U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

~~QUARTERLY~~ For ~~REPORT~~the ~~UNDER~~quarterly ~~SECTION~~period 13ended ORMay ~~15(d)~~31, ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~2015

~~For~~[ ~~the~~] ~~quarterly~~TRANSITION ~~period~~REPORT ~~ended~~UNDER ~~February~~SECTION ~~28,~~13 ~~2015~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ]

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

Commission file number: 000-55285

~~WBK~~T3 1HOLDINGS, ~~Inc~~INC.

(Exact name of registrant as specified in its charter)

Delaware		47-1738120
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

c/o Toan Thanh Tran
2807 Brahman Dr
Manvel, TX		77578
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (832) 266-2677

N/A

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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of ~~APRIL~~July 1014, 2015, the issuer had 10,000,000 shares of its common stock issued and outstanding.

TABLE OF CONTENTS

PART I
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	1712
PART II
Item 1.	Legal Proceedings	1813
Item 1A.	Risk Factors	1813
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1816
Item 3.	Defaults Upon Senior Securities	1816
Item 4.	~~Mining~~Mine Safety Disclosures	1816
Item 5.	Other Information	1816
Item 6.	Exhibits	1917
	Signatures	2017

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

~~WBK~~T3 1HOLDINGS, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

AS OF ~~FEBRUARY~~MAY 2831, 2015

AND FOR THE PERIOD FROM AUGUST 21, 2014

(DATE OF INCEPTION), TO ~~FEBRUARY~~MAY 2831, 2015

Contents

Financial Statements	Page
Balance Sheets as of February 28, 2015 and August 31, 2014 (unaudited)	4
Balance Sheets as of May 31, 2015, and August 31, 2014 (unaudited)	4
Statements of Operations for the three and six months ended February 28, 2015 and for the period from August 21, 2014 (inception) to February 28, 2015 (unaudited)	5
Statements of Operations for the three and nine months ended May 31, 2015, and for the period from August 21, 2014 (inception) to May 31, 2015 (unaudited)	5
Statements of Cash Flows for the six months ended February 28, 2015 and for the period from August 21, 2014 (inception) to February 28, 2015 (unaudited)	6
Statements of Cash Flows for the nine months ended May 31, 2015, and for the period from August 21, 2014 (inception) to May 31, 2015 (unaudited)	6
Notes to Financial Statements	7
Notes to Financial Statements (unaudited)	7

~~WBK~~T3 1HOLDINGS, INC.

(A Development Stage Company)

Balance ~~Sheet~~Sheets

(unaudited)

	As of February 28, 2015			As of August 31, 2014
	As of May 31, 2015			As of August 31, 2014
ASSETS
Current Assets
Cash	$	-			-
Cash in bank	$	11,100		$	-
Total Current Assets	$	-11,100			-
TOTAL ASSETS	$	-11,100		$	-
LIABILITIES & STOCKHOLDERS’ DECIFIT
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accrued Expense	$	-			-
Payable to stockholder	$	10,590		$	-
Total Current Liabilities	$	-10,590			-
TOTAL LIABILITIES
STOCKHOLDERS’ EQUITY
Stockholders’ Decifit
Preferred stock ($.0001 par value, 5,000,000 shares authorized; none issued and outstanding)		-			-
Preferred stock, ($.0001 par value, 5,000,000 shares authorized; none issued and outstanding.)		-			-
Common stock ($.0001 par value, 50,000,000 shares and 10,000,000 shares authorized as of May 31, 2015 and August 31, 2014, respectively; 10,000,000 shares issued and outstanding as of May 31, 2015 and August 31, 2014)		1,000			1,000
Common stock ($.0001 par value, 10,000,000 shares authorized; 10,000,000 shares issued and outstanding as of February 28, 2015 and August 31, 2014)		1,000			1,000
Less: Subscriptions receivable		-			(705	)
Additional paid in capital		4,215			(705	)
Additional paid-in capital		13,445			-
Deficit accumulated during the development stage		(5,215	)		(295	)
Deficit		(13,935	)		(295	)
Total Stockholders’ Deficit	$	-			-
Total Stockholders’ Equity		510			-
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	-			-
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	11,100		$	-

See Notes to Financial Statements.

~~WBK~~T3 1HOLDINGS, INC.

(A Development Stage Company)

Statements of Operations

(unaudited)

	Three Months Ended February 28, 2015			Six Months Ended February 28, 2015			August 21, 2014 (inception) through February 28, 2015
	Three Months Ended May 31, 2015			Nine Months Ended May 31, 2015			August 21, 2014 (inception) through May 31, 2015
Revenues
Revenues	$	-		$	-		$	-
Revenues	$	-			-			-
Total Revenues		-			-			-
Total Revenues	$	-			-			-
General & Administrative Expenses
Organization and Related Expenses		1,900			4,920			5,215
Legal and Professional Fees		6,500			11,400			11,400
Total General & Administrative Expenses		1,900			4,920			5,215
Other General & Administration Expenses		1,050			2,240			2,535
Net Loss		(1,900	)		(4,920	)		(5,215	)
Total Operating Expenses		7,550			13,640			13,935
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)		-
Net Loss	$	(7,550	)	$	(13,640	)	$	(13,935	)
		-			-			-
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding		10,000,000			10,000,000			-10,000,000

See Notes to Financial Statements.

~~WBK~~T3 1HOLDINGS, INC.

(A Development Stage Company)

Statements of Cash flows

(unaudited)

	Six Months Ended February 28, 2015			August 21, 2014 (inception) through February 28, 2015
	Nine Months Ended May 31, 2015			August 21, 2014 (inception) through May 31, 2015
CASH FLOWS FROM OPERATING ACTIVITES
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(413,~~920~~640	)	$	(513,~~215~~935	)
Net Cash (used in) operating activities		(4,920	)		(5,215	)
Adjustment to reconcile Net Loss to Net Cash Used in operations
CASH FLOWS FROM FINANCING ACTIVITES
Increase in payable to stockholder		10,590			10,590
Contributed Capital		4,920			5,215
Net cash (used in) operating activities		(3,050	)		(3,345	)
Net cash provided by financing activities		4,920			5,215
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in cash		-			-
Issuance of capital stock		-			295
Receipt of subscriptions receivable		705			705
Contributed capital		13,445			13,445
Net cash provided by financing activities		14,150			14,445
Net increase in cash		11,100			11,100
Cash at beginning of period		-			-
Cash at end of period	$	-11,100		$	-11,100
NONCASH INVESTING AND FINANCING ACTIVITES:
Common stock issued as founder's shares	$	-		$	1,000
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest Paid	$	-		$	-
Income Taxes Paid	$	-		$	-

See Notes to Financial Statements.

~~WBK~~T3 1HOLDINGS, INC.

(A Development Stage Company)

Notes to Financial Statements

~~For the Three and Six Months Ended February 28, 2015~~(unaudited)

For the Three and Nine Months Ended May 31, 2015

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

T3 Holdings, Inc., formerly WBK 1 Inc. (the “Company”), was incorporated under the laws of the State of Delaware on August 21, 2014, and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

Amendment to Certificate of Incorporation

On April 24, 2015, the Board of Directors and sole stockholder of the Company approved an amendment to the Company’s Certificate of Incorporation to change the name of the Registrant from WBK 1 Inc. to T3 Holdings, Inc., and to amend the Company’s Certificate of Incorporation to increase the authorized shares from 10,000,000 shares of common stock to 50,000,000 shares of common stock, and to give the Company’s Board of Directors the right to designate and issues various series of preferred stock.

On that date, the stockholder approved the amendment to the Certificate of Incorporation and authorized and directed the officers of the Company to file such amendment with the State of Delaware.

Subsequently, on April 29, 2015, the Company filed a Certificate of Amendment (the “Amendment”) to the Certificate of Incorporation with the Secretary of State of Delaware to change the name of the Company to T3 Holdings, Inc., and to increase the authorized shares from 10,000,000 shares of common stock to 50,000,000 shares of common stock, to authorize the issuance of up to 5,000,000 shares of preferred stock, and to give the Company’s Board of Directors the right to designate and issues various series of preferred stock.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Development Stage Company

The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth in Financial Accounting Standards Board ~~Statement~~(“FASB”) Accounting Standards Codification (“ASC”) 915. Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on August 31.

Use of Estimates

The preparation of financial statements in conformity with 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. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Cash Equivalents

The Company considers all highly liquid ~~investments~~instruments with maturity of three months or less when purchased to be cash equivalents. There ~~are~~were no cash ~~equivalent~~equivalents as of ~~February~~May 2831, 2015, or August 31, 2014.

Income Taxes

Income taxes are provided in accordance with Statement of Financial Accounting Standards No740 (ASC 740), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Income Taxes

Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 740 (ASC 740), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Basic Earnings (Loss) per Share

In February 1997, the FASB issued ASC 260, “Earnings ~~per~~Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective August 21, 2014 (inception).

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

Impact of New Accounting Standards

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.

NOTE 3. GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company is a shell company. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

NOTE 4. RELATED PARTY TRANSACTIONS

~~The~~Contributed ~~officer~~capital ~~and~~in ~~director~~excess of ~~the~~par ~~Company~~value ~~performed services~~ for the ~~Company~~periods ~~during~~ended ~~the~~August ~~period~~31, ~~the~~2014, ~~value~~and ofMay ~~which~~31, 2015, was $~~1,000,~~0 inand ~~exchange for 10~~$13,~~000~~445,~~000~~ ~~shares of common stock~~respectively.

~~Contributed~~The ~~capital~~Company owes the Company’s sole stockholder, Toan T. Tran, for advances to the ~~period~~Company ~~ending~~to pay for legal and professional fees, and other general and administration fees. The total payable amount as of August 31, 2014, and ~~February~~May 2831, 2015 ~~was~~were $~~295~~0 and $510,~~215~~590, respectively.

NOTE 5. ~~SHAREHOLDERS~~STOCKHOLDERS’ EQUITY

~~Upon~~ The ~~formation,~~stockholders’ ~~the~~equity ~~Board~~section of ~~Directors~~the ~~issued~~Company ~~10,000,000~~contains ~~shares of common stock for $1,000 in services to~~ the ~~founding~~following ~~shareholder~~classes of ~~the~~capital ~~Company.~~stock as follows:

The stockholders’ equity section of the Company contains the following classes of capital stock as of

•	Common stock, $ 0.0001 par value: 50,000,000 shares and 10,000,000 shares authorized as of May 31, 2015 and August 31, 2014, respectively; 10,000,000 shares issued and outstanding as of May 31, 2015 and August 31, 2014

•	Preferred stock, $ 0.0001 par value: 5,000,000 shares authorized; none issued and outstanding.

•	Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 10,000,000 shares issued and outstanding
•	Preferred stock, $ 0.0001 par value: 5,000,000 shares authorized; but not issued and outstanding.

NOTE 6. COMMITMENT AND CONTINGENCY

There is no commitment or contingency to disclose during the quarter and nine months ended ~~February~~May 2831, 2015.

NOTE 7. SUBSEQUENT EVENTS

~~Management~~Term ~~has evaluated subsequent events up to and including the date the statements were issued and determined there are no reportable subsequent events.~~Sheet

On June 24, 2015, the Company entered into a term sheet (the “Term Sheet”) with Texas Trans Pacific Energy Advisors, LLC, a Texas limited liability company (“TTPEA”), and Chris Carter. Collectively, the Company, TTPEA, and Mr. Carter are referred to as the “Parties.”

TTPEA is a newly formed entity that was created to provide advisory services to companies in the energy industry. As of the date of the Term Sheet, Mr. Carter owns 100% of TTPEA. Pursuant to the Term Sheet, the Parties agreed that Company will purchase 50% of the ownership of TTPEA for an aggregate purchase price of $30,000. The Company also had previously paid the costs of organization of TTPEA, and agreed to permit TTPEA to use the Company’s office space in Houston for the operations of TTPEA’s business, both of which are also considered to be part of the purchase price. The Company will pay the $30,000 in six monthly installments of $5,000.

The Parties also agreed that once TTPEA has completed one or more business transactions with its third-party clients, the Company will have the right to purchase Mr. Carter’s 50% ownership interest in TTPEA, and that Mr. Carter has the right to determine the timing of the sale of his interest. The Parties also agreed that to the extent that any of TTPEA’s clients pay for TTPEA’s services with equity warrants, Mr. Carter will have the right to retain ownership of 50% of any such warrants, and that TTPEA will retain ownership of the remaining warrants.

The Parties anticipate entering into a definitive agreement for the purchase of the Company’s 50% ownership shortly, and will disclose the terms of such definitive agreement following its execution.

Restatement of Prior Quarterly Reports

On July 8, 2015, the Board of Directors of T3 Holdings, Inc. (the “Company”) determined, after consultation with Company management and the Company's independent registered public accounting firm, Briggs & Veselka Co. (“B&V”), that, based on a recent review of the Company's quarterly reports for the quarters ended November 30, 2014, and February 28, 2015 (collectively, the “Prior Reports”), the Prior Reports had mislabeled certain components of stockholders’ equity and there was an unrecorded expense in the November and February quarter.

In preparation of the Company’s report for the quarter ended May 31, 2015, and upon review of the Company’s prior financial reports, Company management discovered the mislabeled components of stockholders’ equity and the unrecorded expense. As such, the Board of Directors determined to amend and restate the Company’s financial statements for the quarters ended November 30, 2014, and February 28, 2015.

Based on the recommendation of management, the Company's Board of Directors determined that the previously issued financial statements contained in the Company's quarterly reports for the quarters ended November 30, 2014, and February 28, 2015, should no longer be relied upon. The Company has prepared amendments to the Prior Reports, restating the financial statements contained therein, and the amended quarterly reports for the quarters ended November 30, 2014, and February 28, 2015, were filed on July 15, 2015.

The Company does not expect the matters described above to have any effect on the Company's revenues or to have any impact on the Company's cash position or cash flows.

Management has evaluated subsequent events up to and including the date the statements were issued and determined there are no other reportable subsequent events.

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

Results of Operations

Inception to ~~February~~May 2831, 2015, and ~~Six~~Nine Months ~~Ending~~Ended ~~February~~May 2831, 2015, and Three ~~Month~~Months ~~Ending~~Ended ~~February~~May 2831, 2015.

Revenues: For the ~~six~~nine months ended ~~February~~May 2831, 2015, and for the period from August 21, 2014 (inception), to ~~February~~May 2831, 2015, ~~and three months ended February 28, 2015,~~ we have not generated any revenues and remain a development stage company.

Net Loss.: We had a net loss of $513,~~215~~ 935, $413,~~920~~640, and $17,~~900~~550 for the period from August 21, 2014 (inception) to ~~February~~May 2831, 2015, ~~and~~for the ~~six~~nine months ended ~~February~~May 2831, 2015, and for the three months ended ~~February~~May 2831, 2015, respectively. Our net losses were attributable to ~~inception~~payment of Delaware franchise tax and annual filing fees, ~~bank~~legal ~~service~~and professional fees, ~~franchise~~and ~~tax~~other general and ~~annual~~administration ~~filing~~ fees.

Operating Expenses: Our total operating expenses for the period from August 21, 2014 (inception), to ~~February~~May 2831, 2015, were $513,~~215~~935; ,for the ~~six~~nine months ended ~~February~~May 2831, 2015, were $413,~~920~~640; and for the three months ended ~~February~~May 2831, 2015, were $17,~~900~~550.

Total Stockholders’ Equity: Our stockholders’ equity was $0510 as of ~~February~~May 2831, 2015 ~~and $30 as of November 30~~, ~~2014~~ and $0 as of August 2131, 2014.

Liquidity and Capital Resources

As of ~~February~~May 2831, 2015, we had $011,100 in cash and ~~total liabilities. As of November 30~~$10,590 ~~2014, our~~ total ~~assets were $30 and total~~ liabilities ~~were $0~~. As of August 2131, 2014, our total assets and total liabilities were $0.

The Company will attempt to locate and negotiate with aone or more business ~~entity~~entities for the combination of ~~that~~such target ~~company~~companies with the Company. ~~The~~Management anticipates that the combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the ~~"business~~“Business ~~combination"~~Combination”).

InManagement anticipates that in most instances, the target company will wish to structure the ~~business~~Business ~~combination~~Combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.

The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

It is anticipated that any securities issued in any such ~~business~~Business ~~combination~~Combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance.

The Company will participate in a ~~business~~Business ~~combination~~Combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Recent Developments

Amendment to Certificate of Incorporation: Name Change, Increase in Authorized Capital, Preferred Stock

On April 24, 2015, the Board of Directors and sole stockholder of the Company approved the amendment to the Company’s Certificate of Incorporation to change the name of the Registrant from WBK 1 Inc. to T3 Holdings, Inc., and to amend the Company’s Certificate of Incorporation to increase the authorized shares from 10,000,000 shares of common stock to 50,000,000 shares of common stock, and to give the Company’s Board of Directors the right to designate and issues various series of preferred stock.

On that date, the stockholder approved the amendment to the Certificate of Incorporation and authorized and directed the officers of the Company to file such amendment with the State of Delaware.

Change in Auditors

On May 8, 2015, the board of directors (the "Board") of the Company dismissed M&K CPAs, PLLC (“M&K”) as the independent registered public accounting firm for the Company, effective immediately.

Other than an explanatory paragraph included in audit report of M&K for the Company's fiscal year ended August 31, 2014, relating to the uncertainty of the Company's ability to continue as a going concern, the audit report of M&K on the Company's financial statements for the fiscal year ended August 31, 2014, and through May 8, 2015, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company's 2014 fiscal year and through May 8, 2015, the date of the termination of M&K, (1) there were no disagreements with M&K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of M&K, would have caused M&K to make reference to the subject matter of the disagreements in connection with their report, and (2) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Additionally, on May 8, 2015, upon approval of the Board, the Company engaged Briggs & Veselka Co. (“B&V”), as the Company's independent registered public accounting firm to audit the Company’s financial statements and to perform reviews of interim financial statements. During the fiscal year ended August 31, 2014, through May 8, 2015, neither the Company nor anyone acting on its behalf consulted with B&V regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Company, or the type of audit opinion that might be rendered by B&V on the Company's financial statements; or (ii) any matter that was either the subject of a disagreement with M&K or a reportable event with respect to M&K; (iii) the type of audit opinion that might be rendered on the Company’s financial statements, and none of the following was provided to the Company: (a) a written report, or (b) oral advice that B&V concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issue; or (iv) any matter that was the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.

~~Item~~Term ~~3. Quantitative and Qualitative Disclosures About Market Risk.~~Sheet

AnOn ~~investment~~June in24, 2015, the Company entered into a term sheet (the “Term Sheet”) with Texas Trans Pacific Energy Advisors, LLC, a Texas limited liability company is(“TTPEA”), ~~highly~~and ~~speculative~~Chris inCarter. Collectively, ~~nature~~the Company, TTPEA, and ~~involves~~Mr. anCarter ~~extremely~~are ~~high~~referred ~~degree~~to ofas ~~risk~~the “Parties. ”

~~Our~~TTPEA ~~Business~~is Isa ~~Difficult~~newly formed entity that was created to ~~Evaluate~~provide ~~Because~~advisory Weservices ~~Have~~to Nocompanies ~~Operating~~in ~~History~~the energy industry. As of the date of the Term Sheet, Mr. Carter owns 100% of TTPEA. Pursuant to the Term Sheet, the Parties agreed that Company will purchase 50% of the ownership of TTPEA for an aggregate purchase price of $30,000. The Company also had previously paid the costs of organization of TTPEA, and agreed to permit TTPEA to use the Company’s office space in Houston for the operations of TTPEA’s business, both of which are also considered to be part of the purchase price. The Company will pay the $30,000 in six monthly installments of $5,000.

Restatement of Prior Quarterly Reports

The Company does not expect the matters described above to have any effect on the Company's revenues or to have any impact on the Company's cash position or cash flows.

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements and information relating to us, our industry and to other businesses. These forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this Report, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties that may cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. We expressly disclaim any obligation or intention to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls 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. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are not effective as of May 31, 2015, to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal controls

Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the three-month period ended May 31, 2015. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the three months ended May 31, 2015, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are not presently any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A. Risk Factors

An investment in the Company is highly speculative in nature and involves an extremely high degree of risk.

Our business is difficult to evaluate because we have no operating history.

As we have no operating history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. We have had no recent operating history nor any revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

~~There Is Competition For Those Private Companies Suitable For A Merger Transaction Of The Type Contemplated By Management.~~13

There is competition for those private companies suitable for a merger transaction of the type contemplated by management.

We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

Future ~~Success~~success Isis ~~Highly~~highly ~~Dependent~~dependent Onon ~~The~~the ~~Ability~~ability Ofof ~~Management~~management Toto ~~Locate~~locate ~~And~~and ~~Attract~~attract Aa ~~Suitable~~suitable ~~Acquisition~~acquisition.

The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

~~The~~Management ~~Company~~intends ~~Has~~to Nodevote ~~Existing~~only ~~Agreement~~a ~~For~~limited Aamount ~~Business~~of ~~Combination~~time Orto ~~Other~~seeking ~~Transaction~~a target company which may adversely impact our ability to identify a suitable acquisition candidate.

WeWhile ~~have~~seeking ~~no arrangement, agreement or understanding with respect to engaging in~~ a ~~merger~~business ~~with~~combination, ~~joint~~management ~~venture~~anticipates ~~with~~devoting orno ~~acquisition~~more ~~of,~~than a ~~private~~few orhours ~~public~~per ~~entity.~~week Noto ~~assurances~~our ~~can~~affairs. ~~be given~~As ~~that~~of wethe ~~will~~date ~~successfully~~of ~~identify~~this ~~and~~Report, ~~evaluate~~our ~~suitable~~sole ~~business~~officer ~~opportunities~~had ornot ~~that~~entered weinto ~~will conclude~~ a ~~business~~written ~~combination.~~employment ~~Management~~agreement ~~has~~with ~~not~~the ~~identified~~Company ~~any~~and ~~particular~~is ~~industry~~not orexpected ~~specific~~to ~~business~~do ~~within~~so anin ~~industry~~the ~~for~~foreseeable ~~evaluation~~future. WeThis ~~cannot~~limited ~~guarantee~~commitment ~~that~~may weadversely ~~will~~impact beour ~~able~~ability to ~~negotiate~~identify ~~a business combination on favorable terms,~~ and ~~there~~consummate ~~is consequently~~ a ~~risk~~successful ~~that funds allocated to the purchase of our shares will not be invested in a company with active~~ business ~~operations~~combination.

12The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies

~~Management~~Target ~~Intends~~companies Tothat ~~Devote~~fail ~~Only~~to Acomply ~~Limited~~SEC ~~Amount~~reporting Ofrequirements ~~Time~~may Todelay ~~Seeking~~or Aprocedure ~~Target~~acquisition. ~~Company~~Section ~~Which~~13 ~~May~~and ~~Adversely~~15(d) ~~Impact~~of ~~Our~~the ~~Ability~~Exchange ToAct ~~Identify~~require Areporting ~~Suitable~~companies ~~Acquisition~~to ~~Candidate~~provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

~~While~~The ~~seeking~~company amay ~~business~~be ~~combination,~~subject ~~management anticipates devoting no more than a few hours per week~~ to ~~our~~further ~~affairs.~~government ~~Our~~regulation ~~officers~~which ~~have~~would ~~not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may~~ adversely ~~impact~~affect our ~~ability to identify and consummate a successful business combination~~operations.

~~The~~Although ~~Time~~we ~~And~~are ~~Cost~~subject Ofto ~~Preparing~~the Areporting ~~Private~~requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company ToAct ~~Become~~of A1940, ~~Public~~as ~~Reporting~~amended (the “Investment Company ~~May~~Act”), ~~Preclude~~since Uswe ~~From~~will ~~Entering~~not ~~Into~~be Aengaged ~~Merger~~in Orthe ~~Acquisition~~business ~~With~~of ~~The~~investing ~~Most~~or ~~Attractive~~trading ~~Private~~in ~~Companies~~securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act and, consequently, violation of the Act could subject us to material adverse consequences.

~~Target~~Any ~~companies~~potential ~~that~~acquisition ~~fail to comply SEC reporting requirements may delay~~ or ~~procedure~~merger ~~acquisition.~~with ~~Section~~a 13foreign ~~and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the~~ company ~~acquired, covering one, two or three years, depending on the relative size of the acquisition. The time and additional costs that~~ may besubject ~~incurred~~us ~~by some target entities~~ to ~~prepare~~additional ~~these statements may significantly delay or essentially preclude consummation of an acquisition~~risks. Otherwise suitable acquisition prospects that do not have or are unable to obtain tha required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

The Company May Be Subject To Further Government Regulation Which Would Adversely Affect Our Operations.

Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act and, consequently, violation of the Act could subject us to material adverse consequences.

Any Potential Acquisition Or Merger With A Foreign Company May Subject Us To Additional Risks.

If we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

1314

There Isis ~~Currently~~currently Nono ~~Trading~~trading ~~Market~~market ~~For~~for ~~Our~~our ~~Common~~common ~~Stock~~stock.

Outstanding shares of our Common Stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit the ability of our stockholders to liquidate their investment.

Our ~~Business~~business ~~Will~~will ~~Have~~have Nono ~~Revenues~~revenues ~~Unless~~unless ~~And~~and ~~Until~~until Wewe ~~Merge~~merge ~~With~~with Oror ~~Acquire~~acquire Anan ~~Operating~~operating ~~Business~~business.

We are a development stage company and have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business.

The ~~Company~~company ~~Intends~~intends Toto ~~Issue~~issue ~~More~~more ~~Shares~~shares Inin Aa ~~Merger~~merger Oror ~~Acquisition~~acquisition, ~~Which~~which ~~Will~~will ~~Result~~result Inin ~~Substantial~~substantial ~~Dilution~~dilution.

Our certificate of incorporation authorizes the issuance of a maximum of 1050,000,000 shares of common stock and a maximum of 5,000,000 shares of preferred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of Common Stock or Preferred Stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of Common Stock might be materially adversely affected.

The ~~Company~~company ~~Has~~has ~~Conducted~~conducted Nono ~~Market~~market ~~Research~~research Oror ~~Identification~~identification Ofof ~~Business~~business ~~Opportunities~~opportunities, ~~Which~~which ~~May~~may ~~Affect~~affect ~~Our~~our ~~Ability~~ability Toto ~~Identify~~identify Aa ~~Business~~business Toto ~~Merge~~merge ~~With~~with Oror ~~Acquire~~acquire.

We have neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

14Because we may seek to complete a business combination through a “reverse merger,” following such a transaction we may not be able to attract the attention of major brokerage firms.

Because We May Seek To Complete A Business Combination Through A “Reverse Merger”, Following Such A Transaction We May Not Be Able To Attract The Attention Of Major Brokerage Firms.

Additional risks may exist since we will assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.

We ~~Cannot~~cannot ~~Assure~~assure ~~You~~you ~~That~~that ~~Following~~following Aa ~~Business~~business ~~Combination~~combination ~~With~~with Anan ~~Operating~~operating ~~Business~~business, ~~Our~~our ~~Common~~common ~~Stock~~stock ~~Will~~will Bebe ~~Listed~~listed Onon NASDAQ Oror ~~Any~~any ~~Other~~other ~~Securities~~securities ~~Exchange~~exchange.

Following a business combination, we may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be eligible to trade on the OTC ~~Bulletin Board~~Markets, another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.

~~There Is No Public Market For Our Common Stock, Nor Have We Ever Paid Dividends On Our Common Stock.~~15

There is no public market for our common stock, nor have we ever paid dividends on our common stock.

There is no public trading market for our common stock and none is expected to develop in the foreseeable future unless and until we complete a business combination with an operating business and such business files a registration statement under the Securities Act of 1933, as amended.

Additionally, we have never paid dividends on our Common Stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.

Authorization of Preferred Stock

Our Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by ~~its~~our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of its authorized preferred stock, there can be no assurance that we will not do so in the future.

Control by Management.

Management currently owns 100% of all the issued and outstanding capital stock of the Company. Consequently, management has the ability to control the operations of the Company and will have the ability to control substantially all matters submitted to stockholders for approval, including:

• Election of the board of directors; • Removal of any directors; • Amendment of the Company’s certificate of incorporation or bylaws; and • Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.

• Removal of any directors;

• Amendment of the Company’s certificate of incorporation or bylaws; and

• Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.

Toan Thanh Tran, our Chief Executive Officer and Director, is the beneficial owner of 10,000,000 shares of our common stock. Accordingly, this concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the common stock.

This Report Contains Forward-Looking Statements And Information Relating To Us, Our Industry And To Other Businesses.

These forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this prospectus, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties that may cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls 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. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are not effective as of February 28, 2015 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal controls

Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the three-month period ended February 28, 2015. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the three months ended February 28, 2015 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

Item 1A. Risk Factors

Not applicable.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mining Safety Disclosures

Not applicable.

Item 5. Other Information.

~~None~~See “Recent Developments” above under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Item 6. Exhibits.

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
31	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101 INS	XBRL Instance Document	X
101 SCH	XBRL Schema Document*	X
101 CAL	XBRL Calculation Linkbase Document*	X
101 DEF	XBRL Definition Linkbase Document*	X
101 LAB	XBRL Labels Linkbase Document*	X
101 PRE	XBRL Presentation Linkbase Document*	X

Exhibit Description

* The31 ~~XBRL~~Certification ~~related information in Exhibit 101 shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~Chief ~~Exchange~~Executive ~~Act~~Officer ofand ~~1934,~~Chief asFinancial ~~amended,~~Officer orpursuant ~~otherwise subject~~ to ~~liability~~Section 302 of ~~that section and shall not be incorporated by reference into any filing or other document pursuant to~~ the ~~Securities~~Sarbanes-Oxley Act of ~~1933, as amended, except as shall be expressly set forth by specific reference in such filing or document~~2002

1932 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 INS

XBRL Instance Document

101 SCH

XBRL Schema Document*

101 CAL

XBRL Calculation Linkbase Document*

101 DEF

XBRL Definition Linkbase Document*

101 LAB

XBRL Labels Linkbase Document*

101 PRE

XBRL Presentation Linkbase Document*

* In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this the Form 10-Q is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of the section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~WBK~~T3 1HOLDINGS, INC.

Dated: ~~April~~July 1015, 2015

By: /s/ Toan Thanh Tran Toan Thanh Tran, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer) and Chairman of the Board of Directors

2018

Filing Compare · T3 HOLDINGS, INC.