UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

Q For ~~ANNUAL~~the ~~REPORT~~fiscal ~~UNDER~~year ended ~~SECTION~~December 1331, ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2014

~~For~~[__] TRANSITION ~~the~~REPORT ~~fiscal~~PURSUANT ~~year~~TO ~~ended~~SECTION 13 ~~December~~OR ~~31,~~15(d) ~~2012~~OF THE SECURITIES EXCHANGE ACT OF 1934

oFor the ~~TRANSITION~~transition ~~REPORT~~period ~~UNDER~~from ~~SECTION~~_____ 13to ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~_____

~~Commission~~COMMISSION ~~File~~FILE ~~Number~~NUMBER 000-54504

~~SaaSMAX,~~NOUVEAU ~~Inc~~VENTURES INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

NEVADA		27-4636847
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

3254 Prospect Ave.
La Crescenta, CA 91214		91214
(Address of principal executive offices)		(Zip Code)

(818) 249-1157
Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:		NONE.
Securities registered pursuant to Section 12(g) of the Act:		Common Stock, $0.001 Par Value Per Share.

Nevada		27-4636847
(State of incorporation)		(I.R.S. Employer Identification No.)
7770 Regents Road, Suite 113-129, San Diego, CA 92122		858-518-0447
(Address of principal executive offices)		(Registrant’s telephone number, including area code)

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

Securities registered under Section 12(b) of the Act:
Title of each class registered:	Name of each exchange on which registered:
None	None
Securities registered under Section 12(g) of the Act: Common Stock, Par Value $0.001 (Title of class)

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

Indicate by check mark whether if the registrant is a(1) ~~well~~has ~~known~~filed ~~seasoned~~all ~~issuer,~~reports asrequired ~~defined~~to inbe ~~Rule~~filed ~~405~~by Section 13 or 15(d) of the Securities Exchange Act. of 1934 during the preceding ~~Yes~~12 omonths No(or þfor such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [__] No

Indicate by check mark ifwhether the registrant has submitted electronically and posted on isits ~~not~~corporate Web site, if any, every Interactive Data File required to ~~file~~be submitted ~~reports~~and posted pursuant to ~~Section~~Rule 13405 orof ~~Section~~Regulation 15S-T (d)s. 232.405 of this chapter) during the ~~Act.~~preceding 12 months (or for such shorter period that the ~~Yes~~registrant owas required to submit and post such files). [X] Yes [__] No þ

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant (1)~~of ~~has~~delinquent ~~filed~~filers ~~all~~pursuant ~~reports required~~ to beItem ~~filed~~405 byof Regulation ~~Section~~S-K ~~13 or 15~~(d)s229.405 of ~~the~~this ~~Securities~~chapter) ~~Exchange~~is ~~Act~~not ofcontained ~~1934~~herein, ~~during~~and ~~the~~will ~~preceding~~not 12be ~~months~~contained, ~~(or~~to ~~for~~the ~~such~~best ~~shorter~~of ~~period~~registrant’s ~~that~~knowledge, ~~the~~in ~~registrant~~definitive ~~was~~proxy ~~required~~or information tostatements ~~file~~incorporated ~~such~~by ~~reports)~~reference ~~and,~~in ~~(2)~~Part ~~has~~III ~~been~~of ~~subject~~this toForm ~~such~~10-K ~~filing~~or ~~requirements~~any ~~for~~amendment ~~the~~to ~~past~~this 90Form ~~days~~10-K. ~~Yes~~[ ] ~~þ No o~~

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated ~~posted on its corporate Web site~~filer, ifan accelerated ~~any~~filer, ~~every~~a ~~Interactive Data~~non-accelerated ~~File~~filer, ~~required~~or toa besmaller ~~submitted~~reporting ~~and~~company. See ~~posted~~the ~~pursuant~~definitions ~~to Rule 405~~ of ~~Regulation~~“large ~~S-T~~accelerated (§filer,” ~~232.405~~“accelerated offiler” ~~this chapter) during the~~and ~~preceding~~“smaller 12reporting ~~months~~company” ~~(or~~in ~~for~~Rule ~~such~~12b-2 ~~shorter~~of ~~period that~~ the ~~registrant~~Exchange ~~was required to submit and post such files)~~Act. ~~Yes o No þ~~

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~[__] ifAccelerated ~~disclosure~~filer ~~of delinquent~~[__] ~~filers~~Non-accelerated ~~pursuant~~filer to[__] ~~Item 405 of Regulation S-K~~ (§Do ~~229.405 of this chapter) is~~ not ~~contained~~check ~~herein~~if ~~and,~~a ~~will~~smaller ~~not be~~reporting ~~contained,~~company) toSmaller ~~the~~reporting ~~best~~company ~~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. o~~[X]

Indicate by check mark whether the registrant is a ~~large~~shell ~~accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting~~ company~~. See the definitions~~ of(as ~~“large~~defined ~~accelerated filer,” “accelerated filer” and “smaller reporting company”~~ in Rule 12b-2 of the ~~Exchange~~ Act). [__] ~~(Check~~Yes [X] ~~one):~~No

~~Large~~State the ~~accelerated~~aggregate ~~filer~~market ovalue ~~Accelerated~~of ~~filer~~the ovoting ~~Non~~and non-~~accelerated~~voting ~~filer~~common oequity ~~(Do~~held ~~not~~by non-affiliates ~~check~~computed ifby areference ~~smaller~~to ~~reporting~~the ~~company)~~price ~~Smaller~~at ~~reporting~~which ~~company~~the þcommon equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $7,301,066 based on the closing price of $0.30 on June 30, 2014 as quoted by the OTC Markets on that date.

Indicate bythe ~~check~~number ~~mark~~of ~~whether~~shares outstanding of each of the registrant is’s aclasses ~~shell~~of ~~company~~common (stock, as ~~defined~~of inthe ~~Rule~~latest ~~12b-2~~practicable date. As of July 14, 2015, the ~~Act).~~Registrant ~~Yes~~had ~~o No~~50,018,888 þshares of common stock outstanding.

~~The~~NOUVEAU ~~aggregate~~VENTURES market value of the voting stock held by non-affiliates of the registrant, as of June 30, 2012, was approximately $1,016,996 based on the price per share of the common stock sold in a private placement during the three months ended June 30, 2012INC.

~~The~~ANNUAL ~~outstanding~~REPORT ~~number~~ON FORM of10-KFOR ~~shares~~THE ~~of common~~YEAR ~~stock~~ENDED asDECEMBER ~~of March 25~~31, ~~2013 was 4,429,704.~~2014

~~Documents~~TABLE ~~incorporated~~OF ~~by reference: None~~CONTENTS

TABLE OF CONTENTS
PART I	3
		Page No.
ITEM 1. DESCRIPTION OF BUSINESS	3
PART I		2
ITEM 1A. RISK FACTORS	5
ITEM 1.	DESCRIPTION OF BUSINESS	2
ITEM 2. DESCRIPTION OF PROPERTIES	8
ITEM 1A.	RISK FACTORS	8
ITEM 3. LEGAL PROCEEDINGS	8
ITEM 1B.	UNRESOLVED STAFF COMMENTS	16
ITEM 4. MINE SAFETY DISCLOSURES	8
ITEM 2.	DESCRIPTION OF PROPERTIES	16
PART II	8
ITEM 3.	LEGAL PROCEEDINGS	16
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	8
ITEM 4.	MINE SAFETY DISCLOSURES	16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
PART II		16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	15
ITEM 5.	MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	16
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	31
ITEM 6.	SELECTED FINANCIAL DATA.	17
ITEM 9A. CONTROLS AND PROCEDURES	31
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
ITEM 9B. OTHER INFORMATION	32
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	23
PART III	33
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	23
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	33
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	24
ITEM 11. EXECUTIVE COMPENSATION	34
ITEM 9A	CONTROLS AND PROCEDURES	27
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	35
ITEM 9B.	OTHER INFORMATION	28
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	37
PART III		28
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.	38
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	28
PART IV	39
ITEM 11.	EXECUTIVE COMPENSATION	28
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	39
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	29
SIGNATURES	41
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	30
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.	31
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	31
SIGNATURES

Table of Contents

FORWARD LOOKING STATEMENTS

Information in this report contains “forward looking statements” which may be identified by the use of forward-looking terminology, such as “may”, “shall”, “will”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

PART I

~~ITEM~~The information 1in this discussion contains forward-looking statements. ~~DESCRIPTION~~These OFforward-looking statements ~~BUSINESS~~involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "intend," "anticipate," "believe," "estimate,” "predict," "potential" or "continue," the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks described below, and, from time to time, in other reports the Company files with the United States Securities and Exchange Commission (the “SEC”). These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.

~~Overview~~As ofused in this Annual Report, the ~~Business~~terms “we,” “us,” “our,” “Nouveau ,” and ~~Recent~~the ~~Developments~~“Company” mean Nouveau Ventures Inc. and its subsidiaries, unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.

~~SaaSMAX,~~ITEM ~~Inc~~1. ~~is a Nevada Corporation incorporated January 19, 2011, with its principal place of business in San Diego, California~~BUSINESS. SaaSMAX is a development stage company that is developing and launching an online business-to-business marketplace (the "SaaSMAX Marketplace") and channel management tools for the rapidly growing software-as-a-service ("SaaS") market.

Software-as-a-Service, sometimes referred to as "on-demand software," is a software delivery model in which software is delivered over the Internet through a web browser. With SaaS Applications ("SaaS Apps"), software and data is hosted on virtual servers (often referred to as "cloud-based" or "cloud computing"). Cloud computing fundamentally changes the way business software applications are developed and deployed. SaaS App developers no longer need to create and manage their own infrastructure of servers, storage, network devices, operating system software and development tools in order to create a business application. Instead, the entire software infrastructure is managed by third parties who specialize in infrastructure management, and developers use a remote management connection/console to access the development environment. SaaS App users can gain access to a multitude of business applications via an Internet browser or mobile device, and are able to take advantage of a robust, secure, scalable and highly available application at a relatively low cost, without the cost and complexity of managing the application.General

~~While~~We ~~practically~~were ~~every~~incorporated ~~Internet~~on ~~service~~January ~~(such as~~19, a2011 ~~Web~~under ~~search~~the ~~engine~~laws orof ~~web-based~~the ~~Email)~~State isof Nevada. ~~driven~~We bywere ~~some~~formerly ~~underlying~~developing ~~software,~~and ~~the~~launching ~~terms~~an ~~"SaaS"~~online business-to-business ormarketplace ~~"SaaS~~and ~~Apps" are~~channel ~~often~~management ~~used~~tools infor the ~~context~~rapidly growing ~~of business~~ software~~. Independent~~-as-a-service ~~Software Vendors~~ ("~~ISVs~~SaaS") ormarket ~~"App~~(the ~~Vendors")~~“SaaSMAX ofMarketplace”). ~~SaaS~~Effective ~~Apps~~July, or9, ~~traditional~~2013, ~~software~~we ~~applications~~decided ~~develop~~to ~~and~~shift ~~sell~~our ~~software~~business operations ~~apps~~to ~~that~~the ~~run~~marketing, onselling ~~one~~and ordistribution ~~more~~of ~~operating~~a ~~system~~propane ~~platforms.~~diesel dual ~~The~~fuel ~~companies~~retrofit ~~that~~system ~~make~~(“DFRS ~~the~~Products”) ~~operating~~owned ~~platforms~~by ~~encourage~~California ~~and~~Clean ~~lend~~Air Technologies, ~~support~~LLC, toa ~~ISVs,~~Nevada ~~often~~limited ~~with~~liability ~~special~~company ~~"business~~(“CCAT”). In ~~partner"~~August, ~~programs. Some~~2014, ~~ISVs~~we ~~focus~~acquired on a ~~particular~~patented ~~operating~~technology ~~platform~~for ~~like~~optimizing ~~Apple~~airflow ~~iPhone's~~to ~~iOS~~internal combustion ~~for~~engines ~~which~~to ~~there~~create ~~are~~more ~~tens~~power of(the ~~thousands of~~“Quantumcharger ~~ISV~~Technology”) ~~applications.~~and inventions ~~Other~~utilizing ~~ISVs~~the ~~specialize~~Quantumcharger inTechnology athat ~~particular~~are ~~application~~the ~~area,~~subject ~~such~~of United asStates ~~customer~~Patent ~~relationship~~No. ~~management~~US ~~or business intelligence~~7, ~~for example~~849,840 ~~and~~(the ~~integrate with multiple platforms~~“Patent”).

~~The~~Subsequent ~~Company intends~~ to ~~become~~the afiscal ~~sales~~year ~~distribution channel~~ended ~~program~~December ~~for SaaS~~31, ~~by offering a Marketplace for SaaS Apps and by facilitating~~2015, ~~improving and increasing~~ the ~~Sales Value~~Company ~~Chain~~elected ~~for~~not ~~SaaS~~to ~~ISVs. The~~proceed ~~"Sales~~with ~~Value~~the ~~Chain" refers to~~ the ~~value-adding~~marketing, ~~activities~~selling and ~~the~~distribution ~~participants~~of ~~that~~the ~~are~~CCAT ~~involved~~propane indiesel ~~selling~~dual afuel ~~software~~retrofit ~~product~~system ~~to an end-user. For example, a software application is typically developed~~ and ~~sold~~ byelected ~~an ISV. That ISV may offer~~ to ~~sell~~allow ~~licenses~~their ~~for~~exclusive ~~its~~distributor agreement ~~software application directly to an end user, or it may contract~~ with a ~~wholesaler,~~CCAT ~~distributor or retailer (collectively referred~~ to ~~herein~~remain asin ~~"Reseller")~~default ~~which~~for ~~then~~lack ~~markets~~of ~~and~~payment ~~resells that~~of ~~software application to end users~~royalties. ~~Moreover~~ As such, ~~when software applications require customization or user training before they are employed by~~ the ~~end~~Company ~~user,~~has ~~ISV's~~now ~~will~~shifted ~~seek~~its tofocus ~~partner with independent VARs, service providers, solution providers, systems integrators or other types of consultants (collectively referred~~ to ~~herein as "Solution Providers") who will provide those services to~~ the ~~end~~Quantumcharger ~~users~~Technology.

2Technology Acquisition Agreement

~~Table~~On August 19, 2014, we entered into a Technology Acquisition Agreement (the “Technology Acquisition Agreement”) with David St. James (the “Inventor”). Closing of ~~Contents~~the Technology Acquisition Agreement occurred on August 23, 2014 (“Closing”). Under the terms of the Technology Acquisition Agreement, the Inventor assigned his right, title and interest in a patented technology for optimizing airflow to internal combustion engines to create more power (the “Quantumcharger Technology”) and inventions utilizing the Quantumcharger Technology that are the subject of United States Patent No. US 7,849,840 (the “Patent”) in consideration of the following:

~~With~~1. Issuance ~~SaaS~~to ~~Apps,~~the ~~there~~Inventor ~~is no physical delivery~~ of ~~a software product. Instead~~200,000 ashares ~~SaaS~~of ~~App~~our iscommon ~~available~~stock (the ~~and~~“Shares”) ~~ready-to-use~~at ~~when~~a itfair ismarket ~~accessed~~valueof ~~on-line~~$0.30 Asper ashare, ~~result~~representing ofthe ~~this~~most ~~non-physical,~~recent ~~direct-to-end-customer~~price ~~deployment~~for ~~method,~~which ~~there~~our iscommon nostock ~~product~~sold ~~that~~in ~~can~~the bemarket ~~accounted for physically~~place. ~~This~~ ~~may~~The Shares ~~lead~~are toheld ~~a situation where a Solution Provider~~ in the ~~Sales~~custody ~~Value~~of ~~Chain~~our islegal ~~ignored~~counsel ~~during a sales transaction~~ and, inreleased ~~such~~to ~~a case, may not be compensated by~~ the ~~SaaS~~Inventor ~~App Vendor for referring~~ on the ~~end-user.~~ following schedule:

~~In traditional software sales, the Solution Provider usually has~~ (a) ~~pre-existing relationship with the end-user and is therefore the trusted advisor to the end-user for most software purchases. For SaaS App Vendors~~50,000 weShares ~~believe~~released ~~that~~on the Sales Value Chain must also incorporate the Solution Providers for software purchases. We believe that when completed and implemented, the SaaSMAX Marketplace will provide SaaS App Vendors with the tools to track sales and manage reseller programs for each Solution Provider interested in their SaaS App.Closing;

~~Our~~(b) ~~SaaSMAX Marketplace is intended to be a "B2B" or "business to business" solution to be implemented between SaaS App Vendors and SaaS Solution Providers~~50, ~~which~~000 ~~will~~Shares ~~enable~~released ~~SaaS~~four ~~App~~(4) ~~Vendors~~months toafter ~~market, promote and manage the sales and distribution of their SaaS App to participants in the Sales Value Chain and to business users around the world.~~Closing;

~~SaaSMAX~~(c) ~~management~~50,000 ~~believes~~Shares ~~that~~released ~~the~~eight ~~SaaSMAX Marketplace~~(8) ~~will:~~months after Closing; and

·(d) ~~Make it easier and more efficient for SaaS App Vendors to promote their SaaS Apps~~50,000 ~~sell~~Shares ~~licenses,~~released ~~find~~twelve ~~new~~(12) ~~customers,~~months ~~and~~after ~~build a channel of Solution Providers~~Closing.

·Notwithstanding Bethat the ~~first~~Shares ~~SaaS~~are ~~marketplace~~held ~~that~~in ~~will~~custody ~~enable~~and ~~SaaS~~are ~~App~~not ~~Vendors~~ released to ~~sell,~~the ~~market~~Inventor, ~~manage~~all voting and ~~monitor~~dividend ~~their~~rights ~~sales~~in respect of the Shares accrue to the Inventor and ~~marketing~~he ~~efforts~~is inentitled ~~real~~to ~~time~~exercise ~~across~~such ~~the~~rights ~~SaaS~~and ~~Sales~~receive ~~Value~~such benefits ~~Chain~~in respect of the Shares.

· Be a valuable, efficient business and educational tool for SaaS Solution Providers, enabling them to thoroughly research each listed SaaS App and gain access to online demos, technical specifications, peer ratings, support, pricing, commission plans and much more.3

·As ~~Make~~of itthe ~~easier~~date ~~for~~of ~~Solution~~this ~~Providers~~report, tothe ~~find~~150,000 ~~SaaS~~shares ~~Apps~~in ~~for~~tranches ~~their~~(a) ~~customers~~through (c) ~~and~~above ~~earn~~have ~~commissions~~been ~~from~~released ~~SaaS App Vendors for reselling or referring their SaaS Apps~~ to ~~end~~the ~~user customers~~Inventor.

·The ~~Include~~Technology aAcquisition ~~Solution~~Agreement ~~Provider~~was ~~Directory~~valued ~~which~~at ~~will contain~~ the ~~business~~total ~~profiles~~fair market value of ~~Solution~~the ~~Providers,~~Shares toissued ~~enable~~of ~~end~~$60,000 ~~user~~in ~~businesses~~the toaccompanying ~~identify~~balance ~~and~~sheet ~~do business with Solution Providers,~~ and tois being ~~enable~~amortized ~~SaaS~~over ~~App~~the ~~Vendors~~remaining to16 ~~network~~year ~~with~~life ~~Solution~~of ~~Providers~~the Patent.

~~In late 2011 the SaaSMAX Marketplace entered into its beta test-phase ("SaaSMAX Beta,")~~2. ~~During~~ The ~~the~~Inventor ~~Beta~~also ~~phase,~~retained ~~our~~a ~~primary~~royalty ~~focus~~of ~~has~~5% ~~been~~of ~~and~~gross ~~will continue~~revenues tofrom ~~be to recruit several dozen SaaS Apps Vendors and several dozen Solution Providers to use our service. During SaaSMAX Beta we have and will continue to: i) study~~ the ~~use~~exploitation of ~~our service; ii) adjust~~ the ~~business~~Quantumcharger ~~pricing~~Technology, ~~model~~subject ~~; iii) add features and functionality ; iv) plan and prepare marketing campaigns; v) adjust our standard service agreement~~ to ~~meet the expressed needs~~minimum ~~and~~royalty ~~wants~~payments of ~~participating~~$1,500 ~~SaaS~~per ~~App~~calendar ~~Vendors~~month ~~and~~(the ~~Solution~~“Minimum ~~Providers~~Royalties”).

3 As further consideration for the sale, assignment and transfer of the Quantumcharger Technology, we agreed to make expenditures of $100,000 to develop and commercialize the Technology within twelve (12) months from Closing.

~~Table~~In the event the Company is unable to fulfill its obligations under number 2 or 3 above and such default is not cured within 15 days written notice, the Technology Acquisition Agreement may be terminated and Nouveau shall re-assign the Patent and transfer the intellectual property to the Inventor. Any Shares not released, or scheduled to be released in the next 30 days from the date of ~~Contents~~termination shall be returned to the Company for cancellation and the Inventor shall have no further rights in respect of such Shares. In the event of termination, the carrying value of the Patent in our financial statements, net of accumulated amortization, will be written down to $0.

~~The~~We ~~Company~~have ~~has entered into several dozen agreements with ISVs in which~~ the ~~ISV~~right ~~agrees~~ to ~~compensate~~sub-license ~~SaaSMAX~~our ~~for~~interest ~~every~~in ~~purchase transaction that is initiated through~~ the ~~SaaSMAX~~ ~~Marketplace.~~Quantumcharger ~~The Company is responsible for monitoring~~Technology, ~~aggregating and reporting total transaction volumes completed between~~ ~~its~~subject ~~member~~to ~~Solution Provides and~~ the ~~ISVs,~~Inventor asbeing ~~well~~paid as30% ~~the~~of ~~commissions~~all ~~earned~~revenues byobtained ~~the Solution Providers. The Company has also entered~~through ~~into more than one hundred agreements with Solution Providers, who currently are not required to pay fees to SaaSMAX~~sub-licensing.

~~Once~~On ~~management~~August is23, ~~satisfied with the results of SaaSMAX Beta~~2014, ~~we will commercially launch SaaSMAX. We intend to continually develop new features and functionality for~~ the ~~SaaSMAX~~Inventor ~~Marketplace~~was ~~into~~appointed ~~the~~as ~~foreseeable~~our ~~future,~~Vice-President and ~~have identified several additional potential product opportunities that~~ ~~stem~~as ~~from~~a ~~what we have learned to date~~Director.

WeOn ~~are~~August a23, ~~development~~2014, ~~stage~~on ~~business~~Closing ~~and~~of ~~have~~the Technology ~~had~~Acquisition ~~limited~~Agreement, ~~revenues~~we ~~since~~issued ~~our~~an ~~formation.~~aggregate ~~There~~of ~~can~~200,000 beshares noof ~~assurance~~our ~~that~~common stock ~~even~~(the if“Shares”) ~~revenues~~in ~~are~~the ~~generated~~name byof the ~~SaaSMAX~~Inventor ~~Marketplace~~and released 50,~~, that~~000 ~~those~~of ~~revenues~~the Shares ~~will~~to behim. ~~sufficient~~Shares due to ~~enable~~Mr. ~~the~~St ~~Company~~James four months after Closing were released to ~~maintain~~him ~~its~~on ~~operations.~~December ~~The~~23, ~~Company~~2014 ~~will~~and ~~need~~the 50,000 Shares due to ~~secure~~Mr. ~~additional~~St James ~~financing~~eight inmonths ~~the~~after ~~future~~Closing towere ~~continue~~released to ~~develop~~him ~~the~~on ~~product~~April 23, ~~attract~~2014. ~~customers,~~The ~~and~~Shares were ~~start~~issued ~~generating~~as ~~revenues.~~part ~~There~~consideration ~~are~~for nothe ~~assurances~~entry into the Technology Acquisition ~~that~~Agreement and pursuant to the ~~Company~~exemption ~~will~~from beregistration ~~successful~~requirements contained ~~with~~in ~~any~~Section ~~subsequent~~4(2) ~~financings~~of the Securities Act.

The Auditor's Report included in our audited financial statements at December 31, 2012 included language raising doubt about our ability to continue as a going concern. Since inception we have had limited revenues. Our business plan estimates that we will need to raise additional capital to fund our operations during the remainder of 2013 and there can be no assurance that we will be able to raise any or all of the capital required. During the year ended December 31, 2012 we have incurred a net loss of $478,174, have net cash used in operating activities of $249,347 and have an accumulated deficit of $660,195 at December 31, 2012. Accordingly, we will have to obtain additional funding from the sale of our securities or from strategic transactions in order to fund our current level of operations and there can be no assurance that we will be able to raise any or all of the capital required. If the Company is unable to generate sufficient cash flow from operations and/or continue to obtain financing to meet its working capital requirements, it may have to curtail its business sharply or cease business altogether.Quantumcharger™

~~Customers~~The Quantumcharger™ is a revolutionary new device which solves many of the traditional problems of both superchargers and turbochargers. The Quantumcharger™ is basically a supercharger, either a roots type or centrifugal, that utilizes an electric motor and one or more clutches, overrun bearings, or a combination of both depending on the application.

The ~~SaaSMAX~~Quantumcharger™ ~~Marketplace~~is ~~will~~capable beof ~~utilized~~providing ~~primarily by~~full ~~two~~boost ~~different~~on ~~types~~demand ofat ~~customers.~~any ~~App~~engine ~~Vendors~~speed, ~~who~~including ~~make~~before ~~business-related~~the ~~SaaS~~engine ~~Apps,~~has ~~and~~been ~~Solution~~started. ~~Providers~~At lower engine speeds, ~~who~~the ~~are~~electric ITmotor ~~Consultants, VARs~~is ~~MSPs~~used ~~and~~to ~~other~~spin ~~Trusted~~the ~~Advisors~~compressor ~~who~~to ~~will~~whatever ~~resell~~speed ~~business-related~~is ~~SaaS~~needed ~~Apps~~to ~~through~~create the ~~SaaSMAX~~desired ~~Marketplace~~boost. InOnce ~~addition~~the engine is running at a higher speed, the ~~SaaSMAX~~ ~~Marketplace~~compressor ~~will~~can then be ~~available~~driven mechanically by the engine alone to ~~other~~provide ~~business~~boost ~~organizations~~without ~~("Business~~the ~~Users"),~~use ~~who~~of ~~will~~the beelectric ~~provided~~motor. ~~limited access~~This enables the engine to provide additional power whenever it is needed, at lower engine speeds with the ~~proposed~~electric ~~features~~motor ~~and~~or ~~functionality~~at ofhigher ~~SaaSMAX~~engine speeds just like a traditional supercharger being driven by the engine. ~~There~~The ~~can~~compressor doesn’t need to be noin ~~assurance~~operation ~~that~~at ~~these~~all ~~types~~times, usually only during periods of ~~customers~~demand ~~will~~for increased power. When used in ~~fact utilize~~conjunction with a turbocharger, the ~~SaaSMAX~~Quantumcharger™ ~~Marketplace~~can be activated briefly at lower engine speeds to eliminate the symptoms of turbo lag until the turbocharger is able to provide sufficient boost on its own.

~~The SaaSMAX Platform - How it Works~~4

~~The~~Providing ~~SaaSMAX~~boost ~~Platform~~before the engine is ~~comprised~~started ofcan ~~the~~be ~~SaaSMAX~~helpful for cold starting diesel engines in colder weather. ~~Marketplace~~Also, ~~channel~~whenever ~~management~~the ~~tools~~electric ~~for~~motor ~~App~~is ~~Vendors~~not ~~and~~needed ~~Solution~~for ~~Providers~~driving the compressor, ~~and~~it can ~~will~~be ~~eventually~~turned ~~include~~by ~~premium~~the ~~marketing~~engine and ~~advertising~~ ~~tools~~used ~~for~~to ~~App~~generate ~~Vendors~~electricity. This feature can provide substantial cost and ~~Solution~~space ~~Providers.~~savings ~~The~~since ~~SaaSMAX~~an ~~Platform~~alternator is ~~currently~~no ~~under~~longer needed. The ~~development~~Quantumcharger™ ~~and~~ is ~~expected~~used toin conjunction with an electronic becontroller ~~released~~with invarious ~~multiple~~sensors ~~phases~~to asactivate the ~~features~~electric motor, operate electro-magnetic clutches when used, and ~~functionality~~facilitate ~~become~~the ~~available~~generation of electricity by the electric motor. These ~~The~~various ~~Company~~actions ~~contracts~~can ~~with~~be ~~independent~~based ~~software~~on ~~developers~~several ~~who~~factors ~~are~~including ~~currently~~engine ~~designing~~speed, ~~building~~throttle position, ~~and~~intake ~~testing~~pressure, ~~the~~and many ~~SaaSMAX Platform~~more.

4In modern times we are starting to see a renewed and very serious demand for innovation. There is currently a race for new technology as a new trend has developed in the auto industry which has become known as engine downsizing. Engine downsizing is the practice of using smaller and lighter engines in vehicles in an attempt to make them more economical, while at the same time striving to maintain the power of a larger engine for greater drivability and safety. The Quantumcharger™ is ideal for these modern needs. It enables new engine configurations that are fuel efficient, environmentally friendly, and cost effective, while having much more power available on demand.

~~Table of Contents~~Competition

~~Revenue~~We ~~Generation~~have numerous direct, indirect and partial competitors, many of which have valuable industry relationships and access to greater resources than we do. The numerous types of direct or indirect competitors that exist in the market today. There is no assurance that we will be able to produce a product that will be competitive in the marketplace, and even if competitive that we will be able to earn a profit.

~~SaaSMAX~~Patents ~~intends to generate revenue from the following revenue streams:~~

·Patent ~~Annual~~No: ~~Membership~~US ~~Fees~~7,849,840 ~~from~~B2Date ~~SaaS~~of ~~App~~Patent: ~~Vendors~~December ~~who~~14, ~~list~~2014Title: ~~their~~Electrical ~~SaaS~~Motor ~~App~~Assited onMechanical ~~the SaaSMAX Marketplace.~~Supercharging System

·Employees ~~Annual Membership Fees from Solution Providers who want to resell SaaS Apps and also list their profile in the SaaSMAX Solution Provider Directory.~~

·As ~~Advertising~~of ~~and~~the ~~Marketing~~date ~~Fees~~of ~~from~~this ~~SaaS~~Annual Report, ~~App~~other ~~Vendors~~than ~~who~~our ~~want~~officers ~~to conduct premium marketing~~ and~~/or~~ ~~advertising~~directors, ~~campaigns~~we ~~within~~have ~~the~~no ~~SaaSMAX Marketplace~~employees.

·ITEM ~~Transaction~~1A. ~~fees~~RISK ~~based on a percentage of the revenue earned by SaaS App Vendors who sell and promote their SaaS App through the SaaSMAX Marketplace~~FACTORS.

·The ~~Advertising~~following ~~and~~are ~~marketing~~some ~~fees~~of the important factors that could affect our financial performance or could cause actual results to differ materially from ~~companies~~estimates ~~who~~contained ~~want~~in our forward-looking statements. We may encounter risks in addition to ~~advertise~~those ~~within~~described ~~the~~below. Additional ~~SaaSMAX~~risks ~~Marketplace~~and uncertainties not currently known to us, or onthat ~~the~~we ~~SaaSMAX~~currently ~~website~~deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

~~User~~We ~~Participation~~have a lack of operating history in the engine retrofit industry and there is no assurance that our business efforts in this field will be successful.

InWith ~~order~~our toacquisition of ~~participate~~the inQuantumcharger ~~SaaSMAX~~Technology, we are embarking on a ~~potential~~change of business. ~~user~~Although ~~will~~Rob ~~first~~Rainer, ~~register~~our asdirector anand ~~App~~Chief ~~Vendor~~Executive Officer has extensive business experience, ahe ~~Solution~~does ~~Provider~~not orhave aexperience ~~Business~~in ~~User.~~the ~~App~~engine ~~Vendors~~retrofit industry. ~~and~~Many ~~Solution~~of ~~Providers~~our competitors will behave ~~manually~~greater experience and/or greater ~~screened~~financial byresources ~~Management~~than we do at this time. We intend to hire sales and consulting ~~approved~~teams with experience in ~~order~~the toengine ~~maintain~~retrofit aindustry. ~~high~~However, there ~~degree~~is ofno ~~quality~~assurance ~~and~~that ~~integrity~~our business efforts in the ~~SaaSMAX~~engine ~~Marketplace~~retrofit industry will prove successful.

~~App~~Demand ~~Vendors will be required to select from~~for ~~one~~and supply of ~~several~~our ~~pricing~~products ~~plans~~and inservices ~~order~~may ~~to:~~be a)adversely ~~display~~affected ~~their~~by ~~App's profile(s) on the SaaSMAX Marketplace; b) utilize our channel~~several ~~management tools~~factors, ~~and;~~some ~~c) take advantage~~ of ~~marketing~~which ~~and~~we ~~advertising~~cannot ~~tools.~~predict ~~Premium~~or ~~marketing~~control, ~~programs~~that ~~will~~could ~~also be available~~adversely "aaffect laour ~~carte"~~financial toposition, ~~potential~~results ~~members~~ of ~~any~~operations ~~pricing~~or ~~plan~~cash flows.

~~Solution~~The ~~Providers may join free of charge~~demand ~~and~~for ~~are required to: a) display their Company Profile in the SaaSMAX Solution Provider Directory; b) utilize~~ our ~~channel~~products ~~management tools,~~ and; c)services ~~take~~could ~~advantage of marketing and advertising tools. Premium marketing programs are planned to also~~ be ~~available~~affected ~~"a la~~by ~~carte"~~several tofactors, ~~members~~including: ~~of any pricing plan.~~

~~Business~~economic ~~Users~~downturns ~~may join free of charge and may be able to a) find, view and purchase the Apps~~ in the ~~SaaSMAX~~markets ~~Marketplace, and; b) view and contact Solution Providers~~ in ~~the SaaSMAX~~which ~~Solution~~we ~~Provider~~sell ~~Directory.~~our products;

~~Searching and Viewing the SaaSMAX Marketplace~~5

~~End~~competition ~~users~~from will have access to search and view the planned SaaSMAX Marketplace depending on what type of user they may be. Solution Providers are enabled to view a comprehensive profile of every SaaS App that is registered in the SaaSMAX Marketplace and have access to more information and assessment tools than the other ~~user types.~~products;

5changes in customer preferences;

~~Table~~product ofobsolescence ~~Contents~~or technological changes that render our products less desirable to use or more expensive to produce;

~~SaaSMAX~~changes ~~Solution~~in ~~Provider~~environmental ~~Directory~~regulations that may make our products illegal to sell in their present form;

~~"Lead~~inability ~~Generation" will be one~~ of ~~the~~ ~~expected~~our ~~major~~supplier ~~benefits~~to ofobtain ~~being~~raw amaterials ~~SaaSMAX~~used ~~Solution~~in ~~Provider.~~production ~~Also,~~due ~~Business~~to ~~Users~~factors ~~who~~such ~~may~~as bework ~~seeking a trusted Solution Provider to help implement~~stoppages, ~~integrate~~shortages or ~~provide~~supplier ~~training~~plant ~~for~~shutdowns; ~~a SaaS App, will be able to inquire through SaaSMAX~~ and ~~identify potential candidates.~~

~~SaaSMAX~~inability ~~Channel~~to ~~Management~~supply ~~Tools~~products due to factors such as work stoppages, plant shutdowns or regulatory changes and exogenous factors, like severe weather.

~~SaaSMAX~~If ~~Channel~~any ~~Management Tools are our own~~of ~~proprietary~~these ~~software-as-a-service~~events ~~that~~occur, ~~enables~~the ~~App~~demand ~~Vendors~~for ~~to track~~ and ~~manage~~supply ~~their reseller channel~~ of ~~SaaSMAX~~our ~~Solution~~products ~~Providers,~~ and ~~enables~~services could ~~Solution~~suffer, ~~Providers~~which tocould ~~track~~have ~~and~~a ~~manage~~material ~~their~~adverse ~~various~~affect ~~SaaS~~on ~~App transactions. Using~~ our ~~Tools App, Vendors will be able~~financial ~~to administer and manage reseller incentive programs~~position, ~~address~~results ~~commission~~of ~~provisioning,~~operations and ~~have~~cash ~~real time access to performance analytics and reports~~flows.

~~SaaSMAX~~We ~~Premium~~face competition ~~Marketing~~from ~~Services~~other retrofit companies, which could adversely affect our sales, results of operations or cash flows.

~~The~~We ~~Company~~compete with ~~intends~~companies tothat ~~sell~~produce ~~App~~similar ~~Vendors~~products and ~~Solution~~ ~~Providers~~with ~~"premium"~~companies ~~advertising~~that ~~and~~produce different ~~marketing~~products ~~campaign~~that ~~opportunities~~are todesigned ~~increase~~for ~~their~~the ~~brand~~same ~~and~~end ~~product~~uses. ~~exposure~~We encounter ~~within~~competition ~~the~~based ~~SaaSMAX~~on ~~Marketplace.~~several ~~Such~~key ~~campaigns~~criteria, ~~will~~including ~~include~~product ~~advertising~~performance onand quality, ~~the~~product ~~public~~price, ~~pages~~product ofavailability ~~the~~and ~~SaaSMAX.com~~security ~~website;~~of ~~offering~~supply, ~~webinars;~~responsiveness ~~publishing real-time announcements; sponsorships~~ of ~~email~~product ~~newsletters;~~development ~~custom~~in ~~email~~cooperation ~~campaigns,~~with customers and customer ~~more~~service.

~~Sales~~We expect that our competitors will continue to develop and ~~Business~~introduce ~~Development~~new and enhanced products, which could cause a decline in the market acceptance of our products. In addition, our competitors could cause a reduction in the selling prices of some of our products as a result of intensified price competition. Competitive pressures can also result in the loss of major customers. An inability to compete successfully could have an adverse effect on our financial position, results of operations or cash flows.

We ~~anticipate~~may ~~that our sales and business~~also ~~development~~experience ~~resources~~increased ~~will~~competition befrom ~~primarily~~companies ~~dedicated~~that tooffer ~~identifying~~products ~~quality~~based ~~Solution~~on alternative ~~Providers~~technologies and ~~SaaS~~processes ~~App~~that ~~Vendors~~may tobe ~~join~~more ~~and~~competitive ~~participate~~or better in ~~the~~price ~~SaaSMAX~~or ~~Marketplace. Relationships with our members are anticipated to be managed by the same resources~~performance, ~~and~~causing weus ~~will strive~~ to ~~facilitate~~lose ~~and~~customers ~~increase the business conducted between our member Service Providers~~ and ~~App~~result ~~Vendors.~~in Wea ~~also anticipate that~~decline in our sales ~~and~~volume ~~business development resources will focus on selling premium marketing~~ and ~~advertising opportunities to our members and to non-members~~earnings. ~~We intend to accomplish these strategies through telesales, online and email communication and by attending and speaking at relevant conferences.~~

~~Marketing~~Additionally, some of our customers may already be or may become large enough to justify developing in-house production capabilities. Any significant reduction in customer orders as a result of a shift to in-house production could adversely affect our future sales and operating prospects.

~~Our~~Current and ~~current~~future disruptions in the global credit and ~~future~~financial ~~marketing~~markets ~~activities~~could limit ~~may~~our ~~include~~access ~~all~~to orfinancing, ~~some~~which ofcould ~~the~~negatively ~~below~~impact ~~activities:~~our business.

·Domestic ~~Press~~and foreign ~~releases~~credit and ~~nurturing~~financial ~~relationships~~markets ~~with~~have ~~industry~~experienced ~~thought~~extreme ~~leaders~~disruption in the past three years, including volatility in security prices, diminished liquidity and ~~bloggers~~credit availability, declining valuations of certain investments and significant changes in the capital and organizational structures of certain financial institutions. We are unable to ~~gain~~predict ~~third-party~~the ~~validation~~likely duration and severity ~~generate~~of ~~positive~~the ~~coverage~~continuing ~~for~~disruption in the ~~Company;~~credit and financial markets or of any related adverse economic conditions. These market conditions may limit our ability to access the capital necessary to grow and maintain our business. Accordingly, we may be forced to delay raising capital, issue shorter tenors than we prefer or pay unattractive interest rates, which could increase our interest expense, decrease our profitability and significantly reduce our financial flexibility. Overall, our results of operations, financial condition and cash flows could be materially adversely affected by the disruptions in the global credit and financial markets.

~~· Participation in industry events, trade shows and online trade shows, webinars, etc. to create customer awareness, trust and enthusiasm;~~6

·To ~~Search~~service our ~~engine~~indebtedness ~~marketing~~ and ~~search~~other ~~engine~~liabilities, ~~optimization;~~we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

·Our ~~Social~~ability to ~~Media~~pay -interest ~~blog~~on our debt and to satisfy our other debt obligations and other liabilities will depend in part upon our future financial and operating performance and upon our ability to renew or refinance borrowings. Prevailing economic conditions and financial, ~~LinkedIn~~business, ~~groups~~competitive, ~~FaceBook~~legislative, regulatory and other ~~online~~factors, ~~resources;~~many of which are beyond our control, will affect our ability to make these payments. While we believe that cash flow from our current level of operations, available cash and available borrowings will provide adequate sources of liquidity for at least the next twelve months, a significant drop in operating cash flow resulting from economic conditions, competition or other uncertainties beyond our control could create the need for alternative sources of liquidity. If we are unable to generate sufficient cash flow to meet our debt service obligations, we will have to pursue one or more alternatives, such as, reducing or delaying capital or other expenditures, refinancing debt, selling assets, or raising equity capital.

·We ~~Web~~cannot assure ~~site~~you, ~~development~~however, ~~and~~that ~~design~~our business will generate sufficient cash flow from operations or that future borrowings will be available to ~~create~~us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a ~~pleasant~~portion ~~and~~of ~~productive~~our ~~user-experience,~~indebtedness ~~engage~~on ~~and~~or before ~~educate~~maturity. ~~prospects~~We ~~and~~cannot ~~generate~~assure ~~interest~~you ~~through~~that ~~information~~we ~~and~~will ~~demonstration,~~be ~~case~~able ~~studies~~to refinance any of our indebtedness, ~~white~~including ~~papers~~our term loan and ~~marketing~~revolving ~~collateral;~~credit facility, on commercially reasonable terms or at all.

·Because ~~Email~~our ~~and~~stock ~~phone~~is ~~campaigns~~a topenny ~~capture leads~~stock, stockholders ~~promote~~will ~~the~~be ~~brand,~~more ~~conduct~~limited ~~surveys~~in ~~and~~their ~~communicate~~ability ~~information~~to ~~about~~sell ~~our~~their ~~member participants;~~stock.

·The ~~Use~~SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of ~~customer~~less ~~testimonials~~than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and ~~case~~volume information ~~studies;~~with respect to transactions in such securities is provided by the exchange or quotation system.

·Because ~~Promotions~~our securities constitute "penny stocks" within the meaning of the rules, ~~partnerships~~the rules apply to us and ~~sponsorships~~to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as ~~appropriate;~~the quotation price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

·1. ~~Advertising~~contains a description of the nature and level of risk in ~~industry~~the ~~related~~market ~~websites,~~for ~~blogs,~~penny ~~e-newsletters~~stocks in both public offerings and ~~publications~~secondary trading;

·2. ~~Industry~~contains ~~contacts~~a description of the broker's or dealer's duties to the customer and ~~relationships.~~of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

63. contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

~~Table~~4. ofcontains ~~Contents~~a toll-free telephone number for inquiries on disciplinary actions;

~~Customer~~5. ~~Service~~defines ~~and~~significant ~~Support~~terms in the disclosure document or in the conduct of trading in penny stocks; and

~~Basic~~6. ~~customer~~contains ~~support~~such ~~during~~other ~~business~~information ~~hours will~~and beis ~~available~~in tosuch ~~SaaSMAX~~form, ~~customers~~including language, type, size and format, as the SEC shall require by rule or regulation.

~~Technology~~The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and ~~Development~~offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those 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 acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

In order to build SaaSMAX services, we have employed resources that have included and may continue to include, but are not limited to, independent software developer consultants, software development firms, an Agile project manager consultant, graphic design consultants and other qualified consultants to meet the various needs of the effort. The Company believes that retaining experienced consultants in the Software programming / IT field is critical to ensure the success of the Company's development and implementation plans.7

~~Our~~ITEM ~~customers can and will access our services through an easy-to-use web-based interface~~2. ~~Our web-based SaaS delivery method provides us with control over our SaaSMAX Marketplace content and permits us to make modifications at a single central location~~PROPERTIES. ~~We further expect to add additional functionality to our services and to be able to deliver additional products to our customers.~~

We ~~intend~~currently todo ~~optimize~~not ~~the~~own ~~SaaSMAX~~any ~~Platform to~~real ~~run on a specific database and operating system using the tools and platforms best suited to serve our customers~~property. Our ~~Performance,~~executive ~~functional~~office ~~depth~~is ~~and~~located ~~the~~at ~~usability~~3254 ofProspect ~~our service will drive our technology decisions and product direction~~Ave. ~~The~~La ~~SaaSMAX Platform will continually be optimized for use on desktop computers~~Crescenta, ~~workstations,~~CA ~~laptop computers~~91214, ~~tablet~~which ~~devices~~is provided ~~and~~to ~~other~~us ~~handheld~~by ~~devices~~Mr. ~~Certain~~ ~~parts~~Rainer, ofat ~~the~~no ~~SaaSMAX Platform will also be available on mobile devices~~cost.

~~Infrastructure~~ITEM 3. LEGAL PROCEEDINGS.

~~Our~~ ~~technology~~On ~~infrastructure~~June is3, ~~presently~~2013, we entered into a settlement agreement (the “Settlement ~~hosted~~Agreement”) ~~externally~~with byTony ~~cloud~~Osibov ~~service~~(“Osibov”) ~~providers~~settling all outstanding claims between Osibov and ~~redundantly~~us. ~~stored~~As inconsideration ~~multiple~~for ~~data~~the ~~center~~Settlement ~~locations~~Agreement, we agreed to pay Mr. WeOsibov ~~expect~~$24,000 ~~that~~of ~~our~~which ~~customers~~$15,000 had been paid as of June 30, 2013 and $9,000 ~~will~~remained ~~depend~~in onaccounts payable, which was divested pursuant to the ~~availability~~Share ~~and~~Exchange Agreement. ~~reliability~~Mr. Osibov agreed to sell his 300,000 shares of our ~~services~~common ~~and~~stock weto unaffiliated ~~have~~third ~~therefore~~parties ~~selected~~for an$6,000 ~~external~~within ~~hosting~~30 ~~cloud~~days ~~service~~from the date of the ~~provider~~Settlement ~~that~~Agreement. isAdditionally, ~~highly~~Mr. ~~reliable~~Osibov relinquished us and ~~employs~~Ms. Moskowitz ~~system~~our ~~redundancy~~former inCEO ~~order~~from any and all rights that he has alleged that he has to ~~minimize~~any ~~potential~~of our intellectual property, which we subsequently divested, except for the relinquishment of the PHP object oriented application backup system ~~downtime~~for creating application programming interfaces, called PHPMC.

~~Security~~ ITEM 4. MINE SAFETY DISCLOSURE.

WeNot ~~intend to maintain high security standards and employ an intrusion detection system~~Applicable. Our software "firewalls" will be managed and monitored continuously. Our communications are secured using secure socket layer 128-bit encryption. All incoming traffic must be authenticated before it is authorized to be passed on to the application. Once a user has been authorized, access control to specific functions within the site is performed by the application. Our access control system is highly granular and includes the granting and revocation of user permissions to functions on the site.

~~Competition~~PART II

~~There~~MARKET ~~is no assurance that we will be able to produce a product that will be competitive in the marketplace, and even if competitive that we will be able to earn a profit.~~INFORMATION

7Our common stock qualified for quotation on the OTCBB on August 24, 2012, under the symbol “SAAX”. No trades of our common stock occurred through the facilities of the OTCBB until September 20, 2012. The following table sets forth the range of the high and low bid closing per share of our common stock for each quarter as reported on the OTCBB or OTCQB, as applicable. Effective April 16, 2014, we amended our Articles of Incorporation in accordance with Article 78.207 of Chapter 78 of the Nevada Revised Statutes by increasing our issued and authorized common stock on a twelve-for-one basis (the “Stock Split”). The following table sets forth the range of the high and low bid closing per share of our common stock for each quarter as reported on the OTCBB or OTCQB, as applicable as adjusted to reflect the Stock Split.

Table of Contents

	2014*				2013*
	High		Low		High		Low
First quarter ended March 31	$	0.29	$	0.29	$	0.08	$	0.08
Second quarter ended June 30	$	0.75	$	0.30	$	0.08	$	0.08
Third quarter ended September 30	$	0.30	$	0.10	$	0.08	$	0.08
Fourth quarter ended December 31	$	0.65	$	0.08	$	0.33	$	0.29

~~INTELLECTUAL~~* For ~~PROPERTY~~the periods presented, prices represent high and low closing prices during the period.

~~SaaSMAX®~~Bid quotations entered on OTC Link and ~~WiseSaaS®~~the OTCQB reflect inter-dealer prices, without retail mark-up, ~~are~~markdown ~~registered~~or ~~U.S.~~commission ~~Trademarks~~and may not represent actual transactions.

On November 21, 2011 we applied for patent No. 61562325 - "Transaction and Auditing Systems Architecture" with the United States Patent Office. In late October 2012, we abandoned this application process as the technology is not applicable to our current technological development efforts.8

WeREGISTERED ~~have~~HOLDERS ~~registered several Internet domain~~OF ~~names~~OUR ~~related~~COMMON ~~to our business in order to protect our proprietary interests, including but not limited to SaaSMAX.com, SaasResellerNetwork.com and WiseSaaS.com.~~STOCK

~~From~~As ~~time~~of toJuly ~~time~~14, we2015, ~~may~~an ~~encounter~~aggregate ~~disputes~~of 50,018,888 ~~over~~shares ~~rights~~of ~~and~~our ~~obligations~~common ~~concerning~~stock ~~intellectual~~were ~~property.~~issued ~~Also,~~and ~~the~~outstanding ~~efforts~~and wewere ~~have~~owned ~~taken to protect our proprietary rights~~by ~~may~~approximately ~~not~~54 beregistered ~~sufficient~~holders orof ~~effective.~~record ~~Any significant impairment~~ of our ~~intellectual~~common ~~property rights could harm our business, our~~stock. The ~~brand~~foregoing ~~and~~number ~~reputation,~~of orrecord ~~our~~holders ~~ability~~does tonot ~~compete.~~include ~~Also,~~any ~~protecting~~persons ~~our~~who ~~intellectual~~hold ~~property~~their stock ~~rights~~in ~~could~~“street ~~be costly and time consuming~~name.”

~~EMPLOYEES~~DIVIDENDS

AsWe ofhave ~~March~~not declared any ~~25,~~dividends ~~2013,~~on ~~the~~our ~~Company~~common ~~does~~stock since our inception and we do not ~~have~~expect to declare any ~~employees~~dividends ~~besides~~in the ~~Chief~~foreseeable ~~Executive~~future. There ~~Officer,~~are ~~Dina~~no ~~Moskowitz~~provisions in our Articles of Incorporation or bylaws that limit our ability to pay dividends on our common stock. Chapter ~~Any~~78 ~~administrative~~of the Nevada Revised Statutes (the “NRS”), ~~marketing,~~does ~~technical,~~provide ITcertain ~~and/or~~limitations ~~software~~on ~~development~~our ~~work~~ability ~~that~~to isdeclare ~~not~~dividends. Section 78.288 ~~handled~~of byChapter 78 of the ~~CEO~~NRS isprohibits ~~outsourced~~us tofrom ~~qualified~~declaring ~~professionals~~dividends where, asafter ~~deemed~~giving ~~necessary.~~effect to the distribution of the dividend:

~~PROPERTY~~(a) we would not be able to pay our debts as they become due in the usual course of business; or

~~Our~~(b) ~~principal~~except ~~executive~~as ~~offices~~may ~~are~~be ~~temporarily located~~allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the ~~residence~~time of ~~Dina~~the ~~Moskowitz~~distribution, ~~our~~to ~~sole~~satisfy ~~Director~~the preferential rights upon dissolution of stockholders who may have preferential rights and ~~Chief~~whose ~~Executive~~preferential ~~Officer,~~rights ~~for~~are ~~which~~superior weto ~~pay~~those noreceiving ~~rent~~the distribution.

~~ITEM~~RECENT ~~1A: RISK~~SALES OF ~~FACTORS~~UNREGISTERED SECURITIES

~~RISKS RELATED TO THE BUSINESS AND FINANCIAL CONDITION~~None.

~~Investing~~ITEM ~~in our common stock is highly speculative and involves a high degree of risk~~7. ~~Any~~MANAGEMENT’S ~~potential~~DISCUSSION ~~investor~~AND ~~should~~ANALYSIS ~~carefully~~OF ~~consider~~FINANCIAL ~~the~~CONDITION ~~risks~~AND ~~and~~RESULTS ~~uncertainties described~~OF ~~below before purchasing any shares of our common stock~~OPERATION. The risks described below are those we currently believe may materially affect us. If any of them occur, our business, financial condition, operating results or cash flow could be materially harmed. As a result, the trading price of our stock could decline, and you might lose all or part of your investment. Our business, financial condition and operating results, or the value of any investment you make in the stock of our company, or both, could be adversely affected by any of the factors listed and described below. These risks and uncertainties, however, are not the only ones that we face. Additional risks and uncertainties not currently known to us, or that we currently think are immaterial, may also impair our business operations or the value of your investment.

~~There~~The isfollowing discussion ~~substantial~~and ~~doubt~~analysis asof toour ~~whether~~financial condition and results of operations should be read in conjunction with our ~~Company~~financial ~~can~~statements ~~continue~~and the related asnotes aappearing ~~going~~elsewhere ~~concern~~in this report. This discussion and analysis may contain forward-looking statements based on assumptions about our future business. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of ~~December~~certain 31factors, ~~2012~~including but not limited to those set forth under “Risk Factors” and elsewhere in this report.

WeThis ~~have~~discussion ~~generated~~presents ~~limited~~management’s analysis ~~revenues~~of ~~since~~ our ~~inception.~~ ~~For~~results ~~the year ended December 31, 2012 we have incurred a net loss~~ of ~~$478,174, have net cash used in~~ operations ~~of $249,347~~ and ~~have~~financial ancondition ~~accumulated~~as ~~deficit~~ of ~~$660,195 at December 31, 2012. Accordingly, we will have to obtain additional funding from the sale of our securities or from strategic transactions in order to fund our current level of operations~~ and ~~there can be no assurance~~for ~~that~~each ~~we will be able to raise any or all~~ of the ~~capital~~years ~~required.~~in If the ~~Company~~two-year isperiod ~~unable~~ended toDecember ~~generate sufficient cash flow from operations and/or continue to obtain financing to meet its working capital requirements~~31, ~~it may have to curtail its business sharply or cease business altogether~~2014. ~~Our business plans estimate that we will need to raise~~ The ~~additional~~discussion ~~capital~~should ~~to fund our operations and there can~~ be noread ~~assurance that we will be able to raise any or all of the capital required. These factors indicate that we may be unable to continue as a going concern, particularly~~ in ~~the~~conjunction ~~event~~with ~~that we cannot generate sufficient cash flow or raise sufficient capital to conduct~~ our ~~operations. Our~~ financial statements doand ~~not include any~~the ~~adjustments~~notes torelated ~~the~~thereto ~~value~~which ofappear ~~our~~elsewhere ~~assets~~in orthis ~~the classification of our liabilities that might result if we would be unable to continue as a going concern~~report.

~~Table~~Year End ~~of Contents~~Summary

No assurance can be given that a market for SaaSMAX will develop, or that participants, sponsors, partners or non-member advertisers will be willing to pay for the Company's services.

		Year Ended December 31,					Percentage Increase / (Decrease)
		2014			2013
Operating Expenses – Continuing Operations	$	215,855		$	165,448		30.5%
Loss from Continuing Operations		(215,855	)		(165,448	)	30.5%

Loss from Discontinued Operations		56,250			294,773		(80.9%	)
Total Loss from Discontinued Operations		56,250			294,773		(80.9%	)
Net Loss	$	(272,105	)	$	(460,221	)	(40.9%	)

~~SaaSMAX is a new and unproven business model. The success of our business model depends upon;~~Revenues

·We ~~Our~~did ~~ability~~not torecord ~~recruit~~any arevenues ~~critical~~during ~~mass~~the offiscal ~~Solution~~years ~~Providers~~ended December 31, 2014 and ~~ISV's~~2013. We do not currently have any sales or revenue history with respect to ~~join~~the Quantumcharger Technology. As such, ~~pay~~there ~~for~~is ~~and~~no ~~participate~~assurance that our business efforts in ~~our~~this ~~online~~area ~~marketplace;~~will prove to be successful.

·Operating ~~Our~~Costs ~~ability~~Continuing ~~to develop and provide a working commission provisioning tool to our members, and;~~Operations

· Our operating ~~ability~~expenses tofor ~~sell~~continuing ~~sponsorships,~~operations ~~advertising~~for ~~space~~the years ended December 31, 2014 and ~~other~~2013 ~~marketing~~are ~~programs.~~outlined in the table below:

Failure to execute on any or all of the above activities would adversely affect the results of our operations.

.		Year Ended December 31			Percentage Increase / (Decrease)
		2014		2013
Professional Fees	$	78,917	$	103,771	(24.0%	)
General and Administrative		16,289		24,177	(32.6%	)
Stock Based Compensation		120,649		37,500	221.7%
TOTAL	$	215,855	$	165,448	30.5%

NoOur ~~assurance~~operating ~~can~~expenses beincreased ~~given~~by ~~that~~$50,407 during the wefiscal ~~will~~year ~~have~~ended ~~sufficient~~December ~~funding to~~31, ~~finance~~2014 as compared to the ~~continued~~fiscal ~~development~~year ~~and~~ended December ~~completion~~31, of2013. The increase was primarily caused by a ~~SaaSMAX~~$83,149 ~~Marketplace~~increase toin ~~fulfill~~stock based ~~our~~compensation, ~~mission~~which was partially offset by a decreases of $25,052 in professional fees and ~~execute~~$7,888 ~~our~~in ~~business~~general ~~model~~and administrative expenses during the same period.

~~While~~Professional ~~the~~fees ~~SaaSMAX~~consist ~~Marketplace~~primarily ~~is already in~~of ~~operation,~~fees ~~there~~associated ~~can~~with belegal noand ~~assurance~~accounting ~~that~~fees weresulting ~~will~~from ~~be able to allocate sufficient funds to complete~~ the ~~development of additional~~filing ~~features~~requirements ~~and~~necessary ~~functionality~~for ofa ~~our~~public ~~services~~company.

WeGeneral ~~may~~and ~~elect~~administrative ~~from~~expenses ~~time~~primarily relate to ~~time~~management tofees, ~~make~~regulatory ~~changes~~expenses, ~~to our pricing~~depreciation, Internet ~~service~~services, ~~hiring~~travel, ~~and marketing decisions that could increase our expenses~~entertainment, ~~affect~~automotive ~~our revenues~~ and ~~impact~~office ~~our financial results~~expenses.

~~Because~~Stock ~~our expense levels in any given quarter are~~ based, incompensation ~~part,~~relates ~~on management's expectations regarding future revenues, if revenues are below expectations, the effect on our operating results may be magnified by our inability~~ to ~~adjust spending~~ earn-in ~~a timely manner to compensate for a shortfall in revenues.~~ ~~The~~shares ~~extent~~provided to ~~which expenses are not subsequently followed by increased revenues would harm our operating results and could seriously impair our business~~management.

If we are unable to generate sufficient cash flow from operations or are unable to obtain additional equity or debt financing, to meet our working capital requirements, we may have to curtail our business operations sharply or cease business altogether.10

WeLoss ~~have~~From noDiscontinued ~~operating history on which to evaluate our potential for future success. This makes it difficult to evaluate our future prospects and the risk of success or failure of our business.~~Operations

WeMarketing ~~began~~expenses ~~our~~consist ~~operations informally in January 2011 and your evaluation~~ of ~~our~~consulting ~~business and prospects will be based on our limited history. Consequently, our short history and~~fees ~~results~~incurred ofin ~~operations~~the ~~may~~development ~~not give you an accurate indication of our future results of operations or prospects. You must consider our business~~ and ~~prospects~~marketing ~~in light~~ of the ~~risks~~DFRS ~~and difficulties we will encounter as an early-stage company in a highly competitive market~~Products. ~~We may not be able to successfully address these risks and difficulties, which could materially harm our business and operating results.~~

9During the years ended December 31, 2014 and 2013, we recorded losses from discontinued operations of $56,250 and $294,773 respectively..

~~Table~~During the year ended December 31, 2014, the loss from discontinued operations to our operations in the diesel retrofit industry. During the year ended December 3, 2013, $273,510 of ~~Contents~~our losses form discontinued operatiosn related to our acivities in ths sofatwars as services sector and the balance of $21,263 to our operations in the diesel retrofit industry.

AsNet we grow our business, we cannot guarantee our business strategies will be successful or that our revenues will ever increase sufficiently to achieve and maintain profitability on a quarterly or annual basis. Loss

~~Our~~During ~~software~~the ~~platform~~year ~~may~~ended ~~have~~December ~~defects~~31, or2014 ~~errors~~we ~~which~~incurred ~~could~~net ~~cause~~losses ~~delays~~of in$272,105 ~~product~~compared ~~introductions~~to ~~and~~losses ~~commercial~~of ~~launch~~$460,221 ~~result~~dueing inthe ~~increased~~year ended ~~costs~~December ~~and~~3, ~~diversion~~2013, ofdue ~~development resources,~~to orthe ~~require~~factors ~~design~~discussed ~~modifications~~above.

~~Software~~LIQUIDITY ~~products~~AND ~~and~~CAPITAL services such as those offered by SaaSMAX frequently contain undetected errors or failures when first introduced or as new versions are released. Despite extensive testing, from time to time we may discover defects or errors in products. In addition, there can be no assurance that, despite testing by us and by current and potential customers, errors will not be found after commencement of commercial launch, resulting in loss of or delay in market acceptance, which could have a material adverse effect upon our business, operating results and financial condition.RESOURCES

~~Defects~~Working ~~or disruptions in the delivery of our service could diminish demand, decrease market acceptance or decrease customer satisfaction of our service and subject us to substantial liability.~~ Capital

We may, from time to time, find defects in our service and errors in our proposed service may be detected in the future. In addition, our customers may use our service in unanticipated ways that may cause a disruption in service for other customers attempting to access their data. Any errors, defects, disruptions in service or other performance problems with our proposed service could hurt our reputation and may damage our customers' businesses. If that occurs, potential customers could elect not to renew, or delay or withhold payment to us, we could lose future sales, or, customers may make warranty or other claims against us, which could result in an increase in our provision for doubtful accounts, an increase in collection cycles for accounts receivable or the expense and risk of litigation.

		At December 31, 2014			At December 31, 2013		Percentage Increase / (Decrease)
Current Assets	$	551		$	4,670		(88.2%	)
Current Liabilities		(137,505	)		(47,631	)	188.7%
Working Capital Deficit	$	(136,954	)	$	(42,961	)	218.8%

~~Interruptions~~Cash ~~or delays in service from our third-party data center hosting facilities could impair the delivery of our service and harm our business.~~ Flows

We currently intend to serve our customers from third-party data center hosting. Any damage to, or failure of, our systems generally could result in interruptions in our proposed service. We may in the future move or transfer our data and our customers' data. Despite precautions taken during this process, any unsuccessful data transfers may impair the delivery of our service. Further, any damage to, or failure of, our systems generally could result in interruptions in our proposed service. Interruptions in our proposed service may reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their subscriptions and adversely affect our renewal rates and our ability to attract new customers. Our business will also be harmed if our customers and potential customers believe our service is unreliable.

		Year ended December 31, 2014			Year ended December 31, 2013

Cash Flows (Used In) Operating Activities	$	(31,813	)	$	(204,420	)
Cash Flows (Used In) Investing Activities		-			(92,285	)
Cash Flows Provided By Financing Activities		27,694			285,000
Net (Decrease) In Cash During Year	$	(4,119	)	$	(11,705	)

IfCash ~~our~~Flows ~~security~~(Used ~~measures~~In) ~~are~~Operating breached and unauthorized access is obtained to a customer's data or our data, our proposed service may be perceived as not being secure, customers may curtail or stop using our service and we may incur significant legal and financial exposure and liabilities. Activities

~~Our~~Druing ~~proposed service involves~~ the ~~storage and~~years ~~transmission~~eneded ofDecember ~~customers' proprietary information~~31, ~~and~~2014 ~~security breaches could expose us to a risk of loss of this information, litigation~~ and ~~possible~~2013 ~~liability.~~we ~~These~~used ~~security~~cash ~~measures may be breached as a result~~ of ~~third-party action, employee error, malfeasance~~ ~~or otherwise~~$31,813 ~~during transfer of data to additional data centers or at any time,~~ and ~~result in someone obtaining unauthorized access to our data or our customers' data. Additionally~~$90, ~~third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names~~371, ~~passwords~~respectively ~~or other information~~ in ~~order~~continuing ~~to gain access to our data or our customers' data~~operations. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

10During the year ended December 31, 2014, we incurred operating losses of $272,105 which were reduced for cash flow purposes by net non cash stock compensation expense of $120,649, loss on discountinued CCAT distriburship operations of $56,250, and depreciation of $1,213 and by an increase in accounts payable and accrued expesnes of $62,180.

~~Table~~By comparison during the year ended December 31, 2013, we incurred operating losses of ~~Contents~~$460,221 which were reduced for cash flow purposes by net non cash stock compensation expsense of $37,500, loss on discountinued SAAS and CCAT distriburship operations of $294,773 and by an increase in accounts payable and accrued expenses of $37,631. We further used cash of $114,103 in our discontinued SAAS abd CCAT distriburship operations.

~~If we fail to develop strong relationships with providers of major software ecosystems, our ability to grow our business will be diminished.~~11

InCash ~~the~~Flows ~~enterprise,~~(Used ~~internet~~In) ~~and~~Investing mobile software industries, the market leaders typically adopt an open platform strategy that makes their software the center of their own "ecosystems." Many of these providers of major software ecosystems nurture relationships with Third Party ISVs and create Authorized Reseller Programs for Solution Providers. We may be perceived as a direct competitor or future direct competitor in situations where the ecosystem is already facilitating or plans to facilitate commission-based reseller programs and tools for their authorized resellers to do business directly with Third Party ISV's. There can be no assurance that the Company will be able to form relationships with the providers of major software ecosystems. As well, providers of major software ecosystems may already be exclusively collaborating with other, larger and more established distributors and online marketplaces.Activities

IfWe ~~the~~neither ~~demand~~used ~~for~~nor ~~Internet-based~~generated ~~Software-as-a-Service~~cash ~~applications~~flow from ininvetsing ~~the~~activities ~~small~~related ~~and~~to ~~medium-sized~~continuing ~~business~~operatiions ~~space~~during ~~("SMB") and in~~ the ~~small~~years ~~and medium-sized enterprise space does not continue~~ended toDecemebr ~~grow~~31, ~~our~~2014 ~~business~~or ~~will be adversely affected~~2013.

~~The~~During ~~use~~the ofyear ~~SaaS~~ended ~~Apps~~December ~~for enterprises~~31, ~~small business~~2013 ~~and~~we ~~personal~~used ~~business~~$92,285 in ~~purposes~~investing ~~has~~activities ~~been~~relating ~~growing~~to ~~at an increasing rate over~~ the ~~past~~discontinued ~~five~~SAAS ~~years~~ and isCCAT ~~projected~~distriburship ~~to continue to grow~~operations. However, no assurance can be given that any or all of these business segments will continue to adopt SaaS Apps into their business infrastructure or that they will renew their subscriptions with SaaS Apps for long periods of time.

AsCash ~~well,~~Flows ~~there~~Provided ~~can~~By beFinancing no assurance given that ISV's will continue to innovate and develop new SaaS Apps, or that the market of SaaS Apps will not experience aggressive consolidation in the future, thereby reducing the potential number of SaaS Apps available to participate in SaaSMAX.Activities

~~Weakened~~Druing ~~global~~the ~~economic~~years ~~conditions~~ending ~~may~~December ~~adversely~~31, ~~affect~~2014 ~~our~~and 2013, net cash provided by ~~industry~~financing activities totaled $27,694 ~~business~~and $285,000 respectively. In the year ended December 31, 2014 we received all $27,694 by way of loan form related party. By comparison during the year ended December 31, 2013, we received $150,000 form the sale of shares of commons stock, $10,00 by way of loan from related party and ~~results~~$125,000 by way of financing related to the discontinued SAAS and CCAT distriburship operations.

Our ~~overall~~plan ~~performance~~of ~~will~~operation ~~depend,~~calls ~~in part, on worldwide economic conditions. The United States and other key international economies have been impacted by falling demand~~ for aus ~~variety of goods and services, restricted credit, going concern threats~~ to ~~major~~spend ~~multinational~~significantly ~~companies~~more ~~and~~than ~~medium and small~~our ~~businesses,~~current ~~poor~~capital ~~liquidity,~~resources ~~reduced~~or ~~corporate profitability, volatility in credit, equity and foreign exchange markets and bankruptcies. These conditions affect~~ the ~~rate~~amount of ~~information~~financing ~~technology~~that ~~spending~~we ~~and~~have ~~could~~been ~~adversely~~able ~~affect our customers' ability or willingness~~to obtain to ~~purchase~~date. ~~our~~Any ~~proposed~~substantial ~~enterprise~~financing ~~cloud~~that ~~computing~~we ~~application~~are ~~service,~~able ~~delay~~to ~~prospective~~obtain ~~customers' purchasing decisions, reduce~~is ~~the~~expected ~~value~~to orbe ~~duration~~in ofthe ~~their~~form ~~subscription contracts, or affect renewal rates, all~~ of ~~which~~equity ~~could adversely affect our operating results~~financing.

IfCritical weAccounting ~~experience significant fluctuations in our rate of anticipated growth and fail to balance our expenses with our revenue forecasts, our results could be harmed.~~ Policies

~~Due~~The topreparation ~~our~~of ~~evolving~~financial statements ~~business~~in ~~model,~~conformity ~~the~~with ~~unpredictability of~~United ~~new~~States ~~markets~~generally ~~that~~accepted weaccounting principles ~~intend~~requires our management to ~~enter~~make estimates and assumptions that affect the ~~unpredictability~~reported amount of ~~future~~assets ~~general~~and ~~economic~~liabilities and ~~financial~~disclosure ~~market conditions, we~~of ~~may~~contingent ~~not~~assets beand ~~able~~liabilities toat ~~accurately~~the ~~forecast~~date ~~our rate~~ of ~~growth.~~the Wefinancial ~~plan~~statements ~~our expense levels~~ and the ~~investment~~reported onamounts ~~estimates~~ of ~~future~~revenues ~~revenue~~ and ~~future~~expenses ~~anticipated~~during ~~rate~~the ofreporting ~~growth~~period. Actual Asresults acould ~~result,~~differ wefrom ~~expect~~those ~~that~~estimates. ~~our~~Our ~~revenues,~~management ~~operating~~routinely makes ~~results~~judgments and ~~cash~~estimates ~~flows~~about ~~may~~the ~~fluctuate significantly~~effects onof amatters ~~quarterly~~that ~~basis~~are inherently uncertain.

11We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are also disclosed in the notes to our audited consolidated financial statements for the period ended December 31, 2013 included in this Annual Report on Form 10-K. The following is a review of the more critical accounting policies used by us:

~~Table~~Going ~~of Contents~~concern

As of December 31, 2014, we had current assets of $551, comprising of cash, and current liabilities of $137,505, resulting in a working capital deficit of $136,954. We ~~may~~had neither the funds nor an established profitable business to finance payment of our liabilities in the normal course of business or our ongoing business plan. Our business plan requires that we raise additional capital to fund our operations throughout 2015 and there can be no assurance that we will be able to raise any or all of the ~~future~~capital required. We have generated no revenue from our operations and have incurred a net loss of $272,105 and net cash used in operating activities of $31,813 during the year ended December 31, 2014. We will have to obtain additional funding from the sale of our securities, the sale of debt instruments or from strategic transactions in order to fund our current level of operations and there can be ~~sued~~no byassurance ~~third~~that ~~parties~~we ~~for~~will ~~alleged~~be ~~infringement~~able to raise any or all of ~~their~~the ~~proprietary~~capital ~~rights~~required. If the Company is unable to generate sufficient cash flow from operations and, or, continue to obtain financing to meet its working capital requirements, it may have to curtail its business sharply or cease business altogether.

The ~~software~~accompanying ~~and Internet industries are characterized~~financial bystatements ~~the~~have ~~existence~~been ofprepared aassuming ~~large~~that ~~number~~the ofCompany ~~patents,~~will ~~trademarks~~continue ~~and~~as ~~copyrights and by frequent litigation based on allegations of infringement~~a orgoing ~~other~~concern ~~violations of intellectual property rights. We may receive in the future communications from third parties claiming~~ that we ~~have~~contemplates ~~infringed~~ the ~~intellectual~~realization ~~property rights~~ of ~~others.~~assets Weand ~~may in~~ the ~~future be, sued by third parties for alleged infringement~~satisfaction of ~~their~~liabilities ~~proprietary~~in ~~rights.~~the ~~Our~~normal ~~technologies~~course ~~may not be able to withstand any third-party claims against their use. The outcome~~ of ~~any litigation is inherently uncertain~~business. ~~Any intellectual property claims~~However, ~~whether~~the ~~with~~ability orof ~~without merit, could be time-consuming~~the ~~and~~Company ~~expensive~~ to ~~resolve,~~continue ~~could~~as ~~divert~~a ~~management~~going ~~attention~~concern ~~from~~on ~~executing~~a ~~our business plan and could require us to change our technology, change our business practices and/or pay monetary damages or enter into short~~longer- ~~or long-~~term ~~royalty~~basis orwill ~~licensing~~be ~~agreements~~dependent ~~which~~upon ~~may not be available in~~ the ~~future~~ability ~~at the same terms or at all. In addition, many of our subscription agreements require us~~ to ~~indemnify~~generate ~~our~~sufficient ~~customers~~cash ~~for~~flow ~~third-party~~from ~~intellectual~~operations ~~property infringement claims, which would increase the cost~~ to usmeet ofits anobligations ~~adverse ruling~~ on ~~such~~ a ~~claim.~~timely ~~Any~~basis, ~~adverse~~the ~~determination~~ability ~~related~~ to ~~intellectual~~successfully ~~property~~raise ~~claims or litigation could prevent~~additional usfinancing, ~~from~~and ~~offering~~the ~~our~~ability ~~service~~ to ~~others,~~ultimately orattain ~~could otherwise adversely affect our operating results or cash flows or both in a particular quarter~~profitability.

~~We rely on third-party computer hardware and software that may be difficult to replace or which could cause errors or failures of our service.~~ 12

WeDevelopment ~~will rely on computer hardware purchased~~stage or leased and software licensed from third parties in order to offer our proposed service, including database software from Oracle Corporation and an open source content management system. This hardware and software may not continue to be available at reasonable prices or on commercially reasonable terms, or at all. Any loss of the right to use any of this hardware or software could significantly increase our expenses and otherwise result in delays in the provisioning of our service until equivalent technology is either developed by us, or, if available, is identified, obtained and integrated, which could harm our business. Any errors or defects in third-party hardware or software could result in errors or a failure of our service which could harm our business. company

~~Supporting~~In aJune ~~growing~~2014, the ~~customer~~Financial ~~base~~Accounting ~~could~~Standards ~~strain~~Board ~~our~~("FASB") ~~personnel~~issued update ASU 2014-10, “Development Stage Entities (Topic 915)”. Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and ~~corporate~~other ~~infrastructure~~reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and ifshareholders’ weequity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective ~~unable~~for toannual ~~scale~~reporting ~~our~~periods ~~operations~~beginning after December 31, 2014 and interim ~~increase~~reporting ~~productivity~~periods beginning after December 15, we2015, ~~may~~however ~~not~~entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be ~~able~~issued. The Company has elected to ~~successfully~~early adopt these amendments and accordingly have not labeled the ~~implement~~financial ~~our~~statements ~~business~~as ~~plan.~~those of a development stage entity and have not presented inception-to-date information on the accompanying financial statements.

~~Our~~Cash current Management and human resources infrastructure is comprised of our CEO and several outsourced consultants. Our success will depend, in part, upon the ability of our Management to manage our proposed business effectively. To do so, we will need to hire, train and manage new employees as needed. To manage the expected domestic growth of our operations and personnel, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. If we fail to successfully scale our operations and increase productivity, we will be unable to execute our business plan.

~~Our~~For ~~business~~purposes ~~could~~of bethe ~~adversely~~balance ~~affected~~sheet ifand statement ~~our~~of ~~customers~~cash ~~are not~~flows, ~~satisfied~~the ~~with~~Company ~~the~~considers ~~SaaS~~all ~~Apps~~highly ~~they~~liquid ~~purchase~~debt instruments ~~through~~purchased uswith oran ~~the~~original ~~implementation~~maturity ~~and~~of ~~customization~~three ~~services~~months ~~provided~~or byless ~~our~~to ~~member~~be ~~Service~~cash ~~Providers~~equivalents.

~~Our~~Fair ~~business~~value will depend on our ability to satisfy our potential customers. If a customer is not satisfied with the quality of the SaaS App they may purchase through SaaSMAX or our member Service Providers, and/or if they are not satisfied with the work performed a Service Providers identified through SaaSMAX, the customer's dissatisfaction could damage our ability to obtain additional or future orders from that customer. In addition, potential negative publicity related to our customer relationships, regardless of its accuracy, may further damage our business by affecting our ability to compete for new business with prospective customers.estimates

12Pursuant to the Accounting Standards Codification (“ASC”) No. 820, “Disclosures About Fair Value of Financial Instruments”, the Company records its financial assets and liabilities at fair value. ASC No. 820 provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. ASC No. 820 establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

~~Table~~Level of1 ~~Contents~~- Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

WeLevel ~~are~~2 ~~dependent~~- onInputs ~~our~~(other ~~CEO~~than ~~and~~quoted ~~outsourced~~prices ~~consultants,~~included ~~and~~in ~~the loss~~Level of1) ~~one~~are either directly or ~~more~~indirectly ofobservable ~~these~~for ~~individuals~~the ~~could~~asset ~~harm~~or ~~our~~liability ~~business~~through ~~and~~correlation ~~prevent~~with usmarket ~~from~~data ~~implementing~~at ~~our~~the ~~business~~measurement ~~plan~~date inand afor ~~timely manner.~~the duration of the asset/liability’s anticipated life.

~~Our~~Level ~~success~~3 ~~depends~~- ~~substantially~~Inputs ~~upon~~reflect ~~the continued~~management’s ~~services~~best ofestimate ~~our executive officers and other key members~~ of ~~management,~~what ~~particularly~~market ~~our~~participants ~~Chief~~would ~~Executive~~use ~~Officer and~~in ~~Chief~~pricing ~~Financial~~the ~~Officer,~~asset ~~Dina~~or ~~Moskowitz.~~liability Weat dothe ~~not~~measurement ~~have an employment agreement with our Ms~~date. ~~Moskowitz~~Consideration ~~and,~~is ~~therefore,~~given ~~she~~to ~~could~~the ~~terminate~~risk ~~her~~inherent ~~employment~~in ~~with~~the usvaluation attechnique ~~any time. We do not maintain key person life insurance policies on Ms. Moskowitz~~ and the ~~loss~~risk ofinherent ~~her~~in ~~services~~the ~~could~~inputs ~~seriously~~to ~~harm~~the ~~our business~~model.

~~Our~~The ~~ability~~fair tovalue ~~grow~~of ~~our~~a ~~business~~financial instrument ~~may~~is ~~depend~~the onamount ~~developing~~for awhich ~~positive~~the instrument could be exchanged in a ~~brand~~current ~~reputation~~transaction between willing parties. Cash, accounts payable and ~~member~~loan payable- ~~loyalty~~related party approximate fair value because of the short maturity of these instruments. The Company currently has no other financial assets or liabilities that are measured at fair value.

~~Establishing and maintaining a positive brand~~The ~~reputation~~Company’s ~~and~~non-financial ~~nurturing member loyalty is critical to attracting new resellers~~assets, ~~ISVs~~which ~~and~~consist ~~end-user~~of ~~purchasers.~~Patent WeTechnology ~~expect~~(see toNote ~~expend~~5), ~~reasonable~~are ~~but~~not ~~limited~~required ~~resources~~ to ~~develop,~~be ~~maintain~~measured ~~and~~at ~~enhance~~fair ~~our~~value ~~brand~~on ina ~~the~~recurring ~~near future~~basis. ~~In addition~~However, ~~nurturing member loyalty~~if ~~will~~certain ~~depend~~triggering onevents ~~our~~occur, ~~ability~~or toif ~~provide~~an aannual ~~high-quality~~impairment ~~user~~test ~~experience~~is required and ~~ensure~~the ~~that~~Company ~~our~~is ~~ISV~~required ~~members include best-of-breed SMB apps that offer worthwhile commission incentives~~ to ~~our~~evaluate ~~Reseller~~the ~~members,~~non-financial ~~which~~asset wefor ~~may not do successfully. If we are unable to~~impairment, ~~maintain~~a ~~and~~resulting ~~enhance~~asset ~~our~~impairment ~~brand~~would ~~reputation~~require ~~and~~that ~~member~~the ~~participation,~~non-financial ~~our~~asset ~~ability to attract new marketplace participants or convert~~be ~~new~~recorded ~~sponsors~~at ~~and~~the ~~advertisers~~fair ~~will be harmed~~value.

~~There~~Stock-based can be no assurance that we will be able to compete against the numerous direct, indirect and partial competitors, many of which have valuable industry relationships and access to greater resources than we do.compensation

~~The~~Stock ~~numerous~~based ~~types~~compensation ofexpense is ~~direct~~recorded orfor ~~indirect~~stock ~~competitors that~~and ~~exist~~stock inoptions ~~the~~awarded ~~market~~in ~~today~~return ~~include~~for ~~but~~services rendered. ~~may~~The ~~not~~expense beis ~~limited~~measured ~~to:~~at ~~ecosystem~~the ~~marketplaces~~grant-date ~~such~~fair asvalue ~~Google~~of ~~Apps~~the ~~Marketplace;~~award ~~enterprise~~and ~~software~~recognized ~~distributors who are now offering SaaS marketplaces, such~~ as ~~Ingram~~compensation ~~Micro;~~expense ~~unaffiliated~~on ~~online~~a ~~SaaS~~straight-line ~~marketplaces~~basis ~~such as~~over ~~GetApp.com;~~the ~~affiliate programs~~service period, ~~such~~which asis ~~Commission~~the ~~Junction;~~vesting ~~and ISV in-house channel partner/reseller programs~~period. ~~There~~The ~~can~~Company ~~be no~~estimates ~~assurance~~forfeitures that weit expects will beoccur ~~able~~and torecords ~~produce~~expense abased ~~product~~upon ~~that will be competitive in~~ the ~~marketplace,~~number ~~and~~of ~~even~~awards ~~if competitive that~~expected ~~we will be able~~ to ~~earn a profit~~vest.

~~Our reliance upon third party providers to develop our Services, add new functionality and manage technical issues could result in delays to our commercial launch and customer service.~~ 13

~~The~~Net ~~Company's~~loss ~~outsourced~~per ~~software~~common developers and other consultants participate in non-related projects, employment and/or consulting arrangements. Should our outsourced software developers or other consultants be unable to execute their portion of the development effort or their responsibilities, the activities of SaaSMAX or any of its future planned software functionality could be delayed until a replacement(s) is found. share

13Net loss per common share is computed pursuant to ASC No. 260 “Earnings Per Share”. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Our Basic and Diluted Loss per share were identical in both the twelve months ended December 31, 2013 and 2013 as we incurred losses in both years and the inclusion of any potentially dilutive shares would have had an anti-dilutive effect on our loss per share calculation

~~Table~~Recently ofissued ~~Contents~~accounting pronouncements

~~Investors~~We ~~may~~have reviewed ~~lose~~all ~~their~~recently ~~entire~~issued, ~~investment~~but ifnot weyet ~~fail~~effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to ~~reach~~cause a material impact on our financial condition or the results ~~profitability~~of our operations.

WeOff-Balance ~~commenced~~Sheet business in January 2011. We have no demonstrable operations record from which you can evaluate the business and its prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. We cannot guarantee that we will be successful in accomplishing our objectives. To date, we have incurred losses and will continue to do so in the foreseeable future. Investors should therefore be aware that they may lose their entire investment in the securities. Arrangements

InWe ~~order~~have tono significant ~~execute~~off-balance ~~our~~sheet ~~business~~arrangements ~~plan,~~that wehave ~~may~~or ~~need~~are reasonably likely to ~~raise~~have ~~additional capital.~~a Ifcurrent weor ~~are~~future ~~unable~~effect toon ~~raise~~our ~~additional~~financial ~~capital~~condition, wechanges ~~may~~in financial ~~not~~condition, berevenues ~~able~~or toexpenses, ~~achieve~~results ~~our~~of ~~business~~operations, ~~plan~~liquidity, capital ~~and~~expenditures ~~you~~or ~~could~~capital ~~lose~~resources ~~your investment~~that is material to stockholders.

We will need to raise additional funds through public or private debt or equity financings as well as obtain credit from vendors to be able to fully execute our business plan. Any additional capital raised through the sale of equity may dilute your ownership interest. We may not be able to raise additional funds on favorable terms, or at all. If we are unable to obtain additional funds or credit from our vendors, we will be unable to execute our business plan and you could lose your investment.14

WeITEM ~~have~~8. ~~limited~~FINANCIAL ~~protection~~STATEMENTS ofAND ~~our~~SUPPLEMENTARY ~~intellectual property~~DATA.

~~Our~~1. ~~business~~Report ~~prospects~~of doIndependent ~~not~~Registered ~~rely~~Public ~~upon~~Accounting ~~company-owned patented~~Firm; ~~technologies~~2. ~~Our~~Consolidated ~~business~~Balance ~~prospects~~Sheets ~~will~~as ~~depend~~of ~~largely~~December on31, ~~our~~2014 ~~ability~~and to2013; ~~develop~~3. aConsolidated ~~critical~~Statements ~~mass~~ of ~~participants~~Operations in for the ~~SaaSMAX~~years ~~online~~ended ~~business-to-business~~December ~~marketplace~~31, as2014 ~~well as our ability to successfully develop~~ and ~~provide~~2013. to4. ~~our~~Consolidated ~~members a~~Statement ~~commission~~of ~~provisioning~~Changes ~~SaaSMAX~~Stockholders’ ~~software~~Equity ~~tool.~~(Deficit) ~~There~~for ~~can~~the beyears noended ~~assurance~~December ~~that~~31, we2014 ~~will~~and be2013.; ~~able~~5. toConsolidated ~~adequately~~Statements ~~protect~~of ~~our~~Cash ~~trade secrets.~~Flows Infor the ~~event~~years ~~competitors~~ended ~~independently~~December ~~develop or otherwise obtain access to our know-how~~31, ~~concepts~~2014 orand ~~trade~~2013 ~~secrets, we~~6. ~~may~~Notes beto ~~adversely~~Consolidated ~~affected~~Financial Statements.

~~RISKS RELATED TO COMMON STOCK~~15

~~There~~Board isof ~~currently~~Directors Nouveau noVentures ~~trading~~Inc. (formerly ~~market for our common stock~~SaaSMAX, ~~and~~Inc.) ~~liquidity~~ La ofCrescenta, ~~shares~~CA, ~~of our common stock is limited.~~ 91214

~~Even~~We ~~though~~have ~~our~~audited ~~common shares are currently listed on~~ the ~~Over~~accompanying ~~the~~balance ~~Counter~~sheets ~~Bulletin~~of ~~Board~~Nouveau Ventures inInc. ~~the~~(formerly ~~United~~SaaSMAX, ~~States~~Inc) ~~under~~as ~~the~~of ~~symbol~~December ~~"SAAX" since June 22~~31, ~~2012, there~~ ~~has~~ 2014 ~~been~~and ~~very~~2013, ~~little~~and ~~sales~~the orrelated ~~purchases~~statement of ~~our~~operations, ~~common~~changes ~~shares reported. Failure to develop or maintain a liquid trading market could~~in ~~negatively affect our common share~~ stockholders's ~~value~~equity (deficit) and ~~make~~cash itflows ~~difficult or impossible~~ for ~~you~~the toyears ~~sell~~then ~~your shares~~ended. ~~Even if a liquid market~~These ~~for~~ financial ~~common~~statements ~~shares~~are ~~does develop,~~ the ~~market~~responsibility ~~price~~of ~~may~~the beCompany's ~~highly volatile~~management. InOur responsibility ~~addition~~is to ~~the~~express ~~uncertainties~~an ~~relating~~opinion toon ~~future~~these ~~operating performance and the profitability of operations, factors such as variations in interim~~ financial ~~results~~statements orbased ~~various, as yet unpredictable,~~on ~~factors, many of which are beyond~~ our ~~control, may have a negative effect on the market price of our common shares~~audit.

14We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~Table~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ~~Contents~~Nouveau Ventures Inc. (formerly SaaSMAX, Inc) as of December 31, 2014 and 2013, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

IfThe weaccompanying ~~fail~~financial tostatements ~~remain~~have ~~current~~been onprepared ~~our~~assuming that ~~reporting~~the ~~requirements,~~Company ~~we could~~will becontinue ~~removed~~as ~~from~~a going concern. As discussed in Note 1 to the ~~OTC~~financial ~~Bulletin~~statements ~~Board~~the Company has suffered losses and negative cash flow from operations which ~~would~~raises ~~limit~~substantial ~~the~~doubt about its ability ofto ~~broker-dealers~~continue as a going concern. Management's plans in regard to ~~sell~~these ~~our~~matters ~~securities~~are also described in ~~the~~Note ~~secondary~~1. The financial statements do not include any adjustments ~~market~~ that might result from the outcome of this uncertainty.

~~Companies~~Cutler ~~trading on the Over the Counter Bulletin~~& ~~Board~~ Co., ~~such as we, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current~~LLC in Wheat ~~their reports under Section 13~~Ridge, ~~in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain~~ ~~current~~ formerly ~~on our reporting requirements~~Arvada, ~~the market liquidity for our securities could be severely adversely affected by limiting~~Colorado ~~the~~ July ~~ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. In addition~~30, ~~we may be unable to get relisted on the OTC Bulletin Board, which may have an adverse material effect on the Company.~~2015

We9605 doWest ~~not~~49th ~~expect~~Ave. toSuite ~~pay~~200 ~~dividends~~Wheat inRidge, ~~the~~Colorado ~~future;~~80033 ~~any~~~ ~~return~~Phone ~~on investment~~303-968-3281 ~~may~~~ beFax ~~limited~~303-456-7488 to~ ~~the value of our common stock~~www.cutlercpas.com

We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.16

~~Our~~NOUVEAU ~~board~~VENTURES, ~~of directors has the authority to issue up to 20 million shares of "blank check" preferred stock~~INC. ~~The~~(Formerly ~~issuance~~SaaSMAX, ~~of any preferred stock may adversely affect the holders of common stock~~INC.)CONSOLIDATED BALANCE SHEETS

Our Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of our authorized preferred stock, there can be no assurance that the Company will not do so in the future.

		December 31, 2014			December 31, 2013

ASSETS

Current assets:
Cash	$	551		$	4,670
Total current assets		551			4,670

Distributor agreement, net		-			56,250
Patent technology		58,787			-

Total assets	$	59,338		$	60,920

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable and accrued expenses	$	99,810		$	37,631
Loan payable - related party		37,695			10,000
Total current liabilities		137,505			47,631

Total liabilities		137,505			47,631

Commitments and contingencies

Stockholders' equity (deficit)
Preferred stock, $0.001 par value; 20,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, $0.001 par value; 1,200,000,000 shares authorized; 50,018,888 and 58,818,888 shares issued and outstanding as of December 31, 2014 and 2013, respectively		50,019			58,819
Additional paid-in capital		1,264,335			1,074,886
Accumulated deficit		(1,392,521	)		(1,120,416	)
Total stockholders' equity (deficit)		(78,167	)		13,289

Total liabilities and stockholders' equity (deficit)	$	59,338		$	60,920

~~Our~~The ~~shares~~accompanying footnotes are ~~subject~~an tointregral ~~the~~part ~~U.S. "Penny Stock" Rules and investors who purchase our shares may have difficulty re-selling their shares as the liquidity~~ of ~~the market for our shares~~these ~~may~~ consolidated befinancial ~~adversely~~statements ~~affected by the impact of the "Penny Stock" Rules.~~

Our stock is subject to U.S. "Penny Stock" rules, which may make the stock more difficult to trade on the open market. Our common shares are not currently traded on the OTCBB, but it is the Company's plan that the common shares be quoted on the OTCBB. A "penny stock" is generally defined by regulations of the U.S. Securities and Exchange Commission ("SEC") as an equity security with a market price of less than US$5.00 per share. However, an equity security with a market price under US$5.00 will not be considered a penny stock if it fits within any of the following exceptions:17

~~(i)~~NOUVEAU ~~the~~VENTURES, ~~equity~~INC.(formerly ~~security~~SaaSMAX, isINC.)CONSOLIDATED ~~listed~~STATEMENTS onOF ~~NASDAQ or a national securities exchange;~~OPERATIONS

(ii) the issuer of the equity security has been in continuous operation for less than three years, and either has (a) net tangible assets of at least US$5,000,000, or (b) average annual revenue of at least US$6,000,000; or

		Year ended December 31,
		2014			2013

Revenues	$	-		$	-

Operating expenses
Professional fees		78,917			103,771
General and administrative		16,289			24,177
Stock based compensation		120,649			37,500
Total operating expenses		215,855			165,448

Net loss from continuing operations		(215,855	)		(165,448	)

Discontinued operations:
Loss from discontinued software as services operations (including $0 from gain on disposal)		-			(273,510	)
Loss from discontinued CCAT distributorship operations (including $0 from gain on disposal)		(56,250	)		(21,263	)
Total discontinued operations		(56,250	)		(294,773	)

Net loss	$	(272,105	)	$	(460,221	)

Net loss per share - Basic and fully diluted
From continuing operations		(0.01	)	$	(0.00	)
From discontinued operations		(0.01	)		(0.01	)
Net loss per share - basic and fully diluted		(0.01	)	$	(0.01	)

Weighted average number of common
shares outstanding - basic and fully diluted		51,492,861			51,818,888

~~(iii)~~The ~~the~~accompanying ~~issuer~~footnotes ofare ~~the~~an ~~equity~~intregral ~~security has~~part ~~been in continuous operation for more than three years, and has net tangible assets~~ of atthese consolidated ~~least~~financial ~~US$2,000,000.~~statements

~~Our common stock does not currently fit into any of the above exceptions.~~18

IfNOUVEAU anVENTURES ~~investor buys or sells a penny stock, SEC regulations require that the investor receive, prior to the transaction, a disclosure explaining the penny stock market and associated risks~~INC.CONSOLIDATED ~~Furthermore,~~STATEMENT ~~trading~~OF ~~in our common stock will be subject to Rule 15g-9 of the Exchange Act, which relates to~~CHANGES ~~non-NASDAQ~~ IN and non-exchange listed securities. Under this rule, broker/dealers who recommend our securities to persons other than established customers and accredited investors must make a special written suitability determination for the purchaser and receive the purchaserSTOCKHOLDERS's ~~written~~EQUITY ~~agreement~~(DEFICIT)For to a transaction prior to sale. Securities are exempt from this rule if their market price is at least $5.00 per share. Since our common stock is currently deemed penny stock regulations, it may tend to reduce market liquidity of our common stock, because they limit the ~~broker/dealers'~~Years ~~ability~~Ended toDecember ~~trade~~31, ~~and~~204 ~~a purchaser's ability to sell, the stock in the~~and ~~secondary market.~~ 2013

																Accumulated
																Deficit
							Additional			Deferred						During
	Common Stock						Paid-In			Comp.			Founders'			Development
	Shares (1)			Amount (1)			Capital (1)			Expense			Receivable			Stage			Total

Balance, December 31, 2012	53,156,448		$	53,156		$	652,365		$	(8,491	)	$	(36,000	)	$	(660,195	)	$	835

Debt discount related to beneficial conversion feature	-			-			27,739			-			-			-			27,739
Earned compensation expense - vested options	-			-			-			5,660			-			-			5,660
Cancellation of common stock for sale of subsidiary - July 2013	(25,880,448	)		(25,880	)		(1,052,472	)		-			-			-			(1,078,352	)
Capital contribution related to sale of Subsidiary to related party	-			-			1,086,797			-			-			-			1,086,797
Sale of Subsidiary equity accounts to related party - July 2013	-			-			(33,000	)		2,831			36,000			-			5,831
Issuance of common stock for Distributor Agreement - July 2013	300,000			300			12,200			-			-			-			12,500
Issuance of common stock for conversion of debt - July 2013	9,642,888			9,643			215,357			-			-			-			225,000
Issuance of common stock for management agreement - July 2013	18,000,000			18,000			732,000			-			-			-			750,000
Deferred compensation	-			-			(750,000	)		-			-			-			(750,000	)
Proceeds from issuance of common stock for cash -August 2013	2,400,000			2,400			97,600			-			-			-			100,000
Issuance of common stock for Payment of Promissory Note -August 2013	1,200,000			1,200			48,800			-			-			-			50,000
Stock based compensation	-			-			37,500			-			-			-			37,500
Net loss																(460,221	)		(460,221	)
Balance, December 31, 2013	58,818,888			58,819			1,074,886			-			-			(1,120,416	)		13,289

Cancellation of earn-out shares	(9,000,000	)		(9,000	)		9,000			-			-			-			-
Stock based compensation	-			-			139,399			-			-			-			139,399
Issuance of stock for Technology Acquisition Agreement	200,000			200			59,800			-			-			-			60,000
Gain on cancellation of earn-out shares	-			-			(18,750	)		-			-			-			(18,750	)
Net loss	-			-			-			-			-			(272,105	)		(272,105	)
Balance, December 31,2014	50,018,888		$	50,019		$	1,264,335		$	-		$	-		$	(1,392,521	)	$	(78,167	)

~~Table~~(1) ofAs ~~Contents~~retrospectively restated for the 1:12 forward split completed effective April 16, 2014.

~~The~~ ~~low price of our common stock has a negative effect on the amount and percentage of transaction costs paid by individual shareholders.~~ The ~~low~~accompanying ~~price~~footnotes ~~of our common stock also limits our ability to raise additional capital by issuing additional shares. There~~ are ~~several~~an ~~reasons~~intregral ~~for~~part ~~these effects. First, the internal policies~~ of ~~certain institutional investors prohibit the purchase of low-priced stocks. Second, many brokerage houses~~these do consolidated ~~not~~financial permit low-priced stocks to be used as collateral for margin accounts or to be purchased on margin. Third, some brokerage house policies and practices tend to discourage individual brokers from dealing in low-priced stocks. Finally, broker's commissions on low-priced stocks usually represent a higher percentage of the stock price than commissions on higher priced stocks. As a result, the Company's shareholders may pay transaction costs that are a higher percentage of their total share value than if our share price were substantially higher.statements

~~ITEM 1B. UNRESOLVED STAFF COMMENTS~~19

~~Not~~NOUVEAU ~~applicable~~VENTURES, INC.(formerly SaaSMAX, INC.)CONSOLIDATED STATEMENTS OF CASH FLOWS

ITEM 2. DESCRIPTION OF PROPERTIES

		Year ended December 31,
		2014			2013

Cash flows from operating activities
Net loss	$	(272,105	)	$	(460,221	)
Loss from discontinued software as services operations		-			273,510
Loss from discontinued CCAT distributorship operations		56,250			21,263
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		139,399			37,500
Gain on cancellation of earn-out shares		(18,750	)		-
Depreciation and amortization		1,213
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		62,180			37,631
Net cash used in operating activities - continuing operations		(31,813	)		(90,317	)
Net cash used in operating activities - discontinued operations		-			(114,103	)
Net cash used in operating activities		(31,813	)		(204,420	)

Cash flows from investing activities
Purchase of distribution agreement		-			-
Net cash used in investing activities - continuing operations		-			-
Net cash used in investing activities - discontinued operations		-			(92,285	)
Net cash used in investing activities		-			(92,285	)

Cash flows from financing activities
Proceeds from loan payable - related party		27,694			10,000
Proceeds from sale of common stock		-			150,000
Net cash provided by financing activities - continuing operations		-			160,000
Net cash provided by financing activities - discontinued operations		-			125,000
Net cash provided by financing activities		27,694			285,000

Net increase (decrease) in cash		(4,119	)		(11,705	)

Cash, beginning of period		4,670			16,375

Cash, end of period	$	551		$	4,670

Supplemental disclosure of cash flow information
Interest paid	$	-		$	-
Income taxes apid	$	-		$	-

Supplemental disclosure of noncash investing and financing activities:
Net liabilities on transfer of Sunsidiary	$	-		$	8,445
Issue stock for Distribution Agreement Agree	$	-		$	12,500
Issue stock for Technology Acquisition Agreement	$	60,000		$	-
Issue asset for stock	$	-		$	-
Cancellation of shares of common stock	$	9,000		$	1,078,352
Issuance of stock for conversion of debt	$	-		$	127,739

~~Our~~The ~~principal~~accompanying ~~executive~~footnotes ~~offices~~ are ~~temporarily located~~an atintregral ~~the~~part ~~residence~~ of ~~Dina~~these consolidated ~~Moskowitz,~~financial ~~our~~statements ~~sole Director and Chief Executive Officer, for which we pay no rent.~~

~~ITEM 3. LEGAL PROCEEDINGS~~20

WeNOUVEAU ~~are~~VENTURES ~~not a party to any material legal proceedings~~INC. We(formerly ~~are~~SaasMAX ~~not~~Inc.) ~~aware~~ Notes ofto ~~any~~Audited ~~pending~~Financial orStatements ~~threatened litigation against us that we expect will have a material adverse effect on our business,~~ ~~financial~~For ~~condition,~~the ~~liquidity,~~Years orEnded ~~operating~~December ~~results. However~~31, ~~legal~~2014 ~~claims are inherently uncertain,~~ and we2013 ~~cannot assure you that we will not be adversely affected in the future by legal proceedings.~~

~~ITEM~~NOTE 4.1 ~~MINE~~– ~~SAFETY~~NATURE ~~DISCLOSURE~~OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

~~Not~~Nouveau Ventures ~~applicable~~Inc. (“Nouveau”, the “Company”, “we”, “us” or “our”) was incorporated on January 19, 2011 (“Inception”) in the State of Nevada under the name SaaSMAX, Inc (“SaaSMAX”).

~~PART~~Effective II September 8, 2014, SaaSMAX changed its name to Nouveau Ventures Inc.

~~ITEM~~From Inception 5through the end of June 2013, the Company developed and launched an online global business-to-business marketplace for software-as-a-service (“SAAS”) providers, resellers and users. ~~MARKET~~On ~~FOR~~July ~~COMMON~~1, ~~EQUITY~~2013, ~~RELATED~~the ~~STOCKHOLDER~~Company transferred ~~MATTERS~~all ~~AND~~of ~~ISSUER~~its ~~PURCHASES~~assets OFand ~~EQUITY~~business ~~SECURITIES~~operations to SaaSMAX Corp. (“Corp”), the Company’s then wholly-owned subsidiary, in exchange for Corp assuming all of the Company’s indebtedness at that date, other than Convertible Notes totaling $225,000. On July 10, 2013, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Dina Moskowitz, the Company’s sole Executive Officer and Director whereby Ms. Moskowitz cancelled 25,880,448 of her common shares of the Company, in consideration for her acquisition of all of the issued and outstanding common shares of Corp. See further discussion in Note 2 – Discontinued Operations.

~~Our~~Effective ~~common~~July, ~~stock qualified for quotation on the OTCBB on August~~9, 24 2013, ~~2012,~~we ~~under~~decided ~~the~~to ~~symbol~~shift ~~“SAAX”. No trades of~~ our ~~common~~business ~~stock~~operations ~~occurred~~to ~~through~~ the ~~facilities~~marketing, ofselling ~~the OTCBB until~~and ~~September~~ distribution ~~20, 2012. The following table sets forth the range~~ of ~~the~~a ~~high~~propane ~~and~~diesel ~~low~~dual ~~bid~~fuel ~~prices~~retrofit ~~per~~system ~~share of our common stock for each quarter~~ (or“DFRS ~~portion thereof~~Products”) ~~as reported on the OTCBB or OTCQB, as applicable, beginning on September 20, 2012. These quotations~~ ~~represent~~ owned ~~interdealer~~by ~~prices,~~California ~~without~~Clean ~~retail~~Air ~~markup~~Technologies, ~~markdown or commission~~LLC, ~~and may not represent actual transactions. There currently is no liquid trading market for our common stock. There can be no assurance that~~ a ~~significant~~Nevada ~~active~~limited ~~trading market in our common~~liability ~~stock~~ company ~~will develop, or if such a market develops, that it will be sustained~~(“CCAT”).

	High		Low
Third Quarter (August 24, 2012 through September 30, 2012	$	2.00	$	1.50
Fourth Quarter (Through December 31, 2012)	$	1.50	$	1.00
March 22, 2013*	$	1.00	$	1.00

In August, 2014, we acquired a patented technology for optimizing airflow to internal combustion engines to create more power (the “Quantumcharger Technology”) and inventions utilizing the Quantumcharger Technology that are the subject of United States Patent No. US 7,849,840 (the “Patent”).

*Subsequent to the ~~Represents~~ fiscal ~~quoted~~year ~~prices~~ended ~~but~~December 31, 2014, the Company elected not ~~actual~~to ~~trades~~proceed with the distribution of DFRS products and elected to allow their exclusive distributor agreement with CCAT to remain in default for lack of payment of royalties. We provided in full against the cost of our CCAT distributor agreement as of December 31, 2014 as further described in in Note 2 – Discontinued Operations.

~~As soon as practicable~~Consequently, ~~and assuming we satisfy all necessary initial~~the ~~listing~~ Company ~~requirements,~~has wenow ~~intend~~shifted toits ~~apply~~focus to ~~have~~its ~~our~~developing ~~common~~its ~~stock listed for trading on a national securities exchange, although~~Quantumcharger ~~we cannot be certain that our application will be approved~~ Technology.

16Going concern

~~Table~~As of December 31, 2014, we had current assets of ~~Contents~~$551, comprising of cash, and current liabilities of $137,505, resulting in a working capital deficit of $136,954. We had neither the funds nor an established profitable business to finance payment of our liabilities in the normal course of business or of our ongoing business plan. No assurance can be given that the Quantumcharger Technology acquired (see Note 5) will be successful and result in profits for the Company. Our business plan requires that we raise additional capital to fund our operations throughout 2015 and there can be no assurance that we will be able to raise any or all of the capital required. We have generated no revenue from our operations either from our Quantumcharger Technology or as a distributor of DRFS Products and have incurred a net loss of $272,105 and net cash used in continuing operating activities of $31,813 during the year ended December 31, 2014. We will have to obtain additional funding from the sale of our securities, the sale of debt instruments or from strategic transactions in order to fund our current level of operations and there can be no assurance that we will be able to raise any or all of the capital required. If the Company is unable to generate sufficient cash flow from operations and, or, continue to obtain financing to meet its working capital requirements, it may have to curtail its business sharply or cease business altogether.

~~Recent~~The accompanying ~~Sales~~financial statements have been prepared assuming that the Company will continue as a going concern that contemplates the realization of ~~Unregistered~~assets and ~~Securities~~the satisfaction of liabilities in the normal course of business. However, the ability of the Company to continue as a going concern on a longer-term basis will be dependent upon the ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, the ability to successfully raise additional financing, and the ability to ultimately attain profitability.

During the year ended December 31, 2012, the Company entered into securities purchase agreements with four independent accredited investors for the sale of a total of 329,192 shares of common stock, resulting in total proceeds of $140,000. Proceeds of the sales are being used for the continued development and marketing of the SaaSMAX Marketplace. The foregoing shares were sold in reliance upon an exemption from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.21

~~Re-Purchase~~NOUVEAU ofVENTURES ~~Equity~~INC. (formerly ~~Securities~~SaasMAX Inc.) Notes to Audited Financial Statements For the Years Ended December 31, 2014 and 2013

~~None~~Basis of presentation

~~Dividends~~The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is December 31.

~~None~~Development Stage Company

~~Equity~~In June ~~Compensation~~2014, ~~Plan~~the ~~Information~~Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, “Development Stage Entities (Topic 915)”. Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the accompanying financial statements.

~~On July~~Use ~~5, 2011 (the “Effective Date”), we adopted the 2011 Stock Incentive Plan, (the “Plan”), pursuant to which we are authorized to grant shares~~ of common stock, stock options intended to qualify as Incentive Stock Options, “ISO”, under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified options and stock appreciation rights to our employees, officers, directors and consultants of up to 1,000,000 shares of common stock. estimates

The preparation ~~following~~of ~~table~~financial ~~provides~~statements ~~information~~ in conformity with ~~respect~~generally accepted accounting principles requires management to ~~outstanding~~make ~~options~~estimates asand assumptions that affect the reported amounts of ~~December~~assets ~~31,~~and ~~2012~~liabilities ~~pursuant~~and todisclosure ~~compensation~~of contingent ~~plans~~assets ~~under~~and ~~which~~liabilities ~~equity~~at ~~securities~~the ~~are~~date ~~authorized~~of the financial statements and ~~for~~ the ~~issuance~~reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
2012
Equity compensation plans approved by security holders	441,805	$0.54	558,195
Equity compensation plans not approved by security holders	--	--	--
Total	441,805	$0.54	558,195

Cash

~~ITEM~~For purposes 6.of ~~SELECTED~~the ~~FINANCIAL~~balance ~~DATA~~sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

~~Not~~Intangible ~~applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K.~~Assets

17Purchased intangible assets are recorded at cost, where cost is the amount of cash or cash equivalents paid or the fair value of other consideration given to acquire an asset at the time of its acquisition. The cost of such an intangible asset is measured at fair value unless the exchange transaction lacks commercial substance or the fair value of neither the asset received nor the asset given up is reliably measurable. If the fair value of either the asset received or the asset given up can be measured reliably, then the fair value of the asset given up is used to measure cost unless the fair value of the asset received is more clearly evident.

~~Table~~Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of ~~Contents~~each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets which have indefinite lives are not amortized, and are stated at cost less accumulated impairment losses.

~~ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~22

~~The~~NOUVEAU ~~following~~VENTURES ~~discussion~~INC. (formerly ~~and~~SaasMAX ~~analysis~~Inc.) ~~should~~ Notes beto ~~read~~Audited inFinancial ~~conjunction~~Statements ~~with~~ For the ~~information~~Years ~~set~~Ended ~~forth~~December in31, ~~our~~2014 ~~audited financial statements~~ and ~~the~~2013 ~~related notes that appear elsewhere in this Annual Report.~~

~~Overview~~Financial Instruments

~~Business~~Pursuant to the Accounting Standards Codification (“ASC”) No. ~~SaaSMAX~~820, ~~Inc. is~~“Disclosures About ~~developing~~ Fair anValue ~~online~~of ~~marketplace~~Financial ~~that~~Instruments”, ~~electronically~~the ~~facilitates~~Company ~~the~~records ~~reselling~~its financial assets and ~~purchasing~~liabilities ofat ~~SaaS~~fair ~~Apps~~value. ~~through~~ASC ~~value-added resellers,~~No. ~~solution~~820 ~~providers,~~provides ~~trusted~~a ~~advisors~~framework ~~and~~for measuring ~~other~~fair ~~reseller~~value, ~~channels. The~~clarifies ~~SaaSMAX~~the ~~App~~definition ~~Marketplace~~of ~~aims~~fair tovalue ~~provide~~and expands ~~these~~ disclosures ~~Solution~~regarding ~~Providers~~fair ~~and~~value ~~SaaS~~measurements. ~~software~~ASC ~~vendors~~No. ~~with~~820 ~~the~~establishes ~~tools~~a three-tier ~~and~~hierarchy, ~~relationships~~which toprioritizes ~~increase~~the ~~their~~inputs ~~revenues~~used in ~~this~~the ~~rapidly~~valuation ~~growing~~ methodologies ~~SaaS~~in ~~industry.~~measuring fair value:

~~Financial. We have generated limited~~Level ~~revenues~~ 1—Inputs ~~since~~are ~~our inception and have incurred substantial losses to date. Shortly after incorporation~~unadjusted, wequoted ~~filed~~prices ain ~~Registration Statement~~active onmarkets ~~Form~~for ~~S-1with~~identical ~~the SEC pursuant to which we registered 1,000,500 shares of our common stock that had been sold to thirty-one~~assets ~~accredited~~ or ~~investors~~liabilities at ~~$0.20~~the ~~per~~measurement ~~share through a private placement (total proceeds of $200,100)~~date. ~~The Registration Statement was declared effective on October 14, 2011.~~

~~During~~Level 2—Inputs ~~the~~(other ~~year~~than ~~ended~~quoted ~~December~~prices ~~31,~~included ~~2012,~~in ~~the Company~~Level ~~entered~~1) ~~into~~are ~~securities~~either ~~purchase~~directly ~~agreements~~or indirectly ~~with~~observable ~~four independent accredited investors~~ for the ~~sale~~asset ofor aliability ~~total~~through ofcorrelation ~~329,192~~with ~~shares~~ market ofdata ~~common~~at ~~stock, resulting in total proceeds of $140,000. Proceeds of~~ the ~~sales~~measurement ~~are~~date ~~being~~and ~~used~~ for the ~~continued~~duration ~~development~~ of the asset/liability’s ~~SaaSMAX~~anticipated ~~Marketplace~~life.

~~To further assist in funding our operations~~Level ~~during~~ 3—Inputs ~~2012~~reflect wemanagement’s ~~entered~~best ~~into~~estimate ~~five separate convertible promissory notes for $25,000 each (total~~ of ~~$125,000)~~what ~~with~~market aparticipants ~~shareholder~~would of use ~~the~~in ~~Company.~~pricing ~~The~~the ~~Convertible~~asset ~~Notes~~or ~~bear~~liability ~~interest~~ at ~~8% per annum and are due and payable on~~ the ~~one~~measurement ~~year anniversary~~ date ~~of each note~~. ~~Subsequent~~Consideration is given to ~~December~~the ~~31,~~risk ~~2012,~~inherent wein ~~entered~~the ~~into~~valuation ~~two~~technique ~~additional~~and ~~$25,000~~the ~~convertible~~risk ~~promissory~~inherent ~~notes~~in the ~~with~~inputs to the ~~same shareholder~~model.

18The fair value of a financial instrument is the amount for which the instrument could be exchanged in a current transaction between willing parties. Cash, accounts payable, accrued expenses and loan payable related party approximate fair value because of the short maturity of these instruments. The Company currently has no other financial assets or liabilities that are measured at fair value.

~~Table~~The Company’s non-financial assets, which consist of ~~Contents~~an Exclusive Distributor Agreement (see Note 4) and Patent Technology (see Note 5), are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required and the Company is required to evaluate the non-financial asset for impairment, a resulting asset impairment would require that the non-financial asset be recorded at the fair value.

~~Results~~Income ~~of Operations~~Taxes

~~Year~~The Company ~~Ended~~accounts ~~December~~for 31income taxes in accordance with FASB ASC 740 "Income Taxes". Under FASB ASC 740, ~~2012~~deferred ~~(“2012”)~~income ~~compared~~taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. The provision for income taxes represents the tax expense for the period, ~~from~~if ~~January~~any, 19and the change during the period in deferred tax assets and liabilities. FASB ASC 740 also provides criteria for the recognition, ~~2011~~measurement, ~~(inception)~~presentation and disclosure of uncertain tax positions. Under FASB ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. As of December 31, ~~2011~~2014 ~~(“2011”)~~and 2013, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

		2012	Increase (decrease) from 2011 to 2012		2011		January 19, 2011 (inception) to December 31, 2012
	$			$
Revenues		4,538	100%		-	$	4,538
Costs of services		1,790	100%		-		1,790
Net profit		2,748	100%		-		2,748
Salaries and professional fees		300,880	271%		81,087		381,967
Technology and product development		65,028	(8%)		70,721		135,748
General and administrative		77,477	156%		30,213		107,690
Operating expenses		443,385	144%		182,021		625,406
Loss from operations		(440,637)	(142%)		(182,021)		(622,658)
Interest expense		37,537	(100%)		-		37,537
Net loss	$	(478,174)	(163%)	$	(182,021)		(660,195)

Revenue recognition

~~Revenues~~The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer; (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Deferred revenues shall be recorded when cash has been collected, however the related service has not yet been provided.

SaaSMAX revenues recognized during 2012 consist primarily of fees earned from one SaaS App Vendor who sells and promotes its SaaS App through the SaaSMAX Marketplace. The fees earned by SaaSMAX are derived as a percentage of the revenues earned by the SaaS App Vendor. We are still a development stage company and do not expect to begin generating significant revenues until we move out of SaaSMAX Beta and commercially launch the SaaSMAX Marketplace.23

~~Cost~~NOUVEAU ofVENTURES ~~Services~~INC. (formerly SaasMAX Inc.) Notes to Audited Financial Statements For the Years Ended December 31, 2014 and 2013

~~Costs~~Net ofloss ~~services~~per ~~recognized~~common ~~during 2012 consist primarily of commissions paid to the Solution Providers related to the SaaS Apps sold through the SaaSMAX Marketplace.~~share

~~Salaries~~Net loss per common share is computed pursuant to ASC No. 260 “Earnings Per Share”. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and ~~professional~~potentially ~~fees~~outstanding shares of common stock during each period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

~~Salaries and professional fees for 2012~~No ~~increased~~ potentially ~~271%~~dilutive ~~over~~debt ~~2011.~~or ~~The~~equity ~~increase~~instruments iswere ~~primarily~~issued ~~attributable~~or ~~to the marketing of the SaaSMAX Marketplace as well as business~~outstanding ~~development services. The Company has focused a significant amount of its attention on the marketing and promotion of the product~~ during ~~2012. Such costs totaled approximately $156,000 during 2012 compared to $61,000 during 2011.Additionally, during February 2012,~~ the ~~Company’s~~twelve ~~Chief~~months ~~Executive~~ended ~~Officer,~~December ~~Dina Moskowitz~~31, ~~began~~2014 ~~receiving~~or ~~a salary for her services, earning $40,000 during 2012~~2013. The remainder of the expenses during both periods relates primarily to accounting and legal fees incurred in connection with the preparation and filing with the Securities and Exchange Commission of our public company reports.

~~Salaries~~Recently ~~and~~issued professional fees for the period from January 19, 2011 (inception) through December 31, 2012 totaled approximately $382,000 and consisted primarily of marketing, business development costs and management salaries discussed above, as well as, legal and accounting ~~fees incurred as a result~~ of the Registration Statement on Form S-1 initially filed with the SEC during May 2011, as well as fees incurred in connection with the preparation and filing with the Securities and Exchange Commission of our public company reports. The registration statement was declared effective on October 14, 2011, however, as a result of the filing requirements necessary as a public company, such costs are expected to continue being a significant part of our operating expenses. pronouncements

19The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.

~~Table~~NOTE 2 of– ~~Contents~~DISCONTINUED OPERATIONS

~~Technology~~A) ~~and~~CCAT ~~Product~~Exclusive ~~Development~~Distributorship

~~Technology~~Subsequent ~~and~~to ~~product development~~the ~~costs~~ fiscal ~~have~~year ~~decreased~~ended 8%December in31, ~~2012~~2014, inthe ~~comparison~~Company toelected ~~2011.~~not ~~Such costs in 2011 related~~ to ~~the~~proceed ~~development of the SaaSMAX Marketplace.~~with ~~Once technological feasibility of~~ the ~~product~~Exclusive ~~was~~Distributor ~~established~~Agreement in(see ~~October~~Note ~~2011,~~4) weand ~~began~~to ~~capitalizing~~allow ~~the~~their ~~majority~~exclusive distributor ofagreement ~~the~~with ~~costs related~~CCAT to ~~the~~remain ~~continued~~in ~~development~~default offor ~~the~~lack ~~product~~of ~~that~~payment ~~are~~of royalties. ~~expected~~Accordingly, towe beprovided ~~recovered~~in full against ~~future~~the ~~revenues.~~remaining ~~Costs~~cost ~~incurred~~of inour ~~2012~~ CCAT ~~relate~~distributor toagreement ~~research~~as ~~and development~~ of ~~improved~~December ~~functions~~31, ~~within~~2014 ~~the~~and ~~SaaSMAX~~consequently ~~Marketplace.~~during ~~The~~the year ~~Company~~ended ~~expects~~December to31, ~~continue~~2014, ~~to incur~~the ~~expenses~~Company ~~related~~recorded toa ~~technology~~loss ~~and~~on ~~product~~the ~~development~~discontinuance of asthe itCCAT ~~improves~~distribution ~~and~~business ~~expands~~of ~~the~~$56,250 ~~SaaSMAX~~(2013- ~~Marketplace~~$6,250).

Technology and Product Development costs for the period from January 19, 2011 (inception) through December 31, 2012 totaled approximately $136,000 and related primarily to the development and continued improvements of the SaaSMAX Marketplace.

		December 31, 2014		December 31, 2013

Amortization	$	12,430	$	6,250
Marketing expenses		-		15,013
Write off carrying value of the distribution agreement		43,820		-
Discontinued operations loss	$	56,250	$	21,263

~~General~~B) Software ~~and~~as ~~Administrative~~a ~~Expenses~~Service Business

~~General~~As and administrative expenses increased 156% in 2012, of which 25% of this increase was due to the impairment of capitalized software development costs. During 2012, management assessed the value of our SaaSMAX Marketplace and determined that as a result of ~~additional improvements and technological updates~~the ~~deemed~~ Share ~~necessary~~Exchange toAgreement ~~the~~entered ~~SaaSMAX~~into ~~Marketplace~~on ~~that~~July ~~the~~10, ~~asset~~2013, ~~had~~with ~~been impaired~~Ms. ~~Accordingly~~Moskowitz, ~~we wrote-down the software development~~ ~~costs~~ all toassets ~~the~~and ~~estimated~~liabilities, ~~net~~other ~~realizable~~than ~~value~~Convertible ofNotes ~~approximately~~totaling $49225,000, of ~~and~~Corp ~~recognized~~were ansold ~~impairment~~to ~~charge~~Ms. ~~of $12,000~~Moskowitz. The ~~remainder~~ ofoperations ~~the~~relating ~~increase~~to inthat ~~2012~~business prior ~~consists~~to ofJuly ~~corporate~~1, ~~administrative~~2013 ~~costs~~are ~~incurred~~reported ~~to become DTC eligible,~~ as ~~well~~discontinued ~~as, increases~~operations in ~~depreciation,~~the accompanying ~~internet~~consolidated ~~services~~statements ~~and~~of ~~travel and entertainment~~operations.

General and administrative expenses for the period from January 19, 2011 (inception) through December 31, 2012 totaled approximately $108,000. Such costs relate primarily to corporate costs associated with the Registration Statement on Form S-1 initially filed with the SEC during May 2011 as well as costs incurred to become DTC eligible during 2012 totaling approximately $22,000, as well as, the $12,000 impairment charge to software development costs discussed above. Also included are costs related to travel, trade show, automotive, internet services, and depreciation and general office expenses.24

~~Other~~NOUVEAU ~~Expense~~VENTURES INC. (formerly SaasMAX Inc.) Notes to Audited Financial Statements For the Years Ended December 31, 2014 and 2013

~~Other~~ ~~expense for 2012 and the period~~The ~~from~~ components ~~January 19, 2011 (inception) through December 31, 2012 totaled $37,537 and related to the interest expense and the amortization~~ of the ~~debt~~discontinued ~~discount~~operations onare ~~our~~as ~~Convertible Promissory Notes.~~follows:

Net Loss

		December 31, 2013
Revenues	$	6,628
Cost of services		4,825
Gross profit	$	1,083
Operating expenses
Salaries and professional fees		84,409
Technology and development		19,285
General and administrative		44,983
Total operating expenses	$	148,677
Loss from operations		(46,874	)
Other expense
Interest expense		102,636
Legal settlement		24,000
Total other expense		126,636
Net loss	$	(273,510	)

~~During~~NOTE ~~2012,~~3 ~~2011~~– ~~and~~RELATED ~~the~~PARTY ~~period from January 19, 2011 (inception) through December 31, 2012 the Company incurred a net loss of $478,174, $182,021 and $660,195, respectively, due to the items described above.~~ TRANSACTIONS

20As of December 31, 2014, a shareholder of the Company has loaned us $37,695 (2013 - $10,000) for working capital needs. The loans accrue interest at 10% per annum, compound annually and are due on demand.

~~Table~~On July 22, 2013, the Company entered into consulting agreements with Mr. Rainer, to act as Director, Chief Financial Officer, Secretary and Treasurer of ~~Contents~~the Company and Mr. Moll, to act as Director, Chief Executive Officer and President of the Company (the “Consultant(s)”). The consulting agreements were to continue until July 21, 2023, subject to earlier termination as provided in the consulting agreements. During the term of the consulting agreements, and subject to the Company completing equity financing totaling not less than $1,000,000, the Company shall pay each of the Consultants a base consulting fee of $5,000 per month in consideration of their services.

~~Capital~~Effective February ~~Resources~~4, 2014, Harold C. Moll resigned as our Chief Executive Officer, President and ~~Liquidity~~as a Director. The resignation of Mr. Moll was not due to or caused by any disagreement with us, related to our operations, policies, practices or otherwise. Rob Rainer, our Chief Financial Officer, Secretary and Treasurer and a Director, was appointed our Chief Executive Officer and President to fill the vacancies resulting from Mr. Moll’s resignation.

AsIn connection ofwith ~~December~~Mr. ~~31,~~Moll’s ~~2012~~resignation, weMr. ~~had~~Moll ~~approximately~~agreed to terminate his ~~$16,000~~ Management ofConsulting ~~cash~~Agreement ~~and~~dated aJuly ~~working~~22, ~~capital~~2013 ~~deficit~~and ofsurrender ~~approximately~~to ~~$33~~us for cancellation the 9,000,000 ~~compared~~Earn-Out Shares issued to ~~cash~~him ofunder ~~approximately~~his ~~$33~~management consulting agreement. In addition,~~000~~ ~~and~~Mr. ~~working~~Moll ~~capital~~agreed to transfer 7,262,304 shares of ~~approximately~~our ~~$23,000~~common asstock ofheld ~~December~~by ~~31,~~him ~~2011~~to Rob Rainer.

~~Net~~See ~~cash~~also ~~used~~Note in6 ~~operating activities during~~Stockholders’ ~~2012,~~ Equity ~~2011 and the period from January 19, 2011~~ (~~inception~~Deficit) ~~through~~regarding ~~December~~Earn-Out ~~31,~~Shares ~~2012 totaled~~granted ~~approximately $249,000, $146,000 and $396,000, respectively and is primarily attributable~~ to the ~~payment of development, legal, accounting, advertising and corporate fees which are offset by stock based compensation expense and the impairment charge to software development costs~~Consultants.

Net cash used in investing activities during 2012, 2011 and the period from January 19, 2011 (inception) through December 31, 2012 totaled approximately $32,000, $21,000 and $53,000, respectively and resulted from the purchase of capitalized software and the capitalization of the SaaSMAX marketplace upon reaching technological feasibility.25

~~Net~~NOUVEAU ~~cash~~VENTURES ~~provided by~~INC. ~~financing~~ (formerly ~~activities~~SaasMAX ~~during~~Inc.) ~~2012,~~ Notes ~~2011~~to ~~and~~Audited ~~the~~Financial ~~period~~Statements ~~from~~ For ~~January~~the ~~19,~~Years ~~2011~~Ended ~~(inception) through~~ December 31, ~~2012~~2014 ~~totaled $265,000, $200,100~~ and ~~$465,100,~~2013 ~~respectively and resulted primarily from the Company's sale of common stock. Additionally, $125,000 was received during 2012 in the form of convertible promissory notes.~~

WeNOTE ~~currently~~3 ~~rely~~– onRELATED ~~cash~~PARTY ~~flows~~TRANSACTIONS from financing activities to fund our capital expenditures and to support our working capital requirements. As of March 25, 2013 we have entered into seven separate Convertible Promissory Notes for $25,000 each (total of $175,000 (the “Convertible Note(s)”) with a shareholder of the Company (the “Holder”). The Convertible Notes bear interest at 8% per annum and are due and payable on the one year anniversary date of each Convertible Note. The Holder of the Convertible Notes may at any time prior to the Maturity Date, convert the principal amount of six of the Convertible Note into shares of common stock of the Company on the basis of one share of such stock for each $0.35 (the “Conversion Price”) in unpaid principal and accrued interest. The seventh Convertible Note dated February 23, 2013 has a Conversion Price of $0.20. The Company may at any time compel the conversion of the Convertible Note or any such portion into shares of common stock at the Conversion Price.CONTINUED

~~During~~On ~~January~~closing ~~2012~~of ~~proceeds~~the Patent ofTechnology ~~$75,000~~agreement ~~were received~~(Note ~~from~~5) ~~the~~effective ~~sale~~August of23, ~~214~~2014,~~286~~ ~~shares~~under the terms of ~~common~~the ~~stock.~~Patent OnTechnology ~~April 5~~agreement, ~~2012,~~Mr. ~~pursuant~~David toSt aJames ~~Private~~became ~~Placement Memorandum~~a ~~(the~~director ~~“Private~~of ~~Offering”)~~the Company, the Company ~~offered~~agreed ~~for~~to ~~sale~~issue ~~818~~Mr. St James 200,~~816~~000 ~~units~~shares ~~(“Units”)~~of the Company’s common stock at a ~~purchase price~~fair market value of $~~1.84~~60,000 ~~per~~and ~~Unit.~~to ~~Each~~expend ~~Unit~~$100,000 ~~consists~~per ~~of:~~year to i)develop ~~two~~the ~~shares~~technology. ofIn ~~common stock~~addition, ~~and~~Mr. ~~ii)~~St ~~one~~James ~~redeemable~~retained ~~warrant~~a ~~(the~~royalty ~~“Warrant[s]”)~~of 5% ~~entitling~~ of ~~the~~gross ~~holder~~revenues tofrom ~~purchase~~exploitation ~~one share~~ of ~~common stock (~~the ~~“Warrant~~technology ~~Shares”),~~subject atto ana ~~exercise~~minimum royalty ~~price~~payment of $1~~.84~~,500 ~~for a~~per ~~period~~calendar month. As of 24December ~~months.~~31, ~~The~~2014, ~~Private~~the Company ~~Offering~~had ~~was~~paid ~~terminated~~Mr. onSt ~~May~~James 10royalties of $4,500 ~~2012.~~and ~~The~~a ~~Company~~further $3,000 had ~~sold~~been accrued ~~21,739~~to ~~Units~~be ~~pursuant~~paid to ~~the~~Mr. ~~Private Offering~~St. ~~resulting~~James in ~~proceeds~~respect of ~~$40,000.~~the ~~Additionally,~~minimum onroyalty ~~April~~payment 5,due for ~~2012,~~the ~~proceeds~~period ofended ~~$25~~December 31,~~000~~ ~~were~~2014. ~~received~~This ~~from~~amount ~~the~~is ~~sale~~included in accounts payable of and ~~71,428~~was ~~shares~~paid ofin ~~common~~full ~~stock~~subsequent to anDecember ~~independent~~31, ~~accredited~~2014 ~~investor~~but atprior ~~$0.35~~to ~~per~~the ~~share~~issuance of these financial statements.

21NOTE 4 – EXCLUSIVE DISTRIBUTOR AGREEMENT

~~Table~~The Company ofentered ~~Contents~~into an agreement dated July 9, 2013 (the “Exclusive Distributor Agreement”) with California Clean Air Technologies, LLC, a Nevada limited liability company (“CCAT”) whereby the Company obtained the exclusive distribution rights in Canada (non-exclusive for British Columbia, Alberta and Saskatchewan) to market, sell and distribute a propane diesel duel fuel retrofit system (“DFRS Products”) owned by CCAT.

~~During~~CCAT is ~~2011~~a Southern California-based developer, ~~proceeds~~marketer and distributor of ~~$200~~diesel engine retrofit products,~~100~~ ~~were~~including ~~received~~a patent-pending Propane Diesel Dual-Fuel ~~from~~ Retrofit ~~the~~SystemTM ~~sale~~(“DFRS”). DFRS is a retrofit system that demonstrates high (approximately 50%) substitution rates of 1propane fuel for diesel fuel without loss of power or torque,~~000,500~~ ~~shares~~while exhibiting very low emissions of ~~common~~pollutants, ~~stock~~such as hydrocarbons (HC), nitrogen oxides (NOx), carbon monoxide (CO), and particulate matter (PM or soot).

The ~~Company will need to secure additional~~ ~~financing~~ Exclusive inDistributor ~~the~~Agreement ~~future~~is tofor ~~continue~~a toterm ~~develop~~of ~~the~~five ~~product,~~(5) ~~attract~~years ~~customers,~~unless ~~and start generating revenues.~~sooner ~~Our~~ terminated ~~business~~in ~~plans~~accordance ~~estimate~~with ~~that~~the weprovisions ~~will~~of ~~need~~the toExclusive ~~raise additional capital to fund our operations during 2013 and there can~~Distributor be Agreement. The noCompany ~~assurance~~has ~~that~~the weright ~~will be able~~ to ~~raise~~extend ~~any~~the orAgreement ~~all~~for ~~of the capital.~~an We additional ~~began~~five ~~generating~~(5) ayear ~~nominal amount of revenue during the third quarter of 2012. However~~term, ~~there~~if ~~can~~it beis noin ~~assurance~~compliance ~~that~~with ~~we will be able to generate revenue sufficient to sustain or grow~~ the ~~operations.~~Minimum ~~Please see the section entitled “Risk Factors”~~Royalty ~~included~~ requirements ~~herein~~described below.

~~Off-Balance~~Under the ~~Sheet~~terms ~~Arrangements~~of the Exclusive Distributor Agreement, as consideration for the exclusive distribution rights, the Company (i) issued 300,000 shares of its common stock to CCAT, and (ii) issued a promissory note in the principal amount of $50,000 payable without interest on July 30, 2013. The promissory note was paid in full as of December 31, 2013. As additional consideration for the Exclusive Distributor Agreement, the Company agreed to pay to CCAT a royalty of $750 per sale of DFRS Products. CCAT was to have the exclusive rights to install the DFRS Products at a fixed price between $2,500 and $5,000, depending on the size of the engine. CCAT could, on 30 days written notice, terminate the Exclusive Distributor Agreement if the Company failed to achieve sufficient sales to generate Minimum Royalties of $22,500 (Year 1), $37,500 (Year 2), $60,000 (Year 3), $82,500 (Year 4), and $105,000 (Year 5).

~~There~~The ~~are~~Exclusive Distributor noAgreement ~~off-balance~~was ~~sheet~~valued ~~arrangements that~~by ~~have~~the orCompany ~~are~~at ~~reasonably~~$62,500 ~~likely~~and towas ~~have~~being amortized aover ~~current~~the or5 ~~future~~year ~~effect~~term. onAmortization ~~our~~expense ~~financial~~totaling ~~condition~~$12,430 ~~changes~~(2013 ~~in financial condition~~-$6,250) ~~revenues~~ is orincluded ~~expenses,~~in ~~results~~the accompanying statements of operations, ~~liquidity,~~for ~~capital~~the ~~expenditures~~year orended December ~~capital~~31, ~~resources that is material to investors~~2014.

~~Inflation~~Subsequent to December 31, 2014, the Company decided its primary focus would be the development of the Patent Technology acquired in the current year (see Note 5) and the Company decided to allow their exclusive distributor agreement with CCAT to remain in default for lack of payment of royalties. Accordingly, we provided in full against the remaining $43,820 carrying cost of our CCAT distributor agreement as of December 31, 2014 and consequently during the year ended December 31, 2014 the Company recorded a loss on the discontinuance of the CCAT distribution business of $56,250 (2013- $6,250).

~~We do not believe our business and operations have been materially affected by inflation.~~26

~~Critical~~NOUVEAU ~~Accounting~~VENTURES ~~Policies~~INC. (formerly SaasMAX Inc.) Notes to Audited Financial Statements For the Years Ended December 31, 2014 and 2013

~~The~~NOTE ~~financial~~5 ~~statements~~– ofPATENT the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.TECHNOLOGY

~~The~~On August ~~financial~~19, ~~statements~~2014, ~~have~~we entered into a Technology Acquisition Agreement (the “Technology Acquisition Agreement”) with David St. James (the “Inventor”). Closing of the Technology Acquisition Agreement occurred on August 23, in2014 (“Closing”). ~~management’s~~Under the terms of the Technology Acquisition Agreement, the ~~opinion~~ Inventor assigned his right, ~~been~~title ~~properly~~and ~~prepared~~interest ~~within~~in ~~reasonable~~a ~~limits~~patented oftechnology ~~materiality~~for optimizing airflow to internal combustion engines to create more power (the “Technology”) and ~~within~~inventions utilizing the ~~framework~~Technology ofthat are the ~~significant~~subject ~~accounting~~of ~~policies~~ United ~~summarized~~States ~~below~~Patent No. US 7,849,840 (the “Patent”) in consideration of the following:

We1. Issuance ~~have~~to ~~identified~~ the ~~following~~Inventor ~~critical accounting~~of ~~policies~~200,000 ~~that~~shares ~~are most important to the portrayal~~ of our ~~financial~~common ~~condition~~stock ~~and~~(the ~~results~~“Shares”) valued ofat ~~operations~~$0.30 ~~and~~per ~~that~~share, ~~require management’s~~representing the most ~~difficult,~~recent ~~subjective~~price orfor ~~complex~~which ~~judgments,~~our common ~~often~~stock ashad asold ~~result~~in of the ~~need~~market toplace. ~~make~~The ~~estimates~~Shares ~~about~~have ~~the~~been ~~effect of~~issued ~~matters~~and ~~that~~ are held ~~inherently~~in ~~uncertain.~~the ~~The~~custody ~~following~~of isour alegal ~~review~~counsel ofand ~~the~~are ~~more~~being ~~critical~~released ~~accounting~~to ~~policies~~the ~~and~~Inventor on ~~methods~~the ~~used~~following ~~by us~~schedule:

~~Going~~(a) ~~concern~~50,000 Shares released on Closing ;

No(b) ~~assurance can be given that a large market for the SaaSMAX product will develop~~50, or that a critical mass of customers will be willing to pay for the SaaSMAX product. Since inception, through March 25, 2013, proceeds of $340,100 have been received from the sale of 1,329,691 shares of common stock and $175,000 ~~was~~Shares ~~received~~released ~~through~~four ~~the~~(4) ~~sale~~months ofafter Convertible Notes. Our business plan estimates that we will need to raise additional capital to fund our operations during 2013 and there can be no assurance that we will be able to raise any or all of the capital required. We have generated limited revenues since our inception and have incurred a net loss of $478,174 and net cash used in operating activities of $249,347 during 2012. Accordingly, we will have to obtain additional funding from the sale of our securities, the continued sale of debt instruments or from strategic transactions in order to fund our current level of operations and there can be no assurance that we will be able to raise any or all of the capital required. If the Company is unable to generate sufficient cash flow from operations and/or continue to obtain financing to meet its working capital requirements, it may have to curtail its business sharply or cease business altogether.Closing;

~~The~~(c) accompanying financial statements have been prepared assuming that the Company will continue as a going concern that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However50,000 ~~the~~Shares ~~ability~~released ofeight ~~the~~(8) ~~Company~~months toafter ~~continue~~Closing; as a going concern on a longer-term basis will be dependent upon the ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, the ability to successfully raise additional financing, and ~~the ability to ultimately attain profitability.~~

22(d) 50,000 Shares released twelve (12) months after Closing.

~~Table~~Notwithstanding that the certain of ~~Contents~~the Shares were held in custody and were not released to the Inventor, all voting and dividend rights in respect of the Shares accrue to the Inventor and he is entitled to exercise such rights and receive such benefits in respect of the Shares.

~~Development~~The ~~stage~~ 50,000 ~~company~~Shares due to Mr. St James at Closing were released to him on August 23, 2014, the 50,000 Shares due to Mr. St James four months after Closing were released to him on December 23, 2014 and the 50,000 Shares due to Mr. St James eight months after Closing were released to him on April 23, 2015.

The Technology ~~Company~~Acquisition ~~complies~~Agreement ~~with~~ was valued at the ~~Accounting~~total ~~Standards~~fair ~~Codification~~market ~~No.~~value ~~915~~of the ~~“Development~~Shares ~~Stage~~issued ~~Entities”~~of ~~and~~$60,000 ~~Securities~~in the accompanying balance sheet and ~~Exchange~~is ~~Commission~~being ~~Act~~ amortized ~~Guide~~over 7the ~~for~~remaining ~~its~~16 ~~characterization~~year life of the ~~Company as development stage~~Patent.

~~Use~~In the year ended December 31, 2014 the Company incurred an amortization expense of ~~estimates~~$1,213 in respect of the cost of the Technology Acquisition Agreement.

2. The ~~preparation~~Inventor ofalso ~~financial~~retained ~~statements~~a ~~in conformity~~royalty ~~with~~of ~~generally~~5% ~~accepted~~of ~~accounting~~gross ~~principles~~revenues ~~requires~~from ~~management to make estimates and assumptions that affect~~ the ~~reported~~ exploitation ~~amounts~~ of ~~assets~~the ~~and~~Technology, ~~liabilities~~subject ~~and~~to ~~disclosure~~minimum ofroyalty ~~contingent~~payments ~~assets and liabilities at the date~~ of ~~the financial statements~~$1,500 ~~and~~ per ~~the~~calendar ~~reported amounts of revenues and expenses during the reporting period~~month. ~~Actual results could differ from those estimates.~~

~~Capitalized~~As of ~~software~~December 31, 2014, the Company had paid Mr. St James royalties of $4,500 and a further $3,000 had been accrued to be paid to Mr. St. James in respect of the minimum royalty payment due for the period ended December 31, 2014. This amount is included in accounts payable and was paid in full subsequent to December 31, 2014 but prior to the issuance of these financial statements.

~~Capitalized software consists primarily of payments~~3. ~~made~~ As tofurther ~~independent~~consideration ~~software developers~~ for the ~~development~~sale, ofassignment ~~the~~and ~~SaaSMAX~~transfer ~~Marketplace.~~of ~~Software~~the Technology, ~~development~~we ~~costs~~agreed ~~are~~to ~~capitalized once~~make ~~technological~~expenditures ~~feasibility~~ of a$100,000 ~~product~~to isdevelop ~~established~~ and ~~it is determined that such costs should be recoverable against future~~ ~~revenues.~~ commercialize ~~For products where proven technology exists, this may occur early in~~ the ~~development~~Technology ~~cycle.~~within ~~Technological~~twelve ~~feasibility is~~(12) ~~evaluated~~months onfrom ~~a product-by-product basis~~Closing. ~~Amounts related to software development that are not capitalized are charged immediately to product development costs.~~

~~Commencing upon the SaaSMAX Marketplace’s~~As ~~release~~ of inDecember ~~October~~31, ~~2012~~2014, weand ~~began~~as ~~amortizing~~of the ~~capitalized~~date ~~software development costs to operating expenses based upon the higher~~ of ~~(i)~~ the ~~ratio~~issuance of ~~current~~these ~~revenue~~financial tostatements, the ~~total~~Company ~~projected~~has ~~revenue~~not orhad ~~(ii)~~ the ~~straight-line~~necessary ~~method.~~funding ~~The~~to ~~amortization~~make ~~period of~~ the ~~capitalized~~required ~~software~~$100,000 expenditure ~~costs~~to isdevelop ~~two~~and ~~years~~commercialize ~~from~~ the ~~initial~~Technology ~~release~~and ofthere ~~the~~can ~~product.~~be ~~The recoverability of capitalized software~~no ~~development~~ assurance ~~costs~~that isthe ~~evaluated~~Company ~~based~~will onbe ~~the~~able ~~expected~~to ~~performance~~raise of the ~~specific~~necessary ~~products~~funding ~~for~~to ~~which the costs relate~~do so.

~~Significant management judgments and estimates~~We ~~are~~ have ~~utilized in~~ the ~~assessment~~right ofto ~~when~~sub-license ~~technological~~our ~~feasibility~~interest ~~is established, as well as~~ in the ~~ongoing~~Technology, ~~assessment~~subject ofto the ~~recoverability~~ of Inventor ~~capitalized~~being ~~costs.~~paid If30% ~~revised~~of ~~forecasted~~all orrevenues ~~actual~~obtained ~~product~~through sales are less than and/or revised forecasted or actual costs are greater than the original forecasted amount utilized in the initial recoverability analysis, the net realizable value may be lower than originally estimated in any given quarter, which could result in an impairment chargesub-licensing.

~~Recently Issued Accounting Standards~~27

InNOUVEAU ~~May~~VENTURES ~~2011, the Financial Accounting~~INC. ~~Standards Board~~ (~~"FASB")~~formerly ~~issued~~SaasMAX ~~amended guidance on fair value measurement and related disclosures~~Inc.) ~~The new guidance~~ ~~clarified~~ Notes ~~the~~to ~~concepts~~Audited ~~applicable~~Financial ~~for~~Statements ~~fair value measurement of non-financial assets and requires the disclosure of quantitative~~ ~~information~~ For ~~about~~ the ~~unobservable~~Years ~~inputs~~Ended ~~used in a fair value measurement. This guidance is effective for reporting periods beginning after~~ December 1531, ~~2011.~~2014 Weand ~~adopted~~2013 ~~this guidance on January 1, 2012. The adoption of this guidance did not have any impact on our financial position, results of operations or cash flows.~~

~~Other~~In the ~~recent~~event ~~accounting~~the ~~pronouncements~~Company ~~issued by~~is ~~the~~unable ~~FASB~~to ~~(including~~fulfill its ~~Emerging~~obligations ~~Issues~~under ~~Task~~items ~~Force~~(2) or (3) above, ~~the~~and ~~American~~such ~~Institute~~default ofnot ~~Certified~~being ~~Public~~cured ~~Accountants~~within 15 days written notice, the Technology Acquisition Agreement may be terminated and Nouveau shall re-assign the ~~SEC~~Patent ~~did~~and transfer the intellectual property to the Inventor. Any Shares not released, or ~~are~~scheduled ~~not~~to ~~believed~~be byreleased ~~management~~in the next 30 days from the date of termination shall be returned to the Company for cancellation and the Inventor shall have ano ~~material~~further ~~impact~~rights onin respect of such Shares. In the ~~Company’s~~event ~~present~~of termination, orthe ~~future~~value ~~financial~~of ~~statements~~the Patent, net of accumulated amortization will be written down to $0.

~~ITEM~~NOTE ~~7A.~~6 ~~QUANTITATIVE~~– ~~AND~~STOCKHOLDERS’ ~~QUALITATIVE~~EQUITY ~~DISCLOSURES ABOUT MARKET RISK.~~(DEFICIT)

~~Not~~Effective April ~~applicable~~16, to2014 the Company completed a ~~“smaller~~12:1 ~~reporting~~forward stock split and all numbers ~~company”~~ for asshares ~~defined~~of common stock disclosed in ~~Item~~these ~~10(f)(1)~~financial ofstatements ~~SEC~~have ~~Regulation~~been retrospectively restated for this forward stock split.

~~ITEM~~Cancellation of 8.earn ~~FINANCIAL~~out ~~STATEMENTS AND SUPPLEMENTARY DATA~~shares

~~The~~Effective February ~~financial~~4, ~~statements~~2014, ~~required~~Harold ~~by Item~~C. 8Moll ~~are~~resigned ~~submitted~~as inour Chief Executive Officer, President and as a ~~separate~~Director. ~~section~~In ofconnection ~~this~~with ~~report~~Mr. Moll’s resignation, ~~beginning~~Mr. Moll onagreed ~~page~~to 33terminate his Management Consulting Agreement dated July 22, 2013 and ~~are~~surrender ~~incorporated~~to ~~herein~~us ~~and~~for ~~made~~cancellation athe ~~part~~9,000,000 Earn-Out Shares issued ~~hereof~~ to him under his management consulting agreement.

23Stock based compensation

~~Table~~On July 22, 2013, we issued a total of ~~Contents~~18,000,000 shares of our common stock (the “Earn-Out Shares”) to both Mr. Moll and Mr. Rainer under the terms of their consulting agreements. The Earn-Out Shares are held in the custody of the Company and will be released on the basis of 10% of the original number of Earn-Out Shares on each anniversary of the consulting agreements. The Earn-Out Shares are not beneficially owned by Mr. Moll or Mr. Rainer until they are released to them on the respective anniversary dates. The Earn-Out Shares may not be sold, transferred or pledged, and are subject to forfeiture under the termination provisions of the management consulting agreements. The Earn-Out Shares were valued at $750,000 based on the grant date fair value and are included in additional paid in capital as deferred compensation.

~~ITEM~~During the 9.year ~~CHANGES~~ended INDecember ~~AND~~31, ~~DISAGREEMENTS~~2014 ~~WITH~~and ~~ACCOUNTANTS~~2013, ONwe ~~ACCOUNTING~~recognized ~~AND~~$139,399 ~~FINANCIAL~~and ~~DISCLOSURE~~$37,500 of stock based compensation related to the earn-out shares in the accompanying audited statements of operations.

OnGain ~~November~~on 2,cancellation ~~2012, the Board~~ of ~~Directors of~~earn ~~the~~out registrant dismissed Hamilton P.C. as its independent registered public accounting firm. On the same date, the accounting firm of Kyle L. Tingle, CPA, LLC was engaged as the Registrant’s new independent registered public accounting firm.shares

~~The~~As a ~~Board~~result of ~~Directors~~Mr. Moll’s resignation and the cancellation of his earn out shares, we recognized a gain in the ~~Registrant~~amount ~~and~~of $18,750 which is included in other income in the ~~Registrant's~~accompanying ~~Audit~~condensed ~~Committee~~consolidated ~~approved~~statements of operations for the year ~~dismissal~~ended ofDecember ~~Hamilton~~31, P2014.C.

OnIssuance ~~November 2, 2012, the registrant engaged Kyle L. Tingle, CPA, LLC ("Tingle")~~ of ~~Las~~stock ~~Vegas, Nevada as its independent accountant. At the time of Tingle's engagement, Registrant was in the process of preparing its Quarterly 10Q Report~~ for the ~~nine months ended September 30, 2012 (the~~Technology ~~"9-30-12~~ Acquisition 10Q"). The Company provided Tingle with the documentation necessary for Tingle to review the 9-30-12 10Q. On November 13, 2012, Tingle suggested by email that the Registrant file a Form 12b-25 Extension to file the 9-30-12 10Q, which the Registrant did. Thus, the Registrant's last day to file the 9-30-12 10Q was extended to November 19, 2012 (the "Deadline").Agreement

~~Thereafter~~Effective August 23, on2014, ~~November~~we ~~13,~~issued ~~2012~~200,000 anshares ~~email~~of ~~was received~~our ~~from~~common ~~Tingle~~stock, ~~asking~~valued ~~that~~at ~~the~~$0.30 ~~Registrant~~per share ~~execute~~representing athe ~~Management~~most ~~Representation~~recent ~~Letter,~~price for which ~~was~~our ~~sent~~common tostock ~~Tingle~~had onsold ~~November~~in ~~16,~~ the ~~2012.~~market ~~Also on November 13~~place, ~~2012,~~to ~~Tingle~~Mr. ~~sent~~St anJames ~~email~~as topartial ~~Registrant's~~consideration ~~Accountant~~for ~~commenting~~the ~~upon~~Technology Acquisition ~~the~~Agreement ~~10Q~~as ~~information~~described ~~previously sent~~in toNote ~~Tingle~~5 above.

On November 14, and 16, 2012 the Registrant's Accountant, and CEO attempted to communicate with Tingle to get Tingle's comments on the 10Q documentation that had been sent to Tingle. Tingle did not communicate with Registrant until mid-day on November 19, 2012, which did not give the Registrant enough time to respond to Tingle's comments and file by the Deadline. Registrant then filed its 10Q for the nine months ended September 30, 2012 on November 19, 2012. The 9-30-12 10Q filed on November 19, 2012 was not Reviewed. 28

OnNOUVEAU ~~December~~VENTURES ~~2, 2012, Tingle sent an email to~~INC. ~~Registrant~~ (formerly ~~regarding~~SaasMAX ~~the filing of the 9-30-12 10Q~~Inc.) ~~Registrant's CEO and Accountant spoke with Tingle on December 3, 2012 about~~ ~~Tingle's~~ Notes ~~December~~to 2,Audited ~~2012~~Financial ~~email. During~~Statements ~~that December 3, 2012 conversation, Tingle advised the Registrant that Tingle would~~ ~~take~~ For ~~into advisement~~ the ~~substance~~Years ofEnded ~~the information given to Tingle in the conversation. On~~ December 531, 7,2014 ~~10,~~ and ~~11, 2012 information was sent to Tingle and attempts to communicate with Tingle were made by Registrant's Accountant. Since December 3, 2012, and through January 24,~~ 2013, ~~Tingle did not respond to any attempts by Registrant's CEO, Accountant and Counsel to contact Tingle.~~

~~Registrant's~~Settlement ~~Board~~ of ~~Directors~~promissory dismissed Tingle as Auditor as of January 23, 2013 because of Tingle's non-responsiveness to Registrant's numerous requests to complete the conversations concerning Registrant's financial reporting, which conversations had commenced in early November 2012 and had been cut off by Tingle on December 3, 2012.note

OnDuring August ~~January 28,~~ 2013, ~~Registrant filed an 8-K (~~the ~~"Original~~Company ~~8-K") indicating~~granted ~~that~~1,200,000 ~~Tingle~~shares ~~had been dismissed as Accountant. A copy~~ of ~~the~~common ~~Original~~stock, ~~8-K~~valued ~~was sent~~at to $50,000, ~~Tingle~~as ~~along~~payment ~~with~~in afull ~~request that Tingle provide a Letter pursuant to Item 304(a)(3)~~ of ~~Regulation S-K ("Item 304(a)(3)") (~~the ~~"Former Accountant's Letter") on January 28~~$50,~~2013.~~000 ~~Tingle~~promissory ~~did~~note ~~not~~issued ~~respond~~for ~~to Registrant's request, notwithstanding~~the ~~several~~ Exclusive ~~requests~~Distributor ~~by Registrant's counsel,~~Agreement.

OnProceeds ~~January~~from ~~24,~~issuance ~~2013,~~of ~~Registrant~~shares ~~engaged Ronald R. Chadwick, P.C. (the "New Accountant") as its independent accountant. Registrant provided the New Accountant with all~~ of ~~the information previously provided to Tingle. The New Accountant reviewed the Financial Statements and agreed that the Financial~~common ~~Statement for the three and nine months ended 9/30/2012 were correct and no changes were required.~~ stock

OnDuring August ~~February 4,~~ 2013, athe ~~Form~~Company ~~8-K~~received Aproceeds ~~("8-KA-1”) was~~totaling ~~filed~~$100,000 ~~indicating~~from the ~~information~~sale ~~set forth in the above Paragraph. Also~~of 2, ~~on February 4~~400,000 ~~2013,~~shares ~~a copy~~ of ~~the~~our ~~8-KA-1~~common ~~was sent to Tingle along with a request that Tingle provide a Letter pursuant to Item 304(a)(3) of Regulation S-K~~stock.

24Settlement of convertible debt

~~Table~~On July 18, 2013, we issued an aggregate of ~~Contents~~9,642,888 shares of our common stock as payment for $225,000 of Convertible Notes.

OnIssuance ~~February 8, 2013, a period~~ of 67stock ~~days~~for ~~since Tingle~~distributor had last communicated with the Registrant, Tingle sent Registrant a Letter ("Tingle's Letter") pursuant to Item 304(a)(3) indicating the following (the Paragraphs have been numbered by the Company to allow reference thereto in the responses to Tingle's Letter):agreement

1.On July ~~There~~9, ~~are~~2013, ~~accounting~~we ~~disagreements~~issued on300,000 ~~the~~shares ~~financial~~of ~~statements~~our ~~filed~~common ~~with~~stock, ~~the~~valued ~~Securities~~at ~~and~~$12,500, to ~~Exchange~~CCAT ~~Commission.~~as ~~The~~part ~~Company~~consideration ~~filed~~of ~~Form~~the ~~10-Q~~exclusive ondistribution ~~November~~rights ~~19,~~granted ~~2012~~by CCAT ~~without~~to the ~~consent~~Company. ofThe ~~this~~shares ~~firm~~were inissued ~~violation~~pursuant ofto ~~Regulation~~Rule ~~S-X~~506 ~~Part~~of ~~210.8-03.~~Regulation D ~~The review~~ of the ~~financial~~Securities ~~statements~~Act ~~was~~and ~~not~~CCAT ~~complete~~has asrepresented ~~there~~that ~~were~~it ~~open~~is ~~issues~~an ~~with~~“accredited investor” ~~respect~~as todefined ~~accounting~~in ~~for~~Regulation ~~options~~D ~~and the timing~~ of the ~~expensing~~Securities ~~of options on the financial statements~~Act.

2.Cancellation ~~In review~~ of ~~the~~stock prior accountant's workpapers, I did not find audit procedures with regard to the options. A volatility of 100% was used and labeled "conservative" and the risk free interest rate 0.69% was labeled "reasonable" in the workpapers, without documentation for ~~those~~sale ~~determinations. I had requested an analysis in compliance with ASC 718-10-30-20 and information on the timing~~ of ~~the~~subsidiary issuances prior to the filing. In the analysis provided by the Company in December 2012, the volatility analysis indicated an 80% volatility and created a material change in the computation of option expense for the three and nine month periods ended September 30, 2012. The Company did not adjust the financial statements accordingly.

3.On IJuly ~~also~~8, ~~had~~2013, ~~questions~~as ~~with~~consideration for ~~regard to~~ the ~~payment~~acquisition of ~~invoices~~all ~~and~~of the ~~issuance~~issued ofand ~~options~~outstanding oncommon ~~the~~shares ~~first day~~ of ~~the quarter~~Corp, Ms. InMoskowitz ~~the~~cancelled ~~prior year workpapers~~25,880,448 ~~it appeared that there were no confirmations~~ of ~~any~~her ~~payables~~common ~~(only~~shares ~~tracing to subsequent disbursements) and I needed comfort on the timing~~ of ~~services provided with~~ the ~~posting of the invoices~~Company. ~~For~~The shares ~~example,~~were ~~one~~valued ~~contract~~at ~~from January 2011 indicated options as part of compensation~~$0.042 ~~Options~~per ~~were~~share ~~issued~~or ~~in January 2012 and expensed over the four quarters of 2012~~$1,078,352 ~~not~~based ~~2011.~~on ~~I received no subsequent information indicating~~ the ~~correct~~most ~~treatment~~recent sale ~~and timing~~ of ~~expensing~~our ~~for~~common ~~the~~stock ~~options. These adjustments were material~~ to ~~the~~accredited ~~financial statements as a whole~~investors.

4.NOTE ~~Due~~7 to–STOCK ~~the~~INCENTIVE failure of the Company to file a Form 8-K for Item 4.02, Non-Reliance on Previously Issued Financial Statements, I felt that the concurring reviewer and I were precluded from signing off on the engagement completion document and unable to complete the engagement.PLAN

~~The~~In accordance with the Company’s ~~disagrees~~2011 ~~with~~Stock ~~Tingle~~Incentive Plan, (the “Plan”), we are authorized to grant up to 12,000,000 shares of common stock, stock options intended to qualify as Incentive Stock Options, “ISO”, under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified options and stock appreciation ~~responds~~ rights to ~~Tingle's~~our ~~Letter~~employees, officers, directors and consultants. As a result of the Share Exchange Agreement, on May 17, 2013 we notified all of our option holders, holding a total of 5,301,660 stock options, that their options were being cancelled as ~~follows:~~they relate to discontinued operations. Consequently no shares were issued or outstanding under this stock incentive plan as at December 31, 2014 or 2013.

~~Response to Paragraph 1~~29

OnNOUVEAU ~~February~~VENTURES ~~4, 2013, the Company filed~~INC. a (formerly ~~Form~~SaasMAX ~~10Q-A~~Inc.) ~~indicating that the Original 10-Q filed on November 19, 2013 was not reviewed, and that subsequently, the financial~~ ~~statements~~ Notes ~~contained~~to inAudited ~~the~~Financial ~~original~~Statements ~~10-Q were reviewed by the Company's new accountant and that "no changes or amendments~~ ~~were~~ For ~~made to~~ the ~~9/30/12~~Years ~~10Q~~Ended ~~Report~~December as31, a2014 ~~result of the Review". See Response to Paragraph 2 below for a discussion of accounting for options~~ and ~~timing~~2013 ~~of expenses.~~

~~Response~~NOTE to8 ~~Paragraph~~– 2SUBSEQUENT EVENTS

OnSubsequent ~~November~~to ~~13,~~the fiscal ~~2012,~~year ~~Tingle~~ended ~~had~~December ~~sent an~~31, ~~email~~2014, to the Company ~~inquiring~~elected asnot to ~~the~~proceed ~~volatility of~~ with the ~~market~~distribution ~~price~~ of ~~the~~DFRS ~~common~~products ~~stock~~ and ~~the~~elected ~~calculation~~to ofallow ~~the~~their ~~option~~exclusive ~~expense.~~ distributor Inagreement ~~response~~with CCAT to ~~such~~remain ~~email,~~in ~~the~~default ~~Company,~~for ~~also~~lack onof ~~November~~payment ~~13, 2012, sent to Tingle the Company's Volatility Calculation.~~of ~~The~~ royalties. ~~Company~~We ~~had~~provided ~~used~~in afull ~~100%~~against ~~Volatility for~~ the ~~price~~cost of ~~its~~our ~~shares~~CCAT indistributor agreement ~~calculating~~as ~~the~~of ~~option~~December ~~expense~~31, to2014 beas ~~recorded.~~further ~~The~~described ~~100%~~in ~~Volatility was~~in ~~based~~Note ~~upon~~2 ~~the~~– ~~following:~~Discontinued Operations.

~~The Company was a new public entity~~Consequently, ~~having its S-1 Registration Statement being declared "Effective" by~~ the ~~SEC on October 14, 2011 (the "Effective Date"). A total of 5,000~~ ~~shares have been traded in the public marketplace since the Effective Date. The~~ Company ~~concluded~~has ~~that~~now itshifted ~~was~~its ~~not~~focus ~~reasonable~~ to ~~use~~ ~~the~~its ~~published~~developing ~~stock~~its ~~prices in determining their volatility. For all financial statements issued as of 9/30/12, the Company~~Quantumcharger ~~utilized a volatility of 100% in valuing our stock options which appeared conservative based on private sales of the Company’s stock~~ Technology. ~~To determine the reasonableness of the 100%, the Company determined that the most reasonable calculation was to consider~~ ~~the Company's volatility as if it were a non-public company in accordance with Accounting Standards Codification as follows:~~

~~30-20~~Effective April -A23, ~~nonpublic~~2015, ~~entity~~we ~~may~~released ~~not be able to reasonably estimate~~ the ~~fair~~50,000 ~~value~~Shares ofdue ~~its equity share options and similar instruments because it is not practicable for it~~ to ~~estimate the expected volatility of its share price~~Mr. InSt ~~that~~James ~~situation,~~under the ~~entity shall account for its equity share options and similar instruments~~ ~~based~~ terms ~~on a value calculated using the historical volatility~~ of ~~an appropriate industry sector index instead of~~ the ~~expected~~Technology ~~volatility of~~Acquisition ~~the~~Agreement ~~entity’s~~eight ~~share~~months ~~price~~after ~~(the calculated value)~~Closing. ~~[FAS 123(R), paragraph 23]~~

InThe Company ~~calculating~~has ~~the~~evaluated ~~volatility,~~subsequent events from the ~~Company~~balance sheet date through the ~~performed~~ date the ~~following~~financial ~~analysis:~~statements were issued and determined that, other than as disclosed above, there are no items to be disclosed.

~~1. Utilized the private market price per share for which stock was sold at from 1/19/11 - 7/1/12 to determine volatility. This resulted in a 94% volatility;~~30

2.ITEM ~~Utilized the private market price for which stock was sold at from 1/19/11 through~~ 9~~/30/12~~. ~~adjusted~~CHANGES ~~for~~IN ~~public~~AND ~~sales~~DISAGREEMENTS ~~beginning~~WITH onACCOUNTANTS ~~9/21/12.~~ON ~~This~~ACCOUNTING ~~resulted~~AND inFINANCIAL ~~a 108% volatility~~DISCLOSURE.

3None. ~~Selected various Small Business Filers per the SEC Edgar website in the SIC 7374 - Services - Computer Processing & Data Preparation noting volatility. This resulted in an average volatility of 80%.~~

~~The~~ITEM Company believes that it has made a reasonable estimate of the volatility of its share prices and is satisfied that a 100% volatility is appropriate in the calculation of its option expenses as set forth in its financial statements9A. ~~Further,~~CONTROLS ~~the~~AND ~~New Accountant is in agreement with the Company's calculations and reporting of the volatility expense~~PROCEDURES.

25Disclosure Controls and Procedures

~~Table~~We carried out an evaluation of ~~Contents~~the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2014 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.

~~Response~~Notwithstanding the toassessment ~~Paragraph~~that 3our internal control over financial reporting was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2014 fairly present our financial condition, results of operations and cash flows in all material respects.

~~Tingle has stated "I also had questions~~Management's ~~with~~Annual ~~regard~~Report ~~to the payment of invoices and the issuance of options~~ on ~~the~~Internal ~~first~~Control ~~day~~Over ofFinancial the quarter. In the prior year workpapers, it appeared that there were no confirmations of any payables (only tracing to subsequent disbursements) and I needed comfort on the timing of services provided with the posting of the invoices." On December 7, 2012, Registrant provided Tingle with the invoices he had inquired about on December 3, 2012. The Schedule provided to Tingle indicated that there was an under accrual of $225, an immaterial amount.Reporting

~~With regard to the options that were posted~~Our onmanagement ~~the~~is ~~first~~responsible ~~day of the quarter commencing 10/1/2012, there were a total of 28,900 options that were issued~~ for ~~services~~establishing ~~performed during~~and ~~the~~maintaining ~~quarter~~adequate ~~ended 9/30/2012. The invoice for services for which the 28,900 options were based, was not received until after~~internal ~~the~~control ~~end~~over offinancial ~~9/30/2012. Such options were part of the 73~~reporting,~~900~~ ~~options set forth in Footnote 7 to the Financial Statements "Subsequent Events" that were issued~~ as ofsuch ~~October~~term 1,is ~~2012.~~defined ~~With a volatility factor of 100%, the 28,900 options are valued at $16,419. These expenses were not ignored as they were set forth~~ in ~~Footnote~~Rules ~~7. Had these expenses been recorded in the three and nine month~~13a-15(f) ~~period ended September 30, 2012, they would have increased the Company's net loss for the nine months ended September 30, 2012 from $153,521 to $169,940,~~ and ~~the~~15d-15(f) ~~nine~~under ~~months ended September 30, 2012 from $319,029 to $335,448. Had~~ the ~~Company~~Exchange ~~used a volatility factor of 80%~~Act, ~~as suggested by Tingle, the 28,900 options would have been valued at $13,736 and, they would have increased the Company's net loss~~ for the ~~three months ended September 30, 2012 from $153,521 to $167,257, and for the nine months ended September 30, 2012 from $319,029 to $332,765. The~~ Company ~~chose to take the more conservative approach by using the Company's best estimate as provided in the Accounting Standards Codification Section above~~.

OnInternal control ~~December~~over 5,financial ~~2012,~~reporting ~~Registrant~~includes ~~sent~~those topolicies and procedures that: ~~Tingle~~(1) anpertain ~~analysis~~to the maintenance of records that, in reasonable detail, accurately and fairly reflect the ~~volatility~~transactions and ~~attempted~~dispositions toof ~~contact~~our ~~Tingle~~assets; (2) toprovide ~~discuss~~reasonable ~~the~~assurance ~~analysis.~~that ~~Tingle~~transactions ~~did~~are ~~not~~recorded ~~respond~~as necessary to permit ~~any~~preparation ~~attempts to~~of ~~communicate~~financial statements in accordance with ~~Tingle~~generally accepted accounting principles, and asthat aour ~~result,~~receipts ~~after~~and ~~many~~expenditures ~~phone~~are being ~~messages~~made ~~were~~only ~~left~~in accordance with authorizations of its management and directors; ~~many~~and ~~emails~~(3) ~~were~~provide ~~sent~~reasonable assurance regarding prevention or timely detection of unauthorized acquisition, ~~Tingle~~use ~~was~~or ~~dismissed~~disposition of our assets that ascould ~~Registrant's~~have ~~accountant~~a material effect on the financial statements.

~~Registrant~~Management recognizes ~~does~~that ~~not~~there ~~know~~are ~~what~~inherent ~~“January~~limitations in the effectiveness of any ~~2011”~~system ~~contract~~of ~~Tingle~~internal iscontrol, ~~referring~~and accordingly, even effective internal control can provide only reasonable assurance with respect to. ~~The~~financial ~~Company~~statement ~~did~~preparation and may not ~~begin~~prevent ~~operations~~or ~~until~~detect ~~January~~material 19misstatements. In addition, ~~2011~~effective internal ~~and~~control ~~the~~at ~~SaaSMAX~~a ~~Stock~~point in time may become ineffective in future periods ~~Option~~because ~~Plan~~of ~~was~~changes ~~not~~in ~~formed~~conditions ~~until~~or ~~July~~due ~~2011~~to deterioration in the degree of compliance with our established policies and procedures.

~~Response~~A material toweakness ~~Paragraph~~is 4a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

NoUnder ~~demand~~the ~~was~~supervision ~~made~~and bywith ~~Tingle for~~ the ~~Registrant~~participation toof ~~file~~our aChief ~~form~~Executive ~~8-K~~Officer ~~for~~and Chief ~~Item 4.02, Non-Reliance on Previously issued~~ Financial ~~Statements. On December 2~~Officer, ~~2012,~~management ~~Tingle~~conducted ~~sent~~ an ~~email~~evaluation toof ~~Registrant~~the effectiveness ~~stating:~~of ~~"The~~our ~~goal~~internal iscontrol ~~not~~over tofinancial ~~have~~reporting, aas ~~Form~~of ~~8-K under section 4.02 that~~the ~~would~~Evaluation ~~inform~~Date, ~~readers~~based ~~that~~on the ~~financial~~framework ~~statements~~set forth in ~~the Form 10~~Internal Control-QIntegrated ~~cannot~~Framework beissued ~~relied~~by ~~upon~~the ~~due~~Committee ~~to lack~~ of ~~auditor review and outstanding~~Sponsoring ~~accounting~~Organizations ~~issues. The~~of ~~preference is to always get~~ the ~~appropriate~~Treadway ~~information~~Commission to(COSO). Based ~~back~~on upits ~~the financial information.~~ evaluation Ifunder anthis ~~amendment is necessary~~framework, somanagement beconcluded ~~it,~~that ~~but~~our ~~the~~internal ~~goal~~control ~~needs~~over financial toreporting ~~have a correct, valid filing." Registrant~~ was ~~fully~~not ~~cooperating with~~effective ~~Tingle~~as onof ~~December 2, 2012 to give Tingle~~ the ~~"appropriate~~Evaluation ~~information"~~Date. ~~Thereafter Tingle chose to be non-communicative and not respond to Registrant until February 8, 2013.~~

OnManagement assessed ~~February~~the ~~13,~~effectiveness ~~2013,~~of inthe ~~response~~Company’s tointernal ~~Form 8-K~~control ~~filed~~over byfinancial reporting usas onof ~~February~~Evaluation ~~12,~~Date ~~2013,~~and ~~Tingle~~identified ~~stated~~the infollowing ~~a letter, as follows~~material weaknesses:

~~"At~~Insufficient Resources: We ~~this~~have ~~time,~~an ~~there~~inadequate ~~are accounting disagreements~~number onof ~~the~~personnel ~~financial~~with ~~statements~~requisite ~~filed~~expertise ~~with~~in the ~~Securities~~key ~~and~~functional ~~Commission~~areas onof ~~November 19, 2012. The Company Fi1ed Form 8-K/A-2 in rebuttal~~finance toand ~~our original Exhibit 16~~accounting.~~1 response dated February 8, 2013.~~

We agree with the timeline of documentation included therein on communications between our firm and the Company and the differences of opinion between the two entities. As we had not opined or consented on any year end or interim filings of the registrant, we have no disagreements on the statements consented to by other registered accounting firms."31

Inadequate Segregation of Duties: We ~~believe~~have ~~that~~an ~~our~~inadequate ~~financial~~number ~~statements~~of dopersonnel ~~not~~to ~~require~~properly implement ~~any~~control ~~adjustments~~procedures.

26Insufficient Written Policies & Procedures: We have insufficient written policies and procedures for accounting and financial reporting.

~~Table~~Inadequate ofFinancial ~~Contents~~Statement Closing Process: We have an inadequate financial statement closing process.

~~ITEM~~Lack ~~9A.~~of ~~CONTROLS~~Audit ~~AND~~Committee ~~PROCEDURES~~& Outside Directors on the Company’s Board of Directors: We do not have a functioning audit committee and outside directors on the Company’s Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

~~Evaluation~~Management ofis ~~disclosure~~committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and ~~procedures~~to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) prepare and implement sufficient written policies and checklists for financial reporting and closing processes and (4) may consider appointing outside directors and audit committee members in the future.

~~Based~~Management, ~~upon~~including anour ~~evaluation~~Chief ofExecutive ~~the~~Officer ~~effectiveness~~and Chief Financial Officer, ofhas ~~our~~discussed ~~disclosure~~the ~~controls~~material ~~and~~weakness ~~procedures~~noted ~~performed~~above bywith our ~~Chief~~independent ~~Executive~~registered public ~~Officer~~accounting asfirm. Due ofto the ~~end~~nature of ~~the~~this ~~period~~material ~~covered~~weakness, bythere ~~this~~is ~~report,~~a ~~our~~more ~~Chief~~than ~~Executive~~remote ~~Officer,~~likelihood ~~concluded~~ that ~~our~~misstatements ~~disclosure~~which ~~controls~~could ~~and~~be ~~procedures~~material ~~have~~to ~~not been effective as a result~~the ofannual aor ~~weakness~~interim infinancial ~~the~~statements ~~design~~could ofoccur ~~internal~~that ~~control~~would ~~over~~not ~~financial~~be ~~reporting~~prevented or ~~identified below~~detected.

~~As used herein, “disclosure~~This ~~controls~~Annual ~~and~~Report ~~procedures”~~does ~~mean~~not ~~controls~~include ~~and~~an ~~other~~attestation ~~procedures~~report of our ~~company~~registered ~~that are designed to ensure that information~~public ~~required~~accounting tofirm beregarding ~~disclosed~~internal bycontrol usover infinancial ~~the~~reporting. Management's ~~reports~~report ~~that~~was wenot ~~file~~subject orto ~~submit~~attestation ~~under~~by the ~~Securities~~our ~~Exchange Act is recorded, processed,~~registered ~~summarized~~public ~~and~~accounting ~~reported,~~firm ~~within~~pursuant ~~the~~to ~~time~~temporary ~~periods~~rules ~~specified~~of in the ~~Commission’s~~SEC ~~rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure~~ that ~~information~~permit ~~required to be disclosed by~~ us ~~in the~~to ~~reports~~provide ~~that~~only ~~we file or submit under the Securities Exchange Act is accumulated and communicated to our~~ management,'s ~~including~~report ~~our principal~~in ~~executive~~this ~~and~~Annual ~~principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure~~Report.

~~Management’s~~Changes in ~~Report on~~ Internal Control over Financial Reporting

~~Management~~There were isno ~~responsible~~changes ~~for~~in ~~establishing and~~our ~~maintaining adequate~~ internal control over financial reporting, asthat ~~such term is defined in Exchange Act Rule 13a-15(f) under~~occurred ~~the~~during ~~Securities Exchange Act of 1934. Our Chief Executive Officer/Chief Accounting Officer conducted an evaluation of~~ the ~~effectiveness~~fiscal ofquarter ~~our~~ended ~~control~~December ~~over~~31, ~~financial~~2014 ~~reporting~~that ~~based~~have onmaterially ~~the~~affected, ~~framework~~or inthat ~~Internal~~are ~~Control-Integrated Framework issued~~reasonably bylikely ~~the~~to ~~Committee~~materially ~~of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on management’s evaluation under the framework~~affect, ~~management has concluded that~~ our internal control over financial reporting ~~was not effective as of December 31, 2012~~.

WeLimitations ~~identified~~on material weaknesses in our internal control over financial reporting primarily attributable to (i) lack of segregation of incompatible duties; and (ii) insufficient Board of Directors representation. These weaknesses are due to our inadequate staffing during the ~~period~~Effectiveness ~~covered by this report and our lack~~ of ~~working~~Controls ~~capital to hire additional staff. Management has retained an outside, independent financial consultant to record~~ and review all financial data, as well as prepare our financial reports, in order to mitigate this weakness. Although management will periodically re-evaluate this situation, at this point it considers that the risk associated with such lack of segregation of duties and the potential benefits of adding employees to segregate such duties are not cost justified. We intend to hire additional accounting personnel to assist with financial reporting as soon as our finances will allow. Procedures

~~This annual report does not include an~~Our ~~attestation~~management, ~~report~~including of our ~~registered~~Chief ~~public~~Executive ~~accounting~~Officer ~~firm~~and ~~regarding~~Chief ~~internal~~Financial ~~control~~Officer, do ~~over~~not ~~financial~~expect ~~reporting.~~that ~~Management’s report~~the ~~was~~our ~~not~~controls ~~subject~~and toprocedures ~~attestation~~will byprevent ~~our~~all ~~registered~~potential error ~~public~~and ~~accounting~~fraud. A ~~firm~~control ~~pursuant~~system, tono ~~temporary~~matter ~~rules~~how ofwell ~~the~~conceived ~~Securities~~ and ~~Exchange~~operated, ~~Commission~~can ~~that~~provide ~~permit~~only usreasonable, tonot ~~provide~~absolute, ~~only~~assurance ~~management’s~~that ~~report~~the objectives inof ~~this~~the ~~annual~~control ~~report~~system are met.

~~Changes~~ITEM in9B. ~~Internal~~OTHER ~~Control Over Financial Reporting~~INFORMATION.

No changes in our internal control over financial reporting occurred during the year ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reportingNone.

2732

~~Table~~PART ~~of Contents~~III

ITEM 9B10. ~~OTHER~~DIRECTORS, ~~INFORMATION~~EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

~~None~~The following table sets forth the name and positions of our executive officers and directors.

PART III

Name	Age	Positions
Rob Rainer	65	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
David St. James	41	Vice Presient and Director

~~ITEM~~Rob 10Rainer, 65, was appointed as our Chief Financial Officer, Secretary, Treasurer and as a director on July 23, 2013. ~~DIRECTORS~~Mr. Rainer was appointed as our Chief Executive Officer and President on February 4, ~~EXECUTIVE~~2014. ~~OFFICERS~~Mr. ~~AND~~Rainer ~~CORPORATE~~is ~~GOVERNANCE~~a self-employed businessman who has run his own accounting/tax and computer system maintenance company for the last 35 years. He is an Enrolled Agent as well as a Microsoft Certified Professional. Prior to that, Mr. Rainer was second-in-command in running the finances of a large U.S. non-profit and charitable organization. Mr. Rainer does not hold, and has not previously held, any directorships in any other reporting companies.

~~Directors~~David St. James, 41, joined the Company as a Director on August 23, 2014. Mr. St. James is an inventor and ~~Executive~~businessman ~~Officers~~based in Las Vegas, Nevada. He has been involved in various aspects of the automotive industry, including product development, service and repair. Mr. St. James is currently a director, Secretary and Treasurer of Homeland Resources Ltd. Mr. St. James was the president and a director of XLR Medical Corp., a public company then engaged in medical imaging, from January 2009 to January 2012.

~~The names of our directors and executive officers,~~Terms ~~their principal occupations, and the year in which each~~ of ~~our directors and executive officers initially joined the board of directors are set forth below.~~Office

Name	Age	Position	Date First Appointed
Dina Moskowitz	46	CEO, CFO, Chairman, President & Secretary	January 19, 2011

Our directors are appointed for one year terms to hold office until the next annual general meeting of the holders of the our common stock, as provided by Article 330 of Chapter 78 “Private Corporations” of the Nevada Revised Statutes, or until removed from office in accordance with our by-laws. Our officers are appointed by our board of directors and hold office until removed by our board.

~~Dina~~We ~~Moskowitz.~~do ~~Ms. Moskowitz~~not ~~has~~pay ~~been~~to our ~~Chief Executive Officer and Chief Financial Officer from our~~directors ~~inception. Currently~~any ~~and~~compensation infor ~~the~~each ~~foreseeable~~director ~~future~~serving ~~she~~as ~~will~~a ~~devote~~director ~~approximately~~on ~~100%~~our ofboard ~~her time to the affairs~~ of ~~the Company.~~ ~~From May of 2010 to September 2012, she was also CEO of Critical Digital Data Solutions, Inc~~directors., We ~~("CDDS"),~~anticipate ~~a company~~ that ~~offers~~compensation ~~cloud-based~~may ~~online~~be ~~data~~paid ~~storage~~ to ~~individuals~~officers and businesses. In addition, Ms. Moskowitz was also Founder and Principal of Corporate Business Plan Associates ("CBPA"), a single proprietorship, through which she has provided business plan and strategic consulting services to early stage companies, primarily in the ~~technology space, for more than 15 years. From 1998~~ toevent ~~2007~~that ~~she~~we ~~devoted~~determine ~~approximately 50% of her time~~ to ~~CBPA. From~~proceed ~~2004~~with toadditional ~~2008,~~exploration ~~she~~programs ~~served as a part time V.P. of Marketing~~beyond and consultant for Spoken Translation, Inc., (a speech-to-speech translation software app vendor), and has provided consulting services to other software companies. Ms. Moskowitz is also a licensed real estate salesperson in the ~~State~~fourth ofphase ~~California. She is a graduate~~ of ~~the~~our ~~Wharton~~exploration ~~School of Business, University of Pennsylvania, where she earned a B~~program.~~S. of Economics degree in Finance.~~

~~ITEM~~Significant ~~11. EXECUTIVE COMPENSATION~~Employees

~~Ms.~~We ~~Moskowitz~~have ~~received~~no ~~compensation~~significant ~~of $40,000~~employees ~~during~~other ~~2012~~than ~~and~~our noofficers ~~compensation~~and ~~during 2011 from the Company~~directors. ~~There~~We ~~are~~conduct noour ~~current~~business ~~employment~~ through agreements ~~between~~with ~~the~~consultants ~~Company~~ and ~~its~~ ~~executive~~arms-length ~~officer~~third ~~or understandings regarding future compensation~~parties.

~~Ms. Moskowitz has agreed to work with limited~~Committees ~~remuneration~~of ~~until such time as~~ the ~~Company~~Board ~~receives~~Of ~~sufficient revenues necessary to provide proper salaries. Ms. Moskowitz will have the responsibility to determine the timing of remuneration for key personnel.~~Directors

Our audit committee presently consists of our directors. We do not have a compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees. Our directors performs the functions of a nominating committee and oversees the process by which individuals may be nominated to our board of directors. The ~~Company~~current size of our board of directors does not ~~intend~~facilitate tothe ~~pay~~establishment ~~employee~~of a separate committee. We hope to ~~directors~~establish a separate ~~fee~~nominating ~~for~~committee ~~their~~consisting ~~services~~of independent directors, if the number of our directors is expanded.

Name and principal position	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Dina Moskowitz, Chairman of the Board & CEO	January 19, 2011(inception) through December 31, 2011	$0	$0	$0	$0	$0	$0	$0	$0
Dina Moskowitz, Chairman of the Board & CEO	January 1, 2012 Through December 31, 2012	$40,000	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 40,000
Total All Executive Officers	January 19, 2011 (inception) Through December 31, 2012	$40,000	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 40,000

Audit Committee Financial Expert

28We have no audit committee financial expert serving on our audit committee. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our stage of development, we believe the services of a financial expert are not warranted.

~~Table of Contents~~33

~~ITEM~~Code ~~12. SECURITY OWNERSHIP~~Of ~~OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~Ethics

~~The~~Due ~~following table sets forth certain information, as of March 25, 2013, with respect~~ to ~~any~~the ~~person~~fact ~~(including any "group", as~~ that ~~term~~we ishave ~~used~~only two inexecutive ~~Section 13(d)(3) of the Securities Exchange Act of 1934~~officers, aswe ~~amended~~not ~~(the~~adopted ~~"Exchange~~a ~~Act"))~~formal ~~who is~~code ~~known to us to be the beneficial owner~~ of ~~more~~ethics. We ~~than~~plan ~~five percent (5%) of any class of our voting securities, and as~~ to ~~those~~ ~~shares~~adopt ofa ~~our~~code ~~equity securities beneficially owned by each~~ of ~~our~~ethics ~~directors and executive officers and all of our directors and executive officers as a group. Unless otherwise specified~~ in the ~~table~~future ~~below,~~once ~~such~~we ~~information,~~have ~~other~~expanded ~~than information with respect to~~ our ~~directors~~board and executive officers, is based on a review of statements filed with the Securities and Exchange commission (the "Commission") pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to our common stockteam. ~~As of March 25, 2013, there were 4,429,704 shares of our common stock outstanding.~~

~~The~~Compliance ~~number~~with ~~of shares of common stock beneficially~~Section owned by each person is determined under the rules of the Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within sixty 16(60a) ~~days after the date hereof, through the exercise~~ of ~~any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to~~ the ~~shares~~Securities ~~set~~Exchange ~~forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.~~Act

Name and Address of Beneficial Owner (1)	Common Stock Beneficially Owned	Percentage of Common Stock(4)
Dina M. Moskowitz, 3270 Caminito Eastbluff, Unit 95, La Jolla, CA 92037	2,599,988	47.8%
Tony Osibov, 204 N. El Camino Real, Suite #E-428, Encinitas, CA 92024	300,000	5.5%
F.U., LLC, 4324 Hawk Street, San Diego, CA 92103(2)	714,286	13.1%
Jeffrey Fink, 4325 Hawk Street, San Diego, CA 92103(3)	563,571	10.4%
Officers and Directors as a group (1 person)	2,599,988	47.8%

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based on our review of the copies of such forms received by us, no other reports were required for those persons, and we believe that during the year ended December 31, 2014, all Reporting Persons complied with all Section 16(a) filing requirements applicable to them.

~~(1)~~ITEM ~~Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities~~11. ~~Shares~~EXECUTIVE of common stock subject to options, warrants, or convertible debt currently exercisable or convertible, or exercisable or convertible within 60 days of the date of this Prospectus are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other personCOMPENSATION. Percentages are based on a total of shares of common stock outstanding on December 31, 2012, and the shares issuable upon the exercise of options, warrants exercisable, and debt convertible on or within 60 days of the date of this Prospectus.

~~(2)~~COMPENSATION ~~Jeffrey~~TO ~~Fink~~EXECUTIVE ~~has full investment authority for these shares.~~OFFICERS

~~(3)~~ The following ~~563,571~~table issets ~~comprised~~forth ofthe ~~5,000~~total ~~shares~~compensation ~~owned~~paid ~~individually~~or byaccrued ~~Mr.~~to ~~Fink,~~our ~~5,000~~named ~~shares owned individually by Shana Saichek~~executive officers, ~~Mr.~~as ~~Fink’s~~that ~~spouse,~~term ~~and~~is ~~seven~~defined ~~convertible~~in ~~notes~~Item ~~totalling~~402(m)(2) ~~$175,000~~of ~~issued~~Regulation toS-K ~~the~~during ~~Jeffrey~~our last E.two ~~Fink~~completed &fiscal ~~Shana P~~years. ~~Fink Family Trust which are convertible in total to 553,571 shares.~~

(4) Calculations are based upon total shares issued and outstanding of 5,436,819, comprised of 4,429,704 shares issued, plus 553,571 shares that would be issued upon the conversion of all seven outstanding Convertible Notes, plus all 21,739 shares that would be issued upon the exercise of all warrants that are exercisable within 60 days, plus 431,805 shares that would be issued upon the exercise of all stock options that are exercisable within 60 days

SUMMARY COMPENSATION TABLE
Name & Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen-sation ($)			Nonqualified Deferred Compen-sation Earnings ($)	All Other Compen-sation ($)	Total ($)
Rob Rainer, CEO, President, CFO Secretary, Treasurer Director	2014 2013	$0 $0	$0 $5,000	$0 $0	$0 $0	$0 $0			$0 $0	$139,399 $18,750	$139,399 $23,750
David St. James Vice President and Director	2014 2013	$0 n/a	$0 n/a	$0 n/a	$0 n/a		$0 n/a	$0 n/a		$0 n/a	$0 n/a
Harold C. Moll⁽¹⁾ Former CFO, Secretary Treasurer, Director	2014 2013	$0 $0	$0 $5,000	$0 $0	$0 $0		$0 $0	$0 $0		$(18,750) $18,750	$(18,750) $23,750
Dina Moskowitz⁽²⁾ Chief Executive Officer and Director	2014 2013	$0 $0	$0 $0	$0 $0	$0 $0		$0 $0	$0 $0		$0 $0	$0 $0

~~Changes in Control. We are not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403 of Regulation S-K.~~Notes:

~~Option~~(1) ~~Grants~~Harold inC. ~~Last~~Moll ~~Fiscal~~resigned ~~Year~~as a drirector and from all executive officer positions on February 4, 2014.

~~On July 5, 2011 the Board of Directors approved and implemented the 2011 Stock Incentive Plan~~ (~~the "Plan"~~2)~~. The~~ ~~plan~~Dina ~~authorized~~Moskowitz ~~option~~resigned ~~grants~~as toa ~~employees~~director and ~~other~~ ~~persons~~from ~~closely~~all ~~associated~~executive ~~with~~officer ~~the~~positions ~~Company~~on ~~for~~July ~~the purchase of up to 1~~23,~~000,000~~ ~~shares~~2013.

~~During the~~Outstanding ~~period~~Equity ~~from~~Awards at ~~January~~Fiscal 1,Year ~~2011 (Inception) through March 25, 2013 we have not awarded options to our executive officers.~~ End

~~Aggregate~~As ~~Option~~at December ~~Exercises~~31, in2014, ~~Last~~we ~~Fiscal~~had ~~Year~~no ~~and~~outstanding ~~Fiscal Year~~equity ~~End Option Values~~awards.

~~During~~Employment ~~the period from January 1, 2011 (Inception) through March 25, 2013 there were no options exercised by our executive officers.~~Contracts

29Other than as described below, we are not party to any employment contracts.

~~Table of Contents~~34

~~Employment~~On ~~Contract~~July 22, 2013, we entered into a management consulting agreement (the “Management Consulting Agreements”) dated July 22, 2013, with Rob Rainer. Under the terms of the Management Consulting Agreement with Rob Rainer and ~~Termination~~subject to the completing equity financing totaling not less than $1,000,000, Mr. Rainer agreed to act as our Chief Financial Officer, Secretary, Treasurer and a Director in consideration of ~~Employment~~a ~~Agreements~~base consulting fee of $5,000 per month which amount will be reviewed annually by the Board of Directors. In addition to the base consulting fee, we issued 750,000 shares of common stock to Mr. Rainer (the “Earn-Out Shares). The Earn-Out Shares will be held in our custody or our designee and released to Mr. Rainer on the basis of 10% of the original number of Earn-Out Shares on each anniversary of the Management Consultant Agreement. Notwithstanding that the shares are held in custody and are not released to Mr. Rainer, all voting and dividend rights in respect of the Earn-Out Shares shall accrue to Mr. Rainer and he shall be entitled to exercise such rights and receive such benefits in respect of the Earn-Out Shares. In the event of termination of the Management Consulting Agreement, any Earn-Out Shares not released, or scheduled to be released within six (6) months shall be returned for cancellation and Mr. Rainer shall have no further rights in respect of such shares. Our Board of Directors may also grant performance based bonuses annually and stock options under any stock option plan adopted by us.

WeITEM ~~have~~12. noSECURITY ~~employment~~OWNERSHIP ~~agreements~~OF ~~with~~CERTAIN ~~any officers~~BENEFICIAL orOWNERS ~~employees~~AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

~~Limitations on Liability and Indemnification of Officers and~~EQUITY ~~Directors~~COMPENSATION PLANS

~~Our~~On ~~certificate~~July of5, ~~incorporation~~2011 ~~includes~~(the “Effective aDate”), ~~provision~~we ~~that~~adopted ~~eliminates~~ the ~~personal~~2011 ~~liability~~Stock ofIncentive ~~our directors for monetary damages for breach of fiduciary duty as a director~~Plan, to (the ~~fullest~~“Plan”), ~~extent~~pursuant ~~permitted~~to which bywe ~~Nevada~~are ~~Revised~~authorized ~~Statutes.~~to ~~Our~~grant ~~certificate~~shares of ~~incorporation~~common ~~also~~stock, ~~provides~~stock ~~that~~options weintended to ~~must~~qualify ~~indemnify our~~as ~~directors~~Incentive ~~and~~Stock ~~officers~~Options, to“ISO”, ~~the~~under ~~fullest~~Section ~~extent~~422 ~~permitted~~of bythe ~~Nevada~~Internal Revenue ~~law~~Code ~~and~~of ~~advance~~1986, ~~expenses~~as toamended, ~~our~~non-qualified ~~directors~~options and ~~officers~~stock inappreciation ~~connection~~rights ~~with a legal proceeding~~ to ~~the~~our ~~fullest~~employees, ~~extent permitted by Nevada law~~officers, ~~subject to certain exceptions. We are in the process of obtaining~~ directors' and ~~officers'~~consultants ~~insurance~~of ~~for~~up ~~our~~to ~~directors~~1,000,000 shares ~~officers~~of ~~and~~common ~~some employees for specified liabilities~~stock.

The ~~limitation~~following oftable ~~liability~~sets ~~and~~forth ~~indemnification~~certain ~~provisions~~information inconcerning ~~our~~all ~~certificate~~equity ofcompensation ~~incorporation~~plans ~~may~~previously ~~discourage~~approved by stockholders ~~from~~and ~~bringing~~all aprevious ~~lawsuit~~equity ~~against~~compensation ~~directors~~plans ~~for~~not ~~breach of~~previously ~~their fiduciary duty. They may also have the effect of reducing the likelihood of derivative litigation against directors and~~approved ~~officers,~~by ~~even though an action of this kind, if successful, might otherwise benefit us and our~~ stockholders~~. Furthermore~~, aas ~~stockholder's investment~~of ~~may be adversely affected to~~ the ~~extent~~most werecently ~~pay~~completed ~~the~~fiscal ~~costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions~~year. ~~However, we believe that these indemnification provisions are necessary to attract and retain qualified directors and officers.~~

SEC Policy on Indemnification

	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity Compensation Plans Approved By Security Holders	Nil	N/A	N/A
Equity Compensation Plans Not Approved By Security Holders	Nil	N/A	1,000,000

~~Insofar~~2011 asStock ~~indemnification for liabilities~~Incentive arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.Plan

~~Long~~On ~~Term~~July 5, 2011, we established our 2011 Stock Incentive ~~Plans~~Plan (the “Plan”). The purpose of the Plan is to to assist in attracting and retaining highly competent key employees, non-employee directors and consultants and to act as an incentive in motivating selected key employees, non-employee directors and consultants to achieve long-term corporate objectives.

~~There~~The ~~are~~Plan nois ~~long~~administered ~~term~~by ~~incentive~~our ~~plans~~Board of Directors or by a committee of the Board (the “Committee”). The Committee shall have exclusive and final authority in each determination, interpretation or other action affecting the Plan and its participants. The Committee shall have the sole discretionary authority to interpret the Plan, to establish and modify administrative rules for the Plan, to impose such conditions and restrictions on Awards as it determines appropriate, and to take such steps in connection with the Plan and Awards granted hereunder as it may deem necessary or advisable.

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~35

~~Director~~Participants ~~Independence~~in the Plan shall be such key employees, non-employee directors and consultants, whether or not members of the Board, as the Committee, in its sole discretion, may designate from time to time. The Committee’s designation of a Participant in any year shall not require the Committee to designate such person to receive Awards in any other year. The designation of a Participant to receive an Award under one portion of the Plan does not require the Committee to include such Participant under other portions of the Plan. The Committee shall consider such factors as it deems pertinent in selecting participants and in determining the types and amounts of their respective Awards.

~~Our~~The ~~board~~total number of ~~directors~~shares ~~is currently composed~~initially ofauthorized ~~one~~to ~~member,~~be ~~who~~issued ~~does~~under ~~not qualify as an independent director in accordance with~~ the ~~published~~Plan ~~listing~~shall ~~requirements~~be ofone ~~the~~million ~~NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests~~(1, ~~such as that the director is not~~000,000) ~~and has~~shares ~~not~~of ~~been~~Common ~~for~~Stock atand ~~least~~are ~~three~~subject ~~years,~~to ~~one~~adjustment ofpursuant ~~our~~to ~~employees and that neither~~ the ~~director,~~terms ~~nor any~~ of ~~his~~the ~~family members has engaged~~Plan. inThe ~~various~~number ~~types~~ of ~~business~~shares ~~dealings~~available ~~with~~for ~~us.~~issuance Inunder ~~addition,~~the ~~our~~Plan ~~board~~shall ofbe ~~directors~~subject ~~has not made a subjective determination as~~ to ~~each~~adjustment ~~director~~in ~~that~~accordance nowith ~~relationships exist which, in~~ the ~~opinion~~terms of ~~our~~the ~~board~~Plan. The ofshares ~~directors,~~to ~~would~~be ~~interfere~~offered under ~~with~~ the ~~exercise~~Plan ~~of independent~~shall ~~judgment~~be inauthorized ~~carrying~~and ~~out~~unissued ~~the~~shares ~~responsibilities~~ of aCommon ~~director~~Stock, ~~though such subjective determination is required by the~~or ~~NASDAQ~~issued ~~rules.~~shares ~~Had our board~~ of ~~directors~~Common ~~made~~Stock ~~these~~which ~~determinations,~~will ~~our board of directors would~~ have ~~reviewed~~been ~~and~~reacquired ~~discussed information provided~~ by ~~the directors and~~ us ~~with regard to each director's business and personal activities and relationships as they may relate to us and our management~~.

~~Related~~The ~~Party~~exact ~~Transactions~~terms of the option granted are contained in an option agreement between us and the person to whom such option is granted. The exercise price for stock options is determined by the Committee. An option holder may exercise options from time to time, subject to vesting. Options will vest immediately upon death or disability of a participant and upon certain change of control events.

~~During 2012~~The ~~and~~Board ~~2011,~~of Directors may amend the ~~Company~~Plan at ~~granted~~any ~~90,000~~time and ~~20,000~~in ~~stock~~any ~~options~~manner, ~~respectively~~subject ~~from~~to the ~~2011~~following: ~~Stock~~(1) ~~Incentive~~no ~~Plan~~recipient ~~to Stanley~~of ~~Moskowitz~~any ~~for~~award ~~legal~~may, ~~advisory~~without ~~services.~~his ~~Mr.~~or ~~Moskowitz~~her isconsent, ~~the~~be ~~father~~deprived thereof or of ~~the~~any ~~Company’s~~of ~~CEO,~~his or ~~Dina~~her ~~Moskowitz.~~rights ~~The~~thereunder ~~exercise~~or ~~price of~~with ~~the~~respect ~~options~~thereto ~~ranges~~as ~~from~~a ~~$0.20~~result toof ~~$0.92~~such ~~per~~amendment or ~~share~~termination; and ~~were~~(2) ~~valued~~any atoutstanding ~~approximately,~~incentive ~~$34,000~~stock ~~and~~option $2that is modified,~~500~~ extended, ~~respectively.~~renewed, Asor ofotherwise ~~March 25,~~altered ~~2013,~~must be treated in accordance nowith ~~options~~Section ~~have~~424(h) ~~been~~of ~~exercised~~the Code.

MrThe Board of Directors shall have the right and the power to terminate the Plan at any time. No ~~Tony~~Award ~~Osibov,~~shall abe granted ~~beneficial~~under ~~owner~~the Plan after the termination of ~~6.2%~~the Plan, but the termination of the ~~Company’s~~Plan ~~common~~shall ~~stock,~~not ~~served~~have asany other effect and any Award outstanding at the time ~~Company’s~~of ~~technical~~the ~~consultant~~termination ~~during~~of ~~2011~~the Plan may be exercised after termination of the Plan at any time prior to the expiration date of such Award to the same extent such Award would have been exercisable had the Plan not been terminated.

30We have not yet filed a registration statement under the Securities Act to register the shares of our Common Stock reserved for issuance under the Plan.

~~Table~~SECURITY OWNERSHIP ofOF ~~Contents~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

~~ITEM~~The 14following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of July 29, 2015 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. ~~PRINCIPAL~~Unless ~~ACCOUNTING~~otherwise ~~FEES~~indicated, the ~~AND~~shareholders ~~SERVICES~~listed possess sole voting and investment power with respect to the shares shown.

The Company had appointed Hamilton, PC as our independent registered public accounting firm for 2012 and 2011. On November 2, 2012, the Company dismissed Hamilton P.C. and on the same date, engaged the accounting firm of Kyle L. Tingle, CPA, LLC. Subsequently, on January 23, 2013, the Company dismissed Kyle L. Tingle, CPA, LLC engaged Ronald R. Chadwick, P.C. as its independent registered accountant. See Item 9. Changes In and Disagreements with Accountants on Financial and Accounting Disclosures.

Title of Class	Name and Address of Beneficial Owner	Number of Shares of Common Stock⁽¹⁾	Percentage of Common Stock⁽¹⁾
DIRECTORS AND OFFICERS
Common Stock	Rob Rainer CEO, CFO, President, Secretary, Treasurer & Director	25,482,000⁽²⁾ (direct)	50.95%
Common Stock	David St. James Vice President & Director	200,000 (direct)	0.4%
Common Stock	All Officers and Directors as a Group (1 person)	25,682,000 Shares⁽²⁾⁽³⁾	51.35%
5% SHAREHOLDERS
Common Stock	Rob Rainer CEO, CFO, President, Secretary, Treasurer & Director	25,482,000⁽²⁾ (direct)	50.95%

~~The following table shows the fees that were paid or accrued by us for audit and other services during 2012 and 2011.~~36

	2012	2011
Audit Fees (1)	$5,592	$5,500
Audit-Related Fees	-	-
Tax Fees (2)	-	-
All Other Fees	-	-
Total	$5,592	$5,500

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 29, 2015. As of July 29, 2015, there were 50,018,888 shares of our common stock issued and outstanding.

(12) ~~Audit~~Included ~~fees~~in ~~represent~~the ~~fees~~2,123,500 ~~for~~shares ~~professional~~beneficially ~~services~~owned ~~provided~~by Mr. Rainer are 750,000 Earn-Out Shares (see discussion regarding Mr. Rainer’s Earn-Out Shares in ~~connection~~Item ~~with~~11. ~~the~~above) ~~audit~~held ofin our ~~annual~~custody ~~financial~~or ~~statements~~our designee and released to Mr. Rainer on the ~~review~~basis of ~~our~~10% ~~quarterly~~of ~~financial~~the ~~statements~~original ~~and~~number ~~those~~of ~~services~~Earn-Out ~~normally~~Shares ~~provided~~on ineach ~~connection~~anniversary ~~with~~of ~~statutory~~the orManagement ~~regulatory~~Consultant ~~filings~~Agreement. orNotwithstanding ~~engagements~~that ~~including~~the ~~comfort~~shares ~~letters,~~are ~~consents~~held in custody and ~~other~~are ~~services~~not ~~related~~released to ~~SEC matters~~Mr. ~~This~~Rainer, ~~information~~all isvoting ~~presented~~and asdividend rights in respect of the ~~latest~~Earn-Out ~~practicable~~Shares ~~date~~shall ~~for~~accrue ~~this~~to ~~annual~~Mr. ~~report~~Rainer and he shall be entitled to exercise such rights and receive such benefits in respect of the Earn-Out Shares.

~~(2)~~CHANGES ~~Our~~IN ~~independent registered accountants do not provide us with tax compliance, tax advice or tax planning services.~~CONTROL

~~All~~We ~~audit~~are ~~related~~not ~~services,~~aware ~~tax~~of ~~services and~~any ~~other~~arrangement ~~services~~which ~~rendered~~may byresult ~~our~~in ~~independent~~a change ~~registered~~in ~~accountants~~control ~~were~~in ~~pre-approved~~the ~~by our Board of Directors~~future.

~~EXHIBIT~~Except ~~INDEX~~as disclosed below, none of the following parties has, during our last two fiscal years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

~~The~~(a) ~~Company’s~~Any ~~financial~~of ~~statements and~~our ~~related~~directors ~~notes thereto are listed and included in this Annual Report beginning on page F-1. The following exhibits are filed with,~~ or ~~are incorporated by reference into, this Annual Report. References to "the Company" in this Exhibit List mean SaaSMAX, Inc., a Nevada corporation.~~officers;

Exhibit #		Description
3.1 (1)		Articles of Incorporation of SaaSMAX, Inc. as amended
3.2 (1)		Corporate Bylaws for SaaSMAX, Inc.
4.1(2)		SaaSMAX 2011 Stock Incentive Plan
31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act
32.1*		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS(3)		XBRL Instance Document
101.SCH(3)		XBRL Taxonomy Extension Schema
101.CAL(3)		XBRL Taxonomy Extension Calculation
101.DEF(3)		XBRL Taxonomy Extension Definition
101.LAB(3)		XBRL Taxonomy Extension Label
101.PRE(3)		XBRL Taxonomy Extension Presentation

(b)	Any person proposed as a nominee for election as a director;

(1c)~~Incorporated by~~ ~~reference~~Any toperson ~~the~~who ~~Registrant’s~~beneficially ~~Registration~~owns, ~~Statement~~directly onor ~~Form~~indirectly, ~~S-1~~more asthan ~~filed~~5% ~~May~~of ~~23,~~our ~~2011~~outstanding common stock; or

(2d) ~~Incorporated~~ byAny ~~reference~~child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law of any person listed in (a) to (c), above, or any person (other than a tenant or employee) who shares the ~~Registrant’s~~household ~~Annual~~of ~~Report~~any onperson ~~Form~~listed ~~10-K~~in ~~dated~~(a) ~~March~~to 29(c), ~~2012~~above.

~~(3) In~~On ~~accordance~~July ~~with~~22, ~~Rule~~2013, ~~406T~~the ofwe ~~Regulation~~entered into ~~S-T,~~consulting ~~the~~agreements ~~XBRL~~with ~~related~~Mr. ~~information~~Rainer, into ~~Exhibit~~act ~~101~~as our Director, Chief toFinancial ~~this~~Officer, ~~Annual~~Secretary ~~Report~~and onTreasurer and ~~Form~~Mr. ~~10-K~~Moll, isto ~~furnished~~act ~~and~~as ~~shall~~our Director, ~~not~~Chief beExecutive ~~deemed~~Officer toand bePresident (the “~~filed~~Consultant(s)”). The consulting ~~for~~agreements ~~purposes~~were ofto ~~Section 18 of~~continue ~~the~~until ~~Exchange~~July ~~Act~~21, or2023, ~~otherwise~~ subject to earlier termination as provided in the ~~liability~~consulting agreements. During the term of ~~that~~the consulting ~~section~~agreements, and ~~shall~~subject to oury completing equity financing totaling not beless ~~part~~than $1,000,000 we agreed to pay each of ~~any~~the ~~registration~~Consultant ~~statement~~a base orconsulting ~~other~~fee ~~document~~of ~~filed~~$5,000 ~~under~~per ~~the~~month ~~Securities~~in ~~Act~~consideration orof their services. In addition to the ~~Exchange~~base ~~Act~~consulting fee, ~~except~~the asBoard ~~shall~~of beDirectors ~~expressly~~may ~~set~~grant ~~forth~~to bythe Consultants ~~specific~~annual ~~reference~~bonuses based on performance. On August 20, 2013, the Board inof ~~such~~Directors ~~filing~~approved, and the Consultants were paid, partial annual bonuses of $5,000 each.

*Filed herewith.37

On July 22, 2013, we issued a total of 1,500,000 shares of our common stock (the “Earn-Out Shares”) to both Mr. Moll and Mr. Rainer under the terms of their consulting agreements. The Earn-Out Shares are held in the custody of the Company and will be released on the basis of 10% of the original number of Earn-Out Shares on each anniversary of the consulting agreements. The Earn-Out Shares may not be sold, transferred or pledged, and are subject to forfeiture under the termination provisions of the management consulting agreements. The Earn-Out Shares are revalued each reporting period based on the average stock price during the respective period and the related stock based compensation expense is recognized. During the year ended December 31, 2013, the Company recognized $37,500 of stock based compensation related to the Earn-Out Shares.

~~Table~~Effective ofFebruary ~~Contents~~4, 2014, Harold C. Moll resigned as our Chief Executive Officer, President and as a Director. Mr. Moll has agreed to terminate his Management Consulting Agreement and surrender for cancellation to us the 750,000 shares issued to him under his management consulting agreement (the “Share Cancellation”).

~~Signatures~~On August 19, 2014, we entered into a Technology Acquisition Agreement (the “Technology Acquisition Agreement”) with David St. James, our Vice President and Director. Under the terms of the Agrement we agreed to issue to Mr. St. James, 200,000 shares of our common stock at a deemed price of $0.30 per share, representing the most recent price for which our common stock sold in the market place. Mr. St. James also retained a royalty of 5% of gross revenues from the exploitation of the Quantumcharger Technology, subject to minimum royalty payments of $1,500 per calendar month.

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

	SaaSMAX, Inc. (Registrant)
Date: March 25, 2013	By:	/s/ Dina Moskowitz
		Dina Moskowitz
		Chief Executive Officer

Our common stock is quoted on the OTC Bulletin Board interdealer quotation system, which does not have director independence requirements. Under NASDAQ Rule 5605(a)(2), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Our directors, Rob Rainer and David St. James, are also our executive officers. As a result, we do not have any independent directors.

~~Pursuant~~As toa ~~the~~result ~~requirements~~ of ~~the~~our ~~Securities~~limited ~~Exchange~~operating ~~Act~~history ofand ~~1934~~minimal resources, ~~this~~our ~~report~~management ~~has~~believes ~~been~~that ~~signed~~it ~~below~~will have bydifficulty ~~the~~in ~~following~~attracting ~~persons~~independent ondirectors. In ~~behalf~~addition, ofwe ~~the~~would likely ~~registrant~~be required to obtain directors and inofficers ~~the~~insurance ~~capacities~~coverage in order to attract and onretain independent directors. Our management believes that the costs ~~dates~~associated ~~indicated~~with maintaining such insurance is prohibitive at this time.

Name	Title	Date
/s/ Dina Moskowitz	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	March 25, 2013
/s/ Dina Moskowitz	Chief Financial Officer (Principal Financial and Accounting Officer)	March 25, 2013

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

32The aggregate fees billed for the two most recently completed fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal periods were as follows:

Table of Contents

	Year Ended December 31, 2014	Year Ended December 31, 2013
Audit Fees	$12,000	$13,870
Audit-Related Fees	Nil	Nil
Tax Fees	Nil	Nil
All Other Fees	Nil	Nil
Total	$12,000	$13,870

~~SaaSMAX~~Our audit committee annually reviews the qualifications of Cutler & Co., ~~Inc~~LLC, Certified Public Accountants, prior to engaging them as our auditors in accordance with Rule 2-01(c)(7)(i)(A) of Regulation S-X.

~~INDEX TO FINANCIAL STATEMENTS~~38

	Page
Reports of Independent Registered Public Accounting Firm
Report of Ronald R. Chadwick, PC, Independent Registered Public Accounting Firm	34
Report of Hamilton PC, Independent Registered Public Accounting Firm	35
Balance Sheets as of December 31, 2012 and 2011	36
Statements of Operations for the Year Ended December 31, 2012, the Period from January 11, 2011 (inception) to December 31, 2011 and the Period from January 11, 2011 (inception) to December 31, 2012	37
Statements of Cash Flows for the Year Ended December 31, 2012, the Period from January 11, 2011 (inception) to December 31, 2011 and the Period from January 11, 2011 (inception) to December 31, 2012	38
Statements of Stockholders’ Equity for the Period from January 11, 2011 (inception) to December 31, 2012	39
Notes to the Financial Statements	40

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

33The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:

Table of Contents

Exhibit Number		Description of Exhibit
2.1		Agreement and Plan of Merger dated August 20, 2014 between SaaSMax Inc. (as surviving company) and Nouveau Ventures Inc. (as merging entity).⁽⁹⁾
3.1		Articles of Incorporation.⁰
3.2		Bylaws.⁰
3.3		Bylaw No. 2A to Article III - Directors.⁽⁵⁾
3.4		Certificate of Change Pursuant to NRS 78.209.⁽⁷⁾
3.5		Certificate of Merger.⁽⁹⁾
3.6		Articles of Merger between the Company (as surviving company) and Nouveau Ventures Inc. (as merging entity), with surviving entity changing its name to "Nouveau Ventures Inc."⁽⁹⁾
4.1		Stock Incentive Plan.⁽²⁾
10.1		Stock Incentive Plan.⁽²⁾
10.2		Convertible Promissory Note for $25,000 dated July 1, 2012, amended January 23, 2013.⁽³⁾
10.3		Convertible Promissory Note for $25,000 dated August 15, 2012, amended January 23, 2013.⁽³⁾
10.4		Convertible Promissory Note for $25,000 dated September 26, 2012, amended January 23, 2013.⁽³⁾
10.5		Convertible Promissory Note for $25,000 dated October 26, 2012, amended January 23, 2013.⁽³⁾
10.6		Convertible Promissory Note for $25,000 dated December 6, 2012, amended January 23, 2013.⁽³⁾
10.7		Convertible Promissory Note for $25,000 dated January 9, 2013, amended January 23, 2013.⁽³⁾
10.8		Convertible Promissory Note for $25,000 dated February 23, 2013.⁽³⁾
10.9		Letter dated January 24, 2013 confirming maturity dates of amended convertible notes.⁽³⁾
10.10		Exclusive Distributor Agreement dated July 9, 2013 between the Company and California Clean Air Technologies, LLC.⁽⁴⁾
10.11		Promissory Note in favor of California Clean Air Technologies, LLC in the principal amount of $50,000.⁽⁴⁾
10.12		Asset Purchase Agreement dated July 1, 2013 between the Company and its wholly-owned subsidiary, SaaSMAX Corp.⁽⁴⁾
10.13		Share Exchange Agreement dated July 10, 2013 between the Company and Dina M. Moskowitz for the transfer of shares of the Company’s wholly-owned subsidiary, SaaSMAX Corp.⁽⁴⁾
10.14		Management Consulting Agreement dated July 22, 2013 between the Company and Harold C. Moll.⁽⁵⁾
10.15		Management Consulting Agreement dated July 22, 2013 between the Company and Rob Rainer.⁽⁵⁾
10.16		Termination of Management Consulting Agreement and Cancellation of Earn-Out Shares between the Company and Harold C. Moll dated February 4, 2014.⁽⁶⁾
10.17		Mutual release between the Company and Harold C. Moll dated February 4, 2014.⁽⁶⁾
10.18		Technology Acquisition Agreement dated August 19, 2014 among the Company, David St. James and the Company’s wholly-owned subsidiary, Nouveau Ventures Inc.⁽⁸⁾
10.19		Agreement and Plan of Merger dated August 20, 2014 between the Company and Nouveau Ventures Inc.⁽⁸⁾
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification 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 Extension Schema.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase.
101.DEF		XBRL Taxonomy Extension Definition Linkbase.
101.LAB		XBRL Taxonomy Extension Label Linkbase.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase.

~~RONALD R. CHADWICK, P.C.~~39

~~Certified Public Accountant~~Notes:

~~2851~~(1) ~~South~~Filed ~~Parker~~as ~~Road,~~an ~~Suite~~exhibit ~~720~~to our Registration Statement on Form S-1 filed on May 23, 2011.

~~Aurora,~~(2) ~~Colorado~~Filed ~~80014~~as an exhibit to our Registration Statement on Form S-1/A filed on August 15, 2011.

~~Telephone~~ (~~303~~3)~~306~~ Filed as an exhibit to our Current Report on Form 8-~~1967~~K filed on April 17, 2013.

~~Fax~~ (~~303~~4)~~306~~ Filed as an exhibit to our Current Report on Form 8-~~1944~~K filed on July 15, 2013.

~~REPORT~~(5) OFFiled ~~INDEPENDENT REGISTERED~~as ~~PUBLIC~~an ~~ACCOUNTING~~exhibit ~~FIRM~~to our Current Report on Form 8-K filed on July 25, 2013.

~~Board~~(6) ofFiled ~~Directors~~as an exhibit to our Current Report on Form 8-K filed on February 6, 2014.

~~Saasmax~~(7) Filed as an exhibit to our Current Report on Form 8-K filed on April 17, ~~Inc~~2014.

~~San~~(8) ~~Diego~~Filed as an exhibit to our Current Report on Form 8-K filed on August 21, ~~California~~2014.

~~I have audited the accompanying balance sheet of Saasmax, Inc.~~ (~~a development stage company~~9) Filed as ofan ~~December~~exhibit 31, 2012, and the related statements of operations, stockholders' equity, and cash flows for the year then ended and for the period from January 19, 2011 (inception) through December 31, 2012. These financial statements are the responsibility of the Company's management. My responsibility is to ~~express~~our anCurrent ~~opinion~~Report on ~~these financial~~Form ~~statements~~8-K ~~based~~filed on mySeptember ~~audit. The Company's financial statements as of and for the period from January 19~~9, 2011 (inception) through December 31, 2011 were audited by other auditors whose report, dated March 16, 2012, included an explanatory paragraph describing going concern issues as discussed in Note 1 to the financial statements2014. The financial statements for the period from January 19, 2011 (inception) through December 31, 2011 reflect a net loss applicable to common stockholders of $182,012 of the related total. The other auditors' report has been furnished to me, and my opinion, insofar as it relates to the amounts for such prior period, is based solely on the report of such other auditors.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.40

~~In my opinion, based on my audit and the report~~SIGNATURES ~~of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position~~ of Saasmax, Inc. at December 31, 2012, and the results of its operations and its cash flows for the year then ended and for the period from January 19, 2011 (inception) through December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

~~The~~Pursuant ~~accompanying~~to ~~financial~~the ~~statements~~requirements ~~have~~of Section ~~been~~13 ~~prepared~~or ~~assuming~~15(d) ~~that~~of the ~~Company~~Securities ~~will~~Exchange ~~continue~~Act asof ~~a going concern. As discussed in Note 1 to the financial statements~~1934, the ~~Company~~ ~~has~~registrant ~~suffered recurring losses from operations and~~ has aduly ~~working capital deficit. These conditions raise substantial doubt~~caused ~~about~~this ~~its~~report ~~ability~~ to ~~continue~~be assigned aon ~~going~~its ~~concern.~~behalf ~~Management's~~by ~~plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from~~ the ~~outcome~~undersigned, ofthereunto ~~this uncertainty~~duly authorized.

/s/ Ronald R. Chadwick, P.C.

			NOUVEAU VENTURES INC.



Date:	July 30, 2015	By:	/s/ Rob Rainer
			ROB RAINER
			Chief Executive Officer, Chief Financial Officer ,
			President, Secretary and Treasurer
			(Principal Executive Officer & Principal Accounting Officer)

~~RONALD~~Pursuant R.to ~~CHADWICK~~the requirements of the Securities Exchange Act of 1934, Pthis report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.C.

Aurora, Colorado

Date:	July 30, 2015	By:	/s/ Rob Rainer
			ROB RAINER
			Chief Executive Officer, Chief Financial Officer ,
			President, Secretary, Treasurer and
			Director

March 18, 2013

Date:	July 30, 2015	By:	/s/ David St. James
			DAVID ST. JAMES
			Vice President and Director

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

SaaSMAX, Inc

San Diego, California

We have audited the accompanying balance sheet of SaaSMAX, Inc, as of December 31, 2011, and the related statements of operations, stockholders’ equity and cash flows for the period from January 19, 2011 (inception) to December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SaaSMAX, Inc. as of December 31, 2011, and the result of its operations and its cash flows for the period from January 19, 2011 (inception) to December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that SaaSMAX, Inc. will continue as a going concern. As discussed in Note 1 to the financial statements, SaaSMAX, Inc. suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Hamilton, PC

Hamilton, PC

Denver, Colorado

March 16, 2012

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SaaSMAX, INC.
(A Development Stage Company)
BALANCE SHEETS
	December 31, 2012		December 31, 2011
ASSETS
Current assets:
Cash	$	16,375	$	33,158
Accounts receivable, net		962		-
Other current assets		1,123		2,555
Total current assets		18,460		35,713
Property & equipment, net of accumulated depreciation		34,122		20,195
Total assets	$	52,582	$	55,908
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	17,020	$	8,526
Accounts payable - related parties		-		3,778
Convertible debt, net of debt discount		34,727		-
Total current liabilities		51,747		12,304
Total liabilities		51,747		12,304
Stockholders’ equity
Preferred stock, $0.001 par value; 20,000,000 shares authorized; no shares issued and outstanding		-		-
Common stock, $0.001 par value; 100,000,000 shares authorized; 4,429,704 and 4,100,512 shares issued and outstanding as of December 31, 2012 and 2011, respectively		4,430		4,100
Additional paid-in capital		668,091		227,647
Deferred compensation expense - options		(8,491)		(3,122)
Founders' receivable		(3,000)		(3,000)
Deficit accumulated during development stage		(660,195)		(182,021)
Total stockholders’ equity		835		43,604
Total liabilities and stockholders’ equity	$	52,582	$	55,908
See accompanying notes to financial statements

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SaaSMAX, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
		Year ended December 31, 2012		January 19, 2011 (inception) to December 31, 2011		January 19, 2011 (inception) to December 31, 2012
Revenues		$	4,538	$	-	$	4,538
Costs of services			1,790		-		1,790
Gross profit			2,748		-		2,748
Operating expenses
	Salaries and professional fees		300,880		81,087		381,967
	Technology and product development		65,028		70,721		135,748
	General and administrative		77,477		30,213		107,690
Total operating expenses			443,385		182,021		625,406
Loss from operations			(440,637)		(182,021)		(622,658)
Other expense
	Interest expense		37,537		-		37,537
Total other expense			37,537		-		37,537
Net loss		$	(478,174)	$	(182,021)	$	(660,195)
Weighted average number of common
	shares outstanding - basic and fully diluted		4,361,258		3,947,925		4,164,039
Net loss per share - basic and fully diluted		$	(0.11)	$	(0.05)	$	(0.16)
See accompanying notes to financial statements

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SaaSMAX, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
		Year ended December 31, 2012		January 19, 2011 (inception) to December 31, 2011		January 19, 2011 (inception) to December 31, 2012
Cash flows from operating activities
Net loss		$	(478,174)	$	(182,021)	$	(660,195)
Adjustments to reconcile net loss to net cash used in operating activities
	Stock based compensation		170,405		25,525		195,930
	Depreciation		6,495		403		6,898
	Impairment of software development costs		12,014		-		12,014
	Amortization of debt discount		34,727		-		34,727
Changes in operating assets and liabilities							-
	Accounts receivable		(962)		-		(962)
	Other current assets		1,432		(2,555)		(1,123)
	Accounts payable and accrued expenses		8,494		8,526		17,020
	Accounts payable - related parties		(3,778)		3,778		-
Net cash used in operating activities			(249,347)		(146,344)		(395,691)
Cash flows from investing activities
	Purchase of capitalized software		(32,436)		(20,598)		(53,034)
Net cash used in investing activities			(32,436)		(20,598)		(53,034)
Cash flows from financing activities
	Proceeds from convertible promissory notes		125,000		-		125,000
	Proceeds from issuance of common stock		140,000		200,100		340,100
Net cash provided by financing activities			265,000		200,100		465,100
Net increase in cash			(16,783)		33,158		16,375
Cash, beginning of period			33,158		-		-
Cash, end of period		$	16,375	$	33,158	$	16,375
Supplemental disclosure of cash flow information:
Income taxes paid		$	-	$	-	$	-
Interest paid		$	-	$	-	$	-
Supplementary disclosure of noncash financing activities:
Beneficial conversion feature on convertible debt		$	125,000	$	-	$	125,000
Issuance of common stock for founders' receivable			-	$	3,000	$	3,000
See accompanying notes to financial statements

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SaasMAX, INC.
(A Development Stage Company)
Statement of Stockholders' Equity
Period from January 19, 2011 (inception) to December 31, 2012
				Additional Paid-In Capital	Deferred Comp. Expense		Accumulated Deficit During Development Stage
		Common Stock				Founders' Receivable
		Shares	Amount					Total
Balance,
	January 19, 2011	-	$ -	$ -	$ -	$ -	$ -	$ -
Issuance of founders' shares - January 2011		3,000,000	3,000	-	-	(3,000)	-	-
Issuance of common stock for cash - February 2011		790,500	790	157,310	-	-	-	158,100
Issuance of common stock for cash - March 2011		210,000	210	41,790	-			42,000
Issuance of common stock for services - October 2011		100,012	100	19,902	-			20,002
Deferred compensation expense - options		-	-	3,122	(3,122)			-
Earned compensation expense - vested options		-	-	5,523	-	-	-	5,523
Net loss		-	-	-	-	-	(182,021)	(182,021)
Balance,
	December 31, 2011	4,100,512	4,100	227,647	(3,122)	(3,000)	(182,021)	43,604
Issuance of common stock for cash - February 2012		214,286	215	74,785		-	-	75,000
Issuance of common stock for cash -April 2012		114,906	115	64,885		-	-	65,000
Debt discount related to beneficial conversion feature		-	-	125,000		-	-	125,000
Deferred compensation expense - options		-	-	-	3,122			3,122
Earned compensation expense - vested options		-	-	175,774	(8,491)	-	-	167,283
Net loss		-	-	-		-	(478,174)	(478,174)
Balance,
	December 31, 2012	4,429,704	$ 4,430	$ 668,091	$ (8,491)	$ (3,000)	$ (660,195)	$ 835

See accompanying notes to financial statements

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SaaSMAX, INC.

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2012

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

SaaSMAX, Inc. (“SaaSMAX” or the “Company”) was incorporated on January 19, 2011 under the laws of the State of Nevada with its principal place of business in San Diego, California. SaaSMAX is a development stage company that is developing and launching an online global business-to-business marketplace for software-as-a-service (“SaaS”) providers, resellers and users, with the goal to improve the sales value chain in this rapidly growing sector.

Upon incorporation, SaaSMAX authorized 100,000,000 shares of common stock with a par value of $0.001 per share and 20,000,000 shares of preferred stock with a par value of $0.001.

The Company’s mission is to become a channel program for SaaS, by facilitating, improving and increasing the Sales Value Chain for SaaS Applications (“SaaS Apps”). Our plan is to develop and launch the SaaSMAX Marketplace, which is intended to be a "B2B" or business to business solution to be implemented between SaaS Independent Software Vendors (“ISVs”) and SaaS Solution Providers, that will enable SaaS App Vendors to market, promote and manage the sales and distribution of their SaaS App to participants in the Sales Value Chain and to business users around the world. The SaaSMAX Marketplace will also provide easy-to-use tools for SaaS Resellers and Solution Providers to, among other things, thoroughly research each listed SaaS App, including online demos, technical specifications, ratings, support, pricing, and commission plans. The SaaSMAX Marketplace will also provide a Solution Provider Directory which will contain the business profiles of Solution Providers, which will enable businesses to network with Solution Providers, and will enable Solution Providers to generate new business leads.

The Company intends to enter into an agreement with each of its potential ISVs in which the ISV agrees to compensate SaaSMAX for every purchase transaction that is initiated through the SaaSMAX Online Marketplace or a private labeled version thereof. The Company will be responsible for monitoring, aggregating and reporting total transaction volumes completed between its member Service Providers and the ISVs.

Revenue is expected to be recognized through multiple avenues including but not limited to:

1) Earning fees from SaaS App Vendors who list their respective SaaS Apps on the SaaSMAX Marketplace.

2) Earning fees from Solution Providers who want to resell SaaS Apps and also list their profile in the SaaSMAX Solution Provider Directory.

3) Advertising and marketing fees from SaaS App Vendors who want to conduct premium marketing and/or advertising campaigns within the SaaSMAX Marketplace.

4) Commissions based on a percentage of the revenue earned by SaaS App Vendors who sell and promote their SaaS App through the SaaSMAX Marketplace.

5) Advertising and marketing fees from companies who want to advertise within the SaaSMAX Marketplace or on the SaaSMAX website.

There can be no assurance that we will be successful in generating any revenue from the means stated above.

Going concern

No assurance can be given that a large market for the SaaSMAX product will develop, or that a critical mass of customers will be willing to pay for the SaaSMAX product. Since inception, through December 31, 2012, proceeds of $340,100 have been received from the sale of 1,329,691 shares of common stock and $125,000 was received through the sale of Convertible Notes. Our business plan estimates that we will need to raise additional capital to fund our operations during 2013 and there can be no assurance that we will be able to raise any or all of the capital required. We have generated limited revenues since our inception and have incurred a net loss of $478,174 and net cash used in operating activities of $249,347 during the year ended December 31, 2012. Accordingly, we will have to obtain additional funding from the sale of our securities, the continued sale of debt instruments or from strategic transactions in order to fund our current level of operations and there can be no assurance that we will be able to raise any or all of the capital required. If the Company is unable to generate sufficient cash flow from operations and/or continue to obtain financing to meet its working capital requirements, it may have to curtail its business sharply or cease business altogether.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the ability of the Company to continue as a going concern on a longer-term basis will be dependent upon the ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, the ability to successfully raise additional financing, and the ability to ultimately attain profitability.

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Basis of presentation

The accompanying financial statements have been prepared, under accounting principles generally accepted in the United States, assuming that the Company will continue as a going concern that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the ability of the Company to continue as a going concern on a longer-term basis will be dependent upon the ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, the ability to successfully raise additional financing, and the ability to ultimately attain profitability.

Development stage company

The Company complies with the Accounting Standards Codification No. 915 “Development Stage Entities” and Securities and Exchange Commission Act Guide 7 for its characterization of the Company as development stage.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Related party transactions

Accounts payable – related parties include amounts owed to management, shareholders owning greater than 5% of the Company’s outstanding common shares and/or members of their immediate family for costs incurred in the ordinary course of business such as software development consulting fees and expense reimbursements. Additionally, the Company pays an auto allowance to its Chief Executive Officer of approximately $390 per month, resulting in approximately $4,400 of expense included in general and administrative expenses in the accompanying financial statements for the year ended December 31, 2012.

Revenue recognition

Upon the generation of revenue, the Company shall follow the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin 104 for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured. Subscription revenues shall be recognized over the period benefited. Deferred revenues shall be recorded when cash has been collected, however the related service has not yet been provided.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Fair value estimates

Pursuant to the Accounting Standards Codification (“ASC”) No. 820, “Disclosures About Fair Value of Financial Instruments”, the Company records its financial assets and liabilities at fair value. ASC No. 820 provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. ASC No. 820 establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life.

Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The fair value of a financial instrument is the amount for which the instrument could be exchanged in a current transaction between willing parties. Cash, accounts receivable, other assets, and accounts payable approximate fair value because of the short maturity of these instruments. The Company currently has no other financial assets or liabilities that are measured at fair value.

The Company’s non-financial assets, which consist of property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required and the Company is required to evaluate the non-financial asset for impairment, a resulting asset impairment would require that the non-financial asset be recorded at the fair value.

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Capitalized software

Capitalized software consists primarily of payments made to independent software developers for the development of the SaaSMAX Marketplace. Software development costs are capitalized once technological feasibility of a product is established and it is determined that such costs should be recoverable against future revenues. For products where proven technology exists, this may occur early in the development cycle. Technological feasibility is evaluated on a product-by-product basis. Amounts related to software development that are not capitalized are charged immediately to product development costs.

Commencing upon the SaaSMAX Marketplace’s release in October 2012, we began amortizing the capitalized software development costs to operating expenses based upon the higher of (i) the ratio of current revenue to total projected revenue or (ii) the straight-line method. The amortization period of the capitalized software costs is two years from the initial release of the product. The recoverability of capitalized software development costs is evaluated based on the expected performance of the specific products for which the costs relate.

Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established, as well as in the ongoing assessment of the recoverability of capitalized costs. If revised forecasted or actual product sales are less than and/or revised forecasted or actual costs are greater than the original forecasted amount utilized in the initial recoverability analysis, the net realizable value may be lower than originally estimated in any given quarter, which could result in an impairment charge.

Depreciation

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated two year useful lives of the assets. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Expenditures for maintenance and repairs are expensed as incurred.

Product development costs

Product development costs are clearly identified and are expensed as incurred in accordance with ASC No. 730, "Research and Development". Product development costs incurred during the years ended December 31, 2012 and 2011 totaled $65,028 and $70,721, respectively.

Stock-based compensation

Stock based compensation expense is recorded for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.

Income taxes

The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized by applying the statutory tax rates in effect in the years in which the differences between the financial reporting and tax filing bases of existing assets and liabilities are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

Net loss per common share

Net loss per common share is computed pursuant to ASC No. 260 “Earnings Per Share”. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no dilutive shares outstanding as of December 31, 2012.

Recently issued accounting pronouncements

In May 2011, the Financial Accounting Standards Board ("FASB") issued amended guidance on fair value measurement and related disclosures. The new guidance clarified the concepts applicable for fair value measurement of non-financial assets and requires the disclosure of quantitative information about the unobservable inputs used in a fair value measurement. This guidance is effective for reporting periods beginning after December 15, 2011. We adopted this guidance on January 1, 2012. The adoption of this guidance did not have any impact on our financial position, results of operations or cash flows.

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

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NOTE 2 – PROPERTY, PLANT AND EQUIPMENT

	December 31,
	2012		2011
Purchased software	$	3,900	3,900
SaaSMAX Marketplace		37,120	16,698
Less: accumulated depreciation		(6,898)	(403)
Total capitalize software, net	$	34,122	20,195

During the year ended December 31, 2012, management assessed the value of the costs capitalized for our SaaSMAX Marketplace and determined that as a result of additional improvements and technological updates deemed necessary to the SaaSMAX Marketplace that the asset had been impaired. Accordingly, we wrote-down the software development costs to the estimated net realizable fair value of $37,120 and recognized an impairment charge of $12,014.

Depreciation expense for the years ended December 31, 2012 and 2011 was $6,495 and $403, respectively.

NOTE 3 –CONVERTIBLE PROMISSORY NOTES

On July 1, August 15, September 26, October 26, and December 6, 2012 the Company entered into five separate Convertible Promissory notes in the principal amounts of $25,000, $25,000, $25,000, $25,000 and $25,000, respectively (the “Convertible Note(s)”) with a shareholder of the Company (the “Holder”). The Convertible Notes bear interest at 8% per annum and are due in full one year following the date entered into. The Holder of the Convertible Notes may at any time prior to the Maturity Date, convert the principal amount of the Convertible Notes into shares of common stock of the Company on the basis of one share of such stock for each $0.35 (the “Conversion Price”) in unpaid principal and accrued interest. The Company may at any time compel the conversion of the Convertible Note or any such portion into shares of common stock at the Conversion Price.

The intrinsic value of the embedded beneficial conversion feature of the Convertible Notes was determined to be $125,000. The intrinsic value of $125,000 was charged to the note discount and credited to Additional Paid in Capital. The note discount is amortized over the term of the Convertible Notes and charged to interest expense. As of December 31, 2012, the discount on the Convertible Note totaled $90,273, and for the year ended December 31, 2012, interest expense related to such amortization totaled $34,727.

NOTE 4 – STOCKHOLDERS’ EQUITY

Common Stock

Pursuant to a Private Placement Memorandum (the “Private Offering”) dated April 5, 2012, the Company offered for sale 818,816 units (“Units”) at a purchase price of $1.84 per Unit. Each Unit consists of: i) two shares of common stock, and ii) one redeemable warrant (the “Warrant[s]”) entitling the holder to purchase one share of common stock (the “Warrant Shares”), at an exercise price of $1.84, for a period of 24 months. The terms of the Warrants provide that the Company may redeem some or all of the Warrants at any time provided: (a) the Company files a registration statement with the SEC to register the Warrant Shares; (b) the registration statement is declared “effective’ by the SEC; and (c) the Company gives Notice of Redemption to the Warrant holders 30 days prior to the date of the Redemption Date, which the Company may do at any time after the average closing bid price for the shares of common stock on the principal market on which the shares of common stock may be traded, for any 20 consecutive trading days, has equaled or exceeded $2.76 per share. The Private Offering was terminated on May 10, 2012. The Company had sold 21,739 Units, consisting of 43,478 shares of common stock and 21,739 warrants, resulting in proceeds of $40,000.

On April 5, 2012, the Company entered into a securities purchase agreement with a single accredited investor for the sale of 71,428 shares of common stock at $0.35 per share, resulting in total proceeds of $25,000. The Company concurrently entered into a registration rights agreement with the investor providing piggy-back registration rights to the investor should the Company propose to register any of its securities under the Securities Act of 1933 in connection with the public offering of such securities solely for cash (other than a registration on Form S-4, Form S-8, or any successor or similar forms).

During January 2012, the Company entered into a stock purchase agreement with a shareholder in which the Company received proceeds totaling $75,000 for the issuance of 214,286 shares of common stock ($0.35 per share). The stock purchase agreement includes an anti-dilution clause whereby should the Company sell additional shares of common stock and receive a minimum of $500,000 (a “First Funding”) then said shareholder shall have the right to purchase an amount of shares of common stock of the Company, up to a maximum amount of common shares of the Company that would maintain the shareholder’s 4.97% ownership at a price of $0.35 per share, or the purchase price paid by the purchasers of the First Funding. After a First Funding, should the Company sell additional shares of its common stock and receive a minimum of $500,000, (a “Subsequent Funding”) said shareholder shall have the right to purchase an amount of common shares of the Company up to the shareholder’s then percentage ownership at the price equal to the price that the Company sold its common shares in the Subsequent Funding.

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On October 17, 2011, the Company entered into an agreement with a consultant to provide certain technical and business consulting services to assist in launching the SaaSMAX Marketplace, grow the membership base and generate revenue. As compensation for the services, the consultant was granted 100,012 shares of common stock valued at $0.20 per share, or $20,002.

Subsequent to incorporation, SaaSMAX offered (the "Offering") to sell 1,000,500 shares of common stock (the “Shares”) at $0.20 per share in a private placement pursuant to Rule 506 of Regulation D of the Securities Act of 1933 (the "Act"). The Shares were being offered on a “Best Efforts” basis to "Accredited Investors" as that term is defined under Rule 144 of Act. The Offering resulted in the sale of 1,000,500 shares of common stock and proceeds of $200,100. On May 23, 2011 the Company filed a Form S-1 registration statement (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”) to register the 1,000,500 shares of our common stock for resale by the Selling Shareholders which were sold in the Offering. On October 14, 2011, we received notification from the SEC that the Registration Statement was Effective.

In conjunction with the Company’s incorporation, the two founders of SaaSMAX were issued a combined total of 3,000,000 shares of common stock. The purchase of the shares is evidenced by a Founders’ Receivable in the amount of $3,000 which is included in Stockholders’ Equity in the accompanying Balance Sheet.

NOTE 5 –STOCK INCENTIVE PLAN

On July 5, 2011 (the “Effective Date”), the Company adopted the 2011 Stock Incentive Plan, (the “Plan”), pursuant to which we are authorized to grant shares of common stock, stock options intended to qualify as Incentive Stock Options, “ISO”, under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified options and stock appreciation rights to our employees, officers, directors and consultants. The Company is authorized to grant options to purchase up to 1,000,000 shares of common stock under the Plan which as of December 31, 2012, options to purchase 558,195 shares of common stock remained available for future grant. The Company intends that any grant, award or other acquisition of the Company’s securities pursuant to the Plan to any officer and/or director of the Company shall be exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended. No participant may be granted ISOs under the Plan that would result in ISOs to purchase shares of Common Stock with an aggregate fair market value (measured on the Date of Grant) of more than $100,000 first becoming exercisable by such Participant in any one calendar year. The Plan shall be administered by a committee of the Board of Directors (the “Committee”). The Committee shall have exclusive and final authority in each determination, interpretation or other action affecting the Plan and its participants.

As of December 31, 2012, we have granted options to purchase a total of 441,805 shares of common stock under the Plan. The options were granted to advisors and consultants for services rendered at a price equal to the fair market value of the common stock at the date of grant. As permitted by the Plan, the Committee determined fair market value of the common stock at the date of grant based on a number of factors including the $0.92 per common share price that securities were sold to third party investors during 2012 and the $0.20 per common share price that securities were sold to third party investors previously during 2011.

The Company recognizes option expense ratably over the vesting periods. For the years ended December 31, 2012 and 2011, the Company recorded compensation expense related to options granted under the Plan of approximately $170,000 and $6,000, respectively.

The fair value of option grants was estimated using the Black-Scholes option pricing model with the following assumptions:

Assumptions:

	2012	2011
Expected dividend yield	0	0
Risk-free interest rate	0.36%-0.40%	0.69%
Expected volatility	100.00%	100.00%
Expected life (in years)	3	3

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

Stock option activity under the Plan for the period from January 19, 2011 through December 31, 2012 is summarized as follows:

	Shares	Weighted Average Exercise Price per Share	Weighted Average Remaining Contractual Life (in years)		Grant Date Fair Value
Outstanding at January 19, 2011	-	$ -	-
Options granted	70,000	$0.20	1.60	$	8,645
Options exercised	-	$ -	-		-
Options cancelled/forfeited/ expired	-	$ -	-		-
Outstanding at December 31, 2011	70,000	$0.20	1.60		8,645
Options granted	371,805	$0.60	2.43		175,756
Options exercised	-	$ -	-		-
Options cancelled/forfeited/ expired	-	$ -	-		-
Outstanding at December 31, 2012	441,805	$0.54	2.30	$	184,401
Exercisable at December 31, 2012	426,805	$0.53	2.29	$	178,762

As of December 31, 2012, there was $8,523 of unrecognized compensation cost related to unvested stock options. The Company intends to issue new shares to satisfy share option exercises.

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NOTE 6 – INCOME TAXES

The provision for refundable Federal income tax consists of the following as of December 31,:

	2012		2011
Refundable Federal income tax calculated at statutory rate of 35%	$	167,000	$	64,000
Less: Stock based compensation expense		(60,000)		(2,100)
Change in valuation allowance		(107,000)		(61,900)
Net refundable amount	$	-	$	-

The cumulative tax effect at the expected rate of 35% of significant items comprising our net deferred tax amount is as follows at December 31,:

	2012		2011
Deferred tax asset attributable to:
Net operating losses carried forward	$	169,900	$	61,900
Less: Valuation allowance		(169,900)		(61,900)
Net deferred tax asset	$	-	$	-

The Company established a full valuation allowance in accordance with the provision of ASC No. 740, Income Taxes. The Company continually reviews the adequacy of the valuation allowance and recognizes a benefit from income taxes only when reassessment indicates that it is more likely than not that the benefits will be realized.

At December 31, 2012, the Company had an unused net operating loss carryover approximating $484,000 that is available to offset future taxable income, which expires beginning in 2031.

No provision was made for federal income tax since the Company has net operating losses.

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