U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

~~(Mark~~x ~~One~~ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For ~~ANNUAL~~the ~~REPORT~~fiscal ~~UNDER~~year ~~SECTION~~ended 13December OR31, ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2014

~~For~~o ~~the~~TRANSITION ~~fiscal~~REPORT ~~year~~UNDER ~~ended~~SECTION ~~December 31,~~13 ~~2012~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

For the transition period from ______________ to ______________

~~MELANTHIOS~~Commission ~~ACQUISITION~~File ~~CORP. (Exact~~Number: ~~name of registrant as specified in its charter)~~000-54811

~~Delaware~~MJ ToPHARMACEUTICALS, ~~be applied (State or other jurisdiction of incorporation or organization) (I~~INC.~~R.S. Employer Identification No.)~~

~~c/o William Tay 2000 Hamilton Street, #943 Philadelphia, PA 19130 Email: william.tay@hotmail.com~~ (~~Address~~Exact name of ~~principal~~registrant ~~executive~~as ~~offices)~~specified ~~(215)~~in ~~405-8018~~its ~~(Registrant’s telephone number, including area code~~charter)

Securities registered under Section 12(b) of the Exchange Act: None.

DELAWARE	46-4288088
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7524 Glenturret Circle, The Colony, Texas	75056
(Address of principal executive offices)	(Zip Code)

Tel:(214) 505-3839
(Registrant’s telephone number, including area code)

PRICE MY RENT GROUP, INC.

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

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value per share ~~(Title of Class)~~

~~Check~~(Title ~~whether the registrant is a well-known seasoned issuer, as defined in Rule 405~~ of ~~the Securities Act. Yes [ ] No [X]~~Class)

~~Check~~Table ~~whether the registrant is not required to file reports pursuant to Section 13 or 15(d)~~ of ~~the Exchange Act. [ ]~~Contents

Check whether the registrant ~~(1)~~is ~~has filed~~a ~~all~~well-known ~~reports~~seasoned ~~required~~issuer, toas bedefined ~~filed~~in byRule ~~Section~~405 ~~13 or 15(d)~~ of the ~~Exchange~~Securities Act ~~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]~~o No ~~[ ]~~x

~~Indicate~~Check ~~by check mark~~ whether the registrant ~~has~~ ~~submitted~~is ~~electronically~~not ~~and posted on its corporate Web site, if any, every Interactive Data File~~ required to befile ~~submitted and~~reports ~~posted~~ pursuant to ~~Rule~~Section ~~405~~13 ofor ~~Regulation S-T~~ 15(~~§232.405~~d) of ~~this chapter) during~~ the ~~preceding~~Exchange ~~12 months (or for such shorter period that the registrant was required to submit and post such files)~~Act. ~~Yes [ ] No [ ]~~o

Check ifwhether ~~there~~the isregistrant no(1) ~~disclosure~~has offiled ~~delinquent filers~~all inreports ~~response~~required to ~~Item~~be ~~405~~filed ofby ~~Regulation~~Section ~~S-K~~13 or 15(~~§229.405~~d) of ~~this~~the ~~chapter)~~Exchange ~~contained~~Act ~~herein,~~during ~~and~~the nopreceding ~~disclosure~~12 ~~will~~months be(or ~~contained, to~~for ~~the~~such ~~best~~shorter ofperiod ~~registrant’s~~that ~~knowledge,~~the inregistrant ~~definitive~~was ~~proxy~~required orto ~~information~~file ~~statements~~such ~~incorporated~~reports), byand ~~reference~~(2) inhas ~~Part~~been ~~III of~~subject ~~this~~to ~~Form~~such ~~10-K~~filing orrequirements ~~any~~for ~~amendment~~the topast ~~this~~90 ~~Form 10-K~~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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer [o ] Accelerated Filer [o ] Non-accelerated Filer [(Do ]not check if a smaller reporting company.) o Smaller Reporting Company ~~[X]~~x

~~(Do~~Check ~~not~~whether ~~check~~the ifissuer is a ~~smaller~~shell ~~reporting~~ company. (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

~~Check~~The ~~whether~~aggregate ~~the~~market ~~issuer~~value isof athe ~~shell~~common ~~company~~stock ~~(as~~held ~~defined~~by ~~in Rule 12b~~non-2affiliates of the ~~Exchange~~issuer ~~Act)~~was $0.00 ~~Yes~~on [December X]31, ~~No [ ]~~2014.

~~The~~As ~~aggregate~~of ~~market~~April ~~value~~13, of2015, ~~the~~there ~~common~~were ~~stock~~185,740,000 ~~held~~shares ~~by non-affiliates~~ of ~~the~~common ~~issuer~~stock, ~~was~~par value $0.~~00 on March 25~~0001, ~~2013~~outstanding.

~~APPLICABLE~~Table ~~ONLY~~of ~~TO CORPORATE REGISTRANTS~~Contents

AsTABLE ofOF ~~March 25, 2013, there were 31,390,000 shares of common stock, par value $.0001, outstanding.~~CONTENTS

		Page
PART I
Item 1.	Description of Business	4
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	14
Item 2.	Description of Property	14
Item 3.	Legal Proceedings	14
Item 4.	Mining Safety Disclosures	14

PART II
Item 5.	Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities	15
Item 6.	Selected Financial Data	16
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 8.	Financial Statements and Supplementary Data	21
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21
Item 9A.	Controls and Procedures	22
Item 9B.	Other Information	22

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	23
Item 11.	Executive Compensation	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
Item 13.	Certain Relationships and Related Transactions	25
Item 14.	Principal Accounting Fees and Services	25

PART IV
Item 15.	Exhibits, Financial Statement Schedules	26

Table of Contents

FORWARD-LOOKING STATEMENTS

~~Certain~~This ~~statements made in this Annual Report on~~ Form 10-K ~~are~~contains “forward-looking” statements” ~~(within~~including ~~the~~statements ~~meaning of the Private Securities Litigation Reform Act of 1995)~~ regarding ~~the~~our ~~plans~~expectations ~~and objectives~~ of ~~management~~our ~~for~~ future operations. ~~Such~~For ~~statements~~this ~~involve known~~purpose, ~~and~~any ~~unknown~~statements ~~risks,~~contained ~~uncertainties~~in ~~and~~this ~~other~~Form ~~factors~~10-K that ~~may~~are ~~cause~~not ~~actual~~statements ~~results, performance or achievements~~ of ~~Melanthios Acquisition~~historical ~~Corp.~~fact ~~(the~~may ~~“Company”)~~be deemed to be ~~materially different from any future results, performance or achievements expressed or implied by such~~ forward-looking statements. ~~The~~Without ~~forward-looking~~limiting ~~statements~~the ~~included~~foregoing, ~~herein~~words ~~are~~such ~~based~~as ~~on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based~~“may,” ~~in part~~“will,” ~~on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to~~“expect,” ~~among other things~~“believe, ~~future~~” ~~economic~~“anticipate,” ~~competitive and market conditions and future business decisions~~“estimate,” ~~all~~or of“continue” ~~which are difficult~~ or ~~impossible~~comparable toterminology ~~predict accurately and many of which~~ are ~~beyond~~intended ~~the~~to ~~control~~identify ~~of the Company. Although the Company believes its assumptions underlying the~~ forward-looking statements. ~~are~~These ~~reasonable,~~statements ~~any~~by oftheir ~~the~~nature ~~assumptions~~involve ~~could~~substantial ~~prove~~risks ~~inaccurate~~ and, ~~therefore~~uncertainties, ~~there~~and ~~can~~actual beresults nomay ~~assurance the~~differ ~~forward-looking~~materially ~~statements~~depending ~~included~~on ina ~~this~~variety ~~Report will prove to be accurate. In light~~ of ~~the significant uncertainties inherent in the forward-looking statements included herein~~factors, ~~the~~many ~~inclusion~~ of ~~such~~which ~~information~~are ~~should~~ not bewithin ~~regarded~~our ~~as a representation by the Company or any other person that the objectives and plans of the Company will be achieved~~control.

These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth, our ability to successfully make and integrate acquisitions, new product development and introduction, existing government regulations and changes in, or the failure to comply with, government regulations, adverse publicity, competition, fluctuations and difficulty in forecasting operating results, change in business strategy or development plans, business disruptions, the ability to attract and retain qualified personnel, the ability to protect technology, and the risk of foreign currency exchange rate. Although the forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. In light of these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to announce publicly revisions we make to these forward-looking statements to reflect the effect of events or circumstances that may arise after the date of this report. All written and oral forward-looking statements made subsequent to the date of this report and attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.

PART I

Item 1. Description of Business.

(a) Business Development

~~Melanthios~~MJ ~~Acquisition Corp~~Pharmaceuticals, Inc. (“we”, “us”, “our”, the "Company" or the "Registrant") was incorporated under the laws of the State of Delaware on February 21, 2012 ~~and has been inactive since inception~~. The Company intends to ~~serve as~~continue agrowth ~~vehicle~~through tocontinued ~~effect~~development anof, ~~asset~~the ~~acquisition~~licensing of rights, the acquisition or merger with, ~~exchange~~domestic or foreign business in the fields of ~~capital~~Medicinal ~~stock~~Cannabis orPatented ~~other~~Products, ~~business~~Cannabis ~~combination~~Laboratory ~~with~~Testing aand ~~domestic~~E-Commerce ~~or foreign~~Payment ~~business~~Solutions.

The Company is an “emerging growth company” (“EGC”), that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commission’s (“SEC’s”) reporting and disclosure rules (See Emerging Growth Companies Section Below) and have selected December 31 as its fiscal year end.

(b) Business of Issuer

~~The~~Medicinal ~~Company,~~Cannabis ~~based on~~Patented proposed business activities, is a "blank check" company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination.Products

~~The~~We ~~Company~~have ~~intends to~~and ~~comply~~continue ~~with~~to ~~the~~develop ~~periodic~~products ~~reporting~~that ~~requirements~~are ofunique to the ~~Exchange~~cannabis ~~Act~~industry, for sothe ~~long~~“delivery” asand itconsumption isof ~~subject~~medicated todoses ~~those~~of ~~requirements~~Medicinal Cannabis.

~~The~~We ~~Company~~will ~~was organized~~rely ason apatents, ~~vehicle~~trade tosecrets, ~~investigate~~copyrights, ~~and~~know-how, iftrademarks, ~~such~~license ~~investigation~~agreements ~~warrants,~~and ~~acquire~~contractual aprovisions ~~target~~to ~~company~~establish orour ~~business~~intellectual ~~seeking~~property ~~the~~rights ~~perceived advantages~~to ofprotect ~~being~~these aproducts ~~publicly~~and ~~held corporation~~services. ~~The~~Our ~~Company’s~~success ~~principal~~is ~~business~~heavily ~~objective~~dependent ~~for~~upon the ~~next~~development ~~12 months~~ and ~~beyond such~~protection ~~time~~of ~~will~~proprietary betechnology, toand ~~achieve~~licensing ~~long-term~~of ~~growth~~others. ~~potential~~These ~~through~~legal ameans, ~~combination~~however, ~~with~~afford aonly ~~business~~limited ~~rather~~protection ~~than~~and ~~immediate,~~may ~~short-term earnings.~~not ~~The~~adequately ~~Company~~protect ~~will~~our ~~not~~rights. ~~restrict~~Litigation ~~its~~may ~~potential~~be ~~candidate~~necessary ~~target~~in ~~companies~~the future to ~~any~~enforce ~~specific~~our ~~business~~intellectual property rights, ~~industry~~protect our trade secrets or ~~geographical location~~determine the validity and, ~~thus,~~scope ~~may~~of ~~acquire~~the ~~any~~proprietary ~~type~~rights of ~~business~~others. Litigation could result in substantial costs and diversion of resources and management attention.

~~The~~We ~~analysis~~cannot ~~of new~~assure ~~business~~you ~~opportunities~~that ~~will~~competitors ~~be undertaken by~~ or ~~under~~other ~~the~~parties ~~supervision~~have ofnot ~~William~~filed ~~Tay,~~or in the ~~sole~~future ~~officer~~will ~~and~~not ~~director~~file ofapplications ~~the Registrant. As of this date~~for, ~~the~~or ~~Company~~have ~~has~~ not ~~entered~~received ~~into~~or ~~any~~in ~~definitive~~the ~~agreement~~future ~~with~~will ~~any~~not ~~party~~receive, ~~nor~~patents ~~have~~or ~~there~~obtain ~~been~~additional ~~any specific~~proprietary ~~discussions~~rights ~~with~~relating ~~any~~to ~~potential~~products ~~business~~and ~~combination~~services ~~candidate~~or ~~regarding~~processes ~~business~~used ~~opportunities~~or ~~for~~proposed ~~the~~to ~~Company.~~be ~~The~~used ~~Registrant has~~by ~~unrestricted~~us. ~~flexibility~~In inthat ~~seeking~~case, ~~analyzing~~our ~~and~~competitive ~~participating~~position incould ~~potential~~be ~~business~~harmed ~~opportunities.~~and Inwe ~~its~~may ~~efforts~~be required to ~~analyze potential~~obtain ~~acquisition~~licenses ~~targets,~~to ~~the~~patents ~~Registrant~~or ~~will~~proprietary ~~consider~~rights ~~the following kinds~~ of ~~factors:~~others.

~~(a) Potential for growth, indicated by new technology, anticipated market expansion or new products;~~4

~~(b)~~Table ~~Competitive position as compared to other firms~~ of ~~similar size and experience within the industry segment as well as within the industry as a whole;~~Contents

~~(c)~~In ~~Strength~~addition, ~~and~~the ~~diversity~~laws of ~~management,~~some ~~either~~of the countries in ~~place~~which our products and services are or ~~scheduled~~may ~~for~~be ~~recruitment;~~sold may not protect our products and services and intellectual property to the same extent as U.S. laws, if at all. We may be unable to protect our rights in proprietary technology in these countries.

~~(d)~~We ~~Capital~~intend ~~requirements~~to ~~and~~protect ~~anticipated~~our ~~availability~~investment in the research and development of ~~required~~our ~~funds,~~products toand betechnologies. ~~provided~~We byintend to seek the ~~Registrant~~widest orpossible ~~from~~protection ~~operations,~~for significant product and process developments in our major markets through ~~the~~a ~~sale~~combination of ~~additional~~trade ~~securities~~secrets, ~~through~~trademarks, ~~joint~~copyrights ~~ventures~~and orpatents, ~~similar~~if ~~arrangements~~applicable. orWe ~~from~~anticipate ~~other~~that ~~sources;~~the form of protection will vary depending upon the level of protection afforded by the particular jurisdiction.

~~(e)~~We ~~The~~intend ~~cost~~to ofregister ~~participation~~trademarks byas ~~the~~a ~~Registrant~~means asof ~~compared~~protecting to the ~~perceived~~brand ~~tangible~~names of our companies and ~~intangible~~products. ~~values~~We intend protect our trademarks against infringement and ~~potentials;~~also seek to register design protection where appropriate.

~~(f)~~We will rely on trade secrets and unpatentable know-how that we seek to protect, in part, by confidentiality agreements. Our policy will be to require some of our employees to execute confidentiality agreements upon the commencement of employment with us. These agreements will provide that all confidential information developed or made known to the individual during the course of the individual’s relationship with us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. The ~~extent~~agreements will also provide that all inventions conceived by the individual while rendering services to ~~which~~us shall be assigned to us as the ~~business~~exclusive ~~opportunity~~property of our company. There can be ~~advanced;~~no assurance, however, that all persons who we desire to sign such agreements will sign, or if they do, that these agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets or unpatentable know-how will not otherwise become known or be independently developed by competitors.

~~(g)~~Cannabis ~~The~~Laboratory ~~accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and~~Testing

~~(h)~~Our ~~Other~~cannabis ~~relevant~~testing ~~factors~~operations will perform all cannabis related testing using FDA compliant laboratory equipment and processes. We seek to be a full-service testing lab for cannabis and ancillary cannabis infused products. We propose to be a third party independent testing laboratory facility for cannabis, cannabis infused products and other botanical nutraceuticals to serve growers, dispensaries, caregivers and all end users of cannabis and botanical products. Our mission will be to provide pharmaceutical-grade analysis and testing to the cannabis industry to ensure consumers and patients know exactly what is in the cannabis they ingest and to help maximize the quality of our client’s products through research, development and standardization.

InTesting ~~applying~~will ~~the foregoing~~encompass ~~criteria~~such items as; potency, nothe ~~one~~presence of ~~which~~residual ~~will~~solvents, bemicrobial ~~controlling~~contamination, ~~management~~metals ~~will~~and ~~attempt~~heavy metals which include, but are not limited to, ~~analyze~~substances ~~all~~like ~~factors~~arsenic, cadmium, lead, or mercury. Not only is testing for potency and ~~circumstances~~Cannabidiol (“CBD”) and ~~make a~~tetrahydrocannabinol ~~determination~~(“THC”) ~~based~~content ~~upon~~important, ~~reasonable~~we ~~investigative~~recognize ~~measures~~the ~~and~~need ~~available~~for ~~data~~more profound testing as the company develops. ~~Potentially~~We ~~available~~are ~~business~~committing ~~opportunities~~to ~~may occur~~follow inFDA, ~~many~~DEA, ~~different~~EPA, ~~industries~~USDA guidelines, standard operating procedures (“SOP”), and atGood ~~various~~Lab ~~stages~~Practices of(“GLP”) ~~development,~~that ~~all~~are ofin ~~which~~line with current Federal and State governing bodies. We will ~~make~~provide ~~the~~a ~~task~~variety of ~~comparative~~tests ~~investigation~~ to safely and ~~analysis~~effectively share enhanced understanding of ~~such~~the ~~business~~cannabis ~~opportunities~~plant ~~extremely~~with ~~difficult~~caregivers, dispensaries and ~~complex~~patients. ~~Due~~By tostandardizing our approach and investment in the ~~Registrant's~~highest ~~limited~~quality ~~capital~~testing ~~available for~~machinery ~~investigation,~~we will eliminate the ~~Registrant~~problem ~~may~~of ~~not~~many ~~discover~~testing orlabs ~~adequately~~that ~~evaluate~~often ~~adverse~~return ~~facts~~inconsistent ~~about~~results for the ~~opportunity~~exact tosame betest ~~acquired~~sample; a common concern of many end-users and clients alike.

IfWe the Company engages in a registration statement offering our securities for sale as a blank check company or with a company that would still be considered a shell company or blank check company, our securities will ~~require~~screen ~~registration~~medicinal ~~subject~~cannabis to Rule 419. The Securities and Exchange Commission has adopted a rule (Rule 419) which defines a blank-check company as (i) a development stage company, that is (ii) offering penny stock, as defined by Rule 3a51-1, and (iii) that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies. Should we file a registration statement offering of our securities for ~~sale~~potentially ~~before~~harmful ~~we complete a business combination with an operating company~~contaminants, the Company would be considered a blank check company within the meaning of Rule 419 and any sales of the stock issued in the offering would require a registration under the Securities Act of 1933, as amended, furthermore, the registered securities and the proceeds from an offering subject to Rule 419 require the followingincluding:

~~(a)~~● ~~Deposit~~Solvents ● Pesticides ● Mold ● Heavy metals, including mercury, arsenic, lead, and ~~investment~~cadmium of● ~~proceeds~~Biological toxins, such as aflatoxin, ricin, and botulinum toxins ● Residual organic chemicals used in extraction ● Microbial contaminants including E. coli, salmonella, and Aspergillus

All offering proceeds, after deduction of cash paid for underwriting commissions, underwriting expenses and dealer allowances, and amounts permitted to be released to the registrant shall be deposited promptly into the escrow or trust account; provided, however, that no deduction may be made for underwriting commissions, underwriting expenses or dealer allowances payable to an affiliate of the registrant.5

~~(b)~~Table ~~Deposit~~ of ~~securities~~Contents

~~All~~We ~~securities~~will ~~issued in~~also ~~connection~~test ~~with~~cannabis ~~the offering, whether or not~~ for ~~cash~~its ~~consideration~~quality, ~~and any other securities issued with respect to such securities~~potency, ~~including~~ ~~securities~~and ~~issued~~cannabinoid ~~with~~and ~~respect~~terpene ~~to stock splits~~profiles, ~~stock~~which ~~dividends,~~determine ~~or similar rights, shall be deposited directly into~~ the ~~escrow~~suitability orof ~~trust~~specific ~~account~~cannabis ~~promptly~~strains ~~upon~~for ~~issuance. The identity of~~ the ~~purchaser~~treatment of ~~the~~specific ~~securities shall be included on the stock certificates or other documents evidencing such securities~~ailments.

~~(c)~~Market ~~Release of deposited and funds securities~~Overview

~~Post-effective~~According ~~amendment for~~to ~~acquisition~~the ~~agreement~~Marijuana Business Daily, “U.S. ~~Upon~~retail ~~execution~~cannabis ofsales anwill ~~agreement(s)~~rise ~~for~~more than five-fold over the ~~acquisition(s)~~next offive ayears, ~~business(es)~~from oran ~~assets~~estimated ~~that~~$2.2-$2.6 ~~will~~billion ~~constitute the~~in ~~business~~2014 ~~(or~~to a$7.4-8.2 ~~line~~billion ofin ~~business)~~2018. ofAs the ~~registrant~~cannabis ~~and~~industry ~~for~~expands, ~~which~~we ~~the~~expect ~~fair~~to ~~value~~see ofa ~~the~~concomitant ~~business(es)~~increase orin ~~net~~state ~~assets~~regulations relating to bethe ~~acquired represents~~testing atand ~~least~~disclosure ~~80 percent~~ of ~~the~~cannabis ~~maximum~~and ~~offering~~cannabis ~~proceeds,~~related ~~including~~products. ~~proceeds~~We ~~received~~believe orthat tothere will be ~~received~~a ~~upon~~strong ~~the~~demand ~~exercise or~~for ~~conversion~~qualified oflaboratories ~~any~~to ~~securities~~perform ~~offered,~~such ~~but~~testing ~~excluding~~both ~~amounts~~to ~~payable~~assist producers of cannabis and cannabis products to ~~non-affiliates~~meet ~~for~~expected ~~underwriting~~state ~~commissions,~~mandated ~~underwriting expenses,~~requirements and ~~dealer~~to ~~allowances,~~provide ~~the~~assurance ~~registrant~~to ~~shall~~consumers ~~file~~regarding athe ~~post-effective~~safety ~~amendment~~and ~~disclosing~~composition ~~the~~of ~~entire~~such ~~transaction~~products.

Mr. Tay, the sole officer, director and shareholder has no intentions of engaging in any transactions with respect to the Company's Common Stock except in connection with or following a business combination resulting in the Company no longer being defined as a blank check issuer. Any transactions in our Common Stock by said shareholder will require compliance with the registration requirements under the Securities Act of 1933, as amended.Competition

~~Furthermore,~~The ~~if we~~cannabis ~~publicly~~industry ~~offer~~in ~~any securities as a condition to~~ the ~~closing~~United ofStates ~~any~~is ~~acquisition~~highly ~~or business combination while we are a blank check or shell company~~fragmented, werapidly ~~will~~expanding ~~have to fully comply with SEC Rule 419~~ and ~~deposit~~evolving. ~~all~~The ~~funds~~industry inis ~~escrow~~characterized ~~pending advice about the proposed transaction to our stockholders fully disclosing all information required~~ by ~~Regulation~~new ~~14 of the SEC~~ and ~~seeking~~potentially ~~the vote~~disruptive ~~and~~or ~~agreement~~conflicting oflegislation ~~investment~~propounded ofon ~~those~~a ~~stockholders~~state toby ~~whom~~state ~~such~~basis. ~~securities~~Our ~~were~~competitors ~~offered;~~may ifbe nolocal ~~response is received from these stockholders within 45 days thereafter~~ or ifinternational ~~any~~enterprises ~~stockholder~~and ~~elects~~may ~~not~~have ~~to invest following our advice about the proposed transaction~~financial, ~~all~~ ~~funds that must be held in escrow by us under Rule 419~~technical, ~~as applicable~~sales, ~~will~~marketing beand ~~promptly~~other ~~returned~~resources togreater ~~any~~than ~~such stockholder~~ours. ~~All securities~~These ~~issued~~companies inmay ~~any~~also ~~such~~compete ~~offering~~with ~~will~~us ~~likewise be deposited~~ in ~~escrow,~~recruiting ~~pending~~and ~~satisfaction~~retaining ofqualified ~~the~~personnel ~~foregoing~~and ~~conditions~~consultants. In addition, if we enter into a transaction with a company that would still be considered a shell company or blank check company, the exemption from registration available from Rule 144, for the resales of our securities by our shareholders, would not be available to us.

~~SEARCH~~Our ~~FOR~~competitive ~~TARGET~~position ~~BUSINESS~~will depend on our ability to attract and retain qualified scientists and other personnel, develop effective proprietary products and solutions, the personal relationships of our executive officers and directors, and our ability to secure adequate capital resources. We compete to attract and retain customers of our services. We expect to compete in this area on the basis of price, regulatory compliance, vendor relationships, usefulness, availability, and ease of use of our services.

WeGovernment intend to search for a target business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, financial advisors and similar persons, accounting firms and attorneys. The approximate number of persons or entities that will be contacted is unknown and dependent on whether any opportunities are presented by the sources that we contact. We also intend to list our company for sale on the MergerNetwork.com website and other similar websites on the Internet. In doing so, we will comply with any applicable securities laws given our status as a reporting company. This method of soliciting for a target business by listing on such website has proven successful in the past for the blank check companies in which our sole officer and director, Mr. Tay, has been involved with. We intend to seek for a target business by using this method of solicitation. However, there is no assurance that we will locate a target company for a business combination.Regulation

InMarijuana ~~the~~is ~~evaluation of~~categorized ~~potential~~as ~~target~~a ~~companies~~Schedule I controlled substance by the ~~Company~~Drug ~~will~~Enforcement ~~ensure~~Agency ~~that~~and the ~~target~~United ~~company~~States ~~has~~Department ~~the~~of ~~necessary~~Justice ~~cash~~and ~~resources~~is illegal to ~~meet~~grow, ~~per~~possess ~~determined obligations~~and consume under Federal law. A Schedule I controlled substance is defined as a substance that ~~may~~has beno ~~different~~currently ~~from~~accepted ~~time~~medical touse ~~time~~in tothe ~~become~~United States, a ~~public~~lack ~~company~~of safety for use under medical supervision and ~~continue~~a ~~reporting~~high potential for abuse. The Department of Justice defines Schedule 1 controlled substances as ~~required~~“the bymost dangerous drugs of all the ~~SEC.~~drug ~~These obligations~~schedules ~~include~~with ~~compensation~~potentially tosevere bepsychological ~~received~~or byphysical Mrdependence.” ~~Tay~~However, ~~other~~since ~~affiliates~~1995, 23 states and the ~~Company,~~District ~~ongoing~~of ~~legal~~Columbia ~~fees,~~have ~~audit~~passed ~~fees~~state ~~and~~laws ~~filing fees.~~that ~~The~~permit ~~financial~~doctors ~~capabilities~~to ofrecommend ~~the~~prescribing ~~target~~cannabis ~~company~~for medical-use and four states, Colorado, Oregon, Alaska and Washington, have ~~affected~~enacted laws that legalize the ~~decisions~~adult-use of acannabis ~~business~~for ~~combination~~any reason. This has created an unpredictable business-environment for ~~blank~~dispensaries ~~check~~and ~~companies Mr.~~collectives ~~Tay~~that ~~has~~legally ~~been~~operate ~~involved~~under state-laws but in ~~the~~violation ~~past~~of ~~and~~Federal ~~will~~law. ~~affect~~On August 29, 2013, United States Deputy Attorney General James Cole issued the ~~decision~~Cole Memo to ~~proceed~~United ~~with~~States aAttorneys ~~business~~guiding ~~combination~~them ~~with~~to prioritize enforcement of Federal law away from the ~~Company.~~cannabis industry operating as permitted under state law, so long as:

~~ASPECTS~~● OFcannabis Ais ~~REPORTING~~not ~~COMPANY~~being distributed to minors and dispensaries are not located around schools and public buildings; ● the proceeds from sales are not going to gangs, cartels or criminal enterprises; ● cannabis grown in states where it is legal is not being diverted to other states; ● cannabis-related businesses are not being used as a cover for sales of other illegal drugs or illegal activity; ● there is not any violence or use of fire-arms in the cultivation and sale of marijuana; ● there is strict enforcement of drugged-driving laws and adequate prevention of adverse health consequences; and ● cannabis is not grown, used, or possessed on Federal properties.

~~Mr.~~The ~~Tay,~~Cole ~~the~~Memo ~~sole officer~~is ~~and~~meant ~~director,~~only ~~believes~~as ~~the~~a ~~Company~~guide ~~will~~for ~~offer~~United ~~owners~~States ofAttorneys ~~business~~and ~~opportunities~~does ~~the~~not ~~opportunity~~alter ~~to acquire a controlling ownership interest~~ in aany ~~public~~way ~~company~~the atDepartment ~~substantially~~of ~~less~~Justice’s ~~initial~~Federal ~~cost~~authority ~~than is required~~ to ~~conduct~~enforce anFederal ~~initial~~law, ~~public~~including ~~offering. Upon~~Federal ~~the~~laws ~~consummation~~relating ofto ~~a Business Combination~~cannabis, ~~the~~regardless ~~Company~~of isstate ~~required~~law. toWe ~~file~~will ~~within~~implement ~~four~~procedures ~~business days with the Securities~~ and ~~Exchange~~policies ~~Commission a current report on Form 8-K~~ to ~~disclose~~ensure ~~the~~we ~~Business~~are ~~Combination,~~operating ~~the~~in ~~terms~~compliance ofwith the ~~transaction~~“Cole ~~and~~Memo”. aHowever, ~~description of~~we ~~the~~cannot ~~business~~provide ~~and~~assurance ~~management~~that ofour ~~the~~actions ~~Target~~are ~~Business,~~in ~~among~~full ~~other~~compliance ~~things,~~with ~~and will include audited consolidated financial statements of~~ the ~~Company~~Cole ~~giving~~Memo ~~effect~~or toany ~~the~~other ~~Business~~laws ~~Combination~~or regulations.

The owners of the business opportunities will, however, incur significant post-merger or acquisition registration costs in the event they wish to register a portion of their shares for subsequent sale. The Company will also incur significant legal and accounting costs in connection with the acquisition of a business opportunity including the costs of preparing post-effective amendments, Forms 8-K, agreements and related reports and documents nevertheless, the officer and directors of the Company has not conducted market research and are not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity, as opposed to engaging in an initial public offering or registering their existing company on Form 10. The total costs of effecting a reverse merger with the Company will likely be the same as if the business opportunity filed its own Exchange Act registration statement. A shell company (such as the Company) which already has registered its common stock on a Form 10, presents to many prospective business opportunities the perceived advantage of having passed one of the regulatory requirements (registration under Section 12 of the Securities Exchange Act) which is required for listing of the common stock on a national securities exchange or other US trading market. On its part, the Company will likely be required, as a condition of any acquisition transaction, to retire any existing liabilities it may have and indemnify the incoming business opportunity for any unknown liabilities. Since the Company will not engage in business operations, its only expected liabilities would be for legal, accounting, and transfer agent services, for payment of its annual franchise fees, and other fees and expenses which would be arranged for by management.6

~~Our~~Table ~~shares~~ of common stock are not registered under the securities laws of any state or other jurisdiction, and accordingly there is no public trading market for our common stock. Further, no public trading market is expected to develop in the foreseeable future unless and until the Company completes a business combination with an operating business and the Company thereafter files a registration statement under the Securities Act. Therefore, outstanding shares of our common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. Shares of our common stock cannot be sold under the exemptions from registration provided by Rule 144 under or Section 4(1) of the Securities Act (“Rule 144”) so long as the Company is designated a “shell company” and for 12 months after it ceases to be a “shell company”, provided the Company otherwise is in compliance with the applicable rules and regulations. Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.Contents

~~CHALLENGES~~The OFcurrent ~~PUBLIC~~administration ~~REPORTING~~has ~~COMPANY~~ effectively stated that it is not an efficient use of resources to direct federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana. However, there is no guarantee that the administration will not change its stated policy regarding the low-priority enforcement of federal laws. Additionally, any new administration that follows could change this policy and decide to enforce the federal laws strongly. Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage to us. While we do not intend to harvest, distribute or sell cannabis, we may be irreparably harmed by a change in enforcement by the Federal or state governments.

~~Companies~~E-Commerce ~~and~~Payment their directors and officers are facing intense scrutiny from regulators, stock exchanges, institutional investors, shareholders and the media. Regulators have been very active in imposing new governance and disclosure requirements and are increasingly vigilant in enforcing those requirements, particularly in the wake of the recent financial market turmoil. In addition, directors' duties, conflicts of interests and processes of deliberation are being scrutinized more closely by investors and the courts, significantly increasing the exposure of directors to lawsuits and potential liability. These developments, and others, have created new risks for public companies and their directors and officers. The CEO and CFO of every public company are required to personally stand behind financial statements and other documents. They must personally certify several aspects of the company's disclosure including the integrity of interim and annual filings, design and evaluation, and disclosure of conclusions as to the effectiveness, of disclosure controls and procedures and design of, and disclosure of material changes in, internal control over financial reporting.Solutions

~~The~~We ~~CEO~~will ~~and~~continue ~~CFO~~to ofdevelop ~~every~~our ~~public~~e-commerce ~~company (except~~software ~~investment~~solutions ~~funds)~~for ~~are~~the ~~also~~Property ~~required~~Management toand ~~provide~~Rental ~~expanded~~Industry ~~certifications~~ with ~~respect~~the toaddition ~~its~~of ~~internal~~additional ~~control~~portals ~~over~~to ~~financial reporting~~enhance ~~(ICFR).~~the ~~Specifically,~~“usability” ~~CEOs~~of ~~and~~the ~~CFOs~~product ~~are required~~ to ~~certify~~encompass ~~annually~~a ~~that~~“one-stop-shop” ~~they~~approach ~~have~~for ~~evaluated,~~end orusers. ~~caused~~Revenue tofrom beour ~~evaluated under~~e-commerce ~~their~~software ~~supervision,~~solutions ~~the~~is ~~effectiveness~~primarily comprised of ~~the~~transaction ~~company's~~fees ~~ICFR;~~for ~~and~~certain ~~disclosed~~e-commerce insoftware ~~the~~solutions, ~~annual~~such ~~management's~~as ~~discussion~~payment ~~and~~processing. ~~analysis (MD&A)~~Typically, ~~their~~we ~~conclusions~~price ~~about~~our ~~the~~e-commerce ~~effectiveness~~software ofsolutions ~~the~~based ~~company's~~primarily ~~ICFR~~on customer usage.

~~The~~During ~~corporate~~the ~~governance guidelines~~year ~~deal~~ended ~~with~~December ~~matters~~31, ~~such~~2014, asrevenue ~~board~~from ~~composition;~~our ~~meetings~~e-commerce ofsoftware ~~independent~~solutions ~~directors;~~was ~~board mandate; position descriptions of the CEO~~$6,731, ~~board~~representing ~~and~~100% ~~committee chairs; orientation and continuing education; code~~ of ~~business~~our ~~conduct~~total ~~and~~revenue ~~ethics;~~for ~~nomination~~the ~~of directors; compensation; and regular board assessments~~period.

~~FORM~~Licensing OFand ~~ACQUISITION~~Subscription Revenue

~~The~~Our ~~manner~~licensing inand ~~which the~~subscription ~~Company~~software ~~participates~~solutions inrevenue anwill ~~opportunity~~be ~~will~~derived ~~depend~~from ~~upon~~license ~~the~~and ~~nature~~subscription offees ~~the~~under ~~opportunity~~term license agreements. Typically, ~~the~~we ~~respective~~will ~~needs~~license our licensing and ~~desires~~subscription ~~of the~~software ~~Company~~solutions ~~and~~pursuant ~~the~~to ~~promoters~~term license agreements with an initial term of ~~the~~one ~~opportunity,~~year that will include maintenance and ~~the~~support. ~~relative~~Customers ~~negotiating~~will ~~strength~~be ofable ~~the~~to ~~Company~~renew their term licensing and ~~such~~subscription ~~promoters~~agreement for additional one-year terms at renewal price levels.

ItPromotional isSoftware likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization.

~~The~~Our ~~present~~promotional ~~stockholders of~~software ~~the~~solutions ~~Company~~revenue will ~~likely~~primarily ~~not~~be ~~have~~derived ~~control~~from ofsubscription aagreements ~~majority~~based ofon ~~the~~usage ~~voting~~on ~~securities of the Company following~~ a ~~reorganization~~monthly ~~transaction. As part of such a transaction, all,~~ or aannual ~~majority~~basis. ~~of,~~Fees ~~the~~will ~~Company's~~vary ~~directors~~per ~~may~~location ~~resign~~based ~~and~~on ~~one~~market orfactors ~~more~~relevant ~~new~~to ~~directors~~that ~~may be appointed without any vote by stockholders~~location.

~~The~~ASPECTS ~~Company~~OF ~~anticipates that~~A ~~prior~~REPORTING to consummating any acquisition or merger, the Company, if required by relevant state laws and regulations, will seek to have the transaction approved by stockholders in the appropriate manner. Certain types of transactions may be entered into solely by Board of Directors approval without stockholder approval. Under Delaware law, certain actions that would routinely be taken at a meeting of stockholders may be taken by written consent of stockholders having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders. Thus, if stockholders holding a majority of the outstanding shares decide by written consent to consummate an acquisition or a merger, minority stockholders would not be given the opportunity to vote on the issue. If stockholder approval is required, the Board will have discretion to consummate the transaction by written consent if it is determined to be in the Company’s best interest to do so. Regardless of whether an acquisition or merger is approved by Board action alone, by written consent or by holding a stockholders' meeting, the Company will provide to its stockholders complete disclosure documentation concerning the potential target, including requisite financial statements. This information will be disseminated by proxy statement in the event a stockholders' meeting is held, or by an information statement if the action is taken by written consent.COMPANY

ItOur isshares ~~anticipated that~~of common stock are not registered under the ~~investigation~~securities laws of ~~specific~~any ~~business~~state ~~opportunities~~or other jurisdiction, and ~~the~~accordingly ~~negotiation,~~there ~~drafting~~is ~~and~~no ~~execution~~public oftrading ~~relevant~~market ~~agreements~~for our common stock. Further, ~~disclosure documents~~no ~~and~~public ~~other~~trading ~~instruments~~market ~~will~~is ~~require~~expected ~~substantial~~to ~~management~~develop ~~time~~in the foreseeable future unless and ~~attention~~until the Company completes a business combination with an operating business and ~~substantial~~the ~~cost~~Company ~~for~~thereafter ~~accountants~~files a registration statement under the Securities Act. Therefore, ~~attorneys~~ outstanding shares of our common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and ~~others~~any other applicable federal or state securities laws or regulations. IfShares aof ~~decision~~our iscommon ~~made~~stock ~~not~~cannot tobe ~~participate~~sold inunder athe ~~specific~~exemptions ~~business~~from ~~opportunity,~~registration provided by Rule 144 under or Section 4(1) of the ~~costs~~Securities ~~theretofore~~Act ~~incurred~~(“Rule in144”) so long as the ~~related~~ ~~investigation~~Company ~~might~~is ~~not~~designated a “shell company” and for 12 months after it ceases to be ~~recoverable.~~a ~~Furthermore~~“shell company”, ~~even~~provided ifthe anCompany ~~agreement~~otherwise is ~~reached~~in compliance with the applicable rules and regulations. Compliance with the criteria for securing exemptions under federal securities laws and the ~~participation~~securities inlaws aof ~~specific business~~the ~~opportunity~~various states is extremely complex, especially in respect of those exemptions affording flexibility and the ~~failure~~elimination toof ~~consummate~~trading ~~that~~restrictions ~~transaction~~in ~~may~~respect ~~result~~of securities received in ~~the~~exempt ~~loss~~transactions toand ~~the~~subsequently ~~Company~~disposed of without registration under the ~~related~~Securities ~~costs~~Act ~~incurred~~or state securities laws.

We presently have no employees apart from our management, which consist of one person, our sole officer and director, William Tay. Our sole officer and director is engaged in outside business activities and anticipates that he will devote to our business approximately five (5) hours per week until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.7

~~(c)~~Table ~~Reports~~of ~~to security holders.~~Contents

~~(1)~~EMERGING ~~The~~GROWTH ~~Company~~COMPANY ~~will comply with all required disclosure needing to be distributed to security holders including the delivery of an annual report when required.~~(EGC)

~~(2)~~We ~~The~~are ~~Company~~an ~~will~~emerging ~~file~~growth ~~reports~~company ~~with~~under the ~~Securities~~JOBS ~~and Exchange Commission~~Act. ~~The~~We ~~Company~~shall iscontinue ato ~~reporting~~be ~~company~~deemed ~~and~~an ~~will~~emerging ~~comply~~growth ~~with~~company ~~the~~until ~~requirements of~~ the ~~Exchange~~earliest ~~Act.~~of:

~~The~~(a) ~~public~~the ~~may~~last ~~read and~~day ~~copy~~of ~~any materials~~ the ~~Company~~fiscal ~~files~~year ~~with~~of the ~~SEC~~issuer induring ~~the~~which ~~SEC's~~it ~~Public~~had ~~Reference~~total ~~Section,~~annual ~~Room~~gross ~~1580,~~revenues ~~100~~of ~~F Street N.E.~~$1, ~~Washington~~000, ~~D.C.~~000,000 ~~20549.~~(as ~~The~~such ~~public~~amount ~~may~~is ~~obtain~~indexed ~~information~~for oninflation ~~the~~every ~~operation~~5 ofyears ~~the Public Reference Section~~ by ~~calling~~ the ~~SEC~~Commission atto ~~1-800-SEC-0330. Additionally,~~reflect the ~~SEC~~change ~~maintains~~in anthe ~~Internet~~Consumer ~~site~~Price ~~that~~Index ~~contains~~for ~~reports,~~All ~~proxy~~Urban ~~and~~Consumers ~~information~~published ~~statements,~~by ~~and~~the ~~other~~Bureau ~~information regarding~~of ~~issuers~~Labor ~~that~~Statistics, ~~file~~setting ~~electronically with~~ the ~~SEC,~~threshold ~~which~~to ~~can~~the benearest ~~found~~1,000,000) ator ~~http://www.sec.gov.~~more;

~~EMERGING~~(b) ~~GROWTH~~the ~~COMPANY~~last ~~(EGC)~~day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement;

We(c) ~~are~~the andate ~~emerging~~on ~~growth~~which ~~company~~such ~~under the~~issuer ~~JOBS~~has, ~~Act.~~during Wethe ~~shall~~previous ~~continue~~3-year toperiod, beissued ~~deemed~~more anthan ~~emerging~~$1,000,000,000 ~~growth~~in ~~company~~non-convertible ~~until~~debt; ~~the earliest of:~~or

(ad) the ~~last~~date ~~day~~on ofwhich ~~the~~such ~~fiscal year of the~~ issuer ~~during~~is ~~which~~deemed itto ~~had~~be ~~total~~a ~~annual~~‘large ~~gross~~accelerated ~~revenues of $1~~filer’,~~000,000,000~~ (as ~~such~~defined ~~amount is indexed for inflation every 5 years by the Commission to reflect the change~~ in ~~the~~section ~~Consumer~~240.12b-2 ~~Price Index for All Urban Consumers published by the Bureau~~ of ~~Labor~~title ~~Statistics~~17, ~~setting~~Code ~~the~~of ~~threshold~~Federal ~~to the nearest 1~~Regulations,~~000,000)~~ or ~~more;~~any successor thereto.’.

~~(b)~~We ~~the~~qualify ~~last~~as ~~day~~an of“emerging ~~the~~growth ~~fiscal~~company” ~~year~~or of“EGC” under the ~~issuer~~JOBS ~~following~~Act. ~~the~~As ~~fifth~~a ~~anniversary~~result, ofwe ~~the~~are ~~date~~permitted ofto, ~~the~~and ~~first~~intend ~~sale~~to, ofrely ~~common~~on ~~equity~~exemptions ~~securities~~from ofcertain ~~the~~disclosure ~~issuer~~requirements. ~~pursuant~~For toso long as we are an ~~effective~~emerging ~~IPO~~growth ~~registration~~company, ~~statement;~~we will not be required to:

~~(c)~~· ~~the~~have ~~date~~an onauditor ~~which~~report ~~such~~on ~~issuer~~our ~~has,~~internal ~~during~~controls ~~the~~over ~~previous~~financial ~~3-year~~reporting ~~period,~~pursuant ~~issued~~to ~~more~~Section ~~than~~404(b) ~~$1,000,000,000~~of inthe ~~non~~Sarbanes-~~convertible~~Oxley ~~debt~~Act; or

~~(d)~~· comply with any requirement that may be adopted by the ~~date~~Public onCompany ~~which~~Accounting ~~such~~Oversight ~~issuer~~Board isregarding ~~deemed~~mandatory toaudit befirm rotation or a ~~‘large~~supplement ~~accelerated~~to ~~filer~~the auditor’,s asreport ~~defined~~providing inadditional ~~section~~information ~~240.12b-2~~about ofthe ~~title~~audit ~~17,~~and ~~Code~~the offinancial ~~Federal~~statements ~~Regulations~~(i.e., oran ~~any~~auditor ~~successor~~discussion ~~thereto.’.~~and analysis);

We· ~~qualify~~submit ascertain ~~an “emerging~~executive ~~growth~~compensation ~~company”~~matters orto ~~“EGC”~~shareholder ~~under~~advisory ~~the JOBS Act. As a result~~votes, wesuch ~~are~~as ~~permitted~~“say-on-pay” ~~to,~~ and ~~intend to, rely~~ “say-on-frequency;” ~~exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:~~and

· ~~have~~disclose ancertain ~~auditor~~executive ~~report~~compensation onrelated ~~our~~items ~~internal~~such ~~controls~~as ~~over~~the ~~financial~~correlation ~~reporting~~between ~~pursuant~~executive tocompensation ~~Section~~and ~~404(b)~~performance and comparisons of the ~~Sarbanes-Oxley~~CEO’s ~~Act;~~compensation to median employee compensation.

·In ~~comply~~addition, ~~with~~Section ~~any~~107 ~~requirement~~of the JOBS Act also provides that ~~may~~an beemerging ~~adopted~~growth bycompany can take advantage of the ~~Public~~extended ~~Company~~transition ~~Accounting~~period ~~Oversight~~provided ~~Board~~in ~~regarding~~Section ~~mandatory~~7(a)(2)(B) ~~audit~~of ~~firm~~the ~~rotation~~Securities Act for complying with new or arevised ~~supplement~~accounting tostandards. ~~the~~In ~~auditor’s~~other ~~report~~words, ~~providing~~an ~~additional~~emerging ~~information~~growth ~~about~~company can delay the ~~audit~~adoption ~~and~~of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements ~~(i.e.,~~may antherefore ~~auditor~~not ~~discussion~~be ~~and~~comparable ~~analysis);~~to those of companies that comply with such new or revised accounting standards.

·We ~~submit~~will ~~certain~~remain ~~executive~~an ~~compensation~~emerging ~~matters~~growth company up to ~~shareholder~~the ~~advisory~~last ~~votes~~day of the fifth anniversary of our first registered sale of common equity securities or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, ~~such~~(ii) asthe date that we become a “~~say-on-pay~~large accelerated filer” ~~and~~as ~~“say~~defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-~~frequency;”~~convertible ~~and~~debt during the preceding three year period.

·We ~~disclose~~have ~~certain~~elected ~~executive~~to ~~compensation~~use ~~related~~the ~~items~~extended ~~such~~transition asperiod for complying with new or revised accounting standards under Section 102(b)(2) of the ~~correlation~~Jobs ~~between~~Act, ~~executive~~that ~~compensation~~allows ~~and~~us ~~performance~~to delay the adoption of new or revised accounting standards that have different effective dates for public and ~~comparisons~~private companies until those standards apply to private companies. As a result of ~~the~~this ~~CEO’s~~election, ~~compensation~~our financial statements may not be comparable to ~~median~~companies ~~employee~~that ~~compensation~~comply with public company effective dates.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.8

WeTable ~~will remain an emerging growth company up to the last day~~ of the fifth anniversary of our first registered sale of common equity securities or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.Contents

WeRule ~~have~~12b-2 ~~elected to~~of ~~use~~ the ~~extended~~Securities ~~transition~~Exchange ~~period~~Act ~~for complying with new or revised accounting standards under Section 102(b)(2)~~ of ~~the Jobs Act~~1934, ~~that~~as ~~allows~~amended, usdefines toa ~~delay~~Smaller ~~the~~Reporting ~~adoption~~Company ofas ~~new~~an orissuer ~~revised accounting standards~~ that ~~have~~is ~~different~~not ~~effective~~an ~~dates~~investment ~~for~~company, ~~public and~~an ~~private~~asset-backed ~~companies~~issuer, ~~until~~or ~~those~~a ~~standards~~majority-owned ~~apply~~subsidiary toof ~~private companies. As~~ a ~~result~~parent ofthat ~~this~~is ~~election, our financial statements may~~ not bea ~~comparable~~smaller toreporting ~~companies that comply with public~~ company ~~effective~~and ~~dates.~~that:

~~Rule~~· ~~12b-2~~ Had a public float of less than $75 million as of the ~~Securities~~last ~~Exchange~~business ~~Act~~day of ~~1934,~~its asmost ~~amended~~recently completed second fiscal quarter, ~~defines~~computed aby ~~Smaller~~multiplying ~~Reporting~~the ~~Company~~aggregate asworldwide annumber ~~issuer~~of ~~that~~shares isof ~~not~~its anvoting ~~investment company,~~and annon-voting ~~asset~~common equity held by non-~~backed~~affiliates ~~issuer~~by the price at which the common equity was last sold, or athe ~~majority-owned~~average ~~subsidiary~~of the bid and asked prices of acommon ~~parent~~equity, ~~that~~in isthe ~~not~~principal amarket ~~smaller~~for ~~reporting~~the ~~company~~common ~~and~~equity; ~~that:~~or

· ~~Had~~In the case of an initial registration statement under the Securities Act or Exchange Act for shares of its common equity, had a public float of less than $75 million as of ~~the~~a ~~last~~date ~~business~~within ~~day~~30 days of ~~its~~the ~~most~~date ~~recently~~of ~~completed~~the ~~second~~filing ~~fiscal~~of ~~quarter~~the registration statement, computed by multiplying the aggregate worldwide number of such shares ~~of its voting and non-voting common equity~~ held by non-affiliates bybefore the ~~price~~registration atplus, ~~which~~in the ~~common~~case ~~equity~~of ~~was~~a ~~last~~Securities ~~sold,~~Act orregistration statement, the ~~average~~number of ~~the~~such ~~bid~~shares ~~and~~included ~~asked~~in ~~prices~~the ofregistration ~~common~~statement ~~equity,~~by in the ~~principal~~estimated ~~market~~public ~~for~~offering ~~the~~price ~~common~~of ~~equity~~the shares; or

· In the case of an ~~initial~~issuer ~~registration~~whose ~~statement~~public ~~under~~float ~~the~~as ~~Securities~~calculated ~~Act~~under orparagraph ~~Exchange~~(1) ~~Act~~or ~~for~~(2) ~~shares~~ of ~~its~~this ~~common~~definition ~~equity~~was zero, had aannual ~~public~~revenues ~~float~~ of less than $7550 million asduring ~~of a date within 30 days of~~ the ~~date~~most ofrecently ~~the~~completed ~~filing~~fiscal ofyear ~~the~~for ~~registration~~which ~~statement,~~audited ~~computed~~financial bystatements ~~multiplying~~are the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; oravailable.

·We Inqualify ~~the~~as ~~case~~a ofSmaller anReporting ~~issuer~~Company. ~~whose~~Moreover, ~~public~~as ~~float~~a asSmaller ~~calculated~~Reporting ~~under~~Company ~~paragraph~~and ~~(1)~~so orlong ~~(2)~~as ofwe ~~this~~remain ~~definition~~a ~~was~~Smaller ~~zero~~Reporting Company, ~~had~~we ~~annual~~benefit ~~revenues~~from ofsimilar ~~less~~exemptions ~~than~~and ~~$50~~exclusions ~~million~~as ~~during~~an Emerging Growth Company. In the ~~most~~event ~~recently~~that ~~completed~~we ~~fiscal~~cease to be an Emerging Growth Company as a result of a lapse of the five year ~~for~~period, ~~which~~but ~~audited~~continue ~~financial~~to ~~statements~~be ~~are~~a Smaller Reporting Company, we would continue to be subject to similar exemptions available to Emerging Growth Companies until such time as we were no longer a Smaller Reporting Company.

We qualify as a Smaller Reporting Company. Moreover, as a Smaller Reporting Company and so long as we remain a Smaller Reporting Company, we benefit from similar exemptions and exclusions as an Emerging Growth Company. In the event that we cease to be an Emerging Growth Company as a result of a lapse of the five year period, but continue to be a Smaller Reporting Company, we would continue to be subject to similar exemptions available to Emerging Growth Companies until such time as we were no longer a Smaller Reporting Company.9

~~Item~~Table ~~1A.~~of ~~Risk Factors.~~Contents

Item 1A. Risk Factors.

AnRisk ~~investment in our Company is highly speculative in nature and involves an extremely high degree of risk.~~Factors

~~Our~~An ~~Business~~investment Isin ~~Difficult~~our ToCompany ~~Evaluate Because~~is Wehighly ~~Have~~speculative Noin ~~Operating~~nature ~~History~~and involves an extremely high degree of risk.

AsWe we have ~~no operating history or revenue and only minimal assets, there is~~ a ~~risk~~limited ~~that we will be unable to continue as a going concern and consummate a business combination. We have had no recent~~ operating history ~~nor~~and ~~any~~if ~~revenues~~we orare ~~earnings~~not ~~from~~successful ~~operations since inception. We have no significant assets or financial resources. We will,~~ in ~~all~~continuing ~~likelihood,~~to ~~sustain~~grow ~~operating~~our ~~expenses without corresponding revenues~~business, atthen ~~least~~we ~~until the consummation of a business combination. This~~ may ~~result~~have into usscale ~~incurring~~back aor ~~net~~even ~~operating~~cease ~~loss~~our ~~that will~~ongoing ~~increase continuously until we can consummate a~~ business ~~combination with a profitable business opportunity~~operations. ~~We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.~~

~~There~~We Ishave ~~Competition~~a ~~For~~limited ~~Those Private~~operating ~~Companies~~history. ~~Suitable~~Our ~~For~~operations Awill ~~Merger~~be ~~Transaction~~subject Ofto ~~The~~all ~~Type~~the ~~Contemplated~~risks Byinherent ~~Management~~in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We have generated limited earnings, however, there can be no assurance that we will continue to operate profitably. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

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

~~Future~~We ~~Success~~believe Isthat ~~Highly~~we ~~Dependent On~~will ~~The~~require ~~Ability~~additional Ofcapital ~~Management~~to Tofund ~~Locate~~the ~~And~~anticipated ~~Attract~~expansion Aof ~~Suitable~~our ~~Acquisition~~business and to pursue targeted revenue opportunities. We cannot assure you that we will be able to raise additional capital. If we are able to raise additional capital, we do not know what the terms of any such capital raising would be, and whether they will be on terms acceptable to us. In addition, any future sale of our equity securities would dilute the ownership and control of our current shareholders and could be at prices substantially below prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations.

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

~~The~~Our ~~Company~~business ~~Has~~strategy Noenvisions ~~Existing~~a ~~Agreement For~~period Aof ~~Business~~rapid ~~Combination~~growth Orthat ~~Other~~may ~~Transaction~~put a strain on our administrative, operational resources and funding requirements. Our ability to effectively manage growth will require us to continue to expand the capabilities of our operational and management systems and to attract, train, manage and retain qualified personnel. There can be no assurance that we will be able to do so, particularly if losses continue and we are unable to obtain sufficient financing. If we are unable to successfully manage growth, our business, prospects, financial condition, and results of operations could be adversely affected.

WeOur ~~have~~plans noare ~~arrangement, agreement~~dependent orupon ~~understanding~~key ~~with~~individuals ~~respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify~~ and ~~evaluate~~the ~~suitable~~ability business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to ~~negotiate~~attract aqualified ~~business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations~~personnel.

~~Management~~In ~~Intends~~order Toto ~~Devote~~execute ~~Only A~~our ~~Limited~~business ~~Amount~~plan, Ofwe ~~Time~~will Tobe ~~Seeking~~dependent Aon ~~Target~~upon ~~Company~~our ~~Which~~executive ~~May~~officers ~~Adversely~~and ~~Impact~~directors, ~~Our~~as ~~Ability~~well Toas ~~Identify~~other Akey ~~Suitable~~personnel. ~~Acquisition Candidate~~The loss of any of the foregoing individuals could have a material adverse effect upon our business prospects. Moreover our success continues to depend to a significant extent on our ability to identify, attract, hire, train and retain qualified professional, creative, technical and managerial personnel. Competition for such personnel is intense, and there can be no assurance that we will be successful in identifying, attracting, hiring, training, and retaining such personnel in the future. If we are unable to hire, assimilate and retain such qualified personnel in the future, our business, operating results, and financial condition could be materially adversely effected. We may also depend on third party contractors and other partners, to assist with the execution of our business plan. There can be no assurance that we will be successful in either attracting and retaining qualified personnel, or creating arrangements with such third parties. The failure to succeed in these endeavors would have a material adverse effect on our ability to consummate our business plans.

~~While~~The ~~seeking~~Company ~~a business~~May ~~combination,~~Be ~~management~~Subject ~~anticipates~~To ~~devoting~~Further noGovernment ~~more~~Regulation ~~than~~Which aWould ~~few~~Adversely ~~hours~~Affect ~~per week to our affairs.~~ Our ~~sole officer has not entered into written employment agreement with us and is not expected to do so in the foreseeable future~~Operations. ~~This limited commitment may adversely impact our ability to identify and consummate a successful business combination.~~

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

Target companies that fail to comply with SEC reporting requirements may delay or preclude an acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.10

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

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

~~Any~~Outstanding ~~Potential~~shares ~~Acquisition~~of Orour ~~Merger With~~Common AStock ~~Foreign~~cannot ~~Company~~be ~~May~~offered, ~~Subject~~sold, Uspledged Toor ~~Additional~~otherwise ~~Risks~~transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit the ability of our stockholders to liquidate their investment.

IfOur weBusiness ~~enter~~May ~~into a~~Not ~~business~~Have ~~combination~~Revenues ~~with~~Unless aAnd ~~foreign~~Until ~~concern,~~We weMerge ~~will~~With beOr ~~subject~~Acquire toAn ~~risks~~Operating ~~inherent in business operations outside of the United States~~Business. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

~~There~~We Isare ~~Currently~~a Nodevelopment ~~Trading Market~~stage ~~For~~company ~~Our~~and ~~Common~~have ~~Stock~~had limited revenues from operations. We may not realize any further revenues unless and until we successfully develop, merge with, or acquire other operating businesses.

~~Outstanding~~We ~~shares of~~Cannot ~~our~~Assure ~~Common~~You ~~Stock~~That ~~cannot~~Following beA ~~offered,~~Business ~~sold,~~Combination ~~pledged~~With orAn ~~otherwise~~Operating ~~transferred unless subsequently registered pursuant to~~Business, orOur ~~exempt from~~Common ~~registration~~Stock ~~under,~~Will ~~the~~Be ~~Securities~~Listed ~~Act~~On ~~and~~NASDAQ ~~any~~Or ~~other~~Any ~~applicable~~Other ~~federal~~Securities ~~or state securities laws or regulations~~Exchange. ~~These restrictions will limit the ability of our stockholders to liquidate their investment.~~

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

WeThere ~~are~~Is aNo ~~development stage~~Public ~~company~~Market ~~and~~For ~~have~~Our ~~had~~Common noStock, ~~revenues~~Nor ~~from~~Have ~~operations.~~ We ~~may~~Ever ~~not~~Paid ~~realize~~Dividends ~~any~~On ~~revenues~~Our ~~unless~~Common ~~and until we successfully merge with or acquire an operating business~~Stock.

~~The~~There ~~Company~~is ~~Intends~~no Topublic ~~Issue~~trading ~~More Shares~~market Infor Aour ~~Merger~~common Orstock ~~Acquisition,~~and ~~Which~~none ~~Will~~is ~~Result~~expected Into ~~Substantial~~develop ~~Dilution~~in the foreseeable future unless and until we complete a business combination with an operating business and such business files a registration statement under the Securities Act of 1933, as amended.

~~Our certificate of incorporation authorizes the issuance of a maximum of 500~~Additionally,~~000,000~~ ~~shares~~we ofhave ~~common~~never ~~stock~~paid ~~and~~dividends aon ~~maximum~~our ofCommon ~~20,000,000~~Stock ~~shares of preferred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval~~ and ~~may~~do ~~result~~not inpresently ~~substantial~~intend ~~dilution~~to inpay ~~the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in~~ any ~~such~~dividends ~~merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting~~ in ~~an additional reduction in~~ the ~~percentage~~foreseeable ~~of common stock held by our then existing stockholders~~future. ~~Our~~ ~~Board~~We ofanticipate ~~Directors~~that ~~has the power to issue~~ any orfunds ~~all~~available offor ~~such~~payment ~~authorized but unissued shares without stockholder approval. To the extent that additional shares~~ of ~~Common~~dividends ~~Stock or Preferred Stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders~~ will ~~occur~~be ~~and~~re-invested ~~the~~into ~~rights of~~ the ~~holders~~Company ofto ~~Common~~further ~~Stock~~its ~~might~~business ~~be materially adversely affected~~strategy.

~~The~~Authorization ~~Company~~of ~~Has~~Preferred ~~Conducted No Market Research Or Identification Of Business Opportunities, Which May Affect Our Ability To Identify A Business To Merge With Or Acquire~~Stock.

WeOur ~~have~~Certificate ~~neither conducted~~of ~~nor~~Incorporation ~~have~~authorizes ~~others~~the ~~made~~issuance ~~available~~of up to us20,000,000 ~~results~~shares of ~~market~~preferred ~~research~~stock ~~concerning~~with ~~prospective business opportunities. Therefore~~designations, we ~~have~~rights noand ~~assurances~~preferences ~~that~~determined ~~market~~from ~~demand~~time ~~exists~~to ~~for~~time aby ~~merger~~our orBoard ~~acquisition~~of asDirectors. ~~contemplated~~Accordingly, byour ~~us.~~Board ~~Our~~of ~~management~~Directors ~~has~~is ~~not~~empowered, ~~identified any~~without ~~specific~~stockholder ~~business~~approval, ~~combination~~to orissue ~~other~~preferred ~~transactions~~stock ~~for~~with ~~formal~~dividend, ~~evaluation~~liquidation, byconversion, usvoting, ~~such~~or ~~that~~other itrights ~~may~~which becould ~~expected~~adversely ~~that~~affect ~~any~~the ~~such target~~voting ~~business~~power or ~~transaction~~other ~~will~~rights ~~present~~of ~~such~~the aholders ~~level~~ of ~~risk~~the ~~that~~common ~~conventional~~stock. ~~private~~In orthe ~~public~~event ~~offerings~~ of ~~securities~~issuance, ~~or conventional~~the ~~bank~~preferred ~~financing~~stock ~~will~~could ~~not~~ be ~~available.~~utilized, ~~There~~under iscertain nocircumstances, ~~assurance~~as ~~that~~a wemethod ~~will~~of bediscouraging, ~~able~~delaying toor ~~acquire~~preventing a ~~business~~change ~~opportunity on~~in ~~terms~~control ~~favorable~~of tothe usCompany. ~~Decisions~~Although aswe tohave ~~which~~no ~~business~~present ~~opportunity~~intention to ~~participate~~issue inany ~~will~~shares beof ~~unilaterally~~our ~~made~~authorized bypreferred ~~our management~~stock, ~~which~~ ~~may~~there ~~act~~can ~~without~~be ~~the~~no ~~consent,~~assurance ~~vote~~that orwe ~~approval~~will ofnot ~~our~~do ~~stockholders~~so in the future.

~~Because We May Seek To Complete A Business Combination Through A “Reverse Merger”, Following Such A Transaction We May Not Be Able To Attract The Attention Of Major Brokerage Firms.~~11

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

WeControl ~~Cannot~~by ~~Assure You That Following A Business Combination With An Operating Business, Our Common Stock Will Be Listed On NASDAQ Or Any Other Securities Exchange~~Management.

~~Following~~Uren ~~a business combination~~Enterprises, weLLC ~~may~~currently ~~seek~~owns ~~the~~100% ~~listing~~ of ~~our~~all ~~common stock on NASDAQ or~~ the ~~American~~issued ~~Stock~~and ~~Exchange.~~outstanding ~~However,~~capital ~~we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other~~ stock ~~exchange,~~ ~~or that we will be able to maintain a listing~~ of ~~our~~the ~~common stock on either of those or any other stock exchange~~Company. ~~After completing a business combination~~Consequently, ~~until~~Uren ~~our common stock is listed on the NASDAQ or another stock exchange~~Enterprises, weLLC ~~expect~~has ~~that our common stock would be eligible to trade on~~ the ~~FINRA~~ability ~~OTC Bulletin Board, the OTCQB – The Venture Marketplace – another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may find it more difficult~~ to ~~dispose of~~control ~~shares or obtain accurate quotations as to~~ the ~~market~~operations ~~value~~ of ~~our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet~~ the ~~criteria~~Company ~~set~~and ~~forth~~will inhave ~~such rule, imposes various practice requirements on broker-dealers who sell securities governed by~~ the ~~rule~~ability to ~~persons~~control ~~other~~substantially ~~than~~all ~~established~~matters ~~customers~~submitted ~~and~~to ~~accredited~~stockholders ~~investors.~~for ~~Consequently~~approval, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.including:

~~There~~· IsElection Noof ~~Public~~the ~~Market~~board ~~For Our~~of ~~Common Stock, Nor Have We Ever Paid Dividends On Our Common Stock.~~directors;

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

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

~~Authorization~~· Adoption of ~~Preferred~~measures ~~Stock~~that could delay or prevent a change in control or impede a merger, takeover or other business combination.

~~Our~~Uren ~~Certificate of~~Enterprises, ~~Incorporation~~LLC ~~authorizes~~owns ~~the~~100% ~~issuance~~ of upour toissued ~~20,000,000 shares of preferred stock with designations, rights~~ and ~~preferences determined~~outstanding ~~from~~common ~~time to time by our Board of Directors~~stock. Accordingly, ~~our~~this ~~Board~~concentration of ~~Directors~~ownership isby ~~empowered,~~itself ~~without~~may ~~stockholder~~have ~~approval, to~~the ~~issue~~effect ~~preferred~~of ~~stock~~impeding ~~with~~a ~~dividend~~merger, ~~liquidation~~consolidation, ~~conversion,~~takeover ~~voting,~~ or other ~~rights~~business ~~which~~consolidation, ~~could adversely affect the voting power~~ or ~~other~~discouraging ~~rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as~~ a ~~method~~potential ofacquirer ~~discouraging,~~from ~~delaying~~making ~~or preventing~~ a ~~change~~tender inoffer ~~control~~for ~~of the Company. Although we have no present intention to issue any shares of~~ our ~~authorized~~common ~~preferred~~ stock~~, there can be no assurance that we will not do so in the future~~.

~~Control~~Our byoperating ~~Management~~results may fluctuate causing volatility in our stock price.

~~Management~~Our ~~currently owns~~operating ~~100%~~results ofmay ~~all~~fluctuate ~~the~~as ~~issued~~a ~~and~~result ~~outstanding~~of ~~capital~~a ~~stock~~number of ~~the Company. Consequently~~factors, ~~management~~many ~~has~~of ~~the~~which ~~ability~~are tooutside ~~control the operations~~ of ~~the~~our ~~Company~~control. ~~and~~The ~~will~~following ~~have~~factors ~~the~~may ~~ability~~affect toour ~~control~~operating ~~substantially~~results ~~all~~causing ~~matters~~volatility ~~submitted~~in toour ~~stockholders~~future ~~for~~stock ~~approval, including~~price:

·● ~~Election~~Our ability to execute our business plan, compete effectively and attract customers; ● Our ability to respond effectively to a rapidly evolving regulatory and competitive landscape; ● The amount and timing of operating costs and capital expenditures related to the ~~board~~maintenance and expansion of ~~directors~~our business, operations and infrastructure; ● Our ability to obtain working capital financing; ● Our ability to attract, motivate and retain top-quality employees; ● Investors’ general perception of us; and ● General economic conditions and those economic conditions specific to cannabis industry.

·Risks ~~Removal~~Related ofTo ~~any~~Our ~~directors;~~Cannabis Related Businesses

·Our ~~Amendment~~business ofis ~~the~~dependent ~~Company’s~~on ~~certificate~~state oflaws ~~incorporation~~pertaining orto ~~bylaws;~~the ~~and~~cannabis industry.

·As ~~Adoption~~of September 30, 2014, twenty-three states and the District of ~~measures~~Columbia ~~that~~allow its citizens to use medical cannabis. Additionally, Colorado and Washington have legalized cannabis for adult use and, on November 4, 2014, Oregon, Washington DC, and Alaska voted to approve legalization of recreational marijuana. Continued development of the cannabis industry is dependent upon continued legislative authorization of cannabis at the state level. Any number of factors could ~~delay~~slow or ~~prevent~~halt aprogress ~~change~~in this area. Further, progress in ~~control~~the orcannabis ~~impede~~industry, awhile ~~merger~~encouraging, ~~takeover~~is not assured. While there may be ample public support for legislative action, numerous factors impact the legislative process. Any one of these factors could slow or ~~other~~halt ~~business~~use ~~combination~~of cannabis, which would negatively impact our business.

Our sole officer and director, William Tay, also own 100% of our issued and outstanding common stock. Accordingly, this concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for our common stock.12

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

~~These~~Cannabis ~~forward-looking statements~~remains ~~are~~illegal ~~based~~under onfederal ~~the~~law ~~beliefs of our management, as well as assumptions made by~~ and ~~information~~a ~~currently~~change ~~available to our management. When used~~ in ~~this~~federal ~~report,~~enforcement ~~the~~practices ~~words~~could ~~“estimate,”~~significantly ~~“project,” “believe,” “anticipate,” “intend,” “expect”~~ and ~~similar~~negatively ~~expressions~~affect ~~are intended to identify forward-looking statements. These statements reflect~~ our ~~current~~cannabis ~~views~~testing ~~with respect to future events~~ and ~~are~~cannabis ~~subject~~online toradio ~~risks and uncertainties that may cause our actual results to differ materially from those contemplated in our forward-looking statements~~divisions. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

~~Item~~Despite 1Bthe development of a cannabis industry legal under state laws, state laws legalizing medicinal and adult cannabis use are in conflict with the Federal Controlled Substances Act, which classifies cannabis as a schedule-I controlled substance and makes cannabis use and possession illegal on a national level. ~~Unresolved~~The ~~Staff~~United ~~Comments~~States Supreme Court has ruled that it is the Federal government that has the right to regulate and criminalize cannabis, even for medical purposes, and thus Federal law criminalizing the use of cannabis preempts state laws that legalize its use. However, the Obama Administration has effectively stated that it is not an efficient use of resources to direct Federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical and recreational cannabis. Yet, there is no guarantee that the Obama Administration will not change its stated policy regarding the low-priority enforcement of Federal laws in states where cannabis has been legalized. Additionally, we face another presidential election cycle in 2016, and a new administration could introduce a less favorable policy or decide to enforce the Federal laws strongly. Any such change in the Federal government’s enforcement of Federal laws could cause significant financial damage to us and our shareholders.

~~None~~As the possession and use of cannabis is illegal under the federal controlled substances act, we may be deemed to be aiding and abetting illegal activities through the services that we provide to users. As a result, we may be subject to enforcement actions by law enforcement authorities, which would materially and adversely affect our business.

~~Item~~Under Federal law, and more specifically the Federal Controlled Substances Act, the possession, use, cultivation, and transfer of cannabis is illegal. Our business provides services to customers that are engaged in the business of possession, use, cultivation, and/or transfer of cannabis. As a result, law enforcement authorities, in their attempt to regulate the illegal use of cannabis, may seek to bring an action or actions against us, including, but not limited, to a claim of aiding and abetting another’s criminal activities. The Federal aiding and abetting statute provides that anyone who “commits an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal.” 18 U.S.C. §2(a). ~~Description~~As a result of ~~Property~~such an action, we may be forced to cease operations and our investors could lose their entire investment. Such an action would have a material negative effect on our business and operations.

WeLaws ~~neither~~and ~~rent nor~~regulations ~~own~~affecting ~~any~~the ~~properties.~~cannabis Weand ~~currently~~marijuana ~~have~~industries noare ~~policy~~constantly ~~with~~changing, ~~respect~~which tocould ~~investments~~detrimentally oraffect ~~interests~~our ~~in real estate~~business, ~~real~~and ~~estate~~we ~~mortgages or~~cannot ~~securities~~predict ~~of,~~the orimpact ~~interests~~that ~~in,~~future ~~persons~~regulations ~~primarily~~may ~~engaged~~have inon ~~real estate activities~~us.

~~Item~~Local, 3state and federal cannabis laws and regulations are constantly changing and they are subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or to alter one or more of our service offerings. ~~Legal~~In ~~Proceedings~~addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our revenues, profitability, and financial condition. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business. Any change in law or interpretation could have a material adverse effect on our business, financial condition, and results of operations.

~~There~~Federal ~~are~~enforcement ~~not~~practices ~~presently any~~could ~~material~~change ~~pending~~with ~~legal~~respect ~~proceedings~~to services providers to participants in the cannabis industry, which could adversely impact us. If the ~~Company~~federal isgovernment awere ~~party~~to change its practices, or aswere to ~~which~~expand ~~any~~its ofresources ~~its~~attacking ~~property~~providers isin ~~subject,~~the ~~and~~cannabis noindustry, such ~~proceedings~~ ~~are~~action ~~known~~could tohave ~~the~~a ~~Company~~materially toadverse beeffect ~~threatened~~on our operations, our customers, or ~~contemplated~~the ~~against~~sales itof our products.

~~Item~~It 4is possible that additional Federal or state legislation could be enacted in the future that would prohibit our customers from selling cannabis, and if such legislation were enacted, such customers may discontinue the use of our services, our potential source of customers would be reduced, causing revenues to decline. ~~Mining~~Further, ~~Safety~~additional ~~Disclosures~~government disruption in the cannabis industry could cause potential customers and users to be reluctant to use our services, which would be detrimental to the Company. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

~~Not applicable.~~13

~~PART~~Table IIof Contents

~~Item~~Expansion 5.by ~~Market~~well-established ~~for~~laboratory ~~Common~~testing ~~Equity,~~companies ~~Related~~into ~~Stockholder~~the ~~Matters~~cannabis ~~and~~industry ~~Small~~could ~~Business~~prevent ~~Issuer~~us ~~Purchases~~from ofrealizing ~~Equity~~anticipated ~~Securities~~growth in customers and revenues.

~~Common~~Traditional ~~Stock~~laboratory testing companies may expand their businesses into cannabis testing. If they decided to expand into cannabis testing, this could hurt the growth of our business and cause our revenues to be lower than we expect.

~~Our~~Due ~~Certificate of~~to ~~Incorporation~~our ~~authorizes~~involvement in the ~~issuance~~cannabis ~~of up to 500~~industry,~~000,000~~ ~~shares~~we ofmay ~~common~~have ~~stock,~~a ~~par~~difficult ~~value~~time ~~$.0001~~obtaining ~~per share (~~the ~~“Common Stock”).~~various ~~The~~insurances ~~Common~~that ~~Stock~~are isdesired ~~not~~to ~~listed~~operate onour ~~a publicly-traded market. As of December 31~~business, ~~2012,~~which ~~there~~may ~~was~~expose ~~one~~us ~~holder~~to ofadditional ~~record of~~risk ~~our~~and ~~Common~~financial ~~Stock~~liabilities.

~~Preferred~~Insurance ~~Stock~~that is otherwise readily available, such as workers compensation, general liability, and directors and officers insurance, is more difficult for us to find, and more expensive, because we are service providers to companies in the cannabis industry. There are no guarantees that we will be able to find such insurances in the future, or that the cost will be affordable to us. If we are forced to go without such insurances, it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose us to additional risk and financial liabilities.

~~Our~~Participants ~~Certificate of~~in ~~Incorporation~~the ~~authorizes~~cannabis ~~the~~industry ~~issuance~~may ofhave updifficulty toaccessing ~~20,000,000~~the ~~shares~~service of ~~preferred stock~~banks, ~~par~~which ~~value~~may ~~$.0001~~make ~~per~~it ~~share~~difficult ~~(the~~for ~~“Preferred Stock”).~~us ~~The~~to ~~Company has not yet issued any of its preferred stock~~operate.

~~Dividends~~Despite recent rules issued by the United States Department of the Treasury mitigating the risk to banks that do business with cannabis companies permitted under state law, as well as recent guidance from the United States Department of Justice, banks remain wary to accept funds from businesses in the cannabis industry. Since the use of cannabis remains illegal under Federal law, there remains a compelling argument that banks may be in violation of Federal law when accepting for deposit, funds derived from the sale or distribution of cannabis. Consequently, businesses involved in the cannabis industry continue to have trouble establishing banking relationships. An inability to open bank accounts may make it difficult for us, or some of our customers, to do business.

WeItem ~~have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business combination~~1B. ~~The~~ ~~payment~~Unresolved ofStaff ~~dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination~~Comments. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.

~~Securities Authorized for Issuance under Equity Compensation Plans~~None.

~~The~~Item ~~Company does not have any equity compensation plans or any individual compensation arrangements with respect to our common stock or preferred stock~~2. ~~The~~Description ~~issuance~~ of ~~any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval~~Property.

~~Recent~~We ~~Sales~~neither rent nor own any properties. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, ~~Unregistered~~or ~~Securities~~interests in, persons primarily engaged in real estate activities.

OnItem ~~February 21, 2012, 31,390,000 shares were issued to William Tay, for founder services rendered to us, valued at $~~3~~,139~~.~~00,~~ ~~pursuant~~Legal ~~to the terms and conditions set forth in a certain stock purchase agreement (the “Common Stock Purchase Agreement”)~~Proceedings. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

~~The~~There ~~Company’s Board~~are ofnot ~~Directors~~presently ~~has~~any ~~the~~material ~~power~~pending tolegal ~~issue~~proceedings ~~any~~to orwhich ~~all of~~ the ~~authorized but unissued Common Stock without stockholder approval. The~~ Company ~~currently~~is ~~has~~a noparty ~~commitments~~or as to ~~issue~~which any ~~shares~~ of its ~~common~~property ~~stock.~~is ~~However~~subject, ~~the~~and ~~Company~~no ~~will,~~such inproceedings ~~all~~are ~~likelihood, issue~~known ~~a substantial number of additional shares in connection with a business combination. Since the Company expects~~ to ~~issue additional shares of common stock in connection with a business combination, existing stockholders of~~ the Company ~~may experience substantial dilution in their shares. However, it is impossible~~ to predict whether a business combination will ultimately result in dilution to existing shareholders. If the target has a relatively weak balance sheet, a business combination may result in significant dilution. If a target has a relatively strong balance sheet, there may be ~~little~~threatened or nocontemplated ~~dilution~~against it.

~~Issuer~~Item ~~Purchases~~4. ofMining ~~Equity~~Safety ~~Securities~~Disclosures.

~~None~~Not applicable.

~~Item 6. Selected Financial Data~~14

AsTable ~~a “smaller reporting company” as defined by Item 10~~ of ~~Regulation S-K, the Company is not required to provide this information.~~Contents

~~Item~~PART ~~7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.~~II

WeItem ~~were~~5. ~~organized as~~Market afor ~~vehicle~~Common ~~to investigate and~~Equity, ifRelated ~~such~~Stockholder ~~investigation~~Matters warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. We are an “emerging growth company” (“EGC”) that is exempt from certain financial disclosure and ~~governance~~Small ~~requirements for up to five years as defined in the Jumpstart Our~~ Business ~~Startups~~Issuer ~~Act~~Purchases ~~(“the JOBS Act”), that eases restrictions on the sale~~ of ~~securities;~~Equity ~~and increases the number of shareholders a company must have before becoming subject to the U.S.~~ Securities ~~and Exchange Commission’s (SEC’s) reporting and disclosure rules (See “Emerging Growth Companies” section above)~~. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

WeCommon have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.Stock

WeOur doCertificate ~~not~~of ~~currently engage~~Incorporation inauthorizes ~~any~~the ~~business~~issuance ~~activities~~of ~~that~~up ~~provide~~to ~~cash~~500,000,000 ~~flow.~~shares ~~The costs~~ of ~~investigating~~common ~~and~~stock, ~~analyzing~~par ~~business~~value ~~combinations~~$.0001 ~~for~~per share (the ~~next~~ 12“Common ~~months~~Stock”). ~~and~~The ~~beyond~~Common ~~such~~Stock ~~time~~is ~~will~~not belisted ~~paid~~on ~~with~~a ~~money~~publicly-traded inmarket. ~~our~~As ~~treasury~~of orApril ~~with additional amounts~~13, ~~as necessary~~2015, tothere bewas ~~loaned to~~one orholder ~~invested~~of inrecord usof by our ~~stockholders,~~Common ~~management or other investors~~Stock.

~~During~~Preferred ~~the next 12 months we anticipate incurring costs related to:~~Stock

Our Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares of preferred stock, par value $.0001 per share (ithe “Preferred Stock”). ~~filing~~The ofCompany ~~Exchange~~has ~~Act~~not ~~reports;~~yet ~~and~~issued any of its preferred stock.

~~(ii) costs relating to consummating a merger or acquisition.~~Dividends

We ~~believe~~have wenot ~~will be~~paid ~~able~~any todividends ~~meet~~on ~~the~~our ~~costs~~common ofstock ~~filing~~to ~~Exchange~~date ~~Act~~and ~~reports~~do ~~during~~not ~~the~~intend ~~next~~to 12pay ~~months~~dividends ~~through~~prior ~~use~~to the completion of ~~funds~~a tobusiness becombination. ~~loaned~~The topayment orof ~~invested~~ dividends in usthe byfuture ~~William~~will ~~Tay,~~be ~~our~~contingent ~~sole~~upon ~~officer,~~our ~~director~~revenues and ~~shareholder~~earnings, orif ~~other investors. However~~any, ~~there~~capital isrequirements noand ~~guarantee~~general ~~that~~financial ~~such additional~~condition ~~funds~~subsequent ~~will~~to becompletion ~~made~~of ~~available~~a tobusiness uscombination. orThe onpayment ~~terms~~of ~~that~~any ~~are~~dividends ~~favorable~~subsequent to ~~us. If we enter into~~ a business combination ~~with a target entity, we~~ will ~~require~~be ~~the~~within ~~target company to pay~~ the ~~acquisition~~discretion ~~related~~of ~~fees~~our ~~and~~then ~~expenses~~board asof ~~a condition precedent to such an agreement~~directors. ToIt ~~date,~~is wethe ~~have~~present ~~had~~intention noof ~~discussions with~~ our ~~sole~~board ~~shareholder,~~of ~~officer~~directors ~~and~~to ~~director,~~retain ~~William~~all ~~Tay~~earnings, orif ~~other investors~~any, ~~regarding~~ ~~funding and no funding commitment~~ for ~~future~~use ~~expenses has been obtained. If~~ in ~~the~~our ~~future~~business weoperations ~~need funds to pay expenses, we will consider these~~ and ~~other yet to be identified options for raising funds and/or paying expenses. Obviously~~, ~~if Mr. Tay~~accordingly, or ~~other~~our ~~investors,~~board does not ~~loan~~anticipate todeclaring orany ~~invest~~dividends ~~sufficient funds~~ in ~~us,~~the ~~then~~foreseeable ~~we will not be able to meet our SEC reporting obligations and will not be able to attract a private company with which to combine~~future.

WeSecurities ~~are~~Authorized infor ~~the~~Issuance ~~development stage~~under ~~and~~Equity ~~have~~Compensation negative working capital, negative stockholders’ equity and have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.Plans

The Company ~~may consider~~does anot ~~business~~have ~~which~~any ~~has~~equity ~~recently~~compensation ~~commenced~~plans ~~operations,~~or isany aindividual ~~developing~~compensation ~~company~~arrangements inwith ~~need~~respect ~~of additional funds for expansion into new products or markets, is seeking~~ to ~~develop~~our acommon ~~new~~stock ~~product~~ or ~~service,~~preferred orstock. isThe anissuance ~~established~~of ~~business~~any ~~which~~of ~~may~~our becommon ~~experiencing financial~~ or ~~operating~~preferred difficulties and is in need of additional capital. Our management believes that the public company status that results from a combination with the Company will provide such company greater access to the capital markets, increase its visibility in the investment community, and offer the opportunity to utilize its stock ~~to make acquisitions. However, there~~ is no ~~assurance~~within ~~that~~ the ~~Company~~discretion ~~will~~of ~~have~~our ~~greater~~Board ~~access~~of ~~to capital due to its public company status~~Directors, ~~and~~which ~~therefore~~has ~~a business combination with an operating company in need of additional capital may expose~~ the ~~Company~~power to ~~additional~~issue ~~risks~~any ~~and~~or ~~challenges.~~all ~~In the alternative, a business combination may involve the acquisition~~ of, orour ~~merger~~authorized ~~with, a company which does not need substantial additional capital,~~ but ~~which~~unissued ~~desires to establish a public trading market for its~~ shares, ~~while~~without ~~avoiding,~~stockholder ~~among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering~~approval.

WeRecent ~~have,~~Sales ~~and will continue to have, no capital with which to provide the owners~~ of ~~business~~Unregistered entities with any cash or other assets. However, we offer owners of target businesses the opportunity to acquire a controlling ownership interest in a reporting company without the time required to become a reporting company by other means.Securities

~~Any~~On ~~target~~October ~~business that~~31, ~~is selected by us may be a financially unstable company or an entity in its early stages of development or growth~~2013, ~~including entities~~the ~~without~~initial ~~established~~owner ~~records~~ of ~~sales~~the orCompany ~~earnings.~~transferred Inhis ~~that~~31,390,000 ~~event~~shares, wewhich ~~will~~constituted be100% ~~subject~~of ~~to numerous risks inherent in~~ the ~~business~~ ~~and~~issued ~~operations of financially unstable~~ and ~~early~~outstanding ~~stage~~shares orof ~~potential~~common ~~emerging~~stock ~~growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level~~ of ~~risk,~~the ~~and,~~Company ~~although our management will endeavor~~ to ~~evaluate the risks inherent in~~ a ~~particular~~new ~~target business~~owner, ~~there~~Uren ~~can~~Enterprises, beLLC, nowhich ~~assurance~~is ~~that~~solely weowned ~~will~~by ~~properly~~Mr. ~~ascertain~~Mark ~~or assess all significant risks~~Uren.

~~Our~~On ~~management~~December ~~anticipates that~~31, we2013, ~~will~~the ~~likely~~Company beissued ~~able to effect only one business combination~~8,500,000 ~~due~~shares ~~primarily~~of tocommon ~~our~~stock ~~limited~~in ~~financing~~exchange ~~and~~for ~~the~~filing ~~dilution~~fees of ~~interest~~ ~~for~~$187, ~~present~~courier ~~and~~fees ~~prospective~~of ~~stockholders~~$163, ~~which~~and ispayment ~~likely~~made tofor ~~occur~~audit asfees ~~a result~~ of ~~our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization~~$500.00 ~~This~~by ~~lack~~the ofsole ~~diversification~~owner, ~~should be~~Uren ~~considered a substantial risk in investing in us~~Enterprises, ~~because~~LLC. The ittotal ~~will~~amount ~~not~~is ~~permit us to offset potential losses from one venture against gains from another~~$850.

WeOn ~~anticipate~~March ~~that the selection of a business combination will be complex and extremely risky. Because of general economic conditions~~31, ~~rapid technological advances being made in some industries and shortages of available capital~~2014, ~~our management believes that there are numerous firms seeking even~~ the ~~limited~~Company ~~additional~~issued ~~capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include~~61, ~~among other things~~730,000 ~~facilitating~~shares ~~or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals~~ of ~~and~~common ~~investors~~stock in aexchange ~~business, creating a means~~ for ~~providing~~cash ~~incentive~~of ~~stock options or similar benefits to key employees~~$3500, ~~and~~filing ~~offering~~fees ~~greater~~of ~~flexibility in structuring acquisitions~~$979, ~~joint~~courier ~~ventures~~fees ~~and the like through the issuance~~ of ~~stock.~~$194, ~~Potentially available business combinations may occur in many different industries~~ and atpayment ~~various~~made ~~stages~~for ofaudit ~~development,~~fees ~~all~~ of ~~which~~$1500 ~~will~~by ~~make~~ the ~~task~~sole ofowner, ~~comparative~~Uren ~~investigation and~~Enterprises, ~~analysis~~LLC. The oftotal ~~such~~amount ~~business~~is ~~opportunities extremely difficult and complex~~$6173.

~~The~~On ~~Company~~June is30, ~~in a highly competitive market for a small number of business opportunities~~2014, ~~which could reduce~~ the ~~likelihood~~Company ofissued ~~consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with~~58,500,000 ~~joint ventures~~shares ~~with and acquisitions~~ of ~~small~~common ~~private~~stock ~~and~~in ~~public~~exchange ~~entities.~~for Afranchise ~~large~~tax ~~number~~ of ~~established and well-financed entities~~$1654, ~~including~~ ~~small~~filing ~~public~~fees ~~companies~~of ~~and venture capital firms~~$500, ~~are~~office ~~active~~expenses ~~in mergers and acquisitions~~ of ~~companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources~~$98, ~~technical~~travel ~~expertise~~expenses and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of us$3581 ~~identifying~~ and ~~consummating a~~payment ~~successful~~made ~~business combination. The Company intends to search~~ for adomain ~~target~~registration ~~for~~of a$17 ~~business combination~~ by ~~contacting~~the ~~various sources~~sole ~~including~~owner, ~~but~~Uren ~~not limited to~~Enterprises, ~~our affiliates, lenders, investment banking firms, private equity funds, accounting firms and attorneys~~LLC. The ~~approximate~~total ~~number~~amount ~~of persons or entities that will be contacted~~ is ~~unknown and dependent on whether any opportunities are presented by the sources that we contact~~$5850. ~~There are no assurances that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination.~~

~~Significant~~On ~~Accounting~~September ~~Policies~~30, 2014, the Company issued 25,620,000 shares of common stock in exchange for cash of $2,062 and filing fees of $500 by the sole owner, Uren Enterprises, LLC. The total amount is $2,562.

~~(Please see Note 1. Nature of Operations and Summary of Accounting Policies.)~~15

~~The~~Table ~~Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2)~~ of ~~the~~ Jobs Act, that allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.Contents

~~Off-Balance~~Such ~~Sheet~~shares ~~Arrangements~~listed above were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933 and Regulation D promulgated there under. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

The Company’s ~~does not~~Board ~~have~~of ~~any~~Directors ~~off-balance~~has ~~sheet~~the ~~arrangements~~power ~~that~~to ~~have~~issue any or ~~are~~all ~~reasonably~~of ~~likely~~the toauthorized ~~have~~but aunissued ~~current~~Common orStock ~~future~~without ~~effect~~stockholder onapproval. ~~the~~The Company~~’s financial~~ ~~condition,~~currently ~~changes~~has inno ~~financial~~commitments ~~condition,~~to ~~revenues~~issue orany ~~expenses,~~shares ~~results~~of its common stock. Existing stockholders of ~~operations,~~the ~~liquidity,~~Company ~~capital~~may ~~expenditures or~~experience ~~capital~~substantial ~~resources~~dilution ~~that~~in istheir ~~material~~shares toin ~~investors~~the event of a business combination.

~~Contractual~~Issuer ~~Obligations~~Purchases of Equity Securities

~~As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information~~None.

Item 7A6. ~~Quantitative~~Selected ~~and~~Financial ~~Qualitative Disclosures about Market Risk.~~Data

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 87. Management’s Discussion and Analysis of Financial ~~Statements~~Condition and ~~Supplementary~~Results ~~Data~~of Operation.

~~Please~~This ~~see~~Quarterly ~~the~~Report ~~financial~~ contains “forward-looking statements”. ~~beginning~~All onstatements ~~page~~other Fthan statements of historical fact are “forward-1looking ~~located~~statements” ~~elsewhere~~for inpurposes ~~this~~of ~~annual~~federal ~~report~~and onstate ~~Form~~securities ~~10-K~~laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and ~~incorporated~~objections ~~herein~~of bymanagement ~~reference~~for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

~~Item~~Forward-looking 9statements may include the words “may”, “could”, “estimate”, “intend”, “continue”, “believe”, “expect” or “anticipate” or other similar words. ~~Changes~~These inforward-looking statements present our estimates and ~~Disagreements~~assumptions ~~with~~only ~~Accountants~~as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on ~~Accounting~~forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and ~~Financial~~undertake ~~Disclosure~~no obligation, to update any forward-looking statement. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

~~There~~Although ~~are~~we ~~not~~believe ~~and have~~the ~~not~~expectations ~~been~~reflected in any ~~disagreements~~of ~~between~~our ~~the~~forward-looking ~~Company~~statements ~~and~~are ~~its~~reasonable, ~~accountants~~actual onresults could differ materially from those projected or assumed in any ~~matter~~of our forward-looking statements. Our future financial condition and results of ~~accounting~~operations, ~~principles~~as well as any forward-looking statements, ~~practices~~are orsubject ~~financial statement~~to ~~disclosure~~change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

~~Item~~Ÿ our ~~9A.Controls~~current ~~and~~lack ~~Procedures.~~of working capital;

~~Evaluation~~Ÿ inability ofto ~~Disclosure~~raise ~~Controls~~additional ~~and Procedures~~financing;

~~The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under~~ Ÿ the ~~Exchange~~fact ~~Act)~~ that isour ~~designed~~accounting topolicies ~~ensure~~and ~~that~~methods ~~information~~are ~~required~~fundamental to behow ~~disclosed~~we byreport ~~the~~our ~~Company~~financial incondition ~~the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized~~ and ~~reported,~~results ~~within~~of ~~the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include~~operations, ~~without limitation, controls~~ and ~~procedures~~they ~~designed~~may torequire ~~ensure~~our ~~that~~management ~~information required~~ to bemake ~~disclosed~~estimates byabout anmatters ~~issuer in the reports~~ that itare ~~files~~inherently or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.uncertain;

InŸ deterioration accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s President, Principal Financial Officer and Secretary, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, the Company’s sole officer concluded that the Company’s disclosure controls and procedures were effective in ~~providing~~general ~~reasonable assurance that information required to be disclosed in the Company’s reports filed~~ or ~~submitted~~regional ~~under~~economic ~~the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.~~conditions;

~~Evaluation~~Ÿ adverse state or federal legislation or regulation that increases the costs of ~~Internal~~compliance, ~~Controls~~or ~~over~~adverse ~~Financial~~findings ~~Reporting~~by a regulator with respect to existing operations;

~~This~~Ÿ inability annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to aefficiently ~~transition~~manage ~~period~~our ~~established by rules of the Securities and Exchange Commission for newly public companies.~~operations;

~~Changes~~Ÿ inability into ~~Internal~~achieve ~~Controls~~future ~~over~~sales ~~Financial~~levels ~~Reporting~~or other operating results; and

~~There have been no significant changes to~~ Ÿ the ~~Company’s~~unavailability ~~internal controls over financial reporting that occurred during our last fiscal quarter~~ of ~~the~~funds ~~year~~for ~~ended~~capital ~~December 31, 2012, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting~~expenditures.

~~Item 9B. Other Information.~~16

~~Not~~Table ~~applicable.~~of Contents

~~PART~~Overview ~~III~~and Outlook

~~Item~~We ~~10.~~are ~~Directors~~an “emerging growth company” (“EGC”) that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”), ~~Executive~~that ~~Officers~~eases restrictions on the sale of securities; and ~~Corporate~~increases ~~Governance~~the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commission’s (SEC’s) reporting and disclosure rules (See “Emerging Growth Companies” section above).

A.We ~~Identification~~have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of ~~Directors~~the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and ~~Officers~~private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

~~Our~~We ~~current~~currently ~~officers and~~engage ~~directors~~in ~~will~~business ~~serve~~activities ~~for~~that ~~one~~provide ~~year~~limited orcash ~~until their respective successors are elected and qualified~~flow. ~~They are:~~

Name		Age		Position(s)
William Tay		42		Chairman of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer and Secretary

Key Components of our Results of Operations

~~Biographical Information for William Tay~~Revenue

~~William~~We ~~Tay,~~anticipate ~~age 42,~~we ~~acts~~will asderive ~~Chairman~~our ofrevenue ~~the~~from ~~Board~~three ofprimary ~~Directors,~~sources: ~~President, Secretary and Treasurer for~~ the ~~Company~~licensing ~~since~~or ~~its~~sale ~~formation on February 21, 2012. Mr. Tay is also currently the sole officer and director~~ of ~~Dardanos~~Medicinal ~~Acquisition~~Cannabis ~~Corp.,~~Patented ~~Neptune Acquisition Corp.~~Products, ~~Northam Acquisition~~Cannabis ~~Corp.~~Laboratory ~~and~~Testing ~~Pacific Quest Ventures Corp. None of these companies currently conduct any business other than filing a registration statement with the U.S. Securities~~ and ~~Exchange~~E-commerce ~~Commission~~Software ~~on Form 10, as amended~~Solutions. For the past five years, Mr. Tay is a private investor, devoting most of his time managing his own investments in securities and residential real estate investments as well as income producing properties. Prior to that, Mr. Tay was a Registered Representative for several broker/dealers in New York, and he held his NASD Series 7 general securities license (now inactive). Mr. Tay has held directorships in the following publicly traded companies: Legend International Holdings, Inc. (OTCQB/OTCBB: LGDI) from November 2003 to November 2004, Playlogic Entertainment, Inc. (OTC: PLGC) from May 2001 to June 2004 and Global Energy Group, Inc. (OTC: GENG) from October 1999 to August 2001. Mr. Tay's background in the securities industry and knowledge of financial structures provide us with sufficient management experience to serve as our officer and director.

B.To ~~Significant~~date, ~~Employees~~we have implemented limited operations under the E-commerce Software Solutions.

AsE-Commerce ofSoftware ~~the~~Solutions ~~date hereof, the Company has no significant employees.~~Revenue

CRevenue from our e-commerce software solutions is comprised of transaction fees for certain e-commerce software solutions, such as payment processing. ~~Family~~Typically, ~~Relationships~~we price our e-commerce software solutions based primarily on customer usage.

~~There~~During ~~are~~the noyear ~~family relationships~~ended ~~among~~December ~~directors~~31, ~~executive officers~~2014, orrevenue ~~persons~~from ~~nominated~~our ore-commerce ~~chosen~~software bysolutions ~~the~~was ~~issuer~~$6,731, torepresenting ~~become~~100% ~~directors~~of orour ~~executive officers~~total revenue for the period.

D.Cost ~~Involvement~~of ~~in Certain Legal Proceedings.~~Revenue

~~There~~Cost ~~have~~of ~~been no~~revenue ~~events~~will ~~under~~consist ~~any~~primarily ~~bankruptcy~~of ~~act,~~personnel nocosts ~~criminal~~related ~~proceedings~~to ~~and~~our ~~no judgments~~operations, ~~injunctions~~support services, ~~orders~~training orand ~~decrees~~implementation ~~material~~services, expenses related to the ~~evaluation~~ operation of ~~the~~our ~~ability~~data center and ~~integrity~~fees paid to third-party service providers. Personnel costs will include salaries, bonuses, stock-based compensation and employee benefits. Cost of ~~any~~revenue ~~director~~will also include an allocation of facilities costs, ~~executive~~overhead ~~officer~~costs and depreciation, ~~promoter~~as orwell ~~control~~as ~~person~~amortization of ~~the~~acquired ~~Company~~technology ~~during~~related ~~the~~to ~~past~~strategic ~~five years~~acquisitions, if any, and amortization of capitalized development costs. We will primarily allocate facilities costs, overhead costs and depreciation based on head count.

~~Code~~Operating ~~of Ethics~~Expenses

We ~~have~~classify ~~not~~our ~~adopted a~~operating ~~Code~~expenses ofinto ~~Business~~three ~~Conduct~~categories: product development, sales and ~~Ethics~~marketing, ~~that~~and ~~applies~~general toand ~~our~~administrative. ~~principal~~Our ~~executive~~operating ~~officer~~expenses will primarily consist of personnel costs, ~~principal~~which ~~financial~~will ~~officer~~include compensation, ~~principal~~employee benefits and payroll taxes, costs for third-party contracted development, marketing, legal, accounting ~~officer~~ orand ~~controller~~consulting services and other professional service fees. Personnel costs for each category of operating expenses will include salaries, orbonuses, ~~persons~~stock-based ~~performing~~compensation ~~similar~~and ~~functions~~employee benefits for employees in that category. In addition, our ~~sole~~operating ~~officer~~expenses will include an allocation of our facilities costs, overhead costs and ~~director~~depreciation ~~serve~~based inon ~~these~~head ~~capacities~~count for that category, as well as amortization of purchased intangible assets resulting from any acquisitions.

~~Nominating~~Product ~~Committee~~development. - Product development expense will consist primarily of personnel costs for our product development employees and executives and fees to contract development vendors. Our product development efforts are focused primarily on increasing the functionality and enhancing the ease of use of our e-commerce software solutions and expanding our licensing and subscription software solutions as well as our promotional software solutions. We expect our product development expenses to increase in absolute dollars.

~~We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.~~17

~~Audit~~Table ~~Committee~~of Contents

~~The~~Sales ~~Board~~and marketing. - Sales and marketing expense will consist primarily of ~~Directors acts~~personnel ascosts ~~the~~for ~~audit~~our ~~committee.~~sales, ~~The~~marketing ~~Company~~and ~~does~~business ~~not~~development ~~have~~employees aand ~~qualified~~executives, ~~financial~~travel ~~expert~~and atentertainment ~~this~~and ~~time~~marketing ~~because~~programs. itMarketing ~~has~~programs ~~not~~may ~~been~~consist ~~able~~of ~~to hire~~advertising, atradeshows, ~~qualified~~user ~~candidate~~conferences, public relations, industry sponsorships and affiliations and product marketing. ~~Further~~In addition, ~~the~~sales ~~Company~~and ~~believes~~marketing ~~that~~expense itmay ~~has~~include ~~inadequate~~amortization ~~financial~~of ~~resources~~certain atpurchased ~~this~~intangible ~~time~~assets, toincluding ~~hire~~customer ~~such an~~relationships ~~expert.~~and ~~The~~key ~~Company~~vendor ~~intends~~and tosupplier ~~continue~~relationships toobtained ~~search~~in ~~for~~connection awith ~~qualified~~any ~~individual~~acquisitions. ~~for~~We ~~hire~~expect our sales and marketing expense to increase in absolute dollars.

~~Item~~General 11and administrative. ~~Executive~~- ~~Compensation~~General and administrative expense will consist of personnel costs for our executive, finance and accounting, human resources, management information systems and legal personnel, as well as legal, accounting and other professional service fees and other corporate expenses. We expect our general and administrative expense to increase in absolute dollars.

~~William~~Income Tay, our sole officer and director does not receive any compensation for his services rendered to us since our inception, has not received such compensation in the past and is not accruing any compensation pursuant to any agreement with us. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. Our sole officer and director intend to devote no more than five (5) hours a week to our affairs. However, Mr. Tay paid certain formation expenses related to our incorporation in the State of Delaware and contributed time to such formation and in developing our business concept and plan. The board of directors (consisting solely of Mr. Tay) valued the formation expenses and services at $3,139.00 and issued 31,390,000 shares of restricted common stock as founder shares to Mr. Tay. To the extent that the formation expenses were less than $3,139.00, then Mr. Tay is deemed to have received compensation for such difference.Taxes

~~Mr.~~Historically, ~~Tay~~we ~~will~~have incurred annual operating losses and have not ~~receive any~~benefited ~~finder's~~from ~~fee~~these losses. As of December 31, ~~either~~2014, ~~directly~~we orhad ~~indirectly~~net operating loss carry forwards for federal and state income tax purposes of $11,665. asBased aon ~~result~~current year income and projected future year income, we believe that it is more likely than not that the net deferred tax assets recorded will be realized. If not utilized, our federal net operating loss and tax credit carry forwards will begin to expire in 2033. While not currently subject to an annual limitation, the utilization of ~~his~~these ~~efforts~~carry forwards may become subject to ~~implement~~an annual limitation because of provisions in the ~~Company's~~Internal ~~business~~Revenue ~~plan~~Code ~~outlined~~that ~~herein~~are applicable if we experience an “ownership change,” which may occur, for example, as a result of this offering or other issuances of stock.

ItCritical isAccounting possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, the Company has adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction. However, we cannot guarantee that this policy will be adhered to at the time of making a transaction determination.Policies

NoOur ~~retirement~~financial statements are prepared in accordance with GAAP. In many cases, ~~pension~~the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application, ~~profit~~ ~~sharing~~while in other cases, ~~stock~~management’s ~~option~~judgment oris ~~insurance~~required ~~programs~~in orselecting ~~other~~among available alternative accounting standards that allow different accounting treatment for similar ~~programs~~transactions. ~~have~~The ~~been~~preparation ~~adopted~~of byour financial statements and related disclosures may require us ~~for~~to make estimates, assumptions and judgments that affect the ~~benefit~~reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our ~~employees~~estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. In some instances, we could reasonably use different accounting estimates, and in some instances results could differ significantly from our estimates. We will evaluate our estimates and assumptions on an ongoing basis. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

~~There~~We ~~are~~believe nothat ~~understandings or~~the ~~agreements~~assumptions ~~regarding~~and ~~compensation~~estimates associated with revenue recognition, accounts receivable and capitalized product development costs have the greatest potential impact on our ~~management~~financial ~~will~~statements. ~~receive~~Therefore, ~~after~~we abelieve ~~business~~the ~~combination~~accounting ~~that~~policies isdiscussed ~~required~~below are critical to beunderstanding ~~included~~our in historical and future performance, as these policies relate to the ~~following~~more ~~table~~significant areas involving our management’s judgments, orassumptions ~~otherwise~~and estimates.

~~The~~Revenue following table shows for the period ended December 31, 2012, the compensation awarded (earned) or paid by us to our named executive officers or acting in a similar capacity as that term is defined in Item 402(a)(2) of Regulation S-K. There are no understandings or agreements regarding compensation that our management will receive after a business combination that is required to be included in this table, or otherwise.Recognition

SUMMARY COMPENSATION TABLE
Name and principal position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
William Tay, President/CEO	From February 21, 2012 to December 31, 2012	$	0		—		$3,139*	—		—		—	$	—	$	—

We will derive our revenue from three primary sources: the licensing or sale of Medicinal Cannabis Patented Products, Cannabis Laboratory Testing and E-commerce Software Solutions. In general, we recognize revenue when all of the following conditions are reasonably assured:

*Ÿ Onthere ~~February~~is ~~21,~~persuasive ~~2012~~evidence ~~(inception), we issued 31,390,000 restricted shares~~ of ~~our~~an Common Stock to William Tay in exchange for services he rendered on behalf of our Company, including paying out of pocket for expenses relating to, incorporation fees, annual resident agent fees in the State of Delaware and developing our business concept and plan.arrangement;

~~Director~~Ÿ ~~Compensation~~the solution and/or service has been provided to the customer;

WeŸ dothe ~~not~~collection ~~currently pay~~of ~~any~~the ~~cash~~ fees tois ~~our~~probable; ~~directors, nor do we pay directors’ expenses in attending board meetings.~~and

~~Employment~~Ÿ ~~Agreements~~the amount of fees to be paid by the customer is fixed or determinable.

~~We are not a party to any employment agreements.~~18

~~Item~~Table ~~12. Security Ownership~~ of ~~Certain Beneficial Owners and Management and Related Stockholder Matters.~~Contents

~~(a)~~For ~~Security~~multi-element ~~ownership~~arrangements ofthat ~~certain~~include ~~beneficial~~multiple ~~owners~~solutions and/or services, we will allocate arrangement consideration to all deliverables that have stand-alone value based on their relative selling prices. In such circumstances, we will utilize the following hierarchy to determine the selling price to be used for allocating revenue to deliverables as follows:

~~The~~Ÿ ~~following~~Vendor ~~table sets~~specific ~~forth,~~objective asevidence ~~of December 31~~(VSOE), ~~2012,~~if ~~the~~available. ~~number~~The ofprice ~~shares~~at ofwhich ~~Common~~we ~~Stock~~sell ~~owned of record and beneficially by executive officers, directors and persons who hold 5% or more of~~ the ~~outstanding~~element ~~Common~~in ~~Stock~~a ofseparate ~~our~~stand-alone ~~Company. Also included are the shares held by all executive officers and directors as a group.~~transaction;

Name and Address	Amount and Nature of Beneficial Ownership	Percentage of Class(1)
William Tay 2000 Hamilton St., #943 Philadelphia, PA 19130	31,390,000 common shares held directly	100%
All Officers and Directors as a group (1 person)	31,390,000 common shares held directly	100%

Third-party evidence of selling price (TPE), if VSOE of selling price is not available. Evidence from us or other companies of the value of a largely interchangeable element in a transaction; and

Ÿ Estimated selling price (1ESP), ~~The~~if ~~above~~neither ~~percentages~~VSOE ~~are~~nor ~~based~~TPE onof ~~31,390,000~~selling ~~shares of~~price ~~our~~is ~~Common~~available. ~~Stock~~Our ~~outstanding~~best asestimate of ~~December~~the ~~31,~~stand-alone ~~2012~~selling price of an element in a transaction.

~~Item~~Our 13process for determining ESP for deliverables without VSOE or TPE considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. ~~Certain~~Key ~~Relationships~~factors primarily considered in developing ESP include prices charged by us for similar offerings when sold separately, pricing policies and ~~Related~~approvals ~~Transactions~~from standard pricing and other business objectives.

~~Except~~Accounts ~~as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.~~Receivable

~~Item~~For 14several of our solutions, we may invoice our customers prior to the period in which service is provided. ~~Principal~~Accounts ~~Accounting~~receivable ~~Fees~~represent trade receivables from third-party service providers and ~~Services~~customers when we have invoiced for software solutions and/or services where we have not yet received payment. We will present accounts receivable net of an allowance for doubtful accounts. We will maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments, or the customer cancelling prior to the service being rendered. In doing so, we will consider the current financial condition of the customer, the specific details of the customer account, the age of the outstanding balance, the current economic environment and historical credit trends. As a result of a portion of our allowance being for services not yet rendered, a portion of our allowance may be charged as an offset to deferred revenue, which does not have an effect on the statement of operations. Any change in the assumptions used in analyzing a specific account receivable might result in an additional allowance for doubtful accounts being recognized in the period in which the change occurs.

~~GZTY~~Capitalized ~~CPA~~Product ~~Group, LLC~~Development ~~is our independent registered public accounting firm.~~Costs

~~Audit~~We ~~Fees~~will capitalize specific product development costs, including costs to develop software products or the software components of our solutions to be marketed to our customers, as well as software programs to be used solely to meet our internal needs. The costs incurred in the preliminary stages of development related to research, project planning, training, maintenance and general and administrative activities, and overhead costs are expensed as incurred. The costs of relatively minor upgrades and enhancements to the software are also expensed as incurred. Once an application has reached the development stage, internal and external costs incurred in the performance of application development stage activities, including materials, services and payroll-related costs for employees will be capitalized, if direct and incremental, until the software is substantially complete and ready for its intended use. Capitalization will cease upon completion of all substantial testing. We will also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs will be recorded as part of property and equipment. Internal use software will be amortized on a straight-line basis over its estimated useful life, generally three years. Management will evaluate the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

~~The~~Liquidity ~~firm of GZTY CPA Group, LLC acts as our principal accountant. Our sole officer~~ and ~~director~~Capital William Tay paid $550 on our behalf to GZTY CPA Group, LLC during the period from February 21, 2012 (inception) to March 31, 2012 for its audit of our financial statements which were included in our Form 10 registration statement filed with the Securities and Exchange Commission on September 25, 2012, and as amended on October 31, 2012, November 28, 2012 and December 19, 2012.Resources

~~Tax~~As ~~Fees~~of December 31, 2014, we had $7,358 in cash and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Report. To date, we have financed our operations through the issuance of stock and limited revenues.

~~There were no fees billed by GZTY CPA Group, LLC for professional services for tax compliance, tax advice, and tax planning for the fiscal year ended December 31, 2012.~~19

~~All~~Table ~~Other~~of ~~Fees~~Contents

~~There~~The ~~were~~following notable ~~fees billed~~summarizes bytotal ~~GZTY~~current ~~CPA Group~~assets, ~~LLC~~total ~~for~~current ~~other~~liabilities ~~products~~ and ~~services~~working ~~for~~capital of the ~~fiscal~~Company at December 31, 2014 compared to year ~~ended~~end December 31, ~~2012~~2013.

Audit Committee’s Pre-Approval Process

					Increase / (Decrease)
	December 31, 2014		December 31, 2013		$		%

Current assets	$	7,358	$	–	$	7,358		100

Current liabilities	$	449	$	–	$	449		100

Working capital (deficit)	$	6,909	$	–	$	6,909		100

~~The~~Liquidity ~~Board~~is a measure of ~~Directors acts~~a ascompany’s ~~the~~ability ~~audit~~to ~~committee~~meet potential cash requirements. We have historically met our capital requirements through the issuance of stock, which has been invested in us by Uren Enterprises, LLC, our ~~Company~~controlling shareholder, ~~and~~or ~~accordingly~~Mark Uren, ~~all~~our ~~services~~sole ~~are~~officer, ~~approved~~director, byor ~~all~~other investors. In the ~~members~~future, ofwe anticipate we will be able to provide the ~~Board~~necessary ofliquidity ~~Directors~~needed from the revenues generated from operations but there is no assurance that this will happen.

~~PART~~Since IVinception, we have financed our cash flow requirements through issuance of common stock and limited revenues. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations. Additionally we anticipate obtaining additional financing to fund operations through additional common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.

~~Item~~We 15anticipate that we will incur operating losses in the next twelve months. ~~Exhibits~~Our minimal operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, ~~Financial~~expenses ~~Statement~~and ~~Schedules~~difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, increase our customer base, further and improve our marketing strategy, continually develop and upgrade our website, provide national and regional businesses with an effective, efficient and accessible website on which we are able to promote ours and their services through the Internet, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

~~(a)~~Operating ~~Exhibits:~~activities

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
3.1	Certificate of Incorporation		10		3.1	09/25/2012
3.2	By-Laws		10		3.2	09/25/2012
4.1	Specimen Stock Certificate		10		3.3	09/25/2012
31	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X

Net cash used in operating activities was $7,676 for the year ended December 31, 2014, as compared to $850 used in operating activities from for the year ended December 31, 2013. The increase in net cash used in operating activities was primarily due to an increase operating expenses related to organizational costs.

~~(b)~~Financing ~~The following documents are filed as part of the report:~~activities

1.Net ~~Financial~~cash ~~Statements: Balance~~provided ~~Sheet~~by financing activities for the year ended December 31, ~~Statement~~2014, ofwas ~~Operations~~$15,034, ~~Statement~~as ofcompared ~~Stockholder’s~~to ~~Equity~~$Nil for the year ended December 31, ~~Statement~~2013. The increase of ~~Cash~~net ~~Flows,~~cash ~~and~~provided ~~Notes~~by financing activities was mainly attributable to ~~Financial Statements~~capital provided through issuance of common stock.

~~SIGNATURES~~20

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

~~MELANTHIOS~~We ~~ACQUISITION CORP~~believe that cash flow from operations will not meet our present and near-term cash needs and thus we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. We will require additional cash resources due to product development, changed business conditions, finalization and launch of our website, implementation of our strategy to expand our sales and marketing initiatives, increase brand and services awareness. If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business

~~Dated:~~Significant ~~March 25,~~Accounting ~~2013~~ Policies

~~By: /s/ William Tay William Tay, Chief Executive Officer~~ (~~Principal~~Please ~~Executive~~see ~~Officer),~~Note ~~Chief~~1. ~~Financial~~Nature ~~Officer~~of ~~(Principal~~Operations ~~Financial Officer)~~ and ~~Chairman~~Summary of ~~the~~Accounting ~~Board of Directors~~Policies.)

InThe ~~accordance~~Company has elected to use the extended transition period for complying with ~~Section~~ 13new or 15revised accounting standards under Section 102(db)(2) of the ~~Securities~~Jobs ~~Exchange~~ Act, that allows the Company to delay the adoption of ~~1934,~~new ~~this~~or ~~report~~revised ~~has~~accounting ~~been~~standards ~~signed~~that ~~below~~have bydifferent ~~the~~effective ~~following~~dates ~~persons~~for onpublic ~~behalf~~ and private companies until those standards apply to private companies. As a result of ~~the~~this ~~registrant~~election, ~~and~~our infinancial ~~the~~statements ~~capacities~~may ~~and~~not onbe ~~the~~comparable ~~dates~~to ~~indicated~~companies that comply with public company effective dates.

Name	Title	Date
/s/ William Tay	Chief Executive Officer	March 25, 2013
William Tay	(Principal Executive Officer),
	Chief Financial Officer (Principal Financial Officer) and Chairman of the Board of Directors

Off-Balance Sheet Arrangements

MELANTHIOS ACQUISITION CORP.
(A Development Stage Company)
Balance Sheet
			As of
			December 31,
			2012
ASSETS
	Current Assets
	Cash	$	-
	Total Current Assets		-
	TOTAL ASSETS	$	-
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
	Current Liabilities	$	-
	Total Current Liabilities		-
	TOTAL LIABILITIES		-
	Stockholders' Equity (Deficit)
	Preferred stock, ($.0001 par value, 20,000,000
	shares authorized; none issued and outstanding.)		-
	Common stock ($.0001 par value, 500,000,000
	shares authorized; 31,390,000 shares issued and
	outstanding as of December 31, 2012)		3,139
	Deficit accumulated during development stage		(3,139)
			..
	Total Stockholders' Equity (Deficit)		-
	TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	-

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

~~See~~Contractual ~~Notes to Financial Statements.~~Obligations

MELANTHIOS ACQUISITION CORP.
(A Development Stage Company)
Statements of Operations
			February 21, 2012
			(Inception)		Cumulative
			Through		Since Inception
			December 31, 2012		at December 31, 2012
	Revenues
	Revenues	$	-	$	-
	Total Revenues		-		-
	General & Administrative Expenses
	Organization and related expenses		3,139		3,139
	Total General & Administrative Expenses		3,139		3,139
	Net Loss	$	(3,139)	$	(3,139)
	Basic loss per share	$	(0.00)
	Weighted average number of
	common shares outstanding		31,390,000

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

~~See~~Item ~~Notes~~7A. toQuantitative ~~Financial~~and ~~Statements~~Qualitative Disclosures about Market Risk.

MELANTHIOS ACQUISITION CORP.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From February 21, 2012 (inception) through December 31, 2012
							Deficit
							Accumulated
			Common		Additional		During
	Common		Stock		Paid-in		Development
	Stock		Amount		Capital		Stage		Total
February 21, 2012 (inception)
Shares issued for services at $.0001 per share	31,390,000	$	3,139	$	-	$		$	3,139
Net loss, December 31, 2012							(3,139)		(3,139)
Balance, December 31, 2012	31,390,000	$	3,139	$	-	$	(3,139)	$	-

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

~~See~~Item ~~Notes~~8. to Financial Statements and Supplementary Data.

MELANTHIOS ACQUISITION CORP.
(A Development Stage Company)
Statements of Cash Flows
			February 21, 2012
			(Inception)		Cumulative
			Through		Since Inception
			December 31,		at December 31,
			2012		2012
	CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)	$	(3,139)	$	(3,139)
	Changes in working capital		-		-
	Net cash provided by (used in) operating activities		(3,139)		(3,139)
	CASH FLOWS FROM INVESTING ACTIVITIES
	Net cash provided by (used in) investing activities		-		-
	CASH FLOWS FROM FINANCING ACTIVITIES
	Common stock issued to founder for services rendered		3,139		3,139
	Net cash provided by (used in) financing activities		3,139		3,139
	Net increase (decrease) in cash		-		-
	Cash at beginning of year		-		-
	Cash at end of year	$	-	$	-
	NONCASH INVESTING AND FINANCING ACTIVITIES:
	Common stock issued to founder for services rendered	$	3,139	$	3,139
	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	Interest paid	$	-	$	-
	Income taxes paid	$	-	$	-

Please see the financial statements beginning on page F-1 located elsewhere in this annual report on Form 10-K and incorporated herein by reference.

~~See~~Item ~~Notes~~9. toChanges in and Disagreements with Accountants on Accounting and Financial ~~Statements~~Disclosure.

~~MELANTHIOS~~There ~~ACQUISITION~~are ~~CORP.~~not ~~(A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM FEBRUARY 21, 2012 (INCEPTION) TO DECEMBER 31, 2012 Note 1 – Organization~~ and Description of Business Melanthios Acquisition Corp. (the “Company”), a development stage company, was incorporated under the laws of the State of Delaware on February 21, 2012 and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. Note 2 – Summary of Significant Accounting Policies Basis of Presentation – Development Stage Company The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Entity” as set forth in Accounting Standards Codification 915 (“ASC 915”), Development Stage Entities. Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception. Accounting Method The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not ~~misleading have~~ been ~~included.~~any ~~Actual~~disagreements results could differ from those estimates. Cash Equivalents The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. Income Taxes Income taxes are provided in accordance with Accounting Standards Codification 740 (“ASC 740”), Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between ~~financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from~~ the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. There were no current or deferred income tax expenses or benefits due to the Company not having any material operations for period ended December 31, 2012. Basic Earnings (Loss) Per Share The FASB issued Accounting Standards Codification 260 (“ASC 260”), “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective February 21, 2012 (inception). Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. Stock-Based Compensation The Company recognizes the services received or goods acquired in a share-based payment transaction as services are received or when it obtains the goods as an increase in equity or a liability, depending on whether the instruments granted satisfy the equity or liability classification criteria [ASC 718-10-25-2, Compensation—Stock Compensation, Recognition]. A share-based payment transaction with employees is measured base on the fair value (or, in some cases, a calculated or intrinsic value) of the equity instrument issued. If the fair value of goods or services received in a share-based payment with non-employees is more reliably measurable than the fair value of the equity instrument issued, the fair value of the goods or services received shall be used to measure the transaction. Conversely, if the fair value of the equity instruments issued in a share-based payment transaction with non-employees is more reliably measurable than the fair value of the consideration received, the transaction is measured at the fair value of the equity instruments issued [ASC 718-10-30-2, Compensation—Stock Compensation, Initial Measurement]. The cost of services received from employees in exchange for awards of share-based compensation generally is measured at the fair value of the equity instruments issued or at the fair value of the liabilities incurred. The fair value of the liabilities incurred in share-based transactions with employees is remeasured at the end of each reporting period until settlement [ASC 718-10-30-3, Compensation—Stock Compensation, Initial Measurement]. Share-based payments awarded to an employee of the reporting entity by a related party or other holder of an economic interest in the entity as compensation for services provided to the entity are share-based transactions to be accounted for under ASC 718 unless the transfer is clearly for a purpose other than compensation for services to the reporting entity. The substance of such a transaction is that the economic interest holder makes a capital contribution to the reporting entity and that entity makes a share-based payment to its ~~employee~~accountants in exchange for services rendered [ASC 718-10-15-4, Compensation—Stock Compensation, Scope and Scope Exceptions]. Impact of New Accounting Standards The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on ~~the~~any ~~Company’s~~matter ~~results~~ of ~~operations, financial position, or cash flow. Note 3 – Going Concern The Company’s financial statements are prepared using~~ accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, itpractices ~~may substantially curtail~~ or ~~terminate~~financial ~~its~~statement ~~operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders~~disclosure. Note 4 – Stockholder’s Equity Upon formation, the Board of Directors issued 31,390,000 shares of common stock to the founding shareholder in exchange for incorporation fees of $89, annual resident agent fees in the State of Delaware for $50, and developing the Company’s business concept and plan valued at $3,000 to a total sum of $3,139. The stockholders’ equity section of the Company contains the following classes of capital stock as of December 31, 2012: · Common stock, $ 0.0001 par value: 500,000,000 shares authorized; 31,390,000 shares issued and outstanding. · Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; but not issued and outstanding.

Table of Contents

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management. Mark Uren, the Company’s President, Principal Financial Officer and Secretary, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, the Company’s sole officer concluded that the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.

Evaluation of Internal Controls over Financial Reporting

This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Changes in Internal Controls over Financial Reporting

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter of the year ended December 31, 2014, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information.

Not applicable.

Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance

A. Identification of Directors and Officers.

Our current officers and directors will serve for one year or until their respective successors are elected and qualified. They are:

Name	Age	Position(s)

Mark Uren	46	Chairman of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer and Secretary

Biographical Information for Mark Uren

Mark Uren, age 46, acts as Chairman of the Board of Directors, President, Secretary and Treasurer for the Company since October 31, 2013. Mr. Uren is also currently the sole owner, officer and director of Uren Enterprises, LLC. For the past nine years, Mr. Uren has been the President, CEO, and Chairman of the Board of Directors for Global Dues, Inc., a payment processing and software management company. Mr. Uren’s background and knowledge of financial structures provide sufficient management experience to serve as our officer and director.

B. Significant Employees.

As of the date hereof, the Company has no significant employees.

C. Family Relationships.

There are no family relationships among directors, executive officers, or persons nominated or chosen by the issuer to become directors or executive officers.

D. Involvement in Certain Legal Proceedings.

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during the past five years.

Code of Ethics

We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions in that our sole officer and director serve in these capacities.

Nominating Committee

We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.

Audit Committee

The Board of Directors acts as the audit committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.

Table of Contents

Item 11. Executive Compensation.

Mark Uren, our sole officer and director does not receive any compensation for his services rendered to us, has not received such compensation in the past and is not accruing any compensation pursuant to any agreement with us. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. Our sole officer and director intend to devote such time as may be reasonably required for our affairs.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.

The following table shows for the period ended December 31, 2014, the compensation awarded (earned) or paid by us to our named executive officers or acting in a similar capacity as that term is defined in Item 402(a)(2) of Regulation S-K.

SUMMARY COMPENSATION TABLE
Name and principal position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Mark Uren,	2013	$	0		0		0		0		0		0		0		0
President/CEO	2014		0		0		0		0		0		0		0		0

Director Compensation

We do not currently pay any cash fees to our directors, nor do we pay directors’ expenses in attending board meetings.

Employment Agreements

We are not a party to any employment agreements.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(a) Security ownership of certain beneficial owners.

The following table sets forth, as of December 31, 2014, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of our Company. Also included are the shares held by all executive officers and directors as a group.

Name and Address	Amount and Nature of Beneficial Ownership	Percentage of Class (1)

Uren Enterprises 7524 Glenturret Circle The Colony, TX 75056	185,740,000 common shares held directly		100%

(1) The above percentages are based on 185,740,000 shares of our Common Stock outstanding as of December 31, 2014.

Table of Contents

Item 13. Certain Relationships and Related Transactions.

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

Item 14. Principal Accounting Fees and Services.

GZTY CPA Group, LLC was our independent registered public accounting firm. GZTY CPA Group, LLC has informed the Company that due to internal scheduling conflicts they are unable to continue to provide these services. There are no matters in dispute, nor have there been any matters in dispute, between the Company and GZTY CPA Group, LLC. The Company currently seeks to find a replacement independent registered public accounting firm.

Audit Fees

Due to internal scheduling conflicts, the firm of GZTY CPA Group, LLC was unable to perform its audit of our financial statements. Therefore, no audit fees have been paid by the Company to GZTY CPA Group, LLC.

Tax Fees

There were no fees billed by GZTY CPA Group, LLC for professional services for tax compliance, tax advice, and tax planning for the fiscal year ended December 31, 2014.

All Other Fees

During the year an amount of $800 was paid to GZTY CPA Group, LLC for the review of the Company’s interim financial statements.

Audit Committee’s Pre-Approval Process

The Board of Directors acts as the audit committee of our Company, and accordingly, all services are approved by all the members of the Board of Directors.

Table of Contents

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)

Exhibits:

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
3.1	Certificate of Incorporation		10		3.1	09/25/2012
3.2	By-Laws		10		3.2	09/25/2012
4.1	Specimen Stock Certificate		10		3.3	09/25/2012
31	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

(b) The following documents are filed as part of the report:

1. Financial Statements: Balance Sheet, Statement of Operations, Statement of Stockholder’s Equity, Statement of Cash Flows, and Notes to Financial Statements.

Table of Contents

SIGNATURES

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

MJ PHARMACEUTICALS, INC.

Dated: April 13, 2015

	By: /s/ Mark Uren
	Mark Uren, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer) and Chairman of the Board of Directors

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date

/s/ Mark Uren	Chief Executive Officer (Principal Executive Officer),	April 13, 2015
Mark Uren	Chief Financial Officer (Principal Financial Officer)
	and Chairman of the Board of Directors

Table of Contents

MJ PHARMACEUTICALS, INC.

(A Development Stage Company)

INDEX TO FINANCIAL STATEMENTS

PERIOD FROM FEBRUARY 21, 2012 (Inception) TO DECEMBER 31, 2014

	Page No.
FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm For the period February 21, 2012 (Inception) to December 31, 2013	F-1

Balance Sheets	F-2

Statements of Operations	F-3

Statement of Changes in Stockholders' Equity (Deficit)	F-4

Statements of Cash Flows	F-5

Notes to Financial Statements	F-6 - F-11

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

MELANTHIOS ACQUISITION CORP.

(A Development Stage Company)

We have audited the accompanying balance sheets of MELANTHIOS ACQUISITION CORP. (the “Company”) as of December 31, 2013 and 2012, and the related statements of operations, stockholders’ equity and cash flows for the years then ended and for the period from February 21, 2012 (Inception) to December 31, 2013. The management of MELANTHIOS ACQUISITION CORP is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MELANTHIOS ACQUISITION CORP as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended and for the period from February 21, 2012 (Inception) to December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GZTY CPA GROUP, LLC

GZTY CPA GROUP, LLC

Metuchen, NJ 08840

March 10, 2014

F-1

Table of Contents

MJ PHARMACEUTICALS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

	December 31, 2014			December 31, 2013
	(Unaudited)			(Audited)
ASSETS

Current Assets:

Cash and cash equivalents	$	7,358		$	–

Total Current Assets		7,358			–

Total Assets	$	7,358		$	–

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Loan from related party	$	449		$	–

Total Current Liabilities		449			–

STOCKHOLDERS’ EQUITY

Stockholders’ equity

Preferred stock par value $0.0001 per share; 20,000,000 shares authorized; none issued at December 31, 2014 and December 31, 2013.		–			–

Common stock, par value $0.0001 per share; 500,000,000 shares authorized;185,740,000 and 39,890,000 shares issued and outstanding, at December 31, 2014 and December 31, 2013, respectively.		18,574			3,989

Additional Paid In Capital		–			–

Deficit accumulated during development stage		(11,665	)		(3,989	)

Total Stockholders’ Equity		6,909			–

Total Liabilities and Stockholders’ Equity	$	7,358		$	–

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

F-2

Table of Contents

MJ PHARMACEUTICALS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

							For the period from
							February 21, 2012
							(Date of Inception)
	For the year ended						through
	December 31,						December 31,
	2014			2013			2012
	(Unaudited)			(Audited)			(Audited)

Net E-Commerce service revenue (Note 5)	$	6,731		$	–		$	–
Less – Net E-Commerce service cost		3,010			–			–

Gross Margin		3,721			–			–

Expenses
General and administrative		4,234			163			–
Legal, organization and related expenses		4,863			187			3,139
Professional fees		2,300			500			–

Total Expenses		11,397			850			3,139

Net Profit (Loss)	$	(7,676	)	$	(850	)	$	(3,139	)



Basic profit (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.00	)

Basic weighted average number of shares outstanding		138,659,227			31,646,164			31,390,000

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

F-3

Table of Contents

MJ PHARMACEUTICALS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FROM FEBRUARY 21, 2012 (INCEPTION) THROUGH DECEMBER 31, 2014

	Common Stock		Common Stock Amount		Additional Paid-in Capital		Deficit Accumulated During Development Stage			Total

February 21, 2012 (Inception)

Shares issued for services at $0.0001 per share		31,390,000	$	3,139	$	-	$			$	3,139

Net loss for year ended December 31, 2012		-		-		-		(3,139	)		(3,139	)

Balance December 31, 2012		31,390,000		3,139		-		(3,139	)		-

Shares issued during the period for services paid by sole shareholder		8,500,000		850		-					850

Net loss for year ended December 31, 2013		-		-		-		(850	)		(850	)

Balance December 31, 2013		39,890,000		3,989		-		(3,989	)		-

Shares issued during the period for cash and services paid by sole shareholder		145,850,000		14,585		-		-			14,585

Net loss for year ended December 31, 2014		-		-		-		(7,676	)		(7,676	)

Balance December 31, 2014		185,740,000	$	18,574	$	-	$	(11,665	)	$	6,909

The accompanying notes are an integral part of the consolidated financial statements.

F-4

Table of Contents

MJ PHARMACEUTICALS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

							For the period from
							February 21, 2012
							(Date of Inception)
	For the year ended						through
	December 31,						December 31,
	2014			2013			2012

Operating activities:
Net loss	$	(7,676	)	$	(850	)	$	(3,139	)

Net cash used in operating activities		(7,676	)		(850	)		(3,139	)

Financing activities
Proceeds from issuance of common stock		14,585			850			3,139
Increase in related party loan		449			–			–

Net cash provided by financing activities		15,034			850			3,139

Net increase(decrease) in cash and cash equivalents		7,358			–			--

Cash and cash equivalents, beginning of period		–			–			–

Cash and cash equivalents, end of period	$	7,358		$	–		$	--


Supplemental disclosures of cash flow information:

Cash paid during the period for interest	$	–		$	–		$	–

Cash paid during the period for taxes	$	–		$	–		$	–

The accompanying notes are an integral part of the consolidated financial statements.

F-5

Table of Contents

MJ PHARMACEUTICALS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM FEBRUARY 21, 2012 (INCEPTION) TO DECEMBER 31, 2014

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

MJ Pharmaceuticals, Inc. (the "Company"), a development stage company, was incorporated under the laws of the State of Delaware on February 21, 2012. The Company initially intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

On October 31, 2013, the initial owner of the Company transferred his 100% shares to a new owner, Uren Enterprises, LLC which is solely owned by Mr. Mark Uren. The Company under the new ownership intends to serve as an investor in and provider of e-commerce operations to the property management and property rental industries, as well as investor in and provider of e-commerce operations and other services to the marijuana pharmaceutical industry.

On April 11, 2014, Melanthios Acquisition Corp filed a Certificate of Amendment of Certificate of Incorporation changing the name of the Corporation to Price My Rent Group, Inc.

The Company commenced limited initial e-commerce operations on September 1, 2014. In November 2014, the Company suspended these operations, subject to further development of the e-commerce portal.

On December 17, 2014, Price My Rent Group, Inc filed a Certificate of Amendment of Certificate of Incorporation changing the name of the Corporation to MJ Pharmaceuticals, Inc.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY

The Company has earned limited revenue from the initial stages of its e-commerce operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth in Financial Accounting Standards Board Accounting Standards Codification 915 (“FASB ASC 915”). Among the disclosures required by FASB ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

ACCOUNTING METHOD

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

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-6

Table of Contents

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original maturities from date of purchase of three months or less to be cash equivalents. Cash and equivalents consist of cash on deposit with domestic banks and, at times, may exceed federally insured limits.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL DEBTS

Accounts receivable are generally due within 30 days and are recorded net of an allowance for doubtful accounts. We consider accounts outstanding longer than the contractual terms past due. We review accounts receivable on a regular basis and estimate an amount of losses for uncollectible accounts based on our historical collections experience, age of the receivable, knowledge of the customer and the condition of the general economy and industry as a whole. We record changes in our estimate to the allowance for doubtful accounts through bad debt expense and relieve the allowance when accounts are ultimately determined to be uncollectible. Bad debt expenses, if any, are included in general and administrative expenses.

REVENUE RECOGNITION

In general, we recognize revenue when (i) there is persuasive evidence of an arrangement, (ii) the solution and/or service has been provided to the customer, (iii) the collection of the fees is probable, and (iv) the amount of fees to be paid by the customer is fixed or determinable.

We currently generate revenue under our E-Commerce Software Solution which is primarily comprised of transaction fees for certain e-commerce software solutions, such as payment processing. We recognize revenue from these transaction fees as the related services are performed.

COST OF REVENUE

Cost of revenue consists primarily of fees paid to third-party service providers.

ORGANIZATIONAL COSTS

Organizational costs represent management, consulting, legal, accounting, and filing fees incurred to date in the formation of the company. Organizational costs are expensed as incurred in accordance with FASB ASC 720-15, “Start-Up Costs”.

INCOME TAXES

The Company has adopted the provisions of FASB ASC 740, “Accounting for Income Taxes" which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

BASIC EARNINGS (LOSS) PER SHARE

The Company uses Topic 260 “Earnings Per Share”, for calculating the basic and diluted profit (loss) per share. The Company computes basic profit (loss) per share by dividing net profit (loss) and net profit (loss) attributable to common stockholders by the weighted average number of common shares outstanding. Diluted profit (loss) per share is computed similar to basic profit (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive. Common equivalent shares are excluded from the computation of net profit (loss) per share if their effect is anti-dilutive. At December 31, 2014 and December 31, 2013, the Company did not have any stock equivalents.

F-7

Table of Contents

FAIR VALUE MEASUREMENTS

GAAP defines fair value, provides guidance for measuring fair value and requires certain disclosures. GAAP utilizes a fair value hierarchy which is categorized into three levels based on the inputs to the valuation techniques used to measure fair value. These principles discuss valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flows) and the cost approach (cost to replace the service capacity of an asset or replacement cost). These principles provide for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1:

Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2:

Inputs other than quoted prices that is observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs that reflect the Company's assumptions.

The Company’s financial instruments consist of accounts payable and accrued expenses. The carrying value approximates fair value due to the short maturity of these instruments.

STOCK-BASED COMPENSATION

The Company recognizes the services received or goods acquired in a share-based payment transaction as services are received or when it obtains the goods as an increase in equity or a liability, depending on whether the instruments granted satisfy the equity or liability classification criteria [ASC 718-10-25-2, Compensation-Stock Compensation, Recognition].

A share-based payment transaction with employees is measured base on the fair value (or, in some cases, a calculated or intrinsic value) of the equity instrument issued. If the fair value of goods or services received in a share-based payment with non-employees is more reliably measurable than the fair value of the equity instrument issued, the fair value of the goods or services received shall be used to measure the transaction. Conversely, if the fair value of the equity instruments issued in a share-based payment transaction with non-employees is more reliably measurable than the fair value of the consideration received, the transaction is measured at the fair value of the equity instruments issued [ASC 718-10-30-2, Compensation-Stock Compensation, Initial Measurement].

The cost of services received from employees in exchange for awards of share-based compensation generally is measured at the fair value of the equity instruments issued or at the fair value of the liabilities incurred. The fair value of the liabilities incurred in share-based transactions with employees is remeasured at the end of each reporting period until settlement [ASC 718-10-30-3, Compensation-Stock Compensation, Initial Measurement].

Share-based payments awarded to an employee of the reporting entity by a related party or other holder of an economic interest in the entity as compensation for services provided to the entity are share-based transactions to be accounted for under ASC 718 unless the transfer is clearly for a purpose other than compensation for services to the reporting entity. The substance of such a transaction is that the economic interest holder makes a capital contribution to the reporting entity and that entity makes a share-based payment to its employee in exchange for services rendered [ASC 718-10-15-4, Compensation-Stock Compensation, Scope and Scope Exceptions].

NOTE 3 - IMPACT OF NEW ACCOUNTING STANDARDS

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

F-8

Table of Contents

NOTE 4 - GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established sufficient sources of revenue to cover its operating costs. The Company will engage in very limited activities until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

NOTE 5 - E-COMMERCE SERVICES REVENUE

A component of certain transactions under our E-Commerce Software Solution contains amounts directly attributable to clients. The amount collected by us, for and on behalf of clients, is detailed below:

For the period from

February 21, 2012

(Date of Inception)

Year Ended

through

December 31,

2014

2013

2012

E-Commerce services

Gross sales

342,162

–

Less – Direct client component

335,431

–

Net E-Commerce service revenue

6,731

–

NOTE 6 - INCOME TAXES

For the period from February 21, 2012 (Date of Inception) through December 31, 2014, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $11,665 at December 31, 2014, and will expire in the year 2033. The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

Deferred tax asset attributable to:

				For the period from
				February 21, 2012
	For the			(Date of Inception)
	year ended			through
	December 31, 2014			December 31, 2014

Net operating loss carryover	$	2,610		$	3,966
Valuation allowance		(2,610	)		(3,966	)

Net deferred tax asset	$	–		$	–

F-9

Table of Contents

Realization of deferred tax assets is not practical until subsequent to a business combination with target business opportunity, and such a target business opportunity has yet to be finalized.

The provision for income taxes consists of the following:

				For the period from
				February 21, 2012
	For the			(Date of Inception)
	year ended			through
	December 31, 2014			December 31, 2014

Current tax	$	2,610		$	3,966
Change in deferred tax asset		(2,610	)		(3,966	)

Change in valuation allowance	$	–		$	–

The Company has elected to classify interest and/or penalties related to an uncertain position, if and when required, as part of other expenses in the statements of operation. No such amounts have been incurred or accrued through December 31, 2014 by the Company.

For the period from February 21, 2012 (Date of Inception) through December 31, 2014, there is no unrecognized tax benefit. Management does not anticipate any potential future adjustments which would result in a material change to its financial tax position. As of December 31, 2014, the Company did not accrue any interest and penalties.

NOTE 7 - RELATED PARTY BALANCES AND TRANSACTIONS

On February 21, 2012 (Date of Inception), the Company issued 31,390,000 shares of common stock to the founding shareholder in exchange for incorporation fees of $89, annual resident agent fees in the State of Delaware for $50, and developing the Company’s business concept and plan valued at $3,000 to a total sum of $3,139.

On December 31, 2013, the Company issued 8,500,000 shares of common stock in exchange for filing fees of $187, courier fees of $163, and payment made for audit fees of $500.00 by the sole owner, Uren Enterprises, LLC. The total amount is $850.

On March 31, 2014, the Company issued 61,730,000 shares of common stock in exchange for cash of $3500, filing fees of $979, courier fees of $194, and payment made for audit fees of $1500 by the sole owner, Uren Enterprises, LLC. The total amount is $6173.

On June 30, 2014, the Company issued 58,500,000 shares of common stock in exchange for franchise tax of $1654, filing fees of $500, office expenses of $98, travel expenses of $3581 and payment made for domain registration of $17 by the sole owner, Uren Enterprises, LLC. The total amount is $5850.

On August 29, 2014, the Company entered into a short term agreement, at cost plus $100 per month processing fee, with a corporation related to the sole director, Mark Uren, for the sole purposes of providing interim merchant services to the Company. This agreement was to commence on September 1, 2014 and was terminated by the Company in November 2014. At December 31, 2014 there were no recorded related party accounts receivable and no recorded related party accounts payable, in accordance with this short term agreement.

On September 30, 2014, the Company issued 25,620,000 shares of common stock in exchange for cash of $2,062 and filing fees of $500 by the sole owner, Uren Enterprises, LLC. The total amount is $2,562.

On December 17, 2014, the Company recorded a loan from the sole owner, Uren Enterprises, LLC for payment of $450 filing fees for the name change of the Company to MJ Pharmaceuticals, Inc.

F-10

Table of Contents

NOTE 8 - STOCKHOLDER’S EQUITY

The Company’s Articles of Incorporation authorize 500,000,000 shares of $0.0001 par value Common Stock and 20,000,000 shares of $0.0001 par value Preferred Stock.

Since February 21, 2012, the date of inception, the Company has issued total of 185,740,000 shares of common stock in exchange for cash, general and administrative expenses, and incorporation related fees and services.

NOTE 9 - SUBSEQUENT EVENTS

None.

Subsequent events have been evaluated through April 13, 2015, the date the financial statements were issued.

F-11

Filing Compare · MJ Pharmaceuticals Inc.