UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~March~~June 3130, 2015

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

For the transition period ~~from~~ from:

ICON VAPOR, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-55284		46-1471251
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

8525 Arjons Drive, Suite A

San Diego, CA 92126

(Address of principal executive offices)

(858) 564-9513

(Registrant’s telephone number)

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

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No (Not required)

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

Large Accelerated Filer	☐	Accelerated Filer	☐

Non-Accelerated Filer	☐	Smaller Reporting Company	☒

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

☐As of October 19, 2015, ~~Yes ☒~~there Nowere 74,036,163 shares of the registrant’s $0.001 par value common stock issued and outstanding.

As of May 18, 2015, there were 78,996,163shares of the registrant’s $0.001 par value common stock issued and outstanding.

ICON VAPOR, INC.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	F-1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	154
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	177
ITEM 4.	CONTROLS AND PROCEDURES	187
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	188
ITEM 1A.	RISK FACTORS	188
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	188
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	198
ITEM 4.	MINE SAFETY DISCLOSURES	199
ITEM 5.	OTHER INFORMATION	199
ITEM 6.	EXHIBITS	209

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Icon Vapor, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," "ICNV" or “Icon” refers to Icon Vapor, Inc.

PART I - FINANCIAL INFORMATION

ITEM 1.

CONDENSED FINANCIAL STATEMENTS

INDEX	F-1
Unaudited Consolidated Balance Sheet as of March 31, 2015 and Audited Consolidated Balance Sheet as of December 31, 2014 (restated)	2
Unaudited Balance Sheet as of June 30, 2015 and Restated Balance Sheet as of December 31, 2014 (restated)	F-2
Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2015and 2014	3
Unaudited Statements of Operations for the Three and Six Months Ended June 30, 2015 and 2014	F-3
Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014	4
Unaudited Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014	F-4
Unaudited Consolidated Statement of Stockholders’ Equity from January 1, 2014 to March 31, 2015	5
Notes to Condensed Financial Statements (Unaudited)	F-5
Notes to Condensed Consolidated Financial Statements (Unaudited)	6

F-1

ICON VAPOR, INC. Balance Sheets

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2015 (Unaudited)			2014 (Restated)
*Assets*
Current Assets
Cash and Cash Equivalents	$	252,135		$	159,138
Inventory, lower of cost or market, principally first in, first out		252,103			-
Prepaid Expenses		-			3,710
Total Current Assets		504,238			162,848

Fixed Assets-net		16,314			12,062
Other assets, Security Deposit		5,414			5,414
*Total Assets*	$	525,966		$	180,324

*Liabilities and Stockholders' Deficit:*
Current Liabilities
Accrued Expenses & Payroll Obligations	$	256,014		$	140,059
Derivative Liability		410,779			-
Notes Payable		252,568			8,066
Convertible Debt		568,945			80,000
Related Party Debt		145,434			146,641
Total Current Liabilities		1,633,740			374,766

*Total Liabilities*		1,633,740			374,766
Stockholders’ Deficit:
Preferred Stock, par $0.001, authorized 10,000,000 none issued		-			-
Common Stock, par value $0.001 authorized 500,000,000 shares Issued 46,046,163 and 42,696,163		46,046			42,696
Additional Paid in Capital		2,289,602			1,795,708
Unearned Services		(123,237	)		(233,333	)
Retained Deficit		(3,320,185	)		(1,799,513	)
*Total Stockholders’ Deficit*		(1,107,774	)	$	(194,442	)

Total liabilities and Stockholders' Deficit	$	525,966		$	180,324

	March 31,			December 31,
	2015			2014
Assets:				(Restated)
Current Assets
Cash and Cash Equivalents	$	200,101		$	160,353
Accounts Receivable		32,636			487
Inventory		176,971			123,259
Prepaid Expenses		142,848			3,710
Total Current Assets		552,556			287,809
Fixed Assets-net		39,272			35,356
Other assets, Security Deposit		5,414			5,414
Total Assets	$	597,242		$	328,579
Liabilities and Stockholders' Deficit:
Current Liabilities:
Derivative Liability	$	923,159		$	711,721
Accounts Payable and Accrued Expenses		29,741			19,700
Convertible Notes Payable		277,000			174,000
Customer Deposits		48,366			48,366
Note Payable		312,207			64,707
Total Liabilities		1,590,473			1,018,494
Stockholders’ Equity:
Preferred Stock, Par value $0.001, Authorized 10,000,000 shares Issued 0 shares at December 31, 2014 and 2013		-			-
Common Stock, Par value $0.001 Authorized 500,000,000 shares Issued 78,996,163 and 42,696,163 shares respectively		78,996			42,696
Additional Paid in Capital		7,896,729			7,451,899
Common Stock to be Issued		-			33,000
Unearned Services		(268,412	)		(233,333	)
Retained Deficit		(8,700,544	)		(7,984,177	)
Total Stockholders' Equity		(993,231	)		(689,915	)
Total Liabilities and Stockholders' Equity	$	597,242		$	328,579

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

F-2

ICON VAPOR, INC. Statements of Operations (Unaudited)

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
*Revenues*	$	79,842		$	2,485		$	131,019		$	7,397
Costs of Goods Sold		83,146			1,208			121,257			4,054

Gross Margin		(3,304	)		1,277			9,762			3,343

Expenses:

Sales & Marketing		8,494			8,638			21,892			30,140
Bad Debt Expense		(8,651	)					24,933
General and Administrative		328,023			126,033			580,162			265,082
Operating Expenses		327,866			134,671			626,987			295,222

*Operating Income (Loss)*		(331,170	)		(133,394	)		(617,225	)		(291,879	)

*Other Income (Expense)*
Interest		(56,655	)		(16,712	)		(97,102	)		(27,246	)
Derivative Expense		(410,779	)					(410,779	)
Green Tree Expenses		(277,921	)		-			(395,566	)		-
*Total Other Income (Expense)*		(745,355	)					(903,447	)
*Net Loss*	$	(1,076,525	)	$	(150,106	)	$	(1,520,672	)	$	(319,125	)

Loss per Share, Basic & Diluted	$	(0.02	)	$	(0.00	)		(0.03	)		(0.01	)

Weighted Average Shares Outstanding		46,021,163			39,314,854			44,810, 449			39,296,100

	For the Three Months Ended
	March 31,
	2015			2014
Revenues	$	51,177		$	4,912
Costs of Goods		20,048			2,846
Gross Margin		31,129			2,066
Expenses:
Derivative liability		211,438			-
Professional Fees		42,500			21,502
General and Administrative		350,299			102,289
Operating Expenses		604,237			160,551
Loss from operations		(573,108	)		(158,485	)
Interest		(20,000	)		(10,534	)
Loss on Inventory		(123,259	)		-
Total Other Expense		(143,259	)		(10,534	)
Net Loss	$	(716,367	)		(169,019	)
Loss per Share	$	(0.01	)	$	(0.00	)
Weighted Average Shares Outstanding		73,719,952			39,277,137

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

F-3

ICON VAPOR, INC. Statements of Cash Flows (Unaudited)

STATEMENTS OF CASH FLOWS

	Six Months Ended June 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss for the Period	$	(1,520,672)		$	(319,125	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Interest related to Convertible Debt		29,114			-
Bad Debts		23,986			-
Amortization of Debt Discount		26,061			-
Amortized Unearned Services		110,096			-
Depreciation and Amortization		5,186			5,437
Common Stock Issued for Services		193,130			24,260
Increase in Derivative Expense		410,779			89,554
Changes in Operating Assets and Liabilities
Accounts Receivable		(23,986	)		1,508
Prepaid		3,710			25,000
Accrued Liabilities		115,955			706
Inventory		(252,103	)		(8,883)
Net Cash Used in Operating Activities		(878,744	)		(181,543	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property and Equipment		(9,438	)		-
Net cash provided by Investing Activities		(9,438	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Common Stock issued for Cash		275,000			-
Proceeds from Loans		711,886			140,000
Payment of Debt		(4,500	)		(5,000)
Changes in Related Party Debt		(1,207)				-
Net Cash Provided by Financing Activities		981,179			135,000

Net (Decrease) Increase in Cash		92,997			(46,543)
Cash at Beginning of Period	$	159,138			74,843
Cash at End of Period		252,135		$	28,300

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	-		$	-
Franchise and Income Taxes	$	-		$	-

	For the three Months Ended
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss for the Period	$	(716,367	)	$	(169,019	)
Shares Issued		138,051			36,760
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and Amortization		4,605			3,160
Changes in Operating Assets and Liabilities: Accounts Payable		10,041			4,751
Decrease (Increase) in Accounts Receivable		(32,149	)
(Increase) Decrease in Prepaids and Deposits		(139,138	)
Increase (Decrease) in Derivative Liability		211,438
(Increase) Decrease in Inventory		(53,712	)		3,166
(Decrease) Increase in Interest		-			10,534
Net Cash Used in Operating Activities		(577,231	)		(109,310	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property and Equipment		(8,521	)		-
Net cash provided by Investing Activities		(8,521	)		-
CASH FLOW FROM FINANCING ACTIVITIES:
Common Stock issued for Cash		275,000			-
Proceeds from Loans		353,000			110,000
Reduction of Debt		(2,500	)		(5,000	)
Net Cash Provided by Financing Activities		625,500			105,000
Net (Decrease) Increase in Cash		39,748			(4,310	)
Cash at Beginning of Period		160,353			74,843
Cash at End of Period		200,101		$	70,533
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	-		$	-
Franchise and Income Taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accounts Payable Satisfied through Contributed Capital and Property and Equipment	$	-		$	-

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

F-4

ICON VAPOR, INC.

~~CONSOLIDATED~~NOTES ~~STATEMENT~~TO OFFINANCIAL ~~STOCKHOLDERS' EQUITY~~STATEMENTS

~~JANUARY~~June 130, ~~2014 TO MARCH 31,~~ 2015

					Additional		Common Stock
	Common		Common		Paid in		To be			Unearned			Retained
	Shares		Stock		Capital		issued			Services			Deficit			Total
Balance January 1, 2014		39,263,768	$	39,264		962,627							$	(1,185,919	)	$	(184,028	)
Shares issued for services		1,051,086		1,051		423,209					(233,333	)		-			190,927
Shares issued for cash		2,016,667		2,017		252,983								-			255,000
Shares issued for debt reduction		364,642		364		145,493								-			145,857
Effects of merger and shares to be issued						5,667,587		33,000									5,700,587
Net loss for the year		-		-		-								(6,798,258	)		(6,798,258	)
Balance December 31, 2014		42,696,163	$	42,696		7,451,899		33,000			(233,333	)		(7,984,177	)		(689,915	)
Shares issued		33,000,000		33,000				(33,000	)								-
Shares issued for services		750,000		750		124,800								-			125,550
Shares issued for cash		250,000		250		24,750								-			25,000
Shares issued for services		300,000		300		47,280								-			47,580
Shares issued for cash		2,000,000		2,000		248,000											250,000
Services earned											100,000						100,000
Services deferred											(135,079	)					(135,079	)
Net loss for the period		-		-		-								(716,367	)		(716,367	)
Balance March 31, 2015		78,996,163	$	78,996	$	7,896,729		-			(268,412	)	$	(8,700,544	)	$	(993,231	)

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

ICON VAPOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

NOTE 1 – ORGANIZATION

Icon Vapor, Inc. (“the Company) was originally incorporated under the laws of the state of Nevada. On April 3, 2006 the Company changed its name to Xero Mobile and then in April 2011 to MYEZSMOKES, INC. In February 2014 the name was changed to Icon Vapor, Inc. The Company specializes in the distribution of a smoke free cigarette.

On November 3, 2014, The Company purchased all of the outstanding stock of Green Tree Syndicate, Inc. a private company incorporated under the laws of the state of California. ~~Green Tree Syndicate, Inc. became a wholly owned subsidiary of the Company on that date. The subsidiary is in the same business as the Company specializing in the sales of smoke free cigarettes.~~

On September 5, 2015, the majority of the members of the Board of Directors of Icon Vapor, Inc., a Nevada corporation (the “Company”), voted to terminate and unwind the Asset Acquisition Agreement (the “Acquisition Agreement”), by and between the Company, Green Tree Syndicate, Inc., a California corporation (“Green Tree”) and the controlling shareholders of Green Tree (the “Green Tree Shareholders”), which was originally reported on Form 8-K filed with the Commission on November 13, 2014. Pursuant to the Acquisition Agreement, the Company acquired 100% of the assets of Green Tree and, in exchange, issued 33,000,000 restricted shares of its common stock to the Green Tree Shareholders (the “Icon Vapor Shares”), plus agreed to pay Green Tree $2,000,000 in cash. Additionally, and pursuant to the Acquisition Agreement, the Company appointed two Green Tree Shareholders as members of the Board of Directors of the Company.

As a result of the Termination of the Acquisition Agreement:

(a) The 33,000,000 restricted shares of common stock of the Company issued to the Green Tree Shareholders were cancelled and returned to treasury.

(b) The Company disbursed a cash payment of $233,022.54 of the agreed $2,000,000 cash price. The Company has made a demand for the return of the cash disbursed to Green Tree.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (A“SEC”) and should be read in conjunction ~~Principles~~with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on its 10-K. In the opinion of ~~Consolidation~~management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for the year ended December 31, 2014, as reported in the Form 10-K, have been omitted.

~~The accompanying~~NOTE ~~2015 consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Green Tree Syndicate, Inc. (from November~~ 3, ~~2014,~~– ~~merger).~~NOTES ~~All intercompany accounts have been eliminated upon consolidation.~~PAYABLE

~~(B)~~The ~~Use~~Company has four notes payable totaling $252,568 the largest of ~~Estimates~~which is for $249,000 due to an individual and maturing on July 19, 2015. The note is personally guaranteed by the Chief Executive officer as well as by the receivables of the Company. Payment terms are interest only payments of $10,000 a month. The note has been extended for six months with a new maturity date of January 19, 2016.

~~In preparing~~NOTE ~~financial~~4 ~~statements~~– inCONVERTIBLE conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate of fair value of share based payments and derivative instruments and recorded debt discount, valuation of deferred tax assets and valuation of in-kind contribution of services and interest.NOTES

~~(C)~~The Company at June 30, 2015 has ten convertible ~~Cash~~notes ~~and~~payable ~~Cash~~in ~~Equivalents~~the amount of $568,954 which is shown net of deferred costs of $53,305.

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2015 and December 31, 2014, the Company had no cash equivalents.F-5

~~(D) Loss~~At ~~Per~~June ~~Share~~30, 2015 the derivative liability is $410,779.

InThe Company has ten (10) convertible loans outstanding ~~accordance~~all ~~with~~of ~~the~~which ~~accounting~~have ~~guidance~~default ~~now~~covenants ~~codified~~contained aswithin ~~FASB~~their ~~ASC~~respective ~~Topic~~agreements. ~~260,~~As ~~“Earnings~~a ~~per~~result ~~Share”~~of ~~basic~~the ~~loss~~later ~~per~~filing ~~share~~of this 10-Q isfor ~~computed~~the byperiod ~~dividing~~ending ~~net~~June ~~loss~~30, by2015, ~~weighted~~the ~~average~~Company ~~number~~is ofin ~~shares~~default of ~~common~~the ~~stock~~filing ~~outstanding~~covenant ~~during~~on each ~~period.~~of ~~Diluted~~these loans, which can result ~~loss~~in ~~per~~the ~~share~~notes isbecoming ~~computed~~due byand ~~dividing~~payable ~~net~~if ~~loss~~not cured by the ~~weighted~~Company ~~average~~within ~~number~~a ofprescribed ~~shares~~period of ~~common~~time. ~~stock~~Currently, ~~common~~the ~~stock~~loan ~~equivalents~~from KBM in the face mount of $84,000 became due and ~~potentially~~payable ~~dilutive~~as ~~securities~~of ~~outstanding~~September ~~during~~17, 2015 and the ~~period~~Company is planning on paying this note with the proceeds of a new financing. Additionally, the makers of the Typenex loan have issued a demand letter to the Company to cure the covenant breach of late filing. The filing of this Form 10-Q will cure the aforementioned defaults.

~~The computation~~NOTE of5 ~~basic~~– ~~and~~GOING ~~diluted loss per share at March 31, 2015 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:~~CONCERN

	March 31, 2015
Convertible Debt (Exercise price - $0.674-0.0782)		77,124,742
Total		77,124,742

As reflected in the accompanying financial statements, the Company had a significant retained deficit at June 30, 2015 and had a net loss for the six months ended June 30, 2015.

(E) Operating Leases

The Company leases approximately 5,300 square feet of space under a 5 1/4-year lease commencing on January 1, 2015 at a base rent of $3,710.

(F) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(G) Allowance for Doubtful Accounts

The Company evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where it is aware of a specific customers ability to meet its financial obligations, it records a specific reserve to reduce the amounts recorded to what it believes will be collected. For all other customers, it recognizes reserves for bad debts based on historical experience. The company has historically experienced limited bad debts and thus has not established a reserve. At March 31, 2015 Accounts Receivable consisted of $32,636 and at December 2014 $487.

(H)Inventory

The Company’s inventory consists of finished electronic cigarettes and flavors of vapor, valued under the FIFO method, stated and the lower of cost or market value. At March 31, 2015 the inventory value at lower of cost or market was $176,971 and at December 31, 2014 $123,259. In 2015 the Company decided to slightly change the type of vapor cigarette it sells to a more modern look and wrote off the inventory of $123,259 as it was no longer going to sell this product.

(I) Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company mainly sells to retailers. There are no price incentives and the product can only be returned if defective. As the Company does not believe defective merchandise is likely an allowance has not been recognized. Revenue is recognized on a gross basis with corresponding costs of goods as a reduction to revenue in cost of sales. Revenue is recognized when the product is shipped to the customer.

(J) Fair Value of Financial Instruments

The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from m selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

● Level 1 - quoted market prices in active markets for identical assets or liabilities. ● Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company's financial instruments consist of accounts payable, accrued expenses, notes payable, loan payable - related party, and convertible notes payable. The carrying amount of the Company's financial instruments approximates their fair value as of December 31, 2014 and 2013, due to the short-term nature of these instruments.

The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3 (see Note 8).

(K) Embedded Conversion Features

The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features.

(L) Derivative Financial Instruments

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

(M) Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount.

When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt.

(N) Debt Issue Costs and Debt Discount

The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

(O) Stock-Based Compensation - Non Employees

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

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

Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

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

	●	Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.
	●	Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.

● Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.

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

Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

(P) Recent Accounting Pronouncements

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). The Company adopted this pronouncement for the three months ended August 31, 2014.

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation – Stock Compensation (Topic 718 ); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

NOTE 3 – PROPERTY AND EQUIPMENT

	March 31, 2015			December 31, 2014			Estimated Useful Life
Furniture and Fixtures and Equipment		30,943			30,902		5-7 years
Leasehold Improvements		14,729			6,249		5.25 years
Computer Equipment		5,764			5,764		3 years
Auto		27,958			27,958		3 years
		79,394			70,873
Less: Accumulated Depreciation		(40,122	)		(35,517	)
Property and Equipment, Net	$	39,272		$	35,356

Depreciation expense was $4,605 in 2015 and $3,160 in 2014.

NOTE 4 – NOTES PAYABLE

The Company has the following non-convertible notes:
	March 31, 2015		December 31, 2014
Notes Payable to an individual, originating in 2011, interest imputed at 6%, payable on demand		3,207		5,707
Note Payable to an individual, without interest Renegotiated in 2009 from convertible to non-convertible Payable on demand		59,000		59,000
Note Payable to an individual for $250,000 due July 19, 2015 Interest only payments of $10,000 per month, guaranteed by receivables And the personal guarantee of the President		250,000		-
Total	$	312,207	$	64,707

NOTE 5 – CONVERTIBLE NOTES

The Company at March 31, 2015 has five convertible notes payable in the amount of $277,000.

Notes 1 and 2 occurred on July 24, 2013 for $20,000 and July 26, 2013 for $70,000. The notes bear interest at 3% and are convertible anytime after December 31, 2014 at a 50% discount off the market price. The Company has calculated a derivative expense using the Black Scholes module of $646,882 based on a volatility rate of 141.08% and a cumulative rate of 71% with an imputed interest rate of 10%.

Note 3 occurred on December 15, 2014 for $84,000, interest at 8% with a discount of 42% due September 15, 2015. The Company has calculated a derivative expense of $143,238.

Note 4 occurred on January 30, 2015 for $43,000, interest at 8% due in six months, convertible at a discount of 42%. The Company recorded a derivative expense of $55,959.

Note 5 occurred on March 3, 2015 for $60,000, interest at 10% due in eight months convertible at the lesser of.25 or market price. The Company has recorded a derivative of $71,080.

The Company calculated the derivative expense using the black schools module under the same parameters as was calculated in methods 1 and 2.

NOTE 6 – CUSTOMER DEPOSITS

At March 31, 2015 the Company recorded a customer deposit $48,366 for an order which was shipped in April and May of 2015.

NOTE 7 – GOING CONCERN

As reflected in the accompanying financial statements, the Company had a significant retained deficit at March 31, 2015 and had a net loss of $716,367 for the three months ended March 31, 2015.

Management intends to raise additional funds now that it has merged thru a private placement or thru the public process. Management believes that the actions presently being taken to further implement its business plan will enable the Company to continue as a going concern. While the Company believes in the viability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate funds

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 8 6 – ~~DERIVATIVE~~STOCKHOLDERS’ ~~LIABILITIES~~EQUITY

~~The Company~~Common identified conversion features embedded within convertible debt issued. The Company has determined that the features associated with the embedded conversion option, should be accounted for at fair value, as a derivative liability.Stock

~~As discussed~~For ~~in note 5~~ the ~~Company~~Period ~~has~~from ~~calculated~~January ~~a liability at March 31~~1, 2015 ~~of $923,159. The assumptions utilized were a volatility~~through ~~rate~~June ~~of 141.08%~~30, risk free interest of 10% and a cumulative volatility of 71%. The stock prices on the grant dates were .5360 and .56 for the two notes in question. The stock price at December 31, 2014 was .1493 with the effective price at 50% of .1493 or $.0747. The stock price at March 31, 2015 ~~was .134 with an effective price at $.0782 or $.067~~

Total Derivative Liability @ 03/31/2015		923,159
Total Derivative Liability @ 12/31/2014		711,721
Derivative Expense	$	211,438

On February 13, 2015, the Company issued 750,000 shares valued at market on that day of $0.1674 for services from January 15, 2015 to January 15, 2016 for a total cost of $125,550 prorated over the term of the agreement.

11On March 19, 2015, the Company issued 250,000 shares for cash of $25,000.

~~NOTE 9~~On March 19, 2015, the Company issued 300,000 –shares ~~STOCKHOLDERS’~~for ~~EQUITY~~services to be earned thru June of 2015 valued at market of $0.1586 for a total cost of $47,580, which is prorated over the term of the agreement.

~~(A)~~On March 27, 2015, the Company issued 2,000,000 ~~Preferred~~shares ~~Stock~~for cash of $250,000.

~~The Company’s~~On ~~Articles~~May of20, ~~Incorporation~~2015, ~~authorize~~the 10Company issued 50,000~~,000~~ shares to ofan ~~preferred~~individual ~~stock~~for ~~with~~sales aservices ~~par~~thru ~~value~~December of31, $2015.~~001~~ ~~with~~The ~~rights and~~shares ~~preferences~~were tovalued beat ~~determined~~market byon ~~the~~that ~~Board~~day at $0.40, for a total cost of ~~Directors~~$20,000.

~~(B)~~All shares issued above for this period were ~~Common~~to ~~Stock~~non-related third party individuals.

~~In January~~Material ~~2013~~Subsequent ~~the~~Issuances ~~Company~~and ~~issued~~Cancellations subsequent ~~175,000~~to ~~shares~~June ~~for cash of $105~~30,~~000.~~ 2015

On ~~August~~ 28July 8, ~~2013~~2015, the Company issued ~~600~~150,000 shares ~~for~~to ~~cash~~Catalyst Funding LLC, as part of a conversion to a note held by Catalyst. The shares were valued at $~~135,000~~0.10.

On ~~August~~ 30July ~~2013~~15, 2015, the Company issued 16300,~~393~~ 000 shares ~~for~~to ~~marketing~~Catalyst ~~services~~Funding ~~rendered~~LLC, ~~valued~~as atpart ~~market~~of ~~price~~a onconversion ~~the~~to ~~date~~a ofnote ~~issuance of~~held by Catalyst.~~6199~~ ~~resulting~~The inshares anwere ~~expense~~valued ofat $~~10,162~~0.06.

~~On November 8, 2013 the Company issued 120,000 shares for marketing services rendered valued at market of .40 per share resulting in an expense of $48,000.~~F-6

On ~~December~~ 26August 11, ~~2013~~2015, the Company issued ~~62,500 shares valued at market of .~~40 ~~resulting in a total cost of $25~~,000~~. The issuance~~ ~~of these~~ shares ~~was~~ for ~~marketing~~ services toearned bethrough ~~completed~~July ~~in the first six months~~ of ~~2014~~2015. ~~and~~The ~~thus~~shares ~~the~~were ~~Company~~valued ~~has recognized a prepaid expense~~ at ~~March~~$0.01 ~~31,~~per ~~2014 of $12,500~~share.

On ~~March~~ 6August ~~and~~11, ~~19th~~2015, ~~2014~~ the Company re-issued 21 27,500,000 ~~818~~previously ~~and~~cancelled ~~29,268~~ shares ~~which~~to ~~equal~~Daniel 51Balsiger,~~086~~ ~~shares~~CEO for ~~marketing~~ services ~~valued~~ atrendered ~~market~~to ~~which~~the ~~was~~ Company.~~5150 and .4450 per share resulting in a stock for services expense of $24,260.~~

On ~~July~~ 24October 16, ~~2014~~2015, the Company ~~issued~~retired 17,~~000~~500,000 shares ~~for~~held ~~services~~by ~~for~~Bashar ~~marketing to be earned over 12 months. The Company expensed 166~~Ballo,~~667~~ ~~and~~due ~~deferred~~to ~~233,333~~the ~~for~~unwinding ~~services~~of ~~not~~the ~~yet~~Asset ~~earned.~~Purchase ~~This~~Agreement ~~amount~~with isGreen ~~shown~~Tree ~~in the equity section as unearned services~~Syndicate.

On ~~August~~ 12October 16, ~~2014~~2015, the Company ~~issued~~retired ~~100~~7,500,000 shares ~~for~~held ~~cash~~by ofRawi ~~$15~~Ballo,~~000~~ due to the unwinding of the Asset Purchase Agreement with Green Tree Syndicate.

On ~~August~~ 14October 16, ~~2014~~2015, the Company ~~issued~~retired ~~200~~15,000 ,000 shares ~~for~~held ~~cash~~by ofSater ~~$30~~Tommka,~~000~~ due to the unwinding of the Asset Purchase Agreement with Green Tree Syndicate.

On ~~August~~ 29October 16, ~~2014~~ 2015, the Company ~~issued~~retired ~~364~~3,~~642~~000,000 shares ~~for~~held aby ~~reduction~~Everest inCapitol, ~~debt~~LLC, ~~for~~due ~~monies~~to ~~advance~~the ~~during~~unwinding ~~2014~~ of ~~$140,000~~the ~~plus~~Asset ~~interest of~~Purchase ~~$5,857~~Agreement orwith aGreen Tree ~~total of $145,857~~Syndicate.

~~On September~~NOTE ~~15,~~7 ~~2014~~– ~~the~~SUBSEQUENT ~~company issued 233,334 shares for cash of $35,000.~~EVENTS

On ~~September~~ 24August 9, ~~2014~~2015, the ~~Company~~Board ~~issued~~of ~~200~~Directors of Icon Vapor,~~000~~ Inc. voted to re-issue shares which were originally issued to Daniel Balsiger, the CEO of the Company, that were previously canceled in March of 2012, for ~~cash~~reaching certain performance milestones. The Board of ~~$30~~Directors deemed it was in the best interest of the Company to re-issue these shares to Mr. Balsiger and ratified the re-issuance again on September 9,~~000~~ 2015.

~~On October 16, 2014 the Company issued 333,333 shares for cash of $50,000~~F-7

~~On December~~NOTE ~~11,~~8 ~~2014~~– ~~the~~RESTATED ~~Company~~FINANCIAL ~~issued 950,000 shares for cash of $95,000.~~STATEMENTS

~~On January~~The 8,Company ~~2015~~restated ~~the~~its ~~Company~~December ~~issued 33~~31,~~000,000~~ ~~shares~~2014 ~~for~~balance sheet. ~~the~~The ~~merger~~differences ~~completed~~are inas ~~the prior year.~~follows:

~~On February~~ICON 13VAPOR, ~~2015 the Company issued 750,000 shares valued at market on that day of $0~~INC.~~1674 for services from January 15, 2015 to January 15, 2016 for a total cost of $125,550 prorated over the term of the agreement.~~

~~On March~~BALANCE ~~19, 2015 the Company issued 250,000 shares for cash of $25,000.~~SHEETS

On March 19, 2015 the Company issued 300,000 shares for services to be earned thru June of 2015 valued at market of 0.1586 for a total cost of $47,580 which is prorated over the term of the agreement.

	December 31, 2014
	Originally
	Reported			Restated			Difference
ASSETS
Current Assets:
Cash	$	79,867		$	159,138			79,271		(1)
Inventory		123,259			-			(123,259	)	(2)
Other	$	4,197		$	3,710			(487	)	(2)
Total current assets		207,323			162,848			(44,475	)
Equipment, Net		35,356			12,062			(23,294	)	(2)
Other		5,414			5,414			-
Total Assets	$	248,093		$	180,324			(67,769	)

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Derivative Liability	$	579,583		$	-			(579,583	)	(3)
Accrued Liabilities		19,700			140,059			120,359		(4)
Convertible Notes Payable		90,000			80,000			(10,000	)	(1)
Notes Payable		64,707			8,066			(56,641	)	(1)
Notes Payable - Related Party		-			146,641			146,641		(1)
Customer Deposits	$	48,366		$	-			(48,366	)	(2)
Total Current Liabilities		802,356			374,766			(427,590	)

Total Liabilities	$	802,356		$	374,766			(427,590	)

STOCKHOLDERS' DEFICIT

Preferred stock		-			-			-
Common stock		42,696			42,696			-
Additional Paid in Capital		7,451,899			1,795,708			(5,656,191	)	(5)
Common Stock to be issued		(33,000	)					(33,000	)	(5)
Unearned Services		(233,333	)		(233,333	)		-
Retained deficit		(7,848,525	)		(1,799,513	)		6,049,012		(6)
Total stockholders' deficit		(554,263	)		(194,442	)		359,821

Total liabilities and stockholders' deficit	$	248,093		$	180,324			(67,769	)

~~On March~~The ~~27,~~explanations ~~2015~~of the ~~Company~~changes ~~issued~~noted 2above,~~000~~ respectively,~~000~~ ~~shares~~are ~~for cash of $250,000.~~as follows:

~~All shares~~(1) ~~issued~~The ~~were~~increase toin ~~non-related~~cash ~~third~~is ~~party~~a ~~individuals~~result of the Company not properly recording proceeds of an $84,000 note payable (less $4,000 original issue discount) reduced by $1,214 of cash held by Green Tree Syndicate, Inc. (“Green Tree”).

12(2) The Green Tree acquisition was terminated and the assets and liabilities were removed from the financial statements.

~~NOTE 10 – COMMITMENT AND CONTINGENCIES~~F-8

(3) The Company ~~leases~~had ~~approximately~~computed ~~5300~~derivative ~~square~~liabilities ~~feet~~on ofthe ~~space~~$146,641 ~~under~~related aparty ~~5and~~debt; ahowever, ~~1/4-year~~this ~~lease~~debt ~~executed~~was onnot ~~January~~convertible 1into common shares according to loan documents. The $84,000 ~~2015~~convertible debt was only convertible after one hundred and eighty days (180) had passed, therefore at December 31, 2014 there was no derivative liability as the note was not convertible at that time.

~~Future minimum~~(4) ~~lease~~The ~~commitments~~increase ~~are~~in asaccounts ~~follows:~~payable is the result of accrual of wages for an executive employee based on the terms of his employment agreement, offset by a reduction of $4,340 in liabilities related to Green Tree.

Year	Amount
2015	$	33,390
2016		44,520
2017		44,520
2018		44,520
2019		44,520
2020		11,130
Total		222,600

(5)

Reversal of value assigned to the 33,000,000 shares of common stock issued to owners of Green Tree upon termination of the Green Tree acquisition.

~~From time~~(6) toThe ~~time,~~following ~~the~~summarize ~~Company may become involved in various lawsuits and legal proceedings, which arise in~~ the ~~ordinary~~changes ~~course of business. However, litigation is subject to inherent uncertainties, and an adverse result~~ in ~~these~~retained or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.deficit:

The Company is also liable, should it raise funds, for $2,000,000 to be paid as part of the merger agreement.

Balance December 31, 2013	$	1,185,919
Adjustments –
Reversal of derivative Liability -		(170,870	)
Accrual of Wages		20,843
Adjusted Balance December 31, 2013		1,035,892
Net Loss as reported – 2014		6,662,606
Adjustments –
Green Tree Loss		(5,605,038	)
Change in Derivative Liability -		405,199
Accrual of Expenses		111,252
Adjusted Net Loss		763,621
Adjusted Retained Deficit, December 31, 2014	$	1,799,513

NOTE 11 – RELATED PARTY TRANSACTIONS

The Company in 2015 paid its chief executive officer $30,000 in fees.

NOTE 12 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that one material subsequent event existed.

1. In April 2015 the Company received $50,000 in the form of a convertible note.

NOTE 13 – RESTATED FINANCIAL STATEMENTS

The Company restated its December 31, 2014 financial statements to effect for a deposit and costs related to a convertible debenture received in the last week of December and not recorded both for cash and derivative expense. The effects on this financial statement is as follows:

ICON VAPOR, INC.
BALANCE SHEETS
	December 31, 2014
	Originally
ASSETS	Reported			Restated			Difference
Current Assets:
Cash		79,867			160,353			80,486
Other	$	127,456		$	127,456			-
Total current assets		207,323			287,809			80,486
Other		40,770			40,770			-
Total Assets	$	248,093		$	328,579			80,486
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Derivative Liability	$	579,583		$	711,721			132,138
Accounts Payable		19,700			19,700			-
Convertible Notes Payable		90,000			174,000			84,000
Customer Deposits		48,366			48,366			-
Notes Payable		64,707			64,707			-
Accrued interest payable		-			-			-
		802,356			1,018,494			216,138
Total current liabilities		802,356			1,018,494			216,138
STOCKHOLDERS' DEFICIT
Preferred stock: $0.001 par value; 10,000,000 shares authorized;
none issued or outstanding at December 31, 2014		-			-			-
Common stock: $0.001 par value; 500,000,000 shares authorized;
42,696,163 shares issued and outstanding		42,696			42,696			-
Additional Paid in Capital		7,451,899			7,451,899			-
Common Stock issuable and unearned		(200,333	)		(200,333	)		-
Accumulated deficit		(7,848,525	)		(7,984,177	)		(135,652	)
Total stockholders' deficit		(554,263	)		(689,915	)		(135,652	)
Total liabilities and stockholders' deficit	$	248,093		$	328,579			80,486

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

End of Notes to Financial Statements

14F-9

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis should be read in conjunction with Icon Vapor, Inc. financial statements and the related notes thereto. The Management's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Report on Form 10-Q. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report on Form 10-Q.

The following discussion should be read in conjunction with our unaudited consolidated financial statements and related notes and other financial data included elsewhere in this report. See also the notes to our consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on April 14, 2015.

Overview

We are an electronic cigarette company headquartered in San Diego, California, ~~that~~who designs, markets and sells electronic cigarettes, cigars, cartomizers and ~~related~~ related accessories under the Icon Vapor brand. We have commercially launched our Icon Vapor products, which are now being sold online. Our initial sales campaign began in August of 2012, but sales are not to the point that our operations are profitable.

Our initial strategy has been to drive online sales through our Icon Vapor eCommerce website. We do not intend to compete with larger, significantly greater capitalized e-cigarette companies in the brick-and-mortar retail environment, which we believe would require substantial advertising, particularly direct television marketing, advertisements in trade magazines, point of sale materials, display, price promotions, in-store and on-premise promotions and slotting fees. We intend to launch a network marketing sales program, which we believe will result in a more dedicated sales program and produce stronger results.

We intend to distribute and sell our Icon Vapor products through a network of independent members using the direct selling channel. We believe that this strategy will enhance consumer awareness and the demand for our products for smokers who are looking for, and shifting to, a potentially more healthy “smoking” choice. We believe that these selling channels are ideally suited to marketing our products because sales of electronic and vapor cigarettes involves an education process strengthened by ongoing personal contact between members of the network and their customers. We expect that our members will consume Icon Vapor products themselves and, therefore, would provide first-hand testimonials of our products to their customers, which we believe can serve as a powerful sales tool.

Results of Operations

Total revenue for the three months ended ~~March~~June 3130, ~~2015was~~2015 was $5179,~~177~~842, as compared to $42,~~912for~~485 for the three months ended ~~March~~June 3130, 2014. Operating expenses in the quarter ended June 30, 2015 were $327,866 as compared to $134,671 for the quarter ended ~~March~~June 3130, ~~2015amounted~~2014. Total revenue for the six months ended June 30, 2015 was $131,019, compared to $~~604~~7,~~237as~~397 for the six months ended June 30, 2014. Operating expenses in the six months ended June 30, 2015 were $626,987 as compared to $~~160~~295,~~551~~222 for the ~~quarter~~six months ended ~~March~~June 3130, 2014. The ~~increase~~ adjustments in revenue can be attributed primarily to the ~~asset~~ acquisition ofand subsequent divestiture of our wholly owned subsidiary, Green Tree Syndicate, Inc,. which was acquired on ~~December~~November 4, 2014 and its recognition of revenue from the merger date to ~~March~~June 3130, 2015. However, because of returns of previously sold (prior to acquisition) Green Tree products to our major customer Core-Mark, $290,000 in sales was not recognized because they (Core-Mark) offset that amount against the Green Tree product returns.

The net loss for the quarter ended March 31, 2015 was $716,367 as compared to $169,019 for the quarter ended March 31, 2014. This is due to an increase in derivative expense of $211,438 compared to zero, stock for services of $138,501 compared to$36,760 higher consulting expenses and we expand the business of $64, 872 compared to $30,600 and a write down of obsolete inventory of $123, 259. The net loss for the twelve months ended December 31, 2014 was $6,798,258 as compared to $603,334 for the twelve month period ending December 31, 2013. This increase in loss was mainly derived from us impairing our acquisition of our subsidiary of $5,553,314.4

15Additionally, another Green Tree client, Ontario 2421519, was shipped Icon product for a total value of approximately $190,000 in the second quarter of 2015. Ontario 2421519 remitted a $48,000 deposit as partial payment for those Icon products and disbursed the funds to a Green Tree bank account, who failed to subsequently transfer the money to Icon. As a result, the Company was forced to recognize the revenue attributable to the Ontario 2421519 as a consignment sale.

The net loss for the quarter ended June 30, 2015 was $1,076,525 as compared to $150,106 for the quarter ended June 30, 2014. This increase in loss was mainly derived from us impairing our acquisition of Green Tree Syndicate in the amount of $277,921 and the recordation of a derivative expense associated with the convertible debentures issued by the Company in the amount of $410,779.

Operating Expenses

Total operating expenses, including expenses for ~~derivative~~sales ~~liability~~and marketing, services, professional fees and general and administrative services, for the three month period ended ~~March~~June 3130, 2015 were $~~604~~327,~~237~~866, which was comprised of $~~211~~8,~~438~~494 ~~for~~in ~~derivative~~sales ~~liability,~~and ~~$42,500in professional~~marketing ~~fees~~costs and $~~350~~328,~~299~~023 in other general and administrative costs and offset by $8,651 in bad debt expense, as compared to $~~160~~134,~~551~~671 for the three month period ended ~~March~~June 3130, 2014, which was comprised of $~~NIL for derivative liability~~8,638 ~~$21,502~~ in ~~professional~~sales ~~fees~~and marketing costs and $~~102~~126,~~289~~033 in other general and administrative costs. The overall increase in operating expenses can be attributed to expenses incurred from ~~the~~an ~~derivative of~~increase ~~$237,843,~~in ~~professional~~general and administrative expenses ofas ~~$68,043~~a asresult weof ~~became~~becoming a reporting company and ~~$189,283~~an increase in general and administrative costs ~~that~~ ~~increased~~ as a result of the implementation of our marketing and business plans.

Liquidity and Capital Resources

Our cash, current assets, ~~intangible assets,~~ total assets, current liabilities and total liabilities as of ~~March~~June 3130, 2015 and December 31, 2014 (restated) were as follows:

	March 31, 2015		December 31, 2014 (Restated)		$ Change		% Change
	June 30, 2015 (Unuadited)		December 31, 2014 (Restated)
Cash		~~200~~252,~~101~~135		~~160~~159,~~353~~138		~~39,748~~		~~24.79~~	%
Total current assets		~~552~~504,~~556~~238		~~287~~162,~~809~~848		~~264,747~~		~~91.99~~	%
Total assets		~~597~~525,~~242~~966		~~328~~180,~~579~~324		~~268,663~~		~~81.77~~	%
Accounts payable and accrued expenses		29,741		19,700		10,041		50.97	%
Total Current liabilities		1,633,740		374,766
Notes payable		589,207		238,707		350,500		146.83	%
Total Liabilities		1,633,740		374,766
Total liabilities		1,590,473		1,018,494		571,979		56.16	%

Cash Requirements/ Going Concern

As of ~~March~~June 3130, 2015, our primary source of liquidity was our cash and cash equivalents on hand of $~~200~~252,~~101~~135. However, we believe our current cash balances, together with the net product revenues are not sufficient to meet our anticipated cash requirements to fund our further commercialization of our Icon Vapor product line and to develop and implement a network marketing sales plan which are critical to driving sales to bring our business operations to profitability for the next twelve months. Given our existing sources of liquidity and expected cash burn, we believe that we will need approximately $31,500,000 in financing in order to continue as a going concern for the next twelve months from December 31, 2014, ~~of which we expect to use approximately $2,000,000 to fund our acquisition of Green Tree Syndicate, Inc~~forward., an electronic cigarette sales and distribution company, $700,000 to purchase inventory, $300,000 for marketing and trade shows, $200,000 for consultant compensation and $300,000 for administrative and operational expense. We plan to obtain this financing through private placement offerings of the Company’s securities.

Our forecast of the period of time through which our financial resources and capital requirements will be adequate to support our operations, further expand the commercialization of Icon Vapor are forward-looking statements and involve risks and uncertainties, and actual results could vary materially and negatively as a result of a number of factors. A copy of applicable “Risk Factors” can be found in our registration statement on Form 10, originally filed with the Commission on September 16, 2014 and most recently amended on April 23, 2015. We have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.

Due to the numerous risks and uncertainties associated with the development and commercialization of Icon Vapor, we are unable to estimate precisely the amounts of capital outlays and operating expenditures necessary to complete the development of our network marketing strategy and continued deployment of our online sales strategy sufficient to achieve profitability in our operations. Our funding requirements will depend on many factors, including, but not limited to, the following:

	●	The rate of progress and cost or our commercialization activities;
	●	The expenses we incur in marketing and selling Icon Vapor products and accessories;
	●	The revenue generated by sales of Icon Vapor;
	●	The success of our investment in our network marketing channel; and
	●	The costs of defending any patent claims and other intellectual property rights.

We may, from time to time, consider additional funding through a combination of new collaborative arrangements, strategic alliances, and additional equity and debt financings or from other sources. We will continue to manage our capital structure and to consider all financing opportunities, whenever they may occur, that could strengthen our long-term liquidity profile. Any such capital transactions may or may not be similar to transactions in which we have engaged in the past. There can be no assurance that any such financing opportunities will also be available on acceptable terms, if at all.

Cash Flow from Operating Activities

During the ~~three~~six months ended ~~March~~June 3130, 2015, the Company’s operating activities used $~~577~~878,~~231in~~744 ~~cash~~ as compared to $~~109~~181,~~310~~543 used by operating activities for the ~~three~~six months ended ~~March~~June 3130, 2014. The increase in cash used for operating activities is primarily due to the increased loss.

Cash Flow from Investing Activities

During the ~~three~~six-month ~~period~~ period ended ~~March~~June 3130, 2015 and 2014, the Company used $89,~~521and~~438 and $NIL, respectively, in cash for investing activities. The increase in in cash used for investing activities is primarily due to purchase of leasehold improvements.

Cash Flow from Financing Activities

During the ~~three~~six months ended June ~~March 31~~30, 2015, the Company received $~~625~~981,~~500~~179 in cash from financing activities. This consisted of $275,000 in proceeds from ~~the~~ the issuance of common stock, $~~353~~711,~~000~~886 in net proceeds from loans, offset by $24,500 in reduction of debt and $1,207 in changes in related party debt. This compares with $~~105~~135,000 provided during the ~~three~~six months ended ~~March~~June 3130, 2014 ~~which consisted of $110,000 in net financing from loans less $5,000 from the reduction of debt~~.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships. We enter into guarantees in the ordinary course of business related to the guarantee of our own performance and the performance of our subsidiaries.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements prepared in accordance with generally accepted accounting principles in the U.S. The preparation of these financial statements requires us to make certain estimates and assumptions that may affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reported periods and related disclosures. These estimates and assumptions, including those related to revenue recognition, inventory valuation, impairment of long-lived assets, income taxes including the valuation allowance for deferred tax assets, research and development and stock-based compensation are monitored and analyzed by us for changes in facts and circumstances, and material changes in these estimates could occur in the future. We base our estimates on our historical experience and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions.

We believe that our application of the following accounting policies, each of which require significant judgments and estimates on the part of management, are the most critical to aid in fully understanding and evaluating our reported financial results. Our significant accounting policies are more fully described in Note 2, “Summary of Significant Accounting Policies” of our Notes to Financial Statements, contained herein.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of ~~March~~June 3130, 2015.

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

In the ordinary course of business, we may be subject to claims, counter claims, suits and other litigation of the type that generally arise from the conduct of our business. We are not aware of any threatened or pending litigation that we expect will have a material adverse effect on our business operations, financial condition or results of operations. It should be noted if the Company does reach an acceptable solution with Green Tree Syndicate, it intends to pursue legal proceedings against them and Ontario 2421519, as discussed in the Management Discussion and Analysis herein. An acceptable solution would be the assumption of any additional Core-Mark liabilities and the return of Icon product from Ontario 2421519, which are the issues that caused the Company to rescind the Green Tree acquisition.

ITEM 1A.

RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Quarterly Issuances:

On ~~January~~May 820, 2015, the Company ~~issued~~ 7issued 50,~~500,~~000 restricted ~~common stock~~ shares to ~~Bashar~~Scott ~~Ballo~~Hoag ~~pursuant~~Sales toInc. ~~the~~for ~~Asset~~sales ~~Acquisition~~services ~~Agreement~~thru ~~with~~December ~~Green Tree Syndicate~~31, ~~Inc~~ 2015. The ~~Asset~~shares ~~Acquisition~~were ~~closed~~valued at market on ~~December~~that 4,day ~~2014~~at $0.40. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

On January 8, 2015, the Company issued 7,500,000 restricted common stock shares to Rawi Ballo pursuant to the Asset Acquisition Agreement with Green Tree Syndicate, Inc. The Asset Acquisition closed on December 4, 2014. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

On January 8, 2015, the Company issued 15,000,000 restricted common stock shares to Sater Tommka pursuant to the Asset Acquisition Agreement with Green Tree Syndicate, Inc. The Asset Acquisition closed on December 4, 2014. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

On January 8, 2015, the Company issued 3,000,000 restricted common stock shares to Everest Capitol LLC pursuant to the Asset Acquisition Agreement with Green Tree Syndicate, Inc. The Asset Acquisition closed on December 4, 2014. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

On February 13, 2015, the Company issued 750,000 restricted common stock shares to Motivated Minds LLC as compensation for consulting services rendered to the Company; cost basis $0.20 per share. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

On March 19, 2015, the Company issued 250,000 restricted common stock shares to Matthew Dana pursuant to a Subscription Agreement, cost basis $0.10.The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

On March 19, 2015, the Company issued 150,000 restricted common stock shares to Radius Consulting, Inc. as compensation for consulting services rendered to the Company, cost basis $0.10. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

On March 19, 2015, the Company issued 150,000 restricted common stock shares to Sarah R. Speno as compensation for consulting services rendered to the Company, cost basis $0.10. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

On March 27, 2015, the Company issued 2,000,000 restricted shares of common stock to one investor pursuant to a subscription and purchases agreement, cost basis $0.13. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

Subsequent Issuances:

~~None~~On July 8, 2015, the Company issued 150,000 shares to Catalyst Funding LLC pursuant to the conversion of debt owed by the Company to Catalyst under a promissory note.

On July 15, 2015, the Company issued 150,000 shares to Catalyst Funding LLC pursuant to the conversion of debt owed by the Company to Catalyst under a promissory note.

On August 9, 2015, the Board of Directors of Icon Vapor, Inc. voted to re-issue shares which were originally issued to Daniel Balsiger, the CEO of the Company, that were previously canceled in March of 2012, for reaching certain performance milestones. The Board of Directors deemed it was in the best interest of the Company to re-issue these shares to Mr. Balsiger and ratified the re-issuance again on September 9, 2015.

On September 5, 2015, the majority of the members of the Board of Directors of Icon Vapor, Inc., a Nevada corporation, voted to terminate and unwind the Asset Acquisition Agreement, by and between the Company, Green Tree Syndicate, Inc., a California corporation and the controlling shareholders of Green, which was originally reported on Form 8-K filed with the Commission on November 13, 2014. Pursuant to the Acquisition Agreement, the Company acquired 100% of the assets of Green Tree and, in exchange, issued 33,000,000 restricted shares of its common stock to the Green Tree Shareholders, plus agreed to pay Green Tree $2,000,000 in cash. Additionally, and pursuant to the Acquisition Agreement, the Company appointed two Green Tree Shareholders as members of the Board of Directors of the Company. As a result of this board action, the Company has cancelled the 33 million shares issued to Green Tree Syndicate and removed the $2 million liability to the same from its books and records.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

~~None~~The Company has ten (10) convertible loans outstanding all of which have default covenants contained within their respective agreements. As a result of the later filing of this 10-Q for the period ending June 30, 2015, the Company is in default of the filing covenant on each of these loans, which can result in the note becoming due and payable if not cured by the Company within a prescribed period of time. Currently, the loan from KBM in the face mount of $84,000 became due and payable as of September 17, 2015 and Company is planning on paying this note of the proceeds of a new financing. Additionally, the makers of the Typenex loan have issued a demand letter to the Company to cure the covenant breach of late filing.

~~ITEM 4. MINE SAFETY DISCLOSURES~~8

ITEM 4.

SAFETY DISCLOSURES

N/A.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.	EXHIBITS
3.1.1	Articles of Incorporation of Desitv.com	Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on September 16, 2014

3.1.2	Articles of Amendment Desitiv, Inc.	Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on September 16, 2014

3.1.3	Articles of Amendment Xero Mobile, Inc.	Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on September 16, 2014

3.1.4	Articles of Amendment Myezsmokes, Inc.	Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on September 16, 2014

3.2	Amended and Restated Bylaws dated January 7, 2011	Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on September 16, 2014

10.1	Option Agreement	Filed as an exhibit to our registration statement on Form 1-A of the Company, filed with the SEC on November 14, 2013.

10.2	Amendment to Option Agreement	Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on December 10, 2014

10.3	Letter of Employment of Daniel Balsiger dated July 1, 2014	Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on September 16, 2014

10.4	Sales Compensation Plan	Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on September 16, 2014

31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed Herewith

31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed Herewith.

32.01	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed Herewith.

32.02	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed Herewith.

101.INS*	XBRL Instance Document	Filed Herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed Herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed Herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed Herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed Herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed Herewith.

ITEM 6. EXHIBITS

3.1.1	Articles of Incorporation of Desitv.com	Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on September 16, 2014
3.1.2	Articles of Amendment Desitiv, Inc.	Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on September 16, 2014
3.1.3	Articles of Amendment Xero Mobile, Inc.	Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on September 16, 2014
3.1.4	Articles of Amendment Myezsmokes, Inc.	Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on September 16, 2014
3.2	Amended and Restated Bylaws dated January 7, 2011	Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on September 16, 2014
10.1	Option Agreement	Filed as an exhibit to our registration statement on Form 1-A of the Company, filed with the SEC on November 14, 2013.
10.2	Amendment to Option Agreement	Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on December 10, 2014
10.3	Letter of Employment of Daniel Balsiger dated July 1, 2014	Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on September 16, 2014
10.4	Sales Compensation Plan	Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on September 16, 2014
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed Herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed Herewith.
32.01	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed Herewith.
32.02	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed Herewith.
101.INS*	XBRL Instance Document	Filed Herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed Herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed Herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed Herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed Herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed Herewith.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

209

SIGNATURES

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

	ICON VAPOR, INC.	~~ICON VAPOR, INC.~~
Dated: May 20, 2015		/s/ Daniel W. Balsiger
Dated: October 26, 2015	/s/ Daniel W. Balsiger
	Name: Daniel W. Balsiger	~~Name: Daniel W. Balsiger~~
	Title: Chief Executive Officer,	~~Title: Chief Executive Officer,~~
	President and Chief Financial Officer	~~President and Chief Financial Officer~~

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

Dated: May 20, 2015		/s/ Daniel W. Balsiger
Dated: October 26, 2015	/s/ Daniel W. Balsiger
	Name: Daniel W. Balsiger	~~Name: Daniel W. Balsiger~~
	Title: Chief Executive Officer,	~~Title: Chief Executive Officer,~~
	President and Chief Financial Officer, Director	~~President and Chief Financial Officer, Director~~
Dated: May 20, 2015		/s/ Michael J. Klepper
Dated: October 26, 2015	/s/ Michael J. Klepper
	Name: Michael J. Klepper	~~Name: Michael J. Klepper~~
	Title: Secretary and Director	~~Title: Secretary and Director~~
Dated: May 20, 2015		/s/ Mark Bednarz
Dated: October 26, 2015	/s/ Mark Bednarz
	Name: Mark Bednarz	~~Name: Mark Bednarz~~
	Title: Director	~~Title: Director~~
Dated: May 20, 2015		/s/ Bashar Ballo
		Name: Bashar Ballo
		Title: Director
Dated: May 20, 2015		/s/ SaterTommka
		Name: SaterTommka
		Title: Director

2110

Filing Compare · ICON VAPOR, INC.