UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2012~~2014

o [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from ___ to ____

Commission file number: 000-30951

SILVERGRAPH INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	~~67-0695367 (I.R.S. Employer Identification No.)~~	67-0695367 (I.R.S. Employer Identification No.)
1875 Century Park East, Ste. 1460, Los Angeles, CA (Address of principal executive offices)	90067-0000 (Zip Code)
One America Plaza, 600 West Broadway, Suite 700, New York, New York (Address of principal executive offices)		90067-0000 (Zip Code)

Registrant’s telephone number, including area code: (~~562~~212) ~~693~~980-~~3737~~9400

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes x [ X ] No o[ ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x [X] No o [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x [ ] No o [ ]

~~Indicate~~Table ~~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. oContents

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. [ ]

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o[ ] Non-accelerated filer o[ ] Accelerated filed o[ ] Smaller reporting company x[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes x [X] No o [ ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of ~~April~~June 130, ~~2012~~2014 was approximately $~~275~~173,000.

Applicable Only to Registrants Involved in Bankruptcy Proceedings During the Preceding Five Years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o [X] No o [ ]

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant’s common stock as of ~~February~~July 2831, ~~2013~~2015 was 2,~~970~~971,~~954, including a total of 1,703,586 shares issuable under contractual commitments~~154.

Documents Incorporated by Reference

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.

2Table of Contents

FORM 10-K

For the Year Ended December 31, ~~2012~~2014

INDEX

INDEX		Page

PART I

Item 1.	Business	2
Item 1A.	Risk Factors	3
Item 1B.	Unresolved Staff Comments	5
Item 2.	Properties	5
Item 3.	Legal Proceedings	5
Item 4.	Mine Safety Disclosures	5

PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	Selected Financial Data	8
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 8.	Financial Statements and Supplementary Data	11
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	11
Item 9A.	Controls and Procedures	12
Item 9B.	Other Information	12

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	13
Item 11.	Executive Compensation	15
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	16
Item 13.	Certain Relationships and Related Transactions, and Director Independence	16
Item 14.	Principal Accounting Fees and Services	17

PART IV

Item 15.	Exhibits, Financial Statement Schedules	18
Signatures		19

		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Mine Safety Disclosures	12
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	Selected Financial Data	16
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 8.	Financial Statements and Supplementary Data	21
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21
Item 9A.	Controls and Procedures	21
Item 9B.	Other Information	22
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	23
Item 11.	Executive Compensation	25
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26
Item 13.	Certain Relationships and Related Transactions, and Director Independence	28
Item 14.	Principal Accounting Fees and Services	28
PART IV
Item 15.	Exhibits, Financial Statement Schedules	30
Signatures		31

-i-

3Table of Contents

In this annual report the words "we," "us," "our," and the "Company" refer to Silvergraph International, Inc. and New Era Studios, Inc. (as statutory successor in interest to Silvergraph LGT, LLC), our dissolved subsidiary.

FORWARD LOOKING STATEMENTS

When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors.

Statements made in this Form 10-K that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent our best judgment as to what may occur in the future. These forward-looking statements include our plans and objectives for our future growth, including plans and objectives related to the consummation of acquisitions and future private and public issuances of our equity and debt securities. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Form 10-K will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, you should not regard the inclusion of such information as our representation or the representation of any other person that we will achieve our objectives and plans. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

-1-

Table of Contents

PART I

ITEM 1. BUSINESS

Historical Development

On ~~March~~June 723, ~~1986~~2006, ~~Hystar~~Silvergraph ~~Aerospace~~International ~~Marketing~~and ~~Corporation~~New ofEra, ~~Nebraska~~formerly ~~(“Hystar”)~~a ~~was~~Nevada ~~incorporated~~corporation inand ~~Nebraska~~successor asin ainterest ~~wholly-owned~~by ~~subsidiary~~merger ofto ~~Nautilus~~Silvergraph ~~Entertainment~~LGT, ~~Inc.~~LLC, a ~~Nevada~~Delaware ~~corporation. On~~limited ~~February~~liability 10company, ~~1999,~~executed ~~Pinecrest~~an ~~Services,~~Agreement ~~Inc.~~and Plan of Share Exchange (the “~~Pinecrest~~Share Exchange”), ~~was~~pursuant ~~incorporated~~to inwhich ~~Nevada~~the ~~and~~shareholders ~~Hystar~~of ~~completed~~New aEra ~~change~~exchanged oftheir ~~domicile~~issued ~~merger~~and ~~with~~outstanding ~~Pinecrest~~shares ~~solely~~of toNew ~~change~~Era ~~the~~common ~~domicile~~stock for shares of ~~Hystar~~restricted ~~from~~Silvergraph ~~Nebraska~~International tocommon ~~Nevada~~stock. WeEffective ~~changed~~as ~~our~~of ~~name~~June ~~from~~23, ~~Pinecrest~~2006 ~~Services~~New Era, ~~Inc.~~now todissolved, ~~Silvergraph~~became ~~International,~~our ~~Inc~~wholly-owned subsidiary. We ontreated ~~June~~this ~~23,~~transaction ~~2006~~as ina ~~connection~~recapitalization for accounting purposes, with New Era deemed the ~~share~~accounting ~~exchange,~~acquirer ~~described~~and ~~below~~Silvergraph International the legal acquirer.

4 On December 5, 2008, stockholders holding a majority of shares entitled to vote authorized by written consent a reverse stock split of the Company’s outstanding common stock in the range of from 1:30 to 1:66, as determined in the sole discretion of the Board of Directors. On February 24, 2009, the Board of Directors authorized by written consent to effect a 1-for-66 reverse split of the Company’s issued and outstanding shares. The reverse stock took effect at the open of business on March 24, 2009.

Silvergraph LGT, LLC was formed on January 18, 2002 to develop and distribute wall art. Silvergraph LGT, LLC completed a change of domicile merger with New Era Studios, Inc., a Nevada corporation, on June 9, 2006. The purposes of this merger were to change the domicile of Silvergraph LGT, LLC, from Delaware to Nevada, and to change Silvergraph LGT, LLC, from a limited liability company to a corporation. The officers and directors of New Era were the sole members of each of the limited liability companies that served as managers of Silvergraph LGT, LLC. Until 2009, the business of New Era was the same as the business of the Company; in 2009, we became largely inactive.

On June 23, 2006, Silvergraph and New Era Studios, Inc., a Nevada corporation and successor in interest by merger to Silvergraph LGT, LLC, a Delaware limited liability company, executed an Agreement and Plan of Share Exchange, pursuant to which the shareholders of New Era exchanged their issued and outstanding shares of New Era common stock for shares of restricted Silvergraph International common stock. We treated this transaction as a recapitalization for accounting purposes, with New Era deemed the accounting acquirer and Silvergraph International the legal acquirer.

In accordance with the closing of the share exchange agreement on June 23, 2006, we issued 490,909 shares of our common stock to the former shareholders of New Era in exchange for all of the 224 issued and outstanding shares of New Era common stock. The management of Silvergraph resigned and management connected with New Era was appointed to fill the vacancies.

We had 545,455 shares of common stock issued and outstanding as of June 26, 2006 as a result of the retirement of 227,273 shares of common stock held by VIP WorldNet, Inc., which resulted in a reduction of our issued and outstanding common stock, and the subsequent issuance of the 490,909 shares of our common stock to the former shareholders of New Era in connection with the share exchange. As a consequence of the retirement of our common stock and the issuance of shares in the share exchange, the former shareholders of New Era held approximately 90% of our issued and outstanding common stock. The share exchange is deemed to be a recapitalization for accounting purposes. We believe the share exchange agreement and the transactions contemplated under that agreement qualified as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code.

On September 14, 2006 we incorporated a wholly-owned subsidiary, TxTura, Inc. in the state of Nevada (“TxTura”). TxTura’s business purpose was to offer a compelling business opportunity to home based businesses to represent and sell our patent-pending products. However, TxTura became inactive in October 2007.

On December 5, 2008, stockholders holding a majority of shares entitled to vote authorized by written consent a reverse stock split of the Company’s outstanding common stock in the range of from 1:30 to 1:66, as determined in the sole discretion of the Board of Directors. On February 24, 2009, the Board of Directors authorized by written consent to effect a 1-for-66 reverse split of the Company’s issued and outstanding shares. The reverse stock took effect at the open of business on March 24, 2009. As a result of the reverse stock split, the outstanding shares of common stock issued and outstanding were reduced to 1,067,440 shares. Except where the context indicates otherwise, all share figures in this Form 10-K give effect to the stock split.

Our Business

Since 2009, we have been relatively inactive, after deciding to wind up the business of ~~its~~our subsidiary, New Era. Up until 2009, through our operating subsidiary, New Era, we developed and distributed wall art to the ~~$12.5 billion~~ U.S. mass wall art market. ~~From inception through 2004, we focused our activity on developing and refining our patent-pending and proprietary technology with only modest, non-strategic, sales and revenue.~~

~~Based~~In ~~on the 2006 report by Unity Marketing entitled “The Art~~2012, ~~Wall~~we ~~Décor,~~dissolved ~~Custom~~New ~~Framing & Picture Frame Market”, the United States art industry was an approximately $21~~Era.8 We ~~billion~~are ~~market,~~continuing ~~including~~to ~~the~~pursue ~~$12.5 billion U.S. art reproduction market. The United States art industry includes unframed prints (open~~ and ~~limited~~evaluate ~~editions),~~strategies ~~framed~~to ~~prints~~enhance ~~(open~~shareholder ~~and~~value ~~limited~~including ~~editions), canvas, giclée, originals and custom frames. The U.S. art industry is highly fragmented, commoditized and leaderless. The predominant style of art reproduction currently sold in~~ the ~~industry~~merger iswith a ~~paper~~private ~~art~~operating ~~print framed behind glass~~company. ~~Our~~We ~~patent-pending~~continue ~~technology~~to ~~enables~~take ussteps to ~~introduce~~lower toour ~~the~~operating ~~industry~~costs ain ~~collection~~order ~~of textured fine art prints on multiple surfaces at prices similar~~ to ~~those~~manage ~~which~~our ~~currently~~working ~~exist~~capital ~~in the market~~needs. We ~~believe~~However, ~~consumers~~we ~~desire~~cannot ~~high~~guarantee ~~quality textured fine art at prices similar to~~ that ~~which~~these ~~they~~actions ~~have~~will ~~historically~~ensure ~~paid~~our ~~for~~continued ~~décor paper prints under glass~~operations.

We plan to attempt to locate and negotiate with a business entity for the merger of that target company into our company. In ~~2005~~certain instances, wea ~~successfully~~target ~~“soft~~company ~~launched”~~may wish to become a subsidiary of our ~~product~~company ~~with~~or anmay ~~established~~wish ~~home~~to ~~décor~~contribute assets to our company rather than merge. No assurances can be given that ~~sells~~we ~~through~~will ~~100,000~~be ~~independent~~successful ~~sales~~in ~~representatives~~locating ~~throughout~~or negotiating with any target company. As a publicly-traded, reporting company under the ~~United~~Securities ~~States~~Exchange Act of 1934, ~~Canada~~as ~~and~~amended, ~~Mexico. This~~we ~~customer~~provide ~~expanded~~a ~~the~~method ~~program~~for bya ~~adding~~foreign ~~new~~or ~~stock~~domestic ~~keeping~~private ~~units~~company ~~and~~to ~~ordered~~become 60a public,~~000~~ ~~units~~reporting company whose securities are qualified for trading in the ~~first~~United 12States ~~months~~secondary market.

InThe ~~2006~~selection weof ~~expanded~~a ~~our~~business ~~operations,~~opportunity toin ~~meet~~which ~~increased~~to ~~demand~~participate ~~from~~is ~~our~~complex, ~~existing~~extremely ~~clients~~risky and towill ~~develop~~be ~~product~~made ~~targeting~~by ~~the~~our ~~home~~management ~~furnishings~~in ~~market. With~~the ~~respect~~exercise toof ~~product~~its ~~development,~~business wejudgment. ~~partnered~~There ~~with~~is ~~Applejack~~no ~~Art~~assurance ~~Partners,~~that anwe ~~art~~will ~~publishing~~be ~~company~~able ~~in Manchester, Vermont,~~ to ~~help~~identify ~~develop~~ and ~~select~~acquire ~~new~~any ~~trend~~business ~~oriented~~opportunity ~~images~~which ~~with~~will ~~the~~ultimately ~~goal~~prove ofto ~~releasing~~be abeneficial ~~series~~to ~~of exclusive art collections utilizing~~ our ~~patent-pending~~company ~~technology.~~and ~~In December 2006, we soft launched our first exclusive art collection in the United States~~shareholders.

In 2007, we experienced significant challenges due to the unexpected contraction of our business with our largest client. In response, we attempted to accelerate the development of our in-house sales channel to home furnishings and accessory retailers. To that end, in July 2007 we hired an art sales, marketing and design company based in Seattle which brought to us an existing client base. To service and grow the Seattle group’s client base, we needed to raise capital which we were unable to accomplish on terms acceptable to us. Accordingly, we terminated our contract with the Seattle group in December 2007. Separately, without sufficient resources we were forced to cease our investment in the development of TxTura. Given the challenges we were experiencing in developing sales channels and the unexpected contraction of our largest client, in December 2007, the board of directors determined that we should seek to merge with a larger art company with established sales channels which could benefit from our technology.

In 2008, we evaluated various strategies to best enhance value for our shareholders including the sale to or merger with a larger art or printing organization that would benefit from our technology. To that end, we entered into discussions with multiple potential targets but were unable to reach definitive agreement with any such target. Our largest client, Home Interior & Gifts, representing over 70% of our sales in 2007, declared bankruptcy in 2008 and, as a result, we don’t expect material future revenue from the customer. In the second half of 2008, we began to sell assets of our subsidiary, New Era Studios, Inc. (New Era), to pay down New Era’s debts and to provide working capital for the company. All sales were arms length and to non-affiliated entities. We also raised $190,000 in interim bridge capital to support our operations and took steps to significantly lower our cost of operations.

In 2009 and 2010, we were largely inactive, after deciding to wind down the business of New Era.

In 2012, the Company determined to dissolve New Era, however, we are continuing to pursue and evaluate strategies to enhance shareholder value including the merger with a private company in industries outside the art and printing industries. We continue to take steps to lower our operating costs in order to manage our working capital needs. However, we cannot guarantee that these actions will ensure our continued operations.

We plan to attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that we will be successful in locating or negotiating with any target company. As a publicly-traded, reporting company under the Securities Exchange Act of 1934, as amended, we provide a method for a foreign or domestic private company to become a public, reporting company whose securities are qualified for trading in the United States secondary market.

The selection of a business opportunity in which to participate is complex and extremely risky and will be made by our management in the exercise of its business judgment. There is no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to our company and shareholders.

Because we have no specific business plan or expertise, our activities are subject to several significant risks. In particular, any business acquisition or participation we pursue will likely be based on the decision of management without the consent, vote, or approval of our shareholders.

Patents and Intellectual Property

We were prosecuting Application No. PCT/US2005/028501 filed with the U.S. Patent and Trademark Office on February 8, 2007 (“Application). The Application describes and claims the mechanical deposit of ink to emulate hand painted original works of art. This application claims priority to U.S. Provisional Patent Application Serial No. 60/600,192 filed on August 10, 2004. The applications cover the process and technology used to mechanically deposit ink in a way that emulates hand-applied brushstrokes and other artistic techniques.

Given our limited resources, we do not intend to continue prosecuting the Application.

Employees

We currently have one part-time employee. We believe that our employee relations are good. We intend to continue to conduct business primarily using our ~~employees~~employee and consultants. However, some consultants may become employees in the future. We have no union employees.

7-2-

Change of Control Transaction

On December 30, 2011, the holders of that certain (i) Silvergraph International, Inc. Convertible Promissory Note dated January 25, 2008, in the original principal amount of One Hundred Fifteen Thousand Dollars ($115,000.00) and identified as No. PN-39, as amended by a series of thirteen (13) amendments dated from November, 2008 through November 10, 2011, (ii) Silvergraph International, Inc. Convertible Promissory Note dated February 1, 2008, in the original principal amount of Fifty Thousand Dollars ($50,000.00) and identified as No. PN-40, and (iii) a promissory note in the original principal amount of Twenty Five Thousand Dollars ($25,000.00) and issued to the Robert J. Neborsky, M.D., Inc. Retirement Trust (collectively, the “Notes”), sold their interest in the Notes to five (5) buyers for aggregate consideration of Two Hundred Forty Thousand Dollars ($240,000.00). The sellers were Antaeus Capital Partners, LLC, Robert Neborsky, and Thomas G. Schuster, as follows:

Seller:	Principal:	Interest:	Total:
Antaeus	$190,679.00	$40,968.00	$231,647.00
Schuster	$82,743.00	$17,793.00	$100,536.00
Neborsky	$25,000.00	$6,888.00	$31,888.00
Total	$298,422.00	$65,649.00	$364,071.00

The purchasers were Matthew Balk, Jason Adelman, Chad Willis, MKM Opportunity Master Fund, Ltd., and the Robert J. Neborsky and Sandra S. Neborsky Living Trust, each paying an equal Forty Eight Thousand Dollars ($48,000.00).

The Notes are, by their terms, convertible into our common stock at a conversion price that is the lower of (i) $0.002, or (ii) the conversion price that would cause the majority holder of the Note to own upon conversion the number of shares of our common stock determined to be 59% of the outstanding common stock on a fully-diluted basis. As of December 30, 2011, the Notes are therefore convertible into a maximum of 182,035,500 shares of our common stock, which would represent over 98% of the then-issued and outstanding shares of our common stock. As a result we characterize this transaction as a change of control transaction.

ITEM 1A. RISK FACTORS

The business, financial condition and operating results of Silvergraph International could be adversely affected by any of the following factors, in which event the value of the equity securities of Silvergraph International could decline, and investors could lose part or all of their investment. The risks and uncertainties described below are not the only ones that we face. Additional risks and uncertainties not presently known to management, or that management currently thinks are immaterial, may also impair future business operations. For purposes of the discussion of the following risk factors, references to “we” and “our” ~~shall~~ include, unless otherwise indicated, Silvergraph International, Inc. ~~as well as New Era Studios, Inc. (as statutory successor in interest to Silvergraph LGT, LLC) as it existed prior to the share exchange.~~

We have a history of losses, nominal historical operating results, and currently do not have any operations.

~~Silvergraph~~We ~~International~~have, ~~formerly~~from ~~known as Pinecrest Services, Inc., commenced operations as a shell in 1986, but has had no significant business prior to the share exchange. New Era has, since~~ inception through December 31, ~~2012~~2014, incurred an accumulated deficit of $6,~~816~~940,~~247~~746. We ~~were~~have not been engaged in active business operations in since ~~2010. It is unlikely we will generate positive cash flow in the future as a stand-alone company~~2009, although we ~~may~~continue ~~decide~~ to ~~re-start~~explore ~~operations~~potential ~~when~~ business ~~conditions, in our opinion, improve~~combinations.

If we re-start operations, our results will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We can give no assurance that we will operate on a profitable basis which may lead to the entire loss of an investment in our common stock.

Due to the nature of our business, an investment in our securities is highly speculative. We have not realized a profit from our historical operations and there is little likelihood that we will realize any profits in the short or medium term. In addition, our independent registered public accountants have raised substantial doubts in connection with their opinion related to our audited financial statements as to our ability to continue as a going concern.

We expect to continue to incur administrative and, should we re-start operations, operating costs. Consequently, we expect to incur operating losses and negative cash flows until we restart operations and are profitable, or, until we locate and enter into another business that operates profitably, of which there is no assurance.

We have had negative cash flows from operations since inception. We will require significant additional financing, the availability of which cannot be assured, and if we are unable to obtain such financing, our business may fail.

To date, we have had negative cash flows from operations and have depended on sales of our equity securities and debt financing to meet our cash requirements. Our ability to restart the business or enter into another business through merger or otherwise will be dependent upon our ability to raise significant additional financing. If we are unable to obtain such financing, we will not be able to fully develop our business. In addition, our independent registered public accountants have raised substantial doubts in connection with their opinion related to our audited financial statements as to our ability to continue as a going concern.

We may not be able to obtain additional equity or debt financing on acceptable terms as required. Even if financing is available, it may not be available on terms that are favorable to us or in sufficient amounts to satisfy our requirements. If we require, but are unable to obtain, additional financing in the future, we may be unable to implement our business plan and our growth strategies, respond to changing business or economic conditions, withstand adverse operating results and compete effectively.

~~We hold no patents on our proprietary technology and if we are not able to protect our proprietary technology.~~-3-

On February 8, 2007, we filed Application No. PCT/US2005/028501 with the USPT (“Application). We have since abandoned the Application because we had insufficient resources to continue prosecuting the application. As such, there is substantial risk that a competitor may use our technology which could have a material adverse effect on our ability to re-start operations if so decided by the Board.

Our Board of Directors has determined to dissolve New Era Studios, Inc.

Our Board of Directors has determined it in the best interest of the shareholders to dissolve New Era Studios, Inc., our only subsidiary and our last operations.

Our Board of Directors has not made a determination of fairness regarding related-party transactions.

Our Board of Directors has entered into loan transactions with certain persons who are now principal shareholders pursuant to amendments to the original loan transaction. (See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation – Convertible Promissory Notes). Our Board of Directors has not made a determination as to whether these related-party transactions were made on terms no less favorable than terms we could have obtained from unaffiliated third parties. Our Board of Directors has adopted a policy that any future transactions between us and our officers, directors or principal stockholders will require the approval of a majority of the disinterested directors and will be on terms no less favorable than we could obtain from an unaffiliated third party.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could lead to loss of investor confidence in our reported financial information.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to furnish a report by our management on our internal control over financial reporting. If we cannot provide reliable financial reports or prevent fraud, then our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly. In order to achieve compliance with Section 404 of the Act within the prescribed period, we have engaged in a process to document and evaluate our internal control over financial reporting, which has been challenging.

If we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud.

Investors in our common stock may suffer future dilution from warrant exercises.

Future dilution to our shareholders may occur from warrant exercises. To date, total warrants to purchase 200,000 shares of our common stock remains outstanding. These warrants have a weighted average exercise price of $0.50 and have registration rights.

If we issue additional shares in the future, it will result in dilution for our existing shareholders.

Our articles of incorporation authorize the issuance of up to 100,000,000 shares of common stock. Our ~~board~~Board of ~~directors~~Directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders.

The Securities and Exchange Commission's penny stock regulations may restrict trading of our stock, which may limit a stockholder's ability to buy and sell our stock.

The Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define "“penny stock"” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. The penny stock rules, which initially govern our securities, impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual incomes for the last two years and anticipated incomes for this year exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. A broker-dealer must provide to a customer orally or in writing the bid and offer quotations, and the broker-dealer and salesperson compensation information prior to effecting the transaction. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

11-4-

broker-dealer and salesperson compensation information prior to effecting the transaction. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the penny stock rules, the Financial Industry Regulatory Authority (“FINRA,” formerly the NASD) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit an investor’s ability to buy and sell our stock and may have an adverse effect on the market for our shares.

Our common stock is illiquid and factors unrelated to our operations may negatively impact the price of our common stock.

Our common stock currently trades on a limited basis on the OTC Bulletin Board. Trading of our stock through the OTC Bulletin Board is frequently very thin and highly volatile. There can be no assurances that a sufficient market will develop in the stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

There have been no events which are required to be reported under this Item.

ITEM 2. PROPERTIES

We do not currently own or lease any properties.

ITEM 3. LEGAL PROCEEDINGS

No legal proceedings are threatened or pending against us or any of our officers or directors. Further, none of our officers, directors or affiliates are parties against us or have any material interests in actions that are adverse to the Company’s interests.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

12-5-

Table of Contents

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is currently listed on the OTC Bulletin Board under the symbol “SVGP.” The common stock is highly illiquid with only sporadic trading, at a current price of $0.2017 per share. ~~We do not have access to historical prices of the stock for 2012 and 2011, but between March 2011 and February 2013 there were very few trades of our common stock on the OTC Bulletin Board.~~

The following table sets forth the high and low transaction price for each quarter within the fiscal years ended December 31, 2013 and 2014, as provided by the Nasdaq Stock Markets, Inc. The information reflects prices between dealers, and does not include retail markup, markdown, or commissions, and may not represent actual transactions.

Fiscal Year Ended		Bid Prices
December 31,	Period	High		Low

2013	First Quarter	$	0.20	$	0.20
	Second Quarter	$	0.20	$	0.20
	Third Quarter	$	0.20	$	0.15
	Fourth Quarter	$	0.17	$	0.15

2014	First Quarter	$	0.17	$	0.17
	Second Quarter	$	0.17	$	0.17
	Third Quarter	$	0.17	$	0.17
	Fourth Quarter	$	0.17	$	0.17

Our shares are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the “penny stock” rule. The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. The rule provides that any equity security is considered to be a penny stock unless that security is:

• ● registered and traded on a national securities exchange meeting specified criteria set by the SEC; ● issued by a registered investment company; ● excluded from the definition on the basis of price (at least $5.00 per share) or the issuer’s net tangible assets.

• issued by a registered investment company;

• excluded from the definition on the basis of price (at least $5.00 per share) or the issuer’s net tangible assets.

Trading in the penny stocks is subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors. Accredited investors, in general, include certain institutional investors and individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse.

For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of our securities and must have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent to the purchaser disclosing recent price information for the penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of shareholders to sell their shares.

-6-

Holders

As of ~~April~~July 1131, ~~2013~~2015, there were approximately 150 shareholders of record holding 2,~~970~~971,~~954~~154 shares of common stock~~, including 1,703,586 shares issuable under contractual commitments~~. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

Dividends

We have not paid, nor declared, any dividends since our inception and do not intend to declare any such dividends in the foreseeable future. Our ability to pay dividends is subject to limitations imposed by Nevada law. Under Nevada law, dividends may be paid to the extent that a corporation’s assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business.

Securities Authorized Under Equity Compensation Plans

The following table lists the securities authorized for issuance under any equity compensation plans approved by our shareholders and any equity compensation plans not approved by our shareholders as of December 31, ~~2012~~2014. This chart also includes individual compensation agreements.

EQUITY COMPENSATION PLAN INFORMATION

Plan category

~~Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)~~

~~Weighted-average~~Number ~~exercise~~of ~~price~~securities to be issued upon exercise of outstanding options, warrants and rights (ba)

~~Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)~~

Weighted-average exercise price of outstanding options, warrants and rights (b)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Equity compensation plans approved by security holders

~~$ 0.00~~

0.00

Equity compensation plans not approved by security holders

~~14,178(1)~~

~~$ 17.42~~

~~15,152~~0

0.00

15,152

Total

~~14,178~~

~~$ 17.42~~

~~15,152~~0

0.00

15,152

(1) Represents options to purchase 1,515 common shares and warrants to purchase 12,663 common shares under individual compensation plans.

Stock Option Plan

Our ~~board~~Board of ~~directors~~Directors approved a stock option plan on June 26, 2006. The purpose of the 2006 stock option plan is to promote our interests by attracting key employees and directors, providing each of our key employees and directors with an additional incentive to work to increase the value of our common stock and providing key employees and directors with a stake in our future, which corresponds to the stake of the stockholders. Our Board reserved for issuance a total of 15,152 shares of common stock under the 2006 stock option plan. We have not granted any options to date. Our Board, in approving the 2006 stock option plan, has recommended that the shareholders approve this 2006 stock option plan. The stock option plan has not been approved by the Company’s shareholders.

-7-

Each stock option granted under the 2006 stock option plan will entitle the holder to purchase the number of shares of common stock specified in the grant at the purchase price specified. The 2006 stock option plan authorizes the Compensation Committee to grant:

	●	incentive stock options within the meaning of Section 422 of the Internal Revenue Code to key employees, and
	●	non-qualified stock options under the Internal Revenue Code to key employees or non-employee directors.

· incentive stock options within the meaning of Section 422 of the Internal Revenue Code to key employees, and

· non-qualified stock options under the Internal Revenue Code to key employees or non-employee directors.

If an option granted under the 2006 stock option plan expires, is cancelled or is exchanged for a new option before a holder exercises the option in full, the shares reserved for the unexercised portion of the option will become available again for use under the 2006 stock option plan. Shares underlying an option that a holder surrenders and shares used to satisfy an option price or withholding obligation will not again become available for use under the 2006 stock option plan.

Warrant

New Era and Bandari Beach Lim & Cleland LLP are parties to a letter of understanding governing Gary Freeman’s employment on a part-time basis as New Era’s chief financial officer. Pursuant to this letter of understanding, New Era granted to Mr. Freeman a warrant to purchase 7,397 shares of Silvergraph common stock at an exercise price of $9.17. The warrant has a term of five years and was subject to a right to cancel Mr. Freeman’s right to exercise up to 50% of the shares underlying the warrant in the event that Bandari or Mr. Freeman cancelled the letter agreement for reasons not involving nonpayment of fees to Bandari, material adverse alteration of Mr. Freeman’s duties as chief financial officer, breach, fraud or other designated reasons. Our right to cancel up to 50% of Mr. Freeman’s exercise rights expired June 30, 2007.

Recent Sales of Unregistered Securities

~~In February, 2008, we entered into a loan transaction with certain accredited investors. Subsequently, we entered into multiple amendments. During the twelve months ended December 31, 2011,~~ ~~we entered into an 11th amendment to the loan agreements with our two largest shareholders on April 11, 2011, Antaeus Capital Partners, Inc~~None. and Thomas G. Schuster, under which we received an additional $17,986 in exchange for our agreement to issue the two of them a total of 88,751 shares of our common stock, restricted in accordance with Rule 144, and on July 27, 2011, we entered into a 12th amendment to the loan agreement under which we issued those two shareholders a total of 32,101 shares of our common stock, restricted in accordance with Rule 144, in exchange for an loan in the amount of $6,722.

On April 1, 2011, we entered into an Acknowledgment and Release with Beach Freeman Lim & Cleland, a California limited liability partnership (“Beach”), under which we agreed to issue Beach 75,600 shares of our common stock, restricted in accordance with Rule 144, in exchange for Beach agreeing to accept the shares in full satisfaction of any and all amounts we owe Beach. At the date of the agreement, we owed Beach approximately $75,590 for past services they provided to us. We plan to issue these shares in 2013.

For the transactions described above, we relied on an exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.

Issuer Purchase of Securities

None.

ITEM 6. SELECTED FINANCIAL DATA

	Years ended December 31
SUMMARY OF BALANCE SHEET	~~2012~~2014			~~2011~~2013
Cash and cash equivalents	$	21,~~377~~310		$	42,~~581~~636
Total current assets		21,~~377~~310			42,~~581~~636
Total assets		21,~~377~~310			42,~~581~~636
Total current liabilities		910,~~884~~516			~~457~~12,~~066~~710
Total liabilities		~~399~~522,~~429~~861			~~457~~459,~~066~~155
Accumulated deficit		(6,~~816~~940,~~247~~746	)		(6,~~521~~875,~~080~~714	)
Total stockholders’ deficit	$	(~~397~~521,~~052~~551	)	$	(~~452~~456,~~485~~519	)
SUMMARY OF OPERATING RESULTS
Revenues, net	$	-		$	-
Cost of sales		-			-
Gross profit		-			-
Total operating expenses		4536,~~513~~032			1232,~~547~~067
Operating loss		(4536,~~513~~032	)		(1232,~~547~~067	)
Other expenses, net		~~249~~(29,~~653~~000	)		60(27,~~114~~400	)
Net loss	$	(~~295~~65,~~167~~032	)	$	(7259,~~661~~467	)
Net loss per share	$	(0.1002	)	$	(0.0302	)

16-8-

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Executive Overview

InSince ~~2007,~~2009 we ~~experienced~~have ~~significant~~been ~~challenges~~largely ~~due~~inactive toexcept ~~the~~for ~~unexpected~~efforts ~~contraction of our business with our largest client. In response, we attempted~~ to ~~accelerate~~sell ~~the~~assets ~~development of our in-house sales channel to home furnishings~~ and ~~accessory retailers. To that end, in July 2007 we hired art sales, marketing and design company based in Seattle which brought~~ to us an existing client base. To service and grow the Seattle group’s client base, we needed to raise capital which we were unable to accomplish on terms acceptable to us. Accordingly, we terminated our contract with the Seattle group in December 2007. Separately, without sufficient resources we were forced to cease our investment in the development of TxTura. Given the challenges we were experiencing in developing sales channels and the unexpected contraction of our largest client, in December 2007, the board of directors determined that we should seek ~~to merge with~~ a ~~larger~~possible ~~art~~business ~~company with established sales channels which could benefit from our technology~~combination.

In ~~2008,~~2012 we ~~evaluated~~dissolved ~~various~~New ~~strategies~~Era; ~~to best enhance value for our shareholders including the sale to or merger with a larger art or printing organization that would benefit from our technology. To that end~~however, we ~~entered~~are ~~into~~continuing ~~discussions~~to ~~with~~pursue ~~multiple~~and ~~potential~~evaluate ~~targets~~strategies ~~but~~to ~~were~~enhance ~~unable~~shareholder tovalue ~~reach~~including ~~definitive~~the ~~agreement~~merger with ~~any~~a ~~such~~private ~~target. Our~~company ~~largest client, Home Interior & Gifts, representing over 47% of our sales~~ in ~~2007,~~industries ~~declared~~outside ~~bankruptcy~~the inart ~~2008~~ and, asprinting ~~a result, we have not expected material future revenue from the customer~~industries. InWe ~~the~~continue ~~second~~to ~~half~~take ofsteps ~~2008, we began~~ to ~~wind~~lower ~~down~~ our ~~subsidiary~~operating ~~New~~costs ~~Era Studios, Inc. (“New Era”),~~ and tomanage ~~sell~~our ~~its assets, to pay down its debts and to provide~~ working capital ~~for the Company~~needs. ~~All~~ ~~sales were arms length and to non-affiliated entities. We also raised $190~~However,~~000~~ inwe ~~interim~~cannot ~~bridge~~guarantee ~~capital~~that tothese ~~support~~actions ~~our~~will ~~operations~~ensure ~~and took steps to significantly lower~~ our ~~cost~~continued ~~of operations~~existence.

In 2009 and 2010, after deciding to wind down the business of New Era, we were largely inactive except for efforts to sell assets and to seek a possible business combination.

In 2012 we dissolved New Era, however, we are continuing to pursue and evaluate strategies to enhance shareholder value including the merger with a private company in industries outside the art and printing industries. We continue to take steps to lower our operating costs and manage our working capital needs. However, we cannot guarantee that these actions will ensure our continued existence.

Liquidity and Capital Resources

We derived our primary source of funds during the twelve months ended December 31, ~~2012~~2014 from the sale of additional debt securities. Working capital as of December 31, ~~2012~~2014 was negative $7521,~~507~~551 as compared to negative working capital of $~~452~~10,~~485~~074 as of December 31, ~~2011~~2013. The cash balance at December 31, ~~2012~~2014 was $21,~~377~~310 compared to $42,~~581~~636 at December 31, ~~2011~~2013.

Net cash used in operating activities was $3638,~~745~~226 for the twelve months ended December 31, ~~2012~~2014, as compared to $2429,~~839~~241 for the twelve months ended December 31, ~~2011~~2013. During each period presented, we used net cash principally to fund our net losses.

Net cash provided by financing activities was $3436,~~541~~900 during the twelve months ended December 31, ~~2012~~2014, as compared to net cash provided by financing activities of $2729,~~965~~500 for the twelve months ended December 31, ~~2011~~2013. Net cash provided by financing activities during ~~2012~~2014 was principally related to the issuance ~~or modification~~ of ~~convertible~~ promissory notes.

17We have suffered recurring losses from operations and have an accumulated deficit of approximately $6,940,746 at December 31, 2014. Additionally, as of December 31, 2014, we had cash and cash equivalents of $1,310. Primarily as a result of our recurring losses and our lack of liquidity, we have received a report from our independent registered public accountants for our financial statements for the year ended December 31, 2014 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. To continue our operations and to grow our current operations and to make acquisitions, if any, under our current business model during the next twelve months, we will need to secure additional working capital, by way of equity or debt financing, or otherwise. After this twelve month period, we may need additional financing for working capital, and in the case of acquisitions for payment of seller notes and future earned cash to sellers of acquired companies. There can be no assurance that we will be able to secure sufficient financing or on terms acceptable to us. If adequate funds are not available on acceptable terms, we would need to delay, limit or eliminate some or all of our proposed operations, and we may be unable to successfully promote our products or develop new or enhanced products or prosecute acquisitions, any of which could lower our revenues and net income, if we achieve profitability in the future. If we raise additional funds through the issuance of convertible debt or equity securities, the percentage ownership of our current stockholders is likely to be diluted, unless some of our current stockholders were to invest in subsequent convertible debt or equity financings, and some of the newly issued securities may also have rights superior to those of the common stock. Additionally, if we issue or incur debt to raise funds, we may be subject to limitations on our operations.

We have suffered recurring losses from operations and have an accumulated deficit of approximately $6,816,247 at December 31, 2012. Additionally, as of December 31, 2012, we had cash and cash equivalents of $2,377. Primarily as a result of our recurring losses and our lack of liquidity, we have received a report from our independent auditors for our financial statements for the year ended December 31, 2012 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. To continue our operations and to grow our current operations and to make acquisitions, if any, under our current business model during the next twelve months, we will need to secure additional working capital, by way of equity or debt financing, or otherwise. After this twelve month period, we may need additional financing for working capital, and in the case of acquisitions for payment of seller notes and future earned cash to sellers of acquired companies. There can be no assurance that we will be able to secure sufficient financing or on terms acceptable to us. If adequate funds are not available on acceptable terms, we would need to delay, limit or eliminate some or all of our proposed operations, and we may be unable to successfully promote our products or develop new or enhanced products or prosecute acquisitions, any of which could lower our revenues and net income, if we achieve profitability in the future. If we raise additional funds through the issuance of convertible debt or equity securities, the percentage ownership of our current stockholders is likely to be diluted, unless some of our current stockholders were to invest in subsequent convertible debt or equity financings, and some of the newly issued securities may also have rights superior to those of the common stock. Additionally, if we issue or incur debt to raise funds, we may be subject to limitations on our operations.-9-

Convertible Promissory Notes

In ~~February~~August ~~2008~~2012, the Company ~~issued~~and 7%the ~~convertible~~note ~~promissory~~holders ~~notes~~agreed to consolidate the Former Notes, and as a result, the Former Notes were cancelled and the Company issued a new note (the “~~Notes~~Consolidated Note”) infor ~~the~~$350,600. The ~~aggregate~~Consolidated ~~principal~~Note ~~amount~~is secured by all of ~~$150~~the Company’s assets,~~000~~ ~~pursuant~~bears tointerest at a ~~subscription~~rate ~~agreement,~~of ~~dated~~7% ~~January~~per ~~25,~~annum ~~2008,~~and asmatures ~~amended~~on December 31, ~~between~~2014. ~~Silvergraph~~The ~~and~~Company ~~certain~~is ~~accredited~~currently ~~investors.~~in ~~Subsequent~~discussions to ~~its~~extend ~~issuance~~the maturity date of the Consolidated Note. Effective May 19, 2014, the ~~Notes~~Consolidated ~~were~~Note was amended ~~several~~to ~~times~~limit ~~between~~the ~~February~~number ~~2008~~of shares into which the Convertible Note and ~~December~~related ~~20,~~accrued ~~2011~~interest can be converted. As The aaggregate ~~result~~maximum number of ~~these~~shares ~~amendments,~~issuable ~~the~~for ~~Company~~conversion ~~received~~was ~~additional~~limited ~~proceeds~~to of96,261,250 ~~approximately~~shares, which represents $~~112~~385,~~000~~045 of note principal and ~~agreed~~accrued tointerest ~~issue~~at athe ~~total~~stated conversion price of 1$0.004 per share. Any balance of note principal and accrued interest in excess of $385,~~627,986~~045 will never be convertible into shares of the Company’s common stock tounless ~~these~~the ~~note~~authorized ~~holders~~shares ~~with~~of athe ~~fair~~Company ~~value~~are ~~at $152,953~~increased. AsAt of December 31, ~~2011~~2014, ~~total~~$385,045 ~~outstanding balance~~ of the ~~Notes~~Consolidated Note and accrued interest ~~amounted~~were toconvertible at a rate of $~~312~~0.004 per share into 96,~~024~~261,250 ~~secured,~~shares ~~due~~of onthe ~~demand~~Company’s common stock, and isthe ~~convertible~~balance toof 6$18,~~933,867~~800 will never be convertible into shares of the Company’s common stock. At orDecember 31, 2014 and 2013, total outstanding balance of principal and accrued interest was $0403,845 and $378,845, respectively.~~045/share.~~

In August 2012, the Company and all the existing note holders agreed to consolidate the Notes with an aggregate principal balance of $277,888 and unpaid interest of $72,712. As a result, the Notes were cancelled and the Company issued a new note (the “Consolidated Note”) amounting to $350,600. The Company considered the cancellation of the Note as an extinguishment for accounting purposes.

The Consolidated Note is secured by the Company’s assets, bears interest of 7% per annum, will mature on December 31, 2014, as amended, and is convertible at $0.004/share or 87,649,883 shares of common stock. As the market price on the date of the issuance of the Consolidated Note was $0.20 per share, the Company calculated a beneficial conversion feature up to the face value of the note of $350,600 representing the difference between the market price and the exercise price on the date of issuance. The beneficial conversion feature was recorded as a valuation discount and was amortized in full to interest expense over the original term of the note which matured on December 31, 2012.

As of December 31, 2012, total outstanding balance of the Consolidated Note amounted to $350,600 and accrued interest of $3,445 for a total of $354,045

Promissory Notes

On April 26, 2012, the Company issued anits ~~up to $33,000~~ unsecured Promissory Note (the “Note”) to private investors ~~(“Investors”)~~ for ~~which it had received~~ $33,000. The asNote is unsecured and accrues interest of ~~December~~5% ~~31,~~per ~~2012~~annum payable upon maturity. ~~The~~During ~~Note~~2014, isthe ~~due~~Company onreceived ~~April~~an 26additional $36,900 ~~2014~~of ~~and~~proceeds ~~has~~under anthe ~~interest~~Note. Effective ~~rate~~April of20, 5%2014, ~~per~~the ~~annum~~maturity ~~where~~date ~~interest~~of ~~accrues~~the ~~and~~Note iswas ~~payable~~extended infrom ~~cash~~April ~~upon~~26, ~~maturity~~2014, to December 31, 2015. AsAt of December 31, ~~2012~~2014 and 2013, the amount due under the promissory note totaled $35108,500 and $67,600 including accrued interest of $29,~~500~~100 and $5,100, respectively.

Results of Operations for Years ended December 31, ~~2012~~2014 and ~~2011~~2013

Revenues. We had no revenues during the years ended December 31, ~~2012~~2014 and ~~2011~~2013. We continue to explore new opportunities that will generate revenue and enhance shareholder value.

Gross profit. We had no revenues and therefore no costs of revenues for the years December 31, ~~2012~~2014 and ~~2011~~2013, respectively.

Operating expenses. Operating expenses consist mainly of legal and accounting expenses. Operating expenses ~~increased~~decreased by $323,~~967~~965 to $4536,~~514~~032 for the year ended December 31, ~~2012~~2014 versus $1232,~~547~~067 for the year ended December 31, ~~2011~~2013. The increase in operating expenses was principally due to services provided related to the dissolution of our subsidiary and services provided relating to the issuance of a debt instrument incurred for the year ended December 31, 2012.

Other expense. Other expense principally consists of interest and financing expense related to outstanding debt and shares issuances. We had interest expense of $~~393~~29,~~580~~000 for the year ended December 31, ~~2012~~2014, compared to interest expense of $6027,~~114~~400 for the year ended December 31, ~~2011~~2013. The change in balance or increase in interest expense of $~~333~~1,~~466~~600 related primarily to ~~non-cash financing costs of $350,600 amortization of discount associated with a beneficial conversion feature on~~ the ~~convertible~~increase ~~notes. No~~in ~~similar~~debt ~~expense was incurred for the year ended December 31, 2011~~levels.

~~Gain~~Net onLoss. Our ~~dissolution~~net ofloss ~~subsidiary. During~~for the year ended December 31, ~~2012,~~2014 wewas ~~dissolved our subsidiary~~$65,032 ~~New~~compared ~~Era leading~~ to ~~the~~loss ~~removal~~ of ~~old trade payables of~~ $~~102~~59,~~210. In~~467 ~~addition,~~for ~~included in~~ the ~~Company's~~year ended December 31, ~~2011 balance sheets was approximately $41,716 of debt that was reflected in the balance sheet upon the Company's reverse merger transaction with Lee Graphics that was consummated in October 2004~~2013. The ~~Company~~difference ~~wrote~~was ~~off~~attributable ~~the~~to ~~balance of $41,716 balance in Gain on Dissolution of Subsidiary in~~ the ~~accompanying~~aforementioned ~~Consolidated~~lack ~~Statement~~ of ~~Operations~~revenue, ~~for~~increased ~~the~~operating ~~year ended December 31~~expense, ~~2012. No~~and ~~similar~~increased ~~event~~interest ~~occurred~~expense ~~for~~as ~~the~~discussed ~~year ended December 31, 2011~~above.

Net Loss. Our net loss for the year ended December 31, 2012 was $295,167 compared to loss of $72,661 for the year ended December 31, 2011. The difference was attributable to the aforementioned lack of revenue, increased operating expense, increase interest expense and the gain on dissolution of subsidiary discussed above.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make judgments, assumptions and estimates that affect the amounts reported. Note 1 of the Notes to Consolidated Financial Statements describes the significant accounting policies used in the preparation of the consolidated financial statements. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below. On a regular basis, we review the accounting policies we use in reporting our financial results.

A critical accounting policy is one that is both material to the presentation of our combined financial statements and requires us to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes:-10-

~~• we~~A ~~have~~critical accounting policy is one that is both material to the presentation of our financial statements and requires us to make ~~assumptions~~difficult, ~~about~~subjective ~~matters~~or complex judgments that ~~are~~could ~~highly~~have ~~uncertain~~a atmaterial ~~the~~effect ~~time~~on our financial condition and results of operations. Specifically, critical accounting estimates have the ~~estimate;~~following ~~and~~attributes:

• ● we have to make assumptions about matters that are highly uncertain at the time of the estimate; and ● different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

We cannot make estimates and assumptions about future events or determine their effects with certainty. We base our estimates on historical experience and on various other assumptions that we believe to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as we obtain additional information and as our operating environment changes. These changes have historically been minor and we have included them in the ~~combined~~ financial statements as soon as they became known. In addition, we periodically face uncertainties, the outcomes of which are not within our control and we will not know for prolonged periods of time. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, we believe that our combined financial statements are fairly stated in accordance with accounting principles generally accepted in the United States of America, and present a meaningful presentation of our financial condition and results of operations.

We believe that the following are our critical accounting policies:

~~Revenue~~Stock-Based ~~Recognition~~Compensation

We The ~~recognize~~Company ~~revenue~~periodically ~~from~~issues ~~gross~~stock ~~product~~options ~~sales,~~and ~~including~~warrants ~~freight~~to ~~charges,~~employees and ~~revenues~~non-employees ~~from~~in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the ~~license~~authoritative guidance provided by the Financial Accounting Standards Board whereas the value of ~~products,~~the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in ~~compliance~~accordance with ~~Staff~~the authoritative guidance of the Financial Accounting ~~Bulletin~~Standards NoBoard whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. ~~101~~ ~~and~~Non-employee Nostock-based compensation charges generally are amortized over the vesting period on a straight-line basis. ~~104~~In ~~which~~certain ~~require~~circumstances ~~that:~~where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

~~• title~~ The fair value of the Company's stock options and warrants grant is estimated using the Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of ~~loss~~the ~~have~~stock ~~passed~~options toor warrants, and future dividends. Compensation expense is recorded based upon the ~~customer;~~value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods.

• there is persuasive evidence of an arrangement;

• delivery has occurred or services have been rendered;

• the sales price is fixed and determinable;

• collectability is reasonably assured; and

• customer acceptance criteria, if any, have been successfully demonstrated.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements appear at the end of this report beginning with the Index to Financial Statements on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have not had a change in, or disagreement with, our independent registered public accounting firm for the past two fiscal years.

-11-

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange act of 1934 Rules 13a-15(f), for the period ended December 31, ~~2012~~2014. Based on this evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures were effective as of December 31, ~~2012~~2014.

Management’s Annual Report on Internal Control over Financial Reporting

Our Chief Executive Officer and Chief Financial Officer are responsible to design or supervise a process to be effected by our ~~board~~Board of ~~directors~~Directors that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The policies and procedures include:

• ● maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets, ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

~~• provide~~For ~~reasonable~~the ~~assurance~~year ~~that~~ended ~~transactions~~December ~~are~~31, ~~recorded~~2014, asmanagement ~~necessary~~has relied on the framework of the Committee of Sponsoring Organizations of the Treadway Commission (COSO), to ~~permit~~evaluate ~~preparation~~the effectiveness of our internal control over financial ~~statements~~reporting inand ~~accordance~~based ~~with~~upon that framework, management has determined that our internal control over financial reporting is effective. ~~generally~~A ~~accepted~~controls ~~accounting~~system ~~principles~~cannot provide absolute assurance, ~~and~~however, that ~~receipts~~the ~~and~~objectives ~~expenditures~~of ~~are~~the ~~being~~controls ~~made~~system ~~only~~are inmet, ~~accordance~~and ~~with~~no ~~authorizations~~evaluation of ~~management~~controls can provide absolute assurance that all control issues and ~~directors~~instances of fraud, ~~and~~if any, within a company have been detected.

~~• provide~~Our ~~reasonable~~management ~~assurance~~determined ~~regarding~~that ~~prevention~~there orwere ~~timely~~no ~~detection~~changes ofmade ~~unauthorized~~in ~~acquisition,~~our ~~use~~internal orcontrols ~~disposition~~over financial reporting during the fourth quarter of ~~assets~~2014 that ~~could~~ have amaterially ~~material~~affected, ~~effect~~or onare reasonably likely to materially affect our internal control over financial ~~statements~~reporting.

For the year ended December 31, 2012, management has relied on the framework of the Committee of Sponsoring Organizations of the Treadway Commission (COSO), to evaluate the effectiveness of our internal control over financial reporting and based upon that framework, management has determined that our internal control over financial reporting is effective. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our management determined that there were no changes made in our internal controls over financial reporting during the fourth quarter of 2012 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

This annual report does not include, and is not required to include, an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the our registered public accounting firm pursuant to rules of the SEC that permit the company to provide only management’s report in this annual report.

ITEM 9B. OTHER INFORMATION

None.

22-12-

Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth the name, age, position and office term of each of our executive officers and directors. The number of directors is currently fixed at five. The initial terms of office of our directors will expire upon the election and qualification of directors at our next annual meeting of stockholders. All directors serve until the next annual stockholders meeting or until their successors are duly elected and qualified. All officers serve at the discretion of the Board of Directors.

Name	Age	Position	Term of Director
James R. Simpson	43	Chief Executive Officer, Chief Financial Officer, Secretary and Director	From June 2006 until our next annual meeting.
Jason Adelman (1)	46	Chief Executive Officer, Chief Financial Officer, Secretary and Director	May 28, 2015 until our next annual meeting
Michael S. Abrams	42	Director	From December 2011 until our next annual meeting.
James R. Simpson (1)	45	Former Chief Executive Officer, Chief Financial Officer, Secretary and Director	From June 2006 until May 28, 2015.

~~Set~~(1) ~~forth~~On ~~below~~May is28, ~~certain~~2015, ~~biographical~~the ~~information~~Company’s ~~regarding~~Board ~~each~~of Directors approved the resignation of ~~our~~James ~~executive~~R. ~~officers~~Simpson, as the Company’s Director, Chief Executive Officer, Chief Financial Officer and ~~directors:~~Secretary. The Company’s Board of Directors approved Jason Adelman as a Director and he was also appointed to fill the vacant positions of Chief Executive Officer, Chief Financial Officer and Secretary.

James R. Simpson became the chief executive officer, secretary and a director of Silvergraph International in June 2006. Mr. Simpson has also served as the chief executive officer and a director of New Era since its inception in June 2006. As one of the founding members of Silvergraph LLC, Mr. Simpson formulated our strategic direction, namely gallery quality prints at decor prices. Prior to founding Silvergraph LLC, where his wholly-owned entity served as one of the Silvergraph LLC managers from April 2005 until Silvergraph LLC’s merger into New Era, Mr. Simpson was a founding member of Brown Simpson Asset Management, LLC, a $450 million New York based private equity investment organization. During his 6-year tenure through 2001, he was responsible for over $250 million in private investment in domestic technology companies. From 1999 to 2001, Mr. Simpson served as a director of Pointconnect, Inc., a technology services company targeting the financial services industry. Mr. Simpson has over 12 years of investment banking, private equity, legal and senior corporate management experience. Mr. Simpson received a B.A. from the University of Colorado, Boulder and a J.D. from California Western School of Law in San Diego, California where he served as managing director of the law review.

Michael S. Abrams was appointed to our Board of Directors on December 30, 2011 in connection with the change of control transaction that occurred that day. He has extensive experience as a finance professional and has served as a senior-level advisor to numerous public companies during his career. Mr. Abrams is currently a Managing Director of Burnham Hill Advisors LLC, a New York-based investment and merchant banking firm he joined in August of 2003. He is also the Interim Chief Financial Officer of Bond Laboratories, Inc., a public company subject to the reporting requirements of the Securities Exchange Act of 1934. Mr. Abrams holds a Master of Business Administration with Honors from the Booth School of Business at the University of Chicago.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers and persons who own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

During the most recent fiscal year, to the Company’s knowledge, the following delinquencies occurred:

Name	No. of Late Reports	No. of Transactions Reported Late	No. of Failures to File
James R. Simpson	0	0	0
	0	0	0
Michael S. Abrams	0	0	0
	0	0	0

Code of Ethics

We adopted a Code of Ethics for the Chief Executive Officer, the President and Financial Executives in June 2006. Upon written request we will provide a copy of the Code of Ethics to any person without charge. Address your request to:

Shareholder Communications

Silvergraph International, Inc.

~~1875 Century Park East, Ste. 1460~~-13-

Los Angeles, California 90067

Committees

In June 2006 our ~~board~~Board of ~~directors~~Directors considered establishing an audit, nominating and compensation committee; however, the ~~board~~Board ~~of directors~~ decided to delay such action until the Company seeks listing on the Nasdaq Stock Market and /or these committees are required by regulation. Therefore, we do not currently have an audit committee; accordingly, we do not have an audit committee financial expert serving on an audit committee.

ITEM 11. EXECUTIVE COMPENSATION

Executive Officers and Directors

The following tables set forth certain information about compensation paid, earned or accrued for services by (i) the Company’s Chief Executive Officer and (ii) all other executive officers who earned in excess of $100,000 in the years ended December 31, ~~2012~~2014, ~~2011~~2013, and ~~2010~~2012 (“Named Executive Officers”):

Name and Principal Position	~~Year~~	~~Salary ($)~~Year	~~Bonus ($)~~	~~Stock~~Salary ~~Awards~~ ($)	~~Option Awards ($)~~	~~Non-Equity Incentive Plan Compensation ($)~~	~~Nonqualified Deferred Compensation ($)~~	~~All~~Bonus ~~Other Compensation~~ ($)	~~Total ($)~~	Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)
James R. Simpson	2012	-	-	-	-	-	-	-	-
Jason Adelman (1) CEO, CFO, Secretary and Director		2014			-				-		-		-		-		-		-		-
CEO, CFO, and Sec	2011	-	-	-	-	-	-	-	-
James R. Simpson (1)		2014			-				-		-		-		-		-		-		-
	2010	-	-	-	-	-	-	-	-
Former CEO, CFO, and Secretary		2013			-				-		-		-		-		-		-		-
		2012			-				-		-		-		-		-		-		-

(1)

On May 28, 2015, the Company’s Board of Directors approved the resignation of James R. Simpson, as the Company’s Director, Chief Executive Officer, Chief Financial Officer and Secretary. The Company’s Board of Directors approved Jason Adelman as a Director and he was also appointed to fill the vacant positions of Chief Executive Officer, Chief Financial Officer and Secretary.

Employment Contracts

We currently do not have written employment agreements with our executive officers. On April 11, 2008, William W. Lee and James R. Simpson terminated their employment agreements with New Era. The Termination Agreement provided that each executive’s unpaid salary as of the date of the agreement would remain an outstanding obligation on the books and records of the Company until the salary was paid or Silvergraph International merged with a separate company unaffiliated with any of the executives. In the case of a merger each executive’s unpaid salary would be converted into common stock at $5.28 per share.

-14-

Director Compensation

We do not have any standard arrangement for compensation of our directors for any services provided as director, including services for committee participation or for special assignments. The following table sets forth director compensation as of and for ~~2012~~2014:

Name	~~Fees Earned or Paid in Cash ($)~~	~~Stock~~Fees ~~Awards~~Earned or Paid in Cash ($)	~~Option Awards ($)~~	~~Non-Equity Incentive Plan Compensation ($)~~	~~Nonqualified Deferred Compensation Earnings ($)~~	~~All~~Stock ~~Other~~Awards ~~Compensation~~ ($)	~~Total ($)~~	Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
James R. Simpson	~~-0-~~	~~-0-~~	-0-	~~-0-~~	~~-0-~~	~~-0-~~	-0-		-0-		-0-		-0-		-0-		-0-
Michael S. Abrams	-0-	-0-	-0-	-0-	-0-	-0-	-0-

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers on December 31, ~~2012~~2014:

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 or 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 ($)

James R. Simpson

-0-

N/A

-0-

-15-

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial Ownership

The following table sets forth as of ~~March~~July 31, ~~2013~~2015, the name and the number of shares of our common stock, par value, $0.001 per share, held of record or beneficially by each person who held of record, or was known by the Company to own beneficially more than 5% of the 2,~~970~~971,~~954~~154 ~~common shares which includes the 1,267,368~~ issued and outstanding shares of our common stock ~~and the 1~~,~~703,586~~ ~~common shares issuable,~~ and the name and shareholdings of each director and of all officers and directors as a group.

CERTAIN BENEFICIAL OWNERS
Title of class	Name and address of beneficial owners	Amount and nature of beneficial owner		Percent of class (1)

Common	Antaeus Capital Partners, LLC 1875 Century Park East, Ste. 1460 Los Angeles, CA 90067		1,219,500		41.0	%

Common	Ideal Growth LLC 2855 Cottonwood Pkwy #340 Salt Lake City, UT 84121		200,000		6.7	%

Common	Thomas G. Schuster 1421 West Westport Circle MeQuon, WI 53092		536,547		18.1	%

CERTAIN BENEFICIAL OWNERS
MANAGEMENT
Title of class	Name and address of beneficial owners	~~Amount and nature of beneficial owner~~	~~Percent~~Amount and nature of ~~class~~beneficial ~~(1)~~owner		Percent of class (1)
Common	~~Matthew~~James ~~Balk~~R. ~~229 West 60th Street New York, NY 10023~~Simpson*	~~36,420,289 (2)~~	~~19.9% (2)~~	125,158		4.2	%
Common	Jason Adelman 900 Park Avenue, Apt. 15A New York, NY 10021	36,418,350 (2)	19.9% (2)
Common	Chad Willis P.O. Box 192477 Dallas, TX 75219	36,407,100 (2)	19.9% (2)
Common	MKM Opportunity Master Fund, Ltd. 644 Broadway, 4th Floor New York, NY 10012	36,407,100 (2)	19.9% (2)
Common	Robert J. Neborsky and Sandra S. Neborsky Living Trust 317 14th Street Del Mar, CA 92014	36,481,292 (2)	19.9% (2)
Common	Antaeus Capital Partners, LLC 1875 Century Park East, Ste. 1460 Los Angeles, CA 90067	1,219,500	41.0%
Common	Ideal Growth LLC 2855 Cottonwood Pkwy #340 Salt Lake City, UT 84121	200,000	6.9%
Common	Thomas G. Schuster 1421 W. Westport Circle Mequon, WI 53092	536,547	18.1%

MANAGEMENT
Title of class	Name and address of beneficial owners	Amount and nature of beneficial owner	Percent of class (1)
Common	James R. Simpson* (3)	125,158	4.3%
Common	Michael S. Abrams* 11011 Q Street, Bldg A, Suite 106 Omaha, NE 68137	0	0%
Common	Total Officers and Directors As a Group ( 2 persons)	125,158	9.8%

(*) Former Officer and/or director. 22541 Parkfield, Mission Viejo, CA

(*) Officer and/or director. 22541 Parkfield, Mission Viejo, CA

(1) Based on 2,913,352 shares outstanding as of March 31, 2012. Except as set forth in these footnotes, shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for the purposes of computing the percentage of any other person.

(2) Includes 36,407,100 shares of common stock underlying $72,814 (as of 12/30/2011) convertible promissory note, convertible at any time into our common stock at a conversion price that is the lower of (i) $0.002, or (ii) the conversion price that would cause the majority holder of promissory notes similar to the listed holder’s promissory note to own upon conversion the number of shares of our common stock determined to be 59% of the outstanding common stock on a fully-diluted basis. As a result, as of December 30, 2011, this holder’s convertible promissory note was convertible into 36,407,100 shares of our common stock. Due to the conversion terms of these notes being based on a conversion by a majority of the noteholders, the percent of class is calculated as if all noteholders converted simultaneously.

(3) As the sole member of Hock-Simpson, James R. Simpson has the sole voting and investment power of the shares of common stock held by Hock-Simpson. Thus, Mr. Simpson is deemed to be the beneficial owner of the 122,728 shares of common stock held by Hock-Simpson.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

In February, 2008, we entered into a loan transaction with certain accredited investors. Subsequently, we have entered into multiple amendments with such investors with the result that such investors are now principal shareholders of the Company. (See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation -– Convertible Promissory Notes).

Director Independence

We do not have any independent directors serving on our ~~board~~Board of ~~directors~~Directors.

-16-

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fee

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the independent registered public accounting firm for the audit of Silvergraph International’s annual financial statement and review of financial statements included in our periodic reports and services normally provided by the accounting firm in connection with statutory and regulatory filings or engagements were $1012,~~579~~400 for fiscal year ended ~~2012~~2014 and $1015,~~579~~594 for fiscal year ended ~~2011~~2013.

Audit-Related Fees

We did not have fees for other audit related services for fiscal years ended ~~2012~~2014 and ~~2011~~2013.

Tax Fees

We did not have fees for tax compliance, tax advice and tax planning for the fiscal years ~~2012~~2014 and ~~2011~~2013.

All Other Fees

There were no other aggregate fees billed in either of the last two fiscal years for products and services provided by the independent registered public accounting firm, other than the services reported above.

Pre-approval Policies

We do not have a standing audit committee currently serving and as a result our ~~board~~Board of ~~directors~~Directors performs the duties of an audit committee. Our ~~board~~Board of ~~directors~~Directors evaluates and approves, in advance, the scope and cost of the engagement of an accounting firm before the accounting firm renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

29-17-

Table of Contents

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

For a list of financial statements and supplementary data filed as part of this Annual Report, see the Index to Financial Statements beginning at page F-1 of this Annual Report.

(a)(2) Financial Statement Schedules

We do not have any financial statement schedules required to be supplied under this Item.

(a)(3) Exhibits

Refer to (b) below.

(b) Exhibits

3.1(i)		Articles of Incorporation (Incorporated by reference to Exhibit 3.1(i) to Form 10-SB filed on July 6, 2000)
3.1(ii)		Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.1(ii) to Form 8-K filed on June 23, 2006)
3.1(iii)		Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to Form 8-K filed on March 24, 2009)
3.2		Bylaws (Incorporated by reference to Exhibit 3.3 to Form 10-SB filed on July 6, 2000)
14.1		Code of Ethics (Incorporated by reference to Exhibit 14.1 to Form 8-K filed on June 26, 2006)
21		Subsidiaries of Silvergraph ~~(Incorporated by reference to Exhibit 21 to Form 10-K filed on June 12, 2009)~~
31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1		Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Labels Linkbase Document
101.PRE		XBRL Presentation Linkbase Document

30-18-

Table of Contents

SIGNATURES

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

SILVERGRAPH INTERNATIONAL, INC.

SILVERGRAPH INTERNATIONAL, INC.


Date: August 13, 2015		/s/ Jason Adelman
		Jason Adelman, Chief Executive Officer, Chief Financial Officer, Secretary and Director

Date: April 11, 2013		/s/ James R. Simpson
		James R. Simpson, Chief Executive Officer,
		Chief Financial Officer, Secretary and Director

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

Date: April 11, 2013		/s/ James R. Simpson
		James R. Simpson, Chief Executive Officer,
		Chief Financial Officer, Secretary and Director


Date: August 13, 2015		/s/ Jason Adelman
		Jason Adelman, Chief Executive Officer, Chief Financial Officer, Secretary and Director

31-19-

~~INDEX~~Table TOof ~~CONSOLIDATED FINANCIAL STATEMENTS~~Contents

		Page
Report of Independent Registered Public Accounting Firm		33
Consolidated Balance Sheets as of December 31, 2012 and 2011		34
Consolidated Statements of Operations for the Years Ended December 31, 2012 and 2011		35
Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2012 and 2011		36
Consolidated Statements of Cash Flows for the Year Ended December 31, 2012 and 2011		37
Notes to the Consolidated Financial Statements		38

INDEX TO FINANCIAL STATEMENTS



		Page


Report of Independent Registered Public Accounting Firm		F-2

Balance Sheets as of December 31, 2014 and 2013		F-3

Statements of Operations for the Years Ended December 31, 2014 and 2013		F-4

Statements of Stockholders’ Deficit for the Years Ended December 31, 2014 and 2013		F-5

Statements of Cash Flows for the Year Ended December 31, 2014 and 2013		F-6

Notes to the Financial Statements		F-7

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Silvergraph International, Inc.

We have audited the ~~consolidated~~ balance sheets of Silvergraph International, Inc. ~~and Subsidiary~~ as of December 31, ~~2012~~2014 and ~~2011~~2013, and the related ~~consolidated~~ statements of operations, stockholders’ deficit and cash flows for the years then ended. These ~~consolidated~~ financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these ~~consolidated~~ financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall ~~consolidated~~ financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the ~~consolidated~~ financial statements referred to above present fairly, in all material respects, the ~~consolidated~~ financial position of Silvergraph International, Inc. ~~and Subsidiary~~ as of December 31, ~~2012~~2014 and ~~2011~~2013, and the results of ~~their~~its operations and ~~their~~its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying ~~consolidated~~ financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses and negative cash flows from operating activities, which have resulted in a negative working capital and a stockholders' deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The ~~consolidated~~ financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Weinberg & Company, P.A.

Los Angeles, California

~~April~~August 11, ~~2013~~2015

33F-2

Table of Contents

SILVERGRAPH INTERNATIONAL, INC.

BALANCE SHEETS

	December 31, 2014			December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	1,310		$	2,636

Total assets	$	1,310		$	2,636

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	10,516		$	12,710
Convertible promissory notes and accrued interest		403,845			-
Promissory notes and accrued interest		108,500			-
Total current liabilities		522,861			12,710

Convertible promissory notes and accrued interest		-			378,845
Promissory note and accrued interest		-			67,600

Total liabilities		522,861			459,155

Commitments and contingencies

Stockholders' Deficit
Common Stock, $0.001 par value, 100,000,000 shares authorized: 2,971,154 shares issued and outstanding		2,971			1,267
Additional paid-in capital		6,416,224			6,189,385
Common shares issuable (0 and 1,703,586 shares)		-			228,543
Accumulated deficit		(6,940,746	)		(6,875,714	)
Total stockholders' deficit		(521,551	)		(456,519	)

Total liabilities and stockholders’ deficit	$	1,310		$	2,636

The accompanying notes are an integral part of these financial statements

F-3

Table of Contents

SILVERGRAPH INTERNATIONAL, INC. AND SUBSIDIARY

~~CONSOLIDATED~~STATEMENTS ~~BALANCE~~OF ~~SHEETS~~OPERATIONS

	December 31, 2012			December 31, 2011
	Year Ended December 31, 2014			Year Ended December 31, 2013
ASSETS
Revenues	$	-		$	-
Current assets:
Cost of sales		-			-
Cash and cash equivalents	$	2,377		$	4,581
Gross profit		-			-
Total assets	$	2,377		$	4,581
Operating expenses		(36,032	)		(32,067	)
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Operating loss		(36,032	)		(32,067	)
Current liabilities:
Interest expense - net		(29,000	)		(27,400	)
Accounts payable	$	9,884		$	103,326
Net loss	$	(65,032	)	$	(59,467	)
Convertible promissory notes and accrued interest		-			312,024
Net loss per share, basic and fully diluted	$	(0.02	)	$	(0.02	)
Other debt		-			41,716
Weighted average shares outstanding, basic and fully diluted		2,971,154			2,971,154
Total current liabilities		9,884			457,066
Convertible promissory note and accrued interest		354,045			-
Promissory note and accrued interest		35,500			-
Total liabilities		399,429			457,066
Commitments and contingencies
Stockholders' Deficit
Common Stock, $0.001 par value, 100,000,000 shares authorized: 1,267,368 shares issued and outstanding		1,267			1,267
Additional paid-in capital		6,189,385			5,838,785
Common shares issuable (1,703,586 shares)		228,543			228,543
Accumulated deficit		(6,816,247	)		(6,521,080	)
Total stockholders' deficit		(397,052	)		(452,485	)
Total liabilities and stockholders’ deficit	$	2,377		$	4,581

The accompanying notes are an integral part of these ~~consolidated~~ financial statements

34F-4

~~SILVERGRAPH~~Table ~~INTERNATIONAL,~~of ~~INC. AND SUBSIDIARY~~Contents

~~CONSOLIDATED~~SILVERGRAPH ~~STATEMENTS~~INTERNATIONAL, ~~OF OPERATIONS~~INC.

	Year Ended December 31, 2012			Year Ended December 31, 2011
Revenues	$	-		$	-
Cost of sales		-			-
Gross profit		-			-
Operating expenses		(45,513	)		(12,547	)
Operating loss		(45,513	)		(12,547	)
Interest expense - net		(393,580	)		(60,114	)
Gain on dissolution of subsidiary		143,926			-
Net loss	$	(295,167	)	$	(72,661	)
Net loss per share, basic and fully diluted	$	(0.10	)	$	(0.03	)
Weighted average shares outstanding, basic and fully diluted		2,970,954			2,886,841

STATEMENTS OF STOCKHOLDERS’ DEFICIT

~~The~~YEARS ~~accompanying~~ENDED ~~notes~~DECEMBER ~~are~~31, an2014 ~~integral~~AND ~~part of these consolidated financial statements~~2013


					Additional		Common
	Common		Stock		Paid-in		Shares			Accumulated
	Shares		Amount		Capital		Issuable			Deficit			Total
Balance, January 1, 2013		1,267,368	$	1,267	$	6,189,385	$	228,543		$	(6,816,247	)	$	(397,052	)
Net loss		--		--		--		--			(59,467	)		(59,467	)
Balance, December 31, 2013		1,267,368		1,267		6,189,385		228,543			(6,875,714	)		(456,519	)
Common shares issued		1,703,786		1,704		226,839		(228,543	)		-			-
Net loss		--		--		--		--			(65,032	)		(65,032	)
Balance, December 31, 2014		2,971,154	$	2,971	$	6,416,224	$	-		$	(6,940,746	)	$	(521,551	)

~~SILVERGRAPH~~The ~~INTERNATIONAL,~~accompanying ~~INC.~~notes ~~AND~~are ~~SUBSIDIARY~~an integral part of these financial statements

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT~~F-5

~~YEARS~~Table ~~ENDED~~of ~~DECEMBER 31, 2012 AND 2011~~ Contents

					Additional		Common
	Common		Stock		Paid-in		Shares		Accumulated
	Shares		Amount		Capital		Issuable		Deficit			Total
Balance, December 31, 2010		1,267,368	$	1,267	$	5,788,785	$	107,490	$	(6,448,419	)	$	(550,877	)
Fair value of common shares issuable related to financing								45,463		-			45,463
Fair value of common shares issued for accounts payable balance								75,590		-			75,590
Capital contribution, related party						50,000							50,000
Net loss		-		-						(72,661	)		(72,661	)
Balance, December 31, 2011		1,267,368		1,267		5,838,785		228,543		(6,521,080	)		(452,485	)
Fair value of beneficial conversion feature of convertible promissory notes						350,600							350,600
Net loss										(295,167	)		(295,167	)
Balance, December 31, 2012		1,267,368	$	1,267	$	6,189,385	$	228,543	$	(6,816,247	)	$	(397,052	)

SILVERGRAPH INTERNATIONAL, INC.

~~The~~STATEMENTS ~~accompanying~~OF ~~notes~~CASH ~~are an integral part of these consolidated financial statements~~FLOWS

	Years Ended December 31,
	2014			2013

Operating activities:
Net loss	$	(65,032	)	$	(59,467	)
Adjustment to reconcile net loss to net cash used in operating activities:
Accrued interest on debt		29,000			27,400
Changes in assets and liabilities:
Accounts payable and accrued expenses		(2,194	)		2,826
Net cash used in operating activities		(38,226	)		(29,241	)

Financing activities:
Proceeds from issuance of promissory notes		36,900			29,500
Net cash provided by financing activities		36,900			29,500

Change in cash and cash equivalents		(1,326	)		259
Cash and cash equivalents, beginning of period		2,636			2,377
Cash and cash equivalents, end of period	$	1,310		$	2,636

Supplemental cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

~~SILVERGRAPH~~The ~~INTERNATIONAL,~~accompanying ~~INC.~~notes ~~AND~~are ~~SUBSIDIARY~~an integral part of these financial statements

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~F-6

	Years Ended December 31,
	2012			2011
Operating activities:
Net loss	$	(295,167	)	$	(72,661	)
Adjustment to reconcile net loss to net cash used in operating activities:
Accrued interest on debt		42,980			14,650
Gain on dissolution of subsidiary		(143,926	)		-
Fair value of beneficial conversion feature of convertible notes		350,600			-
Fair value of common shares issuable related to financing		-			45,463
Changes in assets and liabilities:
Accounts payable and accrued expenses		8,768			(12,291	)
Net cash used in operating activities		(36,745	)		(24,839	)
Financing activities:
Proceeds from issuance of convertible notes		1,541			27,965
Proceeds from issuance of promissory notes		33,000			-
Net cash provided by financing activities		34,541			27,965
Change in cash and cash equivalents		(2,204	)		3,126
Cash and cash equivalents, beginning of period		4,581			1,455
Cash and cash equivalents, end of period	$	2,377		$	4,581
Supplemental cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Supplemental disclosure of non-cash financing activities
Increase in common shares issuable	$	-		$	121,053
Forgiveness of shareholder loan and accrued compensation	$	-		$	50,000

Table of Contents

~~The~~SILVERGRAPH ~~accompanying~~INTERNATIONAL, ~~notes are an integral part of these consolidated financial statements~~INC.

37NOTES TO FINANCIAL STATEMENTS

~~SILVERGRAPH~~FOR ~~INTERNATIONAL~~THE YEARS ENDED DECEMBER 31, ~~INC.~~2014 AND ~~SUBSIDIARY~~2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TWELVE MONTHS ENDED DECEMBER 31, 2012 AND 2011

NOTE 1—THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Through 2009, Silvergraph International, Inc. ("Silvergraph" or the “Company”) was a designer, manufacturer, marketer and branded retailer of fine-art reproductions, art-based home decorative accessories, collectibles and gift products. In 2007, we experienced significant challenges due to the unexpected contraction of our business with our largest client which caused us in 2008 to evaluate various strategies to best enhance value for our shareholders including the sale to or merger with a larger art or printing organization that would benefit from our technology. In the second half of 2008, we began to wind down our subsidiary New Era Studios, Inc. (“New Era”), and to sell its assets, to pay down its debts and to provide working capital for the Company. We also raised $~~218~~285,000 in interim bridge capital to support our operations and took steps to significantly lower our cost of operations. We are continuing to pursue and evaluate strategies to enhance shareholder value including the merger with a private company in industries outside the art and printing industries. We continue to take steps to lower our operating costs and help fund our working capital needs. However, we cannot guarantee that these actions will ensure our continued operations.

Basis of Consolidation

The consolidated financial statements include the accounts of Silvergraph and our wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from its operations since its inception and has an accumulated deficit of $6,~~816~~940,~~247~~746 and stockholders’ deficit of $~~397~~521,~~052~~551 at December 31, ~~2012~~2014. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue its existence. The recovery of the Company’s assets is dependent upon continued operations of the Company. In addition, the Company's recovery is dependent upon future events, the outcome of which is undetermined. The Company intends to continue to attempt to raise additional capital, but there can be no certainty that such efforts will be successful.

To continue our operations and to grow our current operations and to make acquisitions, if any, under our current business model during the next twelve months, we will need to secure additional working capital, by way of equity or debt financing, or otherwise. After this twelve month period, we may need additional financing for working capital, and in the case of acquisitions for payment of seller notes and future earned cash to sellers of acquired companies. There can be no assurance that we will be able to secure sufficient financing or on terms acceptable to us. If adequate funds are not available on acceptable terms, we would need to delay, limit or eliminate some or all of our proposed operations, and we may be unable to successfully promote our products or develop new or enhanced products or prosecute acquisitions, any of which could lower our revenues and net income, if we achieve profitability in the future. If we raise additional funds through the issuance of convertible debt or equity securities, the percentage ownership of our current stockholders is likely to be diluted, unless some of our current stockholders were to invest in subsequent convertible debt or equity financings, and some of the newly issued securities may also have rights superior to those of the common stock. Additionally, if we issue or incur debt to raise funds, we may be subject to limitations on our operations.

~~Revenue Recognition~~F-7

The Company plans to recognize revenue from gross product sales, including freight charges, and revenues from the license of products, in compliance with current guidance from Financial Accounting Standards Board which require that title and risk of loss have passed to the customer, there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the sales price is fixed and determinable, collectability is reasonably assured, and customer acceptance criteria, if any, have been successfully demonstrated.

Stock-Based Compensation

The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

The fair value of the Company's stock options and warrants grant is estimated using the Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are used in the accounting for potential liabilities and valuing equity instruments. Actual results could differ from those estimates.

~~Earnings~~Loss ~~(loss)~~ per share

~~Diluted~~Basic ~~earnings~~net loss per share ~~reflects~~amount ~~the~~is ~~potential~~computed ~~dilution,~~by ~~using~~dividing the ~~treasury~~net ~~stock~~loss ~~method,~~by ~~that~~the ~~could~~weighted ~~occur~~average ifnumber ~~securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance~~ of common ~~stock~~shares ~~that then shared in the earnings of the Company~~outstanding. In computing diluted earnings per share, the ~~treasury~~weighted ~~stock~~average ~~method~~number ~~assumes~~of ~~that~~shares outstanding ~~options~~is ~~and~~adjusted ~~warrants~~to ~~are~~reflect ~~exercised and~~ the ~~proceeds~~effect ~~are~~of ~~used~~potentially todilutive ~~purchase~~securities, ~~common~~such as stock atoptions ~~the average market price during the period. Options~~ and warrants. Common ~~will~~stock ~~have~~equivalent ashares ~~dilutive~~are ~~effect~~excluded ~~under~~from the ~~treasury~~computation ~~stock~~if ~~method~~their ~~only~~effect ~~when~~is ~~the~~antidilutive. At ~~average~~December ~~market~~31, ~~price~~2013 ofand ~~the~~2014, common stock ~~during~~equivalents ~~the~~were ~~period~~comprised ~~exceeds~~of ~~the~~potential ~~exercise~~common ~~price~~shares ofto ~~the~~be ~~options~~issued ~~and~~upon ~~warrants.~~conversion Asof ~~the~~convertible ~~Company~~promissory ~~had~~note aof ~~loss~~94,711,250 inand ~~the~~87,649,883 ~~twelve~~common ~~months~~shares ~~ended~~as of December 31, ~~2012~~2014 and ~~2011~~2013, ~~basic and diluted loss per share are the same~~respectively. At December 31, ~~2012 and 2011~~2013, ~~potentially dilutive securities consisted of outstanding~~ common ~~stock~~share ~~purchase~~equivalents ~~warrants~~also toincluded ~~acquire an aggregate of~~ 200,000 ~~and 205,266 common~~ shares ~~respectively~~of ~~and~~the ~~potential~~Company’s common shares. These towarrants beexpired ~~issued~~in ~~upon conversion of convertible promissory note of 87,649,883 and 6,933,867 common shares respectively~~2014.

Fair Value of Financial Instruments

The carrying amounts of our financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities, approximate fair value because of their generally short maturities.

The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the consolidated balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by the FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets:

•● Level 1 – quoted prices in active markets for identical investments

•● Level 2 – other significant observable inputs (including quoted prices for similar investments, market corroborated inputs, etc.)

•● Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments)

40F-8

As of December 31, ~~2012~~2014, the Company’s financial assets subject to measurement included only Level 1 items of cash and short term investments. The fair value of these financial assets was equal to their recorded value. There were no unrealized gains or losses included in earnings resulting from long-term investments associated with Level 2 or 3 financial assets during the year ended December 31, ~~2012~~2014.

Recent Accounting Pronouncements

In ~~December~~May ~~2011~~2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (“ASU” 2014-09), NoRevenue from Contracts with Customers. ASU ~~2011~~2014-~~11,~~09 ~~“Balance~~will ~~Sheet~~eliminate ~~(Topic~~transaction- ~~210):~~and ~~Disclosures~~industry-specific ~~about~~revenue ~~Offsetting~~recognition ~~Assets~~guidance ~~and~~under ~~Liabilities~~current U.”S. ~~This~~GAAP ~~ASU~~and ~~requires~~replace anit ~~entity~~with toa ~~disclose~~principle ~~information~~based ~~about~~approach ~~offsetting~~for ~~and~~determining ~~related~~revenue ~~arrangements~~recognition. ASU to2014-09 ~~enable~~will ~~users~~require ofthat ~~its~~companies ~~financial~~recognize ~~statements~~revenue tobased ~~understand~~on the ~~effect~~value of ~~those~~transferred ~~arrangements~~goods onor ~~its~~services ~~financial~~as ~~position.~~they ~~ASU~~occur Noin the contract. The ~~2011-11~~ASU also will berequire ~~applied~~additional ~~retrospectively~~disclosure about the nature, amount, timing and isuncertainty ~~effective~~of ~~for~~revenue ~~annual~~and cash flows arising from customer contracts, including significant judgments and ~~interim~~changes ~~reporting~~in ~~periods~~judgments ~~beginning~~and onassets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after ~~January~~December 115, ~~2013.~~2016, ~~The~~and ~~Company~~early ~~does~~adoption is not ~~expect~~permitted. Entities ~~adoption~~can oftransition ~~this~~to ~~Standard~~the tostandard ~~have~~either retrospectively or as a ~~material~~cumulative-effect adjustment as of the date of adoption. Management is currently assessing the impact onthe ~~its~~adoption ~~consolidated~~of ~~results~~ASU 2014-09 and has not determined the effect of ~~operations,~~the ~~financial~~standard ~~condition,~~on orour ~~liquidity~~ongoing financial reporting.

In ~~July~~April ~~2012~~2014, the FASB issued ~~ASU~~Accounting Standards Update No. ~~2012~~2014-~~02,~~08 ~~Intangibles~~(ASU 2014-~~Goodwill~~08), ~~and~~Presentation ~~Other~~of Financial Statements (Topic ~~350~~205): ~~Testing~~and ~~Indefinite-Lived~~Property, ~~Intangible~~Plant ~~Assets~~and ~~for~~Equipment ~~Impairment~~ (Topic 360). ASU ~~2012~~2014-~~02),~~08 ~~allowing~~amends ~~entities~~ the ~~option~~requirements tofor ~~first~~reporting ~~assess~~discontinued ~~qualitative~~operations ~~factors~~and torequires ~~determine~~additional ~~whether~~disclosures itabout isdiscontinued ~~necessary~~operations. Under ~~to perform~~ the ~~quantitative~~new ~~impairment~~guidance, ~~test.~~only Ifdisposals ~~the~~representing ~~qualitative~~a ~~assessment~~strategic ~~indicates~~shift itin isoperations ~~more-likely-than-not~~or that ~~the~~have ~~fair~~a ~~value~~major ofeffect anon ~~indefinite-lived~~the ~~intangible~~Company's ~~asset~~operations isand ~~less~~financial ~~than~~results ~~its~~should ~~carrying~~be ~~amount,~~presented ~~the~~as ~~quantitative~~discontinued ~~impairment test is required~~operations. This ~~Otherwise,~~new noaccounting ~~testing~~guidance is ~~required. ASU 2012-02 is~~ effective for ~~the~~annual ~~Company~~periods ~~in the period~~ beginning ~~January~~after 1December 15, ~~2013~~2014. The Company ~~does~~is ~~not~~currently ~~expect~~evaluating the ~~adoption~~impact of ~~this~~adopting ~~update~~ASU to2014-08 ~~have~~on athe ~~material~~Company's ~~effect~~results onof ~~the~~operations ~~consolidated~~or financial ~~statements~~condition.

~~Other~~In ~~recent~~August ~~accounting~~2014, ~~pronouncements~~the FASB issued byAccounting ~~the~~Standards ~~FASB~~Update No. 2014-15 (ASU 2014-15), ~~including~~Disclosure ~~its~~of ~~Emerging~~Uncertainties ~~Issues~~about ~~Task~~an ~~Force~~Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the ~~American~~financial ~~Institute~~statements. The new standard requires management to perform interim and annual assessments of ~~Certified~~an ~~Public~~entity’s ~~Accountants~~ability ~~did~~to ~~not~~continue oras a going concern within one year of the date the financial statements are ~~not~~issued. An ~~believed~~entity bymust ~~management~~provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to ~~have~~continue as a ~~material~~going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2014-15 on the Company’s ~~present~~financial orstatement ~~future~~presentation ~~consolidated~~and ~~financial statements~~disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

F-9

NOTE 2—CONVERTIBLE PROMISSORY NOTES

In February 2008 the Company issued 7% convertible promissory notes (the “Former Notes”) infor ~~the aggregate principal amount of~~ $150,000. Between ~~pursuant to a subscription agreement, dated January 25,~~ 2008, ~~as amended, between Silvergraph~~ and ~~certain accredited investors. Subsequent to its issuance~~2011, the Former Notes were amended several times ~~between February 2008~~ and ~~December 20, 2011. As a result of these amendments,~~ the Company received additional proceeds ~~of approximately $112~~,~~000~~ and agreed to issue a total of 1,627,986 shares of common stock to these note holders ~~with a fair value at $152,953~~ (see Note 54). AsIn ~~of December 31~~August, ~~2011~~2012, ~~total outstanding balance of~~ the Former Notes ~~and~~had ~~accrued~~an ~~interest~~aggregate ~~was~~principal ~~$312,024,~~balance ~~was due on demand, was secured by the Company’s assets,~~ and ~~was~~accrued ~~convertible~~interest ~~into 6,933,867 shares~~ of ~~common stock or~~ $0.354,045~~/share~~.

In August 2012, the Company and ~~all~~ the ~~existing~~ note holders agreed to consolidate the Former Notes, ~~which at that time had an aggregate principal balance~~ and ~~accrued~~as ~~interest of $350,600. As~~ a result, the Former Notes were cancelled and the Company issued a new note (the “Consolidated Note”) ~~amounting~~for to $350,600. The ~~Company~~Consolidated ~~considered~~Note ~~the~~is ~~cancellation~~secured by all of the ~~Former~~Company’s ~~Notes~~assets, asbears aninterest ~~extinguishment~~at a rate of 7% per annum and matures on December 31, 2014, subsequently extended to December 2015. The aggregate maximum number of shares issuable for ~~accounting~~conversion ~~purposes~~was limited to 96,261,250 shares, which represents $385,045 of note principal and accrued interest at the stated conversion price of $0. ~~There~~004 ~~were~~per noshare. Any ~~change~~balance of note principal and accrued interest in ~~the~~excess ~~cash~~of ~~flow~~$385,045 orwill ~~fair~~never ~~value~~be convertible into shares of the ~~Former~~Company’s ~~Notes~~common ~~when~~stock ~~compared~~unless tothe authorized shares of the ~~cash~~Company ~~flow~~are ~~and~~increased. At ~~fair~~December ~~value~~31, 2014, $385,045 of the ~~new~~ Consolidated Note and ~~there~~accrued ~~was~~interest nowere ~~unamortized~~convertible ~~note~~at ~~discount~~a onrate of $0.004 per share into 96,261,250 shares of the ~~Former~~Company’s ~~Notes~~common stock. ~~Accordingly,~~At ~~there~~December ~~was~~31, no2014 ~~gain~~and or2013, ~~loss~~total ~~upon~~outstanding ~~extinguishment~~balance of ~~the~~principal ~~Former~~and ~~Notes~~accrued interest was $403,845 and $378,845, respectively.

The Consolidated Note is secured by all of the Company’s assets, bears interest at a rate of 7% per annum and mature on December 31, 2012. The Consolidated Note is convertible at a rate of $0.004 per share or 87,649,883 shares of common stock. As the trading price of the Company’s common stock was $0.20 per share on the date of issuance, the Company recognized a beneficial conversion feature of $350,600, the face value of the Consolidated Note. The beneficial conversion feature was recorded as a valuation discount and was amortized in full to interest expense over the original maturity date of the note of December 31, 2012.

As of December 31, 2012, total outstanding balance of the Consolidated Note amounted to $350,600 and accrued interest was $3,445 for a total of $354,045.

In March 2013, the Consolidated Note was amended and the maturity date was changed to December 31, 2014. All other existing terms and provisions of the Consolidated Note did not change.

NOTE 3 – PROMISSORY NOTE

On April 26, 2012, the Company issued its unsecured Promissory Note (the “Note”) to private investors ~~(“Investors”)~~ for ~~which~~$33,000. The itNote ~~had~~is unsecured and accrues interest of 5% per annum payable upon maturity. During 2014, the Company received an additional $3336,~~000~~900 as of ~~December~~proceeds ~~31,~~under ~~2012~~the Note. ~~The~~Effective ~~Note~~April is20, ~~unsecured~~2014, ~~due~~the onmaturity date of the Note was extended from April 26, 2014, ~~and~~to ~~has~~December an31, ~~interest~~2015. At ~~rate~~December of31, 5%2014 ~~per~~and ~~annum~~2013, ~~where~~the ~~interest~~amount ~~accrues~~due under the promissory note totaled $108,500 and is$67,600 ~~payable~~including inaccrued ~~cash~~interest ~~upon~~of ~~maturity~~$9,100 and $5,100, respectively.

AsNOTE of4 ~~December~~– ~~31, 2012, the amount due under the promissory note totaled $35,500 including accrued interest of $2,500.~~EQUITY

NOTE 4 – GAIN ON DISSOLUTION OF SUBSIDIARY

In October 2004, New Era Studios, Inc. (New Era) consummated a reverse merger with Lee Graphics. As a result of the merger, New Era recognized certain liabilities incurred by Lee Graphics in the aggregate of $41,716.

In June 2006, the Company completed a reverse merger with New Era. As a result of the merger, New Era became a wholly owned subsidiary of the Company. Subsequently, the Company decided to recognize the liabilities incurred by Lee Graphics of $41,716 pending a determination whether the Company entered into a contract as borrower or guarantor.

In the second half of 2008, the Company decided to wind down the operations of New Era, started selling its assets and eventually ceased its operations.

As of December 31, 2011, these liabilities were presented in the accompany balance sheet as Other Debt of $41,716. In addition, New Era incurred various payables prior years in the aggregate of $103,326 that was presented as Accounts Payable in the balance sheet.

In December 2012, the Company dissolved New Era. As a result of the dissolution and absence of any contract agreement or guaranty, the Company determined that it was no longer obligated to pay these liabilities. As such, it recognized a gain of $143,926 due to the write-off these liabilities.

NOTE 5 – EQUITY

Common Shares to be issued

The Company entered into consulting agreement with a consultant that was effective January 10, 2008. For a term of one year, the consultant will provide consulting services in connection with management consulting, corporate finance and shareholder communications and will use it best efforts to introduce the Company to various members of the financial community. As part of the consultant’s compensation, the Company agreed to issue 12,121 shares to the consultant upon the close of a business combination with a private company.

As the Company has not yet completed any business combination with a private company, the Company has not accounted for the 12,121 shares. These shares are restricted and have “piggy back” registration rights. In the event that the consultant introduces the Company to an institution or individual that provides funding to the Company, then the Company will pay five percent of the total amount of the net transaction to the consultant.

Common shares issuable

Pursuant to the 7th and up to the 13th amendments of the Company’s convertible promissory notes from May 2009 up to December 2011, the Company granted these note holders a total of 1,~~627~~628,~~986~~186 shares of common stock. The shares were issued to the note holders concurrent to the receipt of proceeds pursuant to the amended convertible notes (see Note 2). The Company accounted these shares at fair value and was recorded as part of interest expense at the respective date of grant. AsThe ~~of December 31, 2012, the~~ Company ~~has not yet~~ issued these ~~notes to the respective note holders. The Company expects to issue these~~ shares in ~~2013~~December 2014.

On April 1, 2011, the Company entered into an Acknowledgment and Release with Beach Freeman Lim & Cleland, a California limited liability partnership (“Beach”), under which the Company agreed to issue Beach 75,600 shares of common stock in exchange for Beach agreeing to accept the shares in full satisfaction of any and all amounts owe Beach amounting to $75,590. The Company accounted these shares at fair value upon issuance in April 2011. The Company ~~expects~~issued ~~to issue~~ these shares in ~~2013~~December 2014.

43F-10

Warrants Outstanding

A summary of warrant activity and changes for the year ended December 31, ~~2012~~2014 and ~~2011~~2013 is presented below:

Warrants	Shares	~~Shares~~	Weighted-Average Exercise Price	~~Weighted- Average Exercise Price~~		Weighted-Average Remaining Contractual Term (Years)	~~Weighted- Average Remaining Contractual Term (Years)~~
Outstanding and exercisable at December 31, 2010		212,663		$	1.29		3.8
Outstanding and exercisable at December 31, 2012	200,000		$	0.50		1.8
Granted
Expired	-	~~(7,369)~~		$-	~~9.17~~	-	-
Outstanding at December 31, 2011		205,266		$	1.29		2.8
Outstanding at December 31, 2013	200,000		$	0.50		0.8
Granted	-	-		-	-	-	-
Expired	(200,000)	~~(5,266)~~		$0.50	~~31.24~~	-	-
Outstanding and exercisable at December 31, 2012		200,000		$	0.50		2.0
Outstanding and exercisable at December 31, 2014	-		$	-		-

Additional information regarding warrants outstanding as of December 31, ~~2012~~2014 is as follows:

Exercise Price	Number Outstanding		Weighted Average Remaining Contractual Life (Years)		Number Exercisable		Intrinsic Value of Warrants at December 31, ~~2012~~2014
$ .50		200,000		2.0		200,000		-
$-		-		-		-		-

Convertible Promissory Notes

As of December 31, ~~2012~~2014 and ~~2011~~2013, potential shares of common stock to be issued totaled 8796,~~649~~261,~~883~~250 and 687,~~933~~649,~~867~~883 respectively pursuant to the terms of the Company’s outstanding convertible notes (see Note 2).

NOTE 65 – INCOME TAXES

The Company did not provide for any Federal or state income tax expense during the ~~year~~years ended December 31, ~~2012~~2014 and ~~2011~~2013 as a result of the availability of net operating loss carryforwards. As of December 31, ~~2012~~2014, the Company had provided a 100% valuation allowance with respect to such Federal and state net operating loss carryforwards, as it cannot determine that it is more likely than not that it will be able to realize such deferred tax assets. This valuation allowance represents the difference in the Company’s effective income tax of 0% and the Federal statutory income tax rate of 34% for the year ended December 31, ~~2012~~2014.

As of December 31, ~~2012~~2014, for Federal and state income tax purposes, the Company had approximately $2,000,000 in net operating loss carryforwards expiring through 2016. Internal Revenue Code Section 382 substantially restricts the ability of a corporation to utilize existing net operating losses in the event of a defined "ownership change". The Company has determined that there will likely be significant limitations on its ability to utilize its net operating loss carryforwards in future periods for Federal income tax purposes due to such ownership changes.

Effective January 1, 2007, the Company adopted Financial Accounting Standards Board that addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as December 31, ~~2012~~2014 and ~~2011~~2013, the Company does not have a liability for unrecognized tax benefits.

The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is subject to U.S. federal or state income tax examinations by tax authorities for five years after 2003. During the periods open to examination, the Company has net operating loss and tax credit carry forwards for U.S. federal and state tax purposes that have attributes from closed periods. Since these NOLs and tax credit carry forwards may be utilized in future periods, they remain subject to examination.F-11

44The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is subject to U.S. federal or state income tax examinations by tax authorities for five years after 2014. During the periods open to examination, the Company has net operating loss and tax credit carry forwards for U.S. federal and state tax purposes that have attributes from closed periods. Since these NOLs and tax credit carry forwards may be utilized in future periods, they remain subject to examination.

The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, ~~2012~~2014, the Company has no accrued interest or penalties related to uncertain tax positions.

NOTE 76 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company is involved in various legal proceedings arising from the normal course of its business activities. Any adverse outcome from these matters is currently not expected to have a material adverse impact on the results of operations, cash flows or financial position of the Company, either individually or in the aggregate.

NOTE 87 – RELATED PARTY TRANSACTIONS

The Company’s office facility has been provided without charge by Mr. James Simpson, former Chief Executive Officer. Such cost was not material to the financial statements and accordingly, have not been reflected therein.

~~In view of the Company’s limited operations and resources,~~ Mr. Simpson did not receive any compensation from the Company for the years ended December 31, ~~2012~~2014 and ~~2011~~2013.

45 NOTE 8 – SUBEQUENT EVENTS

F-12

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