UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

FORM 10-K

____________

Mark One

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, ~~2014~~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: 333-150158

B-SCADA, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		94-3399360
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
9030 W Fort Island Trail Building 9 Crystal River, Florida 34429
(Address of principal executive offices) (Zip Code)

9030 W Fort Island Trail

Building 9

Crystal River, Florida 34429

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (352) 564-9610

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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

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. [X] 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). [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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	[X] Smaller reporting company
		(Do not check if a small reporting company)

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

The aggregate market value of the common stock held by non-affiliates of the registrant, computed based upon prices at which it was last sold, as of the last business day of the registrant’s second fiscal quarter, April 30, ~~2014~~2015, was approximately $5,~~417~~169,~~859~~030. (For the purpose of this report it has been assumed that ~~the~~each ~~sole~~ director of the registrant, as well as all stockholders holding 5% or more of the registrant's stock, are affiliates of the registrant).)

According to the records of the registrant's registrar and transfer agent, the number of shares of the registrant's common stock outstanding as of January 2122, ~~2015~~2016 was 2730,~~243~~593,414.

ii2

Table of Contents

Part I 15 Item 1. Business 15 Item 1A. Risk Factors 38 Item 1B. Unresolved Staff Comments 8 Item 2. Properties 38 Item 3. Legal Proceedings 38 Item 4. Mine Safety Disclosures 38 Part II 49 Item 5. Market for Registrant’s Common Equity, Related ~~Stockholders~~Stockholder Matters and Issuer Purchases of Equity Securities 49 Item 6. Selected Financial Data. 59 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 510 Item 7A. Quantitative and Qualitative Disclosure about Market ~~Rick~~Risk 1219 Item 8. Financial Statements and Supplementary Data 1219 Item 9. Changes In, and Disagreements With, Accountants on Accounting and Financial Disclosure 1219 Item 9A. Controls and Procedures 1219 Item 9B. Other Information 1320 Part III 1421 Item 10. Directors, Executive Officers and Corporate Governance 1421 Item 11. Executive Compensation 1522 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 1623 Item 13. Certain Relationships and Related Transactions, and Director Independence 1624 Item 14. Principal Accounting Fees and Services 1724 Part IV 1825 Item 15. Exhibits, Financial Statement Schedules 1825 SIGNATURES 1926

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report and the documents incorporated in it by reference contain forward-looking statements that involve known and unknown risks and uncertainties. Examples of forward-looking statements include: projections of capital expenditures, competitive pressures, revenues, growth prospects, product development, financial resources and other financial matters. You can identify these and other forward-looking statements by the use of words such as “may,” “will,” “should,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential” or the negative of such terms, or other comparable terminology.

Our ability to predict the results of our operations or the effects of various events on our operating results is inherently uncertain. Therefore, we caution you to consider carefully the matters described in this report, the documents incorporated by reference in this report, and other publicly available sources. These factors and many other factors beyond the control of our management could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by the forward-looking statements.

~~iii~~4

Part I

Item 1. Business

B-Scada, Inc. (“we,’’ “B-Scada,” “us,” “our”) is in the business of developing software and hardware products for the visualization and monitoring of ~~real~~data ~~time~~in ~~data~~residential and commercial settings and in heavy ~~industry~~industries. ~~Our~~Since ~~HMI~~2003, ~~(Human~~B-Scada's ~~Machine~~focus ~~Interface)~~on ~~software~~user ~~and~~interface ~~SCADA~~design ~~(Supervisory~~solutions ~~Control~~for Windows and ~~Data~~web ~~Acquisition)~~applications ~~products~~has ~~are~~given ~~utilized~~us ina ~~the~~unique ~~petrochemical,~~perspective ~~electricity~~and ~~distribution,~~insight ~~transportation,~~into ~~facilities~~the ~~management~~data ~~and~~visualization ~~manufacturing industries~~market. ~~The~~Our ~~technology~~software ~~that~~solutions ~~B-Scada~~are ~~has~~reducing ~~developed~~resource ~~has~~consumption, ~~been~~increasing ~~licensed~~productivity, toand 10improving ~~other~~safety ~~firms~~all ~~including~~over ~~four~~the ~~Fortune~~world ~~500~~in ~~companies.~~industries ~~These~~like ~~licensing~~manufacturing, ~~arrangements~~building ~~provide~~automation, ~~long~~water ~~term~~treatment, ~~recurring~~energy management, ~~royalty~~and ~~based~~other ~~revenue~~fields ~~for~~of ~~B-Scada.~~business ~~The~~relying ~~products~~on ~~developed~~real-time bydata ~~companies~~visualization ~~using~~and ~~B-Scada’s~~analytics ~~technology~~to ~~include~~manage ~~industrial~~their ~~automation~~processes. ~~solutions,~~With ~~medical~~a ~~applications~~background ~~for~~in ~~use~~heavy inindustrial ~~hospitals~~software technology, ~~and~~B-Scada ~~line~~has ofpushed ~~business~~beyond ~~applications.~~the ~~Our~~traditional ~~products~~boundaries ~~are~~of ~~marketed~~SCADA ~~and~~(Supervisory ~~sold~~Control ~~globally~~ and ~~offered~~Data ~~both~~Acquisition) ~~directly~~to ~~and~~bring ~~through~~our atechnology ~~sales~~to ~~channel~~light ofindustrial, ~~system~~commercial ~~integrators~~ and ~~resellers~~residential customers as well.

From machine-level HMI software to enterprise-level SCADA software, B-Scada ~~has~~leverages ~~developed~~the ~~its~~latest ~~own~~technology ~~industrial~~and ~~control~~industry standards to provide powerful, stable and ~~monitoring~~modern solutions to its customers. ~~“Status~~ ~~Enterprise”~~B-Scada also has IoT (Internet of Things) cloud-based and ~~“Status~~on ~~Machine~~premise ~~Edition”~~solutions, ~~are~~that allow users to create powerful ~~SCADA~~customized ~~solutions~~applications ~~capable~~for Smart Cities (monitoring of ~~connecting~~various tocity ~~real~~attributes; ~~time~~i.e., ~~industrial~~traffic, ~~data~~pollution, energy usage) and ~~displaying~~remote ~~the~~monitoring. ~~information~~B-Scada’s inteam ~~real~~of ~~time~~developers toand ~~operators,~~designers ~~maintenance~~have ~~personnel~~provided world-class service and ~~supervisors~~consultation to customers in a wide range of vertical markets.

~~HMI~~B-Scada ~~and~~licenses ~~SCADA~~portions ~~systems~~of ~~are~~its ~~used~~technology for ~~monitoring~~use in the ~~HVAC~~products ~~(Heating~~of ~~Ventilation~~smaller software firms and ~~Air~~Fortune ~~Conditioning)~~500 ~~systems~~companies. inB-Scada ~~large~~also ~~commercial~~markets ~~complexes~~and sells a line of wireless sensors used for monitoring various information like temperature, pressure, voltage and water detection. ~~They~~The sensors are used in ~~waste~~a ~~water~~variety ~~treatment~~of ~~plants,~~light commercial applications with ~~oil~~the ~~wells,~~data ~~hydro-electric~~and ~~plants,~~analytics ~~subway~~being ~~systems,~~managed ~~pharmaceuticals~~with our IoT Platform. Our products are marketed and ~~almost~~sold ~~every~~globally ~~manufacturing~~and ~~facility~~offered through a sales channel of system integrators and resellers.

History

We were originally formed under the name Firefly Learning, Inc. on May 31, 2001. In October, 2005, pursuant to an exchange agreement, we acquired all of the issued and outstanding shares of capital stock of Mobiform, Ltd., a Canadian corporation, (“Mobiform Canada”), in exchange for shares of our Common Stock and changed our name to Mobiform Software, Inc. After the acquisition, Mobiform Canada became our wholly-owned subsidiary. Effective September 14, 2010, Mobiform Canada was dissolved. On October 19, 2012, we changed our name to B-Scada, Inc. On October 15, 2014, we formed a wholly-owned subsidiary in Spain, B-Scada Soluciones Industriales SL (“B-Scada Spain”), to provide improved sales, service and support to Europe, Latin America, the Middle East and Africa. On August 20, 2015, we incorporated Monitor Sensing Technologies Inc. (“MST”), a wholly-owned Florida subsidiary. This subsidiary provides low cost sensors for the residential and light commercial market.

Our technology team is comprised of seasoned veterans of software design and development who have extensive experience in designing, building and delivering world-class software solutions for numerous vertical markets. We have licensed or provided training and/or consulting services for such major companies as General Electric, Microsoft Corporation, Intel Corporation, Schlumberger Technology Corporation and Siemens AG.

Product Description

We develop and sell software designed for use by system integrators, industrial engineers, graphic designers and computer programmers. Our primary line of HMI software and SCADA products is a set of programs that allows users to generate “user interfaces.” User interfaces include internet web sites and computer applications of all kinds, including computer models of simple and complex systems (for example, a functioning power plant, ~~the~~an ~~flow~~HVAC ofunit, ~~inventory~~solar ~~of a large business~~panels, ~~the~~boilers ~~genetic~~or ~~code of~~ a ~~species~~waste orwater ~~individual,~~treatment ~~or a simple lever~~plant). Given the great and increasing pervasiveness of user interfaces in the world economy, the demand for products that allow for the simple and flexible creation of user interfaces is enormous. Our system also archives the data that it collects, allowing users to generate reports for compliance or analysis. The system contains analytics capabilities with many types of charts and both real time and historical trends. Alarming notifications send important messages as values change, and workflow can even be used to automate equipment function.

Our products can be utilized by many vertical markets. We have already entered into agreements with companies to use our technology in the fields of industrial automation, medical software and energy monitoring.5

~~One~~We ~~new~~have ~~area~~also ~~B-Scada~~developed isour ~~looking~~own atline ~~is IoT (Internet~~ of ~~Things).~~lightweight ~~The~~commercial ~~main~~sensors ~~idea~~sold ~~the~~by ~~Internet~~MST, ofour ~~Things~~wholly isowned ~~having devices connected to the Internet~~subsidiary. SCADA systems deployed in the cloud or on hosted servers already provide much of what the Internet of Things requires. The software products we offer fit very well with this new growth industry. In 2015 we will be launching new marketing and product initiatives in this space using our existing technology.

~~Revenue~~Our ~~Streams~~products are utilized by many vertical markets including building automation, energy management, smart grid, petro-chemical, mining, agriculture, transportation, aquaculture and manufacturing. The system is also very suitable for Smart City applications.

~~B-Scada’s~~Revenue revenue is generated from two sources, (i) retail sales of our HMI and SCADA software products and (ii) licensing of our technology to other companies. Development, design, consulting services and support are part of all product sales.Streams

1B-Scada’s revenue has traditionally been generated from two sources: (i) retail sales of our HMI and SCADA software products and (ii) licensing of our technology to other companies. Development, design, consulting services and support are part of all product sales. In 2016 we will begin to more aggressively promote our IoT Platform and lightweight commercial sensors and monitoring solutions.

Retail

B-Scada ‘Status’ allows designers to create a representation of their manufacturing processes. Once the graphic display is created, Status has web services that connect to data on the factory floor and provide information to the various meters, gauges and graphics on screen. Data flows two ways with Status; it can monitor data, and it allows the click of a button onscreen to start or stop a piece of equipment on the factory floor.

B-Scada has attracted a number of resellers and system integrators that are now promoting and using ‘Status’ in commercial settings. We are targeting potential customers to offer customized applications to meet their industry requirements. Status is now being used to monitor the 4th largest subway system in the world in Seoul, South Korea. It is monitoring HVAC performance in pharmaceutical manufacturing facilities in China, and is used in various monitoring applications in numerous verticals in the United States.

~~Development~~Technology ofLicensing SCADA systems typically requires millions of dollars in development capital over several years. Larger firms cannot develop their own systems with the efficiency of smaller companies; a larger firm trying to develop such a system in house could easily spend $15 million or more.

~~Technology~~Development ~~Licensing~~of SCADA systems typically requires millions of dollars in development capital over several years. Larger firms cannot develop their own systems with the efficiency of smaller companies; a larger firm trying to develop such a system in house could easily spend $15 million or more. As such, we believe that there is incredible value in the intellectual property that B-Scada currently holds.

InSome companies identifying the value of this technology have approached us to use portions of our technology in their software products. As a result, in addition to selling our own software products, we also license the technology we have developed to other software companies. Long-term licenses to multinational ~~automation~~ software companies are a major part of our business. ~~Long-term licenses to multinational automation software companies are a major part of our business.~~ The lead time for our engineers to work with theirs in developing successful integration of our software with their future products is fairly long - from nine months to two years - but the result is a ~~multi-year~~multiyear high revenue license ~~which~~providing ~~provides~~ substantial ~~revenue~~income tofor us for years to come. We have aseveral ~~number~~such of agreements in place ~~and are currently in discussions~~ with ~~additional~~Fortune 500 companies ~~in the oil~~ and ~~gas,~~also ~~oil~~agreements ~~service,~~with ~~electric~~smaller ~~power generation and mining industries~~firms.

The ~~products developed using B-Scada technology include industrial automation solutions, medical applications for use in hospitals, smart grid, HVAC and line of business applications. The~~ relationships established through licensing are very strategic and may lead to acquisitions to prevent competitive companies from having the same strategic benefits.

~~Development~~IoT ~~Services~~Platform and ~~Support~~Lightweight Commercial Sensors

B-Scada has developed its own line of lightweight commercial sensors sold by our subsidiary, MST. These devices have been ~~recognized~~integrated asinto aB-Scada ~~leading~~IoT ~~edge~~and SCADA software ~~development~~solutions. ~~firm~~The intent is that B-Scada software hosted in the cloud will be used as the IoT Platform for consuming the sensor data. WeThe ~~are~~initial ~~often~~wireless ~~asked~~sensors offered to ~~provide~~the ~~software~~market ~~development~~include ~~services~~temperature, ~~graphics~~humidity ~~design~~ and ~~consulting~~water asdetection. ~~part~~A ofrelay ~~the~~for ~~technology~~turning ~~licensing~~equipment ~~agreements~~on weand ~~sign~~off ~~with~~remotely ~~our~~is ~~customers~~also included as well as milliamp and voltage detectors.

Over the past five years we have put in place a set of core technologies that we can leverage to create a variety of software applications for different vertical markets. We have made some of these components available to other software companies as either retail software development components or as toolkits that can be used to embed our technology into their solutions. We have offered free downloads of our components and toolkits to prospective customers. With thousands of downloads of our products globally, we believe B-Scada is well on its way to achieving brand-name recognition. We will continue in our efforts to generate incremental revenue by working with global industry leaders in selling consulting services and licensing our technology.6

ByCustomers ~~providing~~are billed on a ~~limited~~monthly ~~amount~~basis ofin ~~consulting~~a SaaS model (Software as a Service) for the monitoring services, ~~B-Scada~~similar to how one is ~~able~~billed tofor ~~identify~~home ~~potential~~security ~~software~~with ~~products~~companies like ADT. A Microsoft Azure based version of Status Enterprise has been in development for several months and ~~components~~is ~~that~~now ~~are~~up ~~needed~~and byrunning ~~industry,~~at a Beta level. This system will be branded and ~~produce~~used ~~those~~for ~~products~~the Monitor Sensing data coming in from customers using the sensors and gateways. B-Scada will use online advertising for ~~market~~pulling in web traffic to the website. ~~These~~The ~~components~~website will ~~feed~~have ~~our~~product ~~technology~~information, ~~base~~case studies and the ~~relationships~~ability ~~developed~~to order online which will be integrated with an online store from eBay. Web ads will be placed with Google, Bing and LinkedIn. Ads will navigate back to the ~~consulting~~main sensor web site. Mass e-mails will ~~provide~~be ~~potential~~done ~~sales~~to ~~channels~~our e-mail contacts, but over time this is becoming less and ~~additional~~less ~~licensing~~effective. We will be mailing traditional flyers to companies and ~~OEM~~these ~~agreements~~companies could white label our solution and brand it as their own. Companies who could use this technology include plumbing and building contractors and commercial farming applications. Companies that install data centers and marinas could also leverage this technology. The IoT Platform will continue to usbe promoted to those looking for monitoring and analytics solutions for remote sources of data coming from other sources of data. We will also more actively pursue Smart Cities as a viable vertical for our platform.

~~Market~~Development ~~Information~~Services and Support

~~Our~~B-Scada ~~immediate~~has ~~industry~~been ~~focus~~recognized ~~relates~~as a leading edge software development firm. We are often asked to provide software development services, graphics design and consulting as part of the ~~following~~technology ~~verticals:~~licensing agreements we sign with our customers.

~~Enterprise~~By ~~Data~~providing ~~Management,~~a ~~Petrochemical,~~limited ~~Building~~amount ~~Automation~~of consulting services, ~~Power~~B-Scada ~~Transmission~~is able to identify potential software products and ~~Distribution,~~components ~~Water~~that are needed by industry and ~~Wastewater,~~produce ~~Manufacturing,~~those ~~Transportation~~products for market. These components will feed our technology base and ~~Logistics,~~the relationships developed from the consulting will provide potential sales channels and ~~Emissions~~additional ~~Monitoring~~licensing and original equipment manufacturer (“OEM”) agreements to us.

~~Industrial~~Raw ~~Automation~~Materials and ~~Control Systems~~Suppliers

~~Our~~Since ~~team~~our ~~had~~products ~~experience~~are ~~with~~principally ~~Rockwell~~intellectual ~~Automation~~property, raw material sources and asavailability ~~such~~are wenot ~~have~~significant ~~experience~~to us. We will, however, be in ~~SCADA~~competition ~~solutions~~with ~~for~~all ~~heavy~~other ~~industrial~~technology firms in attracting and ~~commercial~~retaining ~~applications.~~software Weengineering ~~released~~talent ~~the~~for ~~new~~Microsoft ~~product~~Windows indevelopers, ~~this~~particularly ~~vertical~~those involved in ~~January~~.NET ~~2009~~development. ~~and~~These ~~have~~resources ~~already~~are ~~licensed~~in ~~some~~extremely ofhigh ~~our~~demand ~~technology~~and tocompetition ~~companies~~for inthese ~~this~~resources ~~space~~is significant.

2Limited Customer Base

~~Raw~~We ~~Materials~~have numerous customers using our products. While all customers are important to our success, a few significant customers comprise the majority of our revenue. In fiscal 2015 four customers generated 21%, 19%, 15%, and ~~Suppliers~~11% of our revenues and in fiscal 2014 three customers generated 41%, 17%, and 11% of our revenues. The loss of any of these customers could have a material effect on our business, financial condition and results of operations. While we endeavor to retain the customers we have and seek to broaden our customer base, there is no assurance that we will succeed in doing so.

~~Since~~Protection ~~our~~of ~~products~~Intellectual are principally intellectual property, raw material sources and availability are not significant to us. We will, however, be in competition with all other technology firms in attracting and retaining software engineering talent for Microsoft Windows developers, particularly those involved in .NET development. These resources are in extremely high demand and competition for these resources is significant.Property

~~Limited~~We ~~Customer~~own ~~Base~~trademarks for our logos and product names. We will consider patent applications as they are warranted and our resources allow. Our future success and our ability to compete may greatly depend on our proprietary technology. We therefore rely on trade secret laws, together with non-disclosure agreements and licensing agreements to establish and protect whatever proprietary rights that we may have.

WeGovernment ~~have~~Approval numerous customers using our products. While all customers are important to our success, a few significant customers comprise the majority of our revenue. In fiscal 2014 three customers generated 41%, 17% and 11% of our revenues and in fiscal 2013 four customers generated 22%, 14%, 14% and 11% of our revenues. The loss of any of these customers could have a material effect on our business, financial condition and results of operations. While we endeavor to retain the customers we have and seek to broaden our customer base, there is no assurance that we will succeed in doing so.Regulation

~~Protection~~Our ofproducts ~~Intellectual~~and ~~Property~~services do not require government approval and are not regulated by the government.

WeCost ~~own trademarks for our logos~~ and ~~product~~Effects ~~names.~~of WeCompliance will consider patent applications as they are warranted and our resources allow. Our future success and our ability to compete may greatly depend on our proprietary technology. We therefore rely on trade secret laws, together with ~~non-disclosure~~Environmental ~~agreements and licensing agreements to establish and protect whatever proprietary rights that we may have.~~Laws

~~Government~~We ~~Approval~~do ~~and~~not ~~Regulation~~have any material costs or involvement with compliance with environmental laws.

~~Our products and services do not require government approval and are not regulated by the government.~~7

~~Cost and Effects of Compliance with Environmental Laws~~Employees

We dohave ~~not~~fifteen ~~have~~full-time ~~any~~employees, ~~material~~which ~~costs~~includes orsix ~~involvement~~programmer ~~with~~product ~~compliance~~developers, ~~with~~one ~~environmental~~graphic ~~laws~~designer, two sales and marketing representatives, four quality assurance representatives, one Chief Financial Officer and one Chief Executive Officer.

~~Employees~~Item 1A. Risk Factors

WeThe ~~have~~information ~~nineteen~~to ~~full-time~~be ~~employees,~~reported ~~which~~under ~~includes~~this ~~six~~item ~~programmer~~is ~~product~~not ~~developers,~~required ~~one~~of ~~graphic~~smaller ~~designer,~~reporting ~~three sales and marketing representatives, six quality assurance representatives, one General Manager/QS Manger, one Chief Financial Officer and one Chief Executive Officer~~companies.

Item 1A1B. ~~Risk~~Unresolved ~~Factors~~Staff Comments

~~The~~Not ~~information to be reported under this item is not required of smaller reporting companies~~applicable.

Item 2. Properties

Description of Properties

Our U.S. executive offices and research and development facilities are located in Crystal River, Florida. We purchased a new office facility and incurred a mortgage in the amount of $127,500 for a 4,000 square foot office and research facility ~~and terminated our month to month lease for the 2,000 square foot office~~. This facility is sufficient for the expansion of employees hired in 2014 and our additional foreseeable needs. This purchase has reduced our monthly payments for commercial space and added an asset to our balance sheet.

~~Item~~Our 3office in Spain is located in Cartagena, Murcia. ~~Legal~~We ~~Proceedings~~sublease the office from an entity related to the two principal employees in Spain. The sublease is for an initial five-year period ending October 31, 2019 with the option for annual renewals thereafter. Base rent is $1,190 (€1,050) per month for the first fourteen months and increases to $1,430 (€1,260) per month for the remainder of the term. There is an annual escalation based on the Spanish National General Index of Consumer Prices and we are responsible for the related costs, such as, taxes, utilities and maintenance.

~~The~~Item ~~Company~~3. isLegal ~~not a party to, and its property is not the subject of, any pending legal proceedings.~~Proceedings

~~Item~~The 4.Company ~~Mine~~is ~~Safety~~not ~~Disclosures~~a party to, and its property is not the subject of, any pending legal proceedings.

~~Not~~Item ~~applicable~~4. Mine Safety Disclosures

3Not applicable.

~~Part II~~8

~~Item~~Part ~~5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~II

~~Currently~~Market our Common Stock is quoted on the Over the Counter Bulletin Board (OTCBB) under the symbol SCDA. The reported high and low sales prices for the common stock as reported on the OTCBB are shown below for the periods indicated. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.Information

	High		Low
2013
First quarter ended January 31, 2013		.06		.06
Second quarter ended April 30, 2013		.17		.17
Third quarter ended July 31, 2013		.25		.25
Fourth quarter ended October 31, 2013		.21		.21
2014
First quarter ended January 31, 2014		.40		.35
Second quarter ended April 30, 2014		.39		.39
Third quarter ended July 31, 2014		.47		.47
Fourth quarter ended October 31, 2014		.435		.435

Currently our Common Stock is quoted on the Over the Counter Bulletin Board (“OTCBB”) under the symbol SCDA. The reported high and low sales prices for the common stock as reported on the OTCBB are shown below for the periods indicated. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.

As of October 31, 2014, Olde Monmouth Stock Transfer confirmed there were 136 holders of record owners of our common stock.


	High		Low
2014
First quarter ended January 31, 2014		$.40		$.35
Second quarter ended April 30, 2014		$.39		$.39
Third quarter ended July 31, 2014		$.47		$.47
Fourth quarter ended October 31, 2014		$.435		$.435

2015
First quarter ended January 31, 2015		$.475		$.475
Second quarter ended April 30, 2015		$.34		$.34
Third quarter ended July 31, 2015		$.30		$.30
Fourth quarter ended October 31, 2015		$.25		$.22

~~Dividends~~As ~~and~~of ~~Dividend~~October ~~Policy~~31, 2015, Olde Monmouth Stock Transfer confirmed there were 131 holders of record owners of our common stock.

WeDividends ~~have never paid dividends on our Common Stock~~ and ~~our~~Dividend ~~present policy is to retain anticipated future earnings for use in our business.~~Policy

~~Purchases~~We ofhave ~~Equity~~never ~~Securities~~paid bydividends ~~the~~on ~~Issuer~~our Common Stock and ~~Affiliated~~our ~~Purchasers~~present policy is to retain anticipated future earnings for use in our business.

~~None.~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers

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

~~The~~Securities ~~following~~Authorized ~~table sets forth securities authorized~~ for ~~issuance~~Issuance ~~as of October 31, 2014~~ under ~~any~~Equity ~~equity~~Compensation ~~compensation plans, none of which has been approved by our stockholders.~~Plans

~~Equity~~None ~~Compensation Plan Information~~

~~Plan~~Recent ~~category~~Sales ~~Number~~ of ~~securities~~Unregistered to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) NoneSecurities

*There iswere no ~~formal~~issuances ~~equity compensation plan, so there is no specific number~~ of ~~shares~~our ~~available~~common ~~for~~stock ~~future~~in ~~issuance. Our~~the ~~authorized,~~4th ~~but~~quarter ~~unissued and unreserved shares~~ of ~~Common~~fiscal ~~Stock total 72,756,586 shares~~2015.

4Item 6. Selected Financial Data.

~~Recent~~The ~~Sales~~information to be reported under this item is not required of ~~Unregistered~~smaller ~~Securities~~reporting companies.

Effective as of August 6, 2014, we entered into a Stock Purchase Agreement with Yorkmont Capital Partners, L.P. (“Yorkmont”) pursuant to which Yorkmont purchased 2,424,242 shares of our common stock for an aggregate purchase price of $800,000 ($0.33 per share). The 2,424,242 shares of the Company’s Common Stock issued to Yorkmont were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) afforded by Section 4(a)(2) of the Act based upon Yorkmont’s representations to the Company concerning its knowledge and experience in financial, tax and business matters, its ability to evaluate the risks and merits of an investment in such shares, its ability to bear the economic risk of the investment in the shares and that it was acquiring the shares for investment and not with a view to, or for resale in connection with any distribution of such shares. The Company further did not offer the shares by any form of general solicitation.9

Item 67. ~~Selected~~Management’s Discussion and Analysis of Financial ~~Data.~~Condition and Results of Operations

The ~~information~~following todiscussion of our results of operations should be ~~reported~~read ~~under~~together with our financial statements and the related notes, included elsewhere in this ~~item~~report. isThe ~~not~~following ~~required~~discussion contains forward-looking statements that reflect our current plans, estimates and beliefs and involves unknown risks and uncertainties. Examples of ~~smaller~~forward-looking ~~reporting~~statements ~~companies~~include: projections of capital expenditures, competitive pressures, revenues, growth prospects, product development, financial resources and other financial matters. You can identify these and other forward-looking statements by the use of words such as “may,” “will,” “should,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential” or the negative of such terms, or other comparable terminology. Our actual results may differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Annual Report on Form 10-K.

~~Item~~Executive ~~7. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~Summary

~~The~~B-Scada, ~~following~~Inc. ~~discussion~~(“we,’’ of“B-Scada,” “us,” “our”) ~~results~~is ofin ~~operations~~the ~~should~~business beof ~~read~~developing ~~together~~software ~~with~~and ~~our~~hardware ~~financial~~products ~~statements~~for ~~and~~ the ~~related~~visualization ~~notes,~~and ~~included~~monitoring ~~elsewhere~~of data in ~~this~~residential, ~~report.~~commercial ~~The~~and ~~following~~heavy ~~discussion~~industries. ~~contains~~Since ~~forward~~2003, B-~~looking~~Scada's ~~statements~~focus ~~that~~on ~~reflect~~user ~~our~~interface ~~current~~design ~~plans,~~solutions ~~estimates~~for ~~and~~Windows ~~beliefs~~ and ~~involves~~web ~~unknown~~applications ~~risks~~has ~~and~~given ~~uncertainties.~~us ~~Examples~~a ofunique ~~forward-looking~~perspective ~~statements~~and ~~include:~~insight ~~projections~~into ofthe ~~capital~~data ~~expenditures,~~visualization ~~competitive~~market. Our ~~pressures,~~software ~~revenues,~~solutions ~~growth~~are ~~prospects,~~reducing ~~product~~resource ~~development~~consumption, ~~financial~~increasing ~~resources~~productivity and ~~other~~improving ~~financial~~safety ~~matters.~~all ~~You~~over ~~can identify these and other forward-looking statements by~~ the ~~use~~world ofin ~~words~~industries ~~such~~like ~~as “may~~manufacturing,” ~~“will,”~~building ~~“should~~automation,” ~~“plans,”~~water ~~“anticipates~~treatment,” ~~“believes,”~~energy ~~“estimates~~management,” ~~“predicts,”~~and ~~“intends,”~~other ~~“potential”~~fields orof ~~the~~business ~~negative~~relying ofon ~~such~~real-time ~~terms,~~data orvisualization ~~other~~and ~~comparable~~analytics ~~terminology.~~to ~~Our~~manage ~~actual~~their ~~results~~processes. ~~may~~With ~~differ~~a ~~materially~~background ~~from~~in ~~those~~heavy ~~discussed~~industrial insoftware ~~the~~technology, ~~forward~~B-~~looking~~Scada ~~statements.~~has ~~Factors~~pushed ~~that~~beyond ~~could~~the ~~cause~~traditional orboundaries ~~contribute~~of toSCADA ~~such~~(Supervisory ~~differences~~Control ~~include~~and ~~those~~Data ~~discussed~~Acquisition) ~~below~~to ~~and~~bring ~~elsewhere~~our intechnology ~~this~~to ~~Annual~~light ~~Report~~industrial, oncommercial ~~Form~~and ~~10-K~~residential customers as well.

~~Executive~~From ~~Summary~~machine-level HMI software to enterprise-level SCADA software, B-Scada leverages the latest technology and industry standards to provide powerful, stable, and modern solutions to its customers. B-Scada also has IoT (Internet of Things) cloud-based and on premise solutions, that allow users to create powerful customized applications for Smart Cities and remote monitoring. B-Scada’s team of developers and designers have provided world-class service and consultation to customers in a wide range of vertical markets.

~~Since~~From ~~2003~~machine-level HMI software to enterprise-level SCADA software, ~~our~~B-Scada ~~experience~~leverages inthe ~~building~~latest technology and ~~deploying~~industry ~~HMI~~standards to provide powerful, stable, and modern solutions to its customers. B-Scada also has IoT (~~Human~~Internet ~~Machine~~of ~~Interface~~Things) cloud-based and ~~SCADA~~on ~~(Supervisor~~premise ~~Control~~solutions, that allow users to create powerful customized applications for Smart Cities and ~~Data~~remote ~~Acquisition)~~monitoring. ~~Systems~~B-Scada’s ~~has~~team ~~given~~of usdevelopers aand ~~unique~~designers ~~perspective~~have provided world-class service and ~~insight~~consultation ~~into~~to ~~new~~customers ~~data~~in ~~visualization~~a ~~possibilities~~wide ~~with~~range ~~emerging~~of ~~technologies.~~vertical markets.

WeOverall ~~specialize~~Strategic in the compelling visualization of real-time data. B-Scada has produced exceptional data visualization solutions for manufacturing, power and utilities, petro chemical, emissions monitoring, building automation and other fields of business making use of HMI and SCADA software products. Goals

Our ~~in-house~~goal ~~expertise~~is to become a leading supplier of data visualization and ~~experience~~analytics ~~has~~to ~~provided~~industry. usUsing some of the ~~opportunity~~best totalent ~~partner~~in ~~with~~the ~~companies~~industry, ~~from~~we build our monitoring systems in house and sell them into various vertical markets worldwide including building automation, petro chemical, transportation, electricity distribution and ~~assist~~EPA ~~them~~emissions inmonitoring. ~~developing~~Smaller ~~custom~~firms ~~solutions~~and ~~that~~Fortune ~~meet~~500 ~~their~~companies ~~specific~~have ~~needs.~~recognized ~~Our~~the ~~goal~~talent isof toour ~~help~~technical staff and the unique capabilities of our ~~clients~~technology. ~~transfer~~This ~~their~~has ~~real-time~~given ~~production~~us ~~and~~the ~~operational~~ability ~~data~~to ~~into~~license ~~actionable~~portions ~~information~~of ~~through~~our ~~graphically-compelling,~~technology ~~functional,~~to ~~and~~other ~~intuitive~~companies ~~user~~to ~~interfaces~~use in their software systems.

~~Overall~~Products ~~Strategic~~and ~~Goals~~Services

Our ~~goal~~technology isteam tohas ~~become~~extensive aexperience ~~leading~~in ~~supplier~~software ofdesign ~~HMI~~ and ~~SCADA~~development ~~systems~~and tohas ~~industry.~~designed, ~~Using~~built ~~some~~and ofdelivered, ~~the~~over ~~best talent in~~ the ~~industry~~years, weworld-class ~~build~~software ~~our~~solutions ~~monitoring~~for ~~systems~~numerous ~~in house and sell them into various~~ vertical markets. ~~worldwide~~In ~~including~~addition ~~building~~to ~~automation,~~software ~~petro chemical~~development, ~~transportation,~~we ~~electricity~~also ~~distribution~~derive ~~and~~income ~~EPA~~from ~~emissions monitoring. Smaller firms and Fortune 500 companies have recognized~~ the ~~talent~~sale of ~~our~~wireless ~~technical~~sensors, ~~staff~~consulting ~~and~~services, ~~the~~graphic ~~unique~~design ~~capabilities~~and ofcontract ~~our~~development ~~technology.~~that ~~This~~we ~~has~~offer ~~given~~hand usin ~~the~~hand ~~ability~~with ~~to license portions of~~ our ~~technology to other companies to use in their~~ software ~~systems~~solutions.

~~Products and Services~~10

~~Our~~Product technology team has extensive experience in software design and development and has designed, built and delivered, over the years, world-class software solutions for numerous vertical markets. In addition to software development, we also derive income from consulting services, graphic design and contract development that we offer hand in hand with our software solutions.Description

5Our Status product line falls into the category of SCADA (Supervisory Control and Data Acquisition) or HMI (Human Machine Interface) software. In addition, our technology is hosted providing an Internet of Things (IoT) platform for monitoring of industrial and commercial data.

~~Product~~The ~~Description~~Status family of products are a powerful data visualization software package that allows the user to create highly graphical screens and connect the controls on the screens to real-time data. The screens can then be published and viewed by anyone within the company or from the web. The system includes alarming, reporting, workflow, data modelling and calculation services. Users can use a Windows client or any HTML5 enabled device to access the system.

‘Status ~~Machine~~has ~~Edition’~~built-in ~~was~~connectivity ~~released~~to inreal-time ~~January~~OPC ~~2009~~(Open asProcess anControl) ~~industrial~~data ~~control~~(including OPCUA (Unified Architecture)) and ~~monitoring~~can ~~application~~very ~~for~~easily ~~heavy~~be ~~industry~~extended ~~and~~to bind to other types of data. OPC data is primarily used in the manufacturing and process control industries. ~~'Status~~The ~~Enterprise'~~market appeal for Status is its ability to connect to a ~~supervisory~~variety ~~level~~of ~~version~~data from hundreds of ~~Machine~~data ~~Edition~~sources ~~which~~and ~~was~~display ~~released~~that data in ~~January~~real ~~2014~~time.

~~The~~ ‘Status ~~products~~Machine ~~fall~~Edition’ ~~into~~was ~~the~~released ~~category~~in ofJanuary a2009 ~~SCADA~~as ~~(Supervisory~~an ~~Control~~industrial control and ~~Data~~monitoring ~~Acquisition)~~application orfor ~~HMI~~heavy ~~(Human~~industry and manufacturing. 'Status Enterprise' is a supervisory level version of Machine ~~Interface)~~Edition ~~software~~which ~~application~~was released in January 2014.

~~The~~While Status ~~family~~Enterprise has been deployed internally behind the firewall of ~~products~~corporate ~~are~~networks, ait ~~powerful~~can ~~data~~also ~~visualization~~be ~~software~~installed ~~package~~on ~~that~~hosted ~~allows~~servers on the ~~user~~web. toThis ~~create~~allows ~~highly~~users ~~graphical~~to ~~screens~~bring ~~and~~data ~~connect~~into the ~~controls~~system onfrom many different devices located anywhere. The HTML 5 support allows the ~~screens~~data to ~~real~~be visualized on almost any device. As such, Status Enterprise is a true IoT (Internet of Things) platform. Starting in February of 2015, B-~~time~~Scada ~~data~~has begun to present Status Enterprise as an IoT platform known as VoT (Virtualization of Things). The ~~screens~~intent ~~can~~of ~~then~~this beplatform ~~published~~is ~~and~~to ~~viewed~~open byadditional ~~anyone~~markets ~~within~~to ~~the~~B-Scada ~~company~~products, ormarkets ~~from~~that ~~the~~may ~~web~~not be realized if our systems were marketed as SCADA only.

~~Status~~Through ~~has~~the ~~built-in~~various ~~connectivity~~Internet toof ~~real-time~~Things ~~OPC~~trade ~~(Open~~shows ~~Process~~attended ~~Control)~~by ~~data~~B-Scada ~~(including~~during ~~OPCUA~~the ~~(Unified~~year ~~Architecture))~~a ~~and~~number ~~can~~of ~~very~~observations ~~easily~~have bebecome ~~extended~~apparent. toIoT ~~bind~~customers toare ~~other~~looking ~~types~~for ofcomplete ~~data~~solutions. ~~OPC~~This ~~data~~includes isthe ~~primarily~~monitoring ~~used~~software, inhardware ~~the manufacturing~~ and ~~process~~consulting ~~control~~services ~~industries. The market appeal~~ for ~~Status~~a ~~Machine~~turnkey ~~Edition~~system. isIn ~~its~~order ~~ability~~ to ~~connect~~address tothis aB-Scada ~~variety~~has ofstarted ~~OPC~~the ~~servers~~process ~~and~~of ~~display~~providing ~~real-time~~its ~~data~~own ~~from~~sensors ~~hundreds~~to ofthe ~~data~~IoT ~~sources~~market.

We have attracted a number of resellers and system integrators that are now promoting and using ‘the Status ~~Machine~~product ~~Edition’~~line in commercial settings. We believe that this will result in greater sales and distribution of our software through retail outlets and to original equipment manufacturers (“OEM”s). We are also targeting potential customers to offer customized applications to meet their industry requirements. Status Machine Edition is now being used to monitor one of the largest subway systems in the world in Seoul, South Korea. Status monitors HVAC performance in pharmaceutical manufacturing facilities, electricity distribution, mining equipment and furniture manufacturing. Status is used in various monitoring applications in numerous verticals in the United States and around the world in numerous countries including Germany, Sweden, Taiwan, Kuwait, Malaysia, Chile, Canada, United Kingdom, Italy, Turkey, South Africa, Russia and France.

WeB-Scada ~~are~~technology onis ~~target~~used to ~~release~~monitor aone ~~significant addition to our SCADA software offering at the end~~ of the ~~year.~~largest ~~Status~~subway ~~Enterprise~~systems ~~will~~in ~~provide~~the ~~greater~~world ~~scalability~~in Seoul, ~~data~~South ~~modeling and support for HTML 5 and mobile devices~~Korea. WeThe dosystem ~~not~~monitors ~~expect~~building ~~this~~automation ~~product~~performance toelectricity ~~start~~distribution, ~~generating~~mining, ~~additional~~manufacturing, ~~revenue~~aquaculture ~~until~~and ~~the~~petrochemical ~~end~~and ofis ~~2014,~~also asused ~~the sales cycles~~ for ~~SCADA~~line ~~products~~of isbusiness ~~often several months or more~~applications.

~~Consulting~~B-Scada Systems are used in the United States and around the world in numerous countries including Germany, Sweden, Taiwan, Kuwait, Malaysia, Chile, Canada, United Kingdom, Italy, Turkey, South Africa, Russia and France.

In addition to sales of the Status products, we generate revenue by providing consulting services to companies that wish to extend and customize our technology. We provide .Net development and screen design services. We also offer training and graphic design services and produce 3D models of equipment and machinery for use in mimics. Consulting

~~Technology~~In ~~Licensing~~ addition to sales of the Status products, we generate revenue by providing consulting services to companies that wish to extend and customize our technology. We provide .Net development and graphic design services. We also offer training on our systems.

In addition to selling our own software products, we also license the technology we have developed to other software companies. Long-term licenses to multinational software companies are a major part of our business. The lead time for our engineers to work with theirs in developing successful integration of our software with their future products is fairly long - from nine months to two years - but the result is a multiyear high revenue license providing substantial income for us for years to come. We have several such agreements in place with Fortune 500 companies, and numerous agreements with smaller firms.11

~~The~~Technology products developed using B-Scada’s technology include industrial automation solutions, medical applications for use in hospitals, smart grid, HVAC and line of business applications. The relationships established through licensing are very strategic and may lead to acquisitions to prevent competitive companies from having the same strategic benefits.Licensing

~~Growth~~In ~~Strategy~~addition to selling our own software products, we also license the technology we have developed to other software companies. Long-term licenses to multinational software companies are a major part of our business. The lead time for our engineers to work with theirs in developing successful integration of our software with their future products is fairly long - from nine months to two years - but the result is a multiyear high revenue license providing substantial income for us for years to come. We have several such agreements in place with Fortune 500 companies, and agreements with smaller firms.

~~B-Scada~~The ~~software~~products ~~can~~developed ~~collect~~using ~~vital~~B-Scada’s ~~information~~technology ofinclude ~~what~~industrial isautomation ~~happening~~solutions, ~~with~~medical ~~the~~applications, ~~system~~smart ~~it is monitoring. This data can be very valuable for such activities as scheduling~~grid, ~~predictive~~building ~~maintenance~~automation and ~~manufacturing~~line ~~execution~~of ~~as well as providing for real-time~~ business ~~process management data to executive-level personnel~~applications. ~~Our~~The ~~growth~~relationships ~~strategy~~established isthrough tolicensing ~~grow~~are ~~our~~very ~~software~~strategic ~~offerings beyond SCADA~~ and ~~provide a more complete and valuable offering to our customers. These additional software products~~ may belead ~~developed in house as the company grows, or added through a business acquisition. Additional capital may be needed~~ to ~~finance~~acquisitions ~~such an acquisition, either through debt or equity public or private offerings. There is no assurance that we will be able~~ to ~~raise~~prevent ~~capital~~competitive incompanies anfrom ~~amount~~having ~~necessary~~the tosame ~~finance~~strategic ~~such acquisition or on acceptable terms~~benefits.

6Growth Strategy

~~One new area~~ B-Scada software can collect vital information of what is ~~looking~~happening atwith the system it is ~~IoT~~monitoring. ~~(Internet~~This ofdata ~~Things)~~can be very valuable for such activities as scheduling, predictive maintenance and manufacturing execution as well as providing for real-time business process management data to executive-level personnel. ~~The~~Our growth strategy is to grow our software offerings beyond SCADA and provide a more complete and valuable offering to our customers. These additional software products wemay ~~offer~~be ~~fit~~developed ~~very~~in ~~well~~house ~~with~~as ~~this~~the ~~new~~company ~~growth~~grows, ~~industry~~or added through a business acquisition. InAdditional ~~2015~~capital may be needed to finance such an acquisition, either through debt or equity public or private offerings. There is no assurance that, if needed, we will be ~~launching~~able ~~new~~to ~~marketing~~raise ~~and~~capital ~~product~~in ~~initiatives~~an inamount ~~this~~necessary ~~space~~to ~~using~~finance ~~our~~such ~~existing~~acquisition ~~technology.~~or finance such acquisition on acceptable terms.

~~Revenue~~One ~~Strategy~~new area B-Scada is looking at is IoT (Internet of Things). The software products we offer fit very well with this new growth industry. In 2015 we have started new marketing and product initiatives in this space using our existing technology. From various trade shows we have attended, it has become obvious that many potential IoT customers are looking for turnkey solutions and do not want to develop them themselves. In line with meeting these needs, we plan on offering additional products alongside our software, including sensors, and will be expanding our efforts to partner with other companies in the IoT space to help deliver more complete solutions to the market.

WeOn ~~are~~May ~~currently~~1, ~~generating~~2015, ~~revenues~~B-Scada bysigned ~~licensing~~an ~~portions~~agreement ofwith ~~our~~an ~~technology~~electronic tomanufacturing ~~different~~firm ~~software~~for ~~companies,~~the ~~technology~~development ~~they~~of ~~use~~B-Scada insensors. ~~their~~As ~~software~~mentioned, ~~products.~~it ~~These~~has become apparent that customers are ~~long~~looking ~~term~~for ~~arrangements~~a ~~providing~~complete ~~consistent~~IoT ~~annual~~solution ~~revenue~~instead of trying to ~~B-Scada~~piece together a solution from various vendors. WeWhile ~~also~~some ~~sell~~sensor ~~our~~companies ~~SCADA~~have software ~~products~~for toviewing ~~system~~their ~~integrators~~sensor ~~and~~data, ~~commercial~~the ~~customers~~software ~~for~~is ~~visually~~very ~~monitoring~~limited in its abilities and ~~archiving~~can ~~their~~only ~~industrial~~be used with data from that one company. ~~Often,~~B-Scada wesoftware ~~are~~will ~~asked~~be able to ~~provide~~work ~~technical~~with ~~expertise~~B-Scada insensors ~~the~~as ~~form~~well as sensors and hardware from hundreds of ~~software~~other ~~development~~companies, ~~graphics~~allowing ~~design~~for ~~and~~the ~~consulting~~development ~~services~~of ~~along~~a ~~with~~sophisticated ~~the~~system ~~software~~aggregating wedata ~~provide~~from ~~our~~many different hardware sources into custom solutions for commercial and industrial customers.

WeB-Scada currently ~~sell~~has ~~our~~companies ~~products~~that ~~directly~~are ~~over~~evaluating ~~the~~Status ~~Internet~~Enterprise ~~from~~as ~~our~~a ~~website~~data visualization solution to be marketed and ~~through~~sold ~~resellers~~with totheir ~~end~~existing ~~users~~hardware and/or ~~system~~software ~~integrators~~products. ~~Our~~There ~~IoT~~is ~~initiatives~~some ~~include~~integration ~~offering~~work ~~hosted~~required ~~services~~before ~~through~~these asystems ~~SAAS~~will ~~(Software~~be asavailable aon ~~Service)~~the ~~model.~~market, but the opportunities look promising.

~~Critical~~Revenue ~~Accounting Policies and Estimates~~Strategy

~~Our~~We ~~financial~~sell ~~statements~~our ~~are~~SCADA ~~prepared~~software inproducts ~~accordance~~to ~~with~~system ~~U.S.~~integrators ~~Generally~~and ~~Accepted~~commercial ~~Accounting~~customers ~~Principles~~for ~~(GAAP).~~visually ~~The~~monitoring ~~preparation~~and ofarchiving ~~the~~their ~~financial~~industrial ~~statements~~data. ~~requires~~Often, uswe toare ~~make~~asked ~~estimates~~to ~~and~~provide ~~assumptions~~technical ~~that~~expertise ~~affect~~in the ~~reported~~form ~~amounts~~ of ~~assets,~~software ~~liabilities~~development, ~~revenues,~~graphics ~~expenses,~~design and ~~related~~consulting ~~disclosures.~~services ~~Though~~along with the software we ~~evaluate~~provide our ~~estimates~~customers. ~~and~~We ~~assumptions~~currently onsell anour ~~ongoing~~SCADA ~~basis,~~products directly over the Internet from our ~~actual~~website ~~results~~and ~~may~~through ~~differ~~resellers ~~from~~to ~~these~~end ~~estimates~~users and system integrators.

~~Certain~~Our ofIoT ~~our~~initiatives ~~accounting~~include ~~policies~~offering ~~that~~hosted weservices ~~believe~~through ~~are~~a ~~the~~SAAS ~~most~~(Software ~~important~~as toa ~~the~~Service) ~~portrayal~~model. ofThis ~~our~~opens ~~financial~~up ~~condition~~B-Scada ~~and~~to ~~results~~a ofmuch ~~operations~~larger market than SCADA alone and ~~that~~provides ~~require~~additional ~~management’s~~revenue ~~subjective~~streams ~~judgments~~using ~~are~~technology ~~described~~already ~~below~~developed toby ~~facilitate~~B-Scada. These ahosted ~~better~~offerings ~~understanding~~will ofbe ~~our~~driven ~~business~~by ~~activities.~~the Wesale ~~base~~of ~~our~~lightweight ~~judgments~~commercial onsensors ~~our~~owned ~~experience~~by B-Scada and ~~assumptions~~sold ~~that~~to wethe ~~believe~~market ~~are~~through ~~reasonable~~online ~~and~~sales, ~~applicable~~resellers, ~~under~~retailers ~~the~~and ~~circumstances.~~system integrators.

Revenue Recognition - Our revenues are recognized in accordance with FASB ASC Topic 985-605 “Revenue Recognition” for the software industry. Revenue from the sale of software licenses is recognized when standardized software modules are delivered to and accepted by the customer, the license term has begun, the fee is fixed or determinable and collectability is probable. Revenue from software maintenance contracts and Application Service Provider (“ASP”) services are recognized ratably over the lives of the contracts. Revenue from professional services is recognized when the service is provided.12

We ~~enter~~are ~~into~~currently ~~revenue~~generating ~~arrangements~~revenues inby ~~which~~licensing aportions ~~customer~~of ~~may~~our ~~purchase~~technology ato ~~combination~~different of software, ~~maintenance and support~~companies, ~~and~~which ~~professional~~technology ~~services~~they ~~(multiple-element~~in ~~arrangements). When~~turn ~~vendor-specific~~use ~~objective~~in ~~evidence~~their ~~(“VSOE”)~~software ~~of fair value exists for all elements, we allocate revenue to each element based on the relative fair value of each of the elements~~products. ~~VSOE~~ ofThese ~~fair~~license ~~value~~agreements ~~is established by the price charged when that element is sold separately. For maintenance and support, VSOE of fair value is established by renewal rates, when they~~ are ~~sold~~long ~~separately. For~~term arrangements ~~where~~providing ~~VSOE~~consistent of fair value exists only for the undelivered elements, we defer the full fair value of the undelivered elements and recognize the difference between the total arrangement fee and the amount deferred for the undelivered items as revenue, ~~assuming~~to ~~all other criteria for revenue recognition have been met~~B-Scada.

~~Results~~Critical ofAccounting ~~Operations~~Policies and Estimates

~~The~~Our ~~following~~financial ~~tables~~statements ~~set~~are ~~forth,~~prepared ~~for~~in ~~the~~accordance ~~periods~~with ~~indicated,~~U.S. ~~certain~~Generally ~~items~~Accepted ~~from~~Accounting Principles (GAAP). The preparation of the financial statements ofrequires ~~operations~~us ~~along~~to ~~with~~make aestimates ~~comparative~~and ~~analysis~~assumptions ofthat ~~ratios~~affect the reported amounts of ~~costs~~assets, ~~and~~liabilities, revenues, expenses, toand ~~revenues~~related disclosures. Though we evaluate our estimates and assumptions on an ongoing basis, our actual results may differ from these estimates.

7Certain of our accounting policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s subjective judgments are described below to facilitate a better understanding of our business activities. We base our judgments on our experience and assumptions that we believe are reasonable and applicable under the circumstances.

~~Comparison~~Revenue Recognition - Our revenues are recognized in accordance with FASB ASC Topic 985-605 “Revenue Recognition” for the software industry. Revenue from the sale of software licenses is recognized when standardized software modules are delivered to and accepted by the ~~Fiscal~~customer, ~~Years~~the ~~Ended~~license ~~October~~term 31has begun, ~~2014~~the fee is fixed or determinable and ~~2013~~collectability is probable. Revenue from software maintenance contracts and Application Service Provider (“ASP”) services are recognized ratably over the lives of the contracts. Revenue from professional services is recognized when the service is provided.

	For the years ended October 31,
	2014			2013
			% of			% of
	Amounts		Revenues	Amounts		Revenues
Revenues
Technology licensing and support	$	1,803,622	89%	$	1,187,157	77%
Commercial software		233,950	11%		360,375	23%
Total revenues		2,037,572	100%		1,547,532	100%
Operating expenses:
Technology licensing and support		191,590	9%		140,987	9%
Commercial software		245,674	12%		180,819	12%
Sales and marketing		361,065	18%		238,372	15%
Research and development		115,496	6%		85,037	6%
General and administrative		570,567	28%		417,429	27%
Depreciation expense		11,944	--%		5,040	--%
Total operating expenses		1,496,336	73%		1,067,684	69%
Other (income) expenses		2,422	--		15,344	1%
Benefit from Income Taxes		(490,749)	(24)%		(406,744)	(26)%
Net Income	$	1,029,563	51%	$	871,248	56%
Basic earnings per common share	$	0.04		$	0.04
Diluted earnings per common share	$	0.04		$	0.04

We enter into revenue arrangements in which a customer may purchase a combination of software, maintenance and support, and professional services (multiple-element arrangements). When vendor-specific objective evidence (“VSOE”) of fair value exists for all elements, we allocate revenue to each element based on the relative fair value of each of the elements. VSOE of fair value is established by the price charged when that element is sold separately. For maintenance and support, VSOE of fair value is established by renewal rates, when they are sold separately. For arrangements where VSOE of fair value exists only for the undelivered elements, we defer the full fair value of the undelivered elements and recognize the difference between the total arrangement fee and the amount deferred for the undelivered items as revenue, assuming all other criteria for revenue recognition have been met.

~~Revenues~~Technology Development - We capitalize costs to develop technology for sale once technological feasibility is established. Costs incurred to establish technological feasibility are charged to expense when incurred. Capitalization of technology costs cease when the related products are available for sale and at this time the capitalized costs are amortized on a straight-line method over the remaining estimated economic life of the product.

~~Our~~Results ~~revenues for the year ended October 31, 2014 amounted to $2,037,572 compared to fiscal 2013 revenues~~ of ~~$1,547,532,~~Operations an increase of $490,040 (32%). In fiscal 2014, we had increases in technology licensing and support revenues of $616,465 which were offset by a decline in commercial software revenues of $126,425. This decline was expected. Demand for Microsoft Silverlight based products has decreased as Microsoft has announced that they will no longer be focusing on this technology as their main web strategy. Our Machine Edition product is Silverlight based and we have seen demand for this product drop. We are in the process of transitioning to Status Enterprise as our primary product focus. Status Enterprise was fully launched in the spring of 2014. With a nine month sales cycle, revenue from this product has just started to materialize. With the many pilot projects we have in place and growing interest in the system, commercial software sales are expected to increase in 2015.

WeThe ~~entered~~following ~~into~~tables ~~two~~set ~~new long-term licensing agreements at the end of the first quarter of fiscal 2013. In fiscal 2014~~forth, ~~while we did not enter into new licensing agreements, we are in discussions with new and current customers. Customer development services from existing licensees accounted~~ for ~~most of~~ the ~~increase~~periods inindicated, ~~technology~~certain ~~licensing~~items ~~and support revenues. Demand for these services looks to remain strong into the first half of 2015 at a minimum. We continue to implement our strategic goals to generate increased revenues~~ from the ~~sales~~consolidated ofstatements ~~our products and services, which accounted for the balance~~ of ~~our~~operations ~~revenue~~along ~~growth. Service~~with ~~revenues~~a ~~include~~comparative ~~revenues~~analysis ~~from fees charged for the implementation~~ of ~~our~~ratios ~~software products and training~~ of ~~customers~~costs ~~in the use of such products. We are currently selling our software over the internet~~ and ~~are~~expenses ~~marketing our products and services~~ to ~~companies which may want to license or joint venture some of our software applications~~revenues. We expect that new product and services revenue from our IoT initiatives will begin to influence our revenue towards the end of 2015. Revenue from our offices in Spain will be minimal for 2015 as it is the first year of operations, but are still expected to contribute to our overall revenue for the year.

8Comparison of the Fiscal Years Ended October 31, 2015 and 2014

Operating Expenses


	For the years ended October 31,
	2015			2014
			% of			% of
	Amounts		Revenues	Amounts		Revenues

Revenues
Technology licensing and support	$	1,750,753	90%	$	1,803,622	89%
Commercial software		184,715	10%		233,950	11%
Total revenues		1,935,468	100%		2,037,572	100%

Technology licensing and support costs and commercial software costs consist primarily of payroll and related expenses. Technology licensing and support costs amounted to $191,590 in the year ended October 31, 2014 compared to $140,987 in the year ended October 31, 2013 an increase of $50,603 (36%). Commercial software costs amounted to $245,674 in the year ended October 31, 2014 compared to $180,819 in the year ended October 31, 2013 an increase of $64,855 (36%). These increased costs result from our adding personnel to service our new business as well as the anticipated business from the release of Status Enterprise in January 2014.13

As a percentage of technology licensing and support revenues the related costs decreased to 11% in fiscal 2014 as compared to 12% of such revenues in fiscal 2013. Commercial software costs were 105% of commercial software revenues in fiscal 2014 compared to 50% in fiscal 2013. This was a result of our decrease in such revenues in fiscal 2014. Overall these costs represented 21% of revenues this period and 21% of fiscal 2013 revenues.


	For the years ended October 31,
	2015			2014
			% of			% of
	Amounts		Revenues	Amounts		Revenues

Operating expenses:
Technology licensing and support		282,876	15%		191,590	9%
Commercial software		450,034	23%		245,674	12%
Sales and marketing		600,544	31%		361,065	18%
Research and development		122,487	6%		115,496	6%
General and administrative		1,021,424	53%		570,567	28%
Depreciation expense		17,290	1%		11,944	--%
Total operating expenses		2,494,655	129%		1,496,336	73%

Other (income) expenses		3,365	--		2,422	--%
Benefit from Income Taxes		(164,331)	(8)%		(490,749)	(24)%

Net Income (Loss)	$	(398,221)	(21)%	$	1,029,563	51%

Net income per share - Basic and diluted	$	(0.01)		$	0.04

Sales and marketing costs have increased to $361,065 in the year ended October 31, 2014 from $238,372 in the year ended October 31, 2013, an increase of $122,693 (51%). Payroll and related costs increased to $204,617 from $150,580 and advertising and marketing increased to $100,472 from $61,460. As operations continue to improve we have increased our sales and marketing budget since we believe it is necessary to market our products and services in order to accomplish our plan for revenue growth. Revenues

~~Research~~Our ~~and~~revenues ~~development~~for ~~costs increased to $115,496 in~~ the year ended October 31, ~~2014~~2015 ~~from~~amounted to $851,~~037~~935,468 incompared ~~the~~to ~~year~~fiscal ~~ended~~2014 ~~October~~revenues ~~31,~~of ~~2013~~$2,037,572, ana ~~increase~~decrease of $30102,~~459~~104 (365%). ~~Research~~In ~~and~~fiscal ~~development~~2015, ~~payroll~~we ~~and~~had ~~related~~decreases ~~costs~~in ~~increase~~technology aslicensing weand ~~continuously~~support ~~work~~revenues onof ~~new~~$52,869 ~~features~~and ~~for~~commercial ~~our~~software ~~products.~~revenues of $49,235

~~General~~We ~~and~~have ~~administrative~~completed ~~costs~~the ~~increased~~process toof ~~$570,567~~transitioning into ~~the~~Status ~~year~~Enterprise ~~ended~~to ~~October~~be ~~31,~~our ~~2014~~primary ~~from~~product ~~$417,429~~focus. inStatus ~~the~~Enterprise ~~year~~was ~~ended~~fully ~~October~~launched ~~31,~~in ~~2013,~~the anspring ~~increase~~ of ~~$153,138 (37%)~~2014. ~~The~~Revenue ~~increase~~from ~~was~~this ~~primarily~~product ~~related~~started to ~~increases~~materialize intowards ~~payroll~~the ~~and~~end ~~related~~of ~~costs~~2014, ~~which~~but ~~increased~~has tonot ~~$285,398~~picked ~~from~~up ~~$210,060,~~steam ~~repairs~~as ~~and maintenance~~anticipated, ~~which~~primarily ~~increased~~due ~~$20,501,~~to ~~and~~the ~~professional~~loss ~~and~~of ~~consulting~~our ~~fees,~~petrochemical ~~which increased $35,787~~customers. ~~The~~We ~~increases~~are incurrently ~~payroll~~reevaluating ~~and~~our ~~professional~~product positioning and ~~consulting~~marketing ~~fees~~material ~~result~~to ~~from~~facilitate increased ~~costs~~product tosales. ~~administer~~IoT ~~our~~prospects ~~business~~for asthe itsystem ~~continues~~has tobeen ~~grow~~increasing ~~and~~due to ~~properly~~our ~~maintain~~surge ~~the~~in ~~financial~~marketing ~~records~~and ~~necessary~~tradeshow ~~for~~activities. ~~our~~We ~~periodic~~also ~~filings~~have ~~which~~a ~~are~~sensor ~~required~~manufacturer aswho ais ~~public~~now ~~company.~~piloting ~~The~~the ~~increased~~sale ~~repairs~~of hardware and ~~maintenance~~software ~~costs,~~bundles ~~which~~to ~~should~~its ~~be non-recurring~~customers, ~~relate~~including ~~primarily~~Status toEnterprise as the ~~relocation~~visualization tosolution. ~~our~~While ~~new~~there ~~office~~is ~~facility~~no inassurance ~~April~~regarding ~~2014. These~~the ~~relocation~~significance ~~cost~~of ~~increases~~future ~~were~~sales ~~offset~~growth, bywe aare ~~related~~reasonably ~~decrease~~confident inthat ~~rent~~the ~~expense~~system ofwill ~~$17,554~~be successful.

~~Depreciation~~Our ~~expense~~IoT ~~increased~~Platform tolaunched ~~$11,944~~this inspring ~~the~~has ~~year~~produced ~~ended~~some ~~October~~initial 31customer wins, ~~2014~~including ~~from~~an $5enterprise IT management solution for one of Taiwan's leading telecommunications companies,~~040~~ commercial office space monitoring in ~~the~~Africa ~~year~~and ~~ended~~solar ~~October~~panels ~~31,~~in ~~2013~~Singapore. ~~primarily~~Status ~~due~~Enterprise tohas ~~the~~also ~~purchase~~had customer wins including a deployment in South America for one of the world's largest copper producers. United States deployments include monitoring irrigation systems at a public University campus and ~~improvements~~multiple ~~made~~deployments tofor commercial boilers and aquaculture. B-Scada has also established relationships with a leading hardware provider who will start bundling our ~~new~~software ~~office~~with ~~facility~~its hardware in Q2 2016.

~~Other~~Our ~~Income~~plans for 2015-2016 included establishing our IoT Platform, increasing our European presence with the opening of our subsidiary in Spain, and ~~Expenses~~expanding the languages we operate in from English only to English, Spanish and Portuguese.

~~Other~~In ~~income~~fiscal ~~and~~2014, ~~expenses~~development inservices from our customers accounted for most of the ~~year~~increase ~~ended~~in ~~October~~technology ~~31,~~licensing ~~2014~~and ~~consists~~support ofrevenues. ~~interest~~Demand ~~expense~~for ofthese ~~$3,869~~services ~~net~~dropped off in 2015 as some of ~~interest~~these ~~income~~customers are petrochemical companies reducing expenditures. We continue to implement our strategic goals to generate increased revenues from the sales of ~~$1,447~~our products and ~~interest~~services. ~~expense~~Service ofrevenues ~~$15,413~~include ~~($7,979~~revenues ~~related~~from ~~party)~~fees ~~net~~charged for the implementation of ~~interest~~our ~~income~~software products and training of ~~$69~~customers in the ~~year~~use ~~October~~of ~~31,~~such ~~2013~~products.

Interest expense decreased from $15,413 in the year ended October 31, 2013 to $3,869 in the year ended October 31, 2014. We paid off both our promissory notes with our CEO ($164,173) and the convertible debenture ($50,000) during fiscal 2013. In the year ended October 31, 2014, we incurred interest expense from the mortgage payable on our new office facility. 14

~~Income~~We ~~Tax~~are ~~Benefit~~currently selling our software over the internet and are marketing our products and services to companies which may want to license or joint venture some of our software applications. New product and services revenue from our IoT initiatives will begin to influence our revenue in early fiscal year 2016. Revenue from our offices in Spain were minimal for 2015 as it was the first year of operations, but still contributed to our overall revenue for the year. In the twelve months ended October 31, 2015, Spain generated $198,003 in technology licensing and support revenues and $25,419 in commercial software revenues.

~~Prior~~Operating to the year ended October 31, 2013 the deferred tax asset arising from pre-tax losses had been fully reserved as we were not able to determine that it was more likely than not that we would be able to realize the tax benefits in the future. Based on our evaluation of the positive and negative evidence at October 31, 2014 and 2013, management determined that the Company would utilize its net operating loss carry forwards in future periods and that it was "more likely than not" that it would utilize its deferred tax assets. As a result, management elected to reduce the Company's deferred tax asset valuation allowance by $490,749 and $406,744 as of October 31, 2014 and 2013, respectively. Expenses

~~Net~~Technology ~~Income~~licensing and support costs and commercial software costs consist primarily of payroll and related expenses and, in fiscal 2015, costs for hardware. Technology licensing and support costs amounted to $282,876 in the year ended October 31, 2015 compared to $191,590 in the year ended October 31, 2014 an increase of $91,286 (48%). However, included in fiscal 2015 costs are costs for hardware of $158,296 for Spain. Thus on a comparative basis, payroll and related expenses decreased $67,010 (35%). Commercial software costs amounted to $450,034 in the year ended October 31, 2015 compared to $245,674 in the year ended October 31, 2014, an increase of $204,360 (83%).

~~Net~~As ~~income~~a inpercentage of technology licensing and support revenues the ~~year~~related ~~ended~~costs ~~October~~increased ~~31,~~to ~~2014~~16% ~~totaled~~in ~~$1,029,563~~fiscal 2015 as compared to ~~net~~11% ~~income~~of such revenues in fiscal 2014. This increase is a result of ~~$871,248~~Spain’s hardware sales which have low margins. Commercial software costs were 244% of commercial software revenues in ~~the~~fiscal ~~year~~2015 ~~ended~~compared ~~October~~to ~~31,~~105% ~~2013,~~in anfiscal 2014. This was a result in the increase in payroll and related costs. Overall these costs represented 38% of ~~$158,315~~fiscal ~~(18~~2015 revenues and 21%) asof ~~discussed~~fiscal ~~above~~2014 revenues.

9Sales and marketing costs increased to $600,544 in the year ended October 31, 2015 from $361,065 in the year ended October 31, 2014, an increase of $239,479 (66%). Payroll and related costs increased to $340,930 ($51,940 in Spain) from $204,617 and advertising and marketing costs increased to $100,351 from $100,472. As operations continue to improve we have increased our sales and marketing budget since we believe it is necessary to better market our products and services in order to accomplish our plan for revenue growth.

~~Comparison~~Research ofand development costs increased to $122,487 in the ~~Fiscal~~year ~~Years~~ended ~~Ended~~October 31, 2015 from $115,496 in the year ended October 31, ~~2013~~2014, an increase of $6,991 (6%). We continue our research and ~~2012~~development on new features for Status Enterprise as well as, Sensors, and VoT Cloud-Azure.

	For the years ended October 31,
	2013			2012
			% of			% of
	Amounts		Revenues	Amounts		Revenues
Revenues	$	1,547,532	100%	$	1,070,870	100%
Operating expenses:
Compensation costs	$	767,483	50%	$	655,843	61%
Consulting fees	$	14,982	1%	$	8,887	1%
Advertising	$	61,460	4%	$	30,527	3%
Professional fees	$	99,344	6%	$	96,864	9%
Interest and debt costs	$	15,413	1%	$	18,058	2%
Benefit from income taxes	$	(406,744)	(26%)	$	--	--%
Net Income	$	871,248	56%	$	152,373	14%
Net income per share -
Basic and diluted	$	0.04		$	0.01

General and administrative costs increased to $1,021,424 in the year ended October 31, 2015 from $570,567 in the year ended October 31, 2014, an increase of $450,857 (79%). The increase was primarily related to increases in payroll and related costs, which increased to $434,814 ($83,440 in Spain) from $285,398, a result of increased administrative duties as our business continues to grow, a one-time charge related to the establishment of our office in Spain of $137,000 and stock-based compensation expense of $72,393.

~~Revenues~~Other Income and Expenses

~~Our~~Interest ~~revenues~~expense ~~for~~increased ~~the year ended October 31, 2013 amounted~~ to $15,~~547,532~~763 ~~compared to fiscal 2012 revenues of $1,070,870, an increase of approximately $477,000 (45%). During fiscal 2013, we had increases~~ in ~~developmental~~the ~~services~~year ~~revenues~~ended ~~($249,000),~~October ~~maintenance and support ($157~~31,~~000)~~ ~~and technology licensing and sales ($157~~2015,~~000).~~ ~~This increase was offset by a decline in consulting revenue~~ of ~~$86,000. We entered into two new long-term licensing agreements in fiscal 2013~~ which ~~accounted for~~ $675,~~000~~560 ofrelates ~~the increase in both technology licensing revenues and maintenance and support. We continue~~ to ~~implement our strategic goals to generate increased revenues from~~ the ~~sales~~mortgage ofon our ~~products~~office ~~and~~building, ~~services. Service revenues include revenues~~ from ~~fees~~$3,869 ~~charged for the implementation of our software products and training of customers~~ in the ~~use~~year ofended ~~such~~October ~~products.~~31, We2014, ~~are~~an ~~currently~~increase ~~selling our software over the internet and are marketing our products and services to companies which may want to license or joint venture some~~ of ~~our~~$1,894 ~~software applications~~(49%).

~~Operating~~Income ~~Expenses~~Tax Benefit

~~Our~~Prior to the year ended October 31, 2013 the deferred tax asset arising from pre-tax losses had been fully reserved as we were not able to determine that it was more likely than not that we would be able to realize the tax benefits in the future. Based on our evaluation of the positive and negative evidence at October 31, 2014 and 2013, management determined that the Company would utilize its net operating ~~expenses~~loss ~~consist~~carry ~~primarily~~forwards in future periods and that it was "more likely than not" that it would utilize its deferred tax assets. As a result, management elected to reduce the Company's deferred tax asset valuation allowance by $490,749 and $406,744 as of ~~compensation~~October ~~costs~~31, ~~advertising~~2014 and ~~professional~~2013, ~~services~~respectively. In the twelve months ended October 31, 2015, we recorded a deferred income tax benefit of $164,331, $75,465 related to U.S. operations and $88,866 related to Spanish operations.

Compensation costs consist of payroll and related expenses. Payroll expenses amounted to $767,483 in the year ended October 31, 2013 compared to $655,843 in the year ended October 31, 2012. Payroll expenses increased $111,640 (17%) as we needed to add employees to service our new business, but as a percentage of revenues decreased to 50% as compared to 61% of revenues in fiscal 2012 as we continue to manage our payroll costs as we implement our strategic plan. 15

~~Advertising~~Net ~~costs~~Income ~~have increased to $61,460 in the year ended October 31, 2013 from $30,527 in the year ended October 31, 2012, an increase of $30,933~~ (~~101%~~Loss)~~. As operations continue to improve we have increased our advertising budget since we believe it is necessary to market our products and services in order to accomplish our plan for revenue growth.~~

~~Professional~~Net ~~fees~~loss ~~increased from $96,864~~ in the year ended October 31, ~~2012~~2015 totaled $398,221 ($207,309 of it from our Spanish operations) compared to net income of $991,~~344~~029,563 in the year ended October 31, ~~2013~~2014, ana ~~increase~~decrease of $21,~~480~~427,784 (3139%). ~~The increase in our professional fees is primarily related to the increased accounting costs to prepare our required filings~~ as adiscussed ~~public company~~above.

~~Consulting~~Comparison ~~fees~~of ~~increased from $8,887 in~~ the ~~year~~Fiscal ~~ended~~Years ~~October~~Ended ~~31, 2012 to $14,982 in the year ended~~ October 31, ~~2013,~~2014 ~~but~~and ~~represent only approximately 1% of revenues.~~2013

Interest and Debt Costs


	For the years ended October 31,
	2014			2013
			% of			% of
	Amounts		Revenues	Amounts		Revenues

Revenues
Technology licensing and support	$	1,803,622	89%	$	1,187,157	77%
Commercial software		233,950	11%		360,375	23%
Total revenues		2,037,572	100%		1,547,532	100%

Operating expenses:
Technology licensing and support		191,590	9%		140,987	9%
Commercial Software		245,674	12%		180,819	12%
Sales and marketing		361,065	18%		238,372	15%
Research and development		115,496	6%		85,037	6%
General and administrative		570,567	28%		417,429	27%
Depreciation expense		11,944	--%		5,040	--%
Total operating expenses		1,496,336	73%		1,067,684	69%

Other (income) expenses		2,422	--		15,344	1%
Benefit from Income Taxes		(490,749)	(24)%		(406,744)	(26)%

Net Income	$	1,029,563	51%	$	871,248	56%

Net income per share - Basic and diluted	$	0.04		$	0.04

Interest expense decreased from $18,058 ($14,058 to a related party) in the year ended October 31, 2012 to $15,413 ($7,979 to a related party) in the year ended October 31, 2013. During fiscal 2013, we paid off both our promissory notes held by our CEO ($164,173) and a convertible debenture ($50,000).Revenues

10Our revenues for the year ended October 31, 2014 amounted to $2,037,572 compared to fiscal 2013 revenues of $1,547,532, an increase of $490,040 (32%). In fiscal 2014, we had increases in technology licensing and support revenues of $616,465 which were offset by a decline in commercial software revenues of $126,425.

~~Income~~Operating ~~Tax Benefit~~Expenses

~~Prior~~Technology tolicensing ~~the~~and ~~year~~support ~~ended~~costs ~~October~~and ~~31,~~commercial ~~2013~~software ~~the~~costs ~~deferred~~consist ~~tax~~primarily ~~asset~~of ~~arising~~payroll ~~from~~and ~~pre-tax~~related ~~losses~~expenses. ~~had~~Technology ~~been~~licensing ~~fully~~and ~~reserved~~support ascosts weamounted ~~were not able~~ to ~~determine~~$191,590 ~~that~~in itthe ~~was~~year ~~more~~ended ~~likely~~October ~~than~~31, ~~not~~2014 ~~that~~compared ~~we would be able~~ to ~~realize~~$140,987 ~~the tax benefits~~ in the ~~future.~~year ~~Based~~ended ~~on our evaluation of the positive and negative evidence at~~ October 31, 2013, ~~management~~an ~~determined~~increase ~~that~~of ~~the~~$50,603 ~~Company~~(36%). ~~would~~Commercial ~~utilize~~software acosts ~~portion~~amounted ofto ~~its~~$245,674 ~~net~~in ~~operating~~the ~~loss~~year ~~carry~~ended ~~forwards~~October in31, ~~future~~2014 ~~periods~~compared ~~and~~to ~~that~~$180,819 itin ~~was~~the ~~"more~~year ~~likely~~ended ~~than~~October ~~not"~~31, ~~that~~2013 itan ~~would~~increase ~~utilize a portion~~ of ~~its~~$64,855 ~~deferred tax assets~~(36%). AsThese aincreased costs result, ~~management~~from ~~elected~~our toadding ~~reduce~~personnel ~~the~~to ~~Company's~~service ~~deferred~~our ~~tax~~new ~~asset~~business ~~valuation~~as ~~allowance~~well byas ~~$406,744~~the asanticipated ofbusiness ~~October~~from ~~31,~~the ~~2013~~release ~~(see~~of ~~Note 10~~Status toEnterprise ~~the~~in ~~Financial~~January ~~Statements)~~2014.

~~Net~~As ~~Income~~a percentage of technology licensing and support revenues the related costs decreased to 11% in fiscal 2014 as compared to 12% of such revenues in fiscal 2013. Commercial software costs were 105% of commercial software revenues in fiscal 2014 compared to 50% in fiscal 2013. This was a result of our decrease in such revenues in fiscal 2014. Overall these costs represented 21% of revenues this period and 21% of fiscal 2013 revenues.

~~Net income in the year ended October 31, 2013 totaled $871,248 compared to net income of $152,373 in the year ended October 31, 2012, an increase of $718,875 (472%) as discussed above.~~16

~~Liquidity~~Sales and ~~Capital~~marketing ~~Resources~~costs have increased to $361,065 in the year ended October 31, 2014 from $238,372 in the year ended October 31, 2013, an increase of $122,693 (51%). Payroll and related costs increased to $204,617 from $150,580 and advertising and marketing increased to $100,472 from $61,460. As operations continue to improve we have increased our sales and marketing budget since we believe it is necessary to market our products and services in order to accomplish our plan for revenue growth.

WeResearch ~~currently~~and ~~fund~~development ~~our~~costs ~~operations~~increased ~~through~~to ~~sales~~$115,496 in the year ended October 31, 2014 from $85,037 in the year ended October 31, 2013, an increase of ~~our~~$30,459 ~~products~~(36%). Research and ~~services~~development payroll and ~~when~~related ~~necessary~~costs ~~through~~increase ~~sales~~as ofwe ~~equity~~continuously ~~and~~work ~~debt~~on ~~securities~~new features for our products.

AtGeneral and administrative costs increased to $570,567 in the year ended October 31, 2014 wefrom ~~had~~$417,429 ~~cash~~in ~~and~~the ~~cash~~year ~~equivalents~~ended October 31, 2013, an increase of $1153,~~144~~138 (37%). The increase was primarily related to increases in payroll and related costs,~~915~~ ~~compared~~which increased to $~~252~~285,~~571~~398 atfrom ~~October~~$210,060, 31repairs and maintenance, ~~2013.~~which ~~The~~increased ~~increase~~$20,501, ofand professional and consulting fees, which increased $~~892~~35,~~344~~787. isThe ~~primarily~~increases ~~attributable~~in topayroll ~~cash~~and ~~generated~~professional and consulting fees result from ~~operations~~increased costs to administer our business as it continues to grow and ato ~~sale~~properly ofmaintain the financial records necessary for our ~~common~~periodic ~~stock~~filings ~~reduced~~which byare ~~acquisition~~required as a public company. The increased repairs and maintenance costs, ofwhich ~~long~~should be non-~~lived~~recurring, ~~assets~~relate ~~and~~primarily to the ~~payoff~~relocation ofto ~~debt~~our ~~obligations~~new office facility in April 2014. These relocation cost increases were offset by a related decrease in rent expense of $17,554.

~~Cash~~Depreciation ~~Flows~~expense increased to $11,944 in the year ended October 31, 2014 from $5,040 in the year ended October 31, 2013 primarily due to the purchase of and improvements made to our new office facility.

~~Net~~Interest ~~cash provided by operating activities amounted to $205,133~~ and ~~$421,990~~Debt in the fiscal years ended October 31, 2014 and 2013, respectively. Net cash provided by operating activities decreased by $216,857 in 2014, primarily resulting from our advance of approximately $182,000 for services related to the establishment of our new office in Spain.Costs

InOther ~~fiscal~~income ~~2014~~ and ~~2013,~~expenses ~~cash~~in ~~was~~the ~~used~~year ~~for~~ended ~~investing~~October ~~activities~~31, ~~for~~2014 ~~the~~consists ~~acquisition~~of interest expense of ~~equipment~~$3,869 innet ~~the~~of ~~amounts~~interest income of $951,~~309~~447 ~~(2014)~~ and interest expense of $815,~~598~~413 (~~2013)~~$7,979 ~~and~~related ~~intangible~~party) ~~assets~~net ~~$3,256~~of ~~(2014)~~interest ~~and~~income of $4169 in the year October 31,~~479~~ (2013).

InInterest ~~fiscal~~expense ~~2014~~decreased ~~financing~~from ~~activities, we received~~ $~~800~~15,~~000~~413 in ~~cash from~~ the ~~sale~~year ofended 2October 31,~~424,242~~ ~~shares~~2013 ofto ~~our common stock at~~ $~~0.33 per share and used $9~~3,~~009~~869 in ~~cash~~the ~~for~~year ~~principal~~ended ~~payments~~October on31, ~~the~~2014. We ~~mortgage~~paid ~~incurred~~off ~~from~~both ~~the purchase of~~ our ~~new~~promissory ~~office~~notes ~~facility.~~with Inour ~~fiscal~~CEO ~~2013 financing activities~~($164,173) ~~cash~~and ~~was~~the ~~used~~convertible ~~for~~debenture ~~loan~~($50,000) ~~repayments~~during tofiscal ~~our~~2013. In ~~CEO~~the inyear ~~the~~ended ~~amount~~October of31, ~~$164~~2014,~~173~~ ~~and~~we toincurred ~~pay~~interest ~~off~~expense ~~our~~from ~~convertible~~the ~~debenture~~mortgage inpayable ~~the~~on ~~amount~~our ofnew ~~$50,000.~~office facility.

WeIncome ~~believe~~Tax that our cash on hand at October 31, 2014 and our expected revenue will be sufficient to fund our operations for at least the next 12 months. We have signed significant licensing agreements and continue to market our products and services in accordance with our strategic business plan. If needed, we also believe we can raise additional capital through debt and/or equity financings. There is no assurance that the income generated from these and future agreements will meet our working capital requirements, or that we will be able to sign significant agreements in the future. There is also no assurance that, when needed, we will be able to obtain additional capital in the amount or on terms acceptable to us. Benefit

~~Deferred~~Prior ~~Tax~~to ~~Asset~~the ~~Valuation~~year ~~Allowance~~ended October 31, 2013 the deferred tax asset arising from pre-tax losses had been fully reserved as we were not able to determine that it was more likely than not that we would be able to realize the tax benefits in the future. Based on our evaluation of the positive and negative evidence at October 31, 2014 and 2013, management determined that the Company would utilize its net operating loss carry forwards in future periods and that it was "more likely than not" that it would utilize its deferred tax assets. As a result, management elected to reduce the Company's deferred tax asset valuation allowance by $490,749 and $406,744 as of October 31, 2014 and 2013, respectively.

~~Accounting~~Net standards require that we assess whether a valuation allowance should be established against our deferred tax asset based on the consideration of all available evidence using a "more likely than not" standard. In making such judgments, we considered both positive and negative evidence as well as other factors which may impact future operating results. From our inception through October 31, 2012, we had established a full valuation allowance on our deferred tax asset because of a lack of sufficient positive evidence to support its realization. At October 31, 2014 and 2013, based on its evaluation of the positive and negative evidence, management determined that the Company would utilize its net operating loss carry forwards in future periods and that it was "more likely than not" that it would utilize its deferred tax assets. The positive evidence evaluated as of October 31, 2014 and 2013 consists of (i) our increased revenues, including the signing of several long term licensing agreements which run through fiscal 2019; (ii) our positive earnings, beginning in fiscal 2011 and increasing in each of fiscal 2012 through 2014; (iii) our ability to maintain operating costs as we have grown revenues; (iv) the utilization of net operating loss carry forwards in the last four fiscal years. The negative evidence evaluated as of October 31, 2014 and 2013 consists of (i) our history of operating losses from inception through fiscal 2010; (ii) the possibility that a licensing agreement is cancelled or that non licensing revenues will decline; (iii) the possibility that our operating costs will increase. As a result, management elected to reduce the Company's deferred tax asset valuation allowance by $490,749 and $406,744 as of October 31, 2014 and 2013, respectively. Income

11Net income in the year ended October 31, 2014 totaled $1,029,563 compared to net income of $871,248 in the year ended October 31, 2013, an increase of $158,315 (18%) as discussed above.

~~Overall~~Liquidity ~~the valuation allowance decreased by approximately $680,000~~ and ~~$462,000~~Capital inResources ~~the years ended October 31, 2014 and 2013, respectively.~~

~~Contractual~~We ~~Obligations~~currently fund our operations through sales of our products and services and, when necessary, through sales of equity and debt securities.

~~The information to be reported under this item is not required of smaller reporting companies.~~17

~~Off-Balance~~At ~~Sheet~~October ~~Arrangements~~31, 2015 we had cash and cash equivalents of $840,777 compared to $1,144,915 at October 31, 2014. The decrease of $304,138 is primarily attributable to cash used for operations and technology development.

AsCash ~~of October 31, 2014, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.~~ Flows

~~Recent~~Net ~~Accounting~~cash ~~Pronouncements~~provided by (used for) operating activities amounted to $(47,384) and $205,133 in the fiscal years ended October 31, 2015 and 2014, respectively. Net cash from operations decreased $252,517 as our increased operating costs, including the cost of opening our Spanish office, exceeded the increase in our revenues while we implemented our overall strategic business plan.

In ~~May~~fiscal ~~2014,~~2015 ~~the~~investing ~~FASB issued Accounting Standards Update (“ASU”) No. 2014-09~~activities, ~~“Revenue~~we ~~from~~used ~~Contracts with Customers” (Topic 606)~~$200,000 ~~which~~and ~~supersedes the revenue recognition requirements in ASC Topic 605~~$19,283 ~~“Revenue~~for ~~Recognition”,~~technology development and ~~most industry-specific guidance. This ASU is based on~~ the ~~principle~~purchase ~~that revenue is recognized to depict the transfer~~ of ~~goods~~equipment, ~~or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services~~respectively. ~~The~~ ~~ASU~~In ~~also~~fiscal ~~requires~~2014 ~~additional~~investing ~~disclosure~~activities, ~~about~~we ~~the~~used ~~nature~~$3,256 ~~amount, timing~~ and ~~uncertainty of revenue and cash flows arising from customer contracts~~$95,309 ~~including~~for ~~significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in~~ the ~~ASU~~purchase ~~will be applied using one~~ of ~~two~~a ~~retrospective~~domain ~~methods.~~name ~~The~~and ~~effective date will be the first quarter of our fiscal year ended October 31~~equipment, ~~2018~~respectively. ~~We have not determined the potential effects on our financial statements.~~

~~Management~~In ~~does~~fiscal ~~not~~2015 ~~believe~~and ~~that~~2014 ~~any~~financing ~~other~~activities, ~~recently~~we ~~issued~~used ~~but~~$16,064 ~~not~~and ~~yet~~$9,009, ~~effective~~respectively, ~~accounting~~in ~~pronouncements,~~cash iffor ~~adopted~~principal payments on the mortgage incurred from the purchase of our new office facility. Additionally, ~~would~~in ~~have~~fiscal an2014 ~~effect~~we onreceived $800,000 in cash from the ~~accompanying~~sale ~~financial~~of ~~statements~~2,424,242 shares of our common stock at $0.33 per share.

~~Item~~We 7Abelieve that our cash on hand at October 31, 2015 and our revenue commitments will be sufficient to fund our operations for at least the next 12 months. ~~Quantitative~~We have signed significant licensing agreements and ~~Qualitative~~continue ~~Disclosure~~to ~~about~~market ~~Market~~our ~~Risk~~products and services in accordance with our strategic business plan. There is no assurance that the income generated from these and future agreements will meet our working capital requirements or that we will be able to sign significant agreements in the future.

~~The~~Deferred ~~information~~Tax toAsset beValuation ~~reported~~Allowance ~~under this item is not required of smaller reporting companies.~~

~~Item~~Accounting 8standards require that we assess whether a valuation allowance should be established against our deferred tax asset based on the consideration of all available evidence using a "more likely than not" standard. ~~Financial~~In ~~Statements~~making such judgments, we considered both positive and ~~Supplementary~~negative ~~Data~~evidence as well as other factors which may impact future operating results. From our inception through October 31, 2012, we had established a full valuation allowance on our deferred tax asset because of a lack of sufficient positive evidence to support its realization. At October 31, 2014 and 2013, based on its evaluation of the positive and negative evidence, management determined that the Company would utilize its net operating loss carry forwards in future periods and that it was "more likely than not" that it would utilize its deferred tax assets. The positive evidence evaluated as of October 31, 2014 and 2013 consists of (i) our increased revenues, including the signing of several long term licensing agreements which run through fiscal 2019; (ii) our positive earnings, beginning in fiscal 2011 and increasing in each of fiscal 2012 through 2014; (iii) our ability to maintain operating costs as we have grown revenues; (iv) the utilization of net operating loss carry forwards in the last four fiscal years. The negative evidence evaluated as of October 31, 2014 and 2013 consists of (i) our history of operating losses from inception through fiscal 2010; (ii) the possibility that a licensing agreement is cancelled or that non licensing revenues will decline; (iii) the possibility that our operating costs will increase. As a result, management elected to reduce the Company's deferred tax asset valuation allowance by $490,749 and $406,744 as of October 31, 2014 and 2013, respectively. Tax benefits of operating loss carry forwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carry forward period, and other circumstances. At October 31, 2015, management believes it is more likely than not that the Company would utilize its net operating loss carry forwards in future periods.

~~Our~~Contractual ~~financial~~Obligations ~~statements are contained in the pages beginning F-1, which appear at the end of this annual report.~~

~~Item~~The 9.information ~~Changes~~to ~~In,~~be ~~and~~reported ~~Disagreements~~under ~~With,~~this ~~Accountants~~item onis ~~Accounting~~not ~~and~~required ~~Financial~~of ~~Disclosure~~smaller reporting companies.

~~None.~~Off-Balance Sheet Arrangements

As of October 31, 2015, we had no off-balance sheet arrangements as defined in Item ~~9A.~~303(a)(4) ~~Controls~~of ~~and~~Regulation ~~Procedures~~S-K.

~~(a)~~18

~~Evaluation~~Recent ofAccounting ~~disclosure controls and procedures~~Pronouncements

~~The~~In ~~Company’s~~November ~~management~~2015, ~~with~~ the ~~participation~~FASB ofissued ~~the~~Accounting ~~Company’s~~Standards ~~principal~~Update ~~executive officer~~ (“~~CEO~~ASU”) ~~and~~No. ~~principal~~2015-17, ~~financial officer (~~“~~CFO~~Income Taxes”), ~~evaluated the effectiveness of the Company’s disclosure controls and procedures~~ (asTopic ~~defined in Rules 13a-15(e~~740), ~~and~~which ~~15d-15(e)~~revises ~~promulgated under~~ the ~~Securities~~balance ~~Exchange~~sheet ~~Act~~classification of ~~1934,~~deferred astaxes. ~~amended~~Currently, ~~(the~~entities ~~“Exchange~~are ~~Act”))~~required asto ofseparate ~~the~~deferred ~~end~~tax ofassets ~~the~~and ~~period~~liabilities ~~covered~~into bycurrent ~~this~~and ~~report. Based~~noncurrent amounts on ~~this evaluation,~~ the ~~CEO~~balance ~~and CFO concluded that~~sheet, asASU ofNo. ~~the~~2015-17 ~~end~~requires ofthat ~~such~~deferred ~~period,~~tax ~~the~~assets ~~Company’s disclosure controls~~ and ~~procedures~~liabilities ~~were~~be ~~effective~~classified toas ~~ensure~~all ~~that~~noncurrent ~~information~~on ~~that~~the isbalance ~~required~~sheet. toThe beamendments ~~disclosed~~in by the ~~Company~~ASU inmay ~~the~~be ~~reports~~applied iteither ~~files~~retrospectively or ~~submits~~prospectively. ~~under~~The ~~the~~effective ~~Exchange~~date ~~Act~~will isbe ~~(i) recorded, processed, summarized and reported, within~~ the ~~time~~first ~~periods~~quarter ~~specified~~of inour ~~the~~fiscal ~~SEC’s~~year ~~rules~~ended ~~and~~October ~~forms~~31, ~~and~~2018. ~~(ii)~~We ~~accumulated~~have ~~and~~elected ~~communicated~~ to ~~the~~prospectively ~~Company’s~~apply ~~management,~~the ~~including~~guidance ~~the~~in ~~CEO~~ASU ~~and~~No. ~~CFO,~~2015-17 aseffective ~~appropriate,~~with toour ~~allow~~fiscal ~~timely~~quarter ~~decisions~~ended ~~regarding~~October ~~required~~31, ~~disclosure~~2015.

In May 2014, the FASB issued Accounting Standards Update (b“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition”, and most industry-specific guidance. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in the ASU will be applied using one of two retrospective methods. The effective date will be the first quarter of our fiscal year ended October 31, 2018. We have not determined the potential effects on our consolidated financial statements.

~~Evaluation~~In August 2015, the FASB issued ASU No. 2015 -14, “Revenue from Contracts with Customers” (Topic 606) which deferred the effective date of ~~internal~~ASU ~~control~~No. ~~over~~2014-09. The ~~financial~~effective ~~reporting~~date of the provisions in ASU No. 2014-09 will now be the first quarter of our fiscal year ended October 31, 2019.

Management isdoes ~~responsible~~not ~~for~~believe ~~establishing~~that ~~and~~any ~~maintaining~~other ~~adequate~~recently ~~internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Because of inherent limitations~~issued, ~~internal~~but ~~control over financial reporting may~~ not ~~prevent~~yet oreffective ~~detect~~accounting ~~misstatements. Also~~pronouncements, ~~projections~~if ~~of any evaluation of effectiveness to future periods are subject to the risk that internal controls may become inadequate because of changes in conditions~~adopted, orwould ~~that~~have ~~the~~an ~~degree~~effect ofon ~~compliance with~~ the ~~policies~~accompanying orfinancial ~~procedures may deteriorate~~statements.

12Item 7A. Quantitative and Qualitative Disclosure about Market Risk

~~Management~~The ~~has~~information ~~assessed~~to ~~the~~be ~~effectiveness~~reported ofunder ~~our internal control over financial reporting as of October 31, 2014. In making~~ this ~~assessment,~~item management used the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The objective of this assessment is tonot ~~determine~~required ~~whether our internal control over financial reporting was effective as~~ of ~~October~~smaller ~~31, 2014. Based on our assessment utilizing the criteria issued by COSO, management has concluded that our internal control over financial~~ reporting ~~was not effective as of October 31, 2014~~companies. ~~Management’s assessment identified the following material weaknesses:~~

·Item 8. Financial Statements and Supplementary Data

AsOur offinancial ~~October~~statements ~~31,~~are ~~2014,~~contained ~~there~~in ~~was a lack of accounting personnel with~~ the ~~requisite~~pages ~~knowledge~~beginning ofF-1, ~~Generally~~which ~~Accepted~~appear ~~Accounting~~at ~~Principles (“GAAP”) in~~ the ~~U.S.~~end ~~and financial reporting requirements~~ of ~~the~~this ~~Securities~~annual ~~and Exchange Commission (the “SEC”)~~report.

·Item 9. Changes In, and Disagreements With, Accountants on Accounting and Financial Disclosure

As of October 31, 2014, there were insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirementsNone.

·Item 9A. Controls and Procedures

~~As of October 31, 2014, there was~~ (a) Evaluation ~~lack~~ of ~~segregation~~disclosure ofcontrols ~~duties,~~and ~~in that we only had one person performing all accounting-related duties.~~procedures

·The Company’s management, with the participation of the Company’s principal executive officer (“CEO”) and principal financial officer (“CFO”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the CEO and CFO concluded that, as of October 31, 2015, the Company’s disclosure controls and procedures were effective to ensure that information that is required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

~~As of October 31, 2014, there were no independent directors and no independent audit committee.~~19

We(b) Evaluation ~~continue to evaluate the effectiveness~~ of internal ~~controls~~control ~~and~~over ~~procedures~~financial ~~on an on-going basis. We will address these concerns in time taking into consideration the company’s size and its available resources.~~reporting

~~During~~Management ~~the~~is ~~most~~responsible ~~recently~~for ~~completed~~establishing ~~fiscal~~and ~~quarter,~~maintaining ~~there~~adequate ~~has~~internal ~~been~~control noover ~~change~~financial reporting as defined in ~~our~~Rules 13a−15(f) and 15d−15(f) under the Exchange Act. Because of inherent limitations, internal control over financial reporting ~~that~~may ~~has~~not ~~materially~~prevent ~~affected~~ or isdetect ~~reasonably~~misstatements. Also, ~~likely~~projections of any evaluation of effectiveness to ~~materially~~future ~~affect,~~periods ~~our~~are subject to the risk that internal ~~control~~controls ~~over~~may ~~financial~~become ~~reporting~~inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Item~~Management 9Bhas assessed the effectiveness of our internal control over financial reporting as of October 31, 2015. In ~~Other~~making ~~Information~~this assessment, management used the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The objective of this assessment is to determine whether our internal control over financial reporting was effective as of October 31, 2015. Based on our assessment utilizing the criteria issued by COSO, management has concluded that our internal control over financial reporting was not effective as of October 31, 2015. Management’s assessment identified the following material weaknesses:

~~None.~~·

13As of October 31, 2015, there was a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles (“GAAP”) in the U.S. and financial reporting requirements of the Securities and Exchange Commission (the “SEC”).

~~Part III~~·

~~Item~~As ~~10.~~of ~~Directors~~October 31, ~~Executive~~2015, ~~Officers~~there were insufficient written policies and ~~Corporate~~procedures ~~Governance~~to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.

~~Management~~·

~~The~~As ~~Company’s~~of ~~management~~October ~~and~~31, ~~key~~2015, ~~employees~~there ~~are~~was ~~the~~a ~~following:~~lack of segregation of duties, in that we only had one person performing all accounting-related duties.

Name	Age	Position with Company
Allen Ronald DeSerranno	48	CEO, President, Director
Brian S. Thornton	41	Corporate Vice President, Secretary
Joshua M. Weeks	34	CTO
Josephine A. Nemmers	52	CFO
Debra J. Gardner	56	Corporate Investor Relations Officer

~~The~~As ~~profiles~~ of ~~our~~October ~~officer~~31, ~~and~~2015, ~~director~~there ~~and~~were ~~key~~no ~~employees~~independent ~~are~~directors ~~set~~and ~~forth~~no ~~below:~~independent audit committee.

~~Ron~~We ~~DeSerranno~~continue to evaluate the effectiveness of internal controls and procedures on an on-going basis. We will address these concerns in time taking into consideration the Company’s size and its available resources.

~~Mr.~~During ~~DeSerranno~~the ismost arecently ~~founder~~completed ~~and~~fiscal ~~CEO of Mobiform Canada~~quarter, ~~which~~there ~~was organized in March, 2003. Since B-Scada’s October, 2005 acquisition of Mobiform Canada, he~~ has been ~~Chief~~no ~~Executive~~change ~~Officer,~~in ~~President~~our ~~and~~internal acontrol ~~Director~~over offinancial ~~B-Scada~~reporting ~~(formerly,~~that Mobiform Software, Inc.). His software development career first began at the Space and Atmospheric Research Group, Physics Department, at the University of Western Ontario. He was a Microsoft Certified Trainer, author and consultant and has ~~lectured~~materially inaffected ~~Stockholm,~~or ~~Manila,~~is ~~Dublin,~~reasonably ~~London,~~likely ~~New York and Toronto. From August, 1997~~ to ~~November,~~materially ~~2000~~affect, heour ~~was~~internal acontrol ~~Senior~~over ~~Software~~financial ~~Engineer for Rockwell Software, Inc~~reporting. where he was the development lead for Rockwell’s flagship industrial automation product RSView, a world class Industrial Automation System. In 2002 he served as Vice President of Software Development for Motivus Software Ltd. Mr. DeSerranno has been designing and developing world class software products for many years. Mr. DeSerranno graduated from the University of Western Ontario in Environmental Science and Fanshawe College of Applied Arts and Technology as a Certified Engineering Technologist.

~~Brian~~Item ~~Thornton~~9B. Other Information

MrNone. Thornton has over 15 years of technical and management experience. He holds a degree from Ocean County College in Computer Science and is a Certified Software Engineer. Prior to joining B-Scada in February of 2008, Mr. Thornton served in key roles as Senior Software Engineer and Development Lead for Compro Technologies, Inc., where he designed and developed innovative telecom solutions for a global client base. He has 10 years of experience in the development lifecycle within the telecommunications industry. Mr. Thornton has also served as a Software Consultant for Thoroughbred Software, providing development assistance to a broad range of engineers and instructing courses in Business Basic and UNIX.

~~Joshua Weeks~~20

~~Mr.~~Part Weeks has a Bachelor of Science degree in Computer Science from Western Carolina University. Mr. Weeks has been with B-Scada since July of 2008. He previously developed financial software with Metrostat Technologies of Sylba, NC. He has also worked for America Online and Seventhman: a web, software, and business development firm. Mr. Weeks was integral in the development of CityTalent, a web-based remote staffing and project management platform, and was formerly a Sr. Programmer for the Board of County Commissioners of Citrus County, FL.III

~~Josephine~~Item ~~Nemmers~~10. Directors, Executive Officers and Corporate Governance

~~Ms. Nemmers has a Bachelor of Science degree in Business~~ Management-Major in Accounting from University of Maryland, University College. She holds an inactive CPA License with the state of Maryland. Ms. Nemmers joined B-Scada in July of 2014. She previously held the position of Controller with International Resources Group, Inc. (IRG), a government contractor that is a wholly owned subsidiary of Engility Corporation located in Alexandria, VA which was formally an L-3 Communications Company in New York, NY. IRG was a privately held company until Dec. 2008. Ms. Nemmers’ primary responsibilities for IRG during her tenure (Jan. 2000 - May 2014) were to direct the accounting department and prepare financial statements and financial forecasts. She was an integral part of the management team for IRG adhering to the regulation, reporting, and compliance necessary for government contracting as well as a publically traded company.

14The Company’s management and key employees are the following:

Debra Gardner


Name	Age	Position with Company
Allen Ronald DeSerranno	49	CEO, President, Director
Brian S. Thornton	42	Corporate Vice President, Secretary, Director
Joshua M. Weeks	35	CTO
Josephine A. Nemmers	53	CFO

~~Ms.~~The ~~Gardner~~profiles ~~has over 26 years~~ of ~~management~~our ~~experience~~officers ~~with the last 21 years in the technology field. Her experience with software began in July 1993 at Tupperware World Headquarters in Orlando, FL. She was the implementation~~ and ~~training~~directors ~~lead for worldwide~~ and ~~domestic~~key ~~purchasing~~employees onare ~~Tupperware’s~~set ~~company-wide~~forth transition to Oracle software. In December 1996 Ms. Gardner began working for Oracle Corporation as a software applications instructor, advancing to the position of Senior Business Operations Manager for Oracle’s Streaming Media Group in 1999. On August 22, 2002 she accepted a position with Technology Conservation Group, a global electronics recycler, and during her tenure (Aug. 2002 - May 2004) as their Business Manager led their expansion efforts into five countries in three years and implemented ISO (International Standardization Organization) policies and procedures based on best business practices. Ms. Gardner joined B-Scada on May 24, 2014. She has a variety of experience in contract negotiation, project management, personnel management and policy and procedure development. below:

~~None~~Ron ~~of the foregoing persons have been involved in any proceedings specified in Item 401(f) of Regulation S-K in the last ten years.~~ DeSerranno

~~Indemnification~~Mr. DeSerranno is a founder and CEO of ~~Directors~~Mobiform Canada, which was organized in March, 2003. Since B-Scada’s October, 2005 acquisition of Mobiform Canada, he has been Chief Executive Officer, President and ~~Officers~~a Director of B-Scada (formerly, Mobiform Software, Inc.). His software development career first began at the Space and Atmospheric Research Group, Physics Department, at the University of Western Ontario. He was a Microsoft Certified Trainer, author and consultant and has lectured in Stockholm, Manila, Dublin, London, New York and Toronto. From August, 1997 to November, 2000, he was a Senior Software Engineer for Rockwell Software, Inc. where he was the development lead for Rockwell’s flagship industrial automation product RSView, a world class Industrial Automation System. In 2002 he served as Vice President of Software Development for Motivus Software Ltd. Mr. DeSerranno has been designing and developing world class software products for many years. Mr. DeSerranno graduated from the University of Western Ontario in Environmental Science and Fanshawe College of Applied Arts and Technology as a Certified Engineering Technologist.

~~Our~~Brian Certificate of Incorporation provides that the Company shall, to the fullest extent permitted by the law of the State of Delaware, indemnify any and all persons whom it shall have power to indemnify from and against any and all of the expenses, liabilities or other matters referred to in or covered by the applicable provisions of Delaware law, and the indemnification provided for will not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. We are required to indemnify each officer and director to the fullest extent permitted by law and to advance certain expenses incurred by such persons. Our Certificate of Incorporation and Delaware law provide limitations on the directors’ rights to indemnification in certain circumstances.Thornton

~~Code~~Mr. Thornton has over 15 years of technical and management experience. He holds a degree from Ocean County College in Computer Science and is a Certified Software Engineer. Prior to joining B-Scada in February of 2008, Mr. Thornton served in key roles as Senior Software Engineer and Development Lead for Compro Technologies, Inc., where he designed and developed innovative telecom solutions for a global client base. He has 10 years of experience in the development lifecycle within the telecommunications industry. Mr. Thornton has also served as a Software Consultant for Thoroughbred Software, providing development assistance to a broad range of engineers and instructing courses in Business ~~Conduct~~Basic and ~~Ethics~~UNIX.

WeJoshua ~~have adopted a Code of Business Conduct and Ethics, which was filed as Exhibit 14.1 to our Annual Report on Form 10-K for the fiscal year ended October 31, 2009.~~ Weeks

~~Item~~Mr. 11Weeks has a Bachelor of Science degree in Computer Science from Western Carolina University. Mr. ~~Executive~~Weeks ~~Compensation~~has been with B-Scada since July of 2008. He previously developed financial software with Metrostat Technologies of Sylba, NC. He has also worked for America Online and Seventhman: a web, software, and business development firm. Mr. Weeks was integral in the development of CityTalent, a web-based remote staffing and project management platform, and was formerly a Sr. Programmer for the Board of County Commissioners of Citrus County, FL.

~~The~~Josephine following table sets forth, for the fiscal years ended October 31, 2013 and October 31, 2014, all compensation paid, distributed or accrued, including salary and bonus amounts, for services rendered to us by our Principal Executive Officer during the fiscal years ended October 31, 2013 and October 31, 2014. No other executive officer who was serving as an executive officer at October 31, 2014, had total compensation for fiscal 2014 exceeding $100,000:Nemmers

Name and Principal Position	Year Ended October 31	Salary ($)		Option Awards		Total
Allen Ronald DeSerranno	2013		150,000		0	$	150,000
Chief Executive Officer	2014		160,000		0	$	160,000

Ms. Nemmers has a Bachelor of Science degree in Business Management-Major in Accounting from University of Maryland, University College. She holds an inactive CPA License with the state of Maryland. Ms. Nemmers joined B-Scada in July of 2014. She previously held the position of Controller with International Resources Group, Inc. (“IRG”), a government contractor that is a wholly owned subsidiary of Engility Corporation located in Alexandria, VA which was formally an L-3 Communications Company in New York, NY. IRG was a privately held company until Dec. 2008. Ms. Nemmers’ primary responsibilities for IRG during her tenure (Jan. 2000 - May 2014) were to direct the accounting department and prepare financial statements and financial forecasts. She was an integral part of the management team for IRG adhering to the regulation, reporting, and compliance necessary for government contracting as well as a publicly traded company.

~~Director Compensation~~21

WeNone doof ~~not~~the ~~compensate~~foregoing ~~our~~persons ~~directors~~have ~~for~~been ~~serving~~involved onin ~~our Board of Directors, other than~~ any ~~compensation~~proceedings ~~which~~specified ain ~~director~~Item ~~may~~401(f) ~~earn as an employee~~ of ~~the~~Regulation ~~Company.~~S-K ~~We reimburse our directors for any travel related expenses incurred~~ in ~~performing~~the ~~their~~last ~~duties~~ten ~~as directors~~years.

~~Employment~~Indemnification ~~Agreements~~of Directors and Officers

~~Mr.~~Our ~~DeSerranno~~Certificate isof ~~currently~~Incorporation ~~employed~~provides bythat the Company onshall, to the fullest extent permitted by the law of the State of Delaware, indemnify any and all persons whom it shall have power to indemnify from and against any and all of the expenses, liabilities or other matters referred to in or covered by the applicable provisions of Delaware law, and the indemnification provided for will not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office, and shall continue as to a ~~month~~person who has ceased to ~~month~~be ~~basis~~a atdirector, anofficer, ~~annual~~employee, ~~salary~~or agent and shall inure to the benefit of ~~$160~~the heirs,~~000~~ executors and administrators of such a person. We are required to indemnify each officer and director to the fullest extent permitted by law and to advance certain expenses incurred by such persons. Our Certificate of Incorporation and Delaware law provide limitations on the directors’ rights to indemnification in certain circumstances.

15Code of Business Conduct and Ethics

~~Item~~We ~~12.~~have ~~Security~~adopted ~~Ownership~~a Code of ~~Certain~~Business ~~Beneficial~~Conduct ~~Owners~~ and ~~Management~~Ethics, ~~and~~which ~~Related~~was ~~Stockholder~~filed ~~Matters~~as Exhibit 14.1 to our Annual Report on Form 10-K for the fiscal year ended October 31, 2009.

~~The~~Item following table sets forth the number of shares of Common Stock beneficially owned as of January 21, 2015 by (i) those persons or groups known to us who beneficially own more than 5% of our Common Stock; (ii) each director; (iii) each executive officer whose compensation exceeded $100,000 in the fiscal year ended October 31, 2014; and, (iv) all directors and executive officers as a group11. ~~Beneficial~~Executive ownership is determined in accordance with Rule 13d-3 under the Exchange Act based upon information furnished by persons listed or contained in filings made by them with the SEC and by information provided by such persons directly to us. Except as indicated, the stockholders listed below possess sole voting and investment power with respect to their shares.Compensation

	Number of
	Shares of		Percentage of
	Common Stock		Outstanding
	Beneficially		Shares of
Name and Address	Owned(1)		Common Stock (2)
Allen Ronald DeSerranno(3)		9,616,142		35.26%
9030 W. Fort Island Trail, Bldg. 9 Crystal River, Florida 34429
Lions Bay SW		1,721,970		6.30%
9030 W. Fort Island Trail, Bldg. 9 Crystal River, Florida 34429
Yorkmont Capital Partners, L.P.		2,424,242		8.89%
2313 Lake Austin Blvd. Suite 209 Austin, Texas 78703
All officers and directors as a group
(One person)		9,616,142		35.26%

The following table sets forth, for the fiscal years ended October 31, 2014 and October 31, 2015, all compensation paid, distributed or accrued, including salary and bonus amounts, for services rendered to us by our Principal Executive Officers during the fiscal years ended October 31, 2014 and October 31, 2015. No other executive officer who was serving as an executive officer at October 31, 2015, had total compensation for fiscal 2015 exceeding $100,000:

(1) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock relating to options currently exercisable or exercisable within 60 days of the date of this table, are deemed outstanding for computing the percentage of the person holding such securities, but are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them.


Name and Principal Position	Year Ended October 31	Salary ($)		Option Awards ($)			Total
Allen Ronald DeSerranno	2014		160,000		0		$	160,000
Chief Executive Officer	2015		169,000		0		$	169,000

Brian Thornton	2014		100,000		0		$	100,000
Corporate Vice President, Secretary	2015		110,000		105,298	*	$	215,298

~~(2)~~* ~~Based~~The ~~upon~~fair ~~27,273,414~~value ~~shares~~ of ~~Common~~the ~~Stock~~option ~~outstanding~~award, ~~plus~~$105,298, inwas ~~each~~calculated ~~case~~using the ~~shares~~Black-Scholes ~~which~~pricing model with the ~~person~~following orassumptions: ~~group~~Dividend ~~has~~yield a- ~~right~~-0-%; toRisk-free ~~acquire~~interest ~~within~~rate 60- ~~days~~1.53%; ~~through~~Expected ~~the~~life ~~exercise~~- of5 ~~warrants~~years; Expected volatility - 123.54%.

~~(3)~~Outstanding ~~Mr.~~Equity ~~DeSerranno~~Awards isat ~~our~~Fiscal ~~Chief~~Year Executive Officer, President and a Director. Includes 1,721,970 shares of Common Stock held by a corporation wholly-owned by Mr. DeSerranno and 211,187 shares of Common Stock held jointly with Mr. DeSerranno's wife, Honorata G. DeSerranno. Excludes 316,780 shares of Common Stock held directly by Mr. DeSerranno’s wife as to which he disclaims beneficial ownership.End

Change in Control


Name	Option awards					Stock awards
Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)		Market value of shares of units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Brian Thornton	83,333	166,667	250,000	$.48	02/11/2020	--	--		--	--

~~We are unaware of any arrangement or understanding that may, at a subsequent date, result in a change of control of our Company.~~22

~~Item 13. Certain Relationships and Related Transactions, and~~ Director ~~Independence~~Compensation

~~None~~We do not compensate our directors for serving on our Board of Directors, other than any compensation which a director may earn as an employee of the Company. We reimburse our directors for any travel related expenses incurred in performing their duties as directors.

16Employment Agreements

~~Item 14~~Mr. ~~Principal~~DeSerranno ~~Accounting~~is ~~Fees~~currently ~~and~~employed ~~Services~~by the Company on a month to month basis at an annual salary of $169,000.

~~Cowan, Gunteski & Co~~Mr., ~~P.A.~~Thornton ~~served~~is ascurrently ~~our~~employed ~~independent~~by ~~registered public accounting firm for~~ the ~~fiscal~~Company ~~years~~on ~~ended~~a ~~October~~month ~~31,~~to ~~2014~~month ~~and~~basis ~~2013.~~at ~~The~~an ~~following~~annual ~~table~~salary ~~shows~~of ~~the fees that were billed for the audit and other services provided by such firm for 2014 and 2013~~$110,000.

	2014			2013
Audit Fees	$	56,500	$	$	56,500
Audit-Related Fees		0			0
Tax Fees		0			0
All Other Fees		0			0
Total	$	56,500		$	56,500

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

~~Audit~~The ~~Fees~~following -table ~~This~~sets ~~category~~forth ~~includes~~ the ~~audit~~number of ~~our~~shares ~~annual~~of ~~financial~~Common ~~statements~~Stock beneficially owned as of January 22, ~~review~~2016 by (i) those persons or groups known to us who beneficially own more than 5% of ~~financial~~our ~~statements~~Common ~~included~~Stock; (ii) each director; (iii) each executive officer whose compensation exceeded $100,000 in ~~our~~the ~~Quarterly~~fiscal ~~Reports~~year onended ~~Form~~October ~~10-Q~~31, 2014; and ~~services~~(iv) ~~that~~all ~~are~~directors ~~normally~~and ~~provided~~executive byofficers ~~the~~as ~~independent~~a ~~auditors~~group. Beneficial ownership is determined in ~~connection~~accordance with ~~engagements~~Rule ~~for~~13d-3 ~~those~~under ~~fiscal~~the ~~years.~~Exchange ~~This~~Act ~~category~~based ~~also~~upon ~~includes~~information ~~advice~~furnished onby ~~audit~~persons listed or contained in filings made by them with the SEC and ~~accounting~~by ~~matters~~information ~~that~~provided ~~arose~~by ~~during,~~such orpersons asdirectly ato ~~result~~us. ofExcept as indicated, the ~~audit~~stockholders orlisted ~~the~~below ~~review~~possess ofsole ~~interim~~voting ~~financial~~and ~~statements~~investment power with respect to their shares.

Audit-Related Fees - This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.


	Number of
	Shares of		Percentage of
	Common Stock		Outstanding
	Beneficially		Shares of
Name (1)	Owned (2)		Common Stock (3)
Allen Ronald DeSerranno(3) 9030 W. Fort Island Trail, Bldg. 9 Crystal River, Florida 34429		9,616,142		31.43%

Lions Bay SW 9030 W. Fort Island Trail, Bldg. 9 Crystal River, Florida 34429		1,721,970		5.63%

Yorkmont Capital Partners, L.P. 2313 Lake Austin Blvd. Suite 209 Austin, Texas 78703		5,774,242		18.87%

Brian Thornton 9030 W. Fort Island Trail, Bldg. 9 Crystal River, Florida 34429		166,666(4)		.54%

All officers and directors as a group (two persons)		9,782,808		31.80%

~~Tax~~(1) ~~Fees~~Beneficial -ownership ~~This~~is ~~category~~determined ~~consists~~in accordance with the rules of ~~professional~~the ~~services~~SEC ~~rendered~~and bygenerally ~~our~~includes ~~independent~~voting ~~auditors~~or ~~for~~investment ~~tax~~power ~~compliance~~with ~~and~~respect ~~tax~~to ~~advice~~securities. ~~The~~Shares ~~services~~of Common Stock relating to options currently exercisable or exercisable within 60 days of the date of this table, are deemed outstanding for computing the ~~fees~~percentage ~~disclosed~~of ~~under~~the ~~this~~person ~~category~~holding ~~include~~such ~~tax~~securities, ~~return~~but ~~preparation~~are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, and ~~technical~~subject ~~tax~~to ~~advice~~community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them.

~~All~~(2) ~~Other~~Based ~~Fees~~upon -30,593,414 ~~This~~shares ~~category~~of ~~consists~~Common ofStock ~~fees~~outstanding ~~for~~plus ~~other~~in ~~miscellaneous~~each ~~items~~case the shares which the person or group has a right to acquire within 60 days through the exercise of options.

~~Our Board of Directors acting as our Audit Committee preapproved each engagement of our independent registered public accounting firm.~~23

17(3) Mr. DeSerranno is our Chief Executive Officer, President and a Director. Includes 1,721,970 shares of Common Stock held by a corporation wholly-owned by Mr. DeSerranno and 211,187 shares of Common Stock held jointly with Mr. DeSerranno's wife, Honorata G. DeSerranno. Excludes 316,780 shares of Common Stock held directly by Mr. DeSerranno’s wife as to which he disclaims beneficial ownership.

~~Part~~(4) IVConsists of 166,666 shares of Common Stock which Mr. Thornton may acquire upon exercise of currently exercisable options.

~~Item~~Change ~~15.~~in ~~Exhibits, Financial Statement Schedules~~Control

Number	Description
3.1	Certificate of Incorporation *
3.2	By-laws *
3.3	Certificate of Ownership and Merger. Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed October 19, 2012.
4.1	Form of Specimen Stock Certificate *
14.1	Code of Ethics**
31.1	Certification by the Principal Executive Officer of B-Scada, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(Rule 13a-14(a) or Rule 15d-14(a))***
31.2	Certification by the Principal Financial Officer of B-Scada, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))***
32.1	Certification by the Principal Executive Officer of B-Scada, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***
32.2	Certification by the Principal Financial Officer of B-Scada, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***

We are unaware of any arrangement or understanding that may, at a subsequent date, result in a change of control of our Company.

** Incorporated by reference to the correspondingly numbered exhibit to the Company's Report on Form 10-K filed on January 29, 2010None.

***FiledItem ~~herewith~~14. Principal Accounting Fees and Services

18Cowan, Gunteski & Co., P.A. served as our independent registered public accounting firm for the fiscal years ended October 31, 2015 and 2014. The following table shows the fees that were billed for the audit and other services provided by such firm for 2015 and 2014.

SIGNATURES


	2015			2014
Audit Fees	$	58,500	$	56,500
Audit-Related Fees		0			0
Tax Fees		0			0
All Other Fees		0			0
Total	$	58,500		$	56,500

InAudit ~~accordance~~Fees ~~with~~- ~~Section~~This 13category orincludes ~~15(d)~~the audit of ~~the~~our ~~Exchange~~annual ~~Act~~financial statements, ~~the~~review ~~registrant~~of ~~caused~~financial ~~this~~statements ~~report~~included toin beour ~~signed~~Quarterly Reports on ~~its~~Form ~~behalf~~10-Q and services that are normally provided by the ~~undersigned~~independent auditors in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, ~~thereunto~~or ~~duly~~as ~~authorized~~a result of, the audit or the review of interim financial statements.

BAudit-~~SCADA,~~Related ~~INC~~Fees - This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees. ” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.

By:	/s/ Allen Ronald DeSerranno
	Allen Ronald DeSerranno
Title:	Chief Executive Officer
Date:	January 26, 2015

Tax Fees - This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

InAll ~~accordance~~Other ~~with~~Fees ~~Section~~- 13This orcategory ~~15(d)~~consists of ~~the~~fees ~~Exchange~~for ~~Act,~~other ~~this~~miscellaneous ~~report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:~~items.

By:	/s/ Allen Ronald DeSerranno
	Allen Ronald DeSerranno
Title:	Chief Executive Officer and Sole Director
Date:	January 26, 2015
By:	/s/ Josephine A. Nemmers
	Josephine A. Nemmers
Title:	Chief Financial Officer
Date:	January 26, 2015

Our Board of Directors acting as our Audit Committee preapproved each engagement of our independent registered public accounting firm.

1924

~~Financial~~Part ~~Statements~~IV

~~Index~~Item to15. ~~Consolidated~~Exhibits, Financial ~~Statements~~Statement Schedules

Report of Independent Registered Public Accounting Firm	F-1
Number	Description
Consolidated Balance Sheets	F-2
3.1	Certificate of Incorporation (1)
Consolidated Statements of Operations	F-3
3.2	By-laws (2)
Consolidated Statements of Comprehensive Income	F-4
3.3	Certificate of Ownership and Merger. Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed October 19, 2012.
Consolidated Statement of Changes in Stockholders’ Equity	F-5
4.1	Form of Specimen Stock Certificate
Consolidated Statements of Cash Flows	F-6
10.1	Stock Purchase Agreement dated as of August 6, 2014 between Yorkmont Capital Partners, L.P. and the Company. (3)
Notes to Consolidated Financial Statements	F-7
10.2	Stock Purchase Agreement dated as of January 11, 2016 between Yorkmont Capital Partners, L.P. and the Company. (4)
14.1	Code of Ethics**
31.1	Certification by the Principal Executive Officer of B-Scada, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(Rule 13a-14(a) or Rule 15d
31.2	Certification by the Principal Financial Officer of B-Scada, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d14(a)*-
32.1	Certification by the Principal Executive Officer of B-Scada, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification by the Principal Financial Officer of B-Scada, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***

20(1) Incorporated by reference to the correspondingly numbered exhibit to the Company's Registration Statement on Form S-1 filed on April 9, 2008.

(2) Incorporated by reference to the correspondingly numbered exhibit to the Company's Report ofon ~~Independent~~Form ~~Registered~~10-K filed ~~Public~~on ~~Accounting~~January ~~Firm~~29, 2010.

To(3) Incorporated by reference to Exhibit 10.1 to the ~~Board~~Company’s ofCurrent ~~Directors~~Report ~~and~~on Form 8-K filed on August 6, 2014.

~~Stockholders~~(4) ofIncorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 13, 2016.

~~B-Scada,~~*Filed ~~Inc~~herewith.

We have audited the accompanying consolidated balance sheets of B-Scada, Inc. as of October 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the years in the two-year period ended October 31, 2014. B-Scada, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.25

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

In ~~our~~accordance ~~opinion,~~with ~~the~~Section ~~consolidated~~13 ~~financial~~or ~~statements~~15(d) ~~referred~~of tothe ~~above~~Exchange ~~present fairly~~Act, ~~in all material respects,~~ the ~~consolidated~~registrant ~~financial~~caused ~~position~~this ofreport ~~B-Scada,~~to ~~Inc.~~be assigned ofon ~~October 31, 2014 and 2013, and the consolidated results of~~ its ~~operations~~behalf ~~and~~by ~~its cash flows for each of~~ the ~~years in the two-year period ended October 31~~undersigned, ~~2014,~~thereunto induly ~~conformity with accounting principles generally accepted in the United States of America~~authorized.

~~/s/ Cowan~~B-SCADA, ~~Gunteski & Co~~INC.~~, P.A.~~

January 26, 2015


By:	/s/ Allen Ronald DeSerranno
	Allen Ronald DeSerranno
Title:	Chief Executive Officer
Date:	January 28, 2016

~~Tinton~~In ~~Falls~~accordance with Section 13 or 15(d) of the Exchange Act, NJthis report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Reply to: 730 Hope Road Tinton Falls NJ 07724 Phone: 732.676.4100 Fax: 732.676.4101


By:	/s/ Allen Ronald DeSerranno
	Allen Ronald DeSerranno
Title:	Chief Executive Officer and Director
Date:	January 28, 2016


By:	/s/ Josephine A. Nemmers
	Josephine A. Nemmers
Title:	Chief Financial Officer
Date:	January 28, 2016


By:	/s/ Brian Thornton
	Brian Thornton
Title:	Corporate VP and Director
Date:	January 28, 2016

~~40 Bey Lea Road, Suite A101 Toms River NJ 08753 Phone: 732.349.6880 Fax: 732.349.1949~~26

~~Member~~Financial ~~of CPAmerica International~~Statements

~~Auditors~~Index ofto ~~SEC~~Financial ~~Registrants under the PCAOB~~Statements

www.CGteam.com


Report of Independent Registered Public Accounting Firm - Cowan Gunteski & Co., P.A.	F-1

Consolidated Balance Sheets	F-2

Consolidated Statements of Operations and Comprehensive Income (Loss)	F-3

Consolidated Statement of Changes in Stockholders’ Equity	F-4

Consolidated Statements of Cash Flows	F-5

Notes to Consolidated Financial Statements	F-6

~~F-1~~27

~~B-SCADA,~~Report ~~INC.~~of Independent Registered Public Accounting Firm

~~CONSOLIDATED~~To ~~BALANCE~~the ~~SHEETS~~Board of Directors and

	October 31,
	2014		2013
Assets
Current Assets
Cash and Cash Equivalents	$	1,144,915	$	252,571
Accounts Receivable - Net		233,525		119,618
Accrued Revenue		222,550		198,150
Deferred Income Tax - Current		186,221		71,560
Prepaid Expenses and Other Current Assets		226,598		6,258
Total Current Assets		2,013,809		648,157
Property and Equipment - Net		223,452		12,587
Other Assets
Intangible Assets		114,735		111,479
Deferred Income Tax		711,272		335,184
Security Deposits		1,500		3,650
Total Other Assets		827,507		450,313
Total Assets	$	3,064,768	$	1,111,057
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts Payable and Accrued Liabilities	$	142,528	$	201,855
Deferred Revenue		178,698		108,499
Mortgage Payable - Current		16,066		--
Total Current Liabilities		337,292		310,354
Long Term Liabilities
Mortgage Payable		102,425		--
Total Liabilities		439,717		310,354
Commitments and Contingencies		--		--
Stockholders’ Equity
Preferred Stock, $0.0001 Par Value, 5,000,000 Shares
Authorized and Unissued		--		--
Common Stock, $0.0001 Par Value; 100,000,000 Shares
Authorized; Shares Issued and Outstanding, 27,243,414 and
24,586,672 at October 31, 2014 and 2013, respectively		2,724		2,459
Additional Paid in Capital		7,900,463		7,100,728
Accumulated Other Comprehensive Loss		(5,215)		--
Accumulated Deficit		(5,272,921)		(6,302,484)
Total Stockholders’ Equity		2,625,051		800,703
Total Liabilities and Stockholders’ Equity	$	3,064,768	$	1,111,057

Stockholders of B-Scada, Inc.

~~See~~ Crystal ~~the~~River, ~~accompanying notes to consolidated financial statements.~~FL

FWe have audited the accompanying consolidated balance sheets of B-2Scada, Inc. as of October 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the years in the two-year period ended October 31, 2015. B-Scada, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

~~CONSOLIDATED~~In ~~STATEMENTS~~our OFopinion, ~~OPERATIONS~~the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of B-Scada, Inc. as of October 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the years in the two-year period ended October 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

	For the Years Ended
	October 31,
	2014		2013
Revenue
Technology Licensing and Support	$	1,803,622	$	1,187,157
Commercial Software		233,950		360,375
Total Revenues		2,037,572		1,547,532
Operating Expenses
Technology Licensing and Support		191,590		140,987
Commercial Software		245,674		180,819
Sales and Marketing		361,065		238,372
Research and Development		115,496		85,037
General and Administrative		570,567		417,429
Depreciation and Amortization		11,944		5,040
Total Operating Expenses		1,496,336		1,067,684
Operating Income		541,236		479,848
Other Income (Expenses)
Interest Income		1,447		69
Interest Expense		(3,869)		(7,434)
Interest Expense-Related Party		--		(7,979)
Total Other Income (Expenses) - Net		(2,422)		(15,344)
Income Before Income Taxes		538,814		464,504
Benefit from Income Taxes (Note 10)		(490,749)		(406,744)
Net Income	$	1,029,563	$	871,248
Basic Earnings Per Common Share	$	0.04	$	0.04
Diluted Earnings Per Common Share	$	0.04	$	0.04
Weighted-Average Common Shares Outstanding -
Basic Earnings Per Share		25,310,103		24,586,672
Weighted-Average Common Shares Outstanding -
Diluted Earnings Per Share		25,310,103		24,736,672

/s/ Cowan, Gunteski & Co., P.A.

~~See~~January ~~the~~28, ~~accompanying notes to consolidated financial statements.~~2016

~~F-3~~Tinton Falls, NJ

~~B-SCADA,~~Reply ~~INC~~to: 730 Hope Road Tinton Falls NJ 07724 Phone: 732.676.4100 Fax: 732.676.4101

~~CONSOLIDATED~~40 ~~STATEMENTS~~Bey OFLea ~~COMPREHENSIVE~~Road, ~~INCOME~~Suite A101 Toms River NJ 08753 Phone: 732.349.6880 Fax: 732.349.1949

	For the Years Ended
	October 31,
	2014		2013
Net Income	$	1,029,563	$	871,248
Other Comprehensive Income (Loss)
Foreign Currency Translation Adjustment		(5,215)		--
Comprehensive Income	$	1,024,348	$	871,248

Member of CPAmerica International

~~See~~Auditors ~~the~~of ~~accompanying~~SEC ~~notes~~Registrants tounder ~~consolidated~~the ~~financial statements.~~PCAOB

~~F-4~~www.CGteam.com

BF-~~SCADA, INC.~~1

~~CONSOLIDATED~~B-SCADA, ~~STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY~~INC.

							Accumulated
					Additional		Other				Total
	Common Stock				Paid in		Comprehensive		Accumulated		Stockholders’
	Shares		Amount		Capital		Loss		Deficit		Equity
Balance - November 1, 2012	24,586,672	$	2,459	$	7,100,728	$	--	$	(7,173,732)	$	(70,545)
Net income for the year ended
October 31, 2013	--		--		--		--		871,248		871,248
Balance - October 31, 2013	24,586,672		2,459		7,100,728		--		(6,302,484)		800,703
Common stock issued for cashless exercise of warrant	232,500		23		(23)		--		--		--
Sale of common stock at $0.33 per share	2,424,242		242		799,758		--		--		800,000
Foreign currency translation	--		--		--		(5,215)		--		(5,215)
Net income for the year ended
October 31, 2014	--		--		--		--		1,029,563		1,029,563
Balance - October 31, 2014	27,243,414	$	2,724	$	7,900,463	$	(5,215)	$	(5,272,921)	$	2,625,051

CONSOLIDATED BALANCE SHEETS

See the accompanying notes to consolidated financial statements.


	October 31,
	2015		2014
Assets
Current Assets
Cash and Cash Equivalents	$	840,777	$	1,144,915
Accounts Receivable - Net		58,943		233,525
Accrued Revenue		217,050		222,550
Inventory		219		--
Deferred Income Tax - Current		--		186,221
IVA Tax Receivable - Net		29,197		--
Prepaid Expenses and Other Current Assets		34,334		226,598
Total Current Assets		1,180,520		2,013,809

Property and Equipment - Net		225,165		223,452

Other Assets
Intangible Assets		314,735		114,735
Deferred Income Tax		1,061,824		711,272
Security Deposits		1,555		1,500
Total Other Assets		1,378,114		827,507

Total Assets	$	2,783,799	$	3,064,768

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts Payable and Accrued Liabilities	$	208,592	$	142,528
Deferred Revenue		194,964		178,698
Mortgage Payable - Current		16,887		16,066
Total Current Liabilities		420,443		337,292

Long Term Liabilities
Mortgage Payable		85,540		102,425

Total Liabilities		505,983		439,717

Commitments and Contingencies		--		--

Stockholders’ Equity
Preferred Stock, $0.0001 Par Value, 5,000,000 Shares
Authorized and Unissued		--		--
Common Stock, $0.0001 Par Value; 100,000,000 Shares
Authorized; Shares Issued and Outstanding, 27,243,414 at
October 31, 2015 and 2014		2,724		2,724
Additional Paid in Capital		7,972,856		7,900,463
Accumulated Other Comprehensive Loss		(26,622)		(5,215)
Accumulated Deficit		(5,671,142)		(5,272,921)
Total Stockholders’ Equity		2,277,816		2,625,051

Total Liabilities and Stockholders’ Equity	$	2,783,799	$	3,064,768

~~F-5~~See the accompanying notes to consolidated financial statements.

BF-~~SCADA, INC.~~2

~~CONSOLIDATED~~B-SCADA, ~~STATEMENTS OF CASH FLOWS~~INC.

	For the Years Ended
	October 31,
	2014		2013
Operating Activities
Net Income	$	1,029,563	$	871,248
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization		11,944		5,040
Deferred Revenue		70,199		49,909
Deferred Income Tax Benefit		(490,749)		(406,744)
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable		(113,907)		(14,653)
Accrued Revenue		(24,400)		(49,400)
Prepaid Expenses and Other Current Assets		(220,340)		(1,488)
Other Assets		2,150		--
Increase (Decrease) in:
Accounts Payable and Accrued Liabilities		(59,327)		(31,922)
Net Cash Provided by Operating Activities		205,133		421,990
Investing Activities
Acquisition of Intangible Assets		(3,256)		(41,479)
Acquisition of Equipment		(95,309)		(8,598)
Net Cash Used for Investing Activities		(98,565)		(50,077)
Financing Activities
Payment of Mortgage Payable		(9,009)		--
Proceeds From Sale of Common Stock		800,000		--
Payment of Note Payable-Related Party		--		(164,173)
Payment of Convertible Note Payable		--		(50,000)
Net Cash Provided by (Used for) Financing Activities		790,991		(214,173)
Foreign Currency Translation Effect		(5,215)		--
Change in Cash and Cash Equivalents		892,344		157,740
Cash and Cash Equivalents - Beginning of Year		252,571		94,831
Cash and Cash Equivalents - End of Year	$	1,144,915	$	252,571
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Interest	$	3,869	$	62,650
Income Taxes	$	--	$	--
Non-Cash Investing Activities
Acquisition of intangible asset with accounts payable	$	--	$	70,000
Acquisition of building with mortgage payable	$	127,500	$	--
Non-Cash Financing Activities
Issuance of common stock for cashless warrant exercise	$	23	$	--

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

See the accompanying notes to consolidated financial statements.


	For the Years Ended
	October 31,
	2015		2014

Revenue
Technology Licensing and Support	$	1,750,753	$	1,803,622
Commercial Software		184,715		233,950
Total Revenues		1,935,468		2,037,572

Operating Expenses
Technology Licensing and Support		282,876		191,590
Commercial Software		450,034		245,674
Sales and Marketing		600,544		361,065
Research and Development		122,487		115,496
General and Administrative		1,021,424		570,567
Depreciation and Amortization		17,290		11,944
Total Operating Expenses		2,494,655		1,496,336

Operating Income (Loss)		(559,187)		541,236

Other Income (Expenses)
Interest Income		2,398		1,447
Interest Expense		(5,763)		(3,869)
Total Other Income (Expenses) - Net		(3,365)		(2,422)

Income (Loss) Before Income Taxes		(562,552)		538,814

Benefit from Income Taxes (Note 8)		(164,331)		(490,749)

Net Income (Loss)		(398,221)		1,029,563

Other Comprehensive Income (Loss)
Foreign Currency Translation Adjustment		(21,407)		(5,215)

Comprehensive Income (Loss)	$	(419,628)	$	1,024,348

Basic and Diluted Earnings (Loss) Per Common Share	$	(0.01)	$	0.04

Weighted-Average Common Shares Outstanding - Basic and Diluted Earnings (Loss) Per Share		27,243,414		25,310,103

~~F-6~~See the accompanying notes to consolidated financial statements.

BF-~~SCADA, INC.~~3

~~NOTES~~B-SCADA, ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~OCTOBER~~CONSOLIDATED ~~31,~~STATEMENT ~~2014~~OF CHANGES IN STOCKHOLDERS’ EQUITY

(1) Nature of Business and Basis of Presentation


						Accumulated
				Additional		Other				Total
	Common Stock			Paid in		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Loss		Deficit		Equity

Balance - November 1, 2013	24,586,672	$	2,459	$	7,100,728	$	--	$	(6,302,484)	$	800,703

Common stock issued for cashless
exercise of warrant	232,500		23		(23)		--		--		--

Sale of common stock at $0.33 per share	2,424,242		242		799,758		--		--		800,000

Foreign currency translation	--		--		--		(5,215)		--		(5,215)

Net income for the year ended
October 31, 2014	--		--		--		--		1,029,563		1,029,563

Balance - October 31, 2014	27,243,414		2,724		7,900,463		(5,215)		(5,272,921)		2,625,051

Stock-based compensation for
employee options	--		--		72,393		--		--		72,393

Foreign currency translation	--		--		--		(21,407)		--		(21,407)

Net loss for the year ended
October 31, 2015	--		--		--		--		(398,221)		(398,221)

Balance - October 31, 2015	27,243,414	$	2,724	$	7,972,856	$	(26,622)	$	(5,671,142)	$	2,277,816

~~B-Scada,~~See ~~Inc., (“B-Scada”,~~ the ~~“Company”,~~accompanying ~~“we”~~notes ~~or “us”), a Delaware corporation, was originally formed under the name Firefly Learning, Inc. in May 2001. In October 2005, pursuant~~ to anconsolidated ~~exchange~~financial ~~agreement, we acquired all of the issued and outstanding shares of capital stock of Mobiform Software, Ltd~~statements. (“Mobiform Canada”), a Canadian corporation, in exchange for 14,299,593 shares of our common stock and changed our name to Mobiform Software, Inc. Effective September 14, 2010, Mobiform Canada was dissolved. On October 19, 2012, we changed our name to B-Scada, Inc. On October 15, 2014, we formed a wholly-owned subsidiary in Spain, B-Scada Soluciones Industriales SL (“B-Scada Spain”) to provide improved sales, service and support to Europe, Latin America, the Middle East and Africa.

BF-Scada is in the business of developing software products for the visualization and monitoring of data in heavy industry. Our HMI (Human Machine Interface) software and SCADA (Supervisory Control and Data Acquisition) products are utilized in petro chemical, electricity distribution, transportation, facilities management and manufacturing industries. B-Scada also licenses portions of its technology for use in the products of smaller software firms and Fortune 500 companies. Our products are marketed and sold globally and offered through a sales channel of system integrators and resellers.4

~~(2) Summary~~B-SCADA, ~~of Significant Accounting Policies~~INC.

~~Use~~CONSOLIDATED ofSTATEMENTS ~~Estimates~~OF -CASH The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.FLOWS

Principles of Consolidation - The consolidated financial statements include the accounts of B-Scada, Inc. and its wholly-owned Spanish subsidiary, B-Scada Soluciones Industriales SL. All material intercompany balances and transactions have been eliminated in consolidation.


	For the Years Ended
	October 31,
	2015		2014
Operating Activities
Net Income (Loss)	$	(398,221)	$	1,029,563
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided by (Used for) Operating Activities:
Depreciation and Amortization		17,290		11,944
Deferred Revenue		16,266		70,199
Deferred Income Tax Benefit		(164,331)		(490,749)
Stock-Based Compensation		72,393		--
Loss on Disposal of Assets		280		--

Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable		174,582		(113,907)
Accrued Revenue		5,500		(24,400)
Inventory		(219)		--
IVA Tax Receivable - Net		(29,197)		--
Prepaid Expenses and Other Current Assets		192,264		(220,340)
Security Deposits		(55)		2,150
Increase (Decrease) in:
Accounts Payable and Accrued Liabilities		66,064		(59,327)
Net Cash Provided by (Used for) Operating Activities		(47,384)		205,133

Investing Activities
Acquisition of Intangible Asset		(200,000)		(3,256)
Acquisition of Equipment		(19,283)		(95,309)
Net Cash Used for Investing Activities		(219,283)		(98,565)

Financing Activities
Payment of Mortgage Payable		(16,064)		(9,009)
Proceeds from Sale of Common Stock		--		800,000
Net Cash Provided by (Used for) Financing Activities		(16,064)		790,991

Foreign Currency Translation Effect		(21,407)		(5,215)

Change in Cash and Cash Equivalents		(304,138)		892,344

Cash and Cash Equivalents - Beginning of Year		1,144,915		252,571

Cash and Cash Equivalents - End of Year	$	840,777	$	1,144,915

Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Interest	$	5,763	$	3,869
Income Taxes	$	--	$	--

Non-Cash Investing Activities
Acquisition of building with mortgage payable	$	--	$	127,500

Non-Cash Financing Activities
Issuance of common stock for cashless warrant exercise	$	--	$	23

~~Cash~~See ~~and~~the ~~Cash~~accompanying ~~Equivalents~~notes ~~- We consider all highly liquid investments, with a maturity of three months or less when purchased,~~ to beconsolidated ~~cash~~financial ~~equivalents~~statements.

~~Revenue Recognition~~ F- Our revenues are recognized in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 985-605 “Revenue Recognition” for the software industry. Revenue from the sale of software licenses is recognized when standardized software modules are delivered to and accepted by the customer, the license term has begun, the fee is fixed or determinable and collectability is probable. Revenue from software maintenance contracts and Application Service Provider (“ASP”) services are recognized ratably over the lives of the contracts. Revenue from professional services is recognized when the service is provided.5

~~We enter into revenue arrangements in which a customer may purchase a combination of software, maintenance and support, and professional services (multiple~~B-~~element arrangements). When vendor-specific objective evidence (“VSOE”) of fair value exists for all elements~~SCADA, ~~we allocate revenue to each element based on the relative fair value of each of the elements~~INC. VSOE of fair value is established by the price charged when that element is sold separately. For maintenance and support, VSOE of fair value is established by renewal rates, when they are sold separately. For arrangements where VSOE of fair value exists only for the undelivered elements, we defer the full fair value of the undelivered elements and recognize the difference between the total arrangement fee and the amount deferred for the undelivered items as revenue, assuming all other criteria for revenue recognition have been met.

~~Reclassification~~NOTES -TO ~~Certain~~CONSOLIDATED ~~fiscal~~FINANCIAL ~~2013 amounts in the statement of operations have been reclassified to conform to fiscal 2014 presentation.~~STATEMENTS

~~Fair~~OCTOBER Value of Financial Instruments - FASB ASC Topic 825 “Financial Instruments” requires the disclosure of fair values for all financial instruments, both on-and off-balance-sheet, for which it is practicable to estimate fair value. We estimate that there are no material variations between fair value and book value of our financial assets and liabilities as of October 31, ~~2014 and 2013. We generally do not require collateral related to our financial instruments.~~2015

~~F-7~~(1) Nature of Business and Basis of Presentation

B-~~SCADA~~Scada, ~~INC~~Inc. (“B-Scada”, the “Company”, “we” or “us”), a Delaware corporation, was originally formed under the name Firefly Learning, Inc. in May 2001. In October 2005, pursuant to an exchange agreement, we acquired all of the issued and outstanding shares of capital stock of Mobiform Software, Ltd. (“Mobiform Canada”), a Canadian corporation, in exchange for 14,299,593 shares of our common stock and changed our name to Mobiform Software, Inc. Effective September 14, 2010, Mobiform Canada was dissolved. On October 19, 2012, we changed our name to B-Scada, Inc. On October 15, 2014, we formed a wholly-owned subsidiary in Spain, B-Scada Soluciones Industriales SL (“B-Scada Spain”) to provide improved sales, service and support to Europe, Latin America, the Middle East and Africa. On August 20, 2015 we formed a wholly-owned U.S. subsidiary, Monitor Sensing Technologies, Inc., a Florida corporation, which will operate our wireless sensor business.

~~NOTES~~B-Scada TOis ~~CONSOLIDATED~~in ~~FINANCIAL~~the ~~STATEMENTS~~business of developing software and hardware products for the visualization and monitoring of data in residential, commercial and heavy industries. Our HMI (Human Machine Interface) software and SCADA (Supervisory Control and Data Acquisition) products are utilized in the petrochemical, electricity distribution, transportation, facilities management and manufacturing industries. B-Scada licenses portions of its technology for use in the products of smaller software firms and Fortune 500 companies. B-Scada also markets and sells a line of wireless sensors used for monitoring various information like temperature, pressure, voltage and water detection. The sensors are used in a variety of light commercial applications. Our products are marketed and sold globally and offered through a sales channel of system integrators and resellers.

~~OCTOBER~~(2) Summary ~~31,~~of ~~2014~~Significant Accounting Policies

~~(2) Summary~~Use of ~~Significant~~Estimates ~~Accounting~~- ~~Policies~~The ~~(continued)~~preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Concentration~~Principles of ~~Credit~~Consolidation ~~Risk~~ - ~~Financial~~The ~~instruments~~consolidated ~~that~~financial ~~potentially~~statements ~~subject~~include usthe toaccounts ~~significant~~of ~~concentrations~~B-Scada, ofInc. ~~credit~~and ~~risk~~our ~~consist~~wholly-owned ~~primarily~~subsidiaries. ofAll ~~cash,~~material ~~cash~~intercompany ~~equivalents,~~balances and ~~accounts~~transactions ~~receivable~~have been eliminated in consolidation.

WeCash ~~maintain our cash~~ and ~~cash~~Cash ~~equivalents~~Equivalents in- ~~accounts~~We ~~with~~consider ~~major~~all ~~financial~~highly ~~institutions~~liquid ininvestments, ~~the~~with ~~form~~a ofmaturity ~~demand deposits. Deposits in these banks may exceed the amounts~~ of ~~insurance~~ ~~provided~~three onmonths ~~such~~or ~~deposits. At~~less ~~October~~when 31purchased, ~~2014,~~to webe ~~had approximately $350,000 and $250,000, respectively, in~~ cash ~~in two financial institutions in excess of the $250,000 FDIC insured limit~~equivalents. ~~No such amounts were at risk as of October 31, 2013.~~

~~Concentrations~~Revenue ofRecognition ~~credit~~- ~~risk~~Our revenues are recognized in accordance with ~~respect~~Financial toAccounting ~~trade~~Standards ~~accounts~~Board ~~receivable~~("FASB") ~~are~~Accounting ~~limited. We~~Standards ~~routinely~~Codification ~~assess~~("ASC") Topic 985-605 “Revenue Recognition” for the ~~financial~~software ~~strength~~industry. Revenue from the sale of ~~customers~~software licenses is recognized when standardized software modules are delivered to and, ~~based~~accepted ~~upon~~by ~~factors~~the ~~concerning~~customer, ~~credit~~the ~~risk~~license term has begun, wethe ~~establish~~fee anis ~~allowance~~fixed ~~for~~or ~~doubtful~~determinable ~~accounts~~and collectability is probable. AsRevenue offrom ~~October~~software ~~31,~~maintenance ~~2014~~contracts and ~~2013,~~Application ~~based~~Service onProvider ~~this~~(“ASP”) ~~assessment,~~services ~~management~~are ~~has~~recognized ~~not~~ratably ~~established~~over anthe ~~allowance~~lives ~~for~~of ~~doubtful~~the ~~accounts~~contracts. Revenue ~~Management~~from ~~believes~~professional ~~that~~services ~~accounts~~is ~~receivable~~recognized ~~credit~~when ~~risk~~the ~~exposure~~service is ~~limited~~provided.

~~Property~~We ~~and~~enter ~~Equipment~~into -revenue ~~Property~~arrangements ~~and~~in ~~equipment~~which ~~are~~a ~~carried~~customer atmay ~~cost~~purchase ~~less~~a ~~accumulated~~combination ~~depreciation. Depreciation~~of software, maintenance and ~~amortization~~support, isand ~~recorded~~professional onservices ~~the~~(multiple-element ~~straight~~arrangements). When vendor-~~line~~specific ~~method~~objective ~~over~~evidence ~~three~~(“VSOE”) toof ~~forty~~fair ~~years~~value exists for all elements, ~~which~~we ~~approximates~~allocate revenue to each element based on the ~~estimated~~relative ~~useful~~fair ~~lives~~value of each of the ~~assets~~elements. ~~Routine~~VSOE ~~maintenance~~of ~~and~~fair ~~repair~~value ~~costs~~is ~~are~~established by the price charged towhen ~~expense~~that aselement ~~incurred~~is ~~and~~sold ~~renewals~~separately. For maintenance and ~~improvements~~support, ~~that~~VSOE ~~extend~~of ~~the~~fair ~~useful~~value ~~life~~is ofestablished ~~the~~by ~~assets~~renewal rates, when they are ~~capitalized~~sold separately. ~~Upon~~For ~~sale~~arrangements orwhere ~~retirement~~VSOE of fair value exists only for the undelivered elements, we defer the ~~cost~~full ~~and~~fair ~~related~~value ~~accumulated~~of ~~depreciation~~the undelivered elements and ~~amortization~~recognize ~~are~~the ~~eliminated~~difference ~~from~~between the ~~respective~~total ~~accounts~~arrangement fee and ~~any~~the ~~resulting~~amount ~~gain~~deferred orfor ~~loss~~the isundelivered ~~reported~~items inas ~~the~~revenue, ~~statement~~assuming ofall ~~operations~~other criteria for revenue recognition have been met.

~~Intangible Assets~~ F- ~~The intangible assets, domain names, are recorded at acquisition cost and are considered indefinite life intangible assets not subject to amortization.~~6

~~Impairment of Long~~B-~~Lived Assets - We review our long-lived assets~~SCADA, ~~including intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable~~INC. When such factors and circumstances exist, we compare the projected undiscounted future cash flows associated with the future use and disposal of the related assets or group of assets to their respective carrying amounts. Impairment, if any, is measured as the excess of the carrying amount over the fair value based on market value (when available) or discounted expected cash flows of those assets, and is recorded in the period in which the determination is made.

~~Intangible~~NOTES ~~assets~~TO ~~not~~CONSOLIDATED ~~subject~~FINANCIAL to amortization are tested annually for impairment and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. These tests were performed for the year ended October 31, 2014 and it was determined that the carrying value of the asset was not impaired. STATEMENTS

~~Foreign~~OCTOBER Currency Translation - We consider the U.S. dollar (“US$”) to be our functional currency. B-Scada Spain considers the Euro (“Euro”) to be its functional currency. Assets and liabilities are translated into US$ at the period end exchange rate. Income and expense amounts are translated using the average rates during the period. Gains and losses resulting from translating foreign currency financial statements are included in accumulated other comprehensive income or loss31, ~~a separate component of stockholders’ equity.~~2015

~~Equity-Based Compensation - We account for equity based compensation transactions with employees under the FASB ASC Topic No. 718, “Compensation, Stock Compensation”~~ (~~“Topic No. 718”~~2). Summary ~~Topic No. 718 requires the recognition~~ of ~~the~~Significant ~~fair~~Accounting ~~value~~Policies of equity-based compensation in net earnings. The fair value of common stock issued for compensation is measured at the market price on date of grant. The fair value of our equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that we estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards granted to employees is amortized over the vesting period of the award and we elected to use the straight-line method for awards granted after the adoption of Topic No. 718. (continued)

WeInventory ~~account for equity based transactions with non~~-~~employees~~ ~~under~~Inventory ~~the~~consists ~~provisions~~ of ~~ASC~~finished ~~Topic~~goods ~~No.~~and ~~505-50,~~is ~~“Equity-Based~~stated ~~Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured~~ at the ~~fair~~lower ~~value~~ of ~~the~~cost ~~consideration received~~ or the fair value of the equity instruments issued, whichever is more reliably measurable. When the equity instrument is utilized for measurement the fair value of (i) common stock issued for payments to non-employees is measured at the market ~~price~~determined onby the ~~date of grant; (ii) equity instruments~~first-in, ~~other than common stock, is estimated using the Black~~first-~~Scholes~~out ~~option valuation model~~method. ~~In general, we recognize an asset or expense in the same manner as if it is to pay cash for the goods or services instead of paying with or using the equity instrument.~~

FReclassification -8 The fiscal 2014 statements of operations and comprehensive income have been combined to conform to fiscal 2015 presentation.

BFair Value of Financial Instruments -~~SCADA~~ FASB ASC Topic 825 “Financial Instruments” requires the disclosure of fair values for all financial instruments, ~~INC~~both on-and off-balance-sheet, for which it is practicable to estimate fair value. We estimate that there are no material variations between fair value and book value of our financial assets and liabilities as of October 31, 2015 and 2014. We generally do not require collateral related to our financial instruments.

~~NOTES~~Concentration TOof ~~CONSOLIDATED~~Credit ~~FINANCIAL~~Risk ~~STATEMENTS~~- Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable.

~~OCTOBER~~We maintain our cash and cash equivalents in accounts with major financial institutions in the form of demand deposits. Deposits in these banks may exceed the amounts of insurance provided on such deposits. At October 31, 2015, we had approximately $167,000 and $47,000, respectively, in cash in two financial institutions in excess of the $250,000 FDIC insured limit. At October 31, 2014, we had approximately $350,000 and $250,000, respectively, in cash in two financial institutions in excess of the $250,000 FDIC insured limit.

~~(2)~~Concentrations of credits risk with respect to trade accounts receivable are limited. ~~Summary~~We routinely assess the financial strength of ~~Significant~~customers ~~Accounting~~and, ~~Policies~~based ~~(continued)~~upon factors concerning credit risk, we establish an allowance for doubtful accounts. As of October 31, 2015 and 2014, based on this assessment, management has established an allowance for doubtful accounts of $726 and $-0-, respectively. Management believes that accounts receivable credit risk exposure is limited.

~~Income~~Property ~~Taxes~~and Equipment - WeProperty ~~account~~and ~~for~~equipment ~~income~~are ~~taxes~~carried ~~under~~at ~~the~~cost ~~provisions~~less ofaccumulated ~~FASB~~depreciation. Depreciation ~~ASC~~and ~~Topic~~amortization ~~740~~is ~~“Income~~recorded ~~Taxes”~~on ~~(“Topic 740”) which requires~~ the ~~use~~straight-line ~~of the liability~~ method ofover ~~accounting~~three ~~for~~to ~~income~~forty ~~taxes.~~years, ~~The~~which ~~liability~~approximates ~~method measures deferred income taxes by applying enacted statutory rates in effect at~~ the ~~balance~~estimated ~~sheet~~useful ~~date~~lives toof the ~~differences between the tax basis of~~ assets. Routine ~~and~~maintenance ~~liabilities~~ and ~~their~~repair ~~reported~~costs ~~amounts on the financial statements. The resulting deferred tax assets or liabilities~~ are ~~adjusted~~charged to ~~reflect~~expense ~~changes in tax laws~~ as ~~they~~incurred ~~occur.~~and Arenewals ~~valuation~~and ~~allowance~~improvements ~~is provided when it is more likely than not~~ that aextend ~~deferred tax asset will not be realized. At October 31, 2012,~~ the ~~entire~~useful ~~deferred~~life ~~tax~~of ~~asset, which arises primarily from our net operating losses, had been fully reserved because management had determined that it was not "more likely than not" that~~ the ~~net~~assets ~~operating~~are ~~loss carry forwards would be realized in the future~~capitalized. Upon ~~Based~~sale onor ~~its~~retirement, ~~evaluation of~~ the ~~positive~~cost and ~~negative~~related ~~evidence~~accumulated atdepreciation ~~October 31, 2014~~ and ~~2013,~~amortization ~~management~~are ~~determined~~eliminated ~~that~~from the ~~Company~~respective ~~would~~accounts ~~utilize~~and ~~its~~any ~~net~~resulting ~~operating~~gain or loss ~~carry~~is ~~forwards~~reported in ~~future periods and that it was "more likely than not" that it would utilize its deferred tax assets. As a result, management elected to reduce~~ the ~~Company's~~statement ~~deferred tax asset valuation allowance by $490,749 and $406,744 as~~ of ~~October 31, 2014 and 2013, respectively (see Note 10)~~operations.

WeIntangible doAssets ~~not~~- ~~believe~~The weintangible ~~have~~assets ~~any~~are ~~uncertain~~recorded ~~tax~~at ~~positions~~acquisition ~~deemed~~cost ~~material~~and asconsist of ~~October~~domain 31names, ~~2014~~which ~~and~~are ~~2013.~~considered ~~With~~indefinite ~~few~~life ~~exceptions,~~intangible weassets ~~believe~~not ~~we are no longer~~ subject to ~~U.S.~~amortization, ~~federal~~ and ~~state~~technology ~~income~~development, ~~tax~~which ~~examinations~~is byconsidered ~~tax~~a ~~authorities~~finite ~~for~~life ~~tax~~intangible ~~periods~~asset ~~prior~~and ~~to fiscal 2011. Our practice~~ is toamortized ~~recognize~~over ~~interest~~the ~~and/or~~estimated ~~penalties~~economic ~~related~~life ~~to income tax matters in income tax expense. As~~ of ~~October~~the ~~31, 2014 and 2013, we had no accrued interest or penalties~~asset. We currently have no federal or state tax examinations in progress nor have we had any federal or state tax examinations since a fiscal 2012 federal examination which resulted in no change.

~~Earnings~~Impairment ~~Per~~of ~~Share~~Long-Lived Assets - ~~Basic~~We ~~earnings~~review ~~per~~our ~~share~~long-lived isassets, ~~computed~~including byintangible ~~dividing~~assets ~~net~~subject ~~income~~to byamortization, ~~the~~for ~~weighted~~impairment ~~average~~whenever ~~number~~events ofor ~~common~~changes ~~shares~~in ~~outstanding~~circumstances ~~during~~indicate that the ~~period.~~carrying ~~Diluted~~amount ~~earnings~~of ~~per~~an ~~share~~asset ~~reflects~~may ~~the~~not ~~amount~~be ofrecoverable. When ~~earnings~~such ~~for~~factors ~~the~~and ~~period~~circumstances ~~available~~exist, towe ~~each~~compare ~~share~~the ofprojected ~~common~~undiscounted ~~stock~~future ~~outstanding~~cash ~~during~~flows associated with the ~~reporting~~future ~~period,~~use ~~while~~and ~~giving~~disposal ~~effect~~of tothe ~~all~~related ~~dilutive~~assets ~~potential~~or ~~common~~group ~~shares~~of ~~that~~assets ~~were~~to ~~outstanding~~their ~~during~~respective ~~the~~carrying ~~period~~amounts. Impairment, ~~such~~if any, is measured as ~~common~~the ~~shares~~excess ~~that~~of ~~could~~the ~~result~~carrying ~~from~~amount over the ~~potential~~fair ~~exercise~~value based on market value (when available) or ~~conversion~~discounted expected cash flows of ~~securities~~those ~~into~~assets, ~~common~~and ~~stock~~is recorded in the period in which the determination is made.

~~Advertising~~Intangible ~~Expense~~assets -not Wesubject ~~expense~~to ~~advertising~~amortization ~~costs~~are astested ~~incurred. Advertising~~annually ~~expense~~for ~~amounted~~impairment toand ~~$100,472~~more ~~and~~frequently ~~$61,460~~if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. These tests were performed for the years ~~ending~~ended October 31, ~~2014~~2015 and ~~2013~~2014, ~~respectively~~and it was determined that the carrying value of the assets were not impaired.

~~Research and Development Costs~~ F- ~~Research and development costs are expensed as incurred.~~ 7

~~Subsequent Events~~ B- ~~The Company evaluated subsequent events~~SCADA, ~~which are events or transactions that occurred after October 31, 2014 through the date of the issuance of the accompanying consolidated financial statements~~INC.

~~(3) New~~NOTES ~~Authoritative~~TO ~~Accounting~~CONSOLIDATED ~~Guidance~~FINANCIAL STATEMENTS

InOCTOBER May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition”, and most industry-specific guidance. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in the ASU will be applied using one of two retrospective methods. The effective date will be the first quarter of our fiscal year ended October 31, ~~2018. We have not determined the potential effects on our financial statements.~~2015

~~Management~~(2) Summary ~~does~~of ~~not~~Significant ~~believe~~Accounting ~~that~~Policies ~~any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying financial statements.~~(continued)

FTechnology Development -9 We capitalize costs to develop technology for sale once technological feasibility is established. Costs incurred to establish technological feasibility are charged to expense when incurred. Capitalization of technology costs cease when the related products are available for sale and at this time the capitalized costs are amortized on a straight-line method over the remaining estimated economic life of the product.

Foreign Currency Translation - We consider the U.S. dollar (“US$”) to be our functional currency. B-~~SCADA~~Scada Spain considers the Euro (“Euro”) to be its functional currency. Assets and liabilities are translated into US$ at the period end exchange rate. Income and expense amounts are translated using the average rates during the period. Gains and losses resulting from translating foreign currency financial statements are included in accumulated other comprehensive income or loss, ~~INC~~a separate component of stockholders’ equity.

~~NOTES~~Equity-Based TOCompensation ~~CONSOLIDATED~~- ~~FINANCIAL~~We ~~STATEMENTS~~account for equity based compensation transactions with employees under FASB ASC Topic No. 718, “Compensation, Stock Compensation” (“Topic No. 718”). Topic No. 718 requires the recognition of the fair value of equity-based compensation in net earnings. The fair value of common stock issued for compensation is measured at the market price on date of grant. The fair value of our equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that we estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards granted to employees is amortized over the vesting period of the award and we elected to use the straight-line method for awards granted after the adoption of Topic No. 718.

~~OCTOBER~~We 31account for equity based transactions with non-employees under the provisions of FASB ASC Topic No. 505-50, ~~2014~~“Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. When the equity instrument is utilized for measurement the fair value of (i) common stock issued for payments to non-employees is measured at the market price on the date of grant; (ii) equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize an asset or expense in the same manner as if it is to pay cash for the goods or services instead of paying with or using the equity instrument.

Income Taxes - We account for income taxes under the provisions of FASB ASC Topic 740 “Income Taxes” (4“Topic 740”) ~~Property~~ which requires the use of the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and ~~Equipment~~liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. At October 31, 2012, the entire deferred tax asset, which arises primarily from our net operating losses, had been fully reserved because management had determined that it was not "more likely than not" that the net operating loss carry forwards would be realized in the future. Based on its evaluation of the positive and negative evidence in fiscal years subsequent to October 31, 2012, management determined that the Company would utilize its net operating loss carry forwards in future periods and that it was "more likely than not" that it would utilize its deferred tax assets (see Note 8).

~~Property~~We do not believe we have any uncertain tax positions deemed material as of October 31, 2015 and ~~equipment~~2014. ~~consists~~With few exceptions, we believe we are no longer subject to U.S. federal and state income tax examinations by tax authorities for tax periods prior to fiscal 2012. B-Scada Spain files corporate income taxes based on a calendar year and will be subject to tax examinations by tax authorities in Spain for 2015 and 2014. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of ~~the~~October ~~following:~~31, 2015 and 2014, we had no accrued interest or penalties. We currently have no federal or state tax examinations in progress nor have we had any federal or state tax examinations since a fiscal 2012 federal examination which resulted in no change.

	October 31,		Estimated
	2014	2013	Useful Lives
Land	$ 15,531	$ --	--
Building and Improvements	176,071	--	7 - 40 years
Computer Equipment	55,304	46,265	5 years
Office Equipment	34,429	24,432	5 - 7 years
Software	37,593	25,422	3 years
Total	318,928	96,119
Less: Accumulated Depreciation
and Amortization	(95,476)	(83,532)
	$ 223,452	$ 12,587

F-8

~~(5) Intangible~~B-SCADA, ~~Assets~~INC.

~~The~~NOTES ~~intangible~~TO ~~assets~~CONSOLIDATED ~~consist~~FINANCIAL ~~of the following:~~STATEMENTS

	October 31,
	2014	2013
Domain names	$ 114,735	$ 111,479

OCTOBER 31, 2015

(62) ~~Convertible~~Summary ~~Debt~~of Significant Accounting Policies (continued)

OnEarnings ~~October~~(Loss) ~~25,~~Per ~~2013,~~Share we- ~~paid~~Basic ~~$81,101~~earnings to(loss) ~~our~~per ~~promissory~~share ~~convertible~~is ~~noteholder~~computed ~~for~~by ~~full~~dividing ~~payment~~net ofincome ~~promissory~~(loss) ~~notes~~by ~~and~~the ~~accrued~~weighted ~~interest~~average atnumber 8%of ~~per~~common ~~annum~~shares ~~owed~~outstanding ~~him~~during the period. ~~The~~Diluted ~~payment~~earnings ~~included~~(loss) ~~principal~~per inshare reflects the amount of ~~$50,000~~earnings ~~and~~(loss) ~~accrued~~for ~~interest~~the period available to each share of ~~$31~~common stock outstanding during the reporting period,~~101.~~ while giving effect to all dilutive potential common shares that were outstanding during the period, such as common shares that could result from the potential exercise or conversion of securities into common stock.

~~Interest~~Advertising Expense - We expense onadvertising ~~convertible~~costs ~~debt~~as incurred. Advertising expense amounted to $100,351 and $100,472 for the ~~year~~years ended October 31, ~~2013~~2015 ~~amounted~~and ~~to $7~~2014,~~434.~~ respectively.

~~(7) Mortgage~~Research ~~Payable~~and Development Costs - Research and development costs are expensed as incurred.

InSubsequent ~~February~~Events ~~2014,~~- weThe ~~purchased~~Company aevaluated ~~new~~subsequent ~~office~~events, ~~facility~~which ~~and~~are ~~incurred~~events aor ~~mortgage~~transactions inthat ~~the~~occurred ~~amount~~after ofOctober ~~$127~~31,~~500~~ ~~payable~~2015 tothrough the ~~seller~~date of the ~~property. The~~issuance ~~balance is payable over 7 years in monthly payments~~ of ~~$1,802~~the ~~which~~accompanying ~~include~~consolidated ~~interest~~financial ~~at 5% per annum~~statements. ~~The outstanding mortgage balance at October 31, 2014 is $118,491.~~

~~Future~~(3) New ~~maturities~~Authoritative ofAccounting ~~long-term debt as of October 31, 2014 are as follows:~~Guidance

Years Ended
October 31,
2015	$ 16,066
2016	16,887
2017	17,751
2018	18,659
2019	19,614
Thereafter	29,514
	$ 118,491

In November 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-17, “Income Taxes” (Topic 740), which revises the balance sheet classification of deferred taxes. Currently, entities are required to separate deferred tax assets and liabilities into current and noncurrent amounts on the balance sheet, ASU No. 2015-17 requires that deferred tax assets and liabilities be classified as all noncurrent on the balance sheet. The amendments in the ASU may be applied either retrospectively or prospectively. The effective date will be the first quarter of our fiscal year ended October 31, 2018. We have elected to prospectively apply the guidance in ASU No. 2015-17 effective with our fiscal quarter ended October 31, 2015.

FIn May 2014, the FASB issued ASU No. 2014-1009, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition”, and most industry-specific guidance. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in the ASU will be applied using one of two retrospective methods. The effective date will be the first quarter of our fiscal year ended October 31, 2018.

BIn August 2015, the FASB issued ASU No. 2015-~~SCADA~~14, ~~INC~~“Revenue from Contracts with Customers” (Topic 606), which defers the effective date of ASU No. 2014-09 by one year. As a result, the effective date will now be the first quarter of our fiscal year ended October 31, 2019. We have not determined the potential effects on our consolidated financial statements.

~~NOTES~~Management TOdoes ~~CONSOLIDATED~~not ~~FINANCIAL~~believe ~~STATEMENTS~~that any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements.

~~OCTOBER 31, 2014~~F-9

~~(8) Stockholders’~~B-SCADA, ~~Equity~~INC.

WeNOTES ~~are~~TO ~~authorized~~CONSOLIDATED toFINANCIAL issue 100,000,000 shares of common stock, par value $0.0001 per share and 5,000,000 shares of preferred stock, par value $0.0001 per share. At October 31, 2014 there are 27,243,414 common shares issued and outstanding. There are no shares of preferred stock issued and outstanding. STATEMENTS

OnOCTOBER ~~March 6~~31, 2014, the holder of the warrant to purchase 300,000 shares of Company common stock elected to exercise the warrant through a cashless exercise, as defined in the warrant agreement. At the time of exercise, the applicable market value of our common stock was $0.40 and as a result we issued 232,500 shares of Company common stock in full settlement of the warrant.2015

~~Effective as of August 6, 2014, we entered into a Stock Purchase Agreement with Yorkmont Capital Partners, L.P.~~ (~~“Yorkmont”~~4) Property ~~pursuant~~and ~~to which Yorkmont purchased 2,424,242 shares of our common stock for an aggregate purchase price of $800,000 ($0.33 per share).~~ Equipment

~~The~~Property ~~following~~and ~~table~~equipment ~~summarizes~~consists ~~warrant~~of ~~activity.~~the following:

		For the Year Ended		For the Year Ended
	October 31,					Estimated
		October 31, 2014		October 31, 2013
	2015			2014		Useful Lives
		Shares	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price
Land	$	15,531		$	15,531	--
Outstanding at beginning
Building and Improvements		176,071			176,071	7 - 40 years
of period		300,000	$0.09	300,000	$0.09
Computer Equipment		53,081			55,304	5 years
Granted/Sold		--	--	--	--
Office Equipment		43,900			34,429	5 - 7 years
Expired/Cancelled		--	--	--	--
Software		44,383			37,593	3 years
Forfeited		(67,500)	$0.09	--	--
Total		332,966			318,928
Exercised		(232,500)	$0.09	--	--
Less: Accumulated Depreciation
Outstanding at end of period		--	--	300,000	$0.09
and Amortization		(107,801)			(95,476)
	$	225,165		$	223,452

~~The~~(5) Intangible ~~following table summarizes information about stock warrants outstanding as of October 31, 2013:~~Assets

	Warrants
	Outstanding			Exercisable
		Weighted-
		Average
		Remaining	Weighted		Weighted
		Contractual	Average		Average
	Number	Life	Exercise	Number	Exercise
Exercise Price	Outstanding	(in Years)	Price	Exercisable	Price
$0.09	300,000	1.25	$0.09	300,000	$0.09

Intangible assets consist of the following:

At October 31, 2013, the weighted-average exercise price of all warrants was $0.09 and the weighted-average remaining contractual life was 1.25 years.


	October 31,
	2015		2014

Domain names	$	114,735	$	114,735
Technology development		200,000		--

	$	314,735	$	114,735

~~F-11~~(6) Mortgage Payable

~~B-SCADA~~In February 2014, ~~INC~~we purchased a new office facility and incurred a mortgage in the amount of $127,500 payable to the seller of the property. The balance is payable over 7 years in monthly payments of $1,802 which include interest at 5% per annum. The outstanding mortgage balance at October 31, 2015 is $102,427.

~~NOTES~~Future TOmaturities ~~CONSOLIDATED~~of ~~FINANCIAL~~long-term ~~STATEMENTS~~debt as of October 31, 2015 are as follows:

OCTOBER 31, 2014


Years Ended
October 31,

2016	$	16,887
2017		17,751
2018		18,659
2019		19,614
2020		20,617
Thereafter		8,899

	$	102,427

~~(9) Earnings Per Share~~F-10

~~The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share ("EPS") computations for the year ended October 31~~B-SCADA, ~~2013 (there were no dilutive securities in year ended October 31, 2014):~~INC.

	Income		Shares	Per Share
	(Numerator)		(Denominator)	Amount
Basic EPS:
Income Available to Common Stockholders	$	871,248	24,586,672	$	0.04
Effect of Dilutive Securities:
Warrants		--	150,000		--
Diluted EPS:
Income Available to Common Stockholders
Plus Assumed Exercises	$	871,248	24,736,672	$	0.04

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~(10) Income~~OCTOBER ~~Taxes~~31, 2015

~~Components~~(7) Stockholders’ ~~of the benefit from income taxes are as follows:~~Equity

	For the Years Ended
	October 31,
	2014		2013
Current
Federal	$	157,363	$	151,061
State		26,937		25,858
Total Current		184,300		176,919
Deferred
Federal	$	(576,384)	$	(498,355)
State		(98,665)		(85,308)
Total Deferred		(675,049)		(583,663)
Total	$	(490,749)	$	(406,744)

We are authorized to issue 100,000,000 shares of common stock, par value $0.0001 per share and 5,000,000 shares of preferred stock, par value $0.0001 per share. At October 31, 2015 there are 27,243,414 common shares issued and outstanding. There are no shares of preferred stock issued and outstanding.

~~The~~On ~~income~~March ~~tax~~6, ~~expense~~2014, ~~(benefit)~~the ~~differs~~holder ~~from~~of the ~~amount~~warrant ~~computed~~to bypurchase ~~applying~~300,000 shares of Company common stock elected to exercise the ~~United~~warrant ~~States~~through ~~statutory~~a ~~corporate~~cashless ~~income~~exercise, ~~tax~~as ~~rate~~defined in the warrant agreement. At the time of exercise, the applicable market value of our common stock was $0.40 and as ~~follows:~~a result we issued 232,500 shares of Company common stock in full settlement of the warrant.

	For the Years Ended
	October 31,
	2014	2013
United States Statutory Corporate
Income Tax Rate	34.00%	34.00%
State income tax rate net of federal	3.63%	3.63%
Permanent Differences	--%	--%
Change in Valuation Allowance on
Deferred Tax Assets	(128.71)%	(125.20)%
Income Tax Provision (Benefit)	(91.08)%	(87.57)%

FOn February 11, 2015, we elected a new director to the Board of Directors. Pursuant to the election, the director was granted a five-12year non-qualified option to purchase an aggregate of 250,000 shares of our common stock at an exercise price of $0.48 per share. The option vests as follows: 83,333 shares immediately; 83,333 shares on February 11, 2016; 83,334 shares on February 11, 2017. As defined in the agreement, the option has cashless exercise provisions and may terminate in earlier than 5 years. The fair value of the option, $105,298, was calculated using the Black-Scholes pricing model with the following assumptions: Dividend yield - -0-%; Risk-free interest rate - 1.53%; Expected life - 5 years; Expected volatility - 123.54%. Stock-based compensation expense of $72,393 was recorded in the year ended October 31, 2015.

~~B-SCADA~~The following table summarizes the option transactions for the year ended October 31, ~~INC~~2015. There were no option transactions in the year ended October 31, 2014.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	Shares	Weighted Average Exercise Price	Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value

Outstanding at beginning
of period	--	$ --
Granted/Sold	250,000	0.48
Expired/Cancelled	--	--
Forfeited	--	--
Exercised	--	--
Outstanding at October 31, 2015	250,000	$ 0.48	4.28 Years	$ --
Exercisable at October 31, 2015	83,333	$ 0.48	4.28 Years	$ --

~~OCTOBER~~The weighted-average grant-date fair value of options granted during the year ended October 31, ~~2014~~2015 was $0.42. No options were exercised during the period.

~~(10) Income Taxes (continued)~~F-11

~~The components of deferred tax assets (liabilities) at October 31~~B-SCADA, ~~2014 and 2013 are as follows:~~INC.

	2014		2013
Deferred Tax Assets - Current
Net Operating Losses	$	175,356	$	71,560
Accrued Vacation Pay		10,865		10,238
Valuation Allowance		--		(10,238)
		186,221		71,560
Deferred Tax Assets (Liabilities) - Long Term
Net Operating Losses	$	715,403	$	1,003,522
Property and Equipment		(4,131)		(954)
Equity Instruments		--		2,214
Valuation Allowance		--		(669,598)
		711,272		335,184
Net Deferred Tax Asset	$	897,493	$	406,744

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Net~~OCTOBER ~~operating loss carry forwards for tax purposes were approximately $2.4 million at October~~ 31, 2014. A substantial portion of these losses begin to expire in fiscal 2028; all losses expire in fiscal 2030. Tax benefits of operating loss carry forwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carry forward period, and other circumstances.2015

From our inception through October 31, 2012, we had established a full valuation allowance on our deferred tax asset because of a lack of sufficient positive evidence to support its realization. At October 31, 2014 and 2013, based on its evaluation of the positive and negative evidence, management determined that the Company would utilize its net operating loss carry forwards in future periods and that it was "more likely than not" that it would utilize its deferred tax assets. The positive evidence evaluated as of October 31, 2014 and 2013 consists of (i7) Stockholders’ ~~our~~Equity ~~increased revenues, including the signing of several long term licensing agreements which run through fiscal 2019;~~ (iicontinued) our positive earnings, beginning in fiscal 2011 and increasing in each of fiscal 2012 through 2014; (iii) our ability to maintain operating costs as we have grown revenues; (iv) the utilization of net operating loss carry forwards in the last four fiscal years. The negative evidence evaluated as of October 31, 2014 and 2013 consists of (i) our history of operating losses from inception through fiscal 2010; (ii) the possibility that a licensing agreement is cancelled or that non licensing revenues will decline; (iii) the possibility that our operating costs will increase. As a result, management elected to reduce the Company's deferred tax asset valuation allowance by $490,749 and $406,744 as of October 31, 2014 and 2013, respectively.

~~Overall~~Summary ~~the~~of ~~valuation~~non-vested ~~allowance~~options ~~decreased~~as byof ~~approximately $680,000~~ and ~~$462,000~~for in the ~~years~~year ended October 31, ~~2014~~2015 ~~and~~is ~~2013,~~as ~~respectively.~~follows:

(11) Related Party Transactions


		Weighted-
		Average
		Grant-Date
Non-Vested Options	Shares	Fair Value

Non-vested at beginning of period	--	$	--
Granted	250,000	$	0.42
Vested	(83,333)	$	0.42
Forfeited	--	$	--

Non-vested at October 31, 2015	166,667	$	0.42

~~On February 5, 2013, we paid $45,000 to our CEO for partial payment of promissory notes and accrued interest owed him.~~ The ~~payment~~following ~~included~~table ~~principal~~summarizes inwarrant ~~the amount of $36,173 and accrued interest of $8,827~~activity.

On February 25, 2013, we paid $45,000 to our CEO for partial payment of promissory notes and accrued interest owed him. The payment included principal in the amount of $37,500 and accrued interest of $7,500.


	For the Year Ended		For the Year Ended
	October 31, 2015		October 31, 2014
	Shares	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price

Outstanding at beginning
of period	--	--	300,000	$0.09
Granted/Sold	--	--	--	--
Expired/Cancelled	--	--	--	--
Forfeited	--	--	(67,500)	$0.09
Exercised	--	--	(232,500)	$0.09
Outstanding at end of period	--	--	--	--

~~On September 11, 2013, we paid $105,721 to our CEO for full payment of promissory notes and accrued interest owed him.~~(8) ~~The~~Income ~~payment included principal in the amount of $90,500 and accrued interest of $15,221.~~Taxes

AsComponents of ~~October 31, 2013,~~ the ~~promissory~~benefit ~~note~~from ~~balance~~income ~~due~~taxes ~~our~~are ~~CEO~~as ~~and the related accrued interest were paid in full.~~follows:

Interest expense in the amount of $7,979 has been accrued for these notes in the year ended October 31, 2013.


	For the Years Ended
	October 31,
	2015		2014

Current
United States	$	--	$	184,300
Foreign		--		--
Total Current		--		184,300

Deferred
United States	$	(75,465)	$	(675,049)
Foreign		(88,866)		--
Total Deferred		(164,331)		(675,049)

Total	$	(164,331)	$	(490,749)

F-1312

~~(12) Commitments~~B-SCADA, ~~and Contingencies~~INC.

~~Leases~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

WeOCTOBER leased office space in Crystal River, Florida, on a month to month basis through April 30, 2014 when we relocated to the new office facility we purchased. The lease terms were a fixed monthly payment of $2,000 plus our share of certain allocated utilities (not to exceed $2,000 per month) as defined in the agreement. Rental expense, including allocated utilities, for the years ended October 31, ~~2014 and 2013 amounted to approximately $18,000 and $35,000, respectively.~~2015

~~Significant~~(8) Income ~~Customers~~Taxes (continued)

InThe ~~fiscal~~income ~~2014,~~tax ~~three~~expense ~~customers~~(benefit) ~~generated~~differs ~~41%,~~from ~~17%~~the ~~and~~amount ~~11%~~computed ofby ~~our~~applying ~~revenues.~~the ~~One~~United ~~such~~States ~~customer~~statutory ~~accounted~~corporate ~~for~~income ~~87%~~tax ofrate ~~our~~as ~~accounts receivables and another such customer accounted for 100% of our accrued revenue at October 31, 2014.~~follows:

In fiscal 2013, four customers generated 22%, 14%, 14% and 11% of our revenues. Two such customers and one other accounted for 58%, 23% and 12% of our accounts receivable and one such customer accounted for 100% of our accrued revenue at October 31, 2013.


	For the Years Ended
	October 31,
	2015	2014
United States Statutory Corporate
Income Tax Rate	(34.00)%	34.00%
State Income Tax Rate Net of Federal	(3.63)%	3.63%
Foreign Income Tax Effect	8.42%	--%
Change in Valuation Allowance on
Deferred Tax Assets	--%	(128.71)%

Income Tax Provision (Benefit)	(29.21)%	(91.08)%

~~Compensation~~Pre-tax ~~Agreements~~income (loss) consisted of the following:

In connection with the formation of B-Scada Spain, we entered into agreements with two individuals and a related entity in Spain to establish and maintain our Spanish office and for employment services. In October 2014, we made an advance payment of approximately $182,000 for services related to the establishment of our office in Spain. Such services included, among other necessary services, securing and setting up the office location, interviewing and hiring qualified personnel and translating technical documents, marketing materials, web site, etc. These services are expected to be completed in the first quarter of fiscal 2015 and at such time this amount will be expensed. Contingent upon the continued employment of the two individuals each will be paid 12.5% (25% in total) of the annual net profit of B-Scada Spain, calculated at each fiscal year end, until a total of $175,000 ($350,000 in total) has been paid at which time payments will cease. No payment was required to be made for the year ended October 31, 2014.


	For the Years Ended
	October 31,
	2015		2014
United States	$	(266,377)	$	538,852
Foreign		(296,175)		(38)

Total	$	(562,552)	$	538,814

~~We also entered into employment agreements with the two individuals effective November 1, 2014.~~ The ~~agreements~~components ~~provide for annual salaries~~ of ~~Euro~~deferred ~~42,615~~tax ~~(approximately~~assets ~~US $54,000) and Euro 30,000~~ (~~approximately US $38,000~~liabilities), ~~respectively,~~at ~~and~~October ~~commissions as defined in our sales commission policy~~31, ~~among~~2015 ~~other customary terms, such as, vacation pay~~ and ~~qualified~~2014 ~~expense reimbursements. The agreements~~ are ~~on an ongoing basis unless terminated by either us or the employee,~~ as defined in the agreements. The agreements also provide that if the employee is terminated due to redundancy (layoff), in addition to being paid any unused vacation pay, the employee, if employed for at least one full year, will receive redundancy pay equal to 45 days for each year of employment, not to exceed 42 months of equivalent salary. Both the unused vacation pay and redundancy pay are payable at the employee’s then applicable base salary.follows:

F-14


	2015		2014
Deferred Tax Assets - Current
Net Operating Losses	$	--	$	175,356
Accrued Vacation Pay		--		10,865
		--		186,221
Deferred Tax Assets (Liabilities) - Long Term
Net Operating Losses	$	1,046,995	$	715,403
Property and Equipment		(4,185)		(4,131)
Accrued Vacation		19,014		--
		1,061,824		711,272

Net Deferred Tax Asset	$	1,061,824	$	897,493

Net operating loss carry forwards for U.S. tax purposes are approximately $2.5 million at October 31, 2015. A substantial portion of these losses begin to expire in fiscal 2028; all losses expire in fiscal 2035. Net operating loss carryforwards for Spanish tax purposes are approximately US $296,000 at October 31, 2015 (B-Scada Spain files corporate taxes based on a calendar year). Generally, these losses can be carried forward subject to certain limitations; losses up to Euro 1 million (approximately US $1.1 million) can be utilized annually without restriction. Tax benefits of operating loss carry forwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carry forward period, and other circumstances. At October 31, 2015, management believes it is more likely than not that the Company would utilize its net operating loss carry forwards in future periods.

F-13

B-SCADA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2015

(8) Income Taxes (continued)

From our inception through October 31, 2012, we had established a full valuation allowance on our deferred tax asset because of a lack of sufficient positive evidence to support its realization. At October 31, 2014 and 2013, based on its evaluation of the positive and negative evidence, management determined that the Company would utilize its net operating loss carry forwards in future periods and that it was "more likely than not" that it would utilize its deferred tax assets. The positive evidence evaluated as of October 31, 2014 and 2013 consists of (i) our increased revenues, including the signing of several long term licensing agreements which run through fiscal 2019; (ii) our positive earnings, beginning in fiscal 2011 and increasing in each of fiscal 2012 through 2014; (iii) our ability to maintain operating costs as we have grown revenues; (iv) the utilization of net operating loss carry forwards in the last four fiscal years. The negative evidence evaluated as of October 31, 2014 and 2013 consists of (i) our history of operating losses from inception through fiscal 2010; (ii) the possibility that a licensing agreement is cancelled or that non licensing revenues will decline; (iii) the possibility that our operating costs will increase. As a result, management elected to reduce the Company's deferred tax asset valuation allowance by $490,749 and $406,744 as of October 31, 2014 and 2013, respectively.

Overall the valuation allowance decreased by approximately $-0- and $680,000 in the years ended October 31, 2015 and 2014, respectively.

(9) Commitments and Contingencies

Leases

B-Scada Spain subleases office space in Spain from an entity related to the two principal employees in Spain. The lease is for a term of five years commencing November 1, 2014 with annual renewal options thereafter. Base rent is $1,190 (Euro 1,050) per month for the first fourteen months after which it increases to $1,430 (Euro 1,260) per month for the remainder of the term. There is an annual escalation based on the Spanish National General Index of Consumer Prices and we are responsible for the related costs, such as, taxes, utilities and maintenance. Rent expense amounted to $14,319 (Euro 12,600) for the year ended October 31, 2015. Future lease commitments are as follows:


Years Ended
October 31,

2016	$	16,705
2017		17,182
2018		17,182
2019		17,182
2020		--

	$	68,251

We leased office space in Crystal River, Florida, on a month to month basis through April 30, 2014 when we relocated to the new office facility we purchased. The lease terms were a fixed monthly payment of $2,000 plus our share of certain allocated utilities (not to exceed $2,000 per month) as defined in the agreement. Rental expense, including allocated utilities, for the year ended October 31, 2014 amounted to approximately $18,000.

Significant Customers

In fiscal 2015, four customers generated 21%, 19%, 15% and 11% of our revenues. One such customer accounted for 100% of our accrued revenue at October 31, 2015.

F-14

B-SCADA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2015

(9) Commitments and Contingencies (continued)

In fiscal 2014, three customers generated 41%, 17% and 11% of our revenues. One such customer accounted for 87% of our accounts receivables and another such customer accounted for 100% of our accrued revenue at October 31, 2014.

Compensation Agreements

In connection with the formation of B-Scada Spain, we entered into agreements with two individuals and a related entity in Spain to establish and maintain our Spanish office and for employment services. In October 2014, we made an advance payment of approximately $182,000 for services related to the establishment of our office in Spain. Such services included, among other necessary services, securing and setting up the office location, interviewing and hiring qualified personnel and translating technical documents, marketing materials, web site, etc. These services were completed in the first quarter of fiscal 2015 and at such time this amount was expensed. Contingent upon continued employment, the two individuals will each be paid 12.5% (25% in total) of the annual net profit of B-Scada Spain, calculated at each fiscal year end, until a total of US $175,000 (US $350,000 in total) has been paid at which time payments will cease. No payment was required to be made for the years ended October 31, 2015 and 2014.

We also entered into employment agreements with the two individuals effective November 1, 2014. The agreements provide for annual salaries of Euro 42,615 (approximately US $48,000) and Euro 30,000 (approximately US $34,000), respectively, and commissions as defined in our sales commission policy, among other customary terms, such as, vacation pay and qualified expense reimbursements. The agreements are on an ongoing basis unless terminated by either us or the employee, as defined in the agreements. The agreements also provide that if the employee is terminated due to redundancy (layoff), in addition to being paid any unused vacation pay, the employee, if employed for at least one full year, will receive redundancy pay equal to 45 days for each year of employment, not to exceed 42 months of equivalent salary. Both the unused vacation pay and redundancy pay are payable at the employee’s then applicable base salary.

(10) Subsequent Events

On January 6, 2016, effective as of January 11, 2016, we entered into a new Stock Purchase Agreement with Yorkmont pursuant to which Yorkmont purchased 3,350,000 shares of our common stock for an aggregate purchase price of $670,000 ($0.20 per share). In the Stock Purchase Agreement, the parties made to each other certain customary representations concerning themselves and the validity and enforceability of the agreement.

F-15

Filing Compare · B-Scada, Inc.