UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~February~~August 2831, 2015

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 333-151434

PORTLOGIC SYSTEMS INC.

(Exact name of registrant as specified in its charter)

NEVADA		20-2000407
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2 Toronto Street, Suite 422, Toronto, Ontario, Canada		M5C 2B5
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (647) 847-8350

2 Toronto Street, Suite 209, Toronto, Ontario, Canada		M5C 2B5
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (437) 886-2432

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company)

Smaller reporting company ☒

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

As of ~~April~~October 1420, 2015, the registrant had ~~275~~33,~~402~~525,784 shares of ~~common~~ common stock, par value $0.001, outstanding.

PORTLOGIC SYSTEMS INC.

FORM 10-Q

For the ~~nine~~three months ended ~~February~~August 2831, 2015

TABLE OF CONTENTS

		PAGE NUMBER
PART I
Item 1.	Consolidated Financial Statements.	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	1617
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	1920
Item 4T.	Controls and Procedures.	1920
PART II
Item 1.	Legal Proceedings.	2122
Item 1A.	Risk Factors.	2122
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	2324
Item 3.	Defaults Upon Senior Securities.	2324
Item 4.	Submission of Matters to a Vote of Security Holders.	2324
Item 5.	Other Information.	2324
Item 6.	Exhibits.	2425

- 2 -

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this quarterly report on Form 10-Q may be "forward-looking statements". Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions, or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates, and projections about our business based, in part, on assumptions made by our management. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this quarterly report on Form 10-Q, including the risks described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in other documents we file with the Securities and Exchange Commission.

In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, competition, government regulations and requirements and pricing, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this quarterly report on Form 10-Q, except as required by law.

- 3 -

PART I

Item 1. Financial Statements

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~FEBRUARY 28~~AUGUST 31, 2015 (UNAUDITED)

FORMING A PART OF QUARTERLY REPORT

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934

PORTLOGIC SYSTEMS INC.

	Page #
Unaudited Interim Consolidated Balance Sheets as of February 28, 2015 and May 31, 2014	5
Unaudited Interim Consolidated Balance Sheets as of August 31, 2015 and May 31, 2015	5
Unaudited Interim Consolidated Statements of Operations for the Nine Months Ended February 28, 2015 and February 28, 2014	6
Unaudited Interim Consolidated Statements of Operations for the Three Months Ended August 31, 2015 and August 31, 2014	6
Unaudited Interim Consolidated Statements of Cash Flows for the Nine Months Ended February 28, 2015 and February 28, 2014	7
Unaudited Interim Consolidated Statements of Cash Flows for the Three Months Ended August 31, 2015 and August 31, 2014	7
Notes to Unaudited Interim Consolidated Financial Statements	8-1516

- 4 -

PORTLOGIC SYSTEMS INC.
UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS
AS OF FEBRUARY 28, 2015 AND MAY 31, 2014
(Amounts expressed in US Dollars)
	Feb 28, 2015			May 31, 2014
ASSETS	$			$
Current
Cash and cash equivalents		5,071			4,011
Loan receivable, net of allowance for doubtful accounts of $0 at February 28, 2015 and May 31, 2014		7,850			7,850
Accounts receivable		48,212			59,651
Prepaid expenses and deposits		6,255			6,255
		67,388			77,767
TOTAL ASSETS		67,388			77,767
LIABILITIES
Current
Accounts payable and accrued liabilities		380,123			404,726
Short term loans		23,025			23,025
New convertible loans		662,936			636,546
Shareholder loan		33,435			19,000
Other loan		2,550			2,550
Convertible loan		7,000			7,000
		1,109,069			1,092,847
STOCKHOLDERS’ DEFICIENCY
Capital stock
Preference stock; $0.001 par value; 1,000,000 shares authorized;
0 issued and outstanding at February 28, 2015 and May 31, 2014		-			-
Common stock; $0.001 par value; 225,000,000 shares authorized;
206,551,422* issued and outstanding at February 28, 2015 and May 31, 2014		206,551			206,551
Additional paid in capital		190,749			190,749
Accumulated deficit		(1,438,981	)		(1,412,380	)
		(1,041,681	)		(1,015,080	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		67,388			77,767

PORTLOGIC SYSTEMS INC.

* CommonUNAUDITED ~~stock~~INTERIM ~~figures~~CONSOLIDATED ~~reflect~~BALANCE ~~the 3:1 forward common stock split effective March 30, 2012 on a retroactive basis but does not reflect the 1:750 reverse common stock split effective March 16, 2015.~~SHEETS

~~The~~AS ~~accompanying~~OF ~~notes~~AUGUST ~~form~~31, an2015 ~~integral~~AND ~~part~~MAY of31, ~~these unaudited interim consolidated financial statements.~~2015

-(Amounts 5expressed -in US Dollars)

PORTLOGIC SYSTEMS INC.
	Aug 31, 2015			May 31, 2015
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED FEBRUARY 28, 2015 AND 2014
ASSETS		$			$
(Amounts expressed in US Dollars)
Current
	For the Nine Months						For the Three Months
Cash and cash equivalents		10,074			1,156
	Ended February 28						Ended February 28
Loan receivable, net of allowance for doubtful accounts of $0 at August 31, 2015 and May 31, 2015		7,850			7,850
	2015			2014			2015			2014
Accounts receivable		48,212			48,212
	$			$			$			$
Prepaid expenses and deposits		6,255			6,255
Gross Margin (Loss)
		72,391			63,473
Revenue		122,768			639,881			-			36,653
TOTAL ASSETS		72,391			63,473
Cost of goods sold		106,946			642,758			-			39,559
LIABILITIES
		15,822			(2,877	)		-			(2,906	)
Current
Expenses
Accounts payable and accrued liabilities		245,050			236,620
Selling and administrative		42,423			139,973			16,344			44,378
Short term loans		23,025			23,025
Depreciation		-			265			-			74
New convertible loans		620,396			812,936
		42,423			140,238			16,344			44,452
Shareholder loan		36,072			36,072
Net Loss for the period		(26,601	)		(143,115	)		(16,344	)		(47,358	)
Other loan		2,550			2,550
Net Loss per share for the period
Convertible loan		7,000			7,000
Basic and fully diluted		(0.0001	)		(0.0007	)		(0.0001	)		(0.0002	)
		934,093			1,118,203
Weighted average number of shares outstanding
STOCKHOLDERS’ DEFICIENCY
Basic and fully diluted		206,551,442	*		206,551,442	*		206,551,442	*		206,551,442	*
Capital stock
Preference stock; $0.001 par value; 1,000,000 shares authorized; 0 issued and outstanding at August 31, 2015 and May 31, 2015		-			-
Common stock; $0.001 par value; 225,000,000 shares authorized; 33,525,784* issued and outstanding at August 31, 2015 275,784* issued and outstanding at May 31, 2015		33,525			275
Additional paid in capital		578,775			397,025
Accumulated deficit		(1,474,002	)		(1,452,030	)
		(861,702	)		(1,054,730	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		72,391			63,473

* ~~Reflects~~ ~~the~~Common ~~3:1 forward common~~ stock ~~split~~figures ~~effective March 30, 2012 on a retroactive basis but does not~~ reflect the 1:750 reverse ~~common~~ common stock split effective March 16, 2015 on a retroactive basis.

The accompanying notes form an integral part of these unaudited interim consolidated financial statements.

- 6 5-

PORTLOGIC SYSTEMS INC.
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED FEBRUARY 28, 2015 AND 2014
(Amounts expressed in US Dollars)
	For the nine months ended Feb 28, 2015			For the nine months ended Feb 28, 2014
	$			$
Cash Flows from Operating Activities
Net Loss	(26,601)			(143,115)
Adjustments made to reconcile net loss to net cash from operating activities
Depreciation of equipment		-			265
Changes in operating assets and liabilities
Decrease (increase) in accounts and other receivables		11,439			(11,358	)
Increase (decrease) in accounts payable and accrued liabilities		(24,603	)		95,912
Cash flows used in operating activities		(39,765	)		(58,296	)
Cash Flows from Investing Activities
Purchase of equipment		-			-
Cash flows used in investing activities		-			-
Cash Flows from Financing Activities
Proceeds from issuance of short term loans					23,025
Assignment of notes payable					(391,486	)
Assignment of new loan					(200,060	)
Proceeds from new convertible loans		26,390			636,546
Proceeds from/payments toward shareholder loan		14,435			(2,436	)
Proceeds from issuance of other loan		-			2,500
Cash flows provided by financing activities		40,825			68,089
Increase (decrease) in cash and cash equivalents		1,060			9,793
Cash and cash equivalents, beginning of period		4,011			2,270
Cash and cash equivalents, end of period		5,071			12,063

PORTLOGIC SYSTEMS INC.

~~The accompanying~~CONSOLIDATED ~~notes~~STATEMENTS ~~form~~OF anOPERATIONS FOR ~~integral~~THE ~~part~~THREE ofMONTHS ~~these~~ENDED ~~unaudited~~AUGUST ~~interim~~31, ~~consolidated~~2015 ~~financial~~AND ~~statements.~~2014

-(Amounts 7expressed -in US Dollars)

PORTLOGIC SYSTEMS INC.

	For the three months ended			For the three months ended
	August 31, 2015			August 31, 2014
	$			$
Gross margin
Revenue		-			122,768
Cost of goods sold		-			106,946
		-			15,822

Expenses
Selling and administrative		21,972			12,015
Depreciation		-			-
		21,972			12,015

Net (loss)/profit for the period		(21,972	)		3,807

Net loss per share for the period
Basic and fully diluted		(0.0009	)		(0.0138	)

Weighted average number of shares outstanding
Basic and fully diluted		*25,414,371			*275,784

~~NOTES~~* Reflects the 1:750 reverse common stock split effective TOMarch ~~UNAUDITED~~16, ~~INTERIM~~2015 ~~CONSOLIDATED~~on ~~FINANCIAL~~a ~~STATEMENTS~~retroactive basis.

~~FEBRUARY~~The accompanying notes form an integral part ~~28,~~of ~~2015~~these unaudited interim financial statements.

~~(Amounts expressed in US Dollars)~~-6-

~~NOTE 1.~~PORTLOGIC ~~ORGANIZATION~~SYSTEMS ~~AND DESCRIPTION OF BUSINESS~~INC.

~~Portlogic Systems~~UNAUDITED ~~Inc.~~INTERIM ~~(“Portlogic”)~~CONSOLIDATED ~~was~~STATEMENTS ~~incorporated~~OF ~~under~~CASH ~~the~~FLOWS FOR ~~laws~~THE ofTHREE ~~the~~MONTHS ~~State~~ENDED ofAUGUST ~~Nevada on June 22~~31, ~~2004.~~2015 OnAND ~~June 5, 2008, Portlogic filed a Form S-1 Registration Statement under the United States Securities Act of 1933. It became effective June 24, 2008.~~2014

~~Portlogic is~~(Amounts aexpressed ~~Toronto,~~in ~~Canada~~US based development stage company with enterprise mobile marketing applications solutions, kiosk hardware and software products which fall into six principal product families: m2Meet, m2Bank, m2Market, m2Ticket, m2Kiosk, and m2Workflow. Prior to January 2010. Portlogic created and licensed online interactive community portal software systems and developed a series of web-based community portal products.Dollars)

On September 16, 2009, Portlogic incorporated a wholly-owned subsidiary, Sunlogic Energy Corporation in Panama City, Republic of Panama for the purpose of looking at solar and alternative green energy software and products. Initial operations include: capital formation; organization; website construction; target market identification; research costs; promotional materials costs; and marketing planning. Sunlogic Energy Corporation is still incorporated as a subsidiary but its operations are on hold.

	For the three months ended Aug 31, 2015			For the three months ended Aug 31, 2014
	$			$
Cash Flows from Operating Activities
Net (Loss)/ Profit	(21,972)			3,807
Adjustments made to reconcile net loss to net cash from operating activities
Changes in operating assets and liabilities
Decrease (increase) in accounts and other receivables		11,439			(95,885	)
Increase (decrease) in accounts payable and accrued liabilities		8,430			88,212
Cash flows used in operating activities		(2,103	)		(3,866	)

Cash Flows from Investing Activities
Purchase of equipment		-			-
Cash flows used in investing activities		-			-

Cash Flows from Financing Activities
Proceeds from new convertible loans		22,460			-
Conversion of convertible loans		(215,000	)		-
Proceeds from issuance of common stock		203,561			-
Cash flows provided by financing activities		11,021			-
Increase (decrease) in cash and cash equivalents		8,918			(3,866	)
Cash and cash equivalents, beginning of period		1,156			4,011
Cash and cash equivalents, end of period		10,074			145

~~On June~~The ~~18,~~accompanying ~~2012,~~notes ~~Portlogic~~form ~~incorporated~~an aintegral ~~wholly~~part ~~owned subsidiary, VOIP 1, Inc. under the laws~~ of ~~the~~these ~~State~~unaudited ofinterim ~~Nevada.~~consolidated ~~VOIP~~financial ~~1, Inc~~statements. ~~specializes in data and voice telecommunications technologies. VOIP 1 began earning revenues in September 2012.~~

The accompanying unaudited interim consolidated financial statements include Portlogic and its subsidiary (herein after referred to collectively as the “Company”). All intercompany balances and transactions have been eliminated on consolidation.-7-

~~The unaudited~~PORTLOGIC ~~interim~~SYSTEMS ~~consolidated financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements~~INC. Therefore, they do not include all of the information and footnotes required in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for complete financial statements. The unaudited interim consolidated financial statements should be read in conjunction with the Form 10-K for the year ended May 31, 2014.

~~The unaudited~~NOTES ~~interim~~TO ~~consolidated~~UNAUDITED ~~financial~~INTERIM ~~statements~~CONSOLIDATED ~~present~~FINANCIAL ~~the balance sheet, statements of operations, and cash flows of the Company. The unaudited interim consolidated financial statements have been prepared by management in accordance with GAAP.~~STATEMENTS

~~NOTE 2.~~AUGUST ~~GOING~~31, ~~CONCERN~~2015

~~The unaudited~~(Amounts ~~interim~~expressed ~~consolidated financial statements are presented on a going concern basis which contemplates the realization of assets and discharge of obligations~~ in ~~the~~US normal course of business as they come due. No adjustments have been made to assets or liabilities in these unaudited interim consolidated financial statements should the Company not be able to continue normal business operations.Dollars)

~~The Company~~NOTE has incurred losses from inception and, during the nine month period ended February 28, 2015, the Company utilized $39,765 (February 28, 2014 - $58,296) of cash in operations. At February 28, 2015, the Company reported a deficit of $1~~,438,981 and continues to expend cash in amounts that exceed revenues~~. ~~These~~ORGANIZATION ~~conditions~~AND ~~cast~~DESCRIPTION ~~substantial~~OF doubt on the ability of the Company to continue as a going concern and meet its obligations as they come due. Management is considering various alternatives and is pursuing raising additional capital resources. Nevertheless, there can be no assurance that these initiatives if undertaken will be successful.BUSINESS

-Portlogic 8Systems Inc. (“Portlogic”) was incorporated under the laws of the State of Nevada on June 22, 2004. On June 5, 2008, Portlogic filed a Form S-1 Registration Statement under the United States Securities Act of 1933. It became effective June 24, 2008.

~~PORTLOGIC~~Portlogic is a Toronto, Canada based development ~~SYSTEMS~~stage ~~INC~~company with enterprise mobile marketing applications solutions, kiosk hardware and software products which fall into six principal product families: m2Meet, m2Bank, m2Market, m2Ticket, m2Kiosk, and m2Workflow. Prior to January 2010. Portlogic created and licensed online interactive community portal software systems and developed a series of web-based community portal products.

~~NOTES~~On September 16, 2009, Portlogic incorporated a TOwholly-owned ~~UNAUDITED~~subsidiary, ~~INTERIM~~Sunlogic ~~CONSOLIDATED~~Energy ~~FINANCIAL~~Corporation ~~STATEMENTS~~in Panama City, Republic of Panama for the purpose of looking at solar and alternative green energy software and products. Sunlogic Energy Corporation is still incorporated as a subsidiary but its operations are on hold.

~~FEBRUARY~~On June 18, 2012, Portlogic incorporated a wholly 28owned subsidiary, ~~2015~~VOIP 1, Inc. under the laws of the State of Nevada. VOIP 1, Inc. specializes in data and voice telecommunications technologies. VOIP 1 began earning revenues in September 2012.

~~(Amounts~~In August 2015, Portlogic started development on ~~expressed~~a inhigh USdefinition ~~Dollars)~~video server platform.

~~NOTE~~The accompanying unaudited interim consolidated 2.financial ~~GOING~~statements ~~CONCERN~~include Portlogic and its subsidiary (~~cont’d~~herein after referred to collectively as the “Company”). All intercompany balances and transactions have been eliminated on consolidation.

The ~~Company~~ ~~has~~unaudited ~~shifted~~interim ~~its~~consolidated ~~focus~~financial tostatements have ~~specializing~~been prepared in ~~mobile~~accordance ~~applications~~with ~~solutions~~Securities ~~marketing,~~ and ~~data~~Exchange ~~and~~Commission ~~telecommunications~~requirements ~~technology. The~~for ~~Company~~interim ~~also~~financial ~~develops~~statements. ~~a series of web-based community portal products as well as a series of off-the-shelf template based~~Therefore, ~~websites.~~they ~~The~~do ~~Company’s~~not ~~continuance~~include asall ~~a going concern is dependent on the commercialization~~ of ~~more of~~ the ~~Company’s products~~information and ~~the~~footnotes ~~achievement~~required ofin ~~profitable~~accordance ~~operations~~with asUnited ~~well~~States asGenerally ~~the~~Accepted ~~success of the Company in raising additional long-term financing~~Accounting ~~through~~Principles ~~debt~~(“GAAP”) orfor ~~equity~~complete ~~offerings~~financial statements. InThe ~~the~~unaudited ~~event~~interim ~~that~~consolidated ~~the~~financial ~~Company~~statements isshould be ~~not~~read ~~successful~~ in ~~these~~conjunction ~~efforts,~~with the ~~assets~~Form ~~may~~10-K ~~not~~for bethe ~~realized or~~year ~~liabilities~~ended ~~discharged~~May ~~at their carrying amounts~~31, ~~and differences from the carrying amounts reported in these consolidated financial statements could be material~~2015.

~~NOTE~~The unaudited interim consolidated financial statements 3present the balance sheet, statements of operations, and cash flows of the Company. ~~SIGNIFICANT~~The ~~ACCOUNTING~~unaudited ~~POLICIES~~interim consolidated financial statements have been prepared by management in accordance with GAAP.

~~The interim~~NOTE ~~consolidated financial information is unaudited~~2. InGOING the opinion of management, all adjustments necessary to present fairly the consolidated financial position as of February 28, 2015 and the results of operations, and cash flows presented herein have been included in the unaudited interim consolidated financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.CONCERN

~~Accounting~~The unaudited interim consolidated financial statements ~~Estimates~~are presented on a going concern basis which contemplates the realization of assets and discharge of obligations in the normal course of business as they come due. No adjustments have been made to assets or liabilities in these unaudited interim consolidated financial statements should the Company not be able to continue normal business operations.

The ~~preparation~~ ofCompany ~~financial~~has ~~statements~~incurred inlosses ~~conformity~~from ~~with~~inception ~~GAAP~~and, during ~~requires~~the ~~management~~three tomonth ~~make~~period ~~estimates~~ended ~~and~~August ~~assumptions~~31, ~~that~~2015, ~~affect~~ the ~~reported~~Company ~~amount~~utilized of$2,103 ~~assets~~(August ~~and~~31, ~~liabilities~~2014 ~~and~~- ~~disclosure~~$3,866) of ~~contingent~~cash ~~assets~~in ~~and~~operations. At ~~liabilities~~August at31, ~~the~~2015, ~~date of~~ the ~~financial statements~~Company ~~and the~~ reported ~~amount~~a deficit of ~~revenues~~$1,474,002 and ~~expenses~~continues ~~during~~to ~~the~~expend ~~period.~~cash ~~Financial~~in ~~statement~~amounts ~~items~~that ~~subject~~exceed ~~to significant~~revenues. ~~judgment~~These ~~include~~conditions ~~the~~cast ~~expected~~substantial ~~life~~doubt ofon ~~equipment,~~the ability of the ~~net~~Company ~~realizable~~to ~~value~~continue ofas ~~accounts~~a ~~receivable,~~going ~~the~~concern ~~completeness~~and ofmeet ~~expense accruals,~~its obligations as ~~well~~they ascome ~~income~~due. ~~taxes~~Management is considering various alternatives and ~~loss~~is ~~contingencies~~pursuing raising additional capital resources. ~~Actual~~Nevertheless, there ~~results~~can ~~may~~be ~~differ~~no ~~from~~assurance ~~those~~that ~~estimates~~these initiatives if undertaken will be successful.

~~Cash and Cash Equivalents~~-8-

~~Cash equivalents~~PORTLOGIC ~~comprise~~SYSTEMS ~~highly liquid instruments with a maturity of three months or less when purchased~~INC. ~~As at February 28, 2015, cash equivalents amounted to $Nil (May 31, 2014 - $Nil).~~

~~Asset Impairment~~NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~Long-lived assets~~AUGUST ~~are~~31, reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows that are expected to result from the use of the asset and its eventual disposition. 2015

~~Advertising Costs~~(Amounts expressed in US Dollars)

~~Advertising costs~~NOTE ~~are expensed as incurred and included as part of selling and administrative expenses~~2. ~~Advertising~~GOING ~~costs~~CONCERN ~~amounted to $Nil for the nine month period ended February 28, 2015~~ (~~February 28, 2014 - $768~~cont’d).

~~Revenue~~The Company has shifted its focus to specializing ~~Recognition~~in mobile applications solutions marketing, and data and telecommunications technology. The Company also develops a series of web-based community portal products as well as a series of off-the-shelf template based websites. The Company’s continuance as a going concern is dependent on the commercialization of more of the Company’s products and the achievement of profitable operations as well as the success of the Company in raising additional long-term financing through debt or equity offerings. In the event that the Company is not successful in these efforts, the assets may not be realized or liabilities discharged at their carrying amounts, and differences from the carrying amounts reported in these consolidated financial statements could be material.

~~The Company~~NOTE ~~recognizes~~3. ~~revenue~~SIGNIFICANT atACCOUNTING the point of passage to the customer of title and risk of loss when there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured.POLICIES

~~Service~~The interim consolidated financial information is ~~revenues~~unaudited. ~~are~~In ~~generally~~the ~~recognized~~opinion atof management, all adjustments necessary to present fairly the ~~time~~consolidated financial position as of August ~~performance.~~31, ~~Revenues~~2015 ~~billed~~and the results of operations, and cash flows presented herein have been included in ~~advance~~the ~~under~~unaudited ~~contracts~~interim consolidated financial statements. All such adjustments are ~~deferred~~of a normal and ~~recognized~~recurring nature. Interim results are not necessarily indicative ~~over~~of ~~the~~results ~~corresponding~~of ~~service~~operations ~~periods~~for the full year.

-Accounting ~~9 -~~Estimates

~~PORTLOGIC~~The preparation of financial statements in conformity ~~SYSTEMS~~with ~~INC~~GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Financial statement items subject to significant judgment include the expected life of equipment, the net realizable value of accounts receivable, the completeness of expense accruals, as well as income taxes and loss contingencies. Actual results may differ from those estimates.

~~NOTES TO~~Cash ~~UNAUDITED~~and ~~INTERIM~~Cash ~~CONSOLIDATED FINANCIAL STATEMENTS~~Equivalents

~~FEBRUARY~~Cash equivalents comprise highly liquid instruments 28with a maturity of three months or less when purchased. As at August 31, 2015, cash equivalents amounted to $Nil (May 31, 2015 - $Nil).

~~(Amounts expressed~~Asset ~~in US Dollars)~~Impairment

~~NOTE~~Long-lived assets are reviewed for impairment whenever 3events or changes in circumstances indicate that the carrying value may not be recoverable. ~~SIGNIFICANT~~An ~~ACCOUNTING~~impairment ~~POLICIES~~loss ~~(cont’d)~~would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows that are expected to result from the use of the asset and its eventual disposition.

~~Foreign Currency~~Advertising ~~Translation~~Costs

~~The Company~~Advertising ~~maintains~~costs ~~its~~are ~~accounting~~expensed ~~records~~as inincurred ~~US dollars, which is its functional~~ and ~~reporting currency. At the transaction date,~~included ~~each~~as ~~asset,~~part ~~liability, revenue and expense denominated in a foreign currency is translated into the functional currency by the use~~ of ~~the~~selling ~~exchange rate in effect at that date. At the period end, monetary assets~~ and ~~liabilities~~administrative ~~denominated in a foreign currency are translated into the functional currency by using the exchange rate in effect at that date~~expenses. ~~The~~ ~~resulting~~Advertising ~~foreign~~costs ~~exchange gains and losses are included in operations. Foreign exchange loss~~ amounted to $Nil for the ~~nine~~three month period ended ~~February~~August 2831, 2015 (~~February~~August 2831, 2014 - ~~loss of~~ $31Nil).

~~Income Taxes~~Revenue Recognition

The Company ~~accounts~~recognizes ~~for~~revenue ~~its~~at ~~income~~the ~~taxes~~point ~~in accordance with ASC 740, “Income Taxes”, which requires recognition~~ of ~~deferred~~passage ~~tax assets and liabilities for future tax consequences attributable~~ to ~~differences between~~ the ~~financial~~customer ~~statement carrying amounts~~ of ~~existing~~title ~~assets~~ and ~~liabilities~~risk and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of aloss ~~change~~when inthere ~~tax rates~~ is ~~recognized in~~persuasive ~~operations~~evidence inof ~~the~~an ~~period~~arrangement, ~~that includes~~ the ~~enactment~~sales ~~date.~~price ~~Deferred~~is ~~tax assets are reduced by a valuation allowance when~~determinable, in ~~the~~and ~~opinion~~collection of ~~management, it is more likely than not that~~ the ~~deferred~~resulting ~~tax~~receivable ~~assets~~is ~~will~~reasonably ~~not be realized~~assured.

~~Earnings~~Service revenues are generally recognized at the ~~(Loss)~~time ~~per~~of ~~Share~~performance. Revenues billed in advance under contracts are deferred and recognized over the corresponding service periods.

The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (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 common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed conversion of the convertible loan into common shares would have an anti-~~dilutive effect.~~9-

~~Comprehensive Income~~PORTLOGIC SYSTEMS INC.

~~The Company~~NOTES ~~has~~TO ~~adopted~~UNAUDITED ~~ASC~~INTERIM ~~220,~~CONSOLIDATED ~~"Comprehensive~~FINANCIAL Income," which establishes standards for reporting and the display of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners or distributions to owners. Among other disclosures, the standard requires that all items that are required to be recognized under the current accounting standards as a component of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income would be displayed in the statement of shareholders' equity and in the balance sheet as a component of shareholders' equity (deficiency). The Company had no other comprehensive income (loss) for the nine month periods ended February 28, 2015 and February 28, 2014. As such, net loss is equivalent to total comprehensive loss. STATEMENTS

~~Financial Instruments~~AUGUST ~~and~~31, ~~Risk Concentrations~~2015

~~The Company’s~~(Amounts ~~financial~~expressed ~~instruments~~in ~~comprise~~US cash and cash equivalents, loan receivables, accounts payable and accrued liabilities, notes payable and convertible loan. Unless otherwise indicated, the fair value of financial assets and financial liabilities approximate their recorded values due to their short-terms to maturity. The Company determines the fair value of its long-term financial instruments based on quoted market values or discounted cash flow analyses.Dollars)

-NOTE 103. -SIGNIFICANT ACCOUNTING POLICIES (cont’d)

~~PORTLOGIC SYSTEMS~~Foreign ~~INC.~~Currency Translation

~~NOTES~~The Company maintains its accounting records in TOUS ~~UNAUDITED~~dollars, ~~INTERIM~~which ~~CONSOLIDATED~~is ~~FINANCIAL~~its ~~STATEMENTS~~functional and reporting currency. At the transaction date, each asset, liability, revenue and expense denominated in a foreign currency is translated into the functional currency by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities denominated in a foreign currency are translated into the functional currency by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations. Foreign exchange loss amounted to $Nil for the three month period ended August 31, 2015 (August 31, 2014 - $Nil).

~~FEBRUARY 28,~~Income ~~2015~~Taxes

~~(Amounts~~The Company accounts for its income taxes in accordance ~~expressed~~with ASC 740, “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in USthe ~~Dollars)~~years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that the deferred tax assets will not be realized.

~~NOTE 3.~~Earnings ~~SIGNIFICANT ACCOUNTING POLICIES~~ (~~cont’d~~Loss) per Share

~~Financial~~The Company reports earnings (loss) per share in ~~Instruments~~accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (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 common shares had been issued and ~~Risk~~if ~~Concentrations~~the additional common shares were dilutive. Diluted earnings (~~cont’d~~loss) per share has not been presented since the effect of the assumed conversion of the convertible loan into common shares would have an anti-dilutive effect.

~~Financial instruments~~Comprehensive that may potentially subject the Company to concentrations of credit risk comprise primarily cash and cash equivalents and accounts receivable. Cash and cash equivalents comprise deposits with major commercial banks and/or checking account balances. With respect to accounts receivable, the Company performs periodic credit evaluations of the financial condition of its customers and typically does not require collateral from them. Allowances are maintained for potential credit losses consistent with the credit risk of specific customers and other information. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or currency risks in respect of its financial instruments.Income

~~Leases~~The Company has adopted ASC 220, "Comprehensive Income," which establishes standards for reporting and the display of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners or distributions to owners. Among other disclosures, the standard requires that all items that are required to be recognized under the current accounting standards as a component of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income would be displayed in the statement of shareholders' equity and in the balance sheet as a component of shareholders' equity (deficiency). The Company had no other comprehensive income (loss) for the three month periods ended August 31, 2015 and August 31, 2014. As such, net loss is equivalent to total comprehensive loss.

~~Leases entered~~Financial ~~into~~Instruments ~~by the Company as a lessee are classified as capital or operating leases. Leases that transfer substantially the entire risks~~ and ~~benefits~~Risk incidental to ownership are classified as capital leases. At the inception of a capital lease, an asset and an obligation are recorded at an amount equal to the lesser of the present value of the minimum lease payments and the asset’s fair market value at the beginning of each lease. Rental payments under operating leases are expensed as incurred.Concentrations

~~Stock~~The Company’s financial instruments comprise cash and cash equivalents, loan receivables, accounts payable and accrued liabilities, notes payable and convertible loan. Unless otherwise indicated, the fair value of financial assets and financial liabilities approximate their recorded values due to their short-~~Based~~terms to maturity. The Company determines the fair value of its long-term financial instruments based on quoted market values ~~Compensation~~or discounted cash flow analyses.

~~The Company has adopted SFAS 123 (Revised), “Share Based Payment,” which requires the Company to measure the cost of employee and non~~-~~employee services received in exchange for an award of equity instruments based on the grant~~10-date fair value of the award. That cost will be recognized over the period during which an employee or a non-employee is required to provide service in exchange for the award-the requisite service period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee and non-employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments.

~~NOTE 4.~~PORTLOGIC ~~FAIR~~SYSTEMS ~~VALUE MEASUREMENTS~~INC.

~~Beginning June~~NOTES 1,TO ~~2008,~~UNAUDITED ~~the~~INTERIM ~~Company~~CONSOLIDATED ~~partially~~FINANCIAL applied accounting standard, “Fair Value Measurements,” codified as ASC 820. The standard defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value, in this context, should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.STATEMENTS

~~In addition~~AUGUST ~~to defining fair value~~31, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:2015

●	Level 1	Quoted prices (unadjusted) in active markets for identical assets or liabilities;
●	Level 2	Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
●	Level 3	Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates.

(Amounts expressed in US Dollars)

-NOTE 113. -SIGNIFICANT ACCOUNTING POLICIES (cont’d)

~~PORTLOGIC SYSTEMS~~Financial ~~INC.~~Instruments and Risk Concentrations (cont’d)

~~NOTES~~Financial instruments that may potentially subject TOthe ~~UNAUDITED~~Company ~~INTERIM~~to ~~CONSOLIDATED~~concentrations ~~FINANCIAL~~of ~~STATEMENTS~~credit risk comprise primarily cash and cash equivalents and accounts receivable. Cash and cash equivalents comprise deposits with major commercial banks and/or checking account balances. With respect to accounts receivable, the Company performs periodic credit evaluations of the financial condition of its customers and typically does not require collateral from them. Allowances are maintained for potential credit losses consistent with the credit risk of specific customers and other information. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or currency risks in respect of its financial instruments.

~~FEBRUARY 28, 2015~~Leases

~~(Amounts~~Leases entered into by the Company as a lessee are ~~expressed~~classified inas UScapital ~~Dollars)~~or operating leases. Leases that transfer substantially the entire risks and benefits incidental to ownership are classified as capital leases. At the inception of a capital lease, an asset and an obligation are recorded at an amount equal to the lesser of the present value of the minimum lease payments and the asset’s fair market value at the beginning of each lease. Rental payments under operating leases are expensed as incurred.

~~NOTE 4.~~Stock-Based ~~FAIR VALUE MEASUREMENTS (cont’d)~~Compensation

Fair Value Measurements Using	Assets/Liabilities
	Level 1		Level 2		Level3		At Fair Value
Asset
Cash and cash equivalents	$	5,071	$	-		-	$	5,071
Loan receivable		-		-	$	7,850	$	7,850
Liability
Short term loans		-		-	$	23,025	$	23,025
New convertible loans		-		-	$	662,936	$	662,936
Shareholder loan		-		-	$	33,435	$	33,435
Other loan		-		-	$	2,550	$	2,550
Convertible loan		-		-	$	7,000	$	7,000

The Company has adopted SFAS 123 (Revised), “Share Based Payment,” which requires the Company to measure the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee or a non-employee is required to provide service in exchange for the award-the requisite service period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee and non-employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments.

NOTE 5 4. ~~ACCOUNTS~~FAIR ~~PAYABLE~~VALUE ~~AND ACCRUED LIABILITIES~~MEASUREMENTS

	February 28, 2015		May 31, 2014
	$		$
Cost of goods sold & Telecom		-		26,953
Audit and review		12,400		14,800
Bookkeeping and accounting		159,112		165,312
Legal		-		-
Consulting		37,000		37,000
IT		48,000		48,000
Other		1,713		6,040
Interest payable		121,898		106,621
		380,123		404,726

Beginning June 1, 2008, the Company partially applied accounting standard, “Fair Value Measurements,” codified as ASC 820. The standard defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value, in this context, should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.

~~NOTE~~In addition to defining fair value, the standard 6expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. ~~SHORT~~The ~~TERM~~hierarchy prioritizes ~~LOANS~~the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

In the year ended May 31, 2014, the Company received short-term loans from two separate parties to help meet cash flow needs for operations. These are short term loans that the Company has already started repaying in installments. The aggregate balance payable on these short term loans is $23,025 as of February 28, 2015 (May 31, 2014 - $23,025).

●	Level 1	Quoted prices (unadjusted) in active markets for identical assets or liabilities;
●	Level 2	Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
●	Level 3	Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates.

~~NOTE 7. ASSIGNMENT AND NEW CONVERTIBLE LOANS~~-11-

~~On December~~PORTLOGIC ~~31,~~SYSTEMS 2013, the Board of Directors approved to amend existing Notes Payable and New Loan to provide for conversion and assignment of outstanding amounts due and owing into shares of the Company’s common stock at $0INC.001 per share. In addition to the loan amounts assigned over, the Company borrowed $45,000 on December 3, 2013. Therefore in aggregate, the total balance payable on this convertible loan is $636,546 as of February 28, 2015 (May 31, 2014 - $636,546).

~~On September~~NOTES 4,TO ~~2014,~~UNAUDITED ~~the~~INTERIM ~~Company~~CONSOLIDATED ~~borrowed~~FINANCIAL $12,390, structured as a convertible loan, from a third party to help meet cash flow needs for operations. On November 20, 2014, a further $4,200 was borrowed. Therefore the total balance payable on this convertible loan is $16,590 as of February 28, 2015.STATEMENTS

-AUGUST 1231, -2015

~~PORTLOGIC~~(Amounts ~~SYSTEMS~~expressed ~~INC.~~in US Dollars)

~~NOTES~~NOTE TO4. ~~UNAUDITED~~FAIR ~~INTERIM~~VALUE ~~CONSOLIDATED~~MEASUREMENTS ~~FINANCIAL STATEMENTS~~(cont’d)

FEBRUARY 28, 2015

Fair Value Measurements Using	Assets/Liabilities
	Level 1		Level 2		Level3		At Fair Value
Asset
Cash and cash equivalents	$	10,074	$	-	$	-	$	10,074
Loan receivable		-		-	$	7,850	$	7,850
Liability
Short term loans		-		-	$	23,025	$	23,025
New convertible loans		-		-	$	620,396	$	620,396
Shareholder loan		-		-	$	36,072	$	36,072
Other loan		-		-	$	2,550	$	2,550
Convertible loan		-		-	$	7,000	$	7,000

~~(Amounts~~NOTE ~~expressed~~5. inACCOUNTS USPAYABLE ~~Dollars)~~AND ACCRUED LIABILITIES

NOTE 7. ASSIGNMENT AND NEW CONVERTIBLE LOANS (cont’d)

	August 31, 2015			May 31, 2015
	$			$
Cost of goods sold & Telecom		-			-
Audit and review		20,500			20,400
Bookkeeping and accounting		14,112			11,612
Legal		-			-
Consulting		37,000			37,000
IT		48,000			48,000
Other		(1,789	)		(2,861	)
Interest payable		127,227			122,469
		245,050			236,620

~~On October~~NOTE ~~16, 2014, the Company borrowed $9,800, structured as a convertible loan, from a different third party to help meet cash flow needs for operations~~6. ~~The~~SHORT ~~total~~TERM ~~balance payable on this convertible loan is $9,800 as of February 28, 2015.~~LOANS

~~Therefore~~In the year ended May 31, 2014, the Company received ~~total~~short-term ~~convertible~~loans from two separate parties to help meet cash flow needs for operations. These are short term loans asthat ofthe ~~February~~Company has ~~28,~~already ~~2015~~started repaying in installments. The aggregate balance payable on these short term loans is $~~662~~23,~~936~~025 as of August 31, 2015 (May 31, ~~2014~~2015 - $~~636~~23,~~546~~025).

NOTE 8 7. ~~SHAREHOLDER~~ASSIGNMENT ~~LOAN~~AND NEW CONVERTIBLE LOANS

~~A shareholder~~On ofOctober 11, 2012, the Company ~~has~~entered ~~advanced~~into ~~amounts~~a convertible toloan ~~the~~agreement ~~Company~~with asBedford ~~required~~International toLtd. ~~help~~for $25,000 which was received on October 4, 2012 to meet cash flow needs for operations. ~~The~~On ~~total balance~~January ~~payable~~12, to2014, the ~~shareholder~~Company asreceived ofnotice ~~February~~that 28this convertible loan was assigned to Haynes Gallo Wealth Management Ltd. by Bedford International. On May 8, 2015, isthe ~~$33,435~~Company ~~(May~~agreed 31to settle the convertible note in full by issuing 1,250,000 ~~2014~~share -of common stock to Haynes Gallo Wealth Management at the conversion rate of $190.02 per share. The common stock was issued on July 15,~~000)~~ 2015.

~~NOTE 9. CONVERTIBLE LOAN~~-12-

~~A convertible~~PORTLOGIC ~~debenture,~~SYSTEMS ~~issued March 11, 2005, was unsecured, matured March 11, 2012 and carried interest at a rate of 10% per annum~~INC. The instrument is convertible at the option of the holder into common shares of the Company at a rate of $0.05 per share, and may be redeemed at any time prior to maturity at the option of the holder, should certain conditions prevail. The holder of the debenture has signed agreements waiving interest accrued from March 11, 2005 through to March 10, 2015. This convertible debenture has not been repaid and is due on March 10, 2016.

~~Interest expense~~NOTES onTO ~~all~~UNAUDITED ~~the~~INTERIM ~~above~~CONSOLIDATED ~~loans~~FINANCIAL of the Company has been calculated to February 28, 2015 and amounted to $15,277 for the nine months ended February 28, 2015 (February 28, 2014 - $23,703) and is included in selling and administrative expense. As at February 28, 2015, accrued interest of $121,898 (May 31, 2014 - $106,621) is included in accounts payable and accrued liabilities. STATEMENTS

~~NOTE 10.~~AUGUST ~~STOCK~~31, TRANSACTIONS *2015

~~Transactions, other~~(Amounts ~~than~~expressed ~~employees’ stock issuance, are~~ in ~~accordance~~US with paragraph 8 of SFAS 123 “Share Based Payment”. Thus issuances shall be accounted for on the fair value of the consideration received. Transactions with employees’ stock issuance are in accordance with paragraphs (16-44Dollars) ~~of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.~~

~~In January~~NOTE ~~2005, the Company issued a total of 17,700,000* shares of common stock to nine individuals for cash in the amount of $0~~7.~~0005 per~~ ~~share~~ASSIGNMENT ~~for~~AND aNEW ~~total~~CONVERTIBLE ofLOANS ~~$2,950.~~(cont’d)

On ~~February~~ 7December 31, ~~2005~~2013, the ~~Company~~Board ~~issued~~of aDirectors ~~total~~approved to ofamend ~~600~~an existing $636,000*546 in Notes Payable and New Loan to provide for conversion and assignment of outstanding amounts due and owing into shares of the Company’s common stock. to$70,000 ~~one~~of ~~individual~~the ~~for~~Notes ~~cash~~Payable inwere ~~the~~loaned ~~amount~~by ofseparate ~~$0.001~~third parties ~~per~~and ~~share~~therefore ~~for~~reclassed. aTherefore, the total balance payable on this convertible loan is restated as $566,546 as of August 31, 2015 (May 31, 2015 - $~~200~~566,546).

On ~~May~~ 26December 3, ~~2005~~2013, the Company ~~issued~~borrowed $45,000, structured as a ~~total~~convertible loan, from KJV Property Group LLC to help meet cash flow needs for operations. On March 26, 2015, $20,000 of 9this loan was assigned to Fenwood Capital LLC. On May 5, 2015, $20,000 of this loan was elected to be converted into 1,000*,000 shares of common stock toat ~~one~~the ~~individual~~conversion ~~for~~rate ~~cash~~of in$0.02 ~~the~~per ~~amount~~share. The common stock was issued on July 15, 2015. As of May 31, 2015, there is a balance remaining of $05,000 payable on this convertible loan.~~001~~ Interest accrued on the $40,000 prior loaned ~~per~~amounts ~~share~~has been written off. On October 16, 2014, the Company borrowed a further $9,800 from KJV Property. On May 1, 2015, the Company entered into a Convertible Drawdown Loan Agreement with KJV Property, in consideration of a drawdown loan up to $100,000 for funds advanced over a ~~total~~term of two years. Interest payable on the principal amount shall accrue at a fixed rate equal to the prime interest rate plus 2%. On June 4, 2015, the Company borrowed $312,460 from the $100,000 available to be drawn down. The total balance payable on this convertible loan is $22,260 as of August 31, 2015.

~~In July~~On ~~2005~~September 4, 2014, the Company ~~issued~~borrowed a$12,390, structured ~~total~~as ofa ~~151~~convertible loan,650,000* ~~shares~~from ofFenwood ~~common~~Capital ~~stock~~LLC to ~~nine~~help ~~individuals~~meet cash flow needs for ~~cash~~operations. inOn ~~the~~November ~~amount~~20, of2014, a further $04,200 was borrowed.~~001~~ On August 18, 2015 a further $10,000 was borrowed as a private placement for 200,000 common shares at $0.05 per share. ~~for~~As aof ~~total~~August 31, 2015, these common shares have not been issued. As of August 31, 2015, the total balance payable on this convertible loan is $5026,~~550~~590.

On ~~September 14~~March 26, ~~2005~~2015, ~~the~~a ~~Company~~convertible ~~issued~~loan afor ~~total~~$20,000 was ofassigned 7to Fenwood Capital by another party. On May 5,~~500~~ 2015,000* ~~shares~~Fenwood ofCapital ~~common~~elected ~~stock~~ to ~~one~~convert ~~director~~the ~~for~~loan ~~cash~~into in1,000,000 shares of common stock at the ~~amount~~conversion rate of $0.~~001~~02 per share. ~~for~~The acommon ~~total~~stock ofwas $2issued on July 15,~~500~~ 2015.

OnInterest ~~October~~expense ~~31,~~on ~~2005,~~all the ~~Company~~above ~~issued~~loans ~~a total~~ of 13,440,000*the ~~shares~~Company ofhas ~~common~~been ~~stock~~corrected inand ~~the~~calculated ~~amount~~to ofAugust ~~$0.025~~31, ~~per~~2015 ~~share~~and ~~for~~amounted ato ~~total of~~ $~~112~~4,~~000,~~758 ~~which~~for the ~~was~~three ~~the~~months ~~fair~~ended ~~value~~August of31, ~~the~~2015 ~~stock~~(August on31, ~~date~~2014 of- ~~issuance~~$5,049) inand ~~consideration~~is ~~for~~included ~~the~~in ~~purchase~~selling ofand ~~source~~administrative ~~code software~~expense. As at AAugust ~~further~~31, 2015, accrued interest of $40127,~~000~~227 in(May ~~cash~~31, ~~was~~2015 ~~also~~- ~~paid~~$122,469) asis ~~consideration~~included ~~for~~in ~~this~~accounts ~~asset~~payable ~~purchase~~and ~~agreement~~accrued liabilities.

-NOTE 138. -DEBT CONVERSION AGREEMENT

~~PORTLOGIC~~On ~~SYSTEMS~~March ~~INC~~30, 2015, the Company entered into a debt conversion agreement with the Chief Executive and Financial Officer whereby $150,000 of Accounts Payable owed by the Company to the officer was converted to 30,000,000 shares of restricted common stock in full satisfaction of the $150,000 amount owed. The restricted common stock was issued on June 22, 2015.

~~NOTES~~NOTE TO9. ~~UNAUDITED~~SHAREHOLDER ~~INTERIM CONSOLIDATED FINANCIAL STATEMENTS~~LOAN

~~FEBRUARY~~A 28shareholder of the Company has advanced amounts to the Company as required to help meet cash flow needs for operations. The total balance payable to the shareholder as of August 31, 2015 is $36,072 (May 31, 2015 - $36,072).

~~(Amounts~~NOTE ~~expressed~~10. inCONVERTIBLE ~~US Dollars)~~LOAN

~~NOTE~~A convertible debenture, issued March 11, 2005, was unsecured, matured March 11, 2012 and carried interest at a rate of 10% per annum. ~~STOCK~~The ~~TRANSACTIONS~~instrument **is ~~(cont’d)~~convertible at the option of the holder into common shares of the Company at a rate of $0.05 per share, and may be redeemed at any time prior to maturity at the option of the holder, should certain conditions prevail. The holder of the debenture has signed agreements waiving interest accrued from March 11, 2005 through to March 10, 2015. This convertible debenture has not been repaid and is due on March 10, 2016.

~~In April 2006, the Company issued a total of 180,000* shares of common stock to three individuals for cash in the amount of $0.025 per share for a total of $1,500.~~-13-

~~In May~~PORTLOGIC ~~2006,~~SYSTEMS ~~the Company issued a total of 1,440,000* shares of common stock to five individuals for cash in the amount of $0~~INC.~~025 per share for a total of $12,000.~~

~~In June~~NOTES ~~2006,~~TO ~~the~~UNAUDITED ~~Company~~INTERIM ~~issued~~CONSOLIDATED aFINANCIAL ~~total of 180,000* shares of common stock to three individuals for cash in the amount of $0.025 per share for a total of $1,500.~~STATEMENTS

~~On July~~AUGUST 2231, ~~2006, the Company issued a total of 60,000* shares of common stock to one individual for cash in the amount of $0.025 per share for a total of $500.~~2015

~~On December~~(Amounts ~~22,~~expressed ~~2006, the Company issued a total of 180,000* shares of common stock to one individual for cash~~ in ~~the~~US ~~amount of $0.025 per share for a total of $1,500.~~Dollars)

~~On February~~NOTE ~~22, 2007, the Company issued a total of 799,998* shares of common stock to one individual for cash in the amount of $0~~11.~~075 per~~ ~~share~~STOCK ~~for~~TRANSACTIONS ~~a total of $20,000.~~*

~~In May~~Transactions, ~~2007~~other than employees’ stock issuance, ~~the~~are ~~Company~~in ~~issued~~accordance awith ~~total~~paragraph 8 of 3,589,998*SFAS ~~shares~~123 of“Share ~~common~~Based ~~stock~~Payment”. toThus ~~three~~issuances ~~individuals~~shall be accounted for ~~cash~~on in the ~~amount~~fair value of $0the consideration received.~~1416~~ Transactions with employees’ stock issuance are in accordance with ~~per~~paragraphs ~~share~~(16-44) of SFAS 123. These issuances shall be accounted for abased ~~total~~on the fair value of ~~$169~~the consideration received or the fair value of the equity instruments issued,~~500~~ or whichever is more readily determinable.

On In January 102005, ~~2008,~~ the Company issued a total of ~~171~~23,~~426~~605* shares of common stock to ~~one~~nine individuals for cash in the amount of $0.~~175~~ 1250 per share for a total of $102,~~000~~950.

On ~~April~~ 11February 7, ~~2012~~2005, the Company issued a total of ~~30,000~~800* shares of common stock to aone ~~director~~individual ~~in return~~ for ~~services.~~cash ~~The~~in ~~market value of shares on~~ the ~~date~~amount of ~~issuance was~~ $0.1625 per share for a total of $200.

On ~~April~~ 11May 26, ~~2012~~2005, the Company issued a total of 3012,000 * shares of common stock to ~~another~~one ~~director~~individual ~~in return~~ for ~~services.~~cash ~~The~~in ~~market value of shares on~~ the ~~date~~amount of ~~issuance was~~ $0.1625 per share for a total of $3,000.

~~As of~~In ~~February~~July 282005, ~~2015,~~ the Company ~~had~~issued ~~206~~a total of 202,~~551,422~~200* shares ~~share~~ of common stock ~~issued~~to ~~and~~nine ~~outstanding~~individuals for cash in the amount of $0.25 per share for a total of $50,550.

* AfterOn ~~giving~~September ~~retroactive~~14, ~~effect~~2005, ofthe ~~2:1~~Company ~~stock~~issued ~~split~~a ~~effective~~total ~~January~~of 2010,000* ~~2010~~shares ~~and 3:1 forward~~ of common stock ~~split~~to ~~effective~~one ~~March 30,~~director ~~2012~~for ~~but~~cash ~~does~~in ~~not~~the ~~reflect~~amount ~~the~~of ~~1:750~~$0.25 ~~reverse~~per ~~common~~share ~~stock~~for ~~split~~a ~~effective~~total ~~March~~of 16$2, ~~2015~~500.

~~NOTE~~On October 31, 2005, the Company issued a total 11of 17,920* shares of common stock in the amount of $6.25 ~~STOCKHOLDERS’~~per ~~DEFICIENCY~~share for a total of $112,000, which was the fair value of the stock on date of issuance, in consideration for the purchase of source code software. A further $40,000 in cash was also paid as consideration for this asset purchase agreement.

~~The stockholders'~~In ~~deficiency~~April ~~section~~2006, of the Company ~~contains~~issued ~~the~~a ~~following~~total ~~classes~~of 240* shares of ~~capital~~common stock asto three individuals for cash in the amount of ~~February~~$6.25 ~~28,~~per ~~2015~~share ~~and~~for ~~May 31,~~a ~~2014:~~total *of $1,500.

~~Preferred stock:~~In ~~$0.001~~May ~~par~~2006, ~~value:~~the Company issued a total of 1,~~000,000~~ 920* shares ~~authorized~~of ~~and~~common 0stock ~~shares~~to ~~issued~~five ~~and~~individuals ~~outstanding~~for cash in the amount of $6.25 per share for a total of $12,000.

~~Common stock~~In June 2006, ~~$0.001~~the ~~par~~Company ~~value;~~issued ~~225,000,000~~a total of 250* shares ~~authorized~~of ~~and~~common 206,551,422*stock ~~shares~~to ~~issued~~three ~~and~~individuals ~~outstanding~~for cash in the amount of $6.00 per share for a total of $1,500.

* AfterOn ~~giving~~July ~~retroactive~~22, ~~effect~~2006, ofthe ~~2:1~~Company ~~stock~~issued ~~split~~a ~~effective~~total ~~January~~of 82* ~~20,~~shares ~~2010~~of ~~and 3:1 forward~~ common stock ~~split~~to ~~effective~~one ~~March 30,~~individual ~~2012~~for ~~but~~cash ~~does~~in ~~not reflect~~ the ~~1:750~~amount ~~reverse~~of ~~common~~$6.09 ~~stock~~per ~~split~~share ~~effective~~for ~~March~~a ~~16,~~total ~~2015~~of $500.

-On 14December -22, 2006, the Company issued a total of 250* shares of common stock to one individual for cash in the amount of $6.00 per share for a total of $1,500.

~~PORTLOGIC~~On ~~SYSTEMS~~February ~~INC~~22, 2007, the Company issued a total of 1,068* shares of common stock to one individual for cash in the amount of $18.72 per share for a total of $20,000.

~~NOTES~~In TOMay ~~UNAUDITED~~2007, ~~INTERIM~~the ~~CONSOLIDATED~~Company ~~FINANCIAL~~issued ~~STATEMENTS~~a total of 5,138* shares of common stock to three individuals for cash in the amount of $32.99 per share for a total of $169,500.

~~FEBRUARY~~On 28January 10, ~~2015~~2008, the Company issued a total of 231* shares of common stock to one individuals for cash in the amount of $43.29 per share for a total of $10,000.

~~(Amounts~~On ~~expressed~~April 11, 2012, the Company issued a total of 40* shares of common stock to a director in USreturn ~~Dollars)~~for services. The market value of shares on the date of issuance was $120.00 per share.

~~NOTE 12. COMMITMENTS AND RELATED PARTY TRANSACTIONS~~-14-

a)PORTLOGIC OnSYSTEMS ~~June 25, 2008, the Company advanced $9,807 to UOMO Media Inc~~INC. (“UOMO”). The director of the Company is also a director of UOMO. This advance was paid back to the Company on February 19, 2010. In April and May 2010, the Company advanced a total amount of $13,500 as a temporary loan again. In June 2010, a further $1,600 was advanced totaling the temporary loan to $15,100. In August 2011, a payment of $1,624 was applied against this loan. On September 11, 2011, a payment of $490 was applied against this loan. In December 2011, payments of $4,043 were further applied against this loan. On October 1, 2012, $1,094 was repaid. As at February 28, 2015, $7,850 remains receivable from UOMO (May 31, 2014 – $7,850).

b)NOTES OnTO ~~May~~UNAUDITED 1,INTERIM ~~2007,~~CONSOLIDATED anFINANCIAL independent contractor agreement was entered into under which compensation of $3,000 per month was to be paid to perform services as an officer to October 31, 2007. New agreements have been entered into with this contractor from November 1, 2007 to October 31, 2008 at $3,000 per month. The agreement was continued on a month-to-month basis. On June 30, 2012, the Company entered into a new agreement with the independent contractor under which compensation of $3,000 per month would be paid from July 1, 2012 to November 30, 2012. Then compensation of $10,000 per month would be paid from December 1, 2012 through to June 30, 2014. The officer has waived the compensation for the final month of the term. Until the Company begins earning profits, the officer will accrue $1,200 per quarter to provide services. Therefore the related service fee for the nine months ended February 28, 2015 amounted to $3,600 (February 28, 2014 - $90,000).STATEMENTS

c)AUGUST ~~On March 10~~31, 2014, a former officer issued a promissory note to the Company, in consideration of a loan of $150,000 for funds advanced, over a term of two years. Proceeds from any repayment of the promissory note will be credited against start-up costs of our telecommunications operations.2015

~~NOTE 13.~~(Amounts ~~SUBSEQUENT~~expressed ~~EVENTS~~in US Dollars)

~~On March~~NOTE ~~16, 2015, the Company effected a common stock reverse split 1:750~~11. ~~The~~STOCK ~~principal~~TRANSACTIONS ~~effect~~* of the reverse stock split will be that each 750 shares of common stock issued and outstanding will automatically be combined into and become one new share of common stock. In lieu of issuing fractional shares, the Company will round up each fractional share to the nearest whole post-split share. The reverse stock split will not change the terms of the Company(cont’s common stock. After the reverse stock split, the par value of common stock will remain unchanged at $0.001 per share and shares of common stock will have the same voting and dividend rights and will be identical in all other respects to the common stock currently authorized. Each stockholder’s percentage ownership of the new common stock will not be altered except for the effect of eliminating fractional shares.d)

On ~~March~~ 30April 11, ~~2015~~2012, the Company ~~entered~~issued ~~into~~ a ~~Debt~~total ~~Conversion~~of 40* ~~Agreement~~shares ~~with~~of ~~the~~common ~~Chief~~stock ~~Executive~~to ~~Officer~~another ~~whereby~~director ~~$150,000~~in ofreturn ~~Accounts Payable~~for ~~owed~~services. byThe ~~the~~market ~~Company~~value toof ~~the~~shares ~~officer~~on ~~was~~the ~~converted~~date toof ~~30,000,000~~issuance ~~restricted~~was $120.00 ~~common~~per ~~stock of the Company~~share.

-On 15June -22, 2015, pursuant to the Debt Conversion Agreement dated March 30, 2015, the Company issued 30,000,000 shares of restricted common stock to an officer of the Company in full satisfaction of $150,000 of Accounts Payable owed to the officer for past services.

~~Item~~On 2.July ~~Management's~~15, ~~Discussion~~2015, ~~and~~pursuant ~~Analysis~~to the Conversion Notice dated May 5, 2015, the Company issued 1,000,000 shares of ~~Financial~~common ~~Condition~~stock ~~and~~to ~~Results~~Fenwood Capital LLC in the amount of ~~Operations~~$0.02 per share for a total of $20,000.

~~INTRODUCTION~~On July 15, 2015, pursuant to the Conversion Notice dated May 5, 2015, the Company issued 1,000,000 shares of common stock to KJV Property Group LLC in the amount of $0.02 per share for a total of $20,000.

~~The~~On ~~following~~July ~~management~~15, ~~discussion~~2015, ~~and analysis~~pursuant ~~compares~~to ~~our results of operations for~~ the ~~nine~~Conversion ~~months~~Notice dated ~~ended~~May ~~February 28~~8, 2015, to the ~~same~~Company ~~period~~issued in1,250,000 ~~2014. This~~shares ~~management discussion~~of ~~and~~common ~~analysis~~stock ~~should~~to beHaynes ~~read~~Gallo inWealth ~~conjunction~~Management ~~with~~Ltd ~~our~~in ~~unaudited interim consolidated financial statements and~~ the ~~related~~amount of ~~notes~~$0.02 ~~thereto~~per ~~included~~share ~~elsewhere in this quarterly report~~ for ~~the~~a ~~nine~~total ~~months~~of ~~ended February 28~~$25, ~~2015~~000.

~~CAUTIONARY~~As ~~STATEMENT~~of ~~REGARDING~~August ~~FORWARD-LOOKING~~31, ~~STATEMENTS~~2015, the Company had 33,525,784* share of common stock issued and outstanding.

~~This~~* ~~quarterly~~After ~~report~~giving onretroactive ~~Form~~effect 10-Q contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in this report and other reports we file with the U.S. Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of ~~the~~1:750 ~~date~~reverse oncommon ~~which~~stock ~~the statements are made. We do not intend to update any of the forward-looking statements~~split ~~after~~effective ~~the~~March ~~date of this report to conform these statements to actual results or to changes in our expectations~~16, ~~except as required by law.~~2015

~~OVERVIEW~~NOTE 12. STOCKHOLDERS’ DEFICIENCY

WeThe ~~incorporated~~stockholders' ondeficiency ~~June~~section ~~22, 2004 as Portlogic Systems Inc. under the laws~~ of the ~~State of Nevada. On June 5, 2008, the~~ Company ~~filed a Form S-1 Registration Statement under~~ contains the ~~United~~following ~~States~~classes ~~Securities Act~~ of ~~1933.~~capital Itstock ~~became~~as ~~effective June 24, 2008. We have a financial year end~~ of ~~May~~August 31., 2015:

WePreferred ~~offer~~stock: ~~enterprise~~$0.001 ~~mobile~~par ~~marketing~~value: ~~applications solutions~~1,000,000 ~~kiosk~~shares authorized ~~hardware~~ and ~~software~~0 ~~products.~~shares ~~Our~~issued 6and ~~divisions are as follows:~~outstanding.

1.Common ~~m2Meet: A community networking software solution~~stock, $0.001 ~~Currently~~par ~~being~~value; ~~developed~~225,000,000 ~~from~~shares ~~our~~authorized ~~proprietary web based source code. Internet~~ and ~~mobile~~33,525,784* ~~users~~shares ~~with~~issued ~~similar interests will use m2Meet to socially network~~ and ~~connect using location based technology such as GPS~~outstanding.

2.The ~~m2Bank:~~stockholders' ~~(Mobile~~deficiency tosection ~~Bank)~~of isthe aCompany contains ~~financial~~the ~~transactions~~following ~~system~~classes ~~that~~of ~~facilitates~~capital ~~bill~~stock ~~payments,~~as ~~money~~of ~~transfers~~May 31, ~~and account management.~~2015:

3.Preferred ~~m2Market~~stock: ~~Mobile~~$0.001 ~~marketing~~par ~~solutions~~value: ~~including~~1,000,000 ashares authorized ~~Bluetooth~~and ~~push~~0 ~~technology~~shares ~~that~~issued isand ~~used to deliver marketing materials to mobile phones~~outstanding.

4Common stock, $0.001 ~~m2Ticket:~~par ~~Mobile~~value; ~~ticketing~~225,000,000 ~~sales~~shares ~~engine~~authorized ~~which manages the sale~~ and ~~delivery~~275,784* ofshares ~~tickets~~issued ~~through mobile phones for the transportation~~ and ~~entertainment industry~~outstanding.

5.* ~~m2Kiosk:~~After Agiving ~~line~~retroactive effect of ~~standard~~2:1 ~~and~~stock ~~custom~~split effective ~~kiosks~~January ~~hardware~~20, 2010 and ~~software~~3:1 ~~which~~forward ~~integrates~~common ~~with~~stock ~~mobile~~split ~~phone~~effective ~~applications~~March in30, 2012 and the ~~marketing,~~1:750 ~~financial,~~reverse ~~and~~common ~~ticketing~~stock ~~industries~~split effective March 16, 2015.

6NOTE 13. ~~m2Workflow:~~COMMITMENTS ~~Customer~~AND ~~relations~~RELATED ~~management~~PARTY ~~(CRM) on mobile phones for service industries.~~TRANSACTIONS

~~Due~~a) On June 25, 2008, the Company advanced $9,807 to UOMO Media Inc. (“UOMO”). The director of the ~~cost~~Company is also a director of ~~developing~~UOMO. ~~the~~This ~~technology~~ advance was paid back to ~~offer~~the ~~such~~Company ~~products~~on weFebruary ~~have~~19, ~~decided~~2010. toIn ~~offer~~April ~~many~~and ofMay ~~our~~2010, ~~products~~the byCompany ~~bundling~~advanced ~~technology~~a ~~from~~total ~~third~~amount ~~party~~of ~~suppliers.~~$13,500 ~~Agreements can~~as ~~include~~a ~~but~~temporary ~~are~~loan ~~not~~again. ~~limited~~In toJune ~~licensing~~2010, ~~agreements~~a further $1,600 ~~reseller~~was ~~agreements~~advanced totaling the temporary loan to $15,100. ~~partnership~~In ~~agreements~~August 2011, ~~memoranda~~a payment of ~~understanding~~$1, ~~and~~624 ~~software~~was ~~development~~applied ~~agreements~~against this loan. WeOn ~~have~~September ~~also~~11, ~~developed~~2011, a ~~product~~payment ~~that~~of we$490 ~~license~~was toapplied ~~our~~against ~~customers~~this toloan. ~~enable~~In ~~them~~December to2011, ~~operate their~~payments ~~own~~of ~~online~~$4,043 ~~social~~were ~~networking~~further ~~portal~~applied ~~without~~against ~~requiring~~this ~~any~~loan. ~~technical~~On ~~programming~~October or1, ~~website~~2012, ~~design~~$1,094 ~~skills~~was repaid. As at August 31, 2015, $7,850 remains receivable from UOMO (May 31, 2015 – $7,850).

~~On June 18, 2012, we incorporated a wholly~~-~~owned subsidiary, VOIP 1, Inc. under the laws of the State of Nevada. VOIP 1, Inc. specializes in data and voice telecommunications technologies. VOIP 1 began earning revenues in September 2012.~~15-

OnPORTLOGIC ~~September~~SYSTEMS 16, 2009, we incorporated a wholly-owned subsidiary, Sunlogic Energy Corporation in Panama City, Republic of Panama for the purpose of looking at solar and alternative green energy software and productsINC. ~~To date, our subsidiary has not had any operations.~~

-NOTES 16TO -UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~CRITICAL~~AUGUST ~~ACCOUNTING~~31, ~~POLICIES~~2015

Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our unaudited interim consolidated financial statements, which have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required in accordance with United States Generally Accepted Accounting Principles (~~“GAAP”) for~~Amounts ~~complete~~expressed ~~financial statements. The unaudited interim consolidated financial statements should be read~~ in ~~conjunction~~US ~~with the Form 10-K for the year ended May 31, 2014.~~Dollars)

~~The~~NOTE preparation of these unaudited interim consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities13. OnCOMMITMENTS anAND ~~on-going~~RELATED ~~basis,~~PARTY weTRANSACTIONS evaluate our estimates, including those related to the reported amounts of revenues and expenses, bad debt, investments, intangible assets, income taxes, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions. We consider the following accounting policies to be critical because the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change or because the impact of the estimates and assumptions on financial condition or operating performance is material.(cont’d)

~~CASH~~b) ~~AND~~On ~~CASH~~May ~~EQUIVALENTS~~1, 2007, an independent contractor agreement was entered into under which compensation of $3,000 per month was to be paid to perform services as an officer to October 31, 2007. New agreements have been entered into with this contractor from November 1, 2007 to October 31, 2008 at $3,000 per month. The agreement was continued on a month-to-month basis. On June 30, 2012, the Company entered into a new agreement with the independent contractor under which compensation of $3,000 per month would be paid from July 1, 2012 to November 30, 2012. Then compensation of $10,000 per month would be paid from December 1, 2012 through to June 30, 2014. The officer has waived compensation for the final month of the term. On March 30, 2015, the Company entered into a debt conversion agreement with the officer whereby $150,000 of Accounts Payable owed by the Company to the officer for past services was converted to 30,000,000 shares of restricted common stock. Until the Company begins earning profits, the officer will accrue $2,500 per quarter to provide services. Therefore, the related service fee for the three months ended August 31, 2015 amounted to $2,500 (August 31, 2014 - $1,200).

~~Our~~c) ~~cash~~On ~~equivalents~~March ~~comprise~~10, ~~highly~~2014, ~~liquid instruments~~a ~~with~~former officer issued a ~~maturity~~promissory ofnote ~~three~~to ~~months~~the orCompany, ~~less~~in ~~when~~consideration ~~purchased.~~of Asa atloan ~~February~~of 28$150,000 ~~2015~~for funds advanced, ~~cash~~over ~~equivalents~~a ~~amounted~~term toof ~~$Nil (May~~two ~~31,~~years. ~~2014~~Proceeds from any repayment of the promissory note will be credited against start-up costs of our telecommunications operations. As of August 31, 2015, $~~Nil)~~150,000 remains payable by the former officer.

~~REVENUE~~NOTE ~~RECOGNITION~~14. SUBSEQUENT EVENTS

WeThe ~~recognize~~Company ~~revenue~~evaluated atall ~~the~~events ~~point~~or ~~of passage~~transactions tothat ~~the~~occurred ~~customer~~after ofAugust ~~title~~31, ~~and~~2015 ~~risk~~up ofthrough ~~loss~~the ~~when~~date ~~there~~these isfinancial ~~persuasive~~statements ~~evidence~~were ofavailable anfor ~~arrangement,~~issuance. ~~the~~During ~~sales~~this ~~price is determinable~~period, ~~and~~the ~~collection~~Company ofdid ~~the~~not ~~resulting~~have ~~receivable~~any isother ~~reasonably~~material ~~assured~~recognizable subsequent events.

~~We recognize service revenues at the time of performance. Revenues billed in advance under contracts are deferred and recognized over the corresponding service periods.~~-16-

~~FOREIGN~~Item ~~CURRENCY~~2. ~~TRANSLATION~~Management's Discussion and Analysis of Financial Condition and Results of Operations

We maintain our accounting records in US dollars, which is our functional and reporting currency. At the transaction date, each asset, liability, revenue and expense denominated in a foreign currency is translated into the functional currency by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities denominated in a foreign currency are translated into the functional currency by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations. Foreign exchange loss amounted to $Nil for the nine month period ended February 28, 2015 (February 28, 2014 - loss of $31).INTRODUCTION

-The 17following -management discussion and analysis compares our results of operations for the three months ended August 31, 2015 to the same period in 2014. This management discussion and analysis should be read in conjunction with our unaudited interim consolidated financial statements and the related notes thereto included elsewhere in this quarterly report for the three months ended August 31, 2015.

~~RESULTS~~CAUTIONARY OFSTATEMENT ~~OPERATIONS~~REGARDING FORWARD-LOOKING STATEMENTS

~~COMPARISON~~This OFquarterly ~~RESULTS~~report ~~FOR~~on ~~THE~~Form ~~NINE~~10-Q ~~MONTHS~~contains ~~ENDED~~forward-looking statements ~~FEBRUARY~~that 28involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, ~~2015~~including the ~~AND~~risks ~~FEBRUARY~~described 28in this report and other reports we file with the U.S. Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to ~~2014~~events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.

~~REVENUE~~OVERVIEW

~~For~~We ~~the~~incorporated ~~nine~~on ~~months~~June ~~ended~~22, ~~February~~2004 ~~28,~~as ~~2015,~~Portlogic Systems weInc. ~~recognized~~under ~~$122,768~~the inlaws ~~revenue~~of ~~from~~the ~~our~~State ~~Voip~~of 1Nevada. ~~telecommunications~~On ~~operations.~~June ~~For~~5, 2008, the ~~nine~~Company ~~months~~filed ~~ended~~a ~~February~~Form ~~28,~~S-1 ~~2014,~~Registration weStatement under the United ~~recognized~~States ~~$639,881~~Securities inAct ~~revenue~~of 1933. WeIt ~~have~~became ~~not~~effective ~~yet~~June ~~begun~~24, to2008. ~~generate~~We ~~revenues~~have ~~from~~a ~~our~~financial ~~mobile~~year ~~marketing~~end ~~offerings~~of May 31.

~~COST~~We OFoffer ~~GOODS~~enterprise ~~SOLD~~mobile marketing applications solutions, kiosk hardware and software products. Our 6 divisions are as follows:

We1. ~~incurred~~m2Meet: ~~$106,946~~A incommunity ~~cost~~networking ofsoftware ~~goods sold~~solution. ~~against~~Currently being developed from our ~~telecommunications~~proprietary ~~operations~~web ~~for~~based ~~the~~source ~~nine~~code. ~~months~~Internet ~~ended~~and ~~February~~mobile ~~28,~~users ~~2015.~~with Wesimilar ~~incurred~~interests ~~$642,758~~will inuse ~~cost~~m2Meet ofto ~~goods sold~~socially ~~for~~network ~~the~~and ~~nine~~connect ~~months~~using ~~ended~~location ~~February~~based ~~28,~~technology ~~2014~~such as GPS.

~~EXPENSES~~2. m2Bank: (Mobile to Bank) is a financial transactions system that facilitates bill payments, money transfers, and account management.

~~During the nine months ended February 28, 2015, we incurred total expenses of $42,423 comprised of selling and administrative expense~~3. ~~During~~m2Market: ~~the~~Mobile ~~nine~~marketing ~~months~~solutions ~~ended~~including ~~February~~a ~~28, 2014,~~Bluetooth wepush ~~incurred~~technology ~~total~~that ~~expenses~~is ofused ~~$140,238 comprised of selling and administrative expense of $139,973 and depreciation of $265. Higher expenses for the nine month period ended February 28, 2014 resulted almost entirely~~ to ~~the~~deliver ~~higher~~marketing ~~accounting~~materials ~~expense of $90,000 vs. $3,600 in the nine month period ended February 28, 2015 due~~ to ~~the~~mobile ~~end of the Chief Financial Officer’s consulting agreement~~phones. As well, interest expense was higher in the prior nine month period ended February 28, 2014 coming in at $23,703 vs. $15,277 due to refinancing of loans in the current nine month period ended February 28, 2015.

~~NET~~4. ~~INCOME/LOSS~~m2Ticket: Mobile ticketing sales engine which manages the sale and delivery of tickets through mobile phones for the transportation and entertainment industry.

~~During~~5. ~~the~~m2Kiosk: ~~nine~~A ~~months~~line ~~ended~~of ~~February 28,~~standard ~~2015,~~and wecustom ~~incurred~~kiosks ~~net~~hardware ~~loss~~and ofsoftware ~~$10,257~~which ~~compared~~integrates with amobile ~~net~~phone ~~loss~~applications ofin ~~$95,756 for~~ the ~~nine months ended February 28~~marketing, ~~2014. The combination of higher net profit from our telecommunications operations~~financial, ~~even with decreased activity,~~ and ~~much~~ticketing ~~lower accounting expense in the current period ended February 28, 2015 vs~~industries. ~~the prior period resulted in the lower net loss in the current period.~~

~~LIQUIDITY~~6. ~~AND~~m2Workflow: ~~CAPITAL~~Customer ~~RESOURCES~~relations management (CRM) on mobile phones for service industries.

AsDue ~~part~~to ofthe ~~our~~cost ~~expansion~~ of ~~operations,~~developing onthe technology to ~~June~~offer ~~18,~~such ~~2012,~~products we ~~incorporated~~have adecided ~~wholly-owned~~to ~~subsidiary,~~offer ~~VOIP~~many 1,of ~~Inc~~our products by bundling technology from third party suppliers. ~~VOIP~~Agreements can 1include but are not limited to licensing agreements, ~~Inc.~~reseller ~~specializes~~agreements, inpartnership ~~data~~agreements, ~~and~~memoranda ~~voice~~of ~~telecommunications~~understanding, ~~technologies~~and software development agreements. ~~Because~~We ofhave ~~the~~also ~~success~~developed wea ~~have~~product ~~had~~that ~~with~~we license to our ~~operations,~~customers weto ~~have~~enable ~~been~~them ~~focusing~~to onoperate their ~~this~~own ~~business~~online ~~line~~social asnetworking ~~our~~portal ~~main~~without ~~operations~~requiring any technical programming or website design skills.

WeOn ~~have~~June ~~begun to have an adequate source of reliable~~18, ~~long-term revenue to fund operations. However~~2012, we ~~have~~incorporated noa ~~significant assets or financial resources. The amount of working~~wholly-owned ~~capital~~subsidiary, ~~that~~VOIP ~~we will require depends on several factors~~1, ~~including~~Inc. ~~without~~under ~~limitation,~~ the ~~extent~~laws ~~and timing~~ of ~~sales~~the State of ~~our~~Nevada. ~~products and~~VOIP ~~related services~~1, ~~future~~Inc. ~~costs~~specializes ofin ~~development,~~data ~~the timing~~ and ~~costs~~voice ~~associated~~telecommunications technologies. ~~with~~VOIP ~~the~~1 ~~expansion~~began ofearning ~~our~~revenues ~~customer~~in ~~support~~September ~~capabilities, and our operating results~~2012.

AsOn ofSeptember ~~February 28~~16, ~~2015~~2009, we ~~had~~incorporated ~~cash~~a ~~and~~wholly-owned ~~cash~~subsidiary, ~~equivalents~~Sunlogic ofEnergy $5Corporation in Panama City,~~071.~~ WeRepublic ~~had~~of ~~total~~Panama ~~current~~for ~~assets~~the purpose of ~~$67~~looking at solar and alternative green energy software and products. To date,~~388~~ our subsidiary has not had any operations.

WeIn ~~anticipate~~August ~~that we will require $350~~2015,~~000 in~~ ~~total, over the next three months, to adequately fund the growth of our operations. We need to be assured that~~ we ~~have~~started ~~strong presentation~~developing ~~support,~~a anhigh ~~organized implementation strategy and ongoing technical support. As we sign more clients and technology~~definition ~~partners~~video ~~with~~server ~~proven large scale application experience, we will begin to hire project managers and begin marketing our solutions to even more targeted potential clients~~platform.

Any additional cash revenues that we generate from our operations will ease the burden on our cash and enable us to finance operations beyond the next three months. If we generate no cash revenues other than the $5,071 that we had available as of February 28, 2015, we will need to raise additional funds during the next three months. Potential sources of such working capital could include senior debt facilities, new lines of credit, bank financings or additional sales of our securities. If we raise funds through the sale of our securities, the common stock currently outstanding would be diluted. There is a risk that such additional financing may not be available, or may not be available on acceptable terms, and the inability to obtain additional financing or generate sufficient cash from operations could require us to reduce or eliminate expenditures for capital equipment, production, or marketing of our products, or otherwise curtail or discontinue our operations, which could have a material adverse effect on our business, financial condition and results of operations. -17-

-CRITICAL 18ACCOUNTING -POLICIES

~~Our~~Management's ~~unaudited~~Discussion and Analysis of Financial Condition and Results of Operations is based upon our unaudited interim consolidated financial statements, which have been prepared in onaccordance awith ~~continuing~~Securities ~~operation~~and ~~basis~~Exchange Commission requirements for interim financial statements. Therefore, ~~which~~ ~~contemplates~~they ~~the~~do ~~realization~~not include all of ~~assets~~the information and ~~the~~footnotes ~~settlement~~required ofin ~~liabilities~~accordance ~~and~~with ~~commitments~~United States Generally Accepted Accounting Principles (“GAAP”) for complete financial statements. The unaudited interim consolidated financial statements should be read in conjunction with the ~~normal~~Form ~~course~~10-K offor ~~business~~the year ended May 31, 2015.

AsThe preparation of ~~February~~these ~~28,~~unaudited ~~2015,~~interim ~~our~~consolidated financial ~~total~~statements requires us to make estimates and judgments that affect the reported amounts of assets, ~~were~~liabilities, revenue ~~$67~~and expenses,~~388,~~ ~~our~~and ~~total~~related disclosure of contingent assets and liabilities. ~~were~~On $1an on-going basis,~~109~~ we evaluate our estimates,~~069~~ including those related to the reported amounts of revenues and ~~stockholders’~~expenses, ~~deficiency~~bad ~~was~~debt, $1investments,~~041~~ intangible assets,~~681~~ income taxes, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions. We consider the following accounting policies to be critical because the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change or because the impact of the estimates and assumptions on financial condition or operating performance is material.

~~SUBSEQUENT~~CASH ~~EVENTS~~AND CASH EQUIVALENTS

OnOur ~~March~~cash ~~16,~~equivalents ~~2015,~~comprise wehighly liquid instruments ~~effected~~with a ~~common~~maturity ~~stock reverse split 1:750. The principal effect~~ of ~~the~~three ~~reverse~~months ~~stock~~or ~~split~~less ~~will~~when ~~be that each 750 shares of common stock issued and outstanding will automatically be combined into and become one new share of common stock~~purchased. InAs ~~lieu~~at ofAugust ~~issuing~~31, ~~fractional shares~~2015, wecash ~~will~~equivalents ~~round~~amounted ~~up each fractional share~~ to ~~the~~$Nil ~~nearest~~(May ~~whole~~31, ~~post~~2015 -~~split~~ ~~share. The reverse stock split will not change the terms of our common stock. After the reverse stock split, the par value of our common stock will remain unchanged at~~ $0Nil).001 per share and shares of common stock will have the same voting and dividend rights and will be identical in all other respects to the common stock currently authorized. Each stockholder’s percentage ownership of the new common stock will not be altered except for the effect of eliminating fractional shares.

OnREVENUE March 30, 2015, we entered into a Debt Conversion Agreement with the Chief Executive Officer whereby $150,000 of Accounts Payable owed by us to the officer was converted to 30,000,000 restricted common stock of the Company.RECOGNITION

~~OFF-BALANCE~~We ~~SHEET~~recognize ~~TRANSACTION~~revenue at the point of passage to the customer of title and risk of loss when there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured.

We ~~currently~~recognize ~~have~~service norevenues ~~off-balance~~at ~~sheet~~the ~~arrangements that~~time ~~have~~of orperformance. Revenues ~~are~~billed ~~reasonably likely to have a current or future material effect on our financial condition, changes~~ in ~~financial condition,~~advance ~~revenues~~under orcontracts ~~expenses,~~are ~~results~~deferred ofand ~~operations,~~recognized ~~liquidity,~~over ~~capital~~the ~~expenditures~~corresponding orservice ~~capital resources~~periods.

~~Item~~FOREIGN 3.CURRENCY ~~Quantitative and Qualitative Disclosures About Market Risk~~TRANSLATION

~~Smaller~~We maintain our accounting records in US dollars, which is our functional and reporting ~~companies~~currency. ~~are~~At ~~not~~the ~~required~~transaction todate, ~~provide~~each asset, liability, revenue and expense denominated in a foreign currency is translated into the ~~information~~functional currency by the use of the exchange rate ~~required~~in effect at that date. At the period end, monetary assets and liabilities denominated in a foreign currency are translated into the functional currency by ~~this~~using ~~Item~~the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations. Foreign exchange loss amounted to $Nil for the three month period ended August 31, 2015 (August 31, 2014 - $Nil).

~~Item 4T. Controls and Procedures.~~-18-

~~Evaluation~~RESULTS ofOF ~~Disclosure Controls and Procedures~~OPERATIONS

~~Our~~COMPARISON ~~management~~OF ~~evaluated,~~RESULTS ~~with~~FOR ~~the~~THE ~~participation of~~THREE ~~our~~MONTHS ~~Chief~~ENDED ~~Executive~~AUGUST ~~Officer and our Chief Financial Officer~~31, ~~the~~2015 ~~effectiveness of our disclosure controls and procedures (as~~AND ~~defined~~AUGUST ~~in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934~~31, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures can be relied upon to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting. Management's assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met.2014

~~- 19 -~~REVENUE

~~Management’s~~For ~~Report~~the onthree ~~Internal~~months ~~Control~~ended ~~Over~~August ~~Financial~~31, 2014, we recognized ~~Reporting~~$122,768 in revenue from our Voip 1 telecommunications operations. For the three months ended August 31, 2015, we recognized $Nil in revenue. We have not yet begun to generate revenues from our mobile marketing offerings or our high definition video server platform.

~~Our~~COST ~~management~~OF isGOODS responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. We have assessed the effectiveness of those internal controls as of February 28, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.SOLD

~~Because~~We ofincurred ~~inherent limitations~~$106,946 ~~internal~~in ~~control over~~cost ~~financial reporting may not prevent or detect misstatements. Projections~~ of ~~any~~goods ~~evaluation~~sold ~~of effectiveness to future periods~~against ~~are~~our ~~subject~~telecommunications tooperations for the ~~risk~~three ~~that~~months ~~controls~~ended ~~may~~August ~~become~~31, ~~inadequate~~2014. ~~because~~We ofincurred ~~changes~~$Nil in ~~conditions,~~cost orof ~~that~~goods ~~the~~sold ~~degree~~for ofthe ~~compliance~~three ~~with~~months ~~the~~ended ~~policies~~August ~~and procedures may deteriorate. All internal control systems~~31, ~~no matter how well designed, have inherent limitations~~2015. ~~Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement~~

~~preparation and presentation.~~EXPENSES

ADuring ~~material~~the ~~weakness~~three inmonths ~~internal~~ended ~~controls~~August ~~is a deficiency in internal control~~31, ~~or combination of control deficiencies~~2015, ~~that adversely affects a company's ability to initiate,~~we ~~authorize,~~incurred ~~record,~~total ~~process,~~expenses ~~or report external financial data reliably in accordance with accounting principles generally accepted in the United States~~ of ~~America~~$21,972 ~~such~~comprised ~~that there is more than a remote likelihood that a material misstatement~~ of ~~the~~selling ~~company's annual~~and oradministrative ~~interim financial statements that is more than inconsequential will not be prevented or detected~~expense. InDuring the ~~course~~three ofmonths ~~making our~~ended ~~assessment~~August ~~of the effectiveness of internal controls over financial reporting~~31, 2014, we ~~identified~~incurred atotal ~~material~~expenses ~~weakness~~of in$12,015 ~~our~~comprised ~~internal control over financial reporting. This material weakness consisted~~ of ~~inadequate~~selling ~~staffing~~and ~~within~~administrative ~~the accounting operations of our Company~~expense. ~~The~~Higher ~~small~~expenses ~~number of employees who are responsible~~ for ~~accounting~~the ~~functions~~three ~~prevents~~month ~~us from segregating duties within~~period ~~our~~ended ~~internal~~August ~~control~~31, ~~system.~~2015 ~~The~~resulted ~~inadequate~~entirely ~~segregation of duties is a weakness because it could lead~~ to the ~~untimely~~higher ~~identification and~~legal ~~resolution~~fees of ~~accounting~~$9,186 ~~and~~vs. ~~disclosure~~$Nil ~~matters~~in orthe ~~could~~three ~~lead~~month toperiod aended ~~failure~~August to31, 2014 ~~perform~~due ~~timely~~to ~~and~~the ~~effective~~costs ~~reviews.~~associated ~~Due~~with ~~to this~~the ~~material~~1:750 ~~weakness,~~reverse ~~management~~common ~~could~~stock ~~not~~split ~~conclude~~ that ~~its~~had ~~internal~~not ~~control~~been ~~over financial reporting was effective as of November 30, 2014~~accrued.

~~Our~~NET review also indicated the existence of certain high level procedures that might or might not serve to provide compensating control over these weaknesses. These procedures consisted of analytical review of key operating results by our senior management, including preparation and review of monthly operating results, comparison of such results to budgets and to historical amounts. In addition, the board of directors received monthly updates on operations, and on a quarterly basis, reviews, investigates and discusses apparent inconsistencies and concerns with senior operating management.INCOME/LOSS

~~Our~~During ~~review~~the ~~also~~three ~~revealed~~months ~~that~~ended ~~although~~August a31, ~~number of controls appeared to exist~~2015, ~~and~~we incurred ~~were~~a ~~observed~~net toloss ~~have~~of ~~been in operation~~$21,972 ~~documentary evidence~~compared ~~that~~with ~~such~~net ~~controls~~profit ~~were~~of ~~operating~~$3,870 ~~throughout~~for the ~~period~~three ~~was~~months ~~found~~ended toAugust be31, ~~lacking.~~2014 ~~Such~~due ~~evidence~~to ~~as signatures indicating~~decreased ~~that~~activity ain ~~certain~~the ~~procedure~~Voip ~~had~~1 ~~been~~telecommunications ~~carried~~operations ~~out and affixing responsibility were lacking~~ in the ~~internal~~current ~~control system~~period.

~~This~~LIQUIDITY ~~quarterly~~AND ~~report~~CAPITAL does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this quarterly report.RESOURCES

~~Changes~~As part of our expansion of operations, on June 18, 2012, we incorporated a wholly-owned subsidiary, VOIP 1, Inc. VOIP 1, Inc. specializes in ~~Internal~~data ~~Control~~and ~~Over~~voice ~~Financial~~telecommunications technologies. ~~Reporting~~Because of the success we have had with our operations, we have been focusing on this business line as our main operations. As of August 2015, we have begun developing a high definition video server.

~~There~~We ~~was~~have nobegun ~~change~~to inhave ~~our~~an ~~internal~~adequate ~~controls~~source of reliable, ~~over~~long-term revenue to fund operations. However, we have no significant assets or financial ~~reporting~~resources. The amount of working capital that ~~occurred~~we ~~during~~will ~~the~~require ~~quarter~~depends ~~ended~~on ~~February~~several 28factors, ~~2015~~including ~~that~~without ~~has~~limitation, ~~materially~~the ~~affected,~~extent orand istiming ~~reasonably~~of sales of our products ~~likely~~and torelated ~~materially~~services, ~~affect~~future costs of development, the timing and costs associated with the expansion of our ~~internal~~customer ~~controls~~support capabilities, ~~over~~and ~~financial~~our ~~reporting~~operating results.

-As 20of -August 31, 2015, we had cash and cash equivalents of $10,074. We had total current assets of $72,391.

~~PART~~We IIanticipate that we will require $350,000 in total, over the next nine months, to adequately fund the growth of our operations. We need to be assured that we have strong presentation support, an organized implementation strategy and ongoing technical support. As we sign more clients and technology partners with proven large scale application experience, we will begin to hire project managers and begin marketing our solutions to even more targeted potential clients.

~~Item~~Any 1additional cash revenues that we generate from our operations will ease the burden on our cash and enable us to finance operations beyond the next nine months. ~~Legal~~If ~~Proceedings~~we generate no cash revenues other than the $10,074 that we had available as of August 31, 2015, we will need to raise additional funds during the next nine months. Potential sources of such working capital could include senior debt facilities, new lines of credit, bank financings or additional sales of our securities. If we raise funds through the sale of our securities, the common stock currently outstanding would be diluted. There is a risk that such additional financing may not be available, or may not be available on acceptable terms, and the inability to obtain additional financing or generate sufficient cash from operations could require us to reduce or eliminate expenditures for capital equipment, production, or marketing of our products, or otherwise curtail or discontinue our operations, which could have a material adverse effect on our business, financial condition and results of operations.

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances. -19-

~~ITEM~~Our ~~1A.~~unaudited ~~Risk~~interim consolidated ~~Factors~~financial statements have been prepared on a continuing operation basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

~~Risks~~As ~~Relating~~of ToAugust ~~Our~~31, ~~Business~~2015, our total assets were $72,391, our total liabilities were $934,093 and stockholders’ deficiency was $861,702.

WeSUBSEQUENT intend to grow our Company by acquisition and have expanded the scope of technology offerings to include marketing mobile applications solutions, kiosk hardware and software products, and telecommunications operations. If we are not successful, our business will be harmed. EVENTS

~~Our~~We ~~business~~have ~~strategy~~evaluated ~~includes~~all ~~the~~events ~~attainment of~~or atransactions ~~portion~~that occurred ofafter ~~our~~August ~~growth through our ability to successfully execute our acquisition model. In order to pursue a growth by acquisition strategy successfully~~31, we2015 ~~must~~up ~~identify~~through ~~suitable~~the ~~candidates~~date ~~for~~ these ~~transactions,~~financial ~~complete~~statements ~~these~~were ~~transactions,~~available ~~and~~for ~~manage post-closing issues such as integration of the acquired business into our corporate structure~~issuance. ~~Integration~~During ~~issues~~this ~~are complex~~period, ~~time-consuming,~~ ~~and~~we ~~expensive~~did ~~and,~~not ~~without~~have ~~proper~~any ~~planning~~other ~~and~~material ~~implementation,~~recognizable ~~could~~subsequent ~~significantly disrupt our business. Potential disruptions include diversion of management's attention, loss of key business and/or personnel from the acquired company, unanticipated~~ events~~, and legal liabilities~~. ~~If the business becomes impaired, there could be partial or full write-offs attributed to the acquisition.~~

IfOFF-BALANCE weSHEET ~~cannot obtain additional financing, we may have to curtail operations and may ultimately cease to exist.~~TRANSACTION

~~Our~~We ~~continued operations~~currently ~~are~~have ~~contingent~~no onoff-balance ~~our~~sheet ~~ability to raise additional capital and obtain financing and success in future operations. If~~arrangements wethat dohave ~~not acquire sufficient additional funding~~ or ~~alternative~~are ~~sources~~reasonably oflikely ~~capital~~ to ~~meet our working capital, we may~~ have toa ~~substantially curtail~~current ~~our~~or ~~operations~~future ~~and~~material ~~business~~effect ~~plan.~~on ~~If we do not achieve sufficient revenues to meet~~ our ~~future~~financial ~~obligations~~condition, wechanges ~~intend~~in ~~to seek sufficient~~ financial ~~resources by issuing shares of common stock~~ condition, ~~borrowing~~revenues ~~cash from a bank~~ or ~~one of our directors~~expenses, orresults ~~a combination~~ of ~~these~~operations, ~~activities. We may be unable to obtain additional financing using any of these methods. These conditions raise substantial doubt about our ability to continue as a going concern. However~~liquidity, ~~our~~capital ~~unaudited~~expenditures ~~interim~~or ~~consolidated~~capital ~~financial statements do not include any adjustments that might result if we are unable to continue our business~~resources.

WeItem ~~have~~3. aQuantitative ~~limited operating history~~ and ~~may~~Qualitative ~~never~~Disclosures ~~achieve~~About orMarket ~~sustain profitable operations.~~Risk

WeSmaller ~~have~~reporting acompanies ~~short~~are ~~operating history and have~~ not ~~been~~required ~~profitable since our incorporation in June 2004. Even if we obtain future revenues sufficient~~ to ~~expand~~provide ~~operations, increased operational or marketing expenses could adversely affect our liquidity. The limited extent of our assets and revenues, and our limited operating history make us subject to~~ the ~~risks associated with start-up companies, including potentially negative~~information ~~cash~~required ~~flows.~~by Wethis ~~have no significant assets or financial resources~~Item. Our lack of operating history makes it very difficult for you to make an investment decision. We may never become profitable. You may lose your entire investment. This is the first quarter we have turned a small Net Income.

-Item 214T. -Controls and Procedures.

WeEvaluation ~~depend~~of onDisclosure ~~our~~Controls ~~officers~~ and ~~directors to perform our business activities and our ability to recruit and retain the qualified individuals needed to operate and develop our business is unknown.~~Procedures

WeOur ~~rely~~management onevaluated, ~~our~~with ~~officers~~the ~~and directors~~participation ~~to perform many~~ of our ~~business~~Chief ~~activities.~~Executive ~~Currently,~~Officer and our Chief Financial Officer, ~~Secretary,~~the ~~and~~effectiveness ~~Treasurer,~~of ~~Jueane~~our ~~Thiessen, personally~~disclosure ~~performs~~controls ~~most~~and ofprocedures ~~our~~(as defined ~~accounting~~in Rules 13a-15(e) and ~~financial~~15d-15(e) ~~management~~under ~~functions,~~the ~~and~~Securities ~~liases~~Exchange ~~with~~Act ~~external~~of ~~contractors~~1934, ~~who~~as ~~provide additional~~amended ~~programming~~(the ~~and~~“Exchange ~~consulting~~Act”)) as ~~services.~~of ~~Ms.~~the ~~Thiessen~~end isof ~~also~~the ~~involved~~period incovered ~~carrying~~by ~~out~~this ~~our~~quarterly ~~sales~~report ~~activities~~on Form 10-Q. ~~Our~~Based on that evaluation, our Chief Executive Officer and ~~President,~~Chief ~~Joseph~~Financial ~~Putegnat~~Officer ~~performs~~concluded ~~most~~that of our ~~management~~disclosure ~~functions,~~controls and ~~also~~procedures ~~oversees~~can ~~our~~be ~~sales~~relied ~~activities.~~upon Onto ~~February~~ensure that information ~~19,~~we ~~2014,~~are ~~Mr.~~required ~~Putegnat~~to ~~resigned.~~disclose ~~The~~in ~~resignation~~reports ~~was~~that ~~not~~we afile ~~result~~or submit under the Securities Exchange Act of ~~any~~1934 ~~disagreement~~(i) ~~with~~is ~~the~~recorded, ~~Company~~processed, summarized and ~~Mr.~~reported ~~Putegnat~~within ~~has~~the ~~continued to~~time ~~assist~~periods usspecified asin weSecurities ~~transition.~~and ~~Our~~Exchange ~~present~~Commission ~~management~~rules ~~structure~~and forms, ~~although~~and ~~adequate~~(ii) ~~for~~is ~~the~~accumulated and ~~early~~communicated ~~stage~~to of our ~~operations~~management, ~~will likely~~including ~~have~~our toChief beExecutive ~~significantly~~Officer ~~augmented~~and asChief ~~our~~Financial ~~operations~~Officer, ~~expand.~~as ~~Our~~appropriate, ~~future~~to ~~success~~allow timely ~~will~~decisions ~~depend~~regarding inrequired ~~part~~reasonable onassurance ~~the~~that ~~services~~such ofinformation ~~our key~~is ~~personnel~~accumulated and, ~~additionally,~~communicated onto our ~~ability~~management. Our todisclosure ~~identify,~~controls ~~hire~~ and ~~retain~~procedures ~~additional~~are ~~qualified~~designed ~~personnel.~~to ~~There~~provide isreasonable ~~intense~~assurance ~~competition for~~that ~~qualified~~such ~~management,~~information ~~marketing,~~is ~~accounting,~~accumulated and ~~sales~~communicated to ~~personnel in~~ our ~~new~~management. ~~business~~Our ~~line:~~disclosure ~~marketing~~controls ~~mobile~~and ~~application~~procedures ~~solutions. We~~include ~~may~~components ~~not~~of beour ~~able~~internal tocontrol ~~continue~~over tofinancial ~~attract~~reporting. Management's ~~and~~assessment ~~retain~~of the ~~personnel~~effectiveness ~~needed~~of toour ~~operate~~internal ~~and~~control ~~develop~~over ~~our~~financial ~~business.~~reporting ~~Because~~is weexpressed ~~rely on~~at ~~our~~the ~~officers~~level ~~and~~of ~~directors~~reasonable assurance tothat ~~perform~~the ~~our~~control ~~sales~~system, ~~accounting,~~no ~~and~~matter ~~financial~~how ~~management~~well ~~activities~~designed and operated, ~~failure~~can toprovide ~~attract~~only ~~and~~reasonable, ~~retain key~~but ~~personnel~~not ~~could~~absolute, ~~have~~assurance that athe ~~material~~control ~~adverse~~system's ~~effect~~objectives onwill ~~us.~~be met.

WeManagement’s ~~have~~Report ~~limited~~on ~~cash~~Internal ~~which~~Control weOver ~~anticipate will~~Financial be insufficient to fund our plan of operations for the forthcoming next three months ending May 31, 2015 and if we are unable to raise additional capital, our business may fail and stockholders may lose their entire investment. Reporting

WeOur ~~have~~management ~~limited~~is ~~capital~~responsible ~~reserves to finance expansion or to protect us from a downturn in business. We currently do not have sufficient cash to fund operations~~ for ~~the~~establishing ~~forthcoming~~and ~~next~~maintaining ~~three~~adequate ~~months~~internal ~~ending~~control ~~May~~over ~~31,~~financial ~~2015.~~reporting Weas ~~will~~defined ~~need~~in toRule ~~continue~~13a-15(f) tounder ~~raise additional funds to fully fund our operations for~~ the ~~next~~ ~~three~~Securities ~~month~~Exchange ~~period beginning March 1, 2015. Additional financing may come in the form of an offering of common shares, borrowing~~Act ~~from a bank or one~~ of ~~our directors, or from revenues generated by our current or new business~~1934. IfWe ~~additional~~have ~~shares~~assessed ~~are~~the ~~issued to~~effectiveness ~~raise capital, our existing stockholders will suffer a dilution~~ of ~~their~~those ~~stock~~internal ~~ownership~~controls ~~and~~as ~~the value~~ of ~~our~~August ~~outstanding shares may fall. If we borrow more money~~31, ~~we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility~~2015. WeIn ~~have~~making nothis ~~commitments for additional financing and there can be no assurance that additional funds will be available when needed~~assessment, ~~or on terms acceptable to us, if at all. If adequate funds are not available we may be required to change our planned~~management ~~business~~used ~~strategies.~~the Ifcriteria weset ~~are~~forth ~~unable~~by to obtain adequate financing, we may not be able to successfully develop and market our products and services. As a result, we would need to curtail business operations which would have a material negative effect on operating results, the ~~value~~Committee of ~~our~~Sponsoring ~~outstanding~~Organizations ~~stock~~of isthe ~~likely~~Treadway toCommission ~~fall,~~(COSO) ~~and~~in ~~our~~Internal ~~business may fail causing our stockholders to lose their~~Control—Integrated ~~entire investment~~Framework.

~~Our~~Because ~~sole~~of ~~director~~inherent limitations, ~~Jueane~~internal ~~Thiessen,~~control over ~~also~~financial ~~serves~~reporting asmay ~~our~~not ~~sole~~prevent ~~officer~~or detect misstatements. Projections of any evaluation of effectiveness to future periods ~~This~~are ~~interrelationship~~subject to the risk that controls may ~~create~~become ainadequate ~~conflict~~because of ~~interest~~changes in conditions, or that ~~might~~the degree of compliance with the policies and procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be ~~detrimental~~effective can provide only reasonable assurance with respect to ~~us.~~financial statement preparation and presentation.

Currently, our sole director, Jueane Thiessen, is also our sole officer, serving as our Chief Financial Officer, Treasurer, Secretary, and acting Chief Executive Officer and President. Up until February 19, 2014, a second director, Joseph Putegnat, served as our Chief Executive Officer and President. Our board of directors, which appoints our officers, consisted of four persons up until November 23, 2012: Mr. Putegnat, Ms. Thiessen, Mr. Donald Gilpin and Mr. Bruce Maschmeyer. As of December 5, 2012, Mr. Putegnat and Ms. Thiessen were the only remaining directors; Mr. Gilpin and Mr. Maschmeyer’s service terms have expired. On February 19, 2014, Mr. Putegnat resigned as an officer and a director. Because Ms. Thiessen is the only remaining director and officer, there exists a potential future conflict of interest regarding the decision to remove our officers or appoint new officers. Our directors and officers will deal with any such conflicts of interest, should they arise, in accordance with our Corporate Code of Ethics and applicable corporate law principles.-20-

WeA ~~may~~material beweakness ~~subject~~in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects a company's ability to ~~foreign~~initiate, ~~currency~~authorize, ~~fluctuation~~record, ~~and~~process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such ~~fluctuation~~that ~~may~~there ~~adversely~~is ~~affect~~more than a remote likelihood that a material misstatement of the company's annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial ~~position~~reporting, we identified a material weakness in our internal control over financial reporting. This material weakness consisted of inadequate staffing within the accounting operations of our Company. The small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and ~~results~~resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. Due to this material weakness, management could not conclude that its internal control over financial reporting was effective as of August 31, 2015.

Our ~~main~~review ~~office~~also isindicated ~~currently~~the ~~located~~existence inof certain ~~Canada~~high ~~and~~level weprocedures ~~pay~~that ~~most~~might ofor ~~our~~might ~~expenses~~not inserve ~~United~~to ~~States~~provide ~~dollars.~~compensating ~~However,~~control ~~our~~over ~~target~~these ~~market~~weaknesses. isThese ~~global.~~procedures Weconsisted of ~~may~~analytical ~~enter~~review ~~into~~of ~~contracts that~~key ~~require~~operating ~~customers~~results toby ~~pay~~our ussenior inmanagement, ~~currencies~~including ~~other~~preparation ~~than~~and ~~United~~review ~~States~~of ~~dollars.~~monthly ~~Therefore~~operating results, ~~our~~comparison ~~potential~~of ~~operations~~such ~~make~~results ~~us subject~~ to ~~foreign~~budgets ~~currency~~and ~~fluctuation.~~to Wehistorical doamounts. ~~not~~In ~~make~~addition, ~~investments that offset~~ the ~~risk~~board of ~~adverse~~directors ~~foreign~~received ~~currency~~monthly updates ~~fluctuations~~on operations, and ~~we may~~on ~~suffer~~a ~~increased~~quarterly ~~expenses~~basis, reviews, investigates and ~~overall~~discusses ~~losses~~apparent asinconsistencies aand ~~result~~concerns with senior operating management.

We Our doreview ~~not~~also ~~own~~revealed ~~patents~~that onalthough ~~our~~a ~~products and~~number of controls appeared to exist, ifand ~~other~~were ~~companies~~observed ~~copy~~to ~~our~~have ~~products~~been in operation, ~~our~~documentary evidence ~~revenues~~that ~~may~~such ~~decline~~controls ~~which~~were ~~may~~operating ~~result~~throughout inthe period was found to be lacking. Such evidence as signatures indicating that a ~~decrease~~certain procedure had been carried out and affixing responsibility were lacking in ~~our~~the ~~stock~~internal ~~price~~control system.

WeThis doquarterly report does not ~~own~~include ~~patents~~an onattestation report of our ~~products we~~registered ~~have~~public ~~developed~~accounting ~~and~~firm weregarding dointernal ~~not~~control ~~currently~~over ~~intend~~financial reporting. Management’s report was not subject to ~~file~~attestation ~~for~~by ~~patent~~our ~~protection~~registered onpublic ~~those~~accounting ~~products.~~firm ~~Therefore,~~pursuant ~~another~~to ~~company~~the ~~could recreate~~rules ~~our~~of ~~products~~the Securities and ~~could~~Exchange ~~compete~~Commission that ~~against~~permit us, ~~which~~to ~~would~~provide ~~adversely~~only ~~affect~~management’s ~~our~~report ~~revenues~~in this quarterly report.

-Changes 22in -Internal Control Over Financial Reporting

WeThere dowas ~~not~~no ~~carry~~change ~~any~~in ~~insurance~~our ~~and~~internal wecontrols over ~~may~~financial bereporting ~~subject~~that tooccurred ~~significant~~during ~~lawsuits~~the ~~which~~quarter ~~could~~ended ~~substantially~~August ~~increase~~31, 2015 that has materially affected, or is reasonably likely to materially affect, our ~~expenses~~internal controls over financial reporting.

We do not carry any insurance. There are a number of occurrences that could adversely affect our financial condition. These include damage to our assets, financial records, or other property by fire or water, as well as any successful lawsuits against us involving recovery of damages arising out of our contractual, legal, or other duties. Should such an uninsured loss occur, our costs may substantially increase which would lower our overall profitability, if any.-21-

~~Amendments~~PART ~~to telecommunications regulations could have a material adverse effect on our business by increasing the cost of our operations or the costs that customers must incur to use our products and services.~~II

WeItem ~~use telecommunications services to deliver our online software licensing and programming services to customers~~1. InLegal addition, our customers typically require telecommunications systems to use our products and services. The telecommunications industry is subject to regulatory control. Any amendments to current regulations in any jurisdiction where we operate or where our customers conduct business could have a material adverse effect on our business, results of operations, and prospects. If amendments to regulations increase the cost of using telecommunications services, our operating expenses may increase. Additionally, if regulatory amendments increase the cost that our customers must incur to use our services, we may experience difficulty attracting new customers or retaining existing customers.Proceedings

~~Equipment~~We ~~loss~~may orbe ~~malfunctions~~involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not ~~telecommunication~~aware ~~service~~of ~~interruptions~~any pending or ~~delays~~threatened ~~may~~litigation ~~adversely~~against ~~affect~~us or our ~~ability~~officers toand ~~provide~~directors in their capacity as such that could have a material impact on our ~~products~~operations ~~and~~or ~~services~~finances.

~~Our~~ITEM ~~business is highly dependent on our computer and telecommunications equipment and software systems for the operation and quality of our services~~1A. ~~The~~Risk temporary or permanent loss of all or a portion of these systems, including as a result of physical damage or operating malfunction, or significant replacement delays, could have a materially adverse effect on our business, financial condition, and results of operations. Any interruptions, delays or capacity problems experienced on the Internet or with telephone services could adversely affect our ability to provide our products and services.Factors

~~Item~~Risks 2.Relating ~~Unregistered~~To ~~Sales~~Our ~~of Equity Securities and Use of Proceeds~~Business

~~N/A~~We intend to grow our Company by acquisition and have expanded the scope of technology offerings to include marketing mobile applications solutions, kiosk hardware and software products, and telecommunications operations. If we are not successful, our business will be harmed.

~~Item~~Our 3business strategy includes the attainment of a portion of our growth through our ability to successfully execute our acquisition model. ~~Defaults~~In ~~Upon~~order ~~Senior~~to ~~Securities~~pursue a growth by acquisition strategy successfully, we must identify suitable candidates for these transactions, complete these transactions, and manage post-closing issues such as integration of the acquired business into our corporate structure. Integration issues are complex, time-consuming, and expensive and, without proper planning and implementation, could significantly disrupt our business. Potential disruptions include diversion of management's attention, loss of key business and/or personnel from the acquired company, unanticipated events, and legal liabilities. If the business becomes impaired, there could be partial or full write-offs attributed to the acquisition.

~~None~~If we cannot obtain additional financing, we may have to curtail operations and may ultimately cease to exist.

~~Item~~Our 4continued operations are contingent on our ability to raise additional capital and obtain financing and success in future operations. ~~Submission~~If we do not acquire sufficient additional funding or alternative sources of ~~Matters~~capital to meet our working capital, we may have to substantially curtail our operations and business plan. If we do not achieve sufficient revenues to meet our future obligations, we intend to seek sufficient financial resources by issuing shares of common stock, borrowing cash from a ~~Vote~~bank or one of ~~Security~~our ~~Holders~~directors, or a combination of these activities. We may be unable to obtain additional financing using any of these methods. These conditions raise substantial doubt about our ability to continue as a going concern. However, our unaudited interim consolidated financial statements do not include any adjustments that might result if we are unable to continue our business.

~~During~~We ~~the~~have ~~third quarter of our fiscal year ended May 31, 2015, no matter was submitted to~~ a ~~vote~~limited ofoperating ~~security~~history ~~holders~~and ~~through~~may ~~the~~never achieve ~~solicitation~~or ofsustain ~~proxies~~profitable ~~or otherwise~~operations.

~~Item~~We 5have a short operating history and have not been profitable since our incorporation in June 2004. ~~Other~~Even ~~Information~~if we obtain future revenues sufficient to expand operations, increased operational or marketing expenses could adversely affect our liquidity. The limited extent of our assets and revenues, and our limited operating history make us subject to the risks associated with start-up companies, including potentially negative cash flows. We have no significant assets or financial resources. Our lack of operating history makes it very difficult for you to make an investment decision. We may never become profitable. You may lose your entire investment. This is the first quarter we have turned a small Net Income.

~~None~~We depend on our officers and directors to perform our business activities and our ability to recruit and retain the qualified individuals needed to operate and develop our business is unknown.

-We 23rely -on our officers and directors to perform many of our business activities. Currently, our Chief Financial Officer, Secretary, and Treasurer, and acting Chief Executive Officer and President, Jueane Thiessen, personally performs most of our accounting and financial management functions, and liases with external contractors who provide additional programming and consulting services. Ms. Thiessen is also involved in carrying out our sales activities. Our prior Chief Executive Officer and President, Joseph Putegnat performed most of our management functions, and also oversaw our sales activities. On February 19, 2014, Mr. Putegnat resigned. The resignation was not a result of any disagreement with the Company and Mr. Putegnat has continued to assist us as we transition. Our present management structure, although adequate for the early stage of our operations, will likely have to be significantly augmented as our operations expand. Our future success will depend in part on the services of our key personnel and, additionally, on our ability to identify, hire and retain additional qualified personnel. There is intense competition for qualified management, marketing, accounting, and sales personnel in our new business line: marketing mobile application solutions. We may not be able to continue to attract and retain the personnel needed to operate and develop our business. Because we rely on our officers and directors to perform our sales, accounting, and financial management activities, failure to attract and retain key personnel could have a material adverse effect on us.

~~Item 6. Exhibits~~-22-

~~The~~We ~~exhibits~~have ~~listed~~limited ~~below~~cash which we anticipate will ~~are~~be ~~filed~~insufficient asto ~~part~~fund our plan of oroperations ~~incorporated~~for bythe ~~reference~~forthcoming innext ~~this~~nine ~~report~~months ending May 31, 2016 and if we are unable to raise additional capital, our business may fail and stockholders may lose their entire investment.

Exhibit
No.		Identification of Exhibit
3.1		Certificate of Change – Nevada Secretary of State, dated March 12, 2015 (included as Exhibit 3.1 to the Form 8-K filed March 18, 2015 and incorporated herein by reference).
5.7		Submission of Matters to a Vote of Security Holders, dated February 18, 2015 (included as Form 8-K filed February 23, 2015 and incorporated herein by reference).
10.1		Debt Conversion Agreement between Portlogic Systems Inc. and Jueane Thiessen, dated March 30, 2015 (included as Exhibit 10.1 to the Form 8-K filed March 31, 2015 and incorporated herein by reference).
21.1		Subsidiaries of the Registrant (filed herewith).
31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1		Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

We have limited capital reserves to finance expansion or to protect us from a downturn in business. We currently do not have sufficient cash to fund operations for the forthcoming next nine months ending May 31, 2016. We will need to continue to raise additional funds to fully fund our operations for the next nine month period beginning September 1, 2015. Additional financing may come in the form of an offering of common shares, borrowing from a bank or one of our directors, or from revenues generated by our current or new business. If additional shares are issued to raise capital, our existing stockholders will suffer a dilution of their stock ownership and the value of our outstanding shares may fall. If we borrow more money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. We have no commitments for additional financing and there can be no assurance that additional funds will be available when needed, or on terms acceptable to us, if at all. If adequate funds are not available, we may be required to change our planned business strategies. If we are unable to obtain adequate financing, we may not be able to successfully develop and market our products and services. As a result, we would need to curtail business operations which would have a material negative effect on operating results, the value of our outstanding stock is likely to fall, and our business may fail causing our stockholders to lose their entire investment.

-Our 24sole -director, Jueane Thiessen, also serves as our sole officer. This interrelationship may create a conflict of interest that might be detrimental to us.

~~SIGNATURES~~Currently, our sole director, Jueane Thiessen, is also our sole officer, serving as our Chief Financial Officer, Treasurer, Secretary, and acting Chief Executive Officer and President. Up until February 19, 2014, a second director, Joseph Putegnat, served as our Chief Executive Officer and President. Our board of directors, which appoints our officers, consisted of four persons up until November 23, 2012: Mr. Putegnat, Ms. Thiessen, Mr. Donald Gilpin and Mr. Bruce Maschmeyer. As of December 5, 2012, Mr. Putegnat and Ms. Thiessen were the only remaining directors; Mr. Gilpin and Mr. Maschmeyer’s service terms have expired. On February 19, 2014, Mr. Putegnat resigned as an officer and a director. Because Ms. Thiessen is the only remaining director and officer, there exists a potential future conflict of interest regarding the decision to remove our officers or appoint new officers. Our directors and officers will deal with any such conflicts of interest, should they arise, in

~~Pursuant~~We tomay ~~the~~be ~~requirements~~subject ofto ~~Section~~foreign 13currency ~~or 15(d) of the Exchange~~fluctuation ~~Act~~and ofsuch ~~1934,~~fluctuation ~~the~~may ~~registrant~~adversely ~~has~~affect ~~duly~~our ~~caused~~financial ~~this~~position ~~report~~and ~~to be signed on its behalf by the undersigned, thereunto duly authorized~~results.

		Portlogic Systems Inc.
		(Registrant)
	By	/s/ Jueane Thiessen
		President, Principal Executive Officer, Principal
		Accounting Officer and Treasurer
	Date	April 14, 2015

Our main office is currently located in Canada and we pay most of our expenses in United States dollars. However, our target market is global. We may enter into contracts that require customers to pay us in currencies other than United States dollars. Therefore, our potential operations make us subject to foreign currency fluctuation. We do not make investments that offset the risk of adverse foreign currency fluctuations and we may suffer increased expenses and overall losses as a result.

- 25 23-

We do not own patents on our products and, if other companies copy our products, our revenues may decline which may result in a decrease in our stock price.

We do not own patents on our products we have developed and we do not currently intend to file for patent protection on those products. Therefore, another company could recreate our products and could compete against us, which would adversely affect our revenues.

We do not carry any insurance and we may be subject to significant lawsuits which could substantially increase our expenses.

Amendments to telecommunications regulations could have a material adverse effect on our business by increasing the cost of our operations or the costs that customers must incur to use our products and services.

We use telecommunications services to deliver our online software licensing and programming services to customers. In addition, our customers typically require telecommunications systems to use our products and services. The telecommunications industry is subject to regulatory control. Any amendments to current regulations in any jurisdiction where we operate or where our customers conduct business could have a material adverse effect on our business, results of operations, and prospects. If amendments to regulations increase the cost of using telecommunications services, our operating expenses may increase. Additionally, if regulatory amendments increase the cost that our customers must incur to use our services, we may experience difficulty attracting new customers or retaining existing customers.

Equipment loss or malfunctions and telecommunication service interruptions or delays may adversely affect our ability to provide our products and services.

Our business is highly dependent on our computer and telecommunications equipment and software systems for the operation and quality of our services. The temporary or permanent loss of all or a portion of these systems, including as a result of physical damage or operating malfunction, or significant replacement delays, could have a materially adverse effect on our business, financial condition, and results of operations. Any interruptions, delays or capacity problems experienced on the Internet or with telephone services could adversely affect our ability to provide our products and services.

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

N/A

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

During the first quarter of our fiscal year ended May 31, 2016, no matter was submitted to a vote of security holders through the solicitation of proxies or otherwise.

Item 5. Other Information

None.

-24-

Item 6. Exhibits

The exhibits listed below are filed as part of or incorporated by reference in this report.

Exhibit No.		Identification of Exhibit

21.1		Subsidiaries of the Registrant (filed herewith).

31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1		Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

-25-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Portlogic Systems Inc.
	(Registrant)

	By	/s/ Jueane Thiessen
		President, Principal Executive Officer,
		Principal Accounting Officer and Treasurer

	Date	October 20, 2015

-26-

Filing Compare · Portlogic Systems Inc.