UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the Quarterly Period Ended ~~January~~April 3130, 2015

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

Commission File Number: 333-191443

CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

(Exact name of registrant as specified in its charter)

Nevada

46-2283813

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV 89169-0952

(Address of principal executive offices)(Zip Code)

844-256-6325

(Registrant’s telephone number, including area code)

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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No ☑

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No ☑

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☑

(Do not check if a smaller reporting company)

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

Yes ☐ No ☑

As of ~~March~~June 2315, 2015, the registrant had 94,157,400 shares of its common stock outstanding.

CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

QUARTERLY REPORT ON FORM 10-Q

~~January~~APRIL 3130, 2015

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	1617
Item 1A.	Risk Factors	1617
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosure	17
Item 5.	Other Information	17
Item 6.	Exhibits	18
SIGNATURES		19

PART I – FINANCIAL INFORMATION

Item 1 - Financial Statements

CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

CONDENSED BALANCE SHEETS

	January 31, 2015			July 31, 2014
	April 30, 2015			July 31, 2014
	(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents	$	2,~~122~~079,~~360~~707		$	16,224
Accounts receivable, net of allowance for bad debts $0		~~145~~165,000			-
Prepaid infrastructure expense		86,667			-
Prepaid expenses		5,975			4,768
Prepaid expenses		2,700			4,768
Total assets	$	2,250,682		$	20,992
Total assets	$	2,356,727		$	20,992
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	2235,~~679~~417		$	450
Accrued liability		420,000			-
Loan payable to related party		-			4,346
Total liabilities		22455,~~679~~417			4,796
Commitments and Contingencies
Stockholders' equity
Preferred stock, $0.001 par value; 200,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value; 3,000,000,000 shares authorized, 94,157,400 and 5,950,000 shares issued and outstanding at January 31, 2015 and July 31, 2014, respectively		94,157			5,950
Common stock, $0.001 par value; 3,000,000,000 shares authorized, 94,157,400 and 5,950,000 shares issued and outstanding at April 30, 2015 and July 31, 2014, respectively		94,157			5,950
Additional paid-in capital		2,789,692			105,925
Subscriptions received		(451,500	)		-
Accumulated deficit		(98637,~~301~~084	)		(95,679	)
Total stockholders' equity		21,~~334~~795,~~048~~265			16,196
Total liabilities and stockholders' equity	$	2,~~356~~250,~~727~~682		$	20,992

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

CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						For the ~~Six~~Nine Months Ended
	January 31, 2015			January 31, 2014			January 31, 2015			January 31, 2014
	April 30, 2015			April 30, 2014			April 30, 2015			April 30, 2014
Revenues	$	~~145~~50,000		$	-		$	~~255~~305,000		$	-
Cost of sales		100,000			-			~~133~~233,333			-
Gross profit		45(50,000	)		-			~~121~~71,667			-
Operating expenses:
Professional fees		4211,~~544~~709			2213,~~088~~568			102,~~954~~543			4256,~~584~~152
Compensation		-			4,500			-			9,000
Software development fees		450,000			-			462,120			-
General and administrative		9,070			924			24,825			964
Compensation		-			4,500			-			13,500
Total operating expenses		51,614			27,512			127,779			52,548
General and administrative		9,858			281			34,683			1,245
Loss from operations		(6,614	)		(27,512	)		(6,112	)		(52,548	)
Total operating expenses		471,567			18,349			599,346			70,897
Other income:
Loss from operations		(521,567	)		(18,349	)		(527,679	)		(70,897	)
Interest income		9			-			12			-
Other income (expense):
Gain on investment		3,478			-			3,478			-
Interest income		5			-			17			-
Total other income		3,487			-			3,490			-
Loss on investment		(17,221	)		-			(13,743	)		-
Loss from operations before income tax		(3,127	)		(27,512	)		(2,622	)		(52,548	)
Total other income (expense)		(17,216	)		-			(13,726	)		-
Loss from operations before income tax		(538,783	)		(18,349	)		(541,405	)		(70,897	)
Provision for income taxes		-			-			-			-
Net loss	$	(3538,~~127~~783	)	$	(2718,~~512~~349	)	$	(2541,~~622~~405	)	$	(5270,~~548~~897	)
Net loss per share - basic and diluted	$	(0.0001	)	$	(0.00	)	$	(0.0001	)	$	(0.01	)
Weighted average number of shares outstanding during the period - basic and diluted		94,~~154~~157,~~200~~400			5,950,000			6574,~~356~~745,~~448~~769			5,950,000

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

CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

CONDENSED ~~STATEMENT~~STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended
	For the Nine Months Ended
	January 31, 2015			January 31, 2014
	April 30, 2015			April 30, 2014
Cash Flows From Operating Activities:
Net loss	$	(2541,~~622~~405	)	$	(5270,~~548~~897	)
Adjustment to reconcile net loss to net cash used in operating activities:
In kind contribution of services		-			913,~~000~~500
Amortization expense		-			4,608
Changes in operating assets and liabilities:
Increase in accounts receivable		(~~145~~165,000	)		-
Increase in prepaid expense and prepaid infrastructure expense		(84,600	)		(10,937	)
Increase in prepaid expenses		(1,208	)		(12,500	)
Increase in accounts payable		2234,~~229~~967			-
Net Cash Used In Operating Activities		(209,993	)		(54,485	)
Increase in accrued liability		420,000			-
Net Cash Used In Operating Activities		(252,646	)		(65,289	)
Cash Flows From Financing Activities:
Loan from related party		-			125
Repayment of loan to related party		(4,346	)		-
Proceeds from sales of stock		2,317,000			-
Contributed capital by former officer		3,475			-
Net Cash Provided by Financing Activities		2,316,129			-125
Net increase (decrease) in cash		2,~~106~~063,~~136~~483			(5465,~~485~~164	)
Cash and cash equivalents at beginning of period		16,224			86,475
Cash and cash equivalents at end of period	$	2,~~122~~079,~~360~~707		$	3121,~~990~~311
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

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

CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~JANUARY~~APRIL 3130, 2015

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

As used herein and except as otherwise noted, the term “Company”, “it(s)”, “our”, “us”, “we” and “CATI” shall mean Clone Algo Technologies Inc., a Nevada corporation.

Clone Algo Technologies Inc. was originally incorporated on March 7, 2013 in Nevada under the name TravelSafe, Inc. On September 24, 2014, the principal shareholder of TravelSafe (the “Seller”) entered into and closed a Stock Purchase Agreement with the two individuals (the “Purchasers”), whereby the Purchasers purchased from the Seller of TravelSafe, Inc. an aggregate of 5,000,000 shares of common stock, par value $0.00001 per share (the “Shares”) ~~of TravelSafe, Inc.~~ for an aggregate purchase price of $280,000 (the “Purchase Price”). The shares purchased represented approximately 84% of the total issued and outstanding shares of TravelSafe, Inc. Prior to the closing of the Stock Purchase Agreement, the Seller was the sole officer and director of the Company, as well as the Company’s majority shareholder. As a result of the sale of ~~Shares~~shares, change in control of TravelSafe Inc. occurred and the company’s name was changed to Clone Algo Technologies Inc. (the “Company”).

Clone Algo Technologies Inc. is a technology company specializing in developing algorithms based on artificial intelligence and operates social investment networks. ~~The~~CATI ~~Company~~has ~~ushers~~started ~~the~~development ~~social~~of ~~trading~~a ~~revolution~~franchisee system and ~~helps~~technology ~~the~~based ~~users~~on ~~create~~artificial ~~passive~~intelligence ~~income~~for powering boutique health resorts & spas. The mobile application will be downloaded by ~~cloning~~the ~~algorithms~~clients from App store or android store. The health resorts & spas will pay a monthly subscription fee for the technology which ~~automatically~~the ~~trade~~health ~~forex,~~spa ~~shares,~~customers ~~gold~~will ~~and~~use. ~~CFDs~~This technology will take approximately one year to ~~the~~develop, ~~account~~test ~~holder’s~~and ~~brokerage~~commercially ~~account~~launch.

The accompanying interim condensed financial statements are unaudited, but in the opinion of management of the Company, contain all adjustments, which include normal recurring adjustments and business acquisition adjustments, necessary to present fairly the financial position at ~~January~~April 3130, 2015, and the results of operations and cash flows for the ~~six~~nine months ended ~~January~~April 3130, 2015. The balance sheet at July 31, 2014 is derived from the Company’s audited financial statements.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto contained in the Company’s 2014 Annual Report filed with the Securities and Exchange Commission on Form 10-K on September 17, 2014.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s unaudited financial statements. The unaudited condensed financial statements and notes are the representation of the Company’s management who is responsible for their integrity and objectivity. The unaudited condensed financial statements of the Company conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission for interim financial information.

CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~JANUARY~~APRIL 3130, 2015

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited ~~consolidated~~ financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Revenue Recognition

The Company recognizes revenues when persuasive evidence of an arrangement exists; delivery has occurred; price is fixed or determinable; and collectability of the related receivable is reasonably assured. The Company closely follows the provisions of Financial Accounting Standards Board Accounting Standards Codification (ASC) 605 “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above.

The Company's main source of revenue is from developing customized algorithms for brokers, hedge funds, distributors and banks and licensing its Clone Algo Applications based on the type of trading in which their customers (its users) are engaged in. Each user has multiple accounts running different algorithms for different asset classes.

The Company recognizes revenues when the customers accept the delivery of customized algorithms project and notify the Company in writing to confirm that they are satisfied with the completed projects and no further modifications needed, the price is fixed and the collection of revenue is reasonably assured.

Earnings (Loss) Per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the three months and ~~six~~nine months ended ~~January~~April 3130, 2015 and 2014, there were no potentially dilutive common shares outstanding during the period.

Cash and Cash Equivalents

The Company considers all cash on hand, cash held at the brokerage account, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~JANUARY~~APRIL 3130, 2015

Income Taxes

The Company accounts for income taxes under ASC Topic 740, income taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Internal Revenue Code Section 382 ("Section 382") imposes limitations on the availability of a company's net operating losses after certain ownership changes occur. The Section 382 limitation is based upon certain conclusions pertaining to the dates of ownership changes and the value of the Company on the dates of the ownership changes. It was determined that an ownership change occurred in September 2014. The amount of the Company's net operating losses incurred prior to the ownership change is limited based on the value of the Company on the date of the ownership change. Management has not determined the amount of net operating losses generated prior to the ownership change available to offset taxable income subsequent to the ownership change.

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, amounts receivable, ~~accounts payable~~ and ~~amounts~~accounts ~~due to related parties~~payable. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Business Segments

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

Recent Accounting Pronouncements

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

CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~JANUARY~~APRIL 3130, 2015

NOTE 3 – PREPAID INFRASTRUCTURE EXPENSE

On September 29, 2014, the Company entered into a one year agreement with anStragegyland ~~entity~~Reserch ~~for~~Limited (the “Strategyland”), which providing technical services and support for maintaining its intellectual property platform and computer servers. The agreement was effective October 1, 2014, and is renewable for an additional year unless either party gives a written notice to the other party not to renew the agreement at least sixty days prior to the renewal date. Pursuant to the terms of the agreement, the Company agreed to pay $400,000 annually for maintaining its intellectual property platform and computer servers which will be amortized over the 12 months term. The Company has amortized $~~133~~233,333 of prepaid infrastructure expense and recorded $100,000 and $~~133~~233,333 as cost of sales for the three months and ~~six~~nine months ended ~~January~~April 3130, 2015. ~~The unamortized prepaid infrastructure expense of $86,667 at January 31, 2015 will be amortized ratably over the remaining term of the agreement.~~

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company’s former president was indebted for a total of $4,346 for expenses paid on behalf of the Company as of July 31, 2014. The Company has paid cash payment of $4,346 to the former president during the ~~six~~nine months ended ~~January~~April 3130, 2015. ~~No amounts were payable as of January 31, 2015.~~

On September 29, 2014, Strategyland ~~Research Limited (the “Strategyland”)~~ entered into an Intellectual Property Transfer Agreement with the Company, and sold all of its rights in the Intellectual Property and acquired 88,000,000 shares of common stock for a cumulative consideration of $176,000 (See Note 5). The shares issued represented approximately 93.67% of the issued and outstanding shares of the Company and resulted in a change in control.

Mr. Niraj Goel controls Strategyland as he owns more than 50% of Strategyland, and is a member of its board of directors. In addition, Mr. Goel owns more than 50% of the entity which provides technical services and support to maintain the Company’s intellectual property platform and computer servers (See Note 3).

NOTE 5 - STOCKHOLDERS’ EQUITY

The Company’s capitalization at ~~January~~April 3130, 2015 was 200,000,000 authorized shares of preferred stock, and 3,000,000,000 authorized shares of common stock, both with a par value of $0.001 per share.

On September 24, 2014, the Company filed an amendment to its Articles of Incorporation and increased its authorized number of shares of preferred stock from 10,000,000 to 200,000,000 shares and increased its authorized number of common stock from 250,000,000 to 3,000,000,000 shares. The Company increased the par value of its shares of preferred stock from $0.00001 to $0.001 per share, and increased the par value of its shares of common stock from $0.00001 to $0.001 per share.

Preferred Stock

The Company authorized 200,000,000 shares of preferred stock with a par value of $0.001 per share with rights and preferences to be determined by the board of directors. No preferred stock was issued and outstanding as of ~~January~~April 3130, 2015.

Common Stock

On September 29, 2014, the Company and Strategyland entered into an Intellectual Property Transfer Agreement (the “Agreement”). Pursuant to the Agreement, the Strategyland sold all of its rights, title and interest in and to the following assets, intellectual properties and rights: (a) the BookSmooth Trademark and the BookSmooth Domain Name; (b) all of the goodwill related to the Seller’s rights, title and interest to the BookSmooth Trademark and the BookSmooth Domain Name; (c) the BookSmooth Mobile APP complete with manuals; and (d) the BookSmooth Mobile APP Source codes (collectively, the “Intellectual Property” ~~or “IP”~~), and paid a cash consideration of $176,000 to the Company for the purchase of 88,000,000 shares of the Company’s common stock and for the sale of its Intellectual Property. The Company authorized to issue the 88,000,000 common shares on September 29, 2014 and such shares were issued and outstanding as of ~~January~~April 3130, 2015. Upon the execution of agreement and issuance of common shares, Strategyland became the majority shareholder of the Company. The Company has valued the IPIntellectual Property at $0 in the accompanying financial statements at ~~January~~April 3130, 2015.

CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~JANUARY~~APRIL 3130, 2015

On October 14, 2014, the Company sold 200,000 shares of its common stock (the “Shares”) to ten foreign investors (each a “Purchaser”) at a price per share of $12.50 for an aggregate offering price of $2,500,000. As of ~~January~~April 3130, 2015, the subscription documents were completed for all 200,000 shares. The Company has received a cash consideration of $2,048,500 pursuant to the offering, and the remaining balance of $451,500 is recorded as subscriptions receivables as of ~~January~~April 3130, 2015. ~~During~~In ~~three~~addition, for the nine months ended ~~January~~April 3130, 2015, the Company sold 400 shares and 7,000 shares at a price per share of $12.50 for cash proceeds of $92,500.

As a result of the above stock transactions, the Company has 94,~~157~~035,~~400~~600 shares of common stock issued as of April 30, 2015 and ~~outstanding~~121,800 asshares of ~~January~~common 31stock remained unissued as April 30, 2015.

In-Kind Contribution of Services

During the three months and ~~six~~nine months ended ~~January~~April 3130, 2015, ~~the~~an officer of the Company contributed services that had a fair value of $0 and $0. During the three months and ~~six~~nine months ended ~~January~~April 3130, 2014, a former officer of the Company had contributed services that had a fair value of $4,500 and $913,~~000~~500, respectively.

Contributed Capital by Former Officer

During the ~~six~~nine months ended ~~January~~April 3130, 2015, the former officer of the Company contributed capital of $3,475 to fund the operating expenses.

NOTE 6 – CONCENTRATIONS AND COMMITMENTS

During the three months ended ~~January~~April 3130, 2015, 100% of consulting income and accounts receivable were derived from ~~two~~one ~~customers: 61% and 39%~~customer. During the ~~six~~nine months ended ~~January~~April 30, 2015, 100% of consulting income and accounts receivable were derived from two customers: 6655% and 3445%, respectively.

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through ~~January~~April 3130, 2015. The Company has $2,~~069~~052,~~399~~178 of cash held in a foreign brokerage account as of ~~January~~April 3130, 2015.

The Company entered into an outsourcing agreement on February 20, 2015 with a third party vendor to develop custom software for mobile applications (iOS and Android) for health resorts and wellness technology for a fee of $1,200,000, invoiced to the Company at the monthly rate of $150,000. For the three months and nine months ended April 30, 2015, the Company recorded software development expense of $450,000 and $462,120 towards the development of custom software applications.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes included under Part I, Item 1 of this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements about our business and operations. Our actual results may differ materially from those we currently anticipate.

Plan of Operations

We have commenced limited operations and our proposed business plan is not yet fully operational. We are finalizing our business plan and obtained our first two customers in a span of ~~one~~four and one-half months.

On September 24, 2014, John Fahlberg (the “Seller”) and Nakul Gupta and Oksana Murarova (the “Purchasers”) entered into and closed a Stock Purchase Agreement (the “Stock Purchase Agreement”), whereby the Purchasers purchased from the Seller an aggregate of 5,000,000 shares of common stock, par value $0.00001 per share (the “Shares”) of the Clone Algo Technologies Inc. (f/k/a) ~~Travelsafe~~TravelSafe, Inc. (the “Company”) for an aggregate purchase price of $280,000 (the “Purchase Price”). The Shares represented approximately 84% of the issued and outstanding shares of the Company. Prior to the closing of the Stock Purchase Agreement, the Seller was the sole officer and director of the Company, as well as the Company’s majority shareholder.

In connection with the closing of the Stock Purchase Agreement, on September 24, 2014, John Fahlberg submitted to the Company a resignation letter pursuant to which he resigned from his position as officer and member of the Board of Directors of the Company. Mr. Fahlberg’s resignation was not a result of any disagreements relating to the Company’s operations, policies or practices. On September 24, 2014, the board of directors of the Company (the “Board”) and the majority stockholders of the Company (the “Shareholders”) accepted the resignation of Mr. Fahlberg and, contemporaneously appointed (i) Nakul Gupta to serve as the Chief Executive Officer, Chief Financial Officer and member of the Board of Directors; and (ii) Oksana Murarova to serve as the Secretary, Treasurer, and member of the Board of Directors. In addition, the Company amended its Articles of Incorporation and (a) changed its name from “~~Travelsafe~~TravelSafe, Inc.” to “Clone Algo Technologies Inc.”; (b) increased its authorized number of shares of common stock from 250 million to 3 billion; (c) increased its authorized number of shares of preferred stock from 10 million to 200 million; (d) increased the par value of its shares of common stock from $0.00001 to $0.001; and (e) increased the par value of its shares of preferred stock from $0.00001 to $0.001.

On September 29, 2014, the Company ~~entered~~and ~~into~~an aentity ~~one~~Strategyland ~~year~~Research ~~agreement~~Limited ~~with~~(Strategyland) ~~Tradeology~~entered ~~Ltd.~~into an Intellectual Property Transfer Agreement (the “~~Tradeology~~Agreement”). ~~for~~Pursuant ~~Tradeology~~ to ~~provide~~the ~~technical~~Agreement, ~~services~~Strategyland ~~and~~sold ~~support~~all ~~for~~of ~~maintaining~~ its ~~intellectual~~rights, ~~property~~title ~~platform~~ and ~~computer~~interest ~~servers.~~in ~~The~~and ~~agreement~~to isthe ~~effective~~following ~~October 1~~assets, ~~2014,~~intellectual properties and isrights: ~~renewable~~(a) ~~for~~the anBookSmooth ~~additional~~Trademark ~~year~~and ~~unless~~the ~~either~~BookSmooth ~~party~~Domain ~~gives~~Name; a(b) ~~written~~all ~~notice~~of to the ~~other~~goodwill ~~party~~related ~~not~~ to ~~renew~~ the ~~agreement~~Strategyland’s atrights, ~~least~~title ~~sixty~~and ~~days~~interest ~~prior~~ to the ~~renewal~~BookSmooth ~~date.~~Trademark ~~Pursuant~~and to the ~~terms~~BookSmooth ofDomain ~~the~~Name; ~~agreement,~~(c) the ~~Company~~BookSmooth ~~agreed~~Mobile toAPP ~~pay~~complete ~~$400,000~~with ~~annually~~manuals; ~~for~~and ~~maintaining~~(d) ~~its~~the ~~intellectual~~BookSmooth ~~property~~Mobile ~~platform~~APP ~~and~~Source ~~computer~~codes ~~servers~~(collectively, the “Intellectual Property”). ~~During~~Strategyland ~~the~~paid ~~six~~a ~~months~~cash ~~ended~~consideration ~~January~~of 31$176,000 ~~2015,~~to the Company ~~has~~in ~~prepaid~~consideration ~~$86,667~~for the purchase of ~~this~~88 ~~$400,000.~~million ~~Mr.~~shares ~~Niraj~~of ~~Goel~~Company’s ~~owns~~common ~~more~~stock ~~than~~and ~~50%~~sale of ~~Tradeology~~the ~~and~~Intellectual ~~also,~~Property. ~~via~~The ~~his~~shares ~~control~~represent approximately 93.67% of ~~Strategyland~~the ~~Research~~total ~~Limited,~~issued ~~controls~~and outstanding shares of the Company. ~~Mr.~~This ~~Goel~~resulted ~~owns~~in ~~more~~a ~~than~~change ~~50%~~ of ~~Strategyland~~control ~~Research~~of ~~Limited~~the ~~and~~Company iswith aStrategyland ~~member~~become ofthe ~~its~~majority ~~board~~shareholder of ~~directors~~the Company.

On September 29, 2014, the Company ~~and a third party Strategyland Research Limited (Strategyland)~~ entered into ana ~~Intellectual~~one ~~Property~~year ~~Transfer~~agreement ~~Agreement~~with ~~(the~~Tradeology Ltd. (“~~Agreement~~Tradeology”). ~~Pursuant~~for Tradeology to ~~the~~provide ~~Agreement,~~technical ~~Strategyland~~services ~~sold~~and ~~all~~support offor maintaining its ~~rights,~~intellectual ~~title~~property platform and ~~interest~~computer inservers. ~~and~~The toagreement ~~the~~is ~~following~~effective ~~assets~~October 1, ~~properties~~2014, and ~~rights:~~is ~~(a)~~renewable ~~the~~for ~~BookSmooth~~an ~~Trademark~~additional ~~and~~year ~~the~~unless ~~BookSmooth~~either ~~Domain~~party ~~Name;~~gives ~~(b)~~a ~~all~~written ofnotice ~~the goodwill related~~ to the ~~Strategyland’s~~other ~~rights,~~party ~~title~~not ~~and interest~~ to renew the ~~BookSmooth~~agreement ~~Trademark~~at ~~and~~least ~~the~~sixty ~~BookSmooth~~days ~~Domain~~prior ~~Name;~~to ~~(c)~~ the ~~BookSmooth~~renewal ~~Mobile~~date. ~~APP~~Pursuant ~~complete~~to ~~with~~the ~~manuals;~~terms ~~and~~of ~~(d)~~ the ~~BookSmooth Mobile APP Source codes (collectively~~agreement, the ~~“Intellectual~~Company ~~Property”).~~agreed ~~Strategyland~~to ~~paid~~pay ~~a cash consideration of~~ $~~176~~400,000 toannually ~~the~~for ~~Company~~maintaining inits ~~consideration~~intellectual ~~for~~property ~~the~~platform ~~purchase~~and ofcomputer 88servers. ~~million~~During ~~shares~~the ofnine ~~Company’s~~months ~~common~~ended ~~stock~~April ~~and~~30, ~~sale~~2015, of the ~~Intellectual~~Company ~~Property.~~has ~~The~~paid ~~shares~~$220,000 ~~represent~~of ~~approximately~~the ~~93.67%~~$400,000 oftowards ~~the~~maintaining ~~total~~its ~~issued~~intellectual ~~and~~property ~~outstanding~~platform ~~shares~~and ofcomputer ~~the~~servers. ~~Company~~Mr. ~~This~~Niraj ~~resulted~~Goel inowns amore ~~change~~than of50% ~~control~~ of ~~the~~Tradeology ~~Company~~and ~~with~~ Strategyland ~~Research~~and ~~Limited~~is ~~becoming~~a ~~the~~member ~~majority~~of ~~shareholder~~Strategyland’s board of ~~the Company~~directors.

~~The~~Clone ~~Company~~Algo ~~plans~~Technologies onInc. ~~launching~~is a ~~new~~technology ~~mobile~~company ~~application~~specializing ~~called~~in ~~“YAY.”~~developing ~~This~~algorithms ~~APP~~based ~~will~~on ~~eventually~~artificial ~~allow~~intelligence ~~users~~and ~~to:~~operates 1)social ~~make~~investment ~~free~~networks. ~~phone~~We ~~calls~~have tostarted ~~other~~development ~~users;~~of 2)a ~~chat~~mobile ~~and~~application ~~send~~for ~~photos~~a ~~for~~franchisee ~~free~~system toand ~~other~~technology ~~users;~~based 3)on ~~get~~artificial ~~pre-approved~~intelligence for ~~loans;~~powering 4)boutique ~~share~~health ~~pictures~~resorts ~~and~~& ~~videos~~spas. onThe ~~our~~mobile ~~social~~application ~~networking~~will ~~service;~~be 5)downloaded ~~sell~~by ~~items~~the toclients ~~other~~from ~~users;~~App 6)store ~~sell~~or ~~items~~android onstore. The health resorts & spas will pay a ~~wholesale~~monthly ~~basis~~subscription tofee ~~other~~for ~~users~~the ~~who~~technology ~~are~~which ~~retailers;~~the 7)health ~~reserve~~spa ~~hotel~~customers ~~rooms~~will ~~and~~use. ~~travel~~This ~~packages;~~technology ~~and~~will 8)take ~~obtain~~approximately ~~discounts~~one ~~from~~year ~~our~~to ~~partners~~develop, test and commercially launch.

WeThe ~~are~~Company ais ~~technology~~also ~~company specializing in~~ developing ~~algorithms~~and ~~based~~plans on ~~artificial~~launching ~~intelligence~~a ~~and~~mobile ~~operate~~application ~~social~~called ~~investment networks~~“YAY.” ~~The~~This ~~Company~~APP ~~ushers~~will ~~the~~eventually ~~social~~allow ~~trading revolution and helps the~~ users ~~create~~to: ~~passive~~1) ~~income~~make byfree ~~cloning~~phone ~~algorithms~~calls ~~which~~to ~~automatically~~other ~~trade~~users; ~~forex,~~2) ~~shares,~~chat ~~gold~~ and ~~CFDs~~send tophotos ~~the~~for ~~account~~free ~~holder’s~~to ~~brokerage~~other ~~account.~~users; ~~Our~~3) ~~development~~get ~~efforts~~pre-approved ~~have~~for ~~been~~loans; ~~focused~~4) ~~primarily~~share onpictures ~~the development~~ and ~~marketing~~videos ofon our ~~business~~social ~~model.~~networking Inservice; ~~addition,~~5) sell items to ~~date~~other weusers; ~~have~~6) ~~limited~~sell ~~operating~~items ~~history~~on ~~for~~a ~~investors~~wholesale basis to ~~evaluate~~other ~~the~~users ~~potential~~who ofare ~~our~~retailers; ~~business~~7) ~~development.~~reserve Ashotel ~~such,~~rooms weand ~~have~~travel ~~not~~packages; ~~built~~and ~~our~~8) ~~customer~~obtain ~~base~~discounts orfrom our ~~brand name~~partners.

Our development efforts have been focused primarily on the development and marketing of our business model. In addition, to date we have limited operating history for investors to evaluate the potential of our business development. As such, we have not built our customer base or our brand name.

Results of Operation

We have ~~conducted~~commenced ~~minimal~~our operations during the three months and ~~six~~nine months ended ~~January~~April 3130, 2015. WeDuring the time we have recorded $~~145~~50,000 and $~~255~~305,000 in revenues for developing software applications for our two customers during this period as compared to $0 in revenues for the ~~same~~ comparable periods in 2014. We recorded maintenance cost of our intellectual property infrastructure and computer servers as cost of sales of $100,000 and $~~133~~233,333 for the three months and ~~six~~nine months ended ~~January~~April 3130, 2015 as compared to $0 for the ~~same~~ comparable periods in 2014.

Our total operating expenses for the three months and ~~six~~nine months ended ~~January~~April 3130, 2015 and 2014 were $51471,~~614~~567 and $~~127~~599,~~779~~346 as compared to $2718,~~512~~349 and $5270,~~548~~897 for the ~~same~~ comparable periods in 2014. We recorded $4211,~~544~~709 and $102,954 for legal, accounting and consulting fees for the three months and ~~six~~nine months ended ~~January~~April 3130, 2015 as compared to $2213,~~088~~568 and $4256,~~584~~152 for the ~~same~~ comparable periods in 2014. The Company had a change in control during the quarter ended October 31, 2014. As a result, the Company incurred increased legal, accounting and consulting expenses during the three months and ~~six~~nine months ended ~~January~~April 3130, 2015 as compared to the ~~same~~ comparable periods in 2014. ~~The~~General ~~Company~~and ~~recorded~~administrative expenses (“G&A”) included (a) expenses relating to transfer agents fees and edgar filings of $3,~~917~~822 and $1216,~~989~~810 for the three months and ~~six~~nine months ended ~~January~~April 3130, 2015 as compared to $75,~~203~~766 and $813,~~538~~623 for the same comparable periods in 2014~~.General~~, and ~~administrative~~(b) ~~expenses~~travel, ~~including~~other ~~travel~~G&A and officer compensation expenses were $96,~~070~~036 and $2417,~~825~~873 for the three months and ~~six~~nine months ended ~~January~~April 3130, 2015 as compared to $54,~~424~~781 and $914,~~964~~745 for the same comparable periods in 2014. The Company recorded imputed officer’s compensation of $4,500 and $13,500 for the three months and nine months ended April 30, 2014 whereas, no officer’s compensation expense was recorded in comparable periods in 2015.

WeSoftware ~~recorded~~development aexpenses ~~realized~~for ~~gain~~the onthree ~~investments~~months ofand nine months ended April 30, 2015 were $3450,~~478~~000 and $3462,~~478~~120 as compared to $0 for the ~~three~~comparable ~~months~~periods ~~and~~in ~~six~~2014. ~~months~~On ~~ended~~February ~~January~~20, 312015, ~~2014.~~we ~~The~~entered ~~Company~~into ~~realized~~an outsourcing agreement with a ~~gain~~third byparty ~~using~~consultant ~~its~~to ~~own~~develop ~~developed~~custom ~~algorithms~~software infor ~~investing~~mobile inapplications ~~foreign~~(iOS ~~currency~~and ~~transactions~~Android) for health resorts and wellness technology for a fixed fee of $1,200,000, invoiced to the Company at the monthly rate of $150,000. ~~The~~For the three months and nine months ended April 30, 2015, the Company ~~did~~recorded ~~not~~software ~~invest~~development inexpense ~~forex~~of ~~transactions~~$450,000 inand $462,120 towards the ~~comparable~~development ~~periods~~of incustom ~~2014.~~software applications for its two customers.

We ~~reported~~recorded a ~~net~~realized loss on investments of $317,~~127~~221 and $213,~~622~~743 ~~from our operations~~ for the three months and ~~six~~nine months ended ~~January~~April 3130, 2015. asThe ~~compared~~Company torealized a loss ofin ~~$27,512~~using ~~and~~its ~~$52,548~~own ~~for~~developed ~~the~~algorithms ~~same~~by investing in foreign currency transactions. The Company did not invest in forex transactions in the comparable periods in 2014.

We reported a net loss of $538,782 and $541,405 from our operations for the three months and nine months ended April 30, 2015 as compared to a loss of $18,349 and $70,897 for the same comparable periods in 2014.

Liquidity and Capital Resources

Cash and cash equivalents were $2,~~122~~079,~~360~~707 at ~~January~~April 3130, 2015 as compared to $16,224 at July 31, 2014. The Company recorded $~~145~~165,000 in accounts receivables, ~~$86,667 in prepaid infrastructure expense~~ and $25,~~700~~975 in prepaid ~~expenses~~assets at ~~January~~April 3130, 2015.

Management expects the Company’s expenses will continue to increase during the foreseeable future as a result of increased operational expenses and the development of additional software APPs. The Company anticipates earning revenues over the next twelve months from software development of customized applications, however, it may be dependent on the proceeds from future debt or equity investments to sustain its operations and implement its business plan. If the Company is unable to raise sufficient capital, it will be required to delay or forego some portion of its business plan, which may have an effect on its anticipated results from operations and financial condition. There is no assurance that the Company will be able to obtain necessary amounts of capital or that its estimates of capital requirements will prove to be accurate.

The Company presently does not have any significant credit available, bank financing or other external sources of liquidity. Its current operations and capital raise have been a source of liquidity, however, the Company will need to obtain additional capital in order to expand its operations and continue being profitable. In order to obtain capital, the Company may need to sell additional shares of its common stock or borrow funds from private lenders. There can be no assurance that it will be successful in obtaining additional funding.

To the extent that the Company has raised additional capital through the sale of equity, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on the Company’s operations. Regardless of whether the cash assets prove to be inadequate to meet the Company’s operational needs, it may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders. Even if the Company is able to raise the funds required, it is possible that it could incur unexpected costs and expenses, fail to collect significant amounts owed, or experience unexpected cash requirements that would force the Company to seek alternative financing.

Management has been successful in the past in raising capital, however, no assurance can be given that these sources of financing will continue to be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, the Company may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of its planned service development and marketing efforts, any of which could have a negative impact on our business and operating results.

The following detailed information summarizes the key components of our cash flows for the ~~six~~nine months ended ~~January~~April 3130, 2015. To date, we have financed our growth from our operations and through the sale of our stock. Our primary use of cash has been for legal, accounting and consulting fees, payment of infrastructure maintenance fees and payment of software development fees. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

An increase in working capital requirements to finance additional product development,

Addition of administrative and sales personnel as the business grows,

Increases in advertising, public relations and sales promotions for existing and new brands as the company expands within existing markets or enters new markets, and

The cost of being a public company.

Operating Activities

Net cash flows used in operating activities was $~~209~~252,~~993~~646 for the ~~six~~nine months period ended ~~January~~April 3130, 2015 which resulted primarily due to our increase in accounts receivable of $~~145~~165,000, increase in prepaid expenses and prepaid infrastructure expense of $841,~~600~~208, ~~and~~ increase in accounts payable of $2234,~~229~~967 and an increase in accrued liability of $420,000.

Financing Activities

Net cash provided by financing activities was $2,316,129 for the ~~six~~nine months period ended ~~January~~April 3130, 2015 primarily due to contributed capital by a former officer of $3,475 and cash received from sales of stock of $2,317,000, which was offset by cash used to pay a loan tofrom a related party of $4,346.

As a result of the above activities, the Company recorded a net increase in cash of $2,~~106~~063,~~136~~483 ~~during~~for the ~~six~~nine months ended ~~January~~April 3130, 2015. As reflected in the unaudited condensed financial statements, the Company has a working capital of $21,~~334~~795,~~048~~265 as of ~~January~~April 3130, 2015 and has available cash of $2,~~122~~079,~~360~~707 as of ~~January~~April 3130, 2015 ~~to meet its current obligations~~.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements which we have prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We have identified the following accounting policies that we believe require application of management’s most subjective judgments, often requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results could differ from these estimates and such differences could be material.

While our significant accounting policies are described in more detail in Note 2 of our financial statements for the period ended ~~January~~April 3130, 2015, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash held at brokerage account, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Revenue Recognition

Earnings (Loss) Per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, ~~income~~Income ~~taxes~~Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable because we are a smaller reporting company.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective as of ~~January~~April 3130, 2015 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure for the reason described below.

Because of our limited operations and a small number of employees, we lack segregation of duties in our normal day to day functions. In addition, we lack a formal audit committee with a financial expert. As we grow and expand our operations we will engage additional employees and experts as needed. However, there can be no assurance that our operations will expand.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Item 1A. Risk Factors

Not required for smaller reporting companies.

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

~~During the three months ended January 31, 2015, the Company sold 7,400 shares of its common stock to three foreign investors at a price per share of $12~~None.~~50 for an aggregate offering price of $92,500. The Company has received $92,500 cash from the offering as of January 31, 2015.~~

The shares of common stock in these offerings were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 506 of Regulation D promulgated under the Securities Act (“Regulation D”) and/or Regulation S promulgated under the Securities Act (“Regulation S”). We made this determination based on the representations of each Purchaser which included, in pertinent part, that each such Purchaser was (a) an “accredited investor” within the meaning of Rule 501 of Regulation D, (b) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (c) not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S and upon such further representations from each Purchaser that (i) such Purchaser is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (ii) the Purchaser agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) the Purchaser has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (iv) the Purchaser had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (v) the Purchaser has no need for the liquidity in its investment in us and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.		Description

3.1		Certificate of Amendment to Articles of Incorporation (1).
10.1		Stock Purchase Agreement, dated September 23, 2014 by and among John Fahlberg, Nakul Gupta, and Oksana Murarova (2).
10.2		Intellectual Property Transfer Agreement, dated September 29, 2014 (3).
31.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Schema
101.CAL		XBRL Taxonomy Calculation Linkbase
101.DEF		XBRL Taxonomy Definition Linkbase
101.LAB		XBRL Taxonomy Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

(1) Incorporated by reference to Exhibit 3.1 to the Current Report to Form 8-K filed with the SEC on September 30, 2014.

(2) Incorporated by reference to Exhibit 10.1 to the Current Report to Form 8-K filed with the SEC on September 30, 2014.

(3) Incorporated by reference to Exhibit 10.1 to the Current Report to Form 8-K filed with the SEC on November 12, 2014.

SIGNATURES

Pursuant to the requirements 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.

Date: ~~March~~June 2315, 2015

Clone Algo Technologies Inc.

/s/ Nakul Gupta
Name: Nakul Gupta
Chief Executive Officer and Chief Financial Officer
(Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer)

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