UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

~~-------------------------------- FORM~~(Mark ~~10-Q~~One) ~~--------------------------------~~[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~(Mark~~For ~~One)~~The Quarterly Period Ended December 31, 2014

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended June 30, 2014

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

For The Transition Period from __________ to _________ Commission file number: 000-27831

~~Commission~~EV CHARGING ~~file~~USA, ~~number:~~ INC. ~~000-27831~~ (Exact name of registrant as specified in its charter)

MILWAUKEE IRON ARENA FOOTBALL, INC. (Exact name of registrant as specified in its charter)

Nevada		91-1947658
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

11415 NW 123 Lane, Reddick, Florida		32686
180 North LaSalle St., 37th Floor Chicago, IL		60601
(Address of principal executive offices)		(~~zip~~Zip code)

(~~786~~312) ~~236~~ 216-~~6434~~5106 (Registrant’s telephone number, including area code) (Former Name, former address and former fiscal year, if changed since last report)

(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~~ 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.

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~June 30~~February 20, ~~2014~~2015, there were 155,892 shares of the Registrant's Common Stock outstanding.

~~MILWAUKEE~~ EV ~~IRON~~CHARGING ~~ARENA FOOTBALL~~USA, INC. ~~For~~Report ~~The~~on Form 10-Q for the Quarterly Period Ended ~~June~~December 3031, 2014

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		31
Item 1.	Financial Statements	31
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	97
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4.	Controls and Procedures	11
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales Ofof Equity Securities ~~And~~and Use Ofof Proceeds.	12
Item 4.	(Removed and Reserved).	12
Item 5.	Other Information	12
Item 6.	Exhibits	12
SIGNATURES		1213

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MILWAUKEE IRON ARENA FOOTBALL, INC.
EV CHARGING USA, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
BALANCE SHEETS
(Unaudited)
	December 31, 2014			June 30, 2014
ASSETS
		June 30, 2014			September 30, 2013
CURRENT ASSETS:
CURRENT ASSETS
Cash	$	353		$	320
Cash	$	270		$	270
TOTAL ASSETS	$	353		$	320
TOTAL CURRENT ASSETS		270			270
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
TOTAL ASSETS	$	270		$	270
CURRENT LIABILITIES:
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Accrued Expenses		7,044			3,607
CURRENT LIABILITIES
Loan Payable - related party		10,000			5,552
Accounts payable and accrued expenses	$	10,196		$	11,474
Note payable - related party		375,000			—
Loan payable - related party		40,928			35,578
TOTAL CURRENT LIABILITIES		392,044			9,159
TOTAL CURRENT LIABILITIES		51,124			47,052
STOCKHOLDERS' DEFICIENCY
TOTAL LIABILITIES		51,124			47,052
Preferred stock A, $.001 par value; 5,000,000 shares authorized issued and outstanding		—			—
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock B, $.001 par value; 5,000,000 shares authorized issued and outstanding		—			—
Preferred stock A, $.001 par value; 5,000,000 shares authorized issued and outstanding		5,000			5,000
Preferred stock D, $.001 par value; 5,000,000 shares authorized issued and outstanding		2,530			2,180
Preferred stock B, $.001 par value; 5,000,000 shares authorized issued and outstanding		5,000			5,000
Common stock, $.001 par value; 500,000,000 shares authorized 155,892 issued and outstanding		156			—
Common stock, $.001 par value; 500,000,000 shares authorized 155,892
Additional paid in capital		24,650			—
shares issued and outstanding		156			156
Deficit accumulated during development stage		(419,027)			(11,019)
Additional paid-in capital		4,204,067			4,204,067
TOTAL STOCKHOLDERS' DEFICIENCY		(391,691)			(8,839)
Accumulated deficit		(4,265,077	)		(4,261,005	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$	353		$	320
TOTAL STOCKHOLDERS' (DEFICIT)		(50,854	)		(46,782	)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$	270		$	270
		—			—

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

Table of Contents

EV CHARGING USA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

		Six months ended December 31, 2014		From Inception (August 27, 2013 to December 31, 2013		Three months ended December 31, 2014		Three months ended December 31, 2013


Revenue	$	—	$	—	$	—	$	—

Operating expense
General and administrative expenses		7,731		4,690		3,184		492
Total Operating expense		7,731		4,690		3,184		492

Loss from operations		(7,731)		(4,690)		(3,184)		(492)

Other expense (income)
Interest expense - related party		121				77
		121		—		77		—

Loss before provision for taxes		(7,852)		(4,690)		(3,261)		(492)

Income tax provision		—		—		—		—

NET LOSS	$	(7,852)	$	(4,690)	$	(3,261)	$	(492)



Basic and diluted loss per common share:	$	(0.05)	$	(0.03)	$	(0.02)	$	(0.00)

Weighted average number of shares outstanding:		155,892		155,892		155,892		155,892

The accompanying notes are an integral part of these financial statements

Table of Contents

EV CHARGING USA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
		Six months ended December 31, 2014		From Inception (August 27, 2013 to December 31, 2013

OPERATING ACTIVITIES:
Net loss	$	(7,852)	$	(4,690)
Adjustments to reconcile net loss to net
cash used in operating activities:

Changes in operating assets and liabilities
Accrued expenses		3,429		52

NET CASH USED IN OPERATING ACTIVITIES		(4,423)		(4,638)

FINANCING ACTIVITIES:
Proceeds from issuance of common stock		—		3,000
Proceeds of loan from related party		4,456		5,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		4,456		8,000

INCREASE IN CASH		33		3,362

CASH - BEGINNING OF PERIOD		320		—

CASH - END OF PERIOD	$	353	$	3,362

The accompanying notes are an integral part of these financial statements

Table of Contents

MILWAUKEE IRON ARENA FOOTBALL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months Ended June 30,						Nine Months Ended June 30,						From re-entry of Development Stage on November 23, 2010 to June 30,
	2014			2013			2014			2013			2014
OPERATING EXPENSES (INCOME)
General and administrative expenses		1,500			2,100			4,072			6,300			60,301
Reimbursment of expenses		—			—			—			—			(40,000	)
Total operating expenses (income)		1,500			2,100			4,072			6,300			20,301
Net Income (Loss)		(1,500	)		(2,100	)		(4,072	)		(6,300	)		(20,301	)
NET LOSS PER BASIC AND DILUTED SHARES		(0.01	)		(0.01	)		(0.03	)		(0.01	)
WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING
BASIC AND DILUTED		155,892			155,892			155,892			155,892

EV CHARGING USA, INC

~~The~~Notes ~~accompanying~~to ~~notes~~Consolidated ~~are an integral part of the condensed financial statements.~~Financial Statements

~~Table~~December of31, ~~Contents 4~~2014

MILWAUKEE IRON ARENA FOOTBALL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
		2014			2013			From re-entry of Development Stage on November 23, 2010 to December 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(4,072	)	$	(4,200	)	$	(20,301	)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Changes in assets and liabilities:
Increase (decrease) in liabilities
Increase (decrease) in accounts payable and accrued expenses		(1,278	)		4,200			(5,704	)
Total adjustments		(1,278	)		4,200			(5,704	)
Net cash used in operating activities		(5,350	)		—			(26,005	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party loan		5,350			—			25,928
Net cash provided by financing activities		5,350			—			25,928
DECREASE IN CASH		—			—			(77	)
CASH - BEGINNING OF PERIOD		270			270			347
CASH - END OF PERIOD	$	270		$	270		$	270

(Unaudited)

~~The~~Note ~~accompanying~~1 ~~notes~~- ~~are~~Business ~~an integral part of the condensed financial statements.~~description

~~Table of Contents 5~~Business

~~Milwaukee~~EV ~~Iron~~Charging ~~Professional~~USA, ~~Arena~~Inc. (“the ~~Football~~Company”) is in the development stage. We sell and service electrical vehicle charging stations. We are initially providing these products and services in the metropolitan Chicago area and plan to expand nationally, starting in the Midwest, ~~Inc.~~as we identify business opportunities and as our financing permits.

On October 27, 2014, the Company completed an Agreement and Plan of Merger that it had entered into with EV USA Charging, Corp. (A“Charging”) ~~Development~~In ~~Stage~~connection with the merger, the sole shareholder of the Charging received 2,180,000 shares of the Company’s Series D Convertible Preferred Stock (“Series D”) in exchange for his shares of in the Company. The merger has been accounted for as a recapitalization, whereby Charging is the accounting acquirer. In connection with the merger, the Company completed a private placement of 350,000 shares of Series D for proceeds of $25,000. Each share of Series D is convertible into and has the voting power of 2,000 shares of Common Stock Also in connection with the merger, the former president and sole director of the Company exchanged 5,000,000 shares of the Company’s Series A Convertible Preferred Stock and 5,000,000 shares of its Series B Convertible Preferred Stock of the Company owned by him and $40,928 of indebtedness owed by the Company to him for a convertible promissory note in the amount of $400,000 and the proceeds of the private placement referred to above, which were applied to the convertible promissory note.

~~Notes~~Note to2 ~~Financial~~– ~~Statements~~Basis of Presentation

The unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These unaudited financial statements have been prepared in accordance with the accounting policies described in the Charging’s audited financial statements for the fiscal year ended June 30, 2014, included in the Current Report on Form 8-K filed by the Company with the SEC on October 29, 2014 (the “Super 8-K”), and ~~2013~~do not include all of the information and footnote disclosures included in our audited financial statements.

1In –the ~~Basis~~opinion of ~~Presentation~~management, the accompanying unaudited financial statements include all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly, in all material respects, the financial condition, results of operations and cash flows for the periods presented. Operating results for the 3 and 6 months ended December 31, 2014, are not necessarily indicative of the results that may be expected for the full fiscal year or any other period. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements included the Super 8-K.

The ~~unaudited,~~Company ~~condensed financial statements~~has ~~have~~elected ~~been prepared pursuant~~ to ~~the~~adopt ~~rules~~early ~~and~~application ~~regulations~~ of ~~the~~Accounting ~~Securities~~Standards ~~and~~Update ~~Exchange Commission (the “SEC”)~~No. ~~These unaudited~~ ~~condensed financial statements have been prepared in accordance with the accounting policies described in our audited financial statements included in our Annual Report on Form 10~~2014-~~K filed with the SEC for the fiscal year ended September 30~~10, ~~2013~~ ~~and~~Development doStage ~~not~~Entities ~~include~~(Topic ~~all information and footnote disclosures included in our audited financial statements. In the opinion~~915): ofElimination ~~management, the accompanying unaudited, condensed financial statements include all adjustments, consisting~~ of ~~normal~~Certain ~~recurring adjustments~~Financial ~~and~~Reporting ~~accruals, necessary to present fairly, in all material respects, the financial condition, results of operations and cash flows for the periods presented~~Requirements. ~~Operating~~ It ~~results~~no ~~for~~longer ~~the~~presents ~~three and nine months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the full fiscal year ending September 30, 2014~~ or ~~any~~discloses ~~other period. Where necessary, information for prior periods has been reclassified~~ inception-to-date ~~conform to the financial statement presentation in the current~~information ~~fiscal year. These unaudited condensed financial statements should be read in conjunction with our audited financial statements~~ and ~~accompanying~~other ~~notes~~remaining ~~included~~disclosure inrequirements ~~our~~of ~~2013~~Topic ~~Annual Report on Form 10-K~~915.

2Note 3 – ~~Nature~~Significant ofaccounting ~~Operations~~policies

Milwaukee Iron Arena Football Inc., formerly known as Genesis Capital Corporation of Nevada, (the “Company”), was incorporated in the State of Colorado in 1983.

We are a shell company whose business strategy is to enter into a reverse merger with an operating business or develop an operating business through internal growth and/or targeted acquisitions of specific businesses.

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Accounting Policy

The Company is considered a development stage company as defined in ASC 915. As a result of an Unwind Agreement from a previous reverse merger on November 23, 2010, the Company re-entered the development stage on this date

Use of Estimates

The preparation of ~~financial~~the financial statements in conformity with ~~U.S.~~Generally ~~generally~~Accepted ~~accepted~~Accounting ~~accounting~~Principles ~~principles~~(“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~~dates of the financial statements and the reported amounts of ~~revenues~~revenue and expenses during the reporting ~~period~~periods. Actual results could differ from those estimates.

~~Making~~Table ~~estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate~~ of ~~the~~Contents effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-confirming events. Accordingly, the actual results could differ significantly from estimates.4

~~Table~~Cash ~~of Contents 6~~

~~Fair~~The ~~Value~~Company ofconsiders ~~Financial~~all short-term ~~Instruments~~highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

~~The~~Start-Up Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:Costs

•In ~~Level~~accordance 1:with ~~Observable~~ASC ~~inputs~~720, “Start-up ~~that~~Costs,” ~~reflect~~the ~~quoted~~Company ~~prices~~expenses ~~(unadjusted)~~all ~~for~~costs ~~identical~~incurred ~~assets or liabilities~~ in ~~active~~connection ~~markets.~~with • Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the ~~assets~~start-up orand ~~liabilities;~~organization of ~~or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3: Unobservable inputs reflecting~~ the Company~~’s assumptions incorporated in valuation techniques used to determine fair value~~. ~~These assumptions are required to be consistent with market participant assumptions that are reasonably available.~~

~~The~~Fair ~~Company's~~Value financial instruments consisted primarily of cash and loans from officer. The carrying amounts of the Company's financial instruments generally approximate their fair values as of June 30, 2014 and September 30, 2013, respectively, due to the short-term nature of these instruments.Measurements

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

The three levels of the fair value hierarchy are described below:

Level 1

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.

The fair value of cash, accrued expenses and loans payable approximates their carrying amounts because of their immediate or short term maturity.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

Table of Contents

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

4Recent Accounting ~~– GOING CONCERN~~Pronouncements

~~As reflected in the accompanying financial~~Management ~~statements,~~has ~~the~~considered ~~Company~~all ~~has~~recent ~~sustained~~accounting ~~net~~pronouncements ~~losses,~~issued ~~has~~since athe ~~working~~last ~~capital~~audit ~~deficit~~ of ~~$50,854~~our ~~and~~financial astatements ~~stockholders’~~and ~~deficit~~believes ofthat ~~$50,854~~they atwill ~~June~~not ~~30,~~have ~~2014.~~a Inmaterial ~~addition,~~effect on the Company’s ~~has~~financial ~~no operating business~~statements.

~~The~~Note ~~ability~~4 of– ~~the~~Going ~~Company to continue as a going concern is dependent on its ability to obtain debt or equity based financing and upon future commencement of operations from the development of its planned business.~~Concern

~~Table~~The accompanying financial statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of ~~Contents~~business. 7The Company has not generated any revenues since inception and its current cash balances will not meet its working capital needs. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its shareholders or the attainment of profitable operations. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. There is no assurance that the Company will be able to generate revenues in the future. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern.

~~The~~Note ~~accompanying~~5 ~~financial statements have~~– ~~been~~Note ~~prepared~~Payable on- aRelated going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.Party

5In –connection ~~RELATED~~with ~~PARTY~~the merger referred to in note 1, the company issued a promissory note in the amount of $400,000, which bears interest at 0.38% per annum and matures October 27, 2015. $25,000 of the note was repaid with the proceeds of the private placement referred to in notes 1 and 7. The note is convertible, upon an event of default as defined therein, into shares of the Company’s Common Stock at 50% of its then current market price.

~~The~~Note ~~loan~~6 ~~payable~~ – ~~related party represents~~ ~~amounts~~Loan ~~advanced~~Payable ~~to the Company from its Chief Executive Officer. These amounts are non~~-~~interest~~ ~~bearing~~Related ~~and are due on demand.~~ Party

6Charging –has ~~STOCKHOLDERS’~~entered ~~EQUITY~~into a loan agreement with its former sole shareholder whereby he will loan Charging funds, as required, to operate its business. The term of the loan is indefinite and can be repaid at any time in part or in full. The loan bears interest at 3.25% per annum. For the period from inception (~~DEFICIT~~August 27, 2013) to December 31, 2014, he has loaned an aggregate of $10,000 to Charging. Interest expense accrued on the loan was $121 and $77 for the 6 and 3 months ended December 31, 2014, respectively.

AsNote of7 ~~June~~– ~~30, 2014 and September 30, 2013,~~Stockholders’ ~~respectively, the Company had issued 5,000,000 of its preferred stock series A shares and 5,000,000 of its preferred stock series B shares.~~Equity

~~There~~In ~~were~~connection ~~500,000,000~~with ~~shares~~merger ofreferred to ~~common~~in ~~stock authorized~~note 1, ~~with 155~~2,~~892~~180,000 shares ~~issued~~of ~~and~~Series ~~outstanding~~D atwere ~~June~~issued ~~30,~~to ~~2014~~the ~~and~~sole ~~September~~shareholder ~~30,~~of ~~2013,~~Charging ~~respectively.~~in ~~The par value for~~ the ~~common~~reverse ~~stock is $~~merger.~~001 per share.~~

7Also –in ~~INCOME~~connection ~~TAXES~~with the merger, the Company completed a private placement of 350,000 shares of Series D for proceeds of $25,000.

	June 30, 2014			September 30, 2013
Deferred tax assets	$	(1,022,700	)	$	(1,021,300	)
Deferred tax valuation allowance		1,022,700			1,021,300
Net deferred tax assets	$	—		$	—

Note 8 – Income Taxes

~~Due~~As toof ~~the~~December ~~uncertainty~~31, of2014 ~~utilizing~~ the ~~approximate~~ ~~$2,922,140~~Company ~~and~~has approximately $219,~~918,068~~500 inof federal and state net operating ~~losses,~~loss ~~for~~carryovers ~~the~~(“NOLs”) ~~years~~which ~~ended~~begin ~~June~~to ~~30,~~expire in ~~2014~~2033. ~~and~~Utilization ~~September~~of ~~30,~~the ~~2013,~~NOLs ~~and~~may ~~recognizing~~be subject to limitation under the ~~deferred~~ ~~tax~~Internal ~~assets,~~Revenue anCode ~~offsetting~~Section ~~valuation~~382 ~~allowance~~should ~~been~~there ~~provided~~be a greater than 50% ownership change as determined under regulations.

~~The~~Table ~~Company~~of ~~files~~Contents tax returns that are subject to audit by tax authorities beginning with the year ended September 30, 2009. The Company’s policy is to classify assessments, if any, for tax and related interest and penalties as tax expense.6

8In –assessing ~~SUBSEQUENT~~the realization ~~EVENTS~~ of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

InNote ~~accordance~~9 ~~with~~– ~~ASC Topic 855-10, The Company~~Subsequent has analyzed its operations subsequent to June 30, 2014 to the date these financial statements were issued, and has determined that it does not have material subsequent events to disclose in these financial statements.Events

~~Table~~Management has evaluated events occurring after the date of ~~Contents~~these 8financial statements through the date that these financial statements were available to be issued.

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

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S FINANCIAL STATEMENTS AND THE NOTES TO THOSE STATEMENTS AND OTHER FINANCIAL INFORMATION APPEARING ELSEWHERE IN THIS REPORT.

General

~~Milwaukee~~We ~~Iron~~are ~~Arena~~in the business ~~Football~~of ~~Inc.,~~providing ~~formerly~~electric ~~known~~vehicle as(“EV”) ~~Genesis~~charging ~~Capital~~services ~~Corporation~~and ofcharging ~~Nevada~~stations, ~~(the~~enabling ~~“Company”~~EV ordrivers ~~“we”~~to orrecharge ~~“us”~~their orvehicles ~~“our”),~~easily ~~was~~at ~~incorporated~~commercial locations or in ~~the~~their ~~State~~own ofgarages. ~~Colorado~~Our headquarters are in ~~1983~~Chicago, ~~under~~Illinois. ~~the~~We ~~name~~are ~~Bugs,~~initially ~~Inc.,~~providing our ~~for~~products and services in the ~~purpose~~metropolitan ofChicago ~~using~~area ~~microbial~~ and ~~other~~plan ~~agents~~to expand nationally, ~~including~~starting ~~metallurgy~~in the Midwest, toas ~~enhance~~we ~~oil~~identify business opportunities and ~~natural~~as ~~gas~~our ~~production~~financing ~~and~~permits. toWe ~~facilitate~~perceive, ~~the~~but ~~recovery~~cannot ofassure, ~~certain~~that ~~metals~~there will be an increasing demand for our products and services.

~~For the past several~~The ~~years,~~Company wewas ~~have~~incorporated ~~had~~in nothe ~~revenue~~State ~~and have been a shell company. We intend to seek to acquire assets or shares~~ of anColorado ~~entity actively engaged~~ in ~~business which generates revenues~~1983, inunder ~~exchange~~the ~~for~~name ~~our~~Bugs, ~~securities~~Inc. ~~Our~~In ~~purpose is to seek~~1999, ~~investigate~~it ~~and,~~was ifredomiciled ~~such investigation warrants, acquire an interest in business opportunities presented~~ to ~~us by persons or firms who or which desire to seek~~ the ~~perceived advantages that we may offer. We will not restrict our search to any specific business, industry, or geographical~~State ~~location~~of ~~and~~Nevada wethrough ~~may participate in~~ a ~~business venture of virtually any kind or nature~~merger. ~~This~~After ~~discussion~~this ofmerger, ~~the~~it ~~proposed~~was ~~business is~~known ~~purposefully~~as ~~general~~Genesis ~~and~~Capital isCorporation ~~not meant to be restrictive~~ of ~~our~~Nevada ~~virtually unlimited discretion to search for~~ and ~~enter~~Milwaukee ~~into~~Iron ~~potential~~Arena ~~business~~Football, ~~opportunities~~Inc. ~~Management~~For ~~anticipates~~several ~~that~~years itprior ~~may be able~~ to ~~participate~~the inmerger ~~only~~described ~~one~~below, ~~potential~~the ~~business~~Company ~~venture~~was ~~because we~~a ~~have~~shell ~~nominal assets and limited financial resources~~company.

~~RESULTS~~On OFAugust 20, ~~OPERATIONS~~2014, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) among itself, ~~THREE~~MWKI ~~MONTHS~~Acquisition, ~~ENDED~~Inc., ~~JUNE~~an 30Illinois corporation and the Company’s wholly owned subsidiary (“Acquisition”), and EV Charging USA, Corp., an Illinois corporation (“Charging”). This agreement was amended on August 28, 2014, October 2, 2014, and October 23, 2014, and, as so amended, is referred to as the “Merger ~~COMPARED~~Agreement.” TOUnder ~~THREE~~the ~~MONTHS~~terms ~~ENDED~~of ~~JUNE~~the 30Merger Agreement, ~~2013~~the Company agreed to acquire Charging as its wholly owned subsidiary by merging Acquisition with and into Charging, such that the Company would acquire all of the outstanding shares of Charging and the sole holder of the shares of Charging immediately prior to the Merger would receive 2,180,000 shares of Series D. Each share of Series D is convertible into 2,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), such that upon such conversion, the holders of the outstanding shares of Charging immediately prior to the Merger would own 4,360,000,000 shares of Common Stock. The Company has insufficient authorized shares of Common Stock available for such conversion, and accordingly, it cannot take place until it completes corporate action to authorize additional shares of Common Stock; it is required to take such action by December 31, 2015. Upon the authorization of the additional shares (the “Automatic Conversion Event”), such conversion will occur automatically. On December 22, 2014, the Company filed a definitive information statement with the SEC relating to such authorization, and has sent it to shareholders. The Company will file the amendment to its articles of incorporation required to authorize such additional shares and the Automatic Conversion Event will occur in the near future.

The merger contemplated by the Merger Agreement is referred to as the “Merger.”

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On October 27, 2014, the transactions contemplated by the Merger Agreement were closed and on the same day, the Merger was consummated by the filing of a certificate of merger with the Secretary of State of the State of Illinois, upon which the Company acquired Charging as its wholly owned subsidiary. Going forward, since we had no operations prior to the consummation of the Merger, our business will be that of Charging only. A description of our business appears below under the caption “Description of Business.” Our long-term goals are to continue the development of the business conducted by Charging initially in the Chicago area and later in the Midwest and nationally and to become a significant factor in the electric vehicle charging market.

Prior to the consummation of the Merger, the Company had 155,892 shares of Common Stock, 5,000,000 shares of Series A Preferred Stock, and 5,000,000 shares of Series B Preferred Stock issued and outstanding. All of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock were held beneficially by Richard S. Astrom, the Company’s former president and sole director. In satisfaction of a condition precedent to the Merger, Mr. Astrom surrendered his shares of Series A Preferred Stock and Series B Preferred Stock to the Company, extinguished the Company’s indebtedness to him and agreed to indemnify the Company from and hold it harmless against certain other liabilities, all in exchange for (i) its issuance to him of a promissory note in the principal amount of $400,000.00 secured by a pledge agreement and (ii) its prepayment to him of $25,000.00 of the principal amount of the promissory note. After these shares of Series A Preferred Stock were surrendered, they were canceled and the Company filed with the Secretary of State of the State of Nevada a certificate withdrawing the certificate of designation establishing the Series A Preferred Stock. At the closing under the Merger Agreement, all of the outstanding shares of Series B Preferred Stock were surrendered and have been canceled. The Company has filed with the Secretary of State of Nevada a certificate withdrawing the certificate of designation of this series.

In satisfaction of a condition precedent to the Merger, the Company completed a private placement in which it received $25,000 and issued 350,000 shares of Series D (the “Private Placement”).

After the Merger and Private Placement, the Company had 155,892 shares of Common Stock and 2,530,000 shares of Series D outstanding. Upon the full conversion of the Series D. the Company will have 5,060,155,892 shares of Common Stock outstanding.

Each share of Series D entitles the holder to cast a number of votes equal to the 2,000 shares of Common Stock into which it is convertible on all matters upon which holders of Common Stock are entitled to vote. Since all of the shares of Series D are convertible into 5,060,000,000 shares of Common Stock, the holders thereof will be able to cast a like number of votes. One of the holders of the Series D, Brian C. Howe, our president and sole director, owns 2,180,000 such shares and will be able to cast 4,360,000,000 votes; thus, he has voting control of the Company.

As a result of the Merger, the Company became a development stage company engaged in the business described above.

Organization

As a result of the Merger, the Company is the parent of Charging.

Change of Corporate Name

On October 21, 2014, the Company changed its corporate name from “Milwaukee Iron Arena Football, Inc.” to “EV Charging USA, Inc.” by merging a wholly owned subsidiary of the Company that had the latter name into the Company, with the Company as the surviving corporation and in connection with the merger, amending the articles of incorporation to effect the change of name without a vote of the Company’s shareholders, as permitted by Nevada law. This subsidiary had no assets or operations.

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Accounting Treatment

The Merger has been accounted for as a “reverse merger.” Consequently, the assets and liabilities and the historical operations that were reflected in the Company’s financial statements prior to the Merger are those of Charging and have been recorded at the historical cost basis of Charging, and the consolidated financial statements after completion of the Merger include the assets and liabilities of the Company and Charging, historical operations of Charging and operations of Charging from the closing date of the Merger. As a result of the issuance of the shares of Series D upon the consummation of the Merger, a change in control of the Company occurred on the date of consummation of the Merger. The Company was a “smaller reporting company,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the Merger and continues as such following the Merger.

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2014
COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2013

Revenues

~~Revenues~~We had no revenues for the three months ended ~~June~~December 3031, 2014, ~~were~~and ~~$0.00 compared to $0.00~~ for the three months ended ~~June~~December 3031, 2013., ~~No revenue was reported for these periods~~ because we ~~are~~were a ~~non-operating~~development stage company.

Operating Expenses

Operating expenses for the three months ended ~~June~~December 3031, 2014, were $13,~~500~~184, compared to $~~2,100~~492 for the three months ended ~~June~~December 3031, 2013. Operating ~~expenses~~ ~~decreased~~expenses ~~slightly~~increased ~~due~~in the later period to ~~lower~~higher general and administrative expenses associated with the Merger.

Interest

We had interest expense of $77 for the three months ended December 31, 2014, compared to $0.00 for the three months ended December 31, 2013.

Net Loss

We had a net loss ~~from continuing operations~~ of $13,~~500~~261 for the three-month period ended ~~June~~December 3031, 2014, as compared to ~~a loss from continuing operations of~~ $~~2,100~~492 for the three-month period ended ~~June~~December 3031, 2013.

~~NINE~~SIX MONTHS ENDED ~~JUNE~~DECEMBER 3031, 2014 COMPARED TO ~~NINE~~THE ~~MONTHS~~PERIOD ~~ENDED~~FROM ~~JUNE~~INCEPTION 30TO DECEMBER 31, 2013

Revenues

~~Revenues~~We ~~for~~had ~~the~~no ~~nine~~revenues for the six months ended ~~June~~December 3031, 2014, ~~were~~and ~~$0.00~~for ~~compared~~the toperiod ~~$0.00~~that ~~for~~began with the ~~nine~~inception ~~months~~of ~~ended~~the ~~June~~Company 30on August 27, 2013. Noand ended ~~revenue~~December ~~was~~31, ~~reported~~2013 ~~for~~(the ~~these periods~~“Inception Period”), because we ~~are~~were a ~~non-operating~~development stage company.

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Operating Expenses

Operating expenses for the ~~nine~~six months ended ~~June~~December 3031, 2014, were $47,~~072~~731 compared to $64,~~300~~690 for the ~~nine~~Inception ~~months ended June 30, 2013~~Period. Operating expenses increased ~~decreased~~in ~~primarily~~the ~~due~~later period to ~~lower~~higher ~~operating~~general and administrative expenses associated with the Merger.

Interest

We had interest expense of $121 for the six months ended December 31, 2014, compared to $0.00 for the Inception Period.

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Net Loss

We had ana ~~operating~~net loss ~~from continuing operations~~ of $47,~~072~~731 for the ~~nine~~six month period ended ~~June~~December 3031, 2014, as compared to ~~a loss from continuing operations of~~ $64,~~300~~690 for the ~~nine~~Inception ~~month period ended June 30, 2013~~Period.

~~LIQUIDITY~~Going ~~AND CAPITAL RESOURCES~~Concern

AtThe ~~June~~accompanying ~~30,~~financial statements ~~2014,~~have been prepared assuming we ~~had:~~ ~~(i)~~will ~~total~~continue ~~assets~~as ofa ~~$270~~going concern. As discussed in this Current Report and in the notes to our financial statements, ~~consisting~~we ofhave ~~cash~~not generated any revenues since inception, ~~(ii)~~have ~~total~~incurred ~~liabilities~~operating oflosses, ~~$51~~and at June 30,~~124~~ 2014, ~~comprised~~and ~~primarily~~December of31, an2014, ~~officer~~we ~~loan~~had ~~(iii)~~ a working capital ~~deficit~~deficiency of $508,~~854~~839 and ~~(iv)~~$391,691, anrespectively. ~~accumulated~~These ~~deficit~~factors, ofamong $4others,~~265~~ raise substantial doubt about our ability to continue as a going concern. Additionally,~~077~~ our independent registered public accounting firm included an explanatory paragraph in their report on our audited financial statements regarding concerns about our ability to continue as a going concern.

AsOur ofability ~~June~~to ~~30, 2014,~~continue weas ~~owed~~a going concern is dependent upon our ~~officer~~generating ~~$40,928,~~operating ~~which~~cash ~~represents~~flow ~~amounts~~and ~~advanced~~raising capital sufficient to, orfund onoperations. ~~behalf~~Our business ofstrategy may not be successful in addressing these issues, ~~the~~however, ~~Company.~~and ~~This~~if ~~debt~~we ~~has~~cannot nocontinue ~~specific~~as ~~repayment~~a going concern, our ~~terms~~shareholders ~~and~~may islose ~~due~~their onentire ~~demand~~investments.

~~For~~Liquidity ~~the past several years, we have had no source of revenues from which to pay our operating expenses. We have obtained working capital from related party debt,~~ and ~~will require additional capital from the sale of our securities, debt and/or from other sources in order to pay~~ ~~our~~Capital ~~current obligations. There can be no assurance that we will be successful in these efforts.~~ Resources

~~Net~~As of ~~cash~~June ~~used~~30, in2014, ~~operating activities~~and ~~for~~December ~~the~~31, ~~nine~~2014, ~~months~~we ~~ended~~had ~~June~~assets ~~30,~~of ~~2014,~~$320 ~~was~~and $5353,~~350~~ respectively, ~~compared~~all toin ~~net~~ cash, ~~used~~current inliabilities of ~~operating~~$9,159 ~~activities~~and of $0392,044, ~~for~~respectively, ~~the nine~~and ~~months~~shareholders’ ~~ended~~deficiency ~~June~~of 30$8,839 ~~2013~~and $391,691, respectively.

~~Net~~During ~~cash~~these ~~provided by~~periods, ~~financing~~we ~~activities~~had ~~for~~no ~~the~~revenues ~~nine~~and ~~months~~incurred ~~ended~~costs ~~June~~and ~~30,~~expenses ~~2014,~~as ~~was~~set ~~$5,350,~~forth ~~compared to net cash provided by financing activities for the nine months ended June 30, 2013 of $0~~above.

~~Cash~~During the period from ~~Requirements~~inception on August 23, 2013, to June 30, 2014, we expended net cash of $4,638 in operating activities and received net cash of $8,000 from financing activities, while during the six month period ending December 31, 2014, expended net cash of $4,423 in operating activities and received net cash of $4,456 from financing activities.

~~At June~~We ~~30,~~anticipate ~~2014,~~that we will ~~had~~meet ~~an accumulated deficit of $4,265,077. The report from~~ our ~~independent~~ongoing ~~registered~~cash ~~public~~requirements ~~accounting~~by ~~firm~~retaining ~~on our~~income ~~audited financial statements at September 30, 2013, contains an explanatory paragraph regarding doubt~~ as towell ~~our ability to continue~~ as athrough ~~going~~equity ~~concern. As discussed earlier in this report, we are seeking to acquire assets~~ or ~~shares~~debt ~~of an entity actively engaged in business which generates revenues, in exchange for our securities~~financing. We ~~cannot~~estimate ~~predict~~that ~~when, if ever, we will be successful~~our inexpenses ~~this~~to ~~venture~~fund ~~and,~~our ~~accordingly,~~plan weof ~~may be required to cease~~ operations at(see ~~any~~below) ~~time.~~over ~~We do not have sufficient working capital to pay our operating costs for~~ the next 12 months ~~and we~~ will ~~require~~be ~~additional funds to pay our legal~~$4, ~~accounting and other fees associated with our company and its filing obligations under federal securities laws~~637, ~~as well as to pay our other accounts payable generated in the ordinary course of our business~~500. We have no commitments from any party to provide such funds to us. If we are unable to obtain additional capital as necessary until such time as we are able to conclude a business combination, we will be unable to satisfy our obligations and otherwise continue to meet our reporting obligations under federal securities laws. In that event, our stock would no longer be quoted on the OTC Bulletin Board and our ability to consummate a business combination with upon terms and conditions which would be beneficial to our existing stockholders could be adversely affected.

We ~~currently~~ ~~plan~~intend to ~~satisfy~~meet our cash requirements for the next 12 months bythrough ~~borrowing~~a ~~from~~combination ~~affiliated~~of ~~companies~~debt ~~with~~financing ~~common~~and ~~ownership or~~equity ~~control~~financing orby ~~directly~~way ~~from~~of ~~our~~private ~~officers~~placements. We ~~and~~currently ~~directors~~do ~~and~~not wehave ~~believe~~any wearrangements ~~can~~in ~~satisfy~~place ~~our~~to ~~cash~~complete ~~requirements~~any soprivate ~~long~~placements asand there is no assurance that we ~~are~~will ~~able~~be tosuccessful ~~obtain~~in ~~financing~~completing ~~from~~any ~~these~~private ~~parties~~placement or debt financings. WeHowever, ~~currently~~there ~~expect~~is no assurance that ~~money~~any ~~borrowed~~such ~~will~~financing will be ~~used~~available ~~during~~or ~~the~~if ~~next~~available, 12on ~~months~~terms tothat ~~satisfy our~~will ~~operating~~be ~~costs,~~acceptable ~~professional~~to ~~fees~~us. ~~and~~We ~~for~~may ~~general~~not ~~corporate~~raise ~~purposes.~~sufficient Wefunds, or have ~~also~~sufficient ~~been~~retained earnings, ~~exploring~~to ~~alternative~~fully ~~financing~~carry ~~sources~~out our plan of operations.

Plan of Operations
During the next 12 months, we have the following goals and their associated costs, which total $4,637,500:

•

Hire a project manager to oversee installation of charging stations – $90,000.

•

Sales personnel – $90,000.

•

Sell and install 300 Level 2 charging stations – $2,430,000.

•

Sell and install 30 Level 3 charging stations – $1,545,000.

•

Software hosting and data collection fees of $250/unit – $82,500

•

Maintenance of charging stations – $280,000.

•

Office and storage facilities – $40,000.

•

General and administrative expenses – $80,000.

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We will use our limited personnel and financial resources in connection with seeking new business opportunities, including seeking an acquisition or merger with an operating company. It may be expected that entering into a new business opportunity or business combination will involve the issuance of a substantial number of restricted shares of common stock. If such additional restricted shares of common stock are issued, our shareholders will experience a dilution in their ownership interest. If a substantial number of restricted shares are issued in connection with a business combination, a change in control may be expected to occur.

In connection with the plan to seek new business opportunities and/or effecting a business combination, we may determine to seek to raise funds from the sale of restricted stock or debt securities. We have no agreements to issue any debt or equity securities and cannot predict whether equity or debt financing will become available at acceptable terms, if at all.

There are no limitations in our certificate of incorporation restricting our ability to borrow funds or raise funds through the issuance of restricted common stock to effect a business combination. Our limited resources and lack of recent operating history may make it difficult to borrow funds or raise capital. Such inability to borrow funds or raise funds through the issuance of restricted common stock required to effect or facilitate a business combination may have a material adverse effect on our financial condition and future prospects, including the ability to complete a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.

Off-Balance Sheet Arrangements.

We ~~currently~~ ~~do not~~ have ~~any~~no off-balance sheet arrangements.

ITEM 3. 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 information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of ~~June~~December 3031, 2014. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of such date, at a reasonable ~~level~~ level of assurance, in ensuring that the information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is: (i) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, management has concluded that our internal control over financial reporting was not effective as of ~~June~~December 3031, 2014, because while we plan to implement controls and procedures, we have not yet done so. 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 risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. This report does not include an attestation report of our registered public accounting firm regarding internal control over financial ~~reporting~~ reporting pursuant to temporary rules of the Securities and Exchange Commission.

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Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Critical Accounting Policies and Estimates

Use of Estimates

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 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.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings nor is any of our property the subject of any pending legal proceedings.

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 information under this item.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

EXHIBIT NUMBER		DESCRIPTION

31.1		Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Section 302

32.1		Certification of Chief Executive Officer pursuant to Sarbanes-Oxley Section 906

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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.

	By:	/s/ ~~RICHARD~~Brian SC. ~~ASTROM~~Howe
Date: August 12, 2014		Name: Richard S. Astrom
Date: February 20, 2015		Name: Brian C. Howe
		Title: Chief Executive Officer, Principal Accounting Officer, President, Director

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