UNITED STATES

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~~x ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~September~~SECTION ~~30,~~13 ~~2014~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 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: 001-35484

VIZCONNECT, INC.

(Exact name of registrant as specified in its charter)

Nevada		27-3687123
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

136 Dwight Road

Longmeadow, Massachusetts 01106

(Address of principal executive offices (Zip Code)

(855) 849-2666

(Registrant’'s telephone number, including area code)

~~1350 Main Street, Suite 1407~~ ____________________________________________________________

Springfield, Massachusetts 01103

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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	¨	Smaller reporting company	x
(do not check if smaller reporting company)

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

As of ~~November~~July 1228, ~~2014~~2015, there were 663,~~763~~212,~~390~~965,252 shares of common stock, $0.~~001~~00001 par value per share, issued and outstanding.

VIZCONNECT, INC.

TABLE OF CONTENTS

FORM 10-Q REPORT

~~September~~March 3031, ~~2014~~2015

		Page Number
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.		4
Item 2.	Management’'s Discussion and Analysis of Financial Condition and Results of Operations.		18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		24
Item 4.	Controls and Procedures.		2524
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.		26
Item 1A.	Risk Factors.		26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		26
Item 3.	Defaults Upon Senior Securities.		27
Item 4.	Mine Safety Disclosures.		27
Item 5.	Other Information.		27
Item 6.	Exhibits.		28
SIGNATURES			29

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “"Report”") contains “"forward-looking statements”" within the meaning of Section 27A of the Securities Act of 1933, as amended (the “"Securities Act”"), and Section 21E of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “"anticipate,”" “"believe,”" “"estimate,”" “"intend,”" “"could,”" “"should,”" “"would,”" “"may,”" “"seek,”" “"plan,”" “"might,”" “"will,”" “"expect,”" “"predict,”" “"project,”" “"forecast,”" “"potential,”" “"continue”" negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management, any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS REPORT

When this report uses the words “"we,”" “"us,”" “"our,”" and the “"Company,”" they refer to the combined business of VizConnect, Inc. and its subsidiary, VizConnect LLC. “"SEC”" refers to the Securities and Exchange Commission.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

VIZCONNECT, INC. AND SUBSIDARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of			As of
	September 30,			December 31,
	March 31,			December 31,
	2014			2013
	2015			2014
	(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	~~741~~11		$	3410,~~904~~602
Prepaid expenses and other current assets		3,~~923~~360			~~14,654~~754
TOTAL CURRENT ASSETS		43,~~664~~371			4911,~~558~~356
Property, plant and equipment - net		161,~~062~~584			1,~~937~~660
TOTAL ASSETS	$	204,~~726~~955		$	5113,~~495~~016
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Current portion of convertible notes payable, net of discount of $234,524 and $85,583 at September 30, 2014 and December 31, 2013, respectively	$	65,226		$	32,167
Current portion of convertible notes payable, net of discount of $80,972 and $179,498 at March 31, 2015 and December 31, 2014, respectively	$	214,001		$	202,252
Accounts payable		~~351~~373,~~833~~629			~~237~~370,~~705~~211
Accrued expenses		~~158~~664,~~579~~178			97487,~~088~~716
Deferred revenues		218,~~609~~000			5218,~~356~~000
Notes payable- related party		24,~~842~~848			2224,~~500~~848
Notes payable		~~411~~366,~~281~~973			72366,~~000~~973
Derivative liability		~~582~~469,~~598~~635			~~203~~600,~~850~~271
TOTAL CURRENT LIABILITIES		12,~~596~~131,~~968~~264			~~717~~2,~~666~~070,271
Convertible notes payable net of discount of $221,869 and $325,130 at September 30, 2014 and December 31, 2013, respectively		66,524			37,370
Convertible notes payable net of discount of $166,458 and $187,064 at March 31, 2015 and December 31, 2014, respectively		66,696			69,559
TOTAL LIABILITIES		12,~~663~~197,~~492~~960			~~755~~2,~~036~~139,830
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Preferred Stock: $0.001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2014 and December 31, 2013		-			-
Preferred Stock Series A: $0.00001 par value, 3 shares authorized, 3 shares issued and outstanding as of March 31, 2015, and 0 shares issued and outstanding as of December 31, 2014		-			-
Common Stock: $0.001 par value, 250,000,000 shares authorized, 66,763,390 shares issued and outstanding as of September 30, 2014, and 40,680,000 shares issued and outstanding as of December 31, 2013		67,888			40,680
Preferred Stock: $0.00001 par value, 49,999,997 shares authorized, 0 shares issued and outstanding as of March 31, 2015 and December 31, 2014		-			-
Additional paid in capital		1,948,853			132,752
Common Stock: $0.00001 par value, 5,000,000,000 shares authorized, 212,965,252 shares issued and outstanding as of March 31, 2015, and 67,048,726 shares issued and outstanding as of December 31, 2014		2,130			670
Accumulated deficit		(3,737,692	)		(960,993	)
Additional paid in capital		2,387,999			2,087,647
VizConnect, Inc. stockholders' deficit		(1,720,951	)		(787,561	)
Comprehensive Gain		965			974
Noncontrolling interest		78,185			84,020
Accumulated deficit		(4,662,275	)		(4,294,232	)
Total stockholders' deficit		(1,642,766	)		(703,541	)
VizConnect, Inc. stockholders' deficit		(2,271,181	)		(2,204,941	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	20,726		$	51,495
Noncontrolling interest		78,176			78,127
Total stockholders' deficit		(2,193,005	)		(2,126,814	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	4,955		$	13,016

See accompanying notes to the unaudited condensed consolidated financial statements

VIZCONNECT, INC. AND SUBSIDARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the three month period						For the nine month period
	For the three monthsended
	ended						ended
	March 31,			March 31,
	September 30,			September 30,			September 30,			September 30,
	2015			2014
	2014			2013			2014			2013
REVENUE
REVENUE
Revenue	$	-		$	64,223
Revenue	$	32,623		$	140,856		$	173,100		$	249,190
Total Revenue		-			64,223
Total Revenue		32,623			140,856			173,100			249,190
OPERATING EXPENSES
OPERATING EXPENSES
Programming, Hosting & Technology Expense		893			22,038
Programming, Hosting & Technology Expense		12,684			49,345			48,380			85,309
Professional Fees		10,549			411,448
Professional Fees		62,979			40,511			892,172			160,892
General and Administrative		134,995			865,874
General and Administrative		85,141			136,136			1,022,207			220,983
Selling Expense		1,680			35,828
Selling Expense		(20,289	)		47,337			27,943			106,372
Total Operating Expenses		148,117			1,335,188
Total Operating Expenses		140,515			273,329			1,990,702			573,556
Loss From Operations		(148,117	)		(1,270,965	)
Loss From Operations		(107,892	)		(132,473	)		(1,817,602	)		(324,366	)
Loss on change in fair value of derivative liability		(59,068	)		(75,102	)
Change in fair value of derivative liability		(76,114	)		614,586			(234,274	)		343,609
Interest Expense		(160,809	)		(156,693	)
Interest Expense		(213,614	)		(65,316	)		(730,658	)		(85,213	)
NET LOSS BEFORE INCOME TAX		(367,994	)		(1,502,760	)
NET INCOME (LOSS) BEFORE INCOME TAX		(397,620	)		416,797			(2,782,534	)		(65,970	)
Provision for income taxes		-			-
Provision for income taxes		-			-			-			-
NET LOSS		(367,994	)		(1,502,760	)
NET INCOME (LOSS)		(397,620	)		416,797			(2,782,534	)		(65,970	)
Net Income Attributable to Noncontrolling Interest		49			(5,615)
Net Loss Attributable to Noncontrolling Interest		220			-			5,835			-
Net Loss Attributable to Controlling Interest	$	(368,043	)	$	(1,508,375	)
Net Income (Loss) Attributable to Controlling Interest	$	(397,400	)	$	416,797		$	(2,776,699	)	$	(65,970	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.03	)
Basic and diluted income (loss) per common share	$	(0.01	)	$	0.01		$	(0.04	)	$	-
Basic and diluted weighted average shares outstanding		119,286,430			50,484,444
Basic and diluted weighted average shares outstanding		66,702,249			40,680,000			62,688,672			38,201,176

See accompanying notes to the unaudited condensed consolidated financial statements

VIZCONNECT, INC. AND SUBSIDARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

			For the nine				For the nine
		For the three				For the three
			month period				month period
		months ended				months ended
			ended				ended
		March 31, 2015				March 31, 2014
			September 30,2014				September 30,2013
CASH FLOWS FROM OPERATING ACTIVITIES:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to controlling interest		$	(368,043	)		$	(1,508,375	)
Net loss			$	(2,776,699	)		$	(65,970	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
	Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation Expense			76				108
	Net Loss attributable to noncontrolling interest			(5,835	)			-
Amortization of debt discount			119,134				109,372
	Depreciation Expense			200				130
Loss on change in fair value of derivative liability			59,068				75,102
	Accretion of Prepaid Interest			13,790				-
Stock issued for services			1,800				1,137,300
	Amortization of debt discount			381,873				62,006
Changes in Operating Assets and Liabilities:
	(Gain) Loss on change in fair value of derivative liability			234,274				(343,609	)
Prepaid Expenses			(2,606	)			(3,287	)
	Stock issued for services			1,437,126				-
Accounts Payable			3,418				48,363
	Changes in Operating Assets and Liabilities:
Accrued Expenses			176,522				15,070
	Demand Notes Receivable			-				(11,200	)
Deferred Revenue			-				(8,129	)
	Prepaid Expenses			10,731				(13,703	)
Net Cash Used In Operating Activities			(10,582	)			(134,476	)
	Accounts Payable			114,128				118,474
CASH FLOWS FROM INVESTING ACTIVITIES:			-				-
	Accrued Expenses			79,301				58,396
CASH FLOWS FROM FINANCING ACTIVITIES:
	Deferred Revenue			(49,747	)			31,788
Repayment of notes payable - related party			-				(2,500	)
	Net Cash Used In Operating Activities			(560,858	)			(163,688	)
Proceeds from notes payable			-				313,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Repayment of notes payable			-				(134,250	)
	Fixed asset purchases			(14,325	)			(2,152	)
Net Cash Provided by Financing Activities			-				176,250
	Net Cash Used In Investing Activities			(14,325	)			(2,152	)
EFFECT OF EXCHANGE RATE ON CASH			(9	)			-
CASH FLOWS FROM FINANCING ACTIVITIES:
NET INCREASE (DECREASE) IN CASH			(10,591	)			41,774
	Proceeds from notes payable - related party			5,000				-
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			10,602				34,904
	Repayment of notes payable - related party			(7,500	)			-
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	11				76,678
	Proceeds from notes payable			915,705				170,250
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
	Repayment of notes payable			(372,185	)			-
Cash Paid for Interest		$	-			$	63,542
	Equity Contributions			-				20,000
Cash Paid for Taxes		$	-			$	-
	Net Cash Provided by Financing Activities			541,020				190,250
NET INCREASE (DECREASE) IN CASH				(34,163	)			24,410
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD				34,904				19,842
CASH AND CASH EQUIVALENTS AT END OF PERIOD			$	741			$	44,252
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid for Interest			$	186,918			$	-
Cash Paid for Taxes			$	-			$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
During the nine months ended September 30, 2014 the Company converted $4,842 of interest to principal on notes payable - related party.
During the nine months ended September 30, 2014 the Company reclassified $263,276 of derivative liability into additional paid in capital upon the repayment of notes.
During the nine months ended September 30, 2014 the Company converted $142,908 of convertible notes to common stock.
During the nine months ended September 30, 2013 the Company allocated $480,250 of notes payable to derivative liability.

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

During the three months ended March 31, 2015, the Company reclassified $189,704 of derivative liability into additional paid in capital upon the repayment of notes.

During the three months ended March 31, 2015, the Company converted $110,308 of convertible notes and interest to common stock.

During the three months ended March 31, 2014 the Company converted $4,842 of interest to principal on notes payabe - related party.

During the three months ended March 31, 2014 the Company reclassified $80,716 of derivative liability into additional paid in capital upon the repayment of the note.

See accompanying notes to the unaudited condensed consolidated financial statements

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for comprehensive presentation of financial position and results of operations.

VizConnect, Inc. (the "Company") was setup as a corporation under the laws of the State of Nevada on October 15, 2010. The Company, through its wholly-owned subsidiary, VizConnect LLC, a Massachusetts limited liability company, provides cloud based marketing services using a combination of mobile video marketing, video storage, and cloud computing in one easy to access system for a monthly fee. The Company’'s year-end is December 31.

On February 13, 2013, VizConnect, Inc. consummated a share exchange with VizConnect LLC. Under the terms of the share exchange, the members of VizConnect LLC received 25,000,000 shares of the common stock of VizConnect, Inc. for 100% of the issued and outstanding member’s interest of VizConnect LLC. As a result of the transaction, the members of VizConnect LLC became the majority owners of VizConnect, Inc. and VizConnect LLC became a wholly-owned subsidiary.

The reverse merger is deemed a capital transaction and the net assets of VizConnect LLC (the accounting acquirer) are carried forward to the VizConnect, Inc. (the legal acquirer and the reporting entity) at their carrying value before the combination. The acquisition process utilizes the capital structure of VizConnect, Inc. and the assets and liabilities of VizConnect LLC, which are recorded at historical cost. The equity of VizConnect, Inc. is the historical equity of VizConnect LLC retroactively restated to reflect the number of shares issued by the Company in the transaction.

In connection with this transaction, the historical shareholders of VizConnect, Inc. were deemed to have been issued 15,680,000 shares of common stock upon completion of the reverse merger.

On February 23, 2013, VizConnect, Inc. concluded a 4-for-1 stock split, following which there were 40,680,000 shares of common stock issued and outstanding.

On October 29, 2013, the Company formed a majority owned subsidiary to conduct business solely in Canada. The majority owned subsidiary is included in the consolidated financial statements of the Company at its formation. The non-controlling interest investors have contributed $100,000 into the subsidiary, which represents 20% ownership. The Company owns the remaining 80% of the subsidiary.

ItOn isApril ~~management’s~~22, ~~opinion~~2015, ~~that~~the ~~all~~Company ~~material~~filed ~~adjustments~~a ~~(consisting~~Certificate of ~~normal~~Amendment ~~reoccurring~~to ~~adjustments)~~the ~~have~~Articles ~~been~~of ~~made,~~Incorporation ~~which~~in ~~are~~the ~~necessary~~state ~~for~~of aNevada ~~fair~~to ~~financial~~increase ~~statement~~the ~~presentation~~authorized shares of Common Stock and Preferred Stock to 5,000,000,000 and 50,000,000, respectively. The ~~results~~Company ~~for~~reduced the ~~interim~~par ~~period~~value ~~are~~per ~~not~~share ~~necessarily~~of ~~indicative~~Common ofand ~~the~~Preferred ~~results~~Stock ~~expected~~from ~~for~~$0.001 ~~the~~to ~~year~~$0.00001 per share.

On May 20, 2015, the Company issued 3,000,000,000 shares of Common Stock to its board of directors converting $30,000 of Accrued Payroll.

It is management's opinion that all material adjustments (consisting of normal reoccurring adjustments) have been made, which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results expected for the year.

(B) Principal of Consolidation

The accompanying 2015 and 2014 unaudited condensed consolidated financial statements include the accounts of VizConnect, Inc., VizConnect LLC and its 80% owned-subsidiary, VizConnect Canada from the date of incorporation (October 29, 2013).

(C) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include the calculation of deferred revenue during the period and determinations of fair values of certain financial instruments.

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

(B) Principal of Consolidation

The accompanying 2014 and 2013 unaudited condensed consolidated financial statements include the accounts of VizConnect, Inc., VizConnect LLC and its 80% owned-subsidiary, VizConnect Canada from the date of incorporation (October 29, 2013).

(D) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014, the Company had no cash equivalents.

(E) Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740 " Accounting for Income Taxes ". Under this approach, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and their liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2014

(UNAUDITED)

(F) Software Development Costs

We expense software development costs to be marketed to external users with a useful life of less than one year, before technological feasibility of such products is reached. We have determined that technological feasibility is reached shortly before the release of those products and as a result, the development costs incurred after the establishment of technological feasibility and before the release of those products were not material, and accordingly, were expensed as incurred. Software development costs totaled $~~48,380~~893 and $2322,~~872~~038 for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014, respectively. ~~Software Development costs with a useful life of greater than one year have been capitalized totaling $14,325.~~

(G) Business Segments

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

(H) Revenue Recognition

The Company ~~will~~recognizes ~~recognize~~ revenue on arrangements in accordance with FASB ASC No. 605, “ "Revenue Recognition ”". In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

The Company recognizes revenue from monthly subscriptions fees in the month in which services are provided. Because a portion of the fees are earned over a month period, any fees collected in which the services are not provided are recorded as deferred revenue.

The Company recognizes revenue from set up fees at the time the initial set up is complete and the fees are earned.

The Company recognizes revenue from distributor membership fees monthly over the one year membership period. Any fees collected in which the services are not provided are recorded as deferred revenue.

~~(I) Selling Expenses~~8

The Company incurs selling expenses under a “multi-level” compensation plan, which includes commissions for subscription sales made and bonuses for assisting associated distributors in closing initial subscription sales. Commissions are earned from direct sales as well as the sales made through the sales network they have developed. Accrued commissions payable was $21,963 and $42,057 as of September 30, 2014 and December 31, 2013, respectively.

(J) Concentrations

As of September 30, 2014 and 2013, respectively, the Company has no customers whose sales account for more than 10% of total sales.

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

(I) Selling Expenses

The Company incurs selling expenses under a "multi-level" compensation plan, which includes commissions for subscription sales made and bonuses for assisting associated distributors in closing initial subscription sales. Commissions are earned from direct sales as well as the sales made through the sales network they have developed. Accrued commissions payable was $21,640 as of March 31, 2015 and December 31, 2014.

(J) Concentrations

As of March 31, 2015 and 2014, respectively, the Company has no customers whose sales account for more than 10% of total sales.

(K) Property and Equipment

Property and equipment is recorded at cost. Additions and betterments are capitalized; maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the asset’'s estimated useful life, which is 5 years for furniture. Gains and losses on disposal are charged to operations.

(L) Fair Value Measurements

The Company’'s capital structure includes the use of convertible debt features that are classified as derivative financial instruments. Derivative financial instruments are recognized as either assets or liabilities and are measured at fair value in accordance with FASB ASC 815 “" Derivatives and Hedging ”". ASC 815 requires that changes in fair value of derivative financial instruments with no hedging designation be recognized as gains (losses) in the earnings statement. Fair value measurement and disclosures are determined in accordance with FASB ASC 820 “" Fair Value Measurements and Disclosures ”".

FASB ASC 820 establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, the estimates present herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value.

The following inputs are used in the valuation of the financial assets and liabilities.

Level 1 - Inputs represent unadjusted quoted prices for identical assets and liabilities exchanged in active markets.

Level 2 - Inputs include directly or indirectly observable inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities exchanged in active or inactive markets; quoted prices for identical assets or liabilities exchanged in inactive markets; other inputs that are considered in fair value determinations of the assets or liabilities, such as interest rates or yield curves that are observable at commonly quoted intervals, volatilities, repayment speeds, loss severities, credit risks and default rates; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs, because there is little, if any, market activity in the assets or liabilities or related observable inputs that can be corroborated at the measurement date. Measurements of non-exchange traded derivative contract assets and liabilities are primarily based on valuation models, discounted cash flow models or other valuation techniques that are believed to be used by market participants. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in pricing assets and liabilities.

109

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

The fair values of financial instruments that include cash and amounts due to related parties were estimated to approximate their carrying values due to the immediate or relatively short maturity of these instruments.

The Company’'s operations and financing activities are conducted primarily in United States dollars, and as a result are not subject to significant exposure to market risks from changes in foreign currency rates. Management has determined that the Company is not exposed to significant credit risk.

The following is a summary of liabilities measured at fair value on a recurring basis at ~~September~~March 3031, ~~2014~~2015:

Description

Total Fair Value

Level 1

Level 2

Level 3

Derivatives:

Conversion Feature Liability

~~582~~469,~~598~~635

Total derivatives

~~582~~469,~~598~~635

The following is a summary of liabilities measured at fair value on a recurring basis at December 31, ~~2013~~2014:

Description

Total Fair Value

Level 1

Level 2

Level 3

Derivatives:

Conversion Feature Liability

~~203~~600,~~850~~271

Total derivatives

~~203~~600,~~850~~271

11The changes in derivatives measured at fair value for which, the Company has used Level 3 inputs to determine fair value at March 31, 2015 are as follows:

	For the three months ended March 31, 2015
Beginning of the year	$	600,271
Additional loans		0
Loss on change in fair value		59,068
Settlements		(189,704	)
End of the quarter	$	469,635

The following is a description of the valuation methodology used for liabilities measured at fair value.

Conversion feature liability - The fair value of the derivative instrument was estimated using the Black Scholes option pricing model. (See Note 6)

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

The changes in derivatives measured at fair value for which, the Company has used Level 3 inputs to determine fair value at September 30, 2014 are as follows:

	For the nine months ended September 30,2014
Beginning of the year	$	203,850
Additional loans		407,750
Loss on change in fair value		234,274
Settlements		(263,276	)
End of the quarter	$	582,598

The following is a description of the valuation methodology used for liabilities measured at fair value.

Conversion feature liability – The fair value of the derivative instrument was estimated using the Black Scholes option pricing model. (See Note 6)

(M) Re-classifications

Certain amounts from prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company’'s net loss or cash flows.

(N) Loss per Share

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

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2014

(UNAUDITED)

The following summarizes potential anti-dilutive shares:

	September 30,2014		September 30,2013
	March 31,2015		March 31,2014
(number of shares)
Convertible notes		332,~~533~~969,~~720~~876,771		68,~~799~~302,~~474~~887
Total		332,~~533~~969,~~720~~876,771		68,~~799~~302,~~474~~887

(O) Recent Account Pronouncements

~~Recent~~In ~~accounting~~April ~~pronouncements~~2015, FASB issued ~~by the Financial~~ Accounting Standards ~~Board~~Update (~~FASB~~"ASU") ~~(including~~No. ~~its~~2015-03, ~~Emerging~~" ~~Issues~~Interest ~~Task~~- ~~Force~~Imputation of Interest (Subtopic 835-30),: Simplifying the ~~AICPA~~Presentation of Debt Issuance Costs" , ~~and~~is to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the ~~SEC~~balance sheet as a direct deduction from the carrying amount of that debt liability, ~~did~~consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, orthe ~~are~~ASU ~~not~~is ~~believed~~effective byfor ~~management~~financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to ~~have~~determine aif ~~material~~there will be any impact on ~~the~~our ~~Company’s~~results ~~present~~of oroperations, ~~future~~cash flows or financial ~~statements~~condition.

In August 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-15 on "Presentation of Financial Statements Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" . Currently, there is no guidance in U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments 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 Update are effective for public and non-public entities for annual periods ending after December 15, 2016. Early adoption is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

ZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF MARCH 31, 2015

(UNAUDITED)

NOTE 2. GOING CONCERN

The Company had a net loss of $2368,~~776,699~~043 attributable to common stockholders for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015, aan ~~Stockholders’~~accumulated deficit of $14,~~642~~662,~~766~~275 and a working capital deficit of $12,~~592~~127,~~304~~893 as of ~~September~~March 3031, ~~2014~~2015. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’'s ability to raise additional capital through expanding their mobile video platform designed to help social celebrities, businesses and brands and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding through implementing its strategic plans, marketing strategy and sales incentives to expand operations will provide the opportunity for the Company to continue as a going concern.

NOTE 3. NOTES PAYABLE-RELATED PARTY

During 2011, the Company entered into two notes payable for a total of $22,500. The Notes have an interest rate of 10%, are unsecured, and due March 15, 2012. On February 14, 2014, these ~~notes~~Notes plus accrued interest were converted into a new ~~note~~Note due on November 14, 2014 with an interest rate of 15% and premium interest of 20% beginning November 14, 2014. During the ~~three~~year ~~months~~ ended ~~March~~December 31, 2014, $27,500 was repaid. The Company also converted $4,~~842~~848 of interest to principal on the ~~notes~~Notes. During 2014, the Company entered into two notes payable for a total of $5,000 with no interest, are unsecured, and due on demand. ~~During the three months ended September 30, 2014, $5,000 was repaid.~~ As of ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014, the total amount outstanding is $24,~~842 and $22,500 respectively~~848. Accrued interest totaled $24,~~360~~717 and $53,~~171~~475 as of ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014, respectively. The maturity date has been extended to August 31, 2015.

13NOTE 4. NOTES PAYABLE

During 2011, the Company entered into a note payable for $15,000. The Note has an interest rate of 2% monthly, is unsecured, and due on demand. As of March 31, 2015 and December 31, 2014, the total amount outstanding is $13,000. Accrued interest totaled $11,620 and $10,840 as of March 31, 2015 and December 31, 2014, respectively.

On February 4, 2014, the Company received $35,000 in exchange for accounts receivable of $47,915. The amount is repayable on a daily basis whereby the Company pays $300 per day. As of October 23, 2014, the Note was fully repaid.

In January, 2014, the Company entered into two notes payable for a total of $20,000. The Notes have an interest rate of 15% per year, are unsecured, have maturity dates that have been extended to May 31, 2015 and are in default.

In February, 2014, the Company entered into a note payable for $10,000. The Note has an interest rate of 15% per year, is unsecured, the maturity date has been extended to May 31, 2015 and is in default.

In March, 2014, the Company entered into a note payable for $60,000. The Note has a lump sum interest payment due of $4,000, is unsecured, the maturity date has been extended to May 31, 2015 and is in default.

On March 26, 2014, the Company entered into a note payable for $100,000. The Note had an interest rate of 10%, increasing to 20% beginning January 1, 2015, with a late payment premium of 22% on the principal and interest. A lump sum of $10,000 is due upon repayment, and is unsecured. In the second quarter of 2014, the Company accreted $ 10,000 of the original issuance discount. As of March 31, 2015 and December 31, 2014, the total amount outstanding is $67,671. Accrued interest totaled $7,292 and $0 as of March 31, 2015 and December 31, 2014, respectively. The Note was in default as of March 31, 2015.

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

~~NOTE~~On 4May 15, 2014, the Company entered into a note payable for $100,000. ~~NOTES~~The ~~PAYABLE~~Note has an interest rate of 10% with a lump sum of $20,000 due upon repayment, and is unsecured. In the second and third quarters of 2014, the Company accreted $ 20,000 of the original issuance discount. As of March 31, 2015 and December 31, 2014, the total amount outstanding is $96,302. Accrued interest totaled $2,408 and $0 as of March 31, 2015 and December 31, 2014, respectively. The Note was in default as of March 31, 2015.

~~During~~On ~~2011~~June 4, ~~The~~2014, the Company entered into a note payable for $1520,000. The Note has ana ~~interest~~lump ~~rate~~sum ofinterest 2%payment ~~monthly, is unsecured, and~~ due ~~on demand. As~~ of ~~September 30~~$3, ~~2014 and December 31~~000, ~~2013, the total amount outstanding~~ is ~~$13~~unsecured,~~000.~~ ~~Accrued~~and ~~interest~~was ~~totaled~~fully ~~$10,060~~repaid ~~and $7,720~~ as of ~~September~~July 3022, 2014 ~~and December 31, 2013, respectively~~.

On ~~February~~July 417, 2014, the Company ~~received~~entered into a $3575,000 inNote ~~exchange~~with ~~for~~an ~~accounts~~interest ~~receivable~~rate of ~~$47,915~~15%. The ~~amount~~Note iswas ~~repayable~~in ondefault aas ~~daily basis whereby the Company pays $300 per day. As~~ of ~~September~~March 3031, ~~2014, $3,281 was outstanding, net of note payable discount~~2015.

InOn ~~January~~October ~~and February~~21, 2014, the Company entered into two notes payable for a total of $3020,000. The Notes have anlump sum interest ~~rate~~payments ofdue ~~15%~~totaling ~~per year~~$6,667, and are unsecured,. ~~and~~The ~~due~~maturity indates ~~January~~have ~~and~~been ~~February~~extended to August 31, 2015.

InOn ~~March~~December 4, 2014, the Company entered into a note payable for $605,000. The Note has a lump sum interest payment due of $42,000, is unsecured, ~~and~~ the maturity date has been extended to ~~December~~May 31, ~~2014~~2015 and is in default.

In ~~March~~Summary, ~~2014,~~during the ~~Company~~first ~~entered~~three ~~into~~months aended ~~note~~March ~~payable for $100~~31,~~000.~~ ~~The~~2015 ~~Note~~and ~~has~~for anthe ~~interest~~year ~~rate~~ended ofDecember ~~10%~~31, ~~with~~2014, athe ~~lump~~Company ~~sum~~received of$0 and $10996,~~000~~973 ~~due~~of ~~upon~~notes ~~repayment~~payable, ~~is unsecured~~respectively, ~~and~~including ~~the~~convertible notes payable, with maturity ~~date~~terms ~~has~~ranging ~~been~~from ~~extended~~one month to ~~December~~two ~~31,~~years ~~2014.~~and ~~The~~interest ~~Company~~rates ~~has~~from ~~received~~8% ato ~~waiver~~15%. ofThe ~~the~~Notes ~~late~~contain ~~payment~~various ~~premium~~conversion rates and ~~interest~~prepayment penalties. InFor the ~~second~~three ~~quarter~~months ofended ~~2014~~March 31, 2015 and the ~~Company~~year ~~accreted~~ended $December 1031,~~000~~ of2014, the ~~original~~Company ~~issuance~~has ~~discount.~~repaid ~~Full~~$0 ~~amount~~and ~~due~~$430,778 of principal, respectively, and ~~payable~~all atof ~~September~~the ~~30,~~notes ~~2014~~have ~~was~~been ~~$110,000~~retired.

On May 15, 2014, the Company entered into a note payable for $100,000. The Note has an interest rate of 10% with a lump sum of $20,000 due upon repayment, is unsecured, and the maturity date has been extended to December 31, 2014. The Company has received a waiver of the late payment premium and interest. In the second and third quarters of 2014, the Company accreted $ 20,000 of the original issuance discount. Full amount due and payable at September 30, 2014 was $120,000.

On June 4, 2014, the Company entered into a note payable for $20,000. The Note has a lump sum interest payment due of $3,000, is unsecured, and was repaid July 22, 2014.

On July 17, 2014, the Company entered into a $75,000 Note with an interest rate of 15% with the maturity date extended to December 31, 2014.

In Summary, during 2014, the Company received $ 920,705 of notes payable, including convertible notes payable, with maturity terms ranging from one month to two years and interest rates from 8% to 15%. The notes contain various conversion rates and prepayment penalties. As of September 30, 2014, the Company has repaid $379,685 of principal and all of the notes have been retired.

NOTE 5. CONVERTIBLE NOTES PAYABLE

During 2013, the Company received various unsecured convertible loans totaling $215,250 and converted loans payable in the amount of $310,000 to convertible notes payable of which $~~129~~186,~~940~~710 were converted to common stock in 2014. These notes have interest rates of 8% and 12% per year and mature on February 6, 2018 and March 1, 2018. During 2013, the Company repaid one convertible note payable in the amount of $42,500. During the first quarter of 2014, the Company received $133,000 of convertible notes payable, one for $75,000 with a discount of $25,000 for a term of three months, and one for $58,000 with an interest rate of 8% per year for a term of eight months. During the first quarter of 2014, the Company repaid loans of $42,500, $59,000 and $32,750 less $9,208 of discount. During the second quarter of 2014, the Company repaid a loan of $42,500. During the third quarter of 2014, the Company received $ 355,583 of convertible notes payable, one for $55,833 with an interest rate of 12% for a term of two years, one for $78,750 with an interest rate of 8% for a term of one year, one for $68,000 with an interest rate of 8% for a term of nine months, one for $53,000 with an interest rate of 8% for a term of nine months, and two $50,000 notes with interest rates of 12% for terms of six months. During the third quarter of 2014, the Company repaid loans of $58,000 and $75,000. During the fourth quarter of 2014, the Company received $107,000 of convertible notes payable, one for $25,000 with an interest rate of 8% for a term of one year, one for $57,000 with an interest rate of 10% for a term of one year, and one for $25,000 with an interest rate of 12% for a term of six months.During the first quarter of 2015, the Company issued 144,416,526 shares of common stock pursuant to the conversion of $110,308 of Convertible Notes and interest.

14The Company is in default on two convertible notes payable dated July 17, 2014 due January 17, 2015 and dated August 25, 2014 due February 25, 2015 for which the note holder has threatened to commence legal proceedings.

These notes can be converted following a holding period provided in the respective promissory notes. The conversion into shares of Common Stock is based upon either i.) the lowest closing price of our stock during certain number of trading days prior to the conversion date, subject to conversion price discounts that vary from 50% to 60% discount, or ii.) conversion price of $0.14 per share. In addition, these notes include price protection terms, which would reset the per-share purchase price if the Company were obligated to convert other liabilities at a lower per share purchase price.

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

The following is a summary of the unsecured convertible loans:

Origination date	Maturity Date	Interest Rate			Principal, September 30, 2014			Current Portion			Long-term
Origination Date	MaturityDate	InterestRate			PrincipalMarch 31, 2015			CurrentPortion			Long-term
February 2013	February 2018		8	%	$	~~182~~125,~~560~~790		$	-0-		$	~~182~~125,~~560~~790
May 2013	March 2018		12	%	$	20,000		$	-0-		$	20,000
June 2013	March 2018		12	%	$	30,000		$	-0-		$	30,000
July 2014	June 2016		12	%	$	5532,~~833~~364		$	-0-		$	5532,~~833~~364
July 2014	July 2015		8	%	$	7877,~~750~~725		$	7877,~~750~~725		$	-0-
July 2014	~~April~~January 2015		812	%	$	6823,~~000~~403		$	6823,~~000~~403		$	-0-
July 2014	~~January~~April 2015		128	%	$	508,~~000~~845		$	508,~~000~~845		$	~~-0-~~
August 2014	February 2015		12	%	$	50,000		$	50,000		$	~~-0-~~
September 2014	June 2015		8	%	$	53,000		$	53,000		$	~~-0-~~
Discount Notes payable					$	(456,393	)	$	(234,524	)	$	(221,869	)
October 2014	September 2015		8	%		25,000			25,000
Total					$	131,750		$	65,226		$	66,524
November 2014	November 2015		10	%		57,000			57,000
December 2014	June 2016		12	%		25,000						25,000
Discount notes payable						(247,430	)		(80,972	)		(166,458	)
Total					$	280,697		$	214,001		$	66,696

Interest recognized for the ~~nine~~three month periods ended ~~September~~March 3031, ~~2014~~2015 and ~~September~~March 3031, ~~2013~~2014 were $~~730~~160,~~658~~809 and $85156,~~213~~693 respectively.

NOTE 6. DERIVATIVES

The company has a balance of convertible notes totaling $~~588~~528,~~143~~127 with certain investors. The notes can be converted following a holding period provided in the promissory note agreement, and at a set price per share, subject to certain re-set provision. This includes price protection terms, which would reset the per-share purchase price if the Company were obligated to convert other convertible liabilities at a lower per share purchase price.

The derivative liability is recorded at fair value on the Company’'s financial statements, and any changes in their fair value are included in the consolidated statement of operations as a non-cash item.

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF MARCH 31, 2015

(UNAUDITED)

The derivative liability is revalued and reported at fair value of $469,635 and $600,271 as of March 31, 2015 and December 31, 2014 respectively.

The fair value of the convertible notes was estimated using the Black Scholes option pricing model with the following assumptions for the three months ended March 31, 2015.

Risk free interest rate	0% and .89% based on expected life

Dividend yield	0%

Expected volatility	387%

Expected life (range in years)	.00 to 2.92

NOTE 7. STOCKHOLDERS' EQUITY

In the first quarter of 2015, the Company issued 144,416,526 shares of common stock pursuant to the conversion of $110,308 Convertible Notes and interest.

Increases in additional paid in capital of $189,704 for the three months ended March 31, 2015 and $268,717 for the year ended December 31, 2014 were made for the fair value of Derivative Liability associated with the conversions and repayments of Convertible Notes.

The Company is required to reserve 2,700,724,339 shares of common stock under the convertible note agreements.

On February 10, 2015, the board of directors of the Company authorized a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock, designating three (3) shares of a new series of preferred stock, par value $0.001 per share, as "Series A Preferred Stock" all of which were issued to our three officers, valued at $0. The Certificate of Designation was filed as an amendment to the Company's Articles of Incorporation with the State of Nevada on February 10, 2015. Holder(s) of outstanding shares of Series A Preferred Stock shall be entitled to the number of votes equal to the total number of Company's common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company. The Certificate was approved by our board and did not require shareholder vote. The Series APreferred Stock did not have a dividend rate or liquidation preference, and were not convertible into shares of common stock. On the same date, the Company issued one share of Series A Preferred Stock to each of the Company's three Directors.

On February 26, 2015, the Company issued 1,500,000 shares of Common Stock to an employee with a fair value of $1,800.

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

~~The~~On ~~derivative~~May ~~liability~~18, is2015, ~~revalued~~the ~~and~~board ~~reported~~of atdirectors ~~fair~~of ~~value~~the Company authorized a Certificate of ~~$582~~Designation of Preferences,~~598~~ Rights and ~~$203~~Limitations of Series C Preferred Stock,~~850~~ asdesignating 10,000,000 shares of ~~September~~a 30new series of preferred stock, ~~2014~~par ~~and~~value ~~December~~$0.00001 31per share, ~~2013~~as ~~respectively~~"Series C Preferred Stock." The Certificate of Designation was filed as an amendment to the Company's Articles of Incorporation with the State of Nevada on May 18, 2015.

~~The~~On ~~fair~~March ~~value~~24, of2015, the ~~convertible~~Company ~~notes~~filed ~~was~~a ~~estimated~~Certificate ~~using~~of ~~the~~Amendment ~~Black~~to ~~Scholes~~the ~~option~~Articles ~~pricing~~of ~~model~~Incorporation ~~with~~in the ~~following~~state ~~assumptions~~of ~~for~~Nevada to increase the ~~nine~~authorized ~~months~~shares ~~ended~~of ~~September~~Common 30Stock to 2,000,000,000 ~~2014~~having a par value of $0.001.

Risk free interest rate		.03% and 1.43% based on expected life
Dividend yield		0%
Expected volatility		340%
Expected life (range in years)		.02 to 3.42

~~NOTE~~On 7April 22, 2015, the Company filed a Certificate of Amendment to the Articles of Incorporation in the state of Nevada to increase the authorized shares of Common Stock and Preferred Stock to 5,000,000,000 and 50,000,000, respectively. ~~STOCKHOLDERS’~~The ~~EQUITY~~Company reduced the par value per share of Common and Preferred Stock from $0.001 to $0.00001 per share. All share and per share amounts have been retroactively restated in the financial statements.

On August 10, 2013, the Company entered into a six month consulting agreement for 5,000,000 shares of common stock. The Company expensed the fair value of $321,800 related to the portion earned during the nine months ended September 30, 2014.

On January 1, 2014, the Company entered into a six month consulting agreement for 1,000,000 shares of common stock. The Company expensed the fair value of $100,000 related to the portion earned through September 30, 2014.

On February 11, 2014, the Company granted 13,175,000 shares of common stock to its board of directors. The Company expensed the fair value of $790,500 related to the portion earned through September 30, 2014.

In April, 2014, the Company issued 1,555,430 shares of common stock pursuant to the conversion of $100,575 Convertible Notes and $48,141 interest.

On April 1, 2014, the Company entered into a one year consulting agreement for 4,750,000 shares of common stock. The Company expensed the fair value of $142,500 related to the portion earned through September 30, 2014.

In May, 2014, the Company issued 227,960 shares of common stock pursuant to the conversion of $29,365 Convertible Notes and $3,125 interest.

On May 9, 2014, the Company entered into a three month consulting agreement for 250,000 shares of common stock. The Company expensed the fair value of $35,000 related to the portion earned through September 30, 2014.

On May 14, 2014, the Company entered into a one year consulting agreement for 500,000 shares of common stock of which 125,000 vest per quarter. The Company expensed the fair value of $2,500 and $6,527 related to the portions earned through September 30, 2014 and June 30, 2014, respectively.

Increases in additional paid in capital of $80,716 for the three months ended March 31, 2014, $138,396 for the three months ended June 30, 2014, and $44,164 for the three months ended September 30, 2014 were made for the fair value of Derivative Liability associated with the conversions and repayments of Convertible Notes.

The Company is required to reserve 91,118,000 shares of common stock under the convertible note agreements.

NOTE 8. RELATED PARTY TRANSACTIONS

During 2011, the Company entered into two notes payable for a total of $22,500. The Notes have an interest rate of 10%, are unsecured, and due March 15, 2012. On February 14, 2014, these ~~notes~~Notes plus accrued interest were converted into a new ~~note~~Note due on November 14, 2014 with an interest rate of 15% and premium interest of 20% beginning November 14, 2014. During the year ended December 31, 2014, $7,500 was repaid. The Company also converted $4,848 of interest to principal on the Notes. During 2014, the Company entered into two notes payable for a total of $5,000 with no interest, ~~which~~are ~~were~~unsecured, ~~repaid~~and ~~July~~due 3,on ~~2014~~demand. As of ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014, the total amount outstanding is $24,~~842 and $22,500 respectively~~848. Accrued interest totaled $24,~~360~~717 and $53,~~171~~475 as of ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014, respectively. The maturity date has been extended to August 31, 2015.

During the year ~~ending~~ended December 31, 2013, the Company incurred software development expenses totaling $9,800 from a company owned by an officer. As of ~~September~~March 3031, 2015 and December 31, 2014, the total amount owed to the related vendor is $42,500 and is recorded in accounts payable.

As of March 31, 2015 and December 31, 2014, commissions were owed to a company owned by the spouses of the officers. The commissions owed to this related party were $4,184 as of March 31, 2015 and December 31, 2014. The total commissions earned during 2014 were $2,821.

On February 10, 2015, the Company issued one share of Series A Preferred Stock to each member of its board of directors as incentive to continue to assist and provide services to the Company.Holders of the outstanding shares of Series A Preferred Stock shall be entitled to the number of votes equal to the total number of Company's common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company.

VIZCONNECT, INC. AND SUBSIDARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

NOTE 9. SUBSEQUENT EVENTS

OnDuring ~~October~~the 1period April through July, ~~2014~~2015, the Company entered into afourteen 12% convertible notes payable totaling $2574,~~000~~500. ~~Convertible~~These ~~Note~~notes ~~with~~can anbe ~~interest~~converted ~~rate~~following ofa 8%six ~~per~~month ~~year~~holding ~~for~~period ainto ~~term~~shares of ~~one~~Series ~~year~~B Preferred Stock.

On ~~October~~April 2122, ~~2014~~2015, the ~~Company~~board ~~entered~~of ~~into~~directors aof ~~$5,000~~the ~~Note~~Company ~~with~~authorized the filing of a ~~lump~~Certificate ~~sum~~of ~~interest~~Amendment ~~payment~~to ~~due~~Company's Articles of ~~$1,667,~~Incorporation isto ~~unsecured~~increase Company's authorized common stock to 5,000,000,000 ~~for~~and aauthorized ~~term~~preferred ofstock ~~six~~to ~~months~~50,000,000.

On ~~October~~May 2118, ~~2014~~2015, the ~~Company~~board ~~entered~~of ~~into~~directors of the Company authorized a ~~$15~~Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock, designating 10,000,000 ~~Note~~shares ~~with~~of a ~~lump~~new ~~sum~~series ~~interest~~of ~~payment~~preferred ~~due~~stock, ofpar value $50.00001 per share,~~000~~ as "Series C Preferred Stock." The Certificate of Designation was filed as an amendment to the Company's Articles of Incorporation with the State of Nevada on May 18, is2015. ~~unsecured~~Holder(s) of the Series B Preferred Stock shall be entitled, among others, conversion rights that may convert each share of Series B Preferred Stock into 500 shares of Company's common stock and voting rights equal to one vote for aeach ~~term~~share held for any election or matter before the shareholders of ~~six~~the Company. The conversion of the Series C Preferred Stock is subject to a lock-up period up to twelve (12) months.

On May 19, 2015, the Company entered into a $3,350 Convertible Note with an interest rate of 10% and is due on demand.

On May 20, 2015, the Company issued 3,000,000,000 shares of Common Stock to its board of directors converting $30,000 of Accrued Payroll.

On May 29, 2015, the board of directors of the Company authorized a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock, designating 10,000,000 shares of a new series of preferred stock, par value $0.00001 per share, as "Series B Preferred Stock." The Certificate of Designation was filed as an amendment to the Company's Articles of Incorporation with the State of Nevada on May 29, 2015. Holder(s) of the Series B Preferred Stock shall be entitled, among others, conversion rights that may convert each share of Series B Preferred Stock into the number of shares of Company's common stock equal to the price of the Series B Preferred Stock divided by the par value of the Series B Preferred Stock and voting rights equal to ten votes for each share held for any election or matter before the shareholders of the Company. The conversion of the Series C Preferred Stock is subject to a lock-up period up to twelve (12) months.

The Company obtained extensions in the Maturity Dates of notes payable totaling $44,848 until August 31, 2015.

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

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Overview

The Company was incorporated in the State of Nevada on October 15, 2010. WeVizConnect ~~have~~is ~~decided to no longer pursue the network marketing strategy as~~ a means of sales and software distribution, and accordingly, revenue has declined. It became clear after the second quarter of this year that the growth rate was not in line with our projections, and subsequently it was no longer a viable strategy for growth. We have now focused on a cloud-based, mobile video platform designed to help social celebrities, businesses and brands visually connect with and monetize online fans, followers and customers using mobile and online video. Our proprietary mobile video marketing platform (the “"Platform”") allows social celebrities and brands to come together in an elegant manner to leverage the power of social followings to create branded video messaging with integrated native advertising that is not invasive to the consumer. We also assist companies across a wide array of industries in utilizing mobile devices and technologies to create targeted branding and advertising campaigns. Our Platform also utilizes unique keyword-activated campaigns that engage mobile users with video and automated call-to-action prompts. This dynamic, cloud-based marketing tool has both large and small business applications, enterprise solutions for large companies, and white-label opportunities for marketing and communications firms.

On ~~February~~October 1329, 2013, (the ~~“Closing~~Company ~~Date”),~~formed ~~we entered into~~ a ~~Share~~majority ~~Exchange~~owned ~~Agreement~~subsidiary ~~(the “Exchange Agreement”) with (i) VizConnect LLC (“VizConnect”), (ii) all of the members of VizConnect (the “Members”) and (iv) our former principal shareholder pursuant~~ to ~~which~~conduct webusiness ~~acquired~~solely ~~all of the outstanding units of VizConnect~~ in ~~exchange for the issuance of 25,000,000 shares of our common stock to the Members (the “Share Exchange”)~~Canada. The ~~shares~~majority ~~issued~~owned tosubsidiary ~~the~~is ~~Members~~included in the ~~Share~~consolidated ~~Exchange~~financial ~~constituted~~statements ~~approximately 61.46%~~ of ~~our~~the ~~issued~~Company ~~and~~at ~~outstanding~~its ~~shares~~formation. ofThe ~~common~~non-controlling ~~stock~~interest asinvestors ofhave ~~and~~contributed ~~immediately~~$100,000 ~~after~~into the ~~consummation~~subsidiary, ofwhich ~~the~~represents ~~Share~~20% ~~Exchange~~ownership. The InCompany ~~connection~~owns ~~with~~ the ~~closing,~~remaining ~~40,000,000~~80% ~~shares~~ of ~~our common stock held by our former principal shareholder have been cancelled. As a result of~~ the ~~Share Exchange, VizConnect became our wholly owned~~ subsidiary.

~~The~~On ~~acquisition~~February is10, ~~being~~2015, ~~accounted~~the ~~for~~Company asissued aone ~~“reverse~~share ~~merger,”~~of ~~and~~Series ~~VizConnect~~A isPreferred ~~deemed~~Stock to beeach ~~the~~member ~~accounting~~of ~~acquirer~~its inboard ~~the~~of ~~reverse merger. Consequently~~directors, ~~the~~or ~~assets~~three ~~and~~(3) ~~liabilities~~shares ~~and~~in ~~the~~total, ~~historical~~as ~~operations~~incentive ~~that~~to ~~will~~continue beto ~~reflected~~assist inand ~~the~~provide ~~financial~~services ~~statements prior~~ to the ~~acquisition~~Company. ~~will~~Holder(s) beof ~~those~~outstanding shares of Series ~~VizConnect~~A Preferred ~~and~~Stock ~~will~~shall be ~~recorded~~entitled atto the ~~historical~~number ~~cost,~~of ~~and~~votes equal to the ~~consolidated~~total ~~financial~~number ~~statements~~of ~~after~~Company's ~~completion~~common stock outstanding as of the ~~acquisition~~record ~~will~~date ~~include~~for the ~~assets,~~determination ~~liabilities~~of ~~and~~stockholders ~~operation~~entitled ~~of the~~to ~~Company and~~vote ~~VizConnect~~at ~~from~~each ~~the~~meeting ~~closing~~of ~~date~~stockholders of the ~~acquisition.~~Company Asand aentitled ~~result~~to ofvote ~~the~~on ~~issuance~~all ofmatters ~~the~~submitted ~~shares~~or ofrequired ~~common~~to ~~stock~~be ~~pursuant~~submitted to ~~the Exchange Agreement,~~ a ~~change~~vote ~~in control~~ of ~~occurred~~the asstockholders ~~a result~~ of the ~~acquisition~~Company.

InOn ~~connection~~April ~~with~~22, 2015, the ~~closing~~Company offiled ~~the~~a ~~Exchange~~Certificate ~~Agreement,~~of ~~Mr.~~Amendment ~~Anthony~~to ~~Pasquale,~~ the ~~Company’s~~Articles ~~principal~~of ~~shareholder,~~Incorporation ~~agreed~~in tothe ~~cancel~~state ~~his~~of ~~10,000,000~~Nevada ~~pre-split~~to ~~(or~~increase ~~40,000,000~~the ~~post-split)~~authorized shares of ~~common~~Common ~~stock~~Stock ~~that he owned in the Company~~ and wePreferred ~~issued~~Stock 6to 5,~~250~~000,000,000 ~~pre-split~~and ~~(or 25~~50,000,000, ~~post-split) shares to members of VizConnect~~respectively. ~~Additionally,~~The ~~the~~Company ~~existing~~reduced ~~officers and directors from~~ the ~~Company~~par ~~resigned~~value ~~from~~per ~~its~~share ~~board~~ of ~~directors~~Common and ~~all~~Preferred ~~officer~~Stock ~~positions~~from ~~effective immediately after the closing of the reverse merger~~$0.001 ~~Accordingly,~~to ~~our Board of Directors appointed Mr~~$0.00001 ~~Paul~~per ~~Cooleen as our President and Treasurer, and Mr~~share. ~~Brian Dee as our Secretary.~~

18On May 20, 2015, the Company issued 3,000,000,000 shares of Common Stock to its board of directors converting $30,000 of Accrued Payroll.

The Company’s directors approved the Exchange Agreement and the transactions contemplated thereby. Simultaneously, the Members of VizConnect also approved the Exchange Agreement and the transactions contemplated thereby.18

AsResult ~~a result~~ of the Exchange Agreement, the Company ceased its prior business and acquired 100% of the mobile marketing operations of VizConnect, the business and operations of which now constitutes its primary business and operations. Specifically, as a result of the Exchange Agreement on February 13, 2013:Operations

	●	The Company acquired and now owns 100% of the issued and outstanding units of VizConnect LLC, a Massachusetts limited liability company and their mobile marketing business; and
	●	The Company issued 25,000,000 shares of common stock to the Members of VizConnect, constituting approximately 40.4% of the issued and outstanding common stock.

The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto included elsewhere in this Form 10-Q.

AsThree Months aEnded March ~~result of the Company’s reverse acquisition of VizConnect~~31, ~~the~~2015 ~~Company~~Compared ~~has assumed the business and operations of VizConnect~~ with ~~its~~Three ~~principal~~Months ~~activities~~Ended March ~~engaged~~31, ~~in the mobile marketing platform business.~~2014

~~We effected a 4-for-1 forward stock split, which became effective as of February 25, 2013.~~Revenue:

OnRevenue orfor ~~about April 13, 2013,~~ the ~~Company~~three-month ~~received~~period ~~written~~ending March ~~consents~~31, in2015 ~~lieu~~was of$0, acompared ~~meeting~~with of$64,223 for ~~Stockholders~~the ~~from~~three-month ~~stockholders~~period ~~holding~~ending March ~~50.86%~~31, of2014, ~~the~~reflecting ~~outstanding~~a ~~shares~~decrease of ~~the Company’s common stock~~ 100%. ~~This~~The ~~written~~decrease ~~consent~~in ~~authorized~~revenues ~~the~~was ~~Company~~attributable to ~~amend its Articles of Incorporation to change~~ the ~~name~~reduction ofin ~~the~~revenue ~~Company~~ from ~~“VB~~subscription ~~Clothing, Inc.” to “VizConnect, Inc.”~~ and todistributor ~~increase~~membership ~~the~~fees ~~number of authorized shares of common stock, par value $0.001, from 70,000,000 to 250,000,000. The Certificate of Amendment, referencing these amendments, was recorded~~ with the ~~State~~unwinding of ~~Nevada~~the onnetwork ~~May~~marketing ~~10, 2013~~model.

~~Three Months~~Operating ~~Ended September 30, 2014 Compared with Three Months Ended September 30, 2013~~Expenses:

~~Revenue:~~Operating expenses for the three-month period ending March 31, 2015 were $148,117 compared with $1,340,803 for the three-month period ending March 31, 2014, reflecting a decrease of 89%. The decrease in operating expenses was primarily attributable to a decrease in professional fees due to our need in 2014 for experts specializing in advertising, promotion, and creating brand awareness not utilized in the first quarter 2015 and the decrease in general and administrative expenses primarily attributable to the issuance of common stock to the board of directors for services in 2014. Additionally, the Company did not incur sales commissions and software service fees in the first quarter 2015 corresponding to the reduction in the network marketing revenues.

~~Revenues~~Loss ~~for~~from the three-month period ending September 30, 2014 were $32,623, compared with $140,856 for the three-month period ending September 30, 2013, reflecting a decrease of 77%. The decrease in revenues was primarily attributable to the reduction in subscription and distributor membership fee revenue with the unwinding of the network marketing model.Operations:

~~Operating~~We ~~Expenses:~~incurred losses from operations totaling $148,117 for the three-month period ending March 31, 2015, compared to losses from operations totaling $1,276,580 for the three-month period ending March 31, 2014, reflecting a decrease of 88%. The decrease in losses from operations was primarily attributable to a decrease in professional fees due to our need in 2014 for experts specializing in advertising, promotion, and creating brand awareness not utilized in the first quarter 2015 and the decrease in general and administrative expenses primarily attributable to the issuance of common stock to the board of directors for services in 2014. Additionally, the Company did not incur sales commissions and software service fees in the first quarter 2015 corresponding to the reduction in the network marketing revenues.

Operating expenses for the three-month period ending September 30, 2014 were $140,515 compared with $273,329 for the three-month period ending September 30, 2013, reflecting a decrease of 49%. The decrease in operating expenses was primarily attributable to a reduction in sales commissions and software service fees corresponding to the reduction in the network marketing revenues.19

~~Loss~~Other ~~from Operations~~Expense:

WeThe ~~incurred~~Company ~~losses~~had ~~from~~other ~~operations~~expenses ~~totaling~~for the three-month period ending March 31, 2015 in the amount of $~~107~~219,~~892~~ 877 compared to other expenses of $231,795 for the three-month period ending ~~September~~ 30March 31, 2014. This is comprised of a loss on the change in the market value of a derivative liability of $59,068 for the three-month period ending March 31, 2015, compared towith ~~losses~~a ~~from~~loss ~~operations~~of ~~totaling~~$75,102 for the three-month period ending March 31, 2014, reflecting a decrease of 21% and interest expense of $~~132~~160,~~473~~809, compared with $156,693 for the three-month period ending ~~September~~ 30March 31, ~~2013~~2014, reflecting an ~~decrease~~increase of 19 3%. The ~~decrease~~company inhas derivative losses ~~from~~in ~~operations~~the ~~was~~three-month ~~primarily~~periods ~~attributable~~ending toMarch 31, 2015 and March 31, 2014 associated with the ~~reduction~~fair inmarket ~~sales~~value ~~commissions~~on ~~and~~the ~~software~~company's ~~service~~financial ~~fees~~derivatives. The increase in interest expense is primarily associated with the ~~unwinding~~increased cost of borrowing associated with the ~~network~~company's ~~marketing~~debt ~~model~~and the payment of default interest and penalties.

19Net loss:

~~Other~~We ~~Expense:~~incurred a net loss of $368,043 attributable to common stockholders for the three-month period ending March 31, 2015, compared to a net loss of $1,508,375, for the three-month period ending March 31, 2014. The decrease in loss was primarily attributable to a decrease in professional fees due to our need in 2014 for experts specializing in advertising, promotion, and creating brand awareness not utilized in the first quarter 2015 and the decrease in general and administrative expenses primarily attributable to the issuance of common stock to the board of directors for services in 2014. Additionally, the Company did not incur sales commissions and software service fees in the first quarter 2015 corresponding to the reduction in the network marketing revenues.

~~The~~Plan ~~Company had other expenses for the three-month period ending September 30, 2014 in the amount~~ of $289,728 compared to other income of $549,270 for the three-month period ending September 30, 2013. This is comprised of a loss on the change in the market value of a derivative liability of $76,114, compared with a gain of $614,586 for the three-month period ending September 30, 2013, reflecting a decrease of 112% and interest expense of $213,614, compared with $65,316 of interest expense for the three-month period ending September 30, 2013, reflecting an increase of 227%. The company has derivative losses in the third quarter of 2014 associated with the fair market value on the company's financial derivatives. The increase in interest expense is primarily associated with the increased amount of borrowing by the Company.Operations

~~Net~~VizConnect ~~loss:~~is a cloud-based, mobile video platform designed to help social celebrities, businesses and brands visually connect with and monetize online fans, followers and customers using mobile and online video. Our proprietary mobile video marketing platform (the "Platform") allows social celebrities and brands to come together in an elegant manner to leverage the power of social followings to create branded video messaging with integrated native advertising that is not invasive to the consumer. We also assist companies across a wide array of industries in utilizing mobile devices and technologies to create targeted branding and advertising campaigns. Our Platform also utilizes unique keyword-activated campaigns that engage mobile users with video and automated call-to-action prompts. This dynamic, cloud-based marketing tool has both large and small business applications, enterprise solutions for large companies and white-label opportunities for marketing and communications firms.

We ~~incurred~~are adeveloping ~~net~~our ~~loss~~software ofcurrently ~~$397,400~~and ~~attributable~~intend to ~~common~~test ~~stockholders or 1218%~~the ofcustomer ~~revenues,~~market ~~for~~in the ~~three-month~~third ~~period~~quarter ~~ending September~~of ~~30,~~2015. ~~2014,~~With ~~compared~~the toplanned aexpansion ~~net~~into ~~income of $416,797 or 296% of revenues, for~~ the ~~three-month~~social ~~period~~media ~~ending September 30~~markets, ~~2013.~~management ~~The increase in loss~~ is ~~primarily~~optimistic ~~attributable to the loss on the change in the market value~~ of aexpanding ~~derivative~~growth ~~liability~~potential and ~~interest~~subsequent ~~expense~~revenue realization.

~~Nine Months Ended September 30, 2014 Compared with Nine Months Ended September 30, 2013~~20

~~Revenue:~~Liquidity and Capital Resources

Revenues for the nine-month period ending September 30, 2014 were $173,100, compared with $249,190 for the nine-month period ending September 30, 2013, reflecting a decrease of 31 %. The decrease in revenues was primarily attributable to the reduction in subscription and distributor membership fee revenue with the unwinding of the network marketing model.

	For the Three Months Ended March 31,
	2015			2014
Net Cash Used in Operating Activities	$	(10,582	)	$	(134,476	)
Net Cash From Investing Activities	$	-		$	-
Net Cash Provided by Financing Activities	$	-		$	176,250

~~Operating~~Net ~~Expenses:~~cash used in operations was $10,582 for the three months ended March 31, 2015 compared to $134,476 for the three months ended March 31, 2014. This increase was primarily attributable to a decrease in stock issued to individuals for services rendered.

~~Operating~~Net ~~expenses~~cash ~~for~~from ~~the~~investing ~~nine-month~~activities ~~period~~was ~~ending September 30, 2014 were~~ $~~1,990,702~~0 ~~compared with $573,556~~ for the ~~nine-month~~three ~~period~~months ~~ending September~~ended ~~30,~~March ~~2013~~31, ~~reflecting~~2015 ~~an increase of 247%. The increase in operating expenses was primarily attributable to an increase in professional fees of $731,280 due to our need for experts specializing in advertising, promotion,~~ and ~~creating brand awareness and the issuance of common stock to the board of directors for services of $790,500~~2014.

~~Loss~~Net ~~from~~cash ~~Operations:~~provided by financing activities for the three months ended March 31, 2015 was $0 compared to $176,250 for the three months ended March 31, 2014.

We have substantial capital resource requirements and have incurred significant losses ~~from~~since ~~operations~~inception. ~~totaling~~Our cash and cash equivalents is $111,~~817,602~~ and we have ~~for~~a ~~the~~working ~~nine-month~~capital ~~period~~deficit ~~ending September~~of 30$2,127,893 ~~2014~~as of March 31, ~~compared~~2015. toDespite ~~losses~~capital ~~from~~contributions ~~operations~~and ~~totaling~~both ~~$324,366~~related ~~for~~party ~~the~~and ~~nine-month~~third ~~period~~party ~~ending September~~loan 30commitments, ~~2013,~~we ~~reflecting~~may anexperience ~~increase~~cash offlow ~~460%~~shortages ~~The~~that ~~increase~~can inslow ~~losses~~our ~~from~~expected ~~operations~~growth. ~~was~~We have primarily ~~attributable~~financed toour anactivities ~~increase~~from inloans ~~professional~~from ~~fees~~related and third parties. A significant portion of ~~$731,280~~the funds raised from loans from related and ~~the~~third ~~issuance~~parties ofhave ~~common~~been ~~stock~~and will be used to ~~the~~cover ~~board~~working ofcapital ~~directors~~needs ~~for~~such ~~services~~as ofoffice ~~$790~~expenses,~~500~~ software development expenses and various professional fees.

~~Other~~Our ~~Expense:~~cash flow requirements during this period have been met by contributions of capital and debt financing. We anticipate that financing will be required until such time as we are able to generate adequate cash flow from operations to support both our cash needs for normal operations, and to support the cash needs for our investment into additional resources and assets to support our growth. Currently we cannot determine when either will occur and as such we will need to obtain financing to cover our costs for the foreseeable future. We continue to seek financing sources, such as those described herein below, as well as others, in order to continue funding normal operations. However, no assurance can be given that these sources of financing will continue to be available. If we are unable to generate profits, or unable to obtain additional funds for its working capital needs, we may have to curtail normal operations, or cease operations completely.

The Company had other expenses for the nine-month period ending September 30, 2014 in the amount of $964,932 compared to other income of $258,396 for the nine-month period ending September 30,2014. This is comprised of a loss on the change in the market value of a derivative liability of $234,274, compared with a gain of $343,609 for the nine-month period ending September 30, 2013, reflecting a decrease of 168% and interest expense of $730,658, compared with $85,213 of interest expense for the nine-month period ending September 30, 2013, reflecting an increase of 757%. The company has derivative losses in the nine-month period ending September 30, 2014 associated with the fair market value on the company's financial derivatives. The increase in interest expense is primarily associated with the increased cost of borrowing associated with the company’s convertible debt and the payment of penalties.21

20During the first three months ending March 31, 2015 and for the year ending December 31, 2014, the Company received $0 and $996,973 of notes payable, respectively, including convertible notes payable, with maturity terms ranging from one month to two years and interest rates from 8% to 15%. The Notes contain various conversion rates and prepayment penalties. For the three months ending March 31, 2015 and the year ending December 31, 2014, the Company has repaid $0 and $430,778 of principal, respectively, and all of the notes have been retired.

~~Net~~During ~~loss:~~the period April through July, 2015, the Company entered into fourteen 12% convertible notes payable totaling $74,500. These notes can be converted following a six month holding period into shares of Series B Preferred Stock.

WeOn ~~incurred~~May ~~a net loss of $2~~19,~~776,699 attributable~~ ~~to common stockholders or 1604% of revenues~~2015, ~~for~~ the ~~nine-month~~Company ~~period~~entered ~~ending September~~into ~~30, 2014, compared to~~ a ~~net loss of~~ $653,~~970 or~~350 ~~26%~~Convertible ofNote ~~revenues,~~with ~~for~~an ~~the~~interest ~~nine-month~~rate ~~period~~of ~~ending September~~10% ~~30,~~and ~~2013. The increase in loss~~ is ~~attributable~~due ~~to professional fees, the issuance of common stock to the board of directors, loss~~ on ~~the change in the market value of a derivative liability and interest expense~~demand.

~~Plan~~Critical ofAccounting ~~Operations~~Policies and Estimates

~~VizConnect~~Use is a cloud-based, mobile video platform designed to help social celebrities, businesses and brands visually connect with and monetize online fans, followers and customers using mobile and online video. Our proprietary mobile video marketing platform (the “Platform”) allows social celebrities and brands to come together in an elegant manner to leverage the power of social followings to create branded video messaging with integrated native advertising that is not invasive to the consumer. We also assist companies across a wide array of industries in utilizing mobile devices and technologies to create targeted branding and advertising campaigns. Our Platform also utilizes unique keyword-activated campaigns that engage mobile users with video and automated call-to-action prompts. This dynamic, cloud-based marketing tool has both large and small business applications, enterprise solutions for large companies and white-label opportunities for marketing and communications firms.Estimates

ByIn preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the ~~end~~reported amounts of ~~this~~assets ~~fiscal~~and ~~year~~liabilities ~~with~~and the ~~expansion~~disclosure ~~into~~of ~~the~~contingent ~~social~~assets ~~media~~and ~~markets,~~liabilities ~~management~~at isthe ~~optimistic~~date of ~~expanding~~the ~~growth~~financial ~~potential~~statements and ~~subsequent~~revenues ~~increases~~and inexpenses ~~revenue~~during the reported period. Actual results could differ from those estimates.

~~Critical~~Software ~~Accounting~~Development ~~Policies and Estimates~~Costs

~~Use~~We expense software development costs to be marketed to external users with a useful life of ~~Estimates~~less than one year, before technological feasibility of such products is reached. We have determined that technological feasibility is reached shortly before the release of those products and as a result, the development costs incurred after the establishment of technological feasibility and before the release of those products were not material, and accordingly, were expensed as incurred. Software development costs totaled $893 and $22,038 for the three months ended March 31, 2015 and 2014, respectively.

~~Software~~Revenue ~~Development Costs~~Recognition

WeThe ~~expense~~Company ~~software~~will ~~development~~recognize ~~costs~~revenue toon bearrangements ~~marketed~~in toaccordance ~~external users~~ with aFASB ~~useful~~ASC Topic ~~life~~605, of"Revenue ~~less~~Recognition". In ~~than~~all ~~one year~~cases, ~~before~~revenue ~~technological~~is ~~feasibility~~recognized ofonly ~~such~~when ~~products~~the price is ~~reached.~~fixed Weand ~~have~~determinable, ~~determined~~persuasive ~~that~~evidence ~~technological~~of ~~feasibility~~an arrangement exists, the service is ~~reached~~performed ~~shortly~~and ~~before~~collectability of the ~~release~~resulting ofreceivable ~~those~~is ~~products~~reasonably ~~and~~assured. asThe aCompany ~~result,~~recognizes ~~the~~revenue ~~development~~from ~~costs~~monthly ~~incurred~~subscriptions ~~after~~fees in the ~~establishment~~month ofin ~~technological~~which ~~feasibility~~services ~~and~~are ~~before~~used. ~~the~~Because ~~release~~a portion of ~~those~~the ~~products~~fees ~~were~~are ~~not~~earned ~~material,~~over ~~and~~a ~~accordingly~~month period, ~~were~~any ~~expensed~~fees collect in which the services are not provided are recorded as ~~incurred~~deferred revenue. ~~Software~~The ~~development~~Company ~~costs~~recognizes ~~totaled~~revenue ~~$48,380~~from ~~and~~set ~~$23,872~~up ~~for~~fees at the ~~nine~~time ~~months~~the ~~ended~~initial ~~September~~set ~~30,~~up ~~2014~~is complete and ~~2013,~~the ~~respectively~~fees are earned. ~~Software~~The ~~Development~~Company ~~costs~~recognizes ~~with~~revenue afrom ~~useful~~distributor ~~life~~membership offees ~~greater~~monthly ~~than~~over the one year ~~have~~membership ~~been~~period. ~~capitalized~~Any ~~totaling~~fees ~~$14,325~~collected in which the services are not provided are recorded as deferred revenue.

21Recent Accounting Pronouncements

~~Revenue~~In ~~Recognition~~April 2015, FASB issued Accounting Standards Update ("ASU") No. 2015-03, " Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" , is to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

~~The~~In ~~Company~~August ~~will~~2014, ~~recognize~~the ~~revenue~~FASB issued Accounting Standards Update ("ASU") No. 2014-15 on ~~arrangements~~"Presentation inof ~~accordance~~Financial ~~with~~Statements ~~FASB~~Going ~~ASC Topic~~Concern ~~605,~~(Subtopic ~~“Revenue~~205-40) ~~Recognition”. In~~- ~~all~~Disclosure ~~cases~~of Uncertainties about an Entity's Ability to Continue as a Going Concern" . Currently, ~~revenue~~there is ~~recognized~~no ~~only~~guidance ~~when~~in ~~the~~U.S. ~~price~~GAAP isabout ~~fixed~~management's ~~and~~responsibility ~~determinable,~~to ~~persuasive~~evaluate ~~evidence~~whether ofthere is substantial doubt about an ~~arrangement~~entity's ~~exists~~ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the ~~service~~amendments isare ~~performed~~intended ~~and~~to ~~collectability~~reduce ofdiversity in the ~~resulting~~timing ~~receivable~~and iscontent ~~reasonably~~of ~~assured~~footnote disclosures. The ~~Company~~amendments ~~recognizes~~require ~~revenue~~management ~~from~~to ~~monthly~~assess ~~subscriptions~~an ~~fees~~entity's inability ~~the~~to ~~month~~continue inas ~~which~~a ~~services~~going concern by incorporating and expanding upon certain principles that are ~~used~~currently in U.S. ~~Because~~auditing standards. Specifically, the amendments (1) provide a ~~portion~~definition of the ~~fees~~term ~~are~~substantial ~~earned~~doubt, ~~over~~(2) arequire ~~month~~an evaluation every reporting period including interim periods, ~~any~~(3) ~~fees~~provide ~~collect~~principles infor ~~which~~considering the ~~services~~mitigating ~~are~~effect ~~not~~of ~~provided~~management's ~~are~~plans, ~~recorded~~(4) require certain disclosures when substantial doubt is alleviated as ~~deferred~~a ~~revenue.~~result ~~The~~of ~~Company~~consideration ~~recognizes~~of ~~revenue~~management's ~~from~~plans, ~~set~~(5) uprequire ~~fees~~an atexpress ~~the~~statement ~~time~~and ~~the~~other ~~initial~~disclosures ~~set~~when upsubstantial doubt is ~~complete~~not alleviated, and (6) require an assessment for a period of one year after the ~~fees~~date that the financial statements are ~~earned~~issued (or available to be issued). The ~~Company~~amendments ~~recognizes~~in ~~revenue~~this ~~from~~Update ~~distributor~~are ~~membership~~effective ~~fees~~for ~~monthly~~public ~~over~~and ~~the~~non-public ~~one~~entities ~~year~~for ~~membership~~annual ~~period~~periods ending after December 15, 2016. ~~Any~~Early ~~fees~~adoption ~~collected~~is inpermitted. ~~which~~We are currently reviewing the ~~services~~provisions ~~are~~of ~~not~~this ~~provided~~ASU ~~are~~to ~~recorded~~determine asif ~~deferred~~there ~~revenue~~will be any impact on our results of operations, cash flows or financial condition.

~~Recent~~All ~~Accounting~~other ~~Pronouncements~~newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

Recent accounting pronouncements issued by the Financial Accounting Standards Board (FASB) (including its Emerging Issues Task Force), the AICPA, and the SEC, did not, or are not believed by management, to have a material impact on the Company’s present or future financial statements.23

~~Liquidity~~Going ~~and Capital Resources~~Concern

~~Our~~The ~~cash~~Company ~~and~~had ~~cash~~a ~~equivalents~~net isloss of $~~741~~368,043 ~~and~~attributable weto ~~have~~common stockholders for the three months ended March 31, 2015, a Stockholders' deficit of $4,662,275 and a working capital deficit of $12,~~592~~127,~~304,~~893 as of March ~~September 30~~31, ~~2014~~2015. ~~Despite~~This ~~capital~~raises ~~contributions~~substantial ~~and~~doubt ~~sales,~~about ~~and~~its ~~both~~ability ~~related~~to ~~party~~continue ~~and~~as ~~third~~a ~~party~~going ~~loan~~concern. ~~commitments,~~The weability ~~may~~of ~~experience~~the ~~cash~~Company ~~flow~~to ~~shortages~~continue ~~that~~as ~~can~~a ~~slow~~going ~~our~~concern ~~expected~~is ~~growth.~~dependent Weon ~~have~~the ~~primarily~~Company's ~~financed~~ability ~~our~~to ~~activities~~raise ~~from~~additional ~~loans~~capital ~~from~~through ~~related~~expanding ~~and~~their ~~third~~mobile ~~parties. A~~video ~~significant~~platform ~~portion~~designed ofto ~~the~~help ~~funds~~social ~~raised~~celebrities, ~~from~~businesses ~~loans~~and ~~from~~brands ~~related~~ and ~~third~~implement ~~parties~~its ~~have~~business ~~been~~plan. ~~and~~The ~~will~~financial bestatements ~~used~~do tonot ~~cover~~include ~~working~~any ~~capital~~adjustments ~~needs~~that ~~such~~might asbe ~~office~~necessary ~~expenses,~~if ~~software~~the ~~development~~Company ~~expenses~~is ~~and~~unable ~~various~~to ~~professional~~continue ~~fees~~as a going concern.

~~Our~~Management ~~cash~~believes ~~flow~~that ~~requirements~~actions ~~during~~presently ~~this~~being ~~period~~taken ~~have~~to ~~been~~obtain ~~met~~additional byfunding ~~contributions~~through ofimplementing ~~capital~~its ~~and~~strategic ~~debt financing~~plans, ~~plus~~marketing ~~receipts~~strategy ~~from~~and sales ofincentives ~~the Company’s services and from membership fees from the Company’s distributors. We anticipate that financing will be required until such time as we are able~~ to ~~generate~~expand ~~adequate cash flow from~~ operations towill ~~support~~provide ~~both~~the ~~our~~opportunity ~~cash needs~~ for ~~normal operations, and to support~~ the ~~cash~~Company ~~needs for our investment into additional resources and assets~~ to ~~support our growth. Currently we cannot determine when either will occur and as such we will need to obtain financing to cover our costs for the foreseeable future. We~~ continue ~~to seek financing sources, such~~ as ~~those~~a ~~described~~going ~~herein below, as well as others, in order to continue funding normal operations~~concern. However, no assurance can be given that these sources of financing will continue to be available. If we are unable to generate profits, or unable to obtain additional funds for its working capital needs, we may have to curtail normal operations, or cease operations completely.

22Off-balance Sheet Commitments and Arrangements

~~During~~We 2013, the Company received various unsecured convertible loans totaling $215,250 and converted loans payable in the amount of $310,000 to convertible notes payable of which $129,940 were converted to common stock. These notes have ~~interest~~no ~~rates~~off-balance ofsheet ~~8% and 12% per year and mature on February 6~~transactions, ~~2018 and March 1~~arrangements, ~~2018.~~obligations ~~During~~(including ~~2013,~~contingent ~~the Company repaid one convertible note payable in the amount of $42~~obligations),~~500.~~ ~~During~~or ~~the~~other ~~first~~relationships ~~quarter of 2014, the Company received $133,000 of convertible notes payable, one for $75,000~~ with aunconsolidated ~~discount~~entities ofor ~~$25,000~~other ~~for~~persons athat ~~term of three months~~have, ~~and~~or ~~one~~may ~~for $58~~have,~~000~~ ~~with an interest rate of 8% per year for~~ a ~~term~~material ofeffect ~~eight~~on ~~months.~~our ~~During~~financial ~~the first quarter of 2014~~condition, ~~the~~changes ~~Company~~in ~~repaid~~financial ~~loans of $42~~condition,~~500,~~ ~~$59,000 and~~revenues ~~$32,750~~or ~~less $9~~expenses,~~208~~ ofresults ~~discount. During the second quarter~~ of ~~2014~~operations, ~~the Company repaid a loan of $42~~liquidity,~~500.~~ ~~During~~capital ~~the~~expenditures ~~third~~or ~~quarter~~capital of 2014, the Company received $ 355,583 of convertible notes payable, one for $55,833 with an interest rate of 12% for a term of two years, one for $78,750 with an interest rate of 8% for a term of one year, one for $68,000 with an interest rate of 8% for a term of nine months, one for $53,000 with an interest rate of 8% for a term of nine months, and two $50,000 notes with interest rates of 12% for terms of six monthsresources. ~~During the third quarter of 2014, the Company repaid loans of $58,000 and $75,000.~~

During 2011, the Company entered into two notes payable for a total of $22,500. On February 14, 2014, these notes plus accrued interest were converted into a new note due on November 14, 2014 with an interest rate of 15%. During 2014, the Company entered into two notes payable for a total of $5,000 with no interest which were repaid July 3, 2014. As of September 30, 2014 and December 31, 2013, the total amount outstanding is $24,842 and $22,500 respectively.

During 2011, The Company entered into a note payable for $15,000. The Note has an interest rate of 2% monthly, is unsecured, and due on demand. As of September 30, 2014 and December 31, 2013, the total amount outstanding is $13,000.

In January and February, 2014, the Company entered into notes payable for $30,000. The Notes have an interest rate of 15% per year, are unsecured, and due in January and February, 2015.

In March, 2014, the Company entered into a note payable for $60,000. The Note has a lump sum interest payment due of $4,000, is unsecured, and the maturity date has been extended to December 31, 2014.

In March, 2014, the Company entered into a note payable for $100,000. The Note has an interest rate of 10% with a lump sum of $10,000 due upon repayment, is unsecured, and the maturity date has been extended to December 31, 2014. Full amount due and payable at September 30, 2014 totals $110,000.

On June 4, 2014, the Company entered into a note payable for $20,000. The Note has a lump sum interest payment due of $3,000, is unsecured, and was repaid July 22, 2014.

On July 2, 2014, the Company entered into a $50,000 Convertible Note with an interest rate of 0% if paid within three months, at which time the note will terminate, otherwise 12% for a term of two years.

On July 3, 2014, the Company entered into a $78,750 Convertible Note with an interest rate of 8% per year for a term of one year.

On July 17, 2014, the Company entered into two $50,000 Convertible Notes of which $50,000 was received with the second note funds received on August 25, 2014. The notes have an interest rate of 12% per year for a term of six months.

On July 17, 2014, the Company entered into a $68,000 Convertible Note with an interest rate of 8% per year for a term of nine months.

On July 17, 2014, the Company entered into a $75,000 Note with an interest rate of 15% with the maturity date extended to December 31, 2014.

On September 8, 2014, the Company entered into a $53,000 Convertible Note with an interest rate of 8% per year for a term of nine months.

On October 1, 2014, the Company entered into a $25,000 Convertible Note with an interest rate of 8% per year for a term of one year.

On October 21, 2014, the Company entered into a $5,000 Note with a lump sum interest payment due of $1,667, is unsecured, for a term of six months.

On October 21, 2014, the Company entered into a $15,000 Note with a lump sum interest payment due of $5,000, is unsecured, for a term of six months.

Going Concern

The Company had a net loss of $2,776,699 attributable to common stockholders for the nine months ended September 30, 2014, a Stockholders’ deficit of $1,642,766 and a working capital deficit of $1,592,304 as of September 30, 2014. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital through expanding their mobile video platform designed to help social celebrities, businesses and brands and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Off-balance Sheet Commitments and Arrangements

We have no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that have, or may have, a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a Smaller Reporting Company and are not required to provide the information under this item.

Item 4. Controls and Procedures.

Disclosure of controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’'s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by the SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following two material weaknesses which have caused management to conclude that as of September 30, 2014 our disclosure controls and procedures were not effective at the reasonable assurance level:

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the three-months ended ~~September~~March 3031, ~~2014~~2015. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Changes in internal controls over financial reporting.

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We are a Smaller Reporting Company and are not required to provide the information under this item.

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

OnDuring ~~July 2, 2014, we entered into a convertible note financing transaction for~~ the ~~principal~~period ~~amount~~April ofthrough ~~$55~~July,~~833.~~ ~~This note matures on June 25~~2015, ~~2016.~~the ItCompany ~~bears~~entered ~~interest~~into atfourteen 12% ~~per annum. The note is~~ convertible ~~into~~notes ~~common~~payable ~~stock~~totaling ~~at the lender’s option with a conversion rate equal to the lesser of: (a)~~ $074,500.~~10;~~ orThese ~~(b)~~notes ~~60%~~can ofbe ~~the~~converted ~~lowest~~following ~~trade price in the 25 trading days previous to the conversion. Based on our current stock price of $0.018 per share, this note could convert at~~ a ~~conversion~~six ~~price~~month ofholding ~~$0.0108~~period ~~per~~into ~~share~~shares ~~which would result in an additional issuance~~ of ~~5,169,722~~Series ~~shares~~B ofPreferred ~~common stock~~Stock.

OnIn ~~July 3, 2014, we entered into a convertible note financing transaction for~~ the ~~principal~~first ~~amount~~quarter of ~~$78~~2015,~~750.~~ ~~This~~the ~~note~~Company ~~matures~~issued ~~on July 3~~144,416,526 ~~2015.~~shares Itof ~~bears interest at 8% per annum. The note is convertible into~~ common stock atpursuant ~~the~~to ~~lender’s option with a conversion price set at 58% of~~ the ~~lowest trading price for 20 prior trading days upon notice of~~ conversion. ~~Based on our current stock price~~ of $~~0.018 per share~~110,308 ~~this~~Convertible ~~note~~Notes ~~could~~and ~~convert at a conversion price of $0~~interest.~~0104 per share which would result in an additional issuance of 7,572,115 shares of common stock.~~

On ~~July~~February 1710, ~~2014~~2015, ~~we entered into a convertible note financing transaction for~~ the ~~principal~~Company ~~amount~~issued ofone ~~$50,000.~~share ~~This note matures on January 17, 2015. It bears interest at 12% per annum. The note is convertible into common stock at the lender’s option with a conversion rate equal to the lower~~ of: ~~(a)~~Series aA ~~50%~~Preferred ~~discount~~Stock to ~~the~~each ~~average~~member of ~~the~~its ~~three~~board ~~lowest daily trading prices for the previous 20 trading days to the date~~ of ~~conversion;~~directors, or three (b3) ashares ~~50%~~in ~~discount~~total, toas ~~the~~incentive ~~average~~to ofcontinue ~~the~~to ~~three~~assist ~~lowest~~and ~~daily~~provide ~~trading~~services ~~prices~~to ~~for~~ the ~~previous 20 trading days before the date that the notice was executed~~Company. Based on our current stock price of $0.018 per share, this note could convert at a conversion price of $0.009 per share which would result in an additional issuance of 5,555,556 shares of common stock.

On ~~July~~February 1726, ~~2014~~2015, ~~we entered into a convertible note financing transaction for~~ the ~~principal~~Company ~~amount~~issued ~~of $68~~1,500,000. ~~This~~shares ~~note matures on April 21, 2015. It bears interest at 8% per annum. The note is convertible into common stock at the lender’s option with a conversion price~~ of ~~58%~~Common ofStock ~~the lowest three trading prices during the 10 trading day period prior~~ to ~~conversion. Based on our current stock price of $0.018 per share, this note could convert at a conversion price of $0.0104 per share which would result in~~ an ~~additional issuance of 6,538,462 shares of common stock~~employee.

On May 19, 2015, we entered into a convertible note financing transaction for the principal amount of $3,350. This note matures on demand. It bears interest at 10% per annum. The note is convertible into common stock at the lender's option with a conversion rate equal to $0.00005 per share which would result in an additional issuance of 67,000,000 shares of common stock.

The Shares were issued in reliance on exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended (the " Act "). These transactions qualified for exemption from registration because among other things, the transactions did not involve a public offering, each investor was an accredited investor and/or qualified institutional buyer, each investor had access to information about the Company and their investment, each investor took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

On August 25, 2014, we entered into a convertible note financing transaction for the principal amount of $50,000. This note matures on February 25, 2015. It bears interest at 12% per annum. The note is convertible into common stock at the lender’s option with a conversion rate equal to the lower of: (a) a 50% discount to the average of the three lowest daily trading prices for the previous 20 trading days to the date of conversion; or (b) a 50% discount to the average of the three lowest daily trading prices for the previous 20 trading days before the date that the notice was executed. Based on our current stock price of $0.018 per share, this note could convert at a conversion price of $0.009 per share which would result in an additional issuance of 5,555,556 shares of common stock.

On September 8, 2014, we entered into a convertible note financing transaction for the principal amount of $53,000. This note matures on June 10, 2015. It bears interest at 8% per annum. The note is convertible into common stock at the lender’s option with a conversion price of 58% of the lowest three trading prices during the 10 trading day period prior to conversion. Based on our current stock price of $0.018 per share, this note could convert at a conversion price of $0.0104 per share which would result in an additional issuance of 5,096,154 shares of common stock.

On October 1, 2014, we entered into a convertible note financing transaction for the principal amount of $25,000. This note matures on September 25, 2015. It bears interest at 8% per annum. The note is convertible into common stock at the lender’s option at any time after 180 days to convert at a conversion price of 55% of the lowest closing bid price for the 15 prior trading day period prior to conversion. Based on our current stock price of $0.018 per share, this note could convert at a conversion price of $0.0099 per share which would result in an additional issuance of 2,525,253 shares of common stock.

Item 3. Defaults Upon Senior Securities.

~~None~~Notes totaling $238,973 were in default as of March 31, 2015.

Notes totaling $95,000 were in default as of May 31, 2015.

Convertible Notes of $23,403 due January 17, 2015, $8,845 due April 21, 2015, $50,000 due February 25, 2015, and $53,000 due June 10, 2015 are in default.

Item 4. Mine Safety Disclosures.

Not applicable

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number		Exhibit Title
31.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
3.1		Amendment to Articles of Incorporation , dated May 11, 2015
4.1		Certificate of Designation of Series A Preferred Stock, dated June 16, 2015 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 13, 2015)
4.2		Certificate of Designation of Series B Preferred Stock, dated May 29, 2015
4.3		Certificate of Designation of Series C Preferred Stock, dated May 18, 2015
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Schema
101.CAL		XBRL Taxonomy Calculation Linkbase
101.DEF		XBRL Taxonomy Definition Linkbase
101.LAB		XBRL Taxonomy Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Schema
101.CAL		XBRL Taxonomy Calculation Linkbase
101.DEF		XBRL Taxonomy Definition Linkbase
101.LAB		XBRL Taxonomy Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

_________________

__________________

* Filed herewith.

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

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.

	VizConnect, Inc.
Dated: November 14, 2014	By:	/s/ Paul Cooleen
Dated: August 4, 2015	By:	/s/ Paul Cooleen
		Paul Cooleen
		President, Chief Executive Officer, and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)
		President, Chief Executive Officerand Chief Financial Officer (Principal Executive Officer andPrincipal Financial and Accounting Officer)

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