UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES AND EXCHANGE COMMISSION~~WASHINGTON, DC 20549

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF ~~THE~~THESECURITIES EXCHANGE ACT OF 1934

~~SECURITIES~~For the ~~EXCHANGE~~Quarterly ~~ACT~~Period OFended ~~1934~~September 30, 2015

For the Quarterly Period ended June 30, 2015

Commission File No. 333-197477

3D Total Solutions, Inc.

Delaware	36-4756901
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

75 Danbury Road, Suite 508

Ridgefield, CT 06877

Tel. (203) 431-7794

(Address of principal executive offices)

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 o

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 o

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	o	Accelerated Filer	o
Non-accelerated filer	o	Smaller Reporting Company	x
(Do not check if smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of ~~August~~November 49, 2015 the Company had outstanding 17,876,199 shares of its common stock, par value $.0001.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

PART I – FINANCIAL INFORMATION

~~Item 1~~Item1. Financial Statements

TABLE OF CONTENTS

Consolidated Balance Sheets at June 30, 2015 (unaudited) and December 31, 2014 (audited)		F-2
Consolidated Balance Sheets at September 30, 2015 (unaudited) and December 31, 2014 (audited)	F-2
Consolidated Statements of Operations for the Six Months Ended June 30, 2015, and June 30, 2014 and the Three Months Ended June 30, 2015, and June 30, 2014, respectively (unaudited)		F-3
Consolidated Statements of Operations for the Nine Months Ended September 30, 2015, and September 30, 2014 and the Three Months Ended September 30, 2015, and September 30, 2014, respectively (unaudited)	F-3
Consolidated Statements of Changes in Equity (Deficit) for the Period from March 8, 2013(inception) through June 30, 2015 (unaudited)		F-4
Consolidated Statements of Changes in Equity (Deficit) for the Period from March 8, 2013(inception) through September 30, 2015 (unaudited)	F-4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015, and June 30, 2014, respectively (unaudited)		F-5
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015, and September 30, 2014, respectively (unaudited)	F-5
Notes to Consolidated Financial Statements (unaudited)	F-6	~~F-6~~

F-1

3D Total Solutions Inc.

Consolidated Balance Sheets

	June 30, 2015			December 31, 2014
	September 30, 2015			December 31, 2014
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	~~4,086~~324		$	4,266
Total Current Assets		~~4,086~~324			4,266
OFFICE EQUIPMENT
Office equipment		4,286			4,286
Accumulated depreciation		(1,~~459~~673	)		(1,031	)
Office equipment, net		2,~~827~~613			3,255
PATENT APPLICATION COSTS		36,000			36,000
WEBSITE DEVELOPMENT COSTS
Website development costs		5,145			5,145
Accumulated amortization		(1,~~287~~716	)		(429	)
Website development costs, net		3,~~858~~429			4,716
Total Assets	$	4642,~~771~~366		$	48,237
LIABILITIES AND DEFICIT
CURRENT LIABILITIES
Accounts payable	$	2011,~~195~~926		$	14,538
Accrued expenses		2437,~~896~~435			324
Advances from related party		1121,~~000~~275			7,500
Notes payable - related party		76,131			76,131
Note payable - related party		76,131			76,131
Total Current Liabilities		~~132~~146,~~222~~767			98,493
Total Liabilities		~~132~~146,~~222~~767			98,493
COMMITMENTS AND CONTINGENCIES
DEFICIT
3D TOTAL SOLUTIONS, INC. STOCKHOLDERS' DEFICIT
Preferred stock par value $0.0001: 1,000,000 shares authorized;
20,000 shares designated
Series A convertible preferred stock par value $0.0001: 20,000 shares designated;
20,000 shares issued and outstanding		2			2
Common stock par value $0.0001: 500,000,000 shares authorized;
19,126,199 and 17,996,999 shares issued and outstanding, respectively		1,913			1,800
19,376,199 and 17,996,999 shares issued and outstanding, respectively		1,938			1,800
Additional paid-in capital		~~703~~759,~~925~~316			415,072
Accumulated deficit		(~~768~~843,~~784~~150	)		(444,623	)
Total 3D Total Solutions, Inc. Stockholders' Deficit		(6281,~~944~~894	)		(27,749	)
NON-CONTROLLING INTEREST IN SUBSIDIARY
Non-controlling interest - capital stock in consolidated subsidiary		-			-
Non-controlling interest - retained earnings in consolidated subsidiary		(22,507	)		(22,507	)
Total Non-controlling interest in subsidiary		(22,507	)		(22,507	)
Total Deficit		(85104,~~451~~401	)		(50,256	)
Total Liabilities and Deficit	$	4642,~~771~~366		$	48,237

See accompanying notes to the consolidated financial statements.

F-2

3D Total Solutions Inc.

Consolidated Statements of Operations

For the Six Months Ended

For the Three Months Ended

For the Nine Months Ended

For the Three Months Ended

June 30, 2015

June 30, 2014

June 30, 2015

June 30, 2014

September 30, 2015

September 30, 2014

September 30, 2015

September 30, 2014

(Unaudited)

Revenue

OPERATING EXPENSES

Compensation

1575,~~666~~582

5358,~~583~~083

759,~~833~~916

454,~~750~~500

Professional fees

2735,~~500~~000

521,~~730~~350

167,~~250~~500

-15,620

Research and development

67,~~731~~003

~~1,681~~272

Consulting

267,130

153,750

~~267,130~~-

~~153,750~~-

General and administrative expenses

1219,~~768~~180

2839,~~287~~780

106,~~620~~412

611,~~647~~493

Total operating expenses

~~323~~396,~~064~~892

~~248~~279,~~081~~966

~~301~~73,~~833~~828

~~207~~31,~~828~~885

LOSS FROM OPERATIONS

(~~323~~396,~~064~~892

)

(~~248~~279,~~081~~966

)

(~~301~~73,~~833~~828

)

(~~207~~31,~~828~~885

)

OTHER (INCOME) EXPENSE

Interest expense - related party

1,~~097~~635

~~315~~1,174

~~564~~538

~~271~~859

Other (income) expense, net

1,~~097~~635

~~315~~1,174

~~564~~538

~~271~~859

LOSS BEFORE INCOME TAX PROVISION

(~~324~~398,~~161~~527

)

(~~248~~281,~~396~~140

)

(~~302~~74,~~397~~366

)

(~~208~~32,~~099~~744

)

INCOME TAX PROVISION

NET LOSS

Net loss before non-controlling interest

(~~324~~398,~~161~~527

)

(~~248~~281,~~396~~140

)

(~~302~~74,~~397~~366

)

(~~208~~32,~~099~~744

)

Net loss attributable to non-controlling interest holder

-(7,124

)

Net loss attributable to 3D Total Solutions, Inc.

(~~324~~398,~~161~~527

)

(~~248~~274,~~396~~016

)

(~~302~~74,~~397~~366

)

(~~208~~32,~~099~~744

)

EARNINGS PER SHARE

- BASIC AND DILUTED:

(0.02

)

(0.0102

)

(0.0200

)

(0.0100

)

Weighted average common shares outstanding

- basic and diluted

18,~~327~~735,~~666~~993

17,~~047~~351,~~928~~033

1819,~~644~~376,~~126~~199

16,643,600

See accompanying notes to the consolidated financial statements.

F-3

3D Total Solutions Inc.

Consolidated Statement of Changes in Equity (Deficit)

For the Reporting Period Ended ~~June~~September 30, 2015

(Unaudited)

															Total
	Series A Convertible Peferred Stock Par Value $0.0001				Common Stock Par Value $0.0001										3D Total Solutions, Inc
															3D Total
	Number of Shares		Amount		Number of Shares		Amount		Additional paid-in Capital			Accumulated Deficit			Stockholders' Equity (Deficit)			Non-controlling Interest			Total Equity (Deficit)
	Series A Convertible														Solutions, Inc.
	Preferred Stock Par Value $0.0001				Common Stock Par Value $0.0001				Additional			Accumulated			Stockholders'			Non-controlling			Total
	Number of Shares		Amount		Number of Shares		Amount		paid-in Capital			Deficit			Equity (Deficit)			Interest			Equity (Deficit)
Balance, December 31, 2013		20,000	$	2		16,510,000	$	1,651	$	175,239		$	(135,222	)	$	41,670		$	(15,383	)	$	26,287
Common stock and warrants issued for cash at
$0.15 on January 22, 2014						116,000		12		17,388						17,400						17,400
Amortization of deferred COO services										13,332						13,332						13,332
Common stock and warrants issued for cash at
$0.15 per unit on February 25, 2014						59,999		6		8,994						9,000						9,000
Common stock issued for employee services valued at
At $0.15 per share granted on May 1, 2014						250,000		25		37,475						37,500						37,500
Common stock issued for consulting services valued at
at $0.15 per share granted on May 14, 2014						1,000,000		100		149,900						150,000						150,000
Common stock issued to Consultant pursuant to an
agreement for future services valued
At $0.15 per share granted on May 19, 2014						25,000		2		3,748						3,750						3,750
Common stock issued for cash at
$0.25 per share on December 3, 2014						24,000		3		5,997						6,000						6,000
Common stock issued for cash at
$0.25 per share on December 15, 2014						12,000		1		2,999						3,000						3,000
Net loss													(309,401	)		(309,401	)		(7,124	)		(316,525	)
Balance, December 31, 2014		20,000		2		17,996,999		1,800		415,072			(444,623	)		(27,749	)		(22,507	)		(50,256	)
Common stock issued for cash at
$0.25 on January 13, 2015						11,200		1		2,799						2,800						2,800
Common stock issued for cash at
$0.25 on March 25, 2015						16,000		2		3,998						4,000						4,000
Amortization of deferred COO services										3,333						3,333						3,333
Amortization of deferred CEO/COO services										9,999						9,999						9,999
Common stock issued for cash at
$0.25 on April 28, 2015						12,000		1		2,999						3,000						3,000
Common stock issued to CFO pursuant to an
employment agreement for future services valued
at $0.25 per share granted on May 1, 2015						250,000		25		62,475						62,500						62,500
Common stock issued to CFO pursuant to an
employment agreement for future services valued
at $0.25 per share granted on May 1, 2015										(62,500	)					(62,500	)					(62,500	)
Common stock issued for consulting services valued at
$0.25 per share granted on May 9, 2015						1,000,000		100		249,900						250,000						250,000
Common stock issued to Consultant pursuant to an
agreement for future services valued at
$0.25 per share granted on May 19, 2015						50,000		5		12,495						12,500						12,500
Common stock issued for cash at
$0.25 per share on May 22, 2015						40,000		4		9,996						10,000						10,000
Amortization of deferred CEO services										3,333						3,333						3,333
Common stock issued to CFO pursuant to an
Net loss													(324,161	)		(324,161	)		-			(324,161	)
employment agreement for future services valued
Balance, June 30, 2015		20,000	$	2		19,126,199	$	1,913	$	703,925		$	(768,784	)	$	(62,944	)	$	(22,507	)	$	(85,451	)
at $0.25 per share granted on May 1, 2015
earned during the period										52,083						52,083						52,083
Net loss													(398,527	)		(398,527	)		-			(398,527	)
Balance, September 30, 2015		20,000	$	2		19,376,199	$	1,938	$	759,316		$	(843,150	)	$	(81,894	)	$	(22,507	)	$	(104,401	)

See accompanying notes to the consolidated financial statements.

F-4

3D Total Solutions Inc.

Consolidated Statements of Cash Flows

	For the Six Months			For the Six Months
	For the Nine Months			For the Nine Months
	Ended			Ended
	June 30, 2015			June 30, 2014
	September 30, 2015			September 30, 2014
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss before non-controlling interest	$	(~~324~~398,~~161~~527	)	$	(~~248~~281,~~396~~140	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		~~428~~642			~~452~~678
Amortizatiion		~~858~~1,287			-
Common shares issued for employee services		662,~~666~~082			~~191~~201,~~250~~249
Common shares issued for third party services		262,500			-
Changes in operating assets and liabilities:
Prepaid expenses		-			2,000
Accounts payable		5(2,~~657~~612	)		-6,858
Accrued expenses		2437,~~572~~111			9(1,~~359~~782	)
NET CASH USED IN OPERATING ACTIVITIES		(2337,~~480~~517	)		(4572,~~335~~137	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of office equipment		-			(3,244	)
Patent application costs		-			(9,340	)
Website development costs		-			(1,545	)
NET CASH USED IN INVESTING ACTIVITIES		-			(414,~~789~~129	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Note payable - related party		-			3557,~~000~~500
Advances from related party		313,~~500~~775			-
Sale of common stock		19,800			3326,~~066~~400
NET CASH PROVIDED BY FINANCING ACTIVITIES		2333,~~300~~575			6883,~~066~~900
NET CHANGE IN CASH		(~~180~~3,942	)		17(2,~~942~~366	)
Cash at beginning of reporting period		4,266			6,559
Cash at end of reporting period	$	~~4,086~~324		$	244,~~501~~193
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	533		$	~~271~~1,174
Income tax paid	$	-		$	-

See accompanying notes to the consolidated financial statements.

F-5

3D Total Solutions Inc.

~~June~~ September 30, 2015 and 2014

Notes to the Consolidated Financial Statements

(Unaudited)

Note 1 - Organization and Operations

3D Total Solutions Inc.

3D Total Solutions Inc. (the “Company) was incorporated on March 8, 2013 under the laws of the State of Delaware. The Company is developing ‘hardware-based’ products, namely a 3D printer. In addition the Company is developing ‘software-based’ products which are anticipated to include 3D gaming applications and competitions (in development), a website with the ability to support an online community of users that can upload and share their designs/prints, and an area of the website where users can purchase parts kits that will allow them to build better, more useful objects than what is currently on the market. We intend to offer orthotic-related products as well.

Formation of a Majority Owned Subsidiary, 3D Total Solutions Limited

On October 14, 2013 the Company formed 3D Total Solutions Limited, a private limited company in England. The Company owns 51% of this entity and the remaining 49% is owned by the Company's former head of Research and Development. The Company has been the sole source of funds to cover the operating costs of the subsidiary until it can be self-supporting through its sales and profits.

Note 2 - Significant and Critical Accounting Policies and Practices

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation – Unaudited Interim Financial Information

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These consolidated financial statements should be read in conjunction with the Form 10K that was filed by the Company on April 14, 2015.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

(i)

Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business;

(ii)

Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

F-6

(iii)

Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

(iv)

Estimates and assumptions used in valuation of equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk free rate(s) to value share options and similar instruments.

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Principles of Consolidation

The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.

The consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s) as follows:

Name of consolidated subsidiary or entity

State or other jurisdiction of incorporation or organization

Date of incorporation or formation

(date of acquisition, if applicable)

Attributable interest

3D Total Solutions Limited

England

October 14, 2013

The consolidated financial statements include all accounts of the Company and its consolidated subsidiary as of the reporting period ending date and for the Company for the reporting period then ended and the subsidiary from the date of incorporation through the reporting period.

All inter-company balances and transactions have been eliminated.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

F-7

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

F-7

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair value because of the short maturity of those instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company has adopted Section 360-10-35 of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17 an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited.

Pursuant to ASC Paragraph 360-10-35-21 the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group); (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

Pursuant to ASC Paragraphs 360-10-45-4 and 360-10-45-5 an impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long-lived asset (disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts of those gains or losses.

F-8

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Property and Equipment

Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (5) years. ~~Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.~~

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.

Patent Application Costs

The Company follows the guidelines as set out in paragraph 350-30-25-3 and paragraph 350-30-35-6 of the FASB Accounting Standards Codification for patent. For acquired patents the Company records the costs to acquire patents as patent and amortizes the patent acquisition cost over its remaining legal life, or estimated useful life, or the term of the contract, whichever is shorter. For internal developed patents, all costs incurred to the point when a patent application is to be filed are expended as incurred as research and development expense; patent application costs, generally legal costs, thereafter incurred are capitalized, which are to be amortized once the patents are granted or expended if the patent application is rejected. The Company amortizes the internal developed patents over the shorter of the expected useful lives or the legal lives of the patents, which are generally 17 to 20 years for domestic patents and 5 to 20 years for foreign patents from the date when the patents are granted. The costs of defending and maintaining patents are expended as incurred.

Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

Website Development Costs

The Company has adopted Subtopic 350-50 of the FASB Accounting Standards Codification for website development costs. Under the requirements of Sections 350-50-15 and 350-50-25, the Company capitalizes costs incurred to develop a website as website development costs, which are amortized on a straight-line basis over the estimated useful life of three (3) years. ~~Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.~~

Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (a.) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d.) principal owners of the Company; (e.) management of the Company; (f.) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a.) the nature of the relationship(s) involved; (b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

F-9

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Non-controlling Interest

The Company follows paragraph 810-10-65-1 of the FASB Accounting Standards Codification to report the non-controlling interest in the consolidated balance sheets within the equity section, separately from the Company’s stockholders’ equity. Non-controlling interest represents the non-controlling interest holder’s proportionate share of the equity of the Company’s majority-owned subsidiary. Non-controlling interest is adjusted for the non-controlling interest holder’s proportionate share of the earnings or losses and other comprehensive income (loss), if any, and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance.

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

The Company will derive its revenue from licensing, manufacturing, selling, research and development, and royalty activities. Revenues will be recognized by major categories under the following policies:

(i)

For licensing activities, revenue from such agreements will be realized over the term and under the conditions of each specific license once all contract conditions have been met. Payments for licensing fees are generally received at the time the license agreements are executed, unless other terms for delayed payment are documented and agreed to between the parties.

(ii)

For manufacturing and selling activities, revenues will be realized when the products are delivered to customers and collection is reasonably assured.

(iii)

For research and development activities, revenues from such agreements will be realized as contracted services are performed or when milestones are achieved, in accordance with the terms of specific agreements. Advance payments for the use of technology where further services are to be provided or fees received on the signing of research agreements are recognized over the period of performance of the related activities. Amounts received in advance of recognition will be considered as deferred revenues by the Company.

(iv)

For royalty activities, revenues will be realized once performance requirements of the Company have been completed and collection is reasonably assured.

Research and Development

The Company follows paragraph 730-10-25-1 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 2 “Accounting for Research and Development Costs”) and paragraph 730-20-25-11 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 68 “Research and Development Arrangements”) for research and development costs. Research and development costs are charged to expense as incurred. Research and development costs consist primarily of remuneration for material and testing costs for research and development.

F-10

Stock-Based Compensation for Obtaining Employee Services

The Company accounts for share-based payment transactions issued to employees under the guidance of the Topic 718 Compensation—Stock Compensation of the FASB Accounting Standards Codification (“ASC Topic 718”).

Pursuant to ASC Section 718-10-20 an employee is an individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S. Internal Revenue Service (“IRS”) Revenue Ruling 87-41. A nonemployee director does not satisfy this definition of employee. Nevertheless, nonemployee directors acting in their role as members of a board of directors are treated as employees if those directors were elected by the employer’s shareholders or appointed to a board position that will be filled by shareholder election when the existing term expires. However, that requirement applies only to awards granted to nonemployee directors for their services as directors. Awards granted to nonemployee directors for other services shall be accounted for as awards to non-employees.

Pursuant to ASC Paragraphs 718-10-30-2 and 718-10-30-3 a share-based payment transaction with employees shall be measured based on the fair value of the equity instruments issued and an entity shall account for the compensation cost from share-based payment transactions with employees in accordance with the fair value-based method, i.e., the cost of services received from employees in exchange for awards of share-based compensation generally shall be measured based on the grant-date fair value of the equity instruments issued or the fair value of the liabilities incurred/settled.

Pursuant to ASC Paragraphs 718-10-30-6 and 718-10-30-9 the measurement objective for equity instruments awarded to employees is to estimate the fair value at the grant date of the equity instruments that the entity is obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments (for example, to exercise share options). That estimate is based on the share price and other pertinent factors, such as expected volatility, at the grant date. As such, the fair value of an equity share option or similar instrument shall be estimated using a valuation technique such as an option pricing model. For this purpose, a similar instrument is one whose fair value differs from its intrinsic value, that is, an instrument that has time value.

If the Company’s common shares are traded in one of the national exchanges the grant-date share price of the Company’s common stock will be used to measure the fair value of the common shares issued, however, if the Company’s common shares are thinly traded the use of share prices established in its most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

Pursuant to ASC Paragraph 718-10-55-21 if an observable market price is not available for a share option or similar instrument with the same or similar terms and conditions, an entity shall estimate the fair value of that instrument using a valuation technique or model that meets the requirements in paragraph 718-10-55-11 and takes into account, at a minimum, all of the following factors:

a.	The exercise price of the option.

The expected term of the option, taking into account both the contractual term of the option and the effects of employees’ expected exercise and post-vesting employment termination behavior: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

c.	The current price of the underlying share.

The expected volatility of the price of the underlying share for the expected term of the option. Pursuant to ASC Paragraph 718-10-55-25 a newly publicly traded entity might base expectations about future volatility on the average volatilities of similar entities for an appropriate period following their going public. A nonpublic entity might base its expected volatility on the average volatilities of otherwise similar public entities. For purposes of identifying otherwise similar entities, an entity would likely consider characteristics such as industry, stage of life cycle, size, and financial leverage. Because of the effects of diversification that are present in an industry sector index, the volatility of an index should not be substituted for the average of volatilities of otherwise similar entities in a fair value measurement. Pursuant to paragraph 718-10-S99-1 if shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The Company uses the average historical volatility of the comparable companies over the expected term of the share options or similar instruments as its expected volatility.

F-11

e.	The expected dividends on the underlying share for the expected term of the option. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.

The risk-free interest rate(s) for the expected term of the option. Pursuant to ASC 718-10-55-28 a U.S. entity issuing an option on its own shares must use as the risk-free interest rates the implied yields currently available from the U.S. Treasury zero-coupon yield curve over the contractual term of the option if the entity is using a lattice model incorporating the option’s contractual term. If the entity is using a closed-form model, the risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model.

Pursuant to ASC Paragraphs 718-10-30-11 and 718-10-30-17 a restriction that stems from the forfeitability of instruments to which employees have not yet earned the right, such as the inability either to exercise a non-vested equity share option or to sell non-vested shares, is not reflected in estimating the fair value of the related instruments at the grant date. Instead, those restrictions are taken into account by recognizing compensation cost only for awards for which employees render the requisite service and a non-vested equity share or non-vested equity share unit awarded to an employee shall be measured at its fair value as if it were vested and issued on the grant date.

Pursuant to ASC Paragraphs 718-10-35-2 and 718-10-35-3 the compensation cost for an award of share-based employee compensation classified as equity shall be recognized over the requisite service period, with a corresponding credit to equity (generally, paid-in capital). The requisite service period is the period during which an employee is required to provide service in exchange for an award, which often is the vesting period. The total amount of compensation cost recognized at the end of the requisite service period for an award of share-based compensation shall be based on the number of instruments for which the requisite service has been rendered (that is, for which the requisite service period has been completed). An entity shall base initial accruals of compensation cost on the estimated number of instruments for which the requisite service is expected to be rendered. That estimate shall be revised if subsequent information indicates that the actual number of instruments is likely to differ from previous estimates. The cumulative effect on current and prior periods of a change in the estimated number of instruments for which the requisite service is expected to be or has been rendered shall be recognized in compensation cost in the period of the change. Previously recognized compensation cost shall not be reversed if an employee share option (or share unit) for which the requisite service has been rendered expires unexercised (or unconverted).

Under the requirement of ASC Paragraph 718-10-35-8 the Company made a policy decision to recognize compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under the guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).

Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services.

Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised.

F-12

Pursuant to ASC Paragraphs 505-50-30-2 and 505-50-30-11 share-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: (a) The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); or (b) The date at which the counterparty's performance is complete. If the Company’s common shares are traded in one of the national exchanges the grant-date share price of the Company’s common stock will be used to measure the fair value of the common shares issued, however, if the Company’s common shares are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

a.	The exercise price of the option.

The expected term of the option, taking into account both the contractual term of the option and the effects of employees’ expected exercise and post-vesting employment termination behavior: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

c.	The current price of the underlying share.

e.	The expected dividends on the underlying share for the expected term of the option. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.

Pursuant to ASC paragraph 505-50-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

F-13

Deferred Tax Assets and Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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 statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the reporting period ended September 30, 2015 or for the year ended December 31, 2014.

Tax years that remain subject to examination by major tax jurisdictions

The Company discloses tax years that remain subject to examination by major tax jurisdictions pursuant to the ASC Paragraph 740-10-50-15. The Company has yet to file required tax returns with the Internal Revenue Service since its inception and may also be liable for filing tax returns in various State(s) where it may be determined to be doing business. The Company does not believe it has any tax liability to the Internal Revenue Service due to the losses it has sustained since its inception, but may owe minimum taxes in whatever State(s) it is determined to be doing business in.

Earnings per Share

Earnings per share ~~are~~ ("EPS") is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. ~~Earnings per share ("~~EPS") is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: (a.) ~~Exercise~~exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. (b.) ~~The~~the proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.); and (c.) ~~The~~the incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

The total amount of potentially outstanding dilutive common shares from the conversion of the preferred stock is 1,000 and 1,000 for the reporting period ended June 30, 2015 and 2014, respectively.

F-14

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (the “Indirect Method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies.

When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):

Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)

Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

F-15

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:

Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern

Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

F-15

Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

In January 2015, the FASB issued the FASB Accounting Standards Update No. 2015-01 “Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items” (“ASU 2015-01”).

This Update eliminates from GAAP the concept of extraordinary items and the requirements in Subtopic 225-20 for reporting entities to separately classify, present, and disclose extraordinary events and transactions.

The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption.

In February 2015, the FASB issued the FASB Accounting Standards Update No. 2015-02 “Consolidation (Topic 810) - Amendments to the Consolidation Analysis” (“ASU 2015-02”) to improve certain areas of consolidation guidance for reporting organizations (i.e., public, private, and not-for-profit) that are required to evaluate whether to consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (e.g., collateralized debt/loan obligations).

All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments:

Eliminating the presumption that a general partner should consolidate a limited partnership.

Eliminating the indefinite deferral of FASB Statement No. 167, thereby reducing the number of Variable Interest Entity (VIE) consolidation models from four to two (including the limited partnership consolidation model).

Clarifying when fees paid to a decision maker should be a factor to include in the consolidation of VIEs. Note: a VIE is a legal entity in which consolidation is not based on a majority of voting rights.

Amending the guidance for assessing how related party relationships affect VIE consolidation analysis.

Excluding certain money market funds from the consolidation guidance.

The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Note 3 – Going Concern

The Company has elected to adopt early application of Accounting Standards Update No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the consolidated financial statements, the Company had an accumulated deficit at ~~June~~September 30, 2015, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is attempting to commence operations and generate sufficient revenue; however, its cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 – Property and Equipment

(i) Impairment

The Company completed its annual impairment testing of office equipment and determined that there was no impairment as its fair value exceeded its carrying value at December 31, 2014.

F-16

~~(ii)~~Note 4 ~~Depreciation~~– ~~Expense~~Property and Equipment

~~Depreciation expense was~~Property ~~$428~~ and $equipment ~~452~~stated ~~for~~at ~~the~~cost, ~~six~~less ~~month~~accumulated ~~periods~~depreciation ~~ended~~and ~~June 30~~amortization, ~~2015~~consisted ~~and~~of ~~June~~the ~~30, 2014, respectively.~~following:

	September 30, 2015			December 31, 2014

Office Equipment	$	4,286		$	4,286

		4,286			4,286
Less: Accumulated depreciation		(1,673	)		(1,031	)
	$	2,613		$	3,255

Depreciation Expense

Depreciation expense was $642 and $678 for the nine month period ended September 30, 2015 and 2014, respectively.

Note 5 – Patent Application Costs

The Company obtained a United States provisional patent #61/868,199, Methods of Playing Games Using the Internet and a 3D Printer from an individual, by assignment, effective November 16, 2013, in exchange for 2,000,000 shares of restricted common stock. The ~~provisional~~ provisional patent was originally granted on August 1, 2013 and is good for one year before applying for a permanent patent. The Company applied for a permanent patent on July 11, 2014. The provisional patent was valued at the fair value of the Company’s common stock on the date of issuance of $0.0133 per share, or $26,660. The total cost of the patent at ~~June~~September 30, 2015 is $36,000 and will be amortized beginning with the issuance of the patent.

Note 6 – Website Development Costs

~~(i) Impairment~~Amortization Expense

~~The Company completed its~~Amortization ~~annual~~expense ~~impairment~~was ~~testing~~$1,287 ~~of website development costs~~ and ~~determined~~$0 ~~that~~for ~~there~~the ~~was~~reporting noperiod ~~impairment~~ended asSeptember ~~their~~30, ~~fair~~2015 ~~value~~and ~~exceeded their carrying values at December 31~~2014, ~~2014~~respectively.

(ii) Depreciation Expense

Amortization expense was $858 and $0 for the reporting periods ended June 30, 2015 and June 30, 2014, respectively.

Note 7 – Related Party Transactions

Related Parties

Related parties with whom the Company had transactions are:

Related Parties		Relationship

New Skyline Partners, LLC		Owned by significant stockholder

Advances from Related Party

From time to time, stockholders of the Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.

During the month ~~reporting~~of ~~period~~April ~~ended June 30,~~ 2015, New Skyline Partners, LLC advanced $32,~~500~~000 to the Company for working capital purpose.

During the month of July 2015, New Skyline Partners, LLC advanced $2,275 to the Company for working capital purposes. The advances are due on demand and bear no interest.

During the month of September 2015, New Skyline Partners, LLC advanced $8,000 to the Company for working capital purposes. The advances are due on demand and bear no interest.

Note Payable – Related Party

From time to time, certain officers and directors provided working capital to the Company in the form of notes payable.

Note payable – related party consisted of the following:

	June 30, 2015		December 31, 2014
	September 30, 2015		December 31, 2014
On May 1, 2013, the Company issued a note to New Skyline Partners, LLC, in the principal amount of $10,000 with interest at 5%, per annum, maturing on April 30, 2014. On Nov. 17, 2014, the note and all previous notes and accrued interest to that date were amended and increased to one $76,131.13 note. The note matures on November 16, 2015 and bears interest at 2.8%, per annum.		76,131		76,131
On May 1, 2013, the Company issued a note to New Skyline Partners, LLC, in the principal amount of $10,000 with interest at 5%, per annum, maturing on April 30, 2014. On Nov. 17, 2014, the note and all previous notes and accrued interest to that date were amended and increased to one $76,131 note. The note matures on November 16, 2015 and bears interest at 2.8%, per annum. The Company is in negotiation to extend the terms of the note until February 2016.	$	76,131	$	76,131
Note payable	$	76,131	$	76,131
	$	76,131	$	76,131

Interest expense for the six month periods ended June 30, 2015 and 2014 was $1,097 and $271, respectively.

F-17

Interest expense was $1,635 and $1,174 for the nine months ended September 30, 2015 and 2014, respectively.

Note 8 - Commitments and Contingencies

Employment Agreements

~~Head~~Chief Executive ~~of the Desktop Extruder Division~~Officer

On October ~~November 21~~22, 2013, and amended on April 2, 2014 the Company entered into an employment agreement with ~~Brandon~~James ~~Bell~~Endee (~~the~~ “~~Developer~~Endee”) in connection with his appointment as the Company’s ~~Head~~Chief Operating and Chief Executive Officer. The term of the ~~Desktop~~Agreement is ~~Extruder~~for ~~Division~~a period of three (3) years, commencing on October 22, 2013. During the Term, the Company will pay Endee three million (3,000,000) shares of the Company’s common stock, issuable 250,000 shares at a time on a quarterly basis commencing October 22, 2013.

~~(i)~~The three ~~Scope~~million shares were valued at $0.0133 per share or $40,000 on the date of ~~Services~~grant and were amortized over the vesting period, or approximately $3,333 per quarter. For the reporting period ended September 30, 2015 and 2014 the Company recorded $9,999 and $9,999 as officer’s compensation, respectively.

The Developer shall develop for the Company an operating prototype or prototypes of the Device which initial prototype shall be presented to the Company for its inspection no later than March 15, 2014 (or such earlier date mutually agreed upon by both parties). The period from the date hereof until March 15, 2014 is hereinafter referred to as the "Prototype Development Period." The Company shall cooperate with the Developer during the Prototype Development Period by providing the Company's specifications for the Device and responding within a reasonable time to any requests for information requested by the Developer relevant to the Device's development. Developer shall be involved in all phases of testing and allowed to participate in any and all discussions, including but not limited to discussions concerning the engineering, modification, manufacturing, production, and pricing of the Prototype. Upon the expiration of the Prototype Development Period the Developer agrees to remain in such capacity with the Company and devote at least eight hours per week on the business and affairs of the Company.

(ii) Term

Effective on November 21, 2013, the Developer shall become the Head of the Desktop Extruder Division of the Company for a period of three years (subject to the terms of this Agreement).

(iii) Expenses and Compensation

(a) Upon execution of this Agreement, the Company shall pay the Developer the pre-approved expenses and costs of developing the prototype not to exceed $20,000 and issue to the Developer 200,000 restricted shares of the Company's common stock. The percentage ownership interest of such shares, measured on a fully diluted basis (based on 40,000,000), shall be free from dilution for 24 months without the need for the Developer to pay any consideration for newly issued shares, such that the company shall issue additional shares to the Developer at the end of each calendar quarter to ensure that said percentage ownership interest is preserved. In the event of Prototype Acceptance and this Agreement has not been terminated for cause (as defined below), the Developer shall thereupon be entitled to warrants to purchase 2,200,000 restricted shares of the Company's common stock as follows:

	(i)	Warrants to purchase 733,334 shares ("Phase 1 Warrants") immediately upon the date of Prototype Acceptance, if any. The exercise price of Phase 1 Warrants shall be $0.0001 and shall be exercisable in whole but not in part through the third anniversary of issuance.
	(ii)	Warrants to purchase 733,333 shares (''Phase 2 Warrants”) shall be issued on the first anniversary of Prototype Acceptance, if any. The exercise price shall be greater of $0.0001 per share or 25% of the average of the closing trading prices for the Company's common stock during the 30 day period immediately prior to issuance of the Phase 2 Warrants in the event that such common stock is then publicly traded.

(iii) Warrants to purchase 733,333 shares ("Phase 3 Warrants") shall be issued on the first anniversary of Prototype Acceptance, if any. The exercise price shall be greater of $0.0001 per share or 25% of the average of the closing trading prices for the Company's common stock during the 30 day period immediately prior to issuance of the Phase 3 Warrants in the event that such common stock is then publicly traded.

The Phase I Warrants, the Phase II Warrants, and the Phase III Warrants are sometimes collectively referred to as the "Warrants." Shares of the Company's common stock issuable upon exercise of the Warrants shall be restricted from re-sale by Developer for a period of six (6) months from the date of such exercise, after which time Developer shall be able to sell such shares common stock, subject to an aggregate limit of two hundred thousand shares (200,000) per calendar month thereafter. The Warrants (or any portion thereof) shall be non-transferrable by Developer, and shall be restricted from any subsequent assignment or transfer by Developer without the express written consent from the Company. The form of the warrant described herein is attached hereto as an Addendum to this Agreement.

The Developer did not earn the earnable Warrants to purchase 2,200,000 restricted shares of the Company's common stock specified in this Employment Agreement as the Developer did not provide the Prototype during the Prototype Development Period.

F-18

(b) The Company shall pay the Developer a royalty in the amount of 7.5% on gross revenues (less parts and shipping) received by the Company from sales of the Device, payable quarterly in arrears, capped at $80,000 per 12 month period, and payable for 36 months from the date of first such sale.

(iv) Exclusivity

Developer acknowledges that with respect to the development of the Device that he has an exclusive relationship with the Company, including a non-disclosure agreement, for purposes of developing the Device, and shall not, during the term hereof produce or develop, or work with or for any entity or person(s) to produce or develop, anything which could be construed in any manner to compete with the Device, as far as pricing and similar weight (45 pounds us referenced above) is concerned. The Company understands that the Developer and its agents are currently providing certain services to other individuals or companies in the 3D printing industry manufacturing and selling filament.

Chief Financial Officer

On May 1, 2015 the Company entered into an employment agreement with Lawrence Dobroff (“Dobroff”) in connection with his appointment as the Company’s Chief Financial Officer. The term of the Agreement is for a period of one year, commencing on May 1, 2015. The agreement may be extended for periods by the mutual agreement of the parties.

During the Term, the Company hereby agrees to pay Dobroff the following:

(i) aA base salary of $1,500 per month during the term of the Agreement.

(ii) 250,000 shares of the Company’s Common Stock (“Shares”) issuable November 1, 2015 provided this Agreement remains in effect. The 250,000 shares were valued at $0.25 per share, the most recent PPM price, or $62,500 on the date of grant and were amortized over the vesting period, or approximately $10,416 per month. For the reporting period ended September 30, 2015 the Company recorded $52,083 as officers' compensation.

Note 9 – Stockholders’ ~~Equity~~ Deficit

Shares Authorized

Shares Authorized upon Incorporation

Upon incorporation the total number of shares of all classes of stock which the Company is authorized to issue is Five Hundred Million (500,000,000) shares of which Five Hundred Million (500,000,000) shares ~~shall~~were be Common Stock, par value $0.0001 per share.

Certificate of Amendment to the Certificate of Incorporation

On January 7, 2014, ~~upon approval by written consent of its board members~~ the Company approved the increase in the number of ~~authorized~~ ~~shares to increase the number of~~ authorized shares ~~of par value $0.0001 stock~~ from Five Hundred Million (500,000,000) shares up to Five Hundred One Million (501,000,000) shares, composed of an increase in the number of authorized shares of par ~~value~~ value $0.0001 preferred stock from nil to One Million (1,000,000) shares.

In April 2014 the Company designated the rights and preferences of the Series A Convertible Preferred Stock.

Preferred Stock – Related Party

On August 6, 2013, the Company agreed to issue to New Skyline, ~~purchased~~once created, the entire 20,000 shares of the Company’'s designated Series A Convertible Preferred Stock, par value $0.0001 (“Series A”) at $1.50 per share (the “Purchase Price”) or $30,000 in cash.

~~The Series A has the following Designations:~~F-18

~~Shares~~The of Series A ~~shall~~has ~~not have~~ the ~~right~~following tomaterial ~~vote.~~Designations:

In- ~~the~~Shares ~~event~~ of ~~any~~ ~~voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, holders of the~~ Series A ~~will be~~shall ~~entitled~~not tohave ~~receive a liquidation preference of~~ the ~~stated value of $1,000 per share plus accrued and unpaid dividends. The Series A is senior in~~ right ~~of distribution in liquidation~~ to ~~the Common Stock~~vote. If, upon any winding up of the Company’s affairs, the assets available to pay the holders of Series A Preferred Stock are not sufficient to permit payment in full, then all assets will be distributed to those holders on a pro rata basis.

- In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, holders of the Series A will be entitled to receive a liquidation preference of the stated value of $1,000 per share plus accrued and unpaid dividends. The Series A is ~~convertible~~ atsenior ~~option~~in right of distribution in liquidation to the ~~holder~~Common atStock. If, upon any ~~time~~winding ~~and~~up ~~from~~of ~~time~~the toCompany’s ~~time~~affairs, ~~without~~the assets available to pay the ~~payment~~holders of ~~additional~~Series ~~consideration~~A ~~into~~Preferred ~~one thousand~~Stock (1are not sufficient to permit payment in full,~~000)~~ ~~shares~~then ofall ~~Common~~assets ~~Stock~~will be distributed to those holders on a pro rata basis.

F-19 The Series A is convertible at option of the holder at any time and from time to time, without the payment of additional consideration into one thousand (1,000) shares of Common Stock

- Shares of Series A shall have no right to dividends.

Common Stock – Related Party

On May 1, 2014, the Company issued 250,000 shares of its common stock valued at $0.01333 per share or $3,333 to its Chief Financial Officer. The shares were fully vested and non-forfeitable on the date of issuance.

Issuance of Common Stock or Equity Units to Parties Other Than Employees for Acquiring Goods or Services

~~Consulting~~On May ~~Agreement~~14, 2014, the Company issued 1,000,000 shares of its common stock to a consultant for future services to be performed over a three year period. These shares are fully vested and non-forfeitable ~~Patrick~~and Jwere valued at $0.15 per share, or $150,000. On the ~~O'Neil~~one year anniversary of the agreement, May 14, 2015, the Company issued an additional 1,000,000 shares of its common stock to the consultant.

On May 1419, 2014, the Company ~~entered~~issued ~~into~~25,000 shares of its common stock to a ~~consulting~~consultant ~~agreement~~for ~~with~~services anrelated ~~advisor~~to (the ~~"Advisor")~~Company’s research ~~with~~and ~~following~~development ~~key~~of ~~terms~~orthotics products and/or ~~conditions:~~services. These shares were valued at $0.15 per share, or $3,750. The Company has issue 25,000 shares on the 6-month anniversary of the agreement and 25,000 shares on the 1-year anniversary of the agreement. The Company will issue 25,000 shares upon the 18-month anniversary of the agreement.

(i) Scope of Services

The Advisor shall consult and advise the Company on the design and implementation of certain technological initiatives including, but not limited to: six headed printer component capable of printing multiple filaments, and the initial programming and architecture of a CAD Download Website. The Advisor agrees that he shall be available upon reasonable request of the executives of the Company and agrees to respond in a timely manner to all reasonable requests of the executives of the Company.

(ii) Term

Effective the date hereof, the Advisor shall become an advisor to the Company for a period of three years (subject to the terms of this Agreement).

(iii) Compensation

In exchange for the services rendered by the Advisor hereunder, during the Term of this Agreement, provided it has not been terminated, the Company shall issue to the Advisor the following: 1,000,000 shares of its common stock, with standard restrictive legend, on the execution of this Agreement; 1,000,000 shares of its common stock, with standard restrictive legend, on the 1-year anniversary of the execution of this document, (collectively, the "Shares").

Accounting treatment of the Issuance of Common Shares

On May 14, 2014, the Company issued 1,000,000 shares of its common stock to the Advisor. The Company valued these shares at $0.15 per share, the most recent PPM price, or $150,000 and recorded the amount as consulting fees as these shares are fully vested and non-forfeitable.

On the one year anniversary of the agreement, May 14, 2015, the Company issued an additional 1,000,000 shares of its common stock to the Advisor. The Company valued these shares at $0.25 per share, the most recent PPM price, or $250,000 and recorded the amount as consulting fees as these shares are fully vested and non-forfeitable.

Consulting Agreement - T. Barbaro

On May 19, 2014, the Company entered into a consulting agreement with an advisor (the "Advisor") with following key terms and conditions:

(iv) Scope of Services

The Advisor shall serve as an advisor to the Company on the field of orthotics and 30 plastics applications. The Advisor agrees that he shall be available upon reasonable request of the executives of the Company and agrees to respond in a timely manner to all reasonable requests of the executives of the Company.

(v) Term

Effective the date hereof, the Advisor shall become an advisor to the Company for a period of two years (subject to the terms of this Agreement).

F-20

(vi) Compensation

In exchange for the services rendered by the Advisor hereunder, during the Term of this Agreement, provided it has not been terminated, the Company shall issue to the Advisor an aggregate of 25,000 shares of its common stock, with standard restrictive legend, npon signing the agreement, and 25,000 shares six months after of the date hereof, 12 months after the date hereof, and l 8 months after the date hereof (an aggregate of 100,000 shares, the "Shares").

Accounting treatment of the Issuance of Common Shares

On May 19, 2014, the Company issued 25,000 shares of its common stock to the Advisor. The Company valued these shares at $0.15 per share, the most recent PPM price, or $3,750 and recorded the amount as consulting fees as these shares are fully vested and non-forfeitable.

On November 19, 2014, the Company issued 25,000 shares of its common stock to the Advisor. The Company valued these shares at $0.25 per share, the most recent PPM price, or $6,250 and recorded the amount as consulting fees as these shares are fully vested and non-forfeitable.

On May 19, 2015, the Company issued 25,000 shares of its common stock to the Advisor. The Company valued these shares at $0.25 per share, the most recent PPM price, or $6,250 and recorded the amount as consulting fees as these shares are fully vested and non-forfeitable.

Issuance of Common Stock or Equity Units for Cash

On January 22, 2014 and February 25, 2014, the Company closed a private placement by raising $26,400 from eleven (11) investors through the sale of 176,000 units of its securities at $0.15 per unit in a private placement. Each unit sold in the offering consisted of 1 share of the Company’s common stock, $.0001 par value per share, and a warrant to purchase two (2) shares of common stock with an exercise price of $0.64 per share expiring three years from the date of issuance (the “Warrants“).

InOn December 3, 2014 the Company issued 3624,000 shares of its common stock at $0.25 per unit or $96,000 for cash.

On December 15, 2014 the Company issued 12,000 shares of its common stock at $0.25 per unit or $3,000 for cash.

On January 13, 2015 the Company issued 11,200 shares of its common stock at $0.25 per unit or $2,800 for cash.

On March 25, 2015 the Company issued 16,000 shares of its common stock at $0.25 per unit or $4,000 for cash.

On April 28, 2015 the Company issued 12,000 shares of its common stock at $0.25 per unit or $3,000 for cash

On May 22, 2015 the Company issued 40,000 shares of its common stock at $0.25 per unit or $10,000 for cash.

F-21

Warrants

The Company estimated the relative fair value of the warrants to purchase 352,000 shares of the Company’s common stock issued on January 22, 2014 and February 25, 2014 on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Expected life (year)	3

Expected volatility (*)	56.47	%

Expected annual rate of quarterly dividends	0.00	%

Risk-free rate(s)	0.90	%

* As a newly formed entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected four (4) comparable public companies listed on the NASDAQ Capital Market within the 3D printer industry, which the Company engages in, to calculate the expected volatility. The Company calculated those four (4) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility.

The estimated relative fair value of the warrants was $3,014 at the date of issuance using the Black-Scholes Option Pricing Model.

Note 10 – Subsequent Events

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.

~~During the month of July 2015, New Skyline Partners, LLC advanced $2,275 to the Company for working capital purposes. The advances are due on demand and bear no interest.~~F-19

F-22

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

The following discussion should be read in conjunction with our audited consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contained in our Form ~~10-Q~~10K filed April 14, 2015.

Plan of Operations

3D Total Solutions, Inc. (the “Company”) was founded in the State of Delaware on March 8, 2013. We are an emerging growth company that seeks to enhance the value of the 3D printing experience, via various initiatives. We have one ‘hardware-related’, and three ‘software-related’, products in development. We intend to develop each initiative into a revenue source for the ~~Company~~company. Our initiatives are described as follows.

Regarding our ‘hardware-related’ product, we have developed a three-dimensional (“3D”) printing machine(s), in which a component allows the 3D-printer to print multiple filaments during the same print. We intend this to be a consumer-grade product. We ~~intend~~have toa ~~outsource~~non-provisional ~~the~~patent ~~production of~~filed ~~our~~on 3Dthe ~~printer,~~multi-head if3D ~~applicable.~~printer

Our ‘software-based’ products will include 3D gaming applications and competitions (in development), a website with the ability to support an online community of users that can upload and share their designs/prints, and an area of the website where users can purchase parts kits that will allow them to build better, more useful objects, than what is currently on the market. We are developing games for people to play using a 3D printer and have filed provisional patents related to the systems, apparatus, and methods for conducting such games.

WeLastly, ~~believe~~we ~~that~~are ~~our~~exploring ~~ability~~the toapplication ~~offer~~of ~~these~~ 3D printing ~~related~~to ~~products~~the ~~will~~field ~~provide~~of ~~the~~orthotics ~~end~~and/or ~~user~~custom ~~with~~footwear. aIt ~~unique~~is ~~offering~~our intention that ~~will~~this ~~enhance~~develops ~~the~~into ~~user’s~~a ~~printing~~division ~~experience,~~of ~~add~~the ~~value,~~Company ~~and~~that inenables ~~return, accelerate~~ the ~~popularity~~creation of ~~the~~footwear using 3D printing ~~industry~~technology, however, the direction may change as we aprogress ~~whole~~further.

WeComparison ~~have~~of ~~a non-provisional~~Three ~~patent~~Months ~~filed~~Ended onSeptember ~~the multi-head 3D printer. We are developing games for people to play using a 3D printer and have filed provisional patents related to the systems~~30, ~~apparatus,~~2015 and ~~methods for conducting such games.~~2014

Lastly, we are exploring the application of 3D printing to the field of orthotics. It is our intention that this develops into a division of the Company that creates orthotics using 3D printing technology, however, the direction may change as we progress further.

Comparison of Three Months Ended June 30, 2015 and 2014

Net loss

For the quarter ended ~~June~~September 30, 2015, the Company reported a net loss before non-controlling interest of ($~~302~~74,~~397~~366) as compared to a net loss before non-controlling interest for the quarter ended ~~June~~September 30, 2014, of ($~~208~~32,~~099~~744). AnThe increase in ~~consulting fees~~the ~~related~~loss tofor the ~~valuation~~quarter is the result of the ~~shares~~amortization ~~issued~~of athe ~~consultant~~value inof ~~2015~~the asshares ~~compared~~issued to ~~2014~~our ~~was~~Chief Financial Officer which was partially offset by afees ~~decrease~~paid into ~~compensation fees~~third party providers. The Basic Loss per Share for the quarter ended ~~June~~September 30, 2015, is ($0.0200), and ($0.0100 ) for the quarter ended ~~June~~September 30, 2014.

We are still developing our prototype equipment models and the marketing part of our web site. We have had no sales to date other than a miscellaneous sale of $1,050 at the end of 2013.

Selling, General and Administrative Expenses

Since inception, the ~~company~~ Company has not incurred any selling expenses. During the three month period ending ~~June~~September 30, 2015 the Company incurred general ~~and~~ and administrative expenses of $106,~~620~~412 as compared with $611,~~647~~493 for the same period in 2014. ~~The~~due ~~increase in the second quarter of 2015 as compared~~ to the ~~corresponding~~reduction ~~quarter~~ in ~~2014~~fees ~~was~~paid ~~due to costs related to filings with~~ during the ~~SEC~~third ~~and~~quarter ~~the~~ended ~~costs~~September ~~related to~~30, ~~stock issuances~~2015.

Comparison of ~~Six Months~~Nine Months Ended ~~June~~September 30, 2015 and 2014

Net loss

For the ~~six~~nine months ended ~~June~~September 30, 2015, the Company reported a net loss before non-controlling interest of ($~~324~~398,~~161~~527) as compared to to a net loss before non-controlling interest for the ~~six~~nine months ended ~~June~~September 30, 2014, of ($~~248~~281,~~396~~140). An increase in ~~consulting~~ consulting fees related to the valuation of the shares issued a consultant in 2015, asan ~~compared~~increase in various fees paid to ~~2014~~third ~~was~~parties and ~~partially~~the ~~offset~~increase byin acompensation ~~decrease~~costs paid to our Chief Financial Officer as the result of the amortization of shares owed him accounted for the increase in ~~compensation~~expenses ~~fees~~in 2015. The Basic Loss per Share for the ~~six~~nine months ended ~~June~~September 30, 2015, is ($0.02), and ($0.0102) for the ~~six~~nine months ended ~~June~~September 30, 2014.

We are still developing our prototype equipment models and the marketing part of our web site. We have had no sales to date other than a miscellaneous sale of $1,050 at the end of 2013.

Selling, General and Administrative Expenses

Since inception, the ~~Company~~ Company has not incurred any selling expenses. During the ~~six~~nine month period ending ~~June~~September 30, 2015 the Company incurred general and administrative expenses of $1219,~~768~~180 as compared with $2839,~~287~~780 for the same period in 2014. ~~The~~due ~~decrease in general and administrative expenses for the first six months of 2015 as compared~~ to the ~~corresponding~~reduction ~~period~~ in ~~2014 were related to a decrease in web maintenance~~ fees, ~~costs~~paid ~~related to our European affiliate and extrusion development which were partially offset by an increase in costs related~~during tothe ~~SEC~~third ~~filing~~quarter ~~fees~~ended ~~and~~September ~~fees~~30, ~~related to the issuance of stock~~2015.

Liquidity and Capital Resources

The Company ended the ~~second~~ third quarter of 2015 with $~~4,086~~324 in cash, total current assets of $~~4,086~~324 and total current liabilities of $~~132~~146,~~221~~767 resulting in a working capital deficit of $(~~128~~146,~~136~~443), compared to a working capital deficit of ($94,227) for the year ended December 31, 2014. ~~We do not have sufficient cash to meet our operational cash needs for the next twelve months. We will need to raise additional capital or incur additional debt until we can generate sales.~~

Since inception, we ~~have~~ have an accumulated deficit of ($~~768~~843,~~784~~150) and stockholders’ deficit of ($8581,~~451~~894).

Operating activities

Net cash used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2015 was ($2337,~~480~~517) as compared with ($4572,~~335~~137) for the ~~six~~ nine month period ended ~~June~~September 30, 2014. The reduction in cash used in operations for the six months ended June 30, 2015 as compared to the corresponding period in 2014 was the result of common shares issued for services which was partially offset by an increase in net loss incurred in 2015.

Investing activities

Net cash provided for investing activities during the ~~six~~nine months ended ~~June~~September 30, 2015 was $0 as compared with ($414,~~789~~129) used for ~~investing~~ investing activities for the ~~six~~nine month period ended ~~June~~September 30, 2014 ~~as the result of the purchase of equipment and inclusion of website development costs in 2014~~.

	6 months ended		6 months end
	9 months ended		9 months end
	06-30-15		06-30-14
	09-30-15		09-30-14
Purchase of Equipment	$	0	$	3,244
Patent Application Costs		0		9,340
Website Development Costs		0		1,545
TOTAL	$	0	($	(414,~~789~~129	)

Financing activities

Net cash provided by financing activities for the ~~six~~nine month period ending ~~June~~September 30, 2015 was $2333,~~300~~575, as compared with $6883,~~066~~900 for the ~~six~~ nine month period ended ~~June~~September 30, 2014. ~~The decrease in cash from financing activities in 2015 was the result of a reduction in sale of common stock in 2015 as compared to 2014 and the note that was taken out by the Company in 2014.~~

	6 months ended		6 months ended
	9 months ended		9 months ended
	06-30-15		6-30-14
	09-30-15		9-30-14
Note Payable – Related Party	$	0	$	3557,~~000~~500
Advances-Related Party		313,~~500~~775		0
Sale of Common Stock		19,800		3326,~~066~~400
TOTAL	$	2333,~~300~~575	$	6883,~~066~~900

Off-Balance Sheet Arrangements

We have never entered into any off-balance sheet arrangements and have never established any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is not required to provide the information required under this item.

Item 4. Controls and Procedures

Changes in Internal Control Over Financial Reporting.

~~None~~During the quarter ended September 30, 2015, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as the Securities and Exchange Commission (“SEC”) defines such term. We have designed these controls and procedures to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. We have also designed our disclosure controls to provide reasonable assurance that such information is accumulated and communicated to the Chief Executive Officer, as appropriate, to allow them to make timely decisions regarding our required disclosures.

Our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of ~~June~~September 30, 2015. Based on this evaluation, the Chief Executive Officer concluded that our Company’s disclosure controls and procedures, including the accumulation and communication of disclosures to the Company’s Chief Executive Officer as appropriate to allow timely decisions regarding required disclosure, were not effective as of this date to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Based on this evaluation, we have concluded that there are material weaknesses in our disclosure controls and procedures and they were not effective for the following reasons:

Due to our relatively small size we do not have segregation of duties which is a deficiency in our disclosure controls. AtWe ~~the current time the Company~~cannot ~~is unable to~~ address this deficiency asunless ~~we do not have~~ the ~~funds~~Company ~~required~~hires ~~to retain~~ additional ~~personnel~~staff.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Neither the Company nor its property is a party to any pending legal proceeding.

Item 1A. Risk Factors

Smaller reporting companies are not required to provide disclosure pursuant to this Item.

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

~~None.~~During the nine months ended September 30, 2015 the Company issued the following unregistered sales of its equity securities:

On January 13, 2015 the Company sold 11,200 shares of its common stock at a price of $0.25 per share.

On March 25, 2015 the Company sold 16,000 shares of its common stock at a price of $0.25 per share.

On April 28, 2015 the Company sold 12,000 shares of its common stock at a price of $0.25 per share.

On May 22, 2015 the Company sold 40,000 shares of its common stock at a price of $0.25 per share.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Name of Exhibit
31.1		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(1)
31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(1)
32.1		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)
101**		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Stockholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.
101 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE		Interactive Data File XBRL Instance Document XBRL Taxonomy Extension Schema Document. XBRL Taxonomy Extension Calculation Linkbase Document. XBRL Taxonomy Extension Definition Document. XBRL Taxonomy Extension Label Linkbase Document. XBRL Taxonomy Extension Presentation Linkbase Document.

(1)	Filed herewith

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.

3D Total Solutions Inc.
Dated: August 19, 2015
By:	/s/ James Endee
	James Endee
President, Chief Executive Officer, and Director

3D Total Solutions, Inc.

Dated: November 16, 2015

By:	/s/ James Endee
	James Endee

President, Chief Executive Officer, and Director

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures	Title	~~Title~~Date	~~Date~~
/s/ James Endee	CEO, President, Secretary, and Director	~~CEO,~~November ~~President~~16, ~~Secretary, and Director~~2015	~~August 19, 2015~~
James Endee

/s/ Lawrence Dobroff	CFO, and Treasurer	~~CFO~~November 16, ~~and Treasurer~~2015		~~August 19, 2015~~
Lawrence Dobroff

Filing Compare · 3D Total Solutions Inc.