observable inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities exchanged in active or inactive markets; quoted prices for identical assets or liabilities exchanged in inactive markets; other inputs that are considered in fair value determinations of the assets or liabilities, such as interest rates or yield curves that are observable at commonly quoted intervals, volatilities, repayment speeds, loss severities, credit risks and default rates; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs, because there is little, if any, market activity in the assets or liabilities or related observable inputs that can be corroborated at the measurement date. Measurements of non-exchange traded derivative contract assets and liabilities are primarily based on valuation models, discounted cash flow models or other valuation techniques that are believed to be used by market participants. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in pricing assets and liabilities.

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

(UNAUDITED)

The fair values of financial instruments that include cash and amounts due to related parties were estimated to approximate their carrying values due to the immediate or relatively short maturity of these instruments.

The Company's operations and financing activities are conducted primarily in United States dollars, and as a result are not subject to significant exposure to market risks from changes in foreign currency rates. Management has determined that the Company is not exposed to significant credit risk.

The following is a summary of liabilities measured at fair value on a recurring basis at June 30, 2015:

The following is a summary of liabilities measured at fair value on a recurring basis at December 31, 2014:

The changes in derivatives measured at fair value for which, the Company has used Level 3 inputs to determine fair value at June 30, 2015 are as follows:

The following is a description of the valuation methodology used for liabilities measured at fair value.

Conversion feature liability - The fair value of the derivative instrument was estimated using the Black Scholes option pricing model. (See Note 6)

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

(UNAUDITED)

(M) Re-classifications

Certain amounts from prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company's net loss or cash flows.

(N) Loss per Share

The Company computes net loss per share in accordance with FASB 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 loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, 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 common shares if their effect is anti-dilutive.

The following summarizes potential anti-dilutive shares:

(O) Recent Account Pronouncements

In April 2015, FASB issued Accounting Standards Update ("ASU") No. 2015-03, " Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs", is to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In August 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-15 on "Presentation of Financial Statements Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" . Currently, there is no guidance in U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for public and non-public entities for annual periods ending after December 15, 2016. Early adoption is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

(UNAUDITED)

NOTE 2. GOING CONCERN

The Company had a net loss of $930,527 attributable to common stockholders for the six months ended June 30, 2015, an accumulated deficit of $5,224,759 and a working capital deficit of $2,708,077 as of June 30, 2015. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital through expanding their mobile video platform designed to help social celebrities, businesses and brands and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding through implementing its strategic plans, marketing strategy and sales incentives to expand operations will provide the opportunity for the Company to continue as a going concern.

NOTE 3. NOTES PAYABLE-RELATED PARTY

During 2011, the Company entered into two notes payable for a total of $22,500. The Notes have an interest rate of 10%, are unsecured, and due March 15, 2012. On February 14, 2014, these Notes plus accrued interest were converted into a new Note due on November 14, 2014 with an interest rate of 15% and premium interest of 20% beginning November 14, 2014. During the year ended December 31, 2014, $7,500 was repaid. The Company also converted $4,848 of interest to principal on the Notes. During 2014, the Company entered into two notes payable for a total of $5,000 with no interest, are unsecured, and due on demand. As of June 30, 2015 and December 31, 2014, the total amount outstanding is $24,848. Accrued interest totaled $5,973 and $3,475 as of June 30, 2015 and December 31, 2014, respectively. The maturity date has been extended to August 31, 2015.

NOTE 4. NOTES PAYABLE

During 2011, the Company entered into a note payable for $15,000. The Note has an interest rate of 2% monthly, is unsecured, and due on demand. As of June 30, 2015 and December 31, 2014, the total amount outstanding is $13,000. Accrued interest totaled $12,400 and $10,840 as of June 30, 2015 and December 31, 2014, respectively.

In January, 2014, the Company entered into two notes payable for a total of $20,000. The Notes have an interest rate of 15% per year, are unsecured, have maturity dates that have been extended to May 31, 2015 and are in default. 

In February, 2014, the Company entered into a note payable for $10,000. The Note has an interest rate of 15% per year, is unsecured, the maturity date has been extended to May 31, 2015 and is in default.

In March, 2014, the Company entered into a note payable for $60,000. The Note has a lump sum interest payment due of $4,000, is unsecured, the maturity date has been extended to May 31, 2015 and is in default.

On March 26, 2014, the Company entered into a note payable for $100,000. The Note had an interest rate of 10%, increasing to 20% beginning January 1, 2015, with a late payment premium of 22% on the principal and interest. A lump sum of $10,000 is due upon repayment, and is unsecured. In the second quarter of 2014, the Company accreted $10,000 of the original issuance discount. As of June 30, 2015 and December 31, 2014, the total amount outstanding is $67,671. Accrued interest totaled $15,072 and $0 as of June 30, 2015 and December 31, 2014, respectively. The Note was in default as of March 31, 2015. 

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

(UNAUDITED)

On May 15, 2014, the Company entered into a note payable for $100,000. The Note has an interest rate of 10% with a lump sum of $20,000 due upon repayment, and is unsecured. In the second and third quarters of 2014, the Company accreted $20,000 of the original issuance discount. As of June 30, 2015 and December 31, 2014, the total amount outstanding is $96,302. Accrued interest totaled $4,842 and $0 as of June 30, 2015 and December 31, 2014, respectively. The Note was in default as of March 31, 2015. 

On July 17, 2014, the Company entered into a $75,000 Note with an interest rate of 15%. The Note was in default as of June 30, 2015. 

On October 21, 2014, the Company entered into two notes payable for a total of $20,000. The Notes have lump sum interest payments due totaling $6,667, and are unsecured. The maturity dates have been extended to August 31, 2015. 

On December 4, 2014, the Company entered into a note payable for $5,000. The Note has a lump sum interest payment due of $2,000, is unsecured, the maturity date has been extended to May 31, 2015 and is in default.

NOTE 5. CONVERTIBLE NOTES PAYABLE 

During 2013, the Company received various unsecured convertible loans totaling $215,250 and converted loans payable in the amount of $310,000 to convertible notes payable of which $186,710 were converted to common stock in 2014. These notes have interest rates of 8% and 12% per year and mature on February 6, 2018 and March 1, 2018. During 2013, the Company repaid one convertible note payable in the amount of $42,500. During the first quarter of 2014, the Company received $133,000 of convertible notes payable, one for $75,000 with a discount of $25,000 for a term of three months, and one for $58,000 with an interest rate of 8% per year for a term of eight months. During the first quarter of 2014, the Company repaid loans of $42,500, $59,000 and $32,750 less $9,208 of discount. During the second quarter of 2014, the Company repaid a loan of $42,500. During the third quarter of 2014, the Company received $355,583 of convertible notes payable, one for $55,833 with an interest rate of 12% for a term of two years, one for $78,750 with an interest rate of 8% for a term of one year, one for $68,000 with an interest rate of 8% for a term of nine months, one for $53,000 with an interest rate of 8% for a term of nine months, and two $50,000 notes with interest rates of 12% for terms of six months. During the third quarter of 2014, the Company repaid loans of $58,000 and $75,000. During the fourth quarter of 2014, the Company received $107,000 of convertible notes payable, one for $25,000 with an interest rate of 8% for a term of one year, one for $57,000 with an interest rate of 10% for a term of one year, and one for $25,000 with an interest rate of 12% for a term of six months. During the first quarter of 2015, the Company issued 144,416,526 shares of common stock pursuant to the conversion of $110,308 of Convertible Notes and interest. During the second quarter of 2015, the Company received $3,350 of a convertible note payable with an interest rate of 10% due on demand and $54,500 of convertible preferred stock notes payable with an interest rate of 12%.

The Company is in default on two convertible notes payable dated July 17, 2014 due January 17, 2015 and dated August 25, 2014 due February 25, 2015 for which the note holder has threatened to commence legal proceedings. 

The convertible notes payable can be converted following a holding period provided in the respective promissory notes. The conversion into shares of Common Stock is based upon either i.) the lowest closing price of our stock during certain number of trading days prior to the conversion date, subject to conversion price discounts that vary from 50% to 60% discount, or ii.) conversion price of $0.14 per share. In addition, these notes include price protection terms, which would reset the per-share purchase price if the Company were obligated to convert other liabilities at a lower per share purchase price. The convertible Preferred Stock notes payable can be converted following a holding period into shares of Series B Preferred Stock at $2.50 per share. Each share of Series B Preferred Stock can be converted into shares of Common Stock at par value of $.00001 per share.

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

(UNAUDITED)

The following is a summary of the unsecured convertible loans: 

In Summary, during the first six months ended June 30, 2015 and for the year ended December 31, 2014, the Company received $57,850 and $996,973 of notes payable, respectively, including convertible notes payable, with maturity terms ranging from one month to two years and interest rates from 8% to 15%. The Notes contain various conversion rates and prepayment penalties. For the six months ended June 30, 2015 and the year ended December 31, 2014, the Company has repaid $0 and $430,778 of principal, respectively, and all of the notes have been retired.

Interest and amortization of debt discount recognized for the six month periods ended June 30, 2015 and June 30, 2014 were $294,465 and $517,044 respectively.

NOTE 6. DERIVATIVES

The company has a balance of convertible notes totaling $585,976 with certain investors. The notes can be converted following a holding period provided in the promissory note agreement, and at a set price per share, subject to certain re-set provision. This includes price protection terms, which would reset the per-share purchase price if the Company were obligated to convert other convertible liabilities at a lower per share purchase price.

The derivative liability is recorded at fair value on the Company's financial statements, and any changes in their fair value are included in the consolidated statement of operations as a non-cash item.

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

(UNAUDITED)

The derivative liability is revalued and reported at fair value of $815,893 and $600,271 as of June 30, 2015 and December 31, 2014 respectively.

The fair value of the convertible notes was estimated using the Black Scholes option pricing model with the following assumptions for the six months ended June 30, 2015.

NOTE 7. STOCKHOLDERS' EQUITY

In the first quarter of 2015, the Company issued 144,416,526 shares of common stock pursuant to the conversion of $110,308 Convertible Notes and interest. 

Additional paid in capital was increased by $189,704 for the three months ended March 31, 2015 and $268,717 for the year ended December 31, 2014 for the fair value of Derivative Liability associated with the conversions and repayments of Convertible Notes.

The Company is required to reserve 2,933,008,237 shares of common stock under the convertible note agreements. 

On February 10, 2015, the board of directors of the Company authorized a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock, designating three (3) shares of a new series of preferred stock, par value $0.001 per share, as "Series A Preferred Stock" all of which were issued to our three officers, valued at $0. The Certificate of Designation was filed as an amendment to the Company's Articles of Incorporation with the State of Nevada on February 10, 2015. Holder(s) of outstanding shares of Series A Preferred Stock shall be entitled to the number of votes equal to the total number of Company's common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company. The Certificate was approved by our board and did not require shareholder vote. The Series A Preferred Stock did not have a dividend rate or liquidation preference, and were not convertible into shares of common stock. On the same date, the Company issued one share of Series A Preferred Stock to each of the Company's three Directors. 

On February 26, 2015, the Company issued 1,500,000 shares of Common Stock to an employee with a fair value of $1,800.

On May 20, 2015, the Company issued 3,000,000,000 shares of Common Stock to its board of directors converting $30,000 of Accrued Payroll. 

On May 14, 2014, the Company entered into a one year consulting agreement for 500,000 shares of common stock of which 125,000 vest per quarter. The Company expensed the fair value of $46 related to the portion earned through June 20, 2015.

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

(UNAUDITED)

On May 18, 2015, the board of directors of the Company authorized a Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock, designating 10,000,000 shares of a new series of preferred stock, par value $0.00001 per share, as "Series C Preferred Stock." The Certificate of Designation was filed as an amendment to the Company's Articles of Incorporation with the State of Nevada on May 18, 2015. 

On March 24, 2015, the Company filed a Certificate of Amendment to the Articles of Incorporation in the state of Nevada to increase the authorized shares of Common Stock to 2,000,000,000 having a par value of $0.001. 

On May 29, 2015, the board of directors of the Company authorized a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock, designating 10,000,000 shares of a new series of preferred stock, par value $0.00001 per share, as "Series B Preferred Stock." The Certificate of Designation was filed as an amendment to the Company's Articles of Incorporation with the State of Nevada on May 29, 2015. Holder(s) of the Series B Preferred Stock shall be entitled, among others, conversion rights that may convert each share of Series B Preferred Stock into the number of shares of Company's common stock equal to the price of the Series B Preferred Stock divided by the par value of the Series B Preferred Stock and voting rights equal to ten votes for each share held for any election or matter before the shareholders of the Company.

On April 22, 2015, the Company filed a Certificate of Amendment to the Articles of Incorporation in the state of Nevada to increase the authorized shares of Common Stock and Preferred Stock to 5,000,000,000 and 50,000,000, respectively. The Company reduced the par value per share of Common and Preferred Stock from $0.001 to $0.00001 per share. All share and per share amounts have been retroactively restated in the financial statements.

NOTE 8. RELATED PARTY TRANSACTIONS

During 2011, the Company entered into two notes payable for a total of $22,500. The Notes have an interest rate of 10%, are unsecured, and due March 15, 2012. On February 14, 2014, these Notes plus accrued interest were converted into a new Note due on November 14, 2014 with an interest rate of 15% and premium interest of 20% beginning November 14, 2014. During the year ended December 31, 2014, $7,500 was repaid. The Company also converted $4,848 of interest to principal on the Notes. During 2014, the Company entered into two notes payable for a total of $5,000 with no interest, are unsecured, and due on demand. As of June 30, 2015 and December 31, 2014, the total amount outstanding is $24,848. Accrued interest totaled $5,973 and $3,475 as of June 30, 2015 and December 31, 2014, respectively. The maturity date has been extended to August 31, 2015.

The Company incurred software development expenses during 2013 and 2012 from a company owned by an officer. As of June 30, 2015 and December 31, 2014, the total amount owed to the related vendor is $42,500 and is recorded in accounts payable. 

As of June 30, 2015 and December 31, 2014, commissions were owed to a company owned by the spouses of the officers. The commissions owed to this related party were $4,184 as of June 30, 2015 and December 31, 2014. The total commissions earned during 2014 were $2,821. 

On February 10, 2015, the Company issued one share of Series A Preferred Stock to each member of its board of directors as incentive to continue to assist and provide services to the Company. Holders of the outstanding shares of Series A Preferred Stock shall be entitled to the number of votes equal to the total number of Company's common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company. 

On May 20, 2015, the Company issued 3,000,000,000 shares of Common Stock to its board of directors converting $30,000 of Accrued Payroll. 

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

(UNAUDITED)

NOTE 9. SUBSEQUENT EVENTS 

On July 7, 2015, the Company entered into a $3,500 Convertible Note with an interest rate of 10%, and is due on demand.

On July 16, 2015, the Company entered into a $20,000 Convertible Note with an interest rate of 12%. This note can be converted following a six month holding period into shares of Series B Preferred Stock.

On August 5, 2015, the Company entered into a $2,500 Convertible Note with an interest rate of 12%. This note can be converted following a six month holding period into shares of Series B Preferred Stock.

On August 14, 2015, the Company entered into a $10,000 Convertible Note with an interest rate of 12%. This note can be converted following a six month holding period into shares of Series B Preferred Stock.

On August 5, 2015, the Company issued 192,750,000 shares of common stock pursuant to the conversion of $11,565 Convertible Notes and interest. 

On August 6, 2015, the Company issued 169,800,000 shares of common stock pursuant to the conversion of $8,490 Convertible Notes. 

The Company obtained extensions in the Maturity Dates of notes payable totaling $44,848 until August 31, 2015.

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

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Overview

The Company was incorporated in the State of Nevada on October 15, 2010. VizConnect is a cloud-based, mobile video platform designed to help social celebrities, businesses and brands visually connect with and monetize online fans, followers and customers using mobile and online video. Our proprietary mobile video marketing platform (the "Platform") allows social celebrities and brands to come together in an elegant manner to leverage the power of social followings to create branded video messaging with integrated native advertising that is not invasive to the consumer. We also assist companies across a wide array of industries in utilizing mobile devices and technologies to create targeted branding and advertising campaigns. Our Platform also utilizes unique keyword-activated campaigns that engage mobile users with video and automated call-to-action prompts. This dynamic, cloud-based marketing tool has both large and small business applications, enterprise solutions for large companies and white-label opportunities for marketing and communications firms.

On October 29, 2013, the Company formed a majority owned subsidiary to conduct business solely in Canada. The majority owned subsidiary is included in the consolidated financial statements of the Company at its formation. The non-controlling interest investors have contributed $100,000 into the subsidiary, which represents 20% ownership. The Company owns the remaining 80% of the subsidiary.

On February 10, 2015, the Company issued one share of Series A Preferred Stock to each member of its board of directors, or three (3) shares in total, as incentive to continue to assist and provide services to the Company. Holder(s) of outstanding shares of Series A Preferred Stock shall be entitled to the number of votes equal to the total number of Company's common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company. 

On April 22, 2015, the Company filed a Certificate of Amendment to the Articles of Incorporation in the state of Nevada to increase the authorized shares of Common Stock and Preferred Stock to 5,000,000,000 and 50,000,000, respectively. The Company reduced the par value per share of Common and Preferred Stock from $0.001 to $0.00001 per share.

On May 20, 2015, the Company issued 3,000,000,000 shares of Common Stock to its board of directors converting $30,000 of Accrued Payroll. 

Result of Operations

The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto included elsewhere in this Form 10-Q. 

Three Months Ended June 30, 2015 Compared with Three Months Ended June 30, 2014

Revenue:

Revenue for the three-month period ending June 30, 2015 was $0, compared with $76,254 for the three-month period ending June 30, 2014, reflecting a decrease of 100%. The decrease in revenues was attributable to the reduction in revenue from subscription and distributor membership fees with the unwinding of the network marketing model.

Operating Expenses:

Operating expenses for the three-month period ending June 30, 2015 were $140,420 compared with $515,482 for the three-month period ending June 30, 2014, reflecting a decrease of 73%. The decrease in operating expenses was primarily attributable to a decrease in professional fees due to our need in 2014 for experts specializing in advertising, promotion, and creating brand awareness not utilized in the second quarter 2015. Additionally, the Company did not incur sales commissions and software service fees in the second quarter 2015 corresponding to the reduction in the network marketing revenues.

Loss from Operations:

We incurred losses from operations totaling $140,420 for the three-month period ending June 30, 2015, compared to losses from operations totaling $439,228 for the three-month period ending June 30, 2014, reflecting a decrease of 68%. The decrease in losses from operations was primarily attributable to a decrease in professional fees due to our need in 2014 for experts specializing in advertising, promotion, and creating brand awareness not utilized in the second quarter 2015. Additionally, the Company did not incur sales commissions and software service fees in the second quarter 2015 corresponding to the reduction in the network marketing revenues. 

Other Expense: 

The Company had other expenses for the three-month period ending June 30, 2015 in the amount of $422,064 compared to other expenses of $437,311 for the three-month period ending June 30, 2014. This is comprised of a loss on the change in the market value of a derivative liability of $288,408 for the three-month period ending June 30, 2015, compared with a loss of $83,058 for the three-month period ending June 30, 2014, reflecting an increase of 247% and interest expense of $133,656, compared with $354,253 for the three-month period ending June 30, 2014, reflecting a decrease of 62%. The company has derivative losses in the three-month periods ending June 30, 2015 and June 30, 2014 associated with the fair market value on the company's financial derivatives.

Net loss:

We incurred a net loss of $562,484 attributable to common stockholders for the three-month period ending June 30, 2015, compared to a net loss of $876,539, for the three-month period ending June 30, 2014. The decrease in loss was primarily attributable to a decrease in professional fees due to our need in 2014 for experts specializing in advertising, promotion, and creating brand awareness not utilized in the second quarter 2015 and the decrease in general and administrative expenses primarily attributable to the issuance of common stock to the board of directors for services in 2014. Additionally, the Company did not incur sales commissions and software service fees in the second quarter 2015 corresponding to the reduction in the network marketing revenues. 

Six Months Ended June 30, 2015 Compared with Six Months Ended June 30, 2014

Revenue:

Revenue for the six-month period ending June 30, 2015 was $0, compared with $140,477 for the six-month period ending June 30, 2014, reflecting a decrease of 100%. The decrease in revenues was attributable to the reduction in revenue from subscription and distributor membership fees with the unwinding of the network marketing model.

Operating Expenses:

Operating expenses for the six-month period ending June 30, 2015 were $288,537 compared with $1,850,187 for the six-month period ending June 30, 2014, reflecting a decrease of 84%. The decrease in operating expenses was primarily attributable to a decrease in professional fees due to our need in 2014 for experts specializing in advertising, promotion, and creating brand awareness not utilized in the second quarter 2015 and the decrease in general and administrative expenses primarily attributable to the issuance of common stock to the board of directors for services in 2014. Additionally, the Company did not incur sales commissions and software service fees in the second quarter 2015 corresponding to the reduction in the network marketing revenues.

Loss from Operations:

We incurred losses from operations totaling $288,537 for the six-month period ending June 30, 2015, compared to losses from operations totaling $1,709,710 for the six-month period ending June 30, 2014, reflecting a decrease of 83%. The decrease in losses from operations was primarily attributable to a decrease in professional fees due to our need in 2014 for experts specializing in advertising, promotion, and creating brand awareness not utilized in the second quarter 2015 and the decrease in general and administrative expenses primarily attributable to the issuance of common stock to the board of directors for services in 2014. Additionally, the Company did not incur sales commissions and software service fees in the second quarter 2015 corresponding to the reduction in the network marketing revenues. 

Other Expense: 

The Company had other expenses for the six-month period ending June 30, 2015 in the amount of $641,941 compared to other expenses of $675,204 for the six-month period ending June 30, 2014. This is comprised of a loss on the change in the market value of a derivative liability of $347,476 for the six-month period ending June 30, 2015, compared with a loss of $158,160 for the six-month period ending June 30, 2014, reflecting an increase of 120% and interest expense of $294,465, compared with $517,044 for the six-month period ending June 30, 2014, reflecting a decrease of 43%. The company has derivative losses in the three-month periods ending June 30, 2015 and June 30, 2014 associated with the fair market value on the company's financial derivatives.

Net loss:

We incurred a net loss of $930,527 attributable to common stockholders for the six-month period ending June 30, 2015, compared to a net loss of $2,379,299, for the six-month period ending June 30, 2014. The decrease in loss was primarily attributable to a decrease in professional fees due to our need in 2014 for experts specializing in advertising, promotion, and creating brand awareness not utilized in the second quarter 2015 and the decrease in general and administrative expenses primarily attributable to the issuance of common stock to the board of directors for services in 2014. Additionally, the Company did not incur sales commissions and software service fees in the second quarter 2015 corresponding to the reduction in the network marketing revenues. 

Plan of Operations

VizConnect is a cloud-based, mobile video platform designed to help social celebrities, businesses and brands visually connect with and monetize online fans, followers and customers using mobile and online video. Our proprietary mobile video marketing platform (the "Platform") allows social celebrities and brands to come together in an elegant manner to leverage the power of social followings to create branded video messaging with integrated native advertising that is not invasive to the consumer. We also assist companies across a wide array of industries in utilizing mobile devices and technologies to create targeted branding and advertising campaigns. Our Platform also utilizes unique keyword-activated campaigns that engage mobile users with video and automated call-to-action prompts. This dynamic, cloud-based marketing tool has both large and small business applications, enterprise solutions for large companies and white-label opportunities for marketing and communications firms. 

We are developing our software currently and intend to test the customer market in the third quarter of 2015. With the planned expansion into the social media markets, management is optimistic of expanding growth potential and subsequent revenue realization.

Liquidity and Capital Resources 

Net cash used in operations was $66,292 for the six months ended June 30, 2015 compared to $319,603 for the six months ended June 30, 2014. This decrease was primarily attributable to an increase in Accrued Expenses. 

Net cash from investing activities was $0 for the six months ended June 30, 2015 and 2014. 

Net cash provided by financing activities for the six months ended June 30, 2015 was $57,850 compared to $285,496 for the six months ended June 30, 2014. 

We have substantial capital resource requirements and have incurred significant losses since inception. Our cash and cash equivalents is $2,151, and we have a working capital deficit of $2,708,077 as of June 30, 2015. Despite capital contributions and both related party and third party loan commitments, we may experience cash flow shortages that can slow our expected growth. We have primarily financed our activities from loans from related and third parties. A significant portion of the funds raised from loans from related and third parties have been and will be used to cover working capital needs such as office expenses, software development expenses and various professional fees.

Our cash flow requirements during this period have been met by contributions of capital and debt financing. We anticipate that financing will be required until such time as we are able to generate adequate cash flow from operations to support both our cash needs for normal operations, and to support the cash needs for our investment into additional resources and assets to support our growth. Currently we cannot determine when either will occur and as such we will need to obtain financing to cover our costs for the foreseeable future. We continue to seek financing sources, such as those described herein below, as well as others, in order to continue funding normal operations. However, no assurance can be given that these sources of financing will continue to be available. If we are unable to generate profits, or unable to obtain additional funds for its working capital needs, we may have to curtail normal operations, or cease operations completely.

During the first six months ending June 30, 2015 and for the year ending December 31, 2014, the Company received $57,850 and $996,973 of notes payable, respectively, including convertible notes payable, with maturity terms ranging from one month to two years and interest rates from 8% to 15%. The Notes contain various conversion rates and prepayment penalties. For the six months ending June 30, 2015 and the year ending December 31, 2014, the Company has repaid $0 and $430,778 of principal, respectively.

During the period July through August, 2015, the Company entered into three 12% convertible notes payable totaling $32,500 that can be converted following a six month holding period into shares of Series B Preferred Stock and a 10% convertible note payable for $3,500 due on demand.

Critical Accounting Policies and Estimates

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

Software Development Costs

We expense software development costs to be marketed to external users with a useful life of less than one year, before technological feasibility of such products is reached. We have determined that technological feasibility is reached shortly before the release of those products and as a result, the development costs incurred after the establishment of technological feasibility and before the release of those products were not material, and accordingly, were expensed as incurred. Software development costs totaled $893 and $35,696 for the six months ended June 30, 2015 and 2014, respectively. 

Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC Topic 605, "Revenue Recognition". In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Company recognizes revenue from monthly subscriptions fees in the month in which services are used. Because a portion of the fees are earned over a month period, any fees collect in which the services are not provided are recorded as deferred revenue. The Company recognizes revenue from set up fees at the time the initial set up is complete and the fees are earned. The Company recognizes revenue from distributor membership fees monthly over the one year membership period. Any fees collected in which the services are not provided are recorded as deferred revenue.

Recent Accounting Pronouncements

In April 2015, FASB issued Accounting Standards Update ("ASU") No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs", is to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In August 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-15 on "Presentation of Financial Statements Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern". Currently, there is no guidance in U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for public and non-public entities for annual periods ending after December 15, 2016. Early adoption is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

Going Concern

The Company had a net loss of $930,527 attributable to common stockholders for the six months ended June 30, 2015, an accumulated deficit of $5,224,759 and a working capital deficit of $2,708,077 as of June 30, 2015. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital through expanding their mobile video platform designed to help social celebrities, businesses and brands and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding through implementing its strategic plans, marketing strategy and sales incentives to expand operations will provide the opportunity for the Company to continue as a going concern.

Off-balance Sheet Commitments and Arrangements

We have no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that have, or may have, a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a Smaller Reporting Company and are not required to provide the information under this item.

Item 4. Controls and Procedures.

Disclosure of controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC'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. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by the SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below. 

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following two material weaknesses which have caused management to conclude that as of June 30, 2015 our disclosure controls and procedures were not effective at the reasonable assurance level:

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Changes in internal controls over financial reporting.

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We are a Smaller Reporting Company and are not required to provide the information under this item.

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

During the period April through August, 2015, the Company entered into sixteen 12% convertible notes payable totaling $87,000. These notes can be converted following a six month holding period into shares of Series B Preferred Stock. 

In the first quarter of 2015, the Company issued 144,416,526 shares of common stock pursuant to the conversion of $110,308 Convertible Notes and interest. 

On February 10, 2015, the Company issued one share of Series A Preferred Stock to each member of its board of directors, or three (3) shares in total, as incentive to continue to assist and provide services to the Company.

On February 26, 2015, the Company issued 1,500,000 shares of Common Stock to an employee.

On May 19, 2015, we entered into a convertible note financing transaction for the principal amount of $3,350. This note matures on demand. It bears interest at 10% per annum. The note is convertible into common stock at the lender's option with a conversion rate equal to $0.00005 per share which would result in an additional issuance of 67,000,000 shares of common stock. 

On July 7, 2015, we entered into a convertible note financing transaction for the principal amount of $3,500. This note matures on demand. It bears interest at 10% per annum. The note is convertible into common stock at the lender's option with a conversion rate equal to $0.00001 per share which would result in an additional issuance of 350,000,000 shares of common stock. 

On August 5, 2015, the Company issued 192,750,000 shares of common stock pursuant to the conversion of $11,565 Convertible Notes and interest. 

On August 6, 2015, the Company issued 169,800,000 shares of common stock pursuant to the conversion of $8,490 Convertible Notes. 

The Shares were issued in reliance on exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended (the " Act "). These transactions qualified for exemption from registration because among other things, the transactions did not involve a public offering, each investor was an accredited investor and/or qualified institutional buyer, each investor had access to information about the Company and their investment, each investor took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

Item 3. Defaults Upon Senior Securities.

As of March 31, 2015, Notes totaling $238,973 were in default, and as of May 31, 2015, an additional $95,000 was in default. The Company defaulted on Convertible Notes of $23,403 due January 17, 2015, $8,845 due April 21, 2015, $50,000 due February 25, 2015, and $53,000 due June 10, 2015. Although the Company is in default on repayment terms, notice has been received from one noteholder threatening to commence legal proceedings.

Item 4. Mine Safety Disclosures.

Not applicable

Item 5. Other Information

None.

Item 6. Exhibits

_________________

* Filed herewith.

+ In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

SIGNATURES

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

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