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

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September 30~~March 31, ~~2014~~ 2015

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

For the transition period from ________ to ________

COMMISSION FILE NUMBER 000-54504

NOUVEAU 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.)

37631 Alianthus Lane
Palmdale, CA		93551
(Address of principal executive offices)		(Zip Code)

NEVADA		27-4636847
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3254 Prospect Ave.
La Crescenta, CA 91214		89052
(Address of principal executive offices)		(Zip Code)
(818) 249-1157
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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

~~Indicate~~3254 byProspect ~~check~~Ave., ~~mark~~La ~~whether~~Crescenta, ~~the~~CA ~~registrant~~91214 (1)Former ~~has~~name, ~~filed~~former ~~all~~address ~~reports required~~and toformer befiscal ~~filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)~~year, ~~and~~if ~~(2)~~changed ~~has~~since ~~been~~last ~~subject to such filing requirements for the past 90 days.~~ report)

~~Yes~~ [XIndicate ]by Nocheck mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [_X] Yes [ ] No

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

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of ~~November~~August 1827, ~~2014~~2015, the Registrant had 50,~~818~~018,888 shares of common stock outstanding.

Nouveau Ventures Inc.

(formerly SaaSMAX, Inc.)

For the quarter ended September 30, 2014

FORM 10-Q

PAGE NO.

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements:
		Condensed Balance Sheets (Unaudited)	3
		Condensed Statements of Operations (Unaudited)	4
		Condensed Statements of Cash Flows (Unaudited)	5
		Notes to Condensed Financial Statements (Unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		17
Item 4.	Controls and Procedures		18
PART II. OTHER INFORMATION			18
Item 1.	Legal Proceedings		18
Item 1A.	Risk Factors		18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 3.	Defaults Upon Senior Securities		22
Item 4.	Mine Safety Disclosures		22
Item 5.	Other Information		22
Item 6.	Exhibits		23
	Signatures		24

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity ~~(defict)~~ in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 are not necessarily indicative of the results that can be expected for the year ending December 31, ~~2014~~ 2015.

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Nouveau,” and the “Company” mean Nouveau Ventures , Inc. and its subsidiaries, unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.

NOUVEAU VENTURES INC.
(Fomerly SaaSMAX, Inc.)
CONDENSED BALANCE SHEETS
(Unaudited)
	September 30, 2014			December 31, 2013
ASSETS
Current assets:
Cash	$	2,146		$	4,670
Total current assets		2,146			4,670
Technology Acquisition Agreement, net		59,697			—
Distributor Agreement, net		46,945			56,250
Total assets	$	108,788		$	60,920
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	80,525		$	37,631
Loan payable - related party		28,615			10,000
Total current liabilities		109,140			47,631
Total liabilities		109,140			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 September 30, 2014 and December 31, 2013, respectively		50,019			58,819
Additional paid-in capital		1,207,635			1,074,886
Accumulated deficit		(1,258,006	)		(1,120,416	)
Total stockholders’ equity (deficit)		(352	)		13,289
Total liabilities and stockholders’ equity (deficit)	$	108,788		$	60,920
See accompanying notes to the unaudited condensed financial statements

NOUVEAU VENTURES INC.
(FORMERLY SAASMAX INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS

		March 31, 2015			December 31, 2014
		(unaudited)

ASSETS

Current assets:
Cash	$	-		$	551
Total current assets		-			551

Patent Technolgy		57,877			58,787

Total assets	$	57,877		$	59,338

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued expenses	$	115,943		$	99,810
Loans payable - related party		40,198			37,695

Total current liabilities		156,141			137,505

Total liabilities		156,141			137,505

Commitments and contingencies

Stockholders' deficit
Preferred stock, $0.001 par value; 20,000,000 shares authorized, no shares issued and outstanding as of March 31, 2015 (unaudited) and December 31, 2014, respectively.		-			-
Common stock, $0.001 par value; 1,200,000,000 share authorized, 50,018,888 shares issued and outstanding as of March 31, 2015 (unaudited) and December 31, 2014, respectively		50,019			50,019
Additional paid-in capital		1,411,148			1,264,335
Accumulated deficit		(1,559,431	)		(1,392,521	)
Total stockholders' deficit		(98,264	)		(78,167	)

Total liabilities and stockholders' deficit	$	57,877		$	59,338

The accompanying footnotes are an intergral part of these condensed consolidated unauidted financial statements

NOUVEAU VENTURES INC.
(Formerly SaaSMAX, Inc.)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
Revenues	$	—		$	—		$	—		$	—
Operating expenses
Professional fees		80,285			102,972			141,176			102,972
Marketing		—			15,000			—			15,000
General and administrative		5,123			25,194			15,164			25,194
Total operating expenses		85,408			143,166			156,340			143,166
Net operating loss from continuing operations		(85,408	)		(143,166	)		(156,340	)		(143,166	)
Other income
Gain on cancellation of Earn-Out Shares		—			—			18,750			—
Total other income		—			—			18,750			—
Net loss from continuing operations		(85,408	)		(143,166	)		(137,590	)		(143,166	)
Discontinued operations:
Loss from discontinued operations (including $0 from gain on disposal)		—			—			—			(273,510	)
Net loss	$	(85,408	)	$	(143,166	)	$	(137,590	)	$	(416,676	)
Weighted average number of common shares outstanding - basic and fully diluted		49,901,497			53,386,632			51,989,584			53,234,016
Net loss per share - Basic and fully diluted
From continuing operations	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
From discontinued operations		—			—			—			(0.02	)
Net loss per share - basic and fully diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
See accompanying notes to the unaudited consolidated financial statements

NOUVEAU VENTURES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

		Three months ended March 31,
		2015			2014

Revenues	$	-		$	-


Operating expenses
Professional fees		12,780			19,312
Stock based compensation		146,813			9,375
General and administrative		7,317			2,845
Total operating expenses		166,910			31,532

Net operating loss from continuing operations		(166,910	)		(31,532	)

Other income
Gain on cancellation of Earn-Out Shares		-			18,750
Total other income		-			18,750

Net loss from continuing operations		-			(12,782	)

Discontinued operations:
Loss from discontinued operations		-			(2,421	)

Net loss	$	(166,910	)	$	(15,203	)

Weighted average number of common shares outstanding
- basic and fully diluted		50,018,888			56,318,888

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

* denotes a loss of less than $(0.01) per share.

See accompanying notes to the condensed consolidated unaudited financial statements

NOUVEAU VENTURES INC.
(Formerly SaaSMAX, Inc.)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
	Nine months ended September 30,
	2014			2013
Cash flows from operating activities
Net loss	$	(137,590	)	$	(416,676	)
Loss from discontinued operations		—			273,510
Adjustments to reconcile net loss to net cash used in operating activities
Stock based compensation		82,699			18,750
Gain on cancellation of Earn-Out Shares		(18,750	)		—
Depreciation and amortization		9,608			2,421
Changes in operating assets and liabilities
Accounts payable and accrued expenses		42,894			22,961
Net cash used in operating activities - continuing operations		(21,139	)		(99,034	)
Net cash provided by (used in) operating activities - discontinued operations		—			(99,090	)
Net cash used in operating activities		(21,139	)		(198,124	)
Cash flows from investing activities
Purchase of distribution agreement		—			(50,000	)
Payment for discontinued operations		—			(7,131	)
Net cash used in investing activities - continuing operations		—			(57,131	)
Net cash used in investing activities - discontinued operations		—			(35,154	)
Net cash used in investing activities		—			(92,285	)
Cash flows from financing activities
Proceeds from loan payable - related party		18,615			—
Proceeds from issuance of common stock		—			150,000
Net cash provided by financing activities - continuing operations		18,615			150,000
Net cash provided by financing activities - discontinued operations		—			125,000
Net cash provided by financing activities		18,615			275,000
Net increase (decrease) in cash		(2,524	)		(15,409	)
Cash, beginning of period		4,670			16,375
Cash, end of period	$	2,146		$	966
Supplemental disclosure of cash flow information:
Income taxes paid	$	—		$	—
Interest paid	$	—		$	—
Supplemental disclosure of noncash investing and financing activities:
Issuance of stock for Technology Acquisition Agreement	$	60,000		$	—
Net liabilities on transfer of Subsidiary	$	—		$	77,387
Issuance of common stock for Distribution Agreement	$	—		$	2,500
Cancellation of shares of common stock	$	9,000		$	2,157
Issuance of common stock for conversion of debt	$	—		$	127,740
Issuance of Earn-Out Shares	$	—		$	1,500
See accompanying notes to the unaudited condensed financial statements

NOUVEAU VENTURES INC.
FORMERLY SAASMAX, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		Three months ended March 31,
		2015			2014

Cash flows from operating activities
Net loss	$	(166,910	)	$	(15,203	)
Loss from discontinued operations		-			2,421
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		146,813			9,375
Gain on cancellation of Earn-Out Shares		-			(18,750	)
Depreciation and amortization		910			-
Changes in operating assets and liabilities
Accounts payable and accrued expenses		16,133			13,163
Net cash used in operating activities - continuing operations		(3,054	)		(8,994	)
Net cash used in operating activities - discontinued operations		-			-
Net cash used in operating activities		(3,054	)		(8,994	)

Cash flows from investing activities
Net cash used in investing activities - continuing operations		-			-
Net cash used in investing activities - discontinued operations		-			-
Net cash provided (used in) investing activities		-			-

Cash flows from financing activities
Proceeds from loan payable - related party		2,503			7,500
Net cash provided by financing activities - continuing operations		2,503			7,500
Net cash provided by financing activities - discontinued operations		-			-
Net cash provided by financing activities		2,503			7,500

Net increase (decrease) in cash		(551	)		(1,494	)

Cash, beginning of period		551			4,670

Cash, end of period	$	-		$	3,176

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

Supplementary disclosure of noncash financing activities:
Cancellation of shares of common stock	$	-		$	9,000

See accompanying notes to the condensed consolidated unauidted financial statements

Nouveau Ventures Inc. (FORMERLY SAASMAX INC.) NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014

(Formerly SaaSMAX, Inc.)

Notes to the Condensed Unaudited Financial Statements

September 30, 2014

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nouveau Ventures Inc. (“Nouveau”, the “Company”, “we”, “us” or “our”) ~~formerly known as SaaSMAX, Inc. (“SaaSMAX”)~~ was incorporated on January 19, 2011 (“Inception”) ~~under~~in the ~~laws of the~~ State of Nevada. ~~Effective~~under ~~September 8, 2014, SaaSMAX merged with our subsidiary (~~the ~~“Nouveau”).~~name ~~In accordance with the merger~~SaaSMAX, ~~all of the issued and outstanding~~ ~~shares of Nouveau were cancelled, all issued and outstanding shares of SaaSMAX continued to be issued and outstanding shares of the merged company and we changed our name to Nouveau Ventures~~ Inc. ~~Through 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. On July 1, 2013, the Company transferred all of its assets and business 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.

Effective ~~July 9, 2013 the Company entered into~~ a September ~~distribution agreement with California Clean Air Technologies~~8, ~~LLC~~2014, aSaaSMAX ~~Nevada~~changed ~~limited~~its ~~liability~~name ~~company~~to ~~(“CCAT”), and~~Nouveau weVentures ~~are now focusing our business operations on the marketing, selling and distribution of a propane diesel dual fuel retrofit system (“DFRS Products”) owned by CCAT (“continuing operations”)~~Inc.

From Inception through 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. On July 1, 2013, the Company transferred all of its assets and business 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.

Effective July, 9, 2013, we decided to shift our business operations to the marketing, selling and distribution of a propane diesel dual fuel retrofit system (“DFRS Products”) owned by California Clean Air Technologies, LLC, a Nevada limited liability company (“CCAT”).

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”).

During the period ended March 31, 2015, the Company elected not to 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.

Consequently, the Company has now shifted its focus to its developing its Quantumcharger Technology.

Going concern

As of ~~September~~March 3031, ~~2014~~2015, we had current assets of $~~2,146,~~0 ~~comprising of cash,~~ and current liabilities of $~~109~~156,~~140~~141, resulting in a working capital deficit of $~~106~~156,~~995~~141. 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 ~~Exclusive~~Quantumcharger ~~Distributor~~Technology ~~Agreement~~acquired (see Note 4 5) ~~with CCAT~~ will be successful and result in profits for the Company. Our business plan requires that we raise additional capital to fund our operations throughout ~~2014~~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~~ accumulated a net loss of $~~137~~1,~~590 and net cash used in operating activities of $21~~599,~~139~~431 ~~during~~up ~~the~~to ~~nine~~March ~~months ended September 30~~31, ~~2014~~2015. 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.

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.

Basis of presentation

The ~~accompanying~~ ~~unaudited~~ financial statements of ~~Nouveau~~the Company have been prepared in accordance with ~~accounting principles~~ generally accepted in the United States for interim financial information and applicable regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles ~~generally~~ ~~accepted~~ in the United States ~~have been omitted pursuant to such rules and regulations. In the opinion~~ of ~~management, all~~America ~~adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of financial position~~ and ~~results of operations have been included. Our operating results for the three and nine months ended September 30, 2014 are~~ ~~not~~ are ~~necessarily~~presented ~~indicative~~in ofUS ~~the results that may be expected for the year ending December 31, 2014~~dollars. The ~~accompanying~~Company’s ~~unaudited financial statements should be read in conjunction with our audited consolidated financial statements for the~~ year-end ~~ended~~is December ~~31,~~ ~~2013, which are included in our Annual Report on Form 10-K~~31.

~~Revenue~~Unaudited ~~recognition~~Interim Financial Statements

~~Upon~~The accompanying ~~the~~unaudited ~~generation~~interim ofcondensed ~~revenue,~~consolidated ~~the~~financial ~~Company~~statements have ~~shall~~ been ~~follow~~prepared ~~the~~in ~~guidance~~accordance ofwith ~~the~~GAAP ~~Securities~~for ~~and~~interim ~~Exchange~~financial ~~Commission’s~~information ~~Staff~~in accordance ~~Accounting~~with ~~Bulletin~~Article ~~104~~8 ~~for~~of ~~revenue~~Regulation ~~recognition~~S-X. ~~The~~ ~~Company~~Accordingly, ~~will~~they ~~recognize~~do ~~revenue~~not ~~when~~include all itof isthe ~~realized~~information ~~or realizable~~ and ~~earned.~~footnotes ~~The~~required ~~Company~~by ~~considers~~GAAP ~~revenue~~for ~~realized~~complete ~~or realizable~~financial ~~and~~ statements. ~~earned~~In ~~when~~our itopinion, ~~has~~all ~~persuasive~~adjustments ~~evidence~~(consisting of annormal ~~arrangement~~recurring accruals) ~~that~~considered ~~the~~necessary ~~services~~for fair presentation have been ~~rendered~~included. toWhile we ~~the~~believe ~~customer,~~that the ~~sales~~disclosures ~~price is~~presented ~~fixed~~herein orare ~~determinable,~~adequate and ~~collectability~~not misleading, isthese ~~reasonably~~interim ~~assured.~~condensed ~~Deferred~~consolidated ~~revenues~~financial ~~shall~~statements should be read ~~recorded~~in ~~when~~conjunction ~~cash~~with ~~has~~the ~~been~~audited ~~collected,~~consolidated filed with the SEC in our ~~however~~ Form 10K on August 3, 2015. Operating results for the ~~related~~interim ~~service~~periods ~~has~~presented are not ~~yet~~necessarily ~~been~~indicative ~~provided~~of the results for the full year.

Development Stage Company

In June 2014, the 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. Accordingly the Company has no longer labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the accompanying financial statements.

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.

~~Intangible~~Financial ~~Assets~~Instruments

~~Purchased intangible assets are recorded~~Pursuant at to ~~cost, where cost is~~ the ~~amount~~Accounting ofStandards ~~cash~~Codification or(“ASC”) ~~cash~~No. ~~equivalents~~820, ~~paid~~“Disclosures orabout Fair ~~the~~Value ~~fair value~~ of ~~other~~Financial ~~consideration~~Instruments”, ~~given to acquire an asset at~~ the ~~time~~Company ofrecords its ~~acquisition.~~financial assets ~~The~~and ~~cost~~liabilities ~~of such an intangible asset is measured~~ at fair value. ~~unless~~ASC ~~the~~No. ~~exchange~~820 ~~transaction lacks~~provides ~~commercial~~a ~~substance~~framework orfor measuring ~~the~~ fair value, ofclarifies ~~neither~~ the ~~asset~~definition ~~received~~of ~~nor~~fair ~~the~~value ~~asset~~and ~~given~~expands disclosures upregarding ~~is reliably measurable. If the~~ fair value ofmeasurements. ~~either~~ASC ~~the~~No. ~~asset~~820 ~~received~~establishes ora three-tier ~~the asset given up can be measured reliably~~hierarchy, ~~then~~which prioritizes the ~~fair~~inputs ~~value~~used ofin the ~~asset given~~valuation up methodologies isin ~~used~~measuring ~~to measure cost unless the~~ fair value ~~of the asset received is more clearly evident.~~:

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 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.

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 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.

The Company’s non-financial assets, which consist of anPatent ~~Exclusive~~Technology ~~Distributor Agreement~~ (see Note 45), 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.

Intangible Assets

Purchased 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.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740 "Income Taxes". Under FASB ASC 740, deferred income 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, if any, and the change during the period in deferred tax assets and liabilities. FASB ASC 740 also provides criteria for the recognition, measurement, 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 March 31, 2015 and December 31, 2014, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Revenue recognition

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

Advertising Expense

Advertising is expensed as incurred. We did not incur advertising expense during the three ended March 31, 2015 and 2014.

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.

Net loss per common share

Net loss per common share is computed pursuant to ASC No. 260 “Earnings ~~Per~~per Share”. Basic net loss per share is computed by dividing net loss by the weighted ~~average~~ 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. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

No potentially dilutive debt or equity instruments were issued or outstanding during the three months ended March 31, 2015 or 2014.

Recently issued accounting pronouncements

~~In June 2014, the Financial Accounting Standards~~The ~~Board~~ Company ~~("FASB")~~has ~~issued~~reviewed ~~update~~all ~~ASU~~recently ~~2014-10~~issued, ~~“Development~~but ~~Stage~~not yet ~~Entities (Topic 915)”. Amongst other things~~effective, ~~the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing~~ ~~the~~ accounting ~~distinction~~pronouncements ~~between development stage entities~~ and ~~other~~does ~~reporting~~not ~~entities~~believe ~~from US GAAP. In addition,~~ the ~~amendments eliminate~~future ~~the~~adoption ~~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~~such ~~have~~ pronouncements ~~yet~~may to be ~~issued. The~~expected ~~Company has elected~~ to ~~early~~cause ~~adopt these amendments and accordingly have not labeled the financial statements as those of~~ a ~~development~~material ~~stage~~impact ~~entity and have not presented inception-to-date information~~ on ~~the~~our ~~respective~~ financial statements.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of ASU No. 2014-15 on the Company’s consolidated financial statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

NOTE 2 – DISCONTINUED OPERATIONS

AsA) aCCAT ~~result of the Share Exchange Agreement~~Exclusive entered into on July 10, 2013, with Ms. Moskowitz, all assets and liabilities, other than Convertible Notes totaling $225,000, of Corp were sold to Ms. Moskowitz. The operations relating to that business prior to July 1, 2013 are reported as discontinued operations in the accompanying consolidated statements of operations. Distributorship

~~The~~During ~~components~~the ofperiod ended March 31, 2015, the ~~discontinued~~Company ~~operations~~elected not to proceed with the Exclusive ~~are~~ Distributor Agreement (see Note 4) and 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 cost of our CCAT distributor agreement as ~~follows:~~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- $21,263). No expense was incurred in the three month period ended March 31, 2015 (2014 - $2,421).

	Nine months ended September 30, 2013
Revenues	$	6,628
Cost of services		4,825
Gross profit		1,803
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		(146,874	)
Other expense
Interest expense		102,636
Legal settlement		24,000
Total other expense		126,636
Net loss		(273,510	)

A) CCAT Exclusive Distributorship Continued

NOTE 3 – RELATED PARTY TRANSACTIONS

As of ~~September~~March 3031, ~~2014~~2015, a shareholder of the Company has loaned us $2840,~~615~~198 (December 31, 2014 - $37,695) for working capital needs. The loans accrue interest at 10% per annum, ~~compounded~~compound annually, and ~~have no~~are ~~maturity~~due ~~date~~on demand.

On July 22, 2013, the Company entered into consulting agreements with Mr. Rainer, to act as Director, Chief Financial Officer, Secretary and Treasurer of 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.

Effective February 4, 2014, Harold C. Moll resigned as our Chief Executive Officer, President and as a Director. The ~~resignations~~resignation of Mr. Moll ~~were~~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~~ Treasurer and a Director, was appointed our Chief Executive Officer and President to fill the vacancies resulting from Mr. Moll’s ~~resignations~~resignation.

In connection with Mr. Moll’s resignation, Mr. Moll agreed to terminate his Management Consulting Agreement dated July 22, 2013 and surrender for cancellation to us the 9,000,000 Earn-Out Shares issued to him under his management consulting agreement. In addition, Mr. Moll agreed to transfer 7,262,304 shares of our common stock held by him to Rob Rainer.13

~~See~~In connection ~~also~~with ~~Note~~Mr. 5Moll’s ~~regarding~~resignation, Mr. Moll agreed to terminate his Management Consulting Agreement dated July 22, 2013 and surrender to us for cancellation the 9,000,000 Earn-Out Shares ~~granted~~issued to him under his management consulting agreement. In addition, Mr. Moll agreed to ~~the~~transfer ~~Consultants~~7,262,304 shares of our common stock held by him to Rob Rainer.

9See also Note 6 Stockholders’ Equity (Deficit) regarding Earn-Out Shares granted to the Consultants.

On the closing of the Patent Technology agreement (Note 5) effective August 23, 2014, under the terms of the Patent Technology agreement, Mr. David St James became a director of the Company, the Company agreed to issue Mr. St James with 200,000 shares of the Company’s common stock at a fair market value of $60,000 and to expend $100,000 per year to develop the technology. In addition, Mr. St James retained a royalty of 5% of gross revenues from exploitation of the technology subject to a minimum royalty payment of $1,500 per calendar month. As of 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 as of December 31, 2014. During the period ended March 31, 2015, the Company accrued a further $4,500 in respect of the minimum royalty payment due for the quarter and the paid Mr. St James royalties of $1,500. As of March 31, 2015, $6,000 had been accrued to be paid to Mr. St. James in respect of the minimum royalty payments and this amount was included in accounts payable as of that date. Of this balance payable, $3,000 was paid in April 2015 and the balance in June 2015.

NOTE 4 – EXCLUSIVE DISTRIBUTOR AGREEMENT

The Company entered 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.

CCAT is a Southern California-based developer, marketer and distributor of diesel engine retrofit products, including a patent-pending Propane Diesel Dual-Fuel Retrofit System^TM (“DFRS”). DFRS is a retrofit system that demonstrates high (approximately 50%) substitution rates of propane fuel for diesel fuel without loss of power or torque, while exhibiting very low emissions of pollutants, such as hydrocarbons (HC), nitrogen oxides (NOx), carbon monoxide (CO), and particulate matter (PM or soot).

The Exclusive Distributor Agreement is for a term of five (5) years unless sooner terminated in accordance with the provisions of the Exclusive Distributor Agreement. The Company has the right to extend the Agreement for an additional five (5) year term, if it is in compliance with the Minimum Royalty requirements described below.

Under the terms 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 ~~has been~~ paid in full as of December 31, 2013. As additional consideration for the Exclusive Distributor Agreement, the Company ~~will~~agreed to pay to CCAT a royalty of $750 per sale of DFRS Products. CCAT ~~will~~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 ~~may~~could, on 30 days written notice, terminate the Exclusive Distributor Agreement if the Company ~~fails~~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).

The Exclusive Distributor Agreement was valued by the Company at $62,500 and iswas being amortized over the 5 year term. ~~Amortization expense totaling $3,194 and $9,305 is included in the accompanying statements of operations for the three and nine months ended September 30, 2014.~~

~~NOTE~~During the period ended March 31, 2015, the Company decided its primary focus would be the development of the Patent Technology acquired in the current year (see Note 5) and –the ~~STOCKHOLDERS’~~Company ~~EQUITY~~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 (~~DEFICIT~~2013- $6,250). No additional cost was incurred in respect of the CCAT distribution business during the three months ended March 31, 2015 (2014 - $2,421)

NOTE 5 – PATENT TECHNOLOGY

On August 19, 2014, 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, 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 “Technology”) and inventions utilizing the Technology that are the subject of United States Patent No. US 7,849,840 (the “Patent”) in consideration of the following:

1. Issuance to the Inventor of 200,000 shares of our common stock (the “Shares”) valued at $0.30 per share, representing the most recent price for which our common stock had sold in the market place. The Shares ~~are~~have been issued and are held in the custody of our legal counsel and are being released to the ~~Inventor~~ Inventor on the following schedule:

(a) 50,000 Shares released on Closing ; (b) 50,000 Shares released four (4) months after Closing; (c) 50,000 Shares released eight (8) months after Closing; and (d) 50,000 Shares released twelve (12) months after Closing.

~~(b) 50,000~~Notwithstanding that the certain of the Shares were held in custody and were not released ~~four~~to the ~~(4)~~Inventor, all voting and dividend rights in respect of the Shares accrue to ~~months~~ the ~~after~~Inventor ~~Closing;~~and he is entitled to exercise such rights and receive such benefits in respect of the Shares.

~~(c)~~ The 50,000 Shares due to Mr. St James at Closing were released ~~eight~~to him on August 23, ~~(8)~~ 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, 2014.

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

Notwithstanding that the Shares are held in custody and are 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.

The Technology Acquisition Agreement was valued at the total fair market value of the Shares issued of $60,000 in the accompanying balance sheet and is being amortized over the remaining 16 year life of the Patent.

1016

In the three month period ended March 31, 2015 the Company incurred an amortization expense of $910 (2014 - $0) in respect of the cost of the Technology Acquisition Agreement.

2. The Inventor also retained a royalty of 5% of gross revenues from the exploitation of the Technology, subject to minimum royalty payments of $1,500 per calendar month.

As of 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 as of December 31, 2014. During the period ended March 31, 2015, the Company accrued a further $4,500 in respect of the minimum royalty payment due for the quarter and the paid Mr. St James royalties of $1,500. As of March 31, 2015, $6,000 had been accrued to be paid to Mr. St. James in respect of the minimum royalty payments and this amount was included in accounts payable as of that date. Of this balance payable, $3,000 was paid in April 2015 and the balance in June 2015.

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

As of March 31, 2015, and as of the date of the issuance of these financial statements, the Company has not had the necessary funding to make the required $100,000 expenditure to develop and commercialize the Technology and there can be no assurance that the Company will be able to raise the necessary funding to do so.

We have the right to sub-license our interest in the Technology, subject to the Inventor being paid 30% of all revenues obtained through sub-licensing.

In the event the Company is unable to fulfill its obligations under ~~number~~items (2) or (3 ) above, and such default is not being cured within 15 days written notice, the ~~Technology~~ 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 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 value of the Patent, net of accumulated amortization will be written down to $0.

During the nine month ended September 30, 2014, the Inventor earned $3,000 in royalties of which $1,500 was accrued as of September 30, 2014. The Company has not incurred any development fees related to the Technology as of September 30, 2014.17

OnNOTE ~~August~~6 ~~23,~~– ~~2014,~~STOCKHOLDERS’ ~~we issued the Shares in the name of the Inventor and released 50,000 of the Shares to him in accordance with the Technology Acquisition Agreement.~~DEFICIT

Effective April 16, 2014 the Company completed a 12:1 forward stock split. ~~All~~and ~~numbers~~all numbers for shares of common stock disclosed in these financial statements have been ~~retrospectively~~ retrospectively restated for this forward stock split.

~~During~~No ~~August 2013, the Company received proceeds totaling $100,000 from the sale of 2,400,000~~ shares of ~~our~~ common stock ~~and~~were ~~granted~~issued ~~1,200,000~~during ~~shares~~the ofthree ~~common~~months ~~stock,~~ended ~~valued~~March ~~at $50~~31,~~000,~~ as2015 ~~payment~~or ~~in full of the $50,000 promissory note issued for the Exclusive Distributor Agreement~~2014.

~~On July 22, 2013, we issued a total of 18,000,000~~Cancellation ~~shares~~ of ~~our~~earn ~~common~~out 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. During the three and nine months ended September 30, 2014, we recognized $63,949 and $82,699 of stock based compensation related to the Earn-Out Shares, which is included in professional fees in the accompanying condensed statements of operations.shares

~~As discussed above in Note 3 – Related~~Effective ~~Party~~ February ~~Transactions~~4, Mr2014, Harold C. Moll resigned ~~his~~as ~~positions~~our ~~effective~~Chief ~~February~~Executive 4Officer, President ~~2014~~ and ~~his~~as ~~9,000,000~~a ~~Earn-Out~~Director. ~~Shares~~In ~~were~~connection ~~cancelled~~with Mr. As aMoll’s ~~result~~resignation, ofMr. Moll ~~the~~agreed ~~cancellation,~~to weterminate ~~recognized~~his aManagement ~~gain~~Consulting inAgreement ~~the~~dated ~~amount~~July ~~of $18~~22,~~750~~ 2013 ~~which~~and issurrender ~~included~~to inus ~~other~~for ~~income~~cancellation in the ~~accompanying condensed~~9,000,000 ~~consolidated~~Earn-Out ~~statements~~Shares ofissued to ~~operations~~him ~~for~~under ~~the~~his ~~nine~~management ~~months~~consulting ~~ended September 30, 2014~~agreement.

OnGain ~~July~~on ~~18,~~cancellation ~~2013,~~of weearn ~~issued~~out ~~an aggregate of 9,642,888~~ shares ~~of our common stock as payment for $225,000 of Convertible Notes.~~

11As a result of Mr. Moll’s resignation and the cancellation of his earn out shares, we recognized a gain in the amount of $18,750 which is included in other income in the accompanying condensed statements of operations for the period ended March 31, 2014.

~~On July 9, 2013, we issued 300,000 shares of~~Stock ~~our~~ based common stock, valued at $12,500, to CCAT as part consideration of the exclusive distribution rights granted by CCAT to the Company. The shares were issued pursuant to Rule 506 of Regulation D of the Securities Act and CCAT has represented that it is an “accredited investor” as defined in Regulation D of the Securities Act.compensation

On July 822, 2013, aswe ~~consideration~~issued ~~for~~a ~~the~~total ~~acquisition~~ of ~~all~~18,000,000 shares of our common stock (the “Earn-Out ~~issued~~Shares”) to both Mr. Moll and ~~outstanding~~Mr. ~~common~~Rainer ~~shares~~under the terms of ~~Corp,~~their consulting Msagreements. ~~Moskowitz~~The ~~cancelled~~Earn-Out ~~25,880,448~~Shares are held in the custody of ~~her~~the Company ~~common~~and ~~shares~~will be released on the basis of 10% of the ~~Company.~~original number of Earn-Out Shares on each anniversary of the consulting agreements. The ~~shares~~Earn-Out Shares ~~were~~are ~~valued~~not atbeneficially $0owned by Mr.~~042~~ ~~per~~Moll ~~share~~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 $1750,~~078,352~~000 based on the ~~most~~grant ~~recent~~date ~~sale~~fair ofvalue ~~our~~and ~~common~~are ~~stock~~included in toadditional ~~accredited~~paid ~~investors~~in capital as deferred compensation.

~~NOTE~~During the 6period ~~–STOCK~~ended ~~INCENTIVE~~March ~~PLAN~~31, 2015 and 2014, we recognized $146,813 and $9,375 of stock based compensation related to the earn-out shares in the accompanying audited statements of operations. A total of 900,000 earn out shares are released per year (or 225,000 shares per quarter).Stock based compensation is calculated each quarter using the average fair market value of the stock for that quarter and multiplying it by 225,000.

In accordance with the Company’s 2011 Stock 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 rights to our 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 they relate to discontinued operations.18

NOTE 7 –STOCK ~~SUBSEQUENT~~INCENTIVE ~~EVENTS~~PLAN

~~The~~In accordance with the Company’s ~~has~~2011 ~~evaluated~~Stock ~~subsequent~~Incentive ~~events from~~Plan, (the ~~balance~~“Plan”), ~~sheet~~we ~~date~~are ~~through~~authorized ~~the~~to grant ~~date~~up to 12,000,000 shares of common stock, stock options intended to qualify as Incentive Stock Options, “ISO”, under Section 422 of the ~~financial~~Internal Revenue ~~statements~~Code ~~were~~of ~~issued~~1986, as amended, non-qualified options and ~~determined~~stock ~~there~~appreciation rights ~~are~~to noour ~~items~~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 they relate to ~~disclose~~discontinued operations. No shares were ~~other~~ issued ~~than~~or outstanding under this stock incentive plan as ~~follows:~~at March 31, 2015 or 2014.

~~Related~~NOTE ~~Party~~8 ~~Loan~~– SUBSEQUENT EVENTS

OnEffective April ~~November 12~~23, ~~2014~~1014, awe ~~shareholder~~released of the ~~Company loaned us $1~~50,~~530~~000 ~~for~~Shares ~~working~~due ~~capital~~to ~~needs~~Mr. ~~The~~St ~~loan~~James ~~accrues~~under ~~interest~~the terms atof ~~10%~~the ~~per~~Technology ~~annum,~~Acquisition ~~compounded~~Agreement ~~annually,~~eight ~~and~~months ~~has~~after ~~no maturity date~~Closing.

12On August 13, 2015 the Company issued a promissory note for $15,000 which is payable on demand and bears interest at 10% per annum.

On August 18, 2015 the Company and David St James mutually agreed to amend the Technology Acquisition Agreement and extend the expenditure requirement to develop and commercialize the Technology from twelve (12) to eighteen (18) months from the date on Closing which was August 23, 2014.

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined that, other than as disclosed above, there are no items to be disclosed.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q constitute "forward-looking statements.” These statements, identified by words such as “plan,” "anticipate,” "believe,” "estimate,” "should,” "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Part II, Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”).

OVERVIEW

We were incorporated on January 19, 2011 under the laws of the State of Nevada. ~~Effective September 8, 2014, we changed our name from “SaaSMax, Inc.” to “Nouveau Ventures Inc.” (the “Name Change”).~~ We were formerly developing and launching an online business-to-business marketplace and channel management tools for the rapidly growing software-as-a-service ("~~SAAS~~SaaS") market (the “SaaSMAX Marketplace”). Effective WeJuly, ~~have~~9, 2013, we decided to shift our business operations to the marketing, selling and distribution of a propane diesel dual fuel retrofit system (“DFRS Products”) owned by California Clean Air Technologies, LLC, a Nevada limited liability company (“CCAT”). 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”).

~~Since~~Subsequent to ~~our~~the ~~departure~~fiscal ~~from~~year ended December 31, 2015, the ~~SAAS~~Company ~~industry~~elected ~~and~~not to proceed ~~our~~with ~~venture~~the ~~into~~the marketing, selling and distribution of the CCAT propane diesel dual fuel retrofit ~~industry,~~system weand ~~have~~elected ~~commenced~~to ~~our~~allow ~~marketing~~their ~~operations~~exclusive ~~for~~distributor agreement ~~the~~with ~~DFRS~~CCAT ~~Products.~~to Weremain ~~engaged~~in adefault ~~marketing consultant~~for ~~(the~~lack ~~“Canadian~~of ~~Consultant”)~~payment ~~and~~of ~~paid $15~~royalties. As such,~~000~~ ~~for~~the ~~marketing~~Company ~~services~~has ~~during~~now ~~our~~shifted ~~2013~~its ~~fiscal~~focus ~~year~~to the Quantumcharger Technology.

~~Our~~The ~~Canadian Consultant has been attending installations of the DFRS Products in the United States in preparation for potential sales and installations in Canada.~~Quantumcharger™

~~Exclusive~~The ~~Distributor~~Quantumcharger™ ~~Agreement~~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.

WeThe ~~entered~~Quantumcharger™ ~~into~~is ancapable ~~agreement~~of ~~dated~~providing ~~July~~full 9boost on demand at any engine speed, ~~2013~~including before the engine has been started. ( At lower engine speeds, the ~~“Exclusive~~electric ~~Distributor~~motor ~~Agreement”)~~is ~~with~~used ~~CCAT~~to ~~for~~spin the ~~exclusive~~compressor ~~distribution~~to whatever ~~rights~~speed inis ~~Canada~~needed ~~(non-exclusive~~to ~~for~~create the desired boost. Once the engine is ~~British~~ running ~~Columbia~~at a higher speed, ~~Alberta~~the ~~and~~compressor ~~Saskatchewan)~~can then be driven mechanically by the engine alone to ~~market~~provide boost without the use of the electric motor. This enables the engine to provide additional power whenever it is needed, ~~sell~~at ~~and~~lower engine ~~distribute~~speeds ~~DFRS~~with ~~Products~~the ~~owned~~electric motor or at higher engine speeds just like a traditional supercharger being driven by ~~CCAT~~the engine. The ~~See~~compressor ~~“Exclusive~~doesn’t ~~Distributor~~need ~~Agreement”~~ to ~~below~~be in operation at all times, usually only during periods of demand for increased power.

~~CCAT~~When ~~and~~used ~~DFRS~~in ~~Products~~conjunction with a turbocharger, the Quantumcharger™ 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. Providing boost before the engine is started can be helpful for cold starting diesel engines in colder weather. Also, whenever the electric motor is not needed for driving the compressor, it can be turned by the engine

CCAT is a Southern California-based developer, marketer and distributor of diesel engine retrofit products, including a patent-pending Propane Diesel Dual-Fuel Retrofit SystemTM (“DFRS”). DFRS is a retrofit system that demonstrates high (approximately 50%) substitution rates of propane fuel for diesel fuel without loss of power or torque, while exhibiting very low emissions of pollutants, such as hydrocarbons (HC), nitrogen oxides (NOx), carbon monoxide (CO), and particulate matter (PM or soot).20

Inand ~~November~~used ~~2011,~~to ~~the~~generate ~~California~~electricity. This ~~Air~~feature ~~Resource~~can provide ~~Board~~substantial ~~(“CARB”)~~cost ~~awarded~~and ~~CCAT~~space ansavings ~~Alternative~~since ~~Fuel~~an ~~Certification~~alternator ~~for~~is ano ~~dual-fuel~~longer ~~device~~needed. The ~~CARB~~Quantumcharger™ is aused ~~widely~~in ~~recognized~~conjunction ~~global~~with an electronic controller with ~~leader~~various insensors ~~air~~to ~~quality~~activate ~~regulations~~the ~~and~~electric ~~related~~motor, ~~research.~~operate ~~CARB~~electro-magnetic clutches ~~certification~~when isused, ~~recognized~~and facilitate the generation of electricity by the electric USmotor. These ~~EPA~~various ~~and~~actions ~~all~~can 50be ~~states~~based on several factors including engine speed, throttle position, intake pressure, and many more.

~~The~~In ~~national~~modern ~~market~~times ~~contains~~we ~~approximately~~are ~~16 million~~starting ~~potential engines~~ to besee ~~retrofitted~~a ~~on-road~~renewed and very ~~4.4~~serious ~~million~~demand ~~off-road~~for innovation. There ~~CCAT’s~~is ~~initial~~currently ~~business~~a ~~focus~~race for new technology as a new trend has developed in the auto industry which has become known as engine downsizing. Engine downsizing is tothe ~~sell~~practice of using smaller and lighter engines in vehicles in an attempt to make them more economical, while at the ~~off-road~~same ~~mobile~~time striving to maintain the power of a larger engine for greater drivability and ~~stationary~~safety. The ~~markets~~Quantumcharger™ ~~where~~is itideal ~~believes~~for itthese ~~has~~modern needs. It noenables ~~serious~~new ~~competition~~engine configurations that are fuel efficient, environmentally friendly, and cost effective, while having much more power available on demand.

Acquisition of CCAT

We are also negotiating to acquire CCAT. The proposed acquisition would involve the issuance of a very large number (control block) of our common shares to CCAT’s owners and would be conditional on us having available significant financing for the development of CCAT’s business. The exact terms of the proposed acquisition have not been established. There is no assurance that the negotiations will be successful or that we will be able to raise the necessary funding for CCAT’s business.

Recent Corporate Developments

We experienced the following Corporate Developments since the filing of our Form 10-Q for the nine months ended September 30, 2014:

Technology Acquisition Agreement

1. Issuance to the Inventor of 200,000 shares of our common stock (the “Shares”) at a deemed price of $0.30 per share, representing the most recent price for which our common stock sold in the market place. The Shares are held in the custody of our legal counsel and released to the Inventor on the following schedule:

(a) 50,000 Shares released on Closing;

(b) 50,000 Shares released four (4) months after Closing;

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

2. The Inventor also retained a royalty of 5% of gross revenues from the exploitation of the Technology, subject to minimum royalty payments of $1,500 per calendar month (the “Minimum Royalties”).

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 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 value of the Patent, net of accumulated amortization will be written down to $0.

We have the right to sub-license our interest in the Technology, subject to the Inventor being paid 30% of all revenues obtained through sub-licensing.

On August 23, 2014, the Inventor was appointed as our Vice-President, Secretary and as a Director.

On August 23, 2014, on Closing of the Technology Acquisition Agreement, we issued an aggregate of 200,000 shares of our common stock (the “Shares”) in the name of the Inventor and released 50,000 of the Shares to him. The Shares were issued as part consideration for the entry into the Technology Acquisition Agreement and pursuant to the exemption from registration requirements contained in Section 4(2) of the Securities Act.

Merger and Name Change

Effective September 8, 2014, we changed our name to “Nouveau Ventures Inc.” (the “Name Change”). To effect the Name Change, our wholly-owned subsidiary, Nouveau Ventures Inc., merged with and into us, and we continued as the surviving entity. Other than the Name Change, no other changes were made to the Company’s articles of incorporation and shareholder approval for the merger was not required.

Amendment To Articles Of Incorporation

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”). Accordingly, our authorized common stock was increased from 100,000,000 shares, par value $0.001 per share, to 1,200,000,000 shares, par value $0.001 per share and our issued and outstanding shares of common stock increased correspondingly from 4,151,574 shares to 49,818,888 shares.

As a result of the Stock Split, our common stock will trade under the symbol “SAAXD” for a period of 20 trading days beginning April 16, 2014. After 20 trading days, the “D” will be removed from our symbol.

A copy of our filed stamped Certificate of Change to its authorized capital is attached as an exhibit to our Current Report on Form 8-K, filed with the SEC on April 17, 2014.

RESULTS OF OPERATIONS

~~The~~Three ~~following discussion should be read~~months ~~in conjunction with our interim financial statements and the related notes that appear elsewhere in this Quarterly Report.~~Summary

Three Months Ended September 30, 2014 (“Q3 2014”) Compared to the Three Months Ended September 30, 2013 (“Q3 2013”) and Nine Months Ended September 30, 2014 Compared to the Nine Months Ended September 30, 2013

		Three Months Ended March 31,					Percentage Increase / (Decrease)
		2015			2014
Operating Expenses	$	166,910		$	31,532		429.3%
Loss from Continuing Operations		(166,910	)		(31,532	)	429.3%
Other Income:
Gain on cancellation of Earn-Out Shares		-			18,750		(100.0%	)
Total Other Income		-			18,750		(100.0%	)
Loss from Discontinued Operations		-			(2,421	)	(100.0%	)
Net Loss	$	(166,910	)	$	(15,203	)	997.9%

	Three months ended September 30,						% Change			Nine months ended September 30,						% Change
	2014			2013						2014			2013
Revenues	$	—		$	—			0	%	$	—		$	—			0	%
Operating expenses
Professional fees		80,285			102,972			-22	%		141,176			102,972			37	%
Marketing		—			15,000			-100	%		—			15,000			-100	%
General and administrative		5,123			25,194			-80	%		15,164			25,194			-40	%
Total operating expenses		85,408			143,166			-40	%		156,340			143,166			9	%
Net operating loss from continuing operations		(85,408	)		(143,166	)		-40	%		(156,340	)		(143,166	)		9	%
Other income (expense)
Gain on cancellation of Earn-Out Shares		—			—			0	%		18,750			—			100	%
Loss from discontinued operations (including $0 from gain on disposal)		—			—			0	%		—			(273,510	)		-100	%
Total other income (expense)		—			—			0	%		18,750			(273,510	)		107	%
Net loss	$	(85,405	)	$	(143,166	)		-40	%	$	(137,590	)	$	(416,676	)		67	%

Revenues

We ~~have~~did not ~~recognized~~record any revenues ~~since~~during ~~shifting our~~the ~~business~~three ~~operations~~months ended toMarch ~~the marketing~~31, ~~selling~~2015 and ~~distribution of DFRS Products in July 2013~~2014. We ~~expect to generate revenue with our acquisition of the rights to sell the DFRS Products. However, we~~ do not currently have any sales or revenue history with respect to the ~~DFRS~~Quantumcharger ~~Products or the diesel retrofit industry~~Technology. As such, there is no assurance that our business efforts in this area will prove to be successful.

Operating Costs and Expenses

Our operating expenses ~~decreased 40% during~~for Q3continuing ~~2014~~operations infor ~~comparison to Q3 2013. The decrease was due to several factors including a decrease in legal fees of approximately $55,000 as services associated with~~ the ~~Share~~three ~~Exchange~~months ~~Agreement~~ended ~~entered~~March ~~into during Q3 2013 were not necessary in Q3 2014. This decrease was offset by an approximate $45~~31,~~000~~ ~~increase~~2015 inand ~~the value of the Earn-Out Shares to Mr. Rainer due to an increase in the fair market value of the shares from Q3 2013 to Q3~~ 2014. ~~Operating expenses also decrease due to marketing fees of $15,000 paid during~~are Q3outlined ~~2013 to our Canadian Consultant to promote the DFRS product~~ in the UStable ~~and Canada for which no such expenditure was necessary in Q3 2014.~~below:

Our operating expenses increased 9% during the nine months ended September 30, 2014 in comparison to the nine months ended September 30, 2013 due to the discontinuation of our SAAS operations effective June 30, 2013. Our operating expenses shown above during the nine months ended September 30, 2013 consist of expenses incurred while focusing on the diesel retrofit industry for the period from July 1, 2013 through September 30, 2013. Operating expenses for the period from January 1, 2013 through June 30, 2013 represent those expenses incurred while operating in the SAAS industry and accordingly, are included in our loss from discontinued operations.

Operating Expenses		Three Months Ended March 31			Percentage Increase / (Decrease)
		2015		2014
Professional Fees	$	12,780	$	19,312	(33.8)%
General and Administrative		7,317		2,845	157.2%
Stock Based Compensation		146,813		9,375	1466.0%
TOTAL	$	166,910	$	31,532	429.3%

~~Professional~~Our ~~fees~~operating ~~consist~~expenses ~~primarily~~increased offrom ~~fees~~$31,532 during ~~associated~~the ~~with~~three ~~legal~~months ~~and~~ended ~~accounting~~March ~~fees~~31, ~~resulting~~2014 ~~from~~to ~~the~~$166,910 ~~filing~~during ~~requirements~~the ~~necessary~~three ~~for~~months aended March ~~public~~31, ~~company~~2015, asan ~~well~~increase asof $151,707. ~~stock~~The increase was principally due to an increase in stock based compensation ~~related~~of to$137,438, ~~agreements~~general ~~with~~and ~~Chief~~administrative expenses ~~Executive~~of ~~Officer~~$4,472 partially ~~and~~offset ~~the~~by ~~Inventor~~a decrease of $6,532 in professional fees.

~~Marketing expenses consist of consulting fees incurred in the development and marketing of the DFRS Products.~~21

Our operating expenses consisted of consisted of professional fees, and general administrative expenses and stock based compensation.

Professional fees relates to fees associated with legal and accounting fees resulting from the filing requirements necessary for a public company.

General and administrative expenses primarily relate to management fees, regulatory expenses, depreciation, Internet services, travel, entertainment, automotive and office expenses.

~~Gain~~Stock Onbased ~~Cancellation~~compensation ofrelates ~~Earn~~to earn-~~Out~~in ~~Shares~~shares provided to management.

~~Effective~~Loss ~~February~~from 4,Discontinued 2014, Harold C. Moll resigned as our Chief Executive Officer, President and as a Director of the Company. Mr. Moll agreed to terminate his Management Consulting Agreement dated July 22, 2013 and surrender for cancellation to us the 9,000,000 Earn-Out Shares issued to him under his management consulting agreement. As a result of the cancellation, we recognized a gain on cancellation of earn-out shares in the amount of $18,750.Operations

~~Loss~~ ~~From~~During ~~Discontinued~~the ~~Operations~~period ended March 31, 2015, the Company decided its primary focus would be the development of the Patent Technology acquired in the current year and the Company decided to allow its exclusive distributor agreement with CCAT to remain in default for lack of payment of royalties. Accordingly, no additional cost was incurred in respect of the continued CCAT distribution business during the three month ended March 31, 2015, while we incurred $2,421 in amortization expense in respect of the cost of the distribution agreement during the three months ended March 31 , 2014.

~~During~~ ~~the~~Net ~~nine months ended September 30, 2013, we recorded a loss from discontinued operations of $273,510.~~ Loss from discontinued operations consists of our operating activities prior to our departure from the SAAS industry and our venture into the diesel retrofit industry on July 1, 2013. Our operating expenses as disclosed relate to our operating activities with respect to the DFRS Products.

We ~~expect~~incurred ~~our~~a ~~operating~~net ~~expenses~~loss toof ~~change~~$166,910 ~~with our~~during ~~departure from~~ the ~~SAAS~~three ~~industry~~months ~~and~~ended ~~our~~March ~~venture~~31, ~~into~~2015 as ~~the~~compared ~~diesel~~to ~~retrofit~~a ~~industry.~~net Asloss ~~such~~of $15,203 ~~our~~during ~~previous~~the ~~results~~three ofmonths ~~operations will~~ended ~~not~~March be31, 2014, ~~indicative~~due ofto ~~our~~the ~~future~~factor ~~results~~discussed ~~of operations~~above.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

		At September 30, 2014				At December 31, 2013				Percentage Change
		At March 31,2015			At December 31, 2014			PercentageIncrease / (Decrease)
Current Assets	$	$-	~~2,146~~	$	551	$	~~4,670~~	(100.0%	)		~~-54~~	%
Current Liabilities		(156,141	~~(109,141~~)	)	(137,505	)	~~(46,631~~	)(13.6%	)		~~134~~	%
Working Capital Deficit	$	$(156,141	~~(106,995~~)	)$	(136,954	$)	~~(42,961~~	)(14.01%	)		~~149~~	%

Cash Flows

		Nine months ended September 30,
		Three Months Ended March 31,			Three Months Ended March 31,
		2014
		2015			2014
Cash Flows Used In Operating Activities		$	(21,139	)
Cash Flows (Used In) Operating Activities	$	(3,054	)	$	(8,994	)
Cash Flows Used In Investing Activities			—
Cash Flows (Used In) Investing Activities		-			-
Cash Flows Provided By Financing Activities			18,615
Cash Flows From Financing Activities		2,503			7,500
Net Increase (Decrease) In Cash During Period	$	$(551	~~(2,524~~)	)$	(1,494	)

~~Our~~During ~~only~~the ~~source~~three ofmonths ~~financing~~ended ~~for~~March ~~the~~31, ~~nine~~2015 ~~month period~~and ~~ended~~2014, ~~September~~funds ~~30,~~used ~~2014~~in ~~were~~operating ~~short-term~~activities ~~loans~~represented ~~from~~our anet ~~shareholder.~~losses ~~The~~for ~~notes~~the ~~bear~~respective ~~interest~~periods, atadjusted ~~10%~~for ~~per~~non-cash ~~annum~~gains and ~~are~~losses and for increases in accounts payable on ~~demand~~and accrued liabilities of $16,133 and $13,163 respectively.

Our only source of financing for the three-month periods ended March 31, 2015 and 2014 was loans from related parties.

Our plan of operation calls for us to spend significantly more than our current capital resources or the amount of financing that we have been able to obtain to date. Any substantial financing that we are able to obtain is expected to be in the form of equity financing.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

CRITICAL ACCOUNTING POLICIES

There are no material changes to the critical accounting policies and estimates described in the audited financial statements for the period ended December 31, 2014 ~~2013~~ included in our Annual Report on Form 10-K filed with the SEC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

1722

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our Chief Executive Officer as of the end of the period covered by this report, our Chief Executive Officer, concluded that our disclosure controls and procedures have not been effective as a result of a weakness in the design of internal control over financial reporting identified below.

We identified 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 covered by this report and our lack of working 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.

Changes in Internal Controls ~~Over~~over Financial Reporting

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

PART II - OTHER INFORMATION

~~Item~~ ITEM 1. ~~Legal~~ ~~Proceedings~~LEGAL PROCEEDINGS.

~~On June 3, 2013, we entered into a settlement agreement (the “Settlement Agreement”) with Tony Osibov (“Osibov”) settling all outstanding claims between Osibov and us~~None. As consideration for the Settlement Agreement, we agreed to pay Mr. Osibov $24,000 of which $15,000 had been paid as of June 30, 2013 and $9,000 remained in accounts payable, which was divested pursuant to the Share Exchange Agreement. Mr. Osibov agreed to sell his 300,000 shares of our common stock to unaffiliated third parties for $6,000 within 30 days from the date of the Settlement Agreement. Additionally, Mr. Osibov relinquished us and Ms. Moskowitz our former CEO from any and all rights that he has alleged that he has to any of our intellectual property, which we subsequently divested, except for the relinquishment of the PHP object oriented application backup system for creating application programming interfaces, called PHPMC.

~~Item~~ ITEM 1A. RISK FACTORS.

The following are certain risk factors that ~~could~~ could affect our business, financial position, results of operations or cash flows. These risk factors should be considered along with the forward-looking statements contained in this Quarterly Report on Form 10-Q because these factors could cause our actual results or financial condition to differ materially from those projected in forward-looking statements. The following ~~discussion~~ discussion is not an all-inclusive listing of risks, although we believe these are the more material risks that we face. If any of the following occur, our business, financial position, results of operations or cash flows could be negatively affected. We caution the reader to keep these risk factors in mind and refrain from attributing undue certainty to any forward-looking statements, which speak only as of the date of this Quarterly Report.

We ~~are~~have ~~reliant~~a onlack ~~CCAT~~of tooperating history ~~produce~~in the ~~DFRM~~engine retrofit industry and there is no assurance that our ~~products~~business efforts in this field will be successful.

~~The~~With ~~DRFM~~our ~~Products~~acquisition of the Quantumcharger Technology, we are ~~controlled~~embarking byon ~~the~~a ~~CCAT~~change of business. Although Rob Rainer, our director and weChief ~~cannot~~Executive ~~produce~~Officer has extensive business experience, he does not have experience in the ~~DRFM~~engine ~~products~~retrofit onindustry. Many of our ~~own~~competitors will have greater experience and/or greater financial resources than we do at this time. We ~~are~~intend ~~currently~~to ~~restricted~~hire tosales and consulting teams with experience in the ~~manufacturing~~engine ~~capacity~~retrofit ofindustry. ~~CCAT~~However, orthere ~~it’s~~is no assurance ~~agents~~that our business efforts in the engine retrofit industry will prove successful.

18Demand for and supply of our products and services may be adversely affected by several factors, some of which we cannot predict or control, that could adversely affect our financial position, results of operations or cash flows.

WeThe ~~have~~demand afor ~~lack~~our ofproducts ~~operating history in the~~and ~~diesel~~services ~~retrofit~~could ~~industry~~be ~~and~~affected ~~there~~by isseveral nofactors, ~~assurance that our business efforts in this field will be successful.~~including:

~~With~~economic ~~our~~downturns ~~entry~~in ~~into~~ the ~~Exclusive Distribution~~ ~~Agreement~~ markets ~~with CCAT, we are embarking on a change of business. Although our Board of Directors and Executive Officers have extensive business experience, they do not have experience~~ in ~~the~~which ~~diesel retrofit industry. Many of our competitors will have greater experience and/or greater financial resources than~~ we dosell ~~at this time. We intend to hire sales and consulting teams with experience in the diesel retrofit industry. However, there is no assurance that~~ our ~~business~~products; ~~efforts in the diesel retrofit industry will prove successful.~~
~~Demand~~competition ~~for~~from ~~and supply of our~~ other products; ~~and services may be adversely affected by several factors, some of which we cannot predict or control, that could adversely affect our financial position, results of operations or cash flows.~~
~~The~~changes ~~demand~~in ~~for our products and services could~~customer be preferences; ~~affected by several factors, including:~~
~~economic~~product ~~downturns~~obsolescence inor technological ~~the~~changes ~~markets~~that inrender ~~which~~our weproducts ~~sell~~less ~~our~~desirable ~~products~~to use or more expensive to produce;
~~competition~~changes ~~from~~in ~~retrofit~~environmental regulations that may make our products illegal to sell in their present form;
~~changes~~inability of our supplier to obtain raw materials used in ~~customer~~production ~~preferences~~due to factors such as work stoppages, shortages or supplier plant shutdowns; and
~~product~~inability ~~obsolescence~~to orsupply products ~~technological~~due ~~changes~~to ~~that~~factors ~~render~~such ~~our~~as ~~products~~work ~~less~~stoppages, ~~desirable~~plant toshutdowns ~~use~~ or ~~more~~regulatory changes ~~expensive~~and toexogenous ~~produce;~~factors, like severe weather.

~~changes~~If inany ~~environmental~~of ~~regulations~~these ~~that~~events ~~may~~occur, the ~~make~~demand for and supply of our products ~~illegal~~and toservices ~~sell~~could insuffer, ~~their~~which could ~~present~~have ~~form;~~a material adverse effect on our financial position, results of operations and cash flows.

~~inability of our supplier to obtain raw materials used in production due to factors such as work stoppages, shortages or supplier plant shutdowns; and~~24

~~inability~~We toface ~~supply~~competition ~~products~~from ~~due~~other retrofit tocompanies, ~~factors~~which ~~such~~could asadversely ~~work~~affect ~~stoppages~~our sales, ~~plant~~results ~~shutdowns~~of operations or ~~regulatory~~cash ~~changes and exogenous factors, like severe weather~~flows.

IfWe ~~any~~compete ofwith ~~these~~companies ~~events~~that produce ~~occur,~~similar ~~the~~products ~~demand for~~ and ~~supply~~with ofcompanies ~~our~~that produce different products ~~and~~that are ~~services~~designed ~~could~~for ~~suffer,~~the ~~which~~same ~~could~~end ~~have~~uses. aWe ~~material~~encounter ~~adverse~~competition ~~affect~~based on ~~our~~several key ~~financial~~criteria, ~~position~~including product performance and quality, ~~results~~product price, product availability and security of ~~operations~~supply, responsiveness of product development in cooperation with customers and ~~cash~~customer ~~flows~~service.

We ~~face~~expect ~~competition~~that ~~from~~our ~~other~~competitors will ~~diesel~~continue ~~retrofit companies~~to develop and introduce new and enhanced products, which could cause ~~adversely~~a ~~affect~~decline in the market acceptance of our ~~sales~~products. In addition, ~~results~~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 ~~compete~~may ~~with~~also ~~companies~~experience ~~that produce similar~~increased ~~products~~competition ~~and~~from ~~with~~ companies that ~~produce~~offer ~~different~~ products ~~that~~based ~~are~~on ~~designed~~alternative technologies ~~for~~and ~~the~~processes ~~same~~that ~~end~~may ~~uses.~~be Wemore ~~encounter~~competitive ~~competition~~or ~~based on~~better ~~several~~in ~~key~~price ~~criteria, including product~~ or performance ~~and quality~~, ~~product~~causing ~~price,~~us ~~product~~to ~~availability~~lose customers and ~~security~~result ofin ~~supply, responsiveness~~a ofdecline ~~product development~~ in ~~cooperation~~our ~~with~~sales volume ~~customers~~ and ~~customer service~~earnings.

WeAdditionally, ~~expect~~some ~~that~~of our ~~competitors will continue~~ tocustomers ~~develop~~may ~~and~~already ~~introduce~~be ~~new~~or ~~and~~may ~~enhanced~~become ~~products,~~large ~~which~~enough ~~could~~to ~~cause~~justify ~~a decline~~ developing in-house ~~the~~production ~~market acceptance of our products~~capabilities. InAny ~~addition, our~~significant ~~competitors could cause a~~ reduction in ~~the~~customer ~~selling prices of some of our products~~ orders as a result of ~~intensified~~a ~~price~~shift ~~competition. Competitive~~to ~~pressures can also result~~ in-house ~~the~~production ~~loss of major customers. An inability to compete successfully~~ could ~~have~~adversely anaffect ~~adverse effect on~~ our ~~financial~~future sales ~~position,~~and ~~results~~operating ~~of operations or cash flows~~prospects.

19Current and future disruptions in the global credit and financial markets could limit our access to financing, which could negatively impact our business.

Domestic and foreign credit and financial markets have experienced extreme disruption in the past three years, including volatility in security prices, diminished liquidity and credit availability, declining valuations of certain investments and significant changes in the capital and organizational structures of certain financial institutions. We ~~may~~are ~~also~~unable ~~experience~~to ~~increased~~predict ~~competition~~the likely duration and severity of the ~~from~~continuing ~~companies~~disruption ~~that~~in ~~offer~~the ~~products~~credit ~~based~~and onfinancial ~~alternative~~markets ~~technologies~~or of any related adverse economic conditions. These market conditions may limit our ability to access the capital necessary to grow and ~~processes~~maintain ~~that~~our business. Accordingly, we may be ~~more~~forced ~~competitive~~to delay raising capital, issue shorter tenors than we prefer or pay ~~better~~unattractive ininterest ~~price~~rates, which could increase our interest expense, ordecrease ~~performance~~our profitability and significantly reduce our financial flexibility. Overall, ~~causing~~our usresults toof ~~lose~~operations, ~~customers~~financial condition and ~~result~~cash inflows acould ~~decline~~be materially adversely affected by the disruptions in ~~our~~the ~~sales~~global ~~volume~~credit and financial ~~earnings~~markets.

~~Additionally,~~To ~~some~~service of our ~~customers~~indebtedness ~~may already~~and beother orliabilities, ~~may~~we ~~become~~will ~~large~~require ~~enough~~a tosignificant ~~justify~~amount ~~developing~~of ~~in-house production capabilities~~cash. ~~Any~~Our ~~significant~~ability ~~reduction in customer orders~~to asgenerate acash ~~result~~depends ofon amany ~~shift~~factors tobeyond ~~in-house production could adversely affect~~ our ~~future sales and operating prospects~~control.

~~Current~~Our ability to pay interest on our debt and ~~future~~to ~~disruptions~~satisfy inour ~~the~~other ~~global~~debt obligations and other liabilities will ~~credit~~depend in part upon our future financial and operating performance and upon our ability to renew or refinance borrowings. Prevailing economic conditions and financial, ~~markets~~business, ~~could~~competitive, ~~limit~~legislative, regulatory and other factors, many of which are beyond our ~~access~~control, will affect our ability to ~~financing~~make these payments. While we believe that cash flow from our current level of operations, available ~~which~~cash ~~could~~and ~~negatively~~available ~~impact~~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 ~~business~~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.

~~Domestic~~We ~~and~~cannot ~~foreign~~assure ~~credit and financial markets have experienced extreme disruption in the past three years~~you, ~~including volatility in security prices~~however, ~~diminished liquidity and~~ ~~credit~~that ~~availability,~~our ~~declining~~business ~~valuations~~will ofgenerate ~~certain~~sufficient ~~investments~~cash ~~and~~flow ~~significant~~from ~~changes~~operations inor ~~the capital and organizational structures~~that offuture ~~certain~~borrowings ~~financial~~will ~~institutions.~~be Weavailable ~~are unable~~ to ~~predict~~us ~~the~~in ~~likely~~an ~~duration~~amount ~~and~~sufficient ~~severity~~to ofenable ~~the continuing disruption in the~~us ~~credit~~to ~~and~~pay ~~financial~~our ~~markets~~indebtedness or ofto ~~any~~fund ~~related~~our ~~adverse~~other ~~economic~~liquidity ~~conditions~~needs. ~~These~~We ~~market conditions~~ may ~~limit~~need ~~our ability~~ to ~~access~~refinance ~~the~~all ~~capital~~or ~~necessary~~a toportion ~~grow~~of ~~and maintain~~ our ~~business.~~indebtedness ~~Accordingly,~~on weor ~~may~~before bematurity. ~~forced~~We tocannot ~~delay raising capital, issue shorter~~assure ~~tenors~~you ~~than~~that we ~~prefer~~will orbe ~~pay~~able ~~unattractive~~to ~~interest~~refinance ~~rates,~~any ~~which~~of ~~could increase~~ our ~~interest expense~~indebtedness, ~~decrease~~including our ~~profitability~~ ~~and~~term ~~significantly~~loan ~~reduce~~and ~~our~~revolving ~~financial~~credit ~~flexibility. Overall~~facility, ~~our~~on ~~results~~commercially ofreasonable ~~operations,~~terms ~~financial~~or ~~condition and cash flows could~~at ~~be materially adversely affected by the disruptions in the global credit and financial markets~~all.

~~The global economic downturn may have a negative effect on our business and operations.~~ 25

~~The~~Because ~~global economic downturn has caused a general~~our ~~tightening~~stock inis ~~the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and lower business spending, all of which may have~~ a ~~negative~~penny ~~effect on our business~~stock, ~~results~~stockholders ofwill ~~operations, financial condition and liquidity. Potential customers may~~ be ~~unable~~more tolimited ~~fund purchases or may determine to reduce purchases or inventories or may cease to continue~~ in ~~business. In~~their ~~addition,~~ability ~~our supplier may not be able~~ to ~~supply us with needed raw materials on a timely basis, may increase prices or go out~~ ofsell ~~business,~~their ~~which could result in our inability to meet customer demand or could affect our gross margins~~stock.

The ~~timing,~~SEC ~~strength~~has oradopted ~~duration~~rules ofthat ~~any~~regulate ~~recovery~~broker-dealer practices in ~~the~~connection ~~global~~with ~~economic~~transactions ~~markets~~in ~~remains~~penny ~~uncertain,~~stocks. ~~and~~Penny ~~there~~stocks ~~can~~are generally beequity nosecurities ~~assurance~~with ~~that~~a ~~market~~price ~~conditions~~of ~~will~~less ~~improve~~than in$5.00, ~~the~~other ~~near~~than ~~future~~securities orregistered ~~that~~on ~~our~~certain ~~results~~national ~~will~~securities ~~not~~exchanges ~~continue~~or toquoted beon ~~materially and adversely affected. Such conditions make it very difficult to~~the ~~forecast~~NASDAQ ~~operating results~~system, ~~make~~provided ~~business decisions and identify and address material business risks. There can be no assurance~~ that ~~the~~current ~~economy~~price and ~~our~~volume ~~operating~~information ~~results~~with ~~will continue~~ respect to ~~improve,~~transactions ~~that~~in ~~the economy will not experience another significant downturn. In~~ such ansecurities ~~event,~~is ~~our~~provided ~~operating~~by ~~results,~~the ~~financial~~exchange ~~condition~~or ~~and business could be adversely affected~~quotation system.

~~The~~Because ~~agreements~~our ~~governing~~securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities. The ~~debt~~rules ~~contain~~may ~~various~~further affect the ability of owners of shares to ~~covenants~~sell our securities in any market that ~~limit~~might develop for them. As long as the quotation price of our ~~ability~~common tostock ~~take~~is ~~certain~~less ~~actions~~than $5.00 per share, ~~failure~~the common stock will be subject to ~~comply~~Rule ~~with~~15g-9 ~~which~~under ~~could~~the ~~have~~Exchange Act. The penny stock rules require a ~~material~~broker-dealer, ~~adverse~~prior ~~effect~~to ona transaction in a penny stock, to ~~us.~~deliver a standardized risk disclosure document prepared by the SEC, that:

~~The~~1. ~~agreements~~contains ~~governing our senior secured term loan contain~~ a ~~number~~description of ~~covenants~~the ~~that,~~nature ~~among~~and ~~other~~level ~~things, limit our ability to: transfer or sell all or substantially all~~ of ~~our~~risk ~~assets~~in orthe ~~make~~market ~~certain~~for ~~other~~penny ~~restricted~~stocks ~~payments.~~in ~~Any~~both ~~future~~public ~~refinancing~~offerings ofand ~~the~~secondary ~~term loan is likely to contain similar restrictive covenants.~~trading;

To2. ~~service~~contains ~~our~~a ~~indebtedness,~~description weof ~~will~~the ~~require a~~broker's ~~significant~~or ~~amount~~dealer's duties to the customer and of ~~cash.~~the ~~Our~~rights ~~ability~~and remedies available to ~~generate~~the ~~cash~~customer ~~depends~~with onrespect ~~many~~to ~~factors~~a ~~beyond~~violation ~~our~~to ~~control.~~such duties or other requirements of securities laws;

Our ability to pay interest on our debt and to satisfy our other debt obligations will depend in part upon our future financial and operating performance and upon our ability to renew or refinance borrowings3. ~~Prevailing~~contains ~~economic~~a ~~conditions and financial~~brief, ~~business~~clear, ~~competitive,~~narrative ~~legislative,~~description ~~regulatory and other factors, many~~ of ~~which~~a ~~are~~dealer ~~beyond our control~~market, ~~will~~including ~~affect~~bid ~~our~~and ~~ability~~ask toprices ~~make~~for ~~these~~penny ~~payments.~~stocks ~~While we believe that cash flow from our current level of operations, available cash~~ and ~~available~~the ~~borrowings~~significance ~~will provide adequate sources~~ of ~~liquidity for at least~~ the ~~next~~spread ~~twelve~~between ~~months, a significant drop in operating cash flow resulting from economic conditions, competition or other uncertainties beyond our control could create~~ the ~~need~~bid ~~for~~and ~~alternative~~ask 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.price;

204. contains a toll-free telephone number for inquiries on disciplinary actions;

We5. ~~cannot~~defines ~~assure~~significant ~~you,~~terms ~~however,~~in ~~that~~the ~~our~~disclosure ~~business will~~document ~~generate sufficient cash flow from operations~~ or ~~that future borrowings will be available to us~~ in anthe ~~amount~~conduct ~~sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion~~ of ~~our~~trading ~~indebtedness on~~in orpenny ~~before~~stocks; ~~maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our term loan~~ and ~~revolving credit facility, on commercially reasonable terms or at all.~~

~~Because our~~6. ~~stock~~contains such other information and is ain ~~penny~~such ~~stock~~form, ~~stockholders~~including ~~will~~language, betype, ~~more~~size ~~limited~~and informat, ~~their~~as ~~ability~~the toSEC ~~sell~~shall ~~their~~require ~~stock~~by rule or regulation.

The ~~SEC~~broker-dealer ~~has~~also ~~adopted~~must ~~rules~~provide, ~~that~~prior ~~regulate~~to ~~broker-dealer~~effecting ~~practices~~any transaction in ~~connection~~a penny stock, the customer with: ~~transactions~~(a) inbid and offer quotations for the penny ~~stocks.~~stock; ~~Penny~~(b) ~~stocks~~the ~~are~~compensation ~~generally~~of ~~equity~~the ~~securities~~broker-dealer ~~with~~and its asalesperson ~~price~~in the transaction; (c) the number of ~~less~~shares ~~than~~to which such bid ~~$5.00~~and ask prices apply, or other ~~than~~comparable ~~securities~~information ~~registered~~relating onto ~~certain~~the ~~national~~depth ~~securities~~and liquidity ~~exchanges~~of orthe ~~quoted~~market onfor such stock; and (d) a monthly account statements showing the ~~NASDAQ~~market ~~system~~value of each penny stock held in the customer's account. In addition, ~~provided~~the penny stock rules require that, prior to a transaction in a penny ~~current~~stock ~~price~~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 ~~volume~~receive ~~information~~the ~~with~~purchaser's ~~respect~~written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions ininvolving penny ~~such~~stocks, ~~securities~~and isa ~~provided~~signed byand dated copy of a written suitability statement. These disclosure requirements may have the ~~exchange~~effect orof ~~quotation~~reducing ~~system~~the trading activity in the secondary market for our stock.

Because our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and 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 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. contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

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

3. 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;

4. contains a toll-free telephone number for inquiries on disciplinary actions;

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

6. contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and 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.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Not ~~applicable~~ Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

~~No senior securities were issued and outstanding during the three and nine months ended September 30, 2014~~None.

ITEM 4. MINE SAFETY DISCLOSURES.

~~Not applicable to our Company~~None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

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

Exhibit Number		Description of Exhibit
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.

Notes:

(1)	Filed as an exhibit to our Registration Statement on Form S-1 filed on May 23, 2011.

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

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

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

(5)	Filed as an exhibit to our Current Report on Form 8-K filed on July 25, 2013.

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

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

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

(9)	Filed as an exhibit to our Current Report on Form 8-K filed on September 9, 2014.

2328

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			NOUVEAU VENTURES INC.
			NOUVEAU VENTURES, INC.
Date:	~~November~~September 181, ~~2014~~2015	By:	/s/ Rob Rainer
			ROB RAINER
			President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer
			(Principal Executive Officer and Principal Accounting Officer)

Three months ended

March 31, 2015

March 31,2014

Amortization

Loss from discontinued operations

Filing Compare · NOUVEAU VENTURES INC.