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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report under Section 13 or 15(d) of the Securities ~~ExchangeAct~~Exchange Act of 1934

For the quarterly period ended ~~March~~June 3130, 2015

¨ Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______________ to ______________

Commission File Number: 333-1416686

VERDE SCIENCE, INC.

(Exact name of Registrant as specified in its charter)

Nevada		20-8387017
(State or other jurisdiction of incorporation or organization)		(I.R.S.Employer Identification No.)
400 S. Zang Blvd. Suite 812Dallas, Texas 75208, USA		Telephone: 888-224-6039
400 S. Zang Blvd. Suite 812 Dallas, Texas 75208, USA		Telephone: 888-224-6039
(Address of principal executive offices)		(Registrant's telephone number, including area code)

__________________________________________________________

Former Name, Address and Fiscal Year, If Changed Since Last Report

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ¨

We had a total of 23,~~067~~867,679 shares of common stock issued and outstanding at ~~May~~September 229, 2015. ~~Indicate~~ by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

Transitional Small Business Disclosure Format: Yes ¨ No x

PART I - FINANCIAL INFORMATION

~~ITEM~~Item 1. ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements

The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period and the ~~three~~six months ended ~~March~~June 3130, 2015 are not necessarily indicative of the results that may be expected for the full fiscal year.

VERDE SCIENCE, INC. ~~INTERIM BALANCE SHEETS~~

	March 31,2015			December 31,2014
	(unaudited)
ASSETS
Cash	$	94		$	128
Total Assets	$	94		$	128
LIABILITIES
Current Liabilities
Accounts payable current operations	$	306,207		$	304,939
Related party accounts payable		281,597			230,701
Related party notes payable		38,829			32,213
Related party convertible notes payable		785			226,785
Total Current Liabilities		627,418			794,638
Total Liabilities		627,418			794,638
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock, authorized 100,000,000 shares $0.001 par value, (23,067,679 and 467,679 (issued and outstanding as of March 31, 2015 and December 31, 2014, respectively)		23,068			467
Additional Paid in Capital		6,422,834			6,218,103
Accumulated comprehensive income		2,803			2,803
Deficit		(7,076,029	)		(7,015,883	)
Total Stockholders' Equity (Deficit)		(627,324	)		(794,510	)
Total Liabilities and Stockholders' Equity (Deficit)	$	94		$	128

INTERIM BALANCE SHEETS

The Accompanying notes are integral part of these financial statements.

	June 30, 2015 $			December 31, 2014 $
	(unaudited)
ASSETS
Cash	$	8,990		$	128
Prepaid		9,167			–

Total Assets		18,157			128

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities
Accounts payable and accrued liabilities	$	334,879		$	304,939
Due to related party – accounts payable, net		153,749			230,701
Due to related party – notes payable		38,829			32,213
Due to related party – convertible notes payable		785			226,785
Convertible notes payable, net of discount of $173,452 and $0		15,298			–
Derivative liabilities		410,203			–

Total Current Liabilities		953,743			794,638

Convertible notes payable, net of discount of $88,303 and $0		4,697			–

Total Liabilities		958,440			794,638

Nature of Operations and Continuance of Business (Note 1)

STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, 100,000,000 shares authorized, $0.001 par value; 23,867,679 and 467,679 issued and outstanding as of June 30, 2015 and December 31, 2014, respectively		23,868			467
Additional paid-in capital		6,463,486			6,218,103
Accumulated comprehensive income		2,803			2,803
Deficit		(7,430,440	)		(7,015,883	)

Total Stockholders’ Equity		(940,283	)		(794,510	)

Total Liabilities and Stockholders’ Equity	$	18,157		$	128

3(The accompanying notes are an integral part of these financial statements)

~~VERDE SCIENCE, INC. STATEMENTS OF OPERATIONS (unaudited)~~3

	Three Months Ended March 31,
	2015			2014
					-
REVENUES
Total Revenues	$	-		$	-
EXPENSES
Accounting and Professional Fees		7,500			22,017
Consulting Fees		-			436,786
Office and Administration		50,677			5,729
Total Expenses		58,177			464,532
NET INCOME (LOSS) FROM OPERATIONS		(58,177	)		(464,532	)
Other Income and Expenses
Net Interest Income (Expense)		(1,969	)		(8,469	)
Total Other Income and Expenses		(1,969	)		(8,469	)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS		(60,146	)		(473,001	)
Gain (Loss) on Discontinued Operations		-			(465,000	)
NET INCOME (LOSS)		(60,146	)		(938,001	)
Total Comprehensive income (loss)	$	(60,146	)	$	(938,001	)
Basic and diluted loss per share from discontinued operations	$	-		$	(1.23	)
Basic and diluted loss per share from continuing operations	$	(0.00	)	$	(1.25	)
Weighted average # of shares outstanding		17,916,527			378,888

VERDE SCIENCE, INC.

~~The~~STATEMENTS ~~Accompanying~~OF ~~notes are integral part of these financial statements.~~OPERATIONS

4(unaudited)

VERDE SCIENCE, INC. STATEMENTS OF CASH FLOW (unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014

REVENUE
Total Revenue	$	–		$	–		$	–		$	–

OPERATING EXPENSES
Accounting and Professional Fees		13,683			14,248			21,183			36,263
Consulting Fees		163,270			1,184,617			213,529			1,621,404
Office and Administration		16,005			10,397			16,423			16,126
Foreign exchange (gain) loss		(45,172	)		–			(45,172	)		–

Total Operating Expenses		147,786			1,209,260			205,963			1,673,793

NET LOSS FROM OPERATIONS		(147,786	)		(1,209,260	)		(205,963	)		(1,673,793	)

Other Income (Expense)
Net interest expense		(23,171	)		(9,059	)		(25,140	)		(17,529	)
Loss on changes in fair value of derivative liability		(183,454	)		–			(183,454	)		–

Total Other Income (Expense)		(206,625	)		(9,059	)		(208,594	)		(17,529	)

NET LOSS FROM CONTINUING OPERATIONS		(354,411	)		(1,218,321	)		(414,557	)		(1,691,322	)

Discontinued Operations (Note 3)

Loss from discontinued operations		–			–			–			(465,000	)

Net Loss on Discontinued Operations		–			–			–			(465,000	)

Net Loss and Comprehensive Loss		(354,411	)		(1,218,321	)		(414,557	)		(2,156,322	)

Net Loss Per Share – Basic and Diluted		(0.02	)		(3.10	)		(0.02	)		(5.66	)

Weighted Average Shares Outstanding		23,480,825			393,424			17,531,726			380,935

	Three Months Ended March 31,
	2015			2014
OPERATING ACTIVITIES
Net income (loss) for the period	$	(60,146	)	$	(938,001	)
Adjustment for non-cash expenses
Option expense		-			373,740
Imputed interest related party		1,332			8,469
Change in:
Accounts payable – related party		50,896			61,137
Accounts payable		1,268			21,107
Cash used in operating activities		(6,650	)		(473,548	)
INVESTING ACTIVITIES
Cash used in Investing Activities		-			-
FINANCING ACTIVITIES
Capital stock issued for cash		-			468,200
Loan payable – related party		6,616			6,595
Principal payments on related party debt		-			(1,357	)
Cash from Financing Activities		6,616			473,438
INCREASE (DECREASE) IN CASH FOR PERIOD		(34	)		(110	)
Cash, beginning of period		128			203
Cash, end of period	$	94		$	93
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-
NON-CASH ACTIVITIES
Cashless exercise of stock options	$	-		$	3,500
Conversion of debt	$	226,000		$	-

(The accompanying notes are an integral part of these financial statements)

~~The Accompanying notes are integral part of these financial statements.~~4

5VERDE SCIENCE, INC.

~~VERDE~~STATEMENTS ~~SCIENCE,~~OF ~~INC.~~CASH FLOW

~~NOTES TO THE INTERIM FINANCIAL STATEMENTSMarch 31, 2015~~(~~Stated in US Dollars~~unaudited)~~(Unaudited)~~

NOTE 1. NATURE OF OPERATIONS

	Six Months Ended June 30,
	2015			2014

OPERATING ACTIVITIES
Net loss for the period	$	(414,557	)	$	(2,156,322	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		19,995			–
Changes in fair value of derivatives		183,453			–
Payment of services with shares		–			391,801
Option expense		–			1,101,575
Imputed interest – related party		2,783			17,174
Changes in operating assets and liabilities:
Accounts payable – related party		(63,773	)		61,146
Accounts payable		29,940			103,776
Prepaid expenses		(9,167	)		–

Net Cash Used in Operating Activities		(251,326	)		(480,850	)

FINANCING ACTIVITIES
Capital stock issued		40,000			468,200
Proceeds from related party loans		6,616			13,804
Repayment of related party loans		(13,178	)		(1,357	)
Net proceeds from issuance of convertible debt		226,750			–

Net Cash Provided by Financing Activities		260,188			480,647

INCREASE (DECREASE) IN CASH		8,862			(203	)

Cash, Beginning of Period		128			203

Cash, End of Period		8,990			–

Supplemental Disclosures
Interest paid		–			–
Income taxes paid		–			–
Non-Cash Investing and Financing Activities

Cashless exercise of stock options		–			12,600
Conversion of debt		226,000			–
Debt discount due to derivatives		226,750			–

~~DESCRIPTION OF BUSINESS AND HISTORY – Verde Science, Inc.~~ (~~hereinafter referred to as the "Company") was incorporated on January 31, 2007 by filing Articles of Incorporation with the Nevada Secretary of State.~~ The ~~Company~~accompanying ~~was~~notes ~~formed~~are toan ~~engage~~integral inpart ~~the exploration~~ of ~~resource~~these ~~properties.~~financial On January 31, 2012, the Company changed its name from Avro Energy, Inc. to Rango Energy, Inc. On April 2, 2014, the Company announced that it was entering into the pharmaceutical industry focusing on the use of derivatives of cannabis to develop specific drugs. On May 7, 2014, the Company changed its name from Rango Energy, Inc. to Verde Science, Inc.statements)

On December 16, 2013, the Company entered into a Participation Agreement with Innex California Inc. and General Crude Oil Company (together referred to as “Innex JV”) for the following projects (1) The Kettleman Dome Project (“KDEP”); (2) the Kettlemen Middle Dome McAdams (“KMDM”), (3) East Elk Hills (“EEH”), (4) South Tapo Canyon (“STC”); (5) Eel River; (6) the Oklahoma (“OK”), (7) the Kettledome Middledome Shallow (“KMDS” and (8) the West Side Joint Venture (“USJV”). Under the terms of this Innex JV, the Company has the right to earn a 50% working interest in each well in which the Company funds. In order to maintain Innex JV, the Company must fund one well in each of the aforementioned projects or risk losing the right to fund. The Company must also fund Innex JV general and administrative costs of $40,000 per month.

~~The~~VERDE ~~first quarter of 2014 budget was approximately $5.77 million. The budget was delivered to the Company on March 1~~SCIENCE, ~~2014~~INC. Under the terms of the Innex JV, the Company was to fund the Innex JV by March 15, 2014. On April 1, the Company announced that it is divesting itself of the Innex JV. On April 2, 2014, the Company announced that it was changing its business and have developed a business plan which involves the development of pharmaceutical drugs utilizing cannabis resin.

~~GOING~~NOTES ~~CONCERN~~TO -THE ~~The~~INTERIM ~~accompanying~~FINANCIAL financial statements have been prepared assuming that the Company will continue as a going concern. The Company suffered reoccurring net losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.STATEMENTS

AsJune ~~shown in the accompanying financial statements~~30, ~~the Company has incurred an accumulated deficit of $7,076,029 as of March 31,~~ 2015 ~~and~~(Stated ~~has generated revenues of $744,939 over the same period~~ in ~~discontinued~~US ~~operations.~~Dollars) The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.(Unaudited)

6NOTE 1. NATURE OF OPERATIONS

~~NOTE~~DESCRIPTION OF BUSINESS – Verde Science, Inc. (hereinafter referred to as the "Company") was incorporated on January 31, 2007 by filing Articles of Incorporation with the Nevada Secretary of State. The Company was formed to engage in the exploration of resource properties. On January 31, 2012, the Company changed its name from Avro Energy, Inc. to Rango Energy, Inc. On April 2, 2014, the Company announced that it was changing its business and was entering into the pharmaceutical industry focusing on the use of derivatives of cannabis to develop specific drugs. ~~SUMMARY~~On OFMay ~~SIGNIFICANT~~7, ~~ACCOUNTING~~2014, ~~POLICIES~~the Company changed its name from Rango Energy, Inc. to Verde Science, Inc.

~~RESOURCE~~GOING ~~PROPERTIES~~CONCERN – The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company suffered reoccurring net losses from operations and has ~~followed~~a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments relating to the ~~successful~~recoverability ~~efforts~~and ~~method~~classification of ~~accounting~~asset ~~for~~carrying ~~its~~amounts ~~oil~~or the amount and ~~gas~~classification ~~properties~~of liabilities that may result should the Company be unable to continue as a going concern.

~~Unproved~~As ~~oil~~shown ~~and~~in ~~gas~~the ~~properties~~accompanying ~~are~~financial ~~periodically~~statements, ~~assessed~~the ~~and~~Company ~~any~~has ~~impairment~~incurred inan ~~value~~accumulated isdeficit ~~charged~~of to$7,430,440 ~~exploration~~as ~~expense~~of June 30, 2015. The ~~costs~~future of ~~unproved~~the ~~properties,~~Company ~~which~~is ~~are~~dependent ~~determined~~upon toits beability ~~productive~~to ~~are~~obtain ~~transferred~~financing toand ~~proved~~upon ~~resource~~future ~~properties~~profitable ~~and~~operations ~~amortized~~from onthe andevelopment ~~equivalent unit-~~of~~-production~~ ~~basis~~acquisitions. ~~Exploratory~~Management ~~expenses,~~has ~~including~~plans ~~geological~~to ~~and~~seek ~~geophysical~~additional ~~expenses~~capital through a private placement and ~~delay~~public ~~rentals~~offering ~~for~~of ~~unevaluated~~its ~~resource~~common ~~properties,~~stock. ~~are~~The ~~charged~~financial statements do not include any adjustments relating to ~~expense~~the asrecoverability ~~incurred.~~and ~~Exploratory~~classification ~~drilling~~of ~~costs~~recorded ~~are~~assets, ~~charged~~or asthe ~~expenses~~amounts ~~until~~of itand isclassification ~~determined~~of liabilities that might be necessary in the ~~company~~event ~~has~~the ~~proven~~Company ~~oil~~cannot ~~and~~continue ~~gas~~in ~~reserves~~existence.

~~BASIS~~NOTE ~~OF PRESENTATION - These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U~~2.S. ~~dollars.~~SUMMARY ~~The~~OF ~~Company’s~~SIGNIFICANT ~~fiscal~~ACCOUNTING ~~year-end is December 31.~~ POLICIES

~~USE~~BASIS OF ~~ESTIMATES~~PRESENTATION – These -financial ~~The~~statements ~~preparation~~and ofrelated ~~financial~~notes ~~statements~~are presented in accordance with ~~U.S. generally accepted~~ accounting principles ~~requires~~generally ~~management~~accepted ~~to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses~~ in the ~~reporting~~United ~~period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets~~States, ~~stock-based compensation~~ and ~~deferred~~are ~~income~~expressed ~~tax~~in ~~asset valuation allowances~~U.S. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sourcesdollars. The ~~actual~~Company’s ~~results~~fiscal ~~experienced~~year byend usis ~~may~~December ~~differ materially and adversely from our estimates~~31. ~~To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.~~

~~CASH~~USE ~~AND~~OF ~~CASH~~ESTIMATES – The ~~EQUIVALENTS~~preparation -of ~~The~~financial ~~Company~~statements ~~considers~~in ~~all~~accordance ~~highly~~with ~~liquid~~U.S. ~~instruments~~generally ~~with~~accepted ~~original~~accounting ~~maturities~~principles requires management to make estimates and assumptions that affect the reported amounts of ~~three~~assets ~~months~~and orliabilities ~~less~~at ~~when~~the ~~acquired,~~date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to bethe ~~cash~~useful ~~equivalents~~life and recoverability of long lived assets, stock based compensation and deferred income tax asset valuation allowances. We ~~had~~base noour ~~cash~~estimates ~~equivalents~~and atassumptions ~~March~~on 31current facts, ~~2015~~historical orexperience ~~December~~and 31various other factors that we believe to be reasonable under the circumstances, ~~2014~~the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, ~~respectively~~our future results of operations will be affected.

~~INCOME~~CASH ~~TAXES~~AND -CASH ~~Potential~~EQUIVALENTS ~~benefits of income tax losses are not recognized in the accounts until realization is more likely than not.~~ – The Company ~~has~~considers ~~adopted~~all ~~ASC~~highly ~~740,~~liquid ~~Income~~instruments ~~Taxes,~~with asoriginal maturities of ~~its~~three ~~inception.~~months ~~Pursuant~~or toless ~~ASC~~when ~~740~~acquired, ~~the Company is required~~ to ~~compute~~be ~~tax~~cash ~~asset benefits for net operating losses carried forward~~equivalents. ~~The~~We ~~potential~~had ~~benefits~~no ofcash ~~net~~equivalents ~~operating~~at ~~losses~~June ~~have~~30, ~~not~~2015 ~~been~~or ~~recognized~~December in31, ~~these~~2014, ~~financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years~~respectively.

COMPREHENSIVE LOSS - ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of March 31, 2015 and December 31, 2014, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.6

~~STOCK~~INCOME ~~BASED~~TAXES – Potential ~~COMPENSATION~~benefits -of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC ~~718~~740, ~~Stock-based~~Income ~~compensation~~Taxes, ~~establishes~~as ~~standards~~of ~~for~~its inception. Pursuant to ASC 740, the ~~reporting~~Company ~~and~~is ~~display~~required to compute tax asset benefits for net operating losses carried forward. The potential benefits of ~~stock~~net ~~based~~operating ~~compensation~~losses have not been recognized in ~~the~~these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

COMPREHENSIVE LOSS ~~PER COMMON SHARE - The Company computes net loss per share in accordance with~~ ASC ~~260~~220, ~~Earnings~~Comprehensive ~~Per Share~~Income,~~which~~ ~~requires~~establishes ~~presentation~~standards offor ~~both~~the ~~basic~~reporting and ~~diluted~~display ~~earnings per share (EPS) on the face~~ of ~~the~~comprehensive ~~income statement. Basic EPS is computed by dividing net~~ loss ~~available~~and toits ~~common~~components ~~shareholders~~in ~~(numerator) by~~ the ~~weighted~~financial ~~average~~statements. ~~number~~As of ~~shares~~June ~~outstanding~~30, ~~(denominator)~~2015 ~~during~~and ~~the~~December ~~period.~~31, ~~Diluted~~2014, ~~EPS~~the ~~gives~~Company ~~effect~~has tono ~~all~~items ~~dilutive~~that ~~potential~~represent ~~common~~comprehensive ~~shares~~loss ~~outstanding during the period using the treasury stock method~~ and, ~~convertible preferred stock using the if-converted method. In computing Diluted EPS~~therefore, ~~the~~has ~~average~~not ~~stock~~included ~~price~~a ~~for~~schedule ~~the~~of ~~period~~comprehensive isloss ~~used~~ in ~~determining~~ the ~~number~~financial ~~of shares assumed to be purchased from the exercise of stock options or warrants~~statements. ~~Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.~~

7STOCK BASED COMPENSATION ASC 718, Stock-based compensation, establishes standards for the reporting and display of stock based compensation in the financial statements.

~~FAIR~~LOSS ~~VALUE~~PER OFCOMMON ~~FINANCIAL~~SHARE ~~INSTRUMENTS~~– -The ~~ASC~~Company ~~820,~~computes ~~“Fair~~net ~~Value~~loss ~~Measurements”~~per ~~and~~share in accordance with ASC ~~825~~260, ~~Financial~~Earnings ~~Instruments~~Per Share, which requires anpresentation ~~entity~~of toboth ~~maximize~~basic ~~the~~and ~~use~~diluted ofearnings ~~observable~~per ~~inputs~~share ~~and~~(EPS) ~~minimize~~on the ~~use~~face of ~~unobservable~~the ~~inputs~~income ~~when~~statement. ~~measuring~~Basic ~~fair~~EPS ~~value.~~is Itcomputed ~~establishes~~by adividing ~~fair~~net ~~value~~loss ~~hierarchy~~available ~~based~~to oncommon shareholders (numerator) by the ~~level~~weighted average number of ~~independent,~~shares ~~objective~~outstanding ~~evidence~~(denominator) ~~surrounding~~during the ~~inputs~~period. ~~used~~Diluted EPS gives effect to ~~measure~~all ~~fair~~dilutive ~~value.~~potential Acommon ~~financial~~shares ~~instrument’s~~outstanding ~~categorization~~during ~~within~~the period using the ~~fair~~treasury ~~value~~stock ~~hierarchy~~method isand ~~based~~convertible ~~upon~~preferred stock using the ~~lowest~~if ~~level~~converted ofmethod. ~~input~~In ~~that~~computing Diluted EPS, the average stock price for the period is ~~significant~~used toin determining the ~~fair~~number ~~value~~of ~~measurement.~~shares Itassumed ~~prioritizes~~to be purchased from the ~~inputs~~exercise ~~into~~of ~~three~~stock ~~levels~~options ~~that~~or ~~may~~warrants. beDiluted ~~used~~EPS toexcludes ~~measure~~all ~~fair~~dilutive ~~value:~~potential shares if their effect is antidilutive.

~~Level~~FAIR 1VALUE OF FINANCIAL INSTRUMENTS ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

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

Level 21 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

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

Level 32 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

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

~~The~~Level ~~following~~3 ~~schedule~~applies ~~summarizes~~to ~~the~~assets ~~valuation~~or ofliabilities ~~financial~~for ~~instruments~~which atthere ~~fair~~are ~~value~~unobservable oninputs ato ~~recurring~~the ~~basis~~valuation inmethodology ~~the~~that ~~balance~~are ~~sheets~~significant asto the measurement of ~~March~~the ~~31,~~fair ~~2015~~value ~~and~~of ~~December~~the ~~31,~~assets ~~2014:~~or liabilities.

Fair Value Measurement at March 31, 2015

Level 1

Level 2

Level 3

Liabilities

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of June 30, 2015 and December 31, 2014:

	Fair Value Measurement at December 31, 2014
	Level 1		Level 2		Level 3
Liabilities
Derivative Liability
	$	-	$	-	$	-
June 30, 2015	$	–	$	–	$	410,203
	$	-	$	-	$	-
December 31, 2014	$	–	$	–	$	–

There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the ~~three~~six months ended ~~March~~June 3130, 2015 and the year ended December 31, 2014.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In June 2014, the FASB issued an accounting standard which provides new guidance that requires share-based compensation to meet a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant- date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU ~~2014-12~~201412 is not expected to have a material impact on our financial position or results of operations.

In ~~June~~August 2014, the FASB issued ~~guidance~~an toaccounting ~~improve~~standard ~~financial~~that ~~reporting~~requires bymanagement ~~reducing~~to ~~the~~assess ~~cost~~an ~~and~~entity’s ~~complexity~~ability ~~associated~~to ~~with~~continue ~~the~~as ~~incremental~~a ~~reporting~~going ~~requirements~~concern ofby ~~development~~incorporating ~~stage~~and ~~entities.~~expanding ~~The~~upon ~~amendments~~certain inprinciples ~~this~~that ~~update~~are ~~remove~~currently ~~all~~in ~~incremental financial reporting requirements from~~ U.S. ~~GAAP~~auditing ~~for~~standards. ~~development stage entities~~Specifically, ~~thereby improving financial reporting by eliminating~~ the ~~cost~~standard ~~and~~(1) ~~complexity~~provide ~~associated~~a ~~with~~definition ~~providing~~of ~~that~~the ~~information.~~term ~~The~~substantial ~~amendments~~doubt, in(2) ~~this~~require ~~Update also eliminate~~ an ~~exception~~evaluation ~~provided~~every toreporting ~~development~~period ~~stage~~including ~~entities~~interim inperiods, ~~Topic~~(3) ~~810,~~provide ~~Consolidation,~~principles for ~~determining~~considering ~~whether an entity is a variable interest entity on~~ the ~~basis~~mitigating ofeffect ~~the amount~~ of ~~investment~~management’s ~~equity~~plans, ~~that~~(4) isrequire atcertain ~~risk.~~disclosures ~~The~~when ~~amendments~~substantial todoubt ~~eliminate~~is ~~that~~alleviated ~~exception~~as ~~simplify~~a ~~U.S.~~result ~~GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance~~ of ~~information~~consideration ~~provided to financial statement users by requiring the application~~ of ~~the~~management’s ~~same~~plans, ~~consolidation~~(5) ~~guidance~~require byan ~~all~~express ~~reporting~~statement ~~entities.~~and ~~The~~other ~~elimination~~disclosures ofwhen ~~the~~substantial ~~exception~~doubt ~~may~~is ~~change~~not ~~the consolidation analysis~~alleviated, ~~consolidation~~and ~~decision,~~(6) ~~and~~require ~~disclosure~~an ~~requirements~~assessment for a ~~reporting~~period ~~entity~~of ~~that~~one ~~has~~year anafter ~~interest in an entity in~~ the ~~development stage. The amendments related to the elimination of inception-to-~~date ~~information~~that ~~and~~ the ~~other~~financial ~~remaining~~statements ~~disclosure~~are ~~requirements~~issued of(or ~~Topic~~available ~~915 should be applied retrospectively except for the clarification~~ to ~~Topic 275, which shall~~ be ~~applied prospectively~~issued). ~~For~~The ~~public~~standard ~~companies,~~in ~~those~~this ~~amendments~~Update ~~are~~is effective for the annual ~~reporting~~period ~~periods~~ending ~~beginning~~ after December 15, ~~2014~~2016, and for annual periods and interim periods ~~therein~~thereafter. Early ~~adoption~~application is permitted. The adoption of ASU ~~2014-10~~201415 is not expected to have a material impact on our financial position or results of operations.

In ~~June~~November 2014, the ~~Financial~~FASB ~~Accounting~~issued ~~Standards~~new ~~Board~~guidance ~~issued~~for ~~Accounting~~determining ~~Standards~~when ~~Update~~separation ~~2014-10,~~of ~~“Development~~certain ~~Stage~~embedded ~~Entities”.~~derivative ~~The~~features ~~amendments~~ in ~~this~~a ~~update~~hybrid ~~remove~~financial ~~the~~instrument ~~definition~~is ofrequired. aThat ~~development~~is, ~~stage~~an entity ~~from~~will ~~the~~continue ~~Master~~to ~~Glossary~~evaluate ofwhether the ~~ASC~~economic ~~thereby~~characteristics ~~removing~~and ~~the~~risks ~~financial~~of ~~reporting~~the ~~distinction~~embedded ~~between~~derivative ~~development~~feature ~~stage~~are ~~entities~~clearly and ~~other~~closely ~~reporting~~related ~~entities~~to ~~from~~those ~~U.S.~~of ~~GAAP.~~the Inhost ~~addition~~contract, ~~the~~among ~~amendments~~other ~~eliminate~~relevant ~~the~~criteria. ~~requirements~~The ~~for~~amendments ~~development~~clarify ~~stage~~how ~~entities~~current toGAAP ~~(1)~~should ~~present~~be ~~inception-to-date~~interpreted ~~information~~ in evaluating the ~~statements~~economic ofcharacteristics ~~income,~~and ~~cash~~risks ~~flows,~~of ~~and~~a ~~shareholder~~host ~~equity,~~contract ~~(2)~~in ~~label~~a ~~the~~hybrid financial ~~statements~~instrument asthat ~~those~~is ofissued ain ~~development~~the ~~stage~~form ~~entity,~~of ~~(3)~~a ~~disclose~~share. aThe ~~description~~effects of ~~the~~initially ~~development~~adopting ~~stage~~the ~~activities~~amendments in ~~which~~this ~~the~~Update ~~entity~~should isbe ~~engaged,~~applied ~~and~~on ~~(4)~~a ~~disclose~~modified inretrospective ~~the~~basis ~~first~~to ~~year~~existing inhybrid ~~which~~financial ~~the~~instruments ~~entity~~issued isin nothe ~~longer~~form of a ~~development~~share ~~stage~~as ~~entity~~of ~~that~~the inbeginning ~~prior~~of ~~years~~the itfiscal ~~had~~year ~~been~~for inwhich the ~~development~~amendments ~~stage~~are effective. ~~The~~Retrospective ~~amendments~~application inis ~~this~~permitted ~~update~~to ~~are~~all ~~applied~~relevant ~~retrospectively~~prior periods. The ~~early~~ adoption of ASU ~~2014-10~~201416 is ~~permitted~~not ~~which~~expected ~~removed~~to ~~the~~have ~~development~~a ~~stage~~material ~~entity~~impact on our financial ~~reporting~~position ~~requirements~~or ~~from~~results ~~the~~of ~~Company~~operations.

In ~~August~~November 2014, the FASB issued anguidance ~~accounting~~to ~~standard~~provide ~~that~~an ~~requires~~acquired ~~management~~entity towith ~~assess~~ an ~~entity’s~~option ~~ability~~ to ~~continue~~apply aspushdown aaccounting ~~going~~in ~~concern~~its byseparate ~~incorporating~~financial ~~and~~statements ~~expanding~~ upon ~~certain~~occurrence ~~principles~~of ~~that~~an ~~are~~event ~~currently~~ in ~~U.S.~~which ~~auditing~~an ~~standards.~~acquirer ~~Specifically,~~obtains ~~the~~control ~~standard~~of ~~(1)~~the ~~provide~~acquired aentity. ~~definition~~After of the ~~term~~effective ~~substantial doubt~~date, ~~(2) require~~ an ~~evaluation~~acquired ~~every~~entity ~~reporting~~can ~~period~~make ~~including~~an ~~interim~~election ~~periods,~~to ~~(3)~~apply ~~provide principles for considering~~ the ~~mitigating~~guidance ~~effect~~to offuture ~~management’s~~change-in-control ~~plans,~~events ~~(4)~~or ~~require~~to ~~certain~~its ~~disclosures~~most ~~when~~recent ~~substantial~~change-in-control ~~doubt~~event. ~~is alleviated as a result of consideration of management’s plans~~However, ~~(5)~~if ~~require~~the anfinancial ~~express~~statements ~~statement~~for ~~and~~the ~~other~~period ~~disclosures~~in ~~when~~which ~~substantial~~the ~~doubt~~most isrecent ~~not~~change-in-control ~~alleviated,~~event ~~and~~occurred ~~(6)~~already ~~require~~have anbeen ~~assessment~~issued ~~for~~or amade ~~period~~available ofto ~~one~~be ~~year~~issued, ~~after~~ the ~~date~~application ~~that~~of ~~the~~this ~~financial~~guidance ~~statements~~would ~~are~~be ~~issued~~a ~~(or~~change ~~available~~in toaccounting ~~be issued)~~principle. The ~~standard~~amendments in this Update isare effective ~~for~~on ~~the~~November ~~annual period ending after December 15~~18, ~~2016, and for annual periods and interim periods thereafter~~2014. ~~Early application is permitted.~~ The adoption of ASU ~~2014-15~~201417 is not expected to have a material impact on our financial position or results of operations.

9During the second quarter of 2015, the Company adopted guidance codified in ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs. The guidance simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs is not affected. Therefore, these costs will continue to be amortized as interest expense using the effective interest method pursuant to ASC 835-30-35-2 through 35-3. The Company elected to early adopt the requirements of ASU 2015-03 effective during the second quarter ended June 30, 2015 and applied this guidance retrospectively to all prior periods presented in the Company's financial statements. The reclassification does not impact net income (loss) as previously reported or any prior amounts reported on the Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income (Loss) or the Consolidated Statements of Cash Flows.

In November 2014, the FASB issued new guidance for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. The adoption of ASU 2014-16 is not expected to have a material impact on our financial position or results of operations.8

InNOTE November 2014, the FASB issued guidance to provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity3. ~~After~~DISCONTINUED the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The amendments in this Update are effective on November 18, 2014. The adoption of ASU 2014-17 is not expected to have a material impact on our financial position or results of operations.OPERATIONS

~~NOTE~~The 3Company discontinued its activities in the oil and gas industry and is focusing its activities on the marijuana consulting industry. ~~DISCOUNTINUED~~In ~~OPERATIONS~~discontinuing its oil and gas operations, the Company incurred a $465,000 loss on discontinued operations as of June 30, 2014. Historically the carrying value of the oil and gas properties that the Company owned were expensed in accordance with Generally Accepted Accounting Principles for the industry. The Company does not have proven reserves confirmed with a geological study and will only be able to capitalize properties once reserves have been proven. The following is a summary of the properties which the Company discontinued.

~~The~~Innex ~~Company~~Drilling ~~is discontinuing its activities in the oil~~ and ~~gas~~Participation ~~industry~~Agreement and focusing its activities on the marijuana consulting industry. In discontinuing its oil and gas operations, the Company incurred a $465,000 loss on discontinued operations as of March 31, 2014. Historically the company value of the oil and gas properties that the company owned were expensed in accordance with Generally Accepted Accounting Principles for the industry. The Company does not have proven reserves confirmed with a geological study and will only be able to capitalize properties once reserves have been proven. The following is a summary of the properties which the Company discontinued.

~~Innex~~On ~~Drilling~~December ~~and~~16, 2013, the Company entered into a Participation Agreement with Innex California Inc. and General Crude Oil Company (together referred to as “Innex JV”) for the following projects (1) The Kettleman Dome Project (“KDEP”); (2) the Kettlemen Middle Dome McAdams (“KMDM”), (3) East Elk Hills (“EEH”), (4) South Tapo Canyon (“STC”); (5) Eel River; (6) the Oklahoma (“OK”), (7) the Kettledome Middledome Shallow (“KMDS” and (8) the West Side Joint Venture (“USJV”) . Under the terms of this Innex JV, the Company has the right to earn a 50% working interest in each well in which the Company funds. In order to maintain Innex JV, the Company must fund one well in each of the aforementioned projects or risk losing the right to fund. The Company must also fund Innex JV general and administrative costs of $40,000 per month.

OnThe ~~December~~first ~~16,~~quarter ~~2013,~~budget ~~the~~was ~~Company~~approximately ~~entered~~$5.77 ~~into a Participation Agreement with Innex California Inc~~million. ~~and~~The ~~General~~budget ~~Crude~~was ~~Oil~~delivered ~~Company (together referred~~ to ~~as “Innex JV”) for~~ the ~~following~~Company ~~projects~~on ~~(1)~~March ~~The Kettleman Dome Project (“KDEP”); (2) the Kettlemen Middle Dome McAdams (“KMDM”)~~1, (3) East Elk Hills (“EEH”), (4) South Tapo Canyon (“STC”); (5) Eel River; (6) the Oklahoma (“OK”), (7) the Kettledome Middledome Shallow (“KMDS” and (8) the West Side Joint Venture (“USJV”) 2014. Under the terms of ~~this~~the Innex JV, the Company ~~has~~was to fund the ~~right~~Innex toJV ~~earn~~the abudget ~~50%~~requirements ~~working~~by ~~interest~~March in15, ~~each~~2014. ~~well~~During inthe ~~which~~quarter the Company ~~funds.~~made Inlease ~~order~~payments totaling $465,000 to ~~maintain~~the Innex JV. However, the Company ~~must~~could ~~fund~~not ~~one~~meet ~~well~~the interms ~~each~~ of the ~~aforementioned~~budget ~~projects~~requirement orand ~~risk~~on ~~losing~~April ~~the~~1, ~~right~~2014, tothe ~~fund. The~~ Company ~~must~~announced ~~also~~that ~~fund~~it ~~Innex~~was JVdivesting ~~general~~itself ~~and administrative costs~~ of ~~$40,000~~the ~~per~~Innex ~~month~~JV.

~~The~~NOTE ~~first quarter budget was approximately $5~~4.77 ~~million.~~RELATED ~~The~~PARTY budget was delivered to the Company on March 1, 2014. Under the terms of the Innex JV, the Company was to fund the Innex JV the budget requirements by March 15, 2014. During the quarter the Company made lease payments totalling $465,000 to the Innex JV. However, the Company could not meet the terms of the budget requirement and on April 1, 2014, the Company announced that it was divesting itself of the Innex JV.TRANSACTIONS

~~NOTE~~The 4.related ~~RELATED~~party ~~PARTY~~accounts payable to shareholders are $153,749 and $230,701 as of June 30, 2015 and December 31, 2014, respectively for accrued salary.

~~The~~On July 1, 2014, the Company entered into an agreement with a related party ~~accounts~~to ~~payable~~convert $226,785 advances to ~~shareholders~~a ~~are~~convertible ~~$281~~promissory note. The note is due on January 1,~~597~~ 2015 and carries a fixed convertible price of $~~230~~0.01 and interest rate of 5%. On the same date,~~701~~ asthe related party assigned $186,000 of ~~March~~the 31principal to 23 third parties. As a result of the fixed conversion price, ~~2015~~the Company recognized and expensed a discount of $226,785 as of December 31, 2014. On February 15, ~~respectively~~2015, ~~for~~$226,000 of this convertible promissory note was converted into 22,600,000 shares; due to conversion within the terms of the agreement, no loss or gain was recognized. As of June 30, 2015, the balance of the note is $785 and accrued ~~salary~~interest is $6,332.

OnDuring ~~July 1~~2008, ~~2014, the Company entered into an agreement with~~ a ~~related~~former ~~party to convert $226,785 advances to a convertible promissory note. The note is due on January 1, 2015 and carries a fixed convertible price of $0.01 and interest rate of 5%. On the same date, the~~ related party ~~assigned~~incurred $~~186~~4,~~000~~157 of ~~the~~expenses ~~principal~~on tobehalf ~~23 third parties (See note 5). As a result~~ of the ~~fixed conversion price, the~~ Company ~~recognized and expensed a discount of $226,785 as of December 31, 2014~~. OnThere ~~February~~are ~~15,~~no ~~2015,~~repayment ~~$226,000 of this convertible promissory note was converted into 22,600,000 shares; due to conversion within the~~ terms ~~of the agreement, no loss~~ or ~~gain was recognized~~interest. As of ~~March~~June 3130, 2015, the ~~balance~~Company ofimputed ~~the~~interest ~~note~~at is15% ~~$785~~resulting ~~and~~in ~~accrued~~an interest isexpense of $~~6,322~~310.

During ~~period~~2010, ~~ended~~the ~~March~~Company ~~31,~~advanced ~~2015,~~from a related party ~~converted~~ $~~40,000~~815 offor aexpenses. ~~convertible~~There ~~promissory~~are ~~note~~no ~~(which~~repayment isterms aor ~~part~~interest. As of ~~$226~~June 30,~~785~~ ~~as mentioned above) into 4~~2015,~~000,000~~ ~~shares of~~ the Company ~~common~~imputed ~~stock.~~interest ~~Due~~at to15% ~~conversion~~resulting ~~within~~in ~~the~~an ~~term~~interest expense of ~~the note, no gain or loss was recognized~~$32.

10During 2011, the Company’s past president advanced the Company $2,500. There are no repayment terms or interest. As of June 30, 2015, the Company imputed interest at 15% resulting in an interest expense of $188.

During ~~2008~~2013, the Company advanced from a related party ~~incurred~~ $41,~~157~~445 offor expenses ~~on behalf of the Company~~. There are no repayment terms or interest. AsDuring 2014, the Company repaid back $910 leaving a remaining balance of ~~March~~$535 31as of June 30, 2015,. ~~the~~The Company imputed interest at 15% resulting in an interest expense of $~~156~~40.

~~During~~At ~~2010~~June 30, 2015, the CEO of the Company ~~advanced~~was owed $17,644 ($24,206 as at December 31, 2014) from athe ~~related~~Company ~~party~~relating ~~$815~~to advances for reimbursement of expenses. There are no repayment terms or interest. AsThe ~~of March 31, 2015, the~~ Company imputed interest at 15% resulting in an interest expense of $312,185.

During 2011, Donny Fitzgerald, the Company’s past president advanced the Company $2,500. There are no repayment terms or interest. As of March 31, 2015, the Company imputed interest at 15% resulting in an interest expense of $94.9

~~During~~NOTE ~~2013, the Company advanced from a related party $1,445 for expenses~~5. ~~There~~CONVERTIBLE ~~are~~PROMISSORY no repayment terms or interest. During 2014, the Company repaid back $910 leaving a remaining balance of $535 as of March 31, 2015. The Company imputed interest at 15% resulting in an interest expense of $20.NOTE

At March 31, 2015, Mr. Harpreet Sangha was owed $30,283 ($24,206 as at December 31, 2014) related to expenses. There are no repayment terms or interest. The Company imputed interest at 15% resulting in an interest expense of $1,032.

	a)	On July 1, 2014, the Company entered into a $226,785 5% Convertible Note with a related party. Under the terms of the Convertible Note, all principal and interest is due on January 1, 2015. The Convertible Note is convertible at any time at the related party’s option into shares of the Company’s common stock at a fixed conversion price of $0.01. As a result of the fixed conversion price, the Company recognized and expensed a discount of $226,785. As at June 30, 2015, the Company has converted $226,000 of principal into 22,600,000 shares of common stock. Due to conversion within the term of the note, no gain or loss was recognized. As of June 30, 2015, the balance of the note is $755 and the Company has recorded accrued interest of $6,332.

	b)	On June 3, 2015, the Company entered into a $95,000 8% Convertible Note with a non-related third party. Under the terms of the note, the Company received $47,500 principal upon closing of the note and the Company was to receive the remaining principal in one or more installments with a Maturity Date of June 1, 2016. The Convertible Note is convertible at any time at the third party’s option into shares of the Company’s common stock at a variable conversion price of 60% of the lowest traded price during the 20 days prior to the notice of conversion, subject to adjustment as described in the convertible debenture. According to the terms of the Convertible Note agreement, the Company may request, after eight months from the original issuance date, the remaining $47,500. If the Company’s common stock has a closing bid price of less than $0.10 per share for at least 5 consecutive trading days or the aggregate dollar trading volume of the Company’s common stock is less than $40,000 in any 5 consecutive trading days, then the issuer can cancel the remaining portion of the note. Subsequent to the issuance of this note, the aggregate dollar trading volume of the Company’s common stock fell below $40,000 for a 5 consecutive trading day period. As at June 30, 2015, the Company has received proceeds of $45,000, net of financing costs of $2,500 which has been recorded as a discount, and has recorded interest of $306.

		The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $57,838 resulted in an additional discount to the note payable of $45,000 and the remaining $12,838 was recognized as a loss on changes in fair value of derivative liability. During the six months ended June 30, 2015, the Company recorded accretion of $3,764 increasing the carrying value of the note to $3,764.

~~NOTE~~c) 5On June 4, 2015, the Company entered into a $75,000 10% Convertible Note with a non-related third party. ~~CONVERTIBLE~~Under ~~PROMISSORY~~the ~~NOTE~~terms of the Convertible Note, all principal and interest is due on June 4, 2016. The convertible note is convertible at any time at the third party’s option into shares of the Company’s common stock at the lesser of: (1) the closing price of the Company’s common stock immediately prior to the closing date; or (2) a variable conversion price of 55% of the lowest traded price during the 25 days prior to the notice of conversion, subject to adjustment as described in the convertible debenture. As at June 30, 2015, the Company has received proceeds of $66,250, net of a discount of $8,750, and has recorded interest of $542. The Company incurred additional financing costs of $6,000 which has been recorded as a discount. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $108,722 resulted in an additional discount to the note payable of $60,250 and the remaining $48,472 was recognized as a loss on changes in fair value of derivative liability. During the six months ended June 30, 2015, the Company recorded accretion of $6,940 increasing the carrying value of the note to $6,940.

d) On ~~July~~June 110, ~~2014~~2015, the Company entered into ana ~~agreement~~$258,000 10% Convertible Note with a non-related third party. toUnder ~~convert~~the terms of the Convertible Note, the Company received $~~226~~93,~~785~~000 ~~advances~~principal upon closing of the note and the Company was to receive the remaining principal in one or more installments with a ~~convertible~~Maturity ~~promissory~~Date ~~note~~of June 1, 2016. The convertible note is ~~due~~convertible onat ~~January~~any 1,time ~~2015~~at ~~and~~the ~~carries~~third aparty’s ~~fixed~~option ~~convertible~~into ~~price~~shares of the Company’s common stock at $0.0150, ~~and~~subject ~~interest~~to ~~rate~~adjustment ofas 5%described in the convertible note. As aat ~~result~~June of30, 2015, the ~~fixed~~Company ~~conversion~~has ~~price~~received proceeds of $80,000, ~~the~~net ~~Company~~of ~~recognized~~a discount of $8,000 and ~~expensed~~financing costs of $5,000 which has been recorded as a discount, and has recorded interest of $~~226~~517. The Company incurred additional financing costs of $8,~~785~~000 ~~during~~which ~~2014~~has been recorded as a discount.

On the same date, the related party assigned $186,000 of the principal to 23 third parties with the same terms. The note assignment carries the same conversion terms, interest and maturity; therefore, the discount was recognized and expensed apart of the $226,785 initial discount. During the same period, the note holder converted $186,000 of principal into 18,600,000 shares of common stock. Due to conversion within the term of the note, no gain or loss was recognized. As of March 31, 2015 and December 31, 2014 the Company recorded accrued interest of $6,322 and $5,685, respectively.10

~~NOTE~~In 6addition, the Company will grant 4 warrants to purchase shares of common stock. ~~STOCKHOLDERS’~~The ~~EQUITY~~number of shares the warrant is exercisable into is equal to the following:

On January 17, 2014 the Company entered into a Private Placement Agreement to issue up to 10,000,000 (35,714 post reverse split) shares of Common Stock at $0.08 per share. The Company has received $468,200 by way of subscription agreements. The 5,852,500 (20,902 post reverse split) shares were issued on May 23, 2014.

		1.	$46,500 divided by the Market Price on the issuance date.(issuable)

		2.	$27,500 divided by the Market Price on the issuance date.

		3.	$27,500 divided by the Market Price on the issuance date.

		4.	$27,500 divided by the Market Price on the issuance date.

OnAs ~~April~~at 17June 30, ~~2014~~2015, the ~~Company~~company ~~extended~~has annot ~~Investor~~issued ~~Relations~~warrants ~~Consulting~~pursuant ~~Agreement~~to ~~with~~the ~~San~~convertible ~~Diego~~note. ~~Torrey~~The ~~Hills~~warrants ~~Capital,~~are ~~Inc.~~exercisable ~~for~~at an$0.50 ~~additional~~per ~~nine months~~share. The ~~Company~~first ~~has~~tranche ~~issued~~of ~~750,000~~warrants ~~(2,679~~issuable ~~post~~and ~~reverse~~the ~~split)~~embedded ~~shares~~conversion option qualify for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. ~~Given~~The initial fair value of the ~~market~~conversion ~~price~~feature of $~~0.08~~103,533 asfor ~~April~~the ~~17,~~convertible ~~2014~~note and $68,606 for the ~~Company~~warrants ~~has~~resulted ~~valued~~in an additional discount to the ~~shares~~note atpayable of $6072,000 ~~based~~and onthe ~~fair~~remaining ~~market~~$100,139 ~~value~~was ofrecognized ~~the~~as ~~closing~~a ~~price~~loss on ~~the~~changes ~~date~~in fair value of ~~grant~~derivative liability. ~~Due~~During to the ~~shares~~six ~~being~~months ~~issued~~ended June 30, 2015, the Company ~~has~~recorded ~~expensed~~accretion ~~this~~of $4,697 increasing the carrying value of the note to $4,697.

e) On ~~April~~June 111, ~~2014~~2015, the Company ~~issued~~entered ~~350~~into a $66,~~000~~250 10% Convertible Note with a non-related third party. Under the terms of the Convertible Note, all principal and interest is due on March 11, 2016. The convertible note is convertible at any time at the third party’s option into shares of the Company’s common stock at the lesser of: (1~~,250~~) ~~post~~a ~~reverse~~variable ~~split~~conversion price of 55% of the lowest traded price during the 25 days prior to the issuance of the note; or (2) ~~shares~~a asvariable ~~settlement~~conversion ~~for~~price ~~services~~of ~~provided.~~55% ~~Given~~of the ~~market~~lowest traded price during the 25 days prior to the notice of ~~$0.10~~conversion, subject to adjustment as ~~April~~described 1in the convertible note. As at June 30, ~~2014~~2015, the Company ~~valued~~has ~~the~~received ~~shares~~proceeds atof $3560,000, ~~based~~net onof ~~fair~~a ~~market~~discount of $3,500, financing costs of $2,750 which has been recorded as a discount and has recorded interest of $350. The Company incurred additional financing costs of $10,500 which has been recorded as a discount. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the ~~closing~~conversion ~~price~~feature onof $93,623 resulted in an additional discount to the ~~date~~note payable of ~~grant.~~$49,500 ~~Due~~and tothe remaining $44,123 was recognized as a loss on changes in fair value of derivative liability. During the ~~shares~~six ~~being~~months ~~issued~~ended June 30, 2015, the Company ~~has~~recorded ~~expensed~~accretion ~~this~~of $4,594 increasing the carrying value of the note to $4,594.

11NOTE 6. DERIVATIVE LIABILITIES

OnThe ~~June~~embedded 9,conversion ~~2014~~options of the Company’s ~~issued~~convertible ~~1,250,000~~debentures ~~(4,464~~described ~~post~~in ~~reverse~~Note ~~split)~~5 ~~shares~~contain asconversion ~~settlement~~features that qualify for ~~services~~embedded ~~provided~~derivative classification. ~~Given~~The ~~the~~fair ~~market~~value ~~price~~ of ~~$0.07~~these asliabilities ~~June~~will 9,be ~~2014,~~re-measured at the ~~Company~~end ~~valued~~of ~~the~~every ~~shares~~reporting atperiod ~~$87,500~~and ~~based~~the onchange in fair ~~market~~ value ofwill ~~the~~be ~~closing~~reported ~~price~~in on the ~~date~~statement of ~~grant.~~operations ~~Due~~as toa ~~the~~gain ~~shares~~or ~~being~~loss ~~issued~~on ~~the~~derivative ~~Company has expensed this value~~liabilities.

OnThe ~~June~~table ~~15,~~below ~~2014~~sets ~~the~~forth ~~Company~~a ~~issued~~summary ~~297,500 (1,063 post reverse split) shares as settlement for services provided. Given the market price~~ of ~~$0.05~~changes asin ~~June 15, 2014,~~ the ~~Company valued the shares at $14,875 based on~~ fair ~~market~~ value of the ~~closing price on the date of grant. Due to the shares being issued the~~ Company’s ~~has~~Level ~~expensed~~3 ~~this~~financial ~~value..~~liabilities:

On June 17, 2014 the Company issued 2,250,000 (8,036 post reverse split) shares as settlement for services provided. Given the market price of $0.05 as June 17, 2014, the Company valued the shares at $112,500 based on fair market value of the closing price on the date of grant. Due to the shares being issued the Company has expensed this value.

	For the Six Months Ended June 30, 2015

Balance at the beginning of period	$	–

Fair value of new derivative liabilities		432,322
Change in fair value of derivative		(22,119	)

Balance at end of period	$	410,203

On February 28, 2014 the Company issued 1,000,000 (3,571 post reverse split) warrants to a consultant. The warrants have an exercise price of $0.04 per share and have a life of ten years. The warrants were fully vested and expensed on the date of grant. The Company valued these warrants using the Black-Scholes option pricing model totaling $104,997 under the following assumptions: $0.11 stock price, 10 years to maturity, 365% volatility, 1.51% risk free rate. During the same period, the consultant exercised on a cashless basis and received 1,000,000 (3,571 post reverse split) shares of common stock.

OnThe ~~February~~derivative ~~28,~~instruments ~~2014~~were ~~the~~valued ~~Company~~at ~~issued~~loan 2origination date and at June 30,~~250,000~~ (82015,~~036~~ ~~post~~The ~~reverse~~fair ~~split)~~values ~~warrants~~of tothe aderivative ~~consultant.~~liabilities ~~The~~related ~~warrants~~to ~~have~~the anconversion ~~exercise~~options ~~price~~ of ~~$0.04~~these ~~per~~notes ~~share~~was ~~and~~estimated ~~have~~on athe ~~life~~transaction ofdates ~~ten~~using ~~years.~~the ~~The~~Multinomial ~~warrants~~Lattice ~~were~~option ~~fully~~pricing ~~vested~~model.: ~~and~~The ~~expensed~~model onincorporates the ~~date~~price of ~~grant.~~a ~~The~~share of the Company’s ~~valued~~common ~~these~~stock ~~warrants~~(as ~~using~~quoted on the ~~Black-Scholes~~Over ~~option~~the ~~pricing~~Counter ~~model~~Bulletin ~~totaling~~Board), ~~$241~~volatility,~~869~~ ~~under~~risk ~~the~~free ~~following~~rate, ~~assumptions:~~dividend ~~$0.11~~rate ~~stock~~and ~~price,~~estimated 10life. ~~years~~Significant tochanges ~~maturity,~~in ~~365%~~any ~~volatility,~~of ~~1.51%~~these ~~risk~~inputs ~~free~~in ~~rate.~~isolation ~~During~~would ~~the~~result ~~same~~in ~~period,~~a ~~the~~significant ~~consultant~~change ~~exercised~~in onthe afair ~~cashless~~value ~~basis~~measurement. ~~and~~The ~~received~~following ~~2,250,000~~table ~~(8,036~~shows ~~post~~the ~~reverse~~assumptions ~~split)~~used ~~shares~~in ofthe ~~common stock.~~calculations:

On February 28, 2014 the Company issued 250,000 (893 post reverse split) warrants to a consultant. The warrants have an exercise price of $0.04 per share and have a life of ten years. The warrants were fully vested and expensed on the date of grant. The Company valued these warrants using the Black-Scholes option pricing model totaling $26,874 under the following assumptions: $0.11 stock price, 10 years to maturity, 365% volatility, 1.51% risk free rate. During the same period, the consultant exercised on a cashless basis and received 250,000 (893 post reverse split) shares of common stock.

	Expected Volatility		Risk-Free Interest Rate	Expected Dividend Yield		Expected Life (in years)

At Issuance	264% - 270%		0.08% - 0.28%		0%	0.75 - 1.08
At June 30, 2015		278%	0.11% - 0.28%		0%	0.70 - 1.03

OnNOTE ~~April 17, 2014 the Company issued 1,900,000 (6,786 post reverse split) warrants to a consultant~~7. ~~The~~STOCKHOLDERS’ warrants have an exercise price of $0.04 per share and have a life of ten years. The warrants were fully vested and expensed on the date of grant. The Company valued these warrants using the Black-Scholes option pricing model totaling $151,965 under the following assumptions: $0.08 stock price, 10 years to maturity, 320% volatility, 1.75% risk free rate. During the same period, the consultant exercised on a cashless basis and received 1,900,000 (6,786 post reverse split) shares of common stock.EQUITY

On ~~April~~January 17, 2014 the Company ~~issued~~entered ~~2,200,000~~into ~~(7,857~~a ~~post~~Private ~~reverse~~Placement ~~split)~~Agreement ~~warrants~~ to aissue ~~consultant.~~up ~~The~~to ~~warrants~~35,714 ~~have~~shares anof ~~exercise~~Common ~~price~~Stock ofat $022.0440 per share ~~and have a life of ten years~~. The ~~warrants were fully vested and expensed on the date of grant. The~~ Company ~~valued~~has ~~these~~received ~~warrants using the Black-Scholes option pricing model totaling~~ $~~175~~468,~~960~~200 ~~under~~by ~~the~~way ~~following~~of ~~assumptions:~~subscription $0agreements.08 ~~stock~~The ~~price~~20,902 10shares ~~years~~were toissued ~~maturity, 320% volatility, 1.75% risk free rate. During the same period, the consultant exercised~~ on aMay ~~cashless basis and received 2~~23,~~200,000~~ ~~(7,857 post reverse split) shares of common stock~~2014.

12On February 28, 2014 the Company issued 3,571 warrants to a consultant. The warrants have an exercise price of $11.20 per share and have a life of ten years. The warrants were fully vested and expensed on the date of grant. The Company valued these warrants using the Black-Scholes option pricing model totaling $104,997 under the following assumptions: $30.80 stock price, 10 years to maturity, 365% volatility, 1.51% risk free rate. During the same period, the consultant exercised on a cashless basis and received 3,571 shares of common stock.

On ~~June~~February 2028, 2014, the Company issued 58,~~000,000~~036 ~~(17,857 post reverse split)~~ warrants to a consultant. The warrants have an exercise price of $011.0420 per share and have a life of ten years. The warrants were fully vested and expensed on the date of grant. The Company valued these warrants using the Black-Scholes option pricing model totaling $~~399~~241,~~909~~869 under the following assumptions: $030.0480 stock price, 10 years to maturity, ~~320~~365% volatility, 1.7551% risk free rate. ~~One~~During the same period, the consultant exercised on a cashless basis and received 58,~~000,000~~036 ~~(17,857 post reverse split)~~ shares of common stock.

On ~~July~~February 428, 2014 the Company issued ~~1,500,000~~893 ~~(5,357 post reverse split)~~ warrants to a consultant. The warrants have an exercise price of $011.0220 per share and have a life of ten years. The warrants were fully vested and expensed on the date of grant. The Company valued these warrants using the Black-Scholes option pricing model totaling $5926,~~989~~874 under the following assumptions: $030.0480 stock price, 10 years to maturity, ~~326~~365% volatility, 1.7451% risk free rate. During the same period, the consultant exercised on a cashless basis and received ~~1,500,000~~893 ~~(5,357 post reverse split)~~ shares of common stock.

On ~~July~~April 41, 2014 the Company issued 21,~~000,000~~250 ~~(7,143~~shares ~~post~~as ~~reverse~~settlement ~~split)~~for ~~warrants~~services ~~to a consultant~~provided. ~~The~~Given ~~warrants~~the ~~have~~market ~~an exercise~~ price of $028.0200 ~~per~~as ~~share~~April ~~and~~1, ~~have~~2014, athe ~~life of ten years. The~~ Company valued ~~these warrants using~~ the ~~Black-Scholes~~shares ~~option~~at ~~pricing model totaling~~ $7935,~~985~~000 ~~under~~based ~~the~~on ~~following~~fair ~~assumptions:~~market ~~$0.04~~value ~~stock~~of ~~price,~~the 10closing ~~years~~price toon ~~maturity,~~the ~~326%~~date ~~volatility,~~of 1grant.~~75%~~ ~~risk~~Due ~~free~~to ~~rate. During~~ the ~~same~~shares ~~period,~~being issued the ~~consultant~~Company ~~exercised~~has onexpensed athis ~~cashless basis and received 2,000,000 (7,143 post reverse split) shares of common stock~~value.

On ~~July~~April 1417, 2014, the Company ~~issued~~extended ~~1,500,000~~an ~~(5,357~~Investor ~~post~~Relations ~~reverse~~Consulting ~~split)~~Agreement ~~warrants~~with toSan aDiego ~~consultant.~~Torrey ~~The~~Hills ~~warrants~~Capital, ~~have an exercise price of $0~~Inc.02 ~~per~~for ~~share~~an ~~and~~additional ~~have~~nine ~~a life of ten years~~months. The Company ~~valued~~has ~~these~~issued ~~warrants~~2,679 ~~using~~shares. Given the ~~Black-Scholes~~market ~~option~~price ~~pricing~~of ~~model~~$22.40 ~~totaling~~as ~~$59~~April 17,~~989~~ ~~under~~2014, the ~~following~~Company ~~assumptions:~~has ~~$0.04~~valued ~~stock~~the ~~price,~~shares 10at ~~years to maturity~~$60,000 ~~326%~~based ~~volatility,~~on ~~1.74%~~fair ~~risk~~market ~~free~~value ~~rate.~~of ~~During~~ the ~~same~~closing ~~period,~~price on the ~~consultant~~date ~~exercised~~of ongrant. aDue ~~cashless~~to ~~basis~~the ~~and~~shares ~~received~~being ~~1,500,000~~issued ~~(5,357~~the ~~post~~Company ~~reverse~~has ~~split)~~expensed ~~shares~~this ~~of common stock~~value.

On ~~December~~April 2317, 2014, the Company ~~announced~~issued a6,786 ~~280~~warrants to 1a ~~reverse~~consultant. The warrants have an exercise price of $11.20 per share and have a life of ten years. The warrants were fully vested and expensed on the date of grant. The Company valued these warrants using the Black-Scholes option pricing model totaling $151,965 under the following assumptions: $22.40 stock ~~split~~price, 10 years to maturity, 320% volatility, 1.75% ~~This~~risk ~~has~~free ~~been~~rate. ~~applied~~During ~~retroactively~~the insame period, the ~~attached~~consultant ~~financial~~exercised ~~statements~~on a cashless basis and received 6,786 shares of common stock.

As of March 31, 2015 and December 31, 2014, the Company recorded related party advances of $38,829 and $32,213, respectively. The advances have no stated repayment terms or interest. The Company recognized imputed interest of $1,332 and $8,469 for period ended March 31, 2015 and 2014, respectively.12

On ~~February~~April 1517, ~~2015,~~2014 ~~$226,000~~the ofCompany ~~the~~issued ~~$226~~7,~~785~~857 ~~convertible~~warrants ~~promissory~~to ~~note~~a ~~was~~consultant. ~~converted~~The ~~into~~warrants ~~22,600,000~~have ~~shares~~an exercise price of ~~common~~$11.20 ~~stock~~per share and have a life of ten years. The ~~remaining~~warrants ~~amount~~were fully vested and expensed on the date of grant. The Company valued these warrants using the ~~convertible~~Black-Scholes ~~note~~option pricing model totaling $~~785~~175,960 isunder ~~due~~the following assumptions: $22.40 stock price, 10 years to ~~Harp~~maturity, ~~Sangha~~320% volatility, ~~president~~1.75% ofrisk ~~the~~free ~~Company~~rate. ~~The~~During ~~accrued~~the ~~interest~~same onperiod, the ~~notes~~consultant isexercised ~~$6,322~~on asa ofcashless ~~March~~basis 31and received 7,857 ~~2015~~shares of common stock.

~~NOTE~~On 7June 9, 2014 the Company issued 4,464 shares as settlement for services provided. ~~SUBSEQUENT~~Given ~~EVENTS~~the market price of $19.60 as June 9, 2014, the Company valued the shares at $87,500 based on fair market value of the closing price on the date of grant. Due to the shares being issued the Company has expensed this value.

On ~~May~~June 815, ~~2015~~2014 the ~~Board of Directors of the~~ Company ~~has~~issued ~~appointed~~1,063 ~~David~~shares ~~Alexander~~ as asettlement ~~chief~~for ~~financial~~services ~~officer, effective immediately~~provided. ~~Mr.~~Given ~~Alexander~~the ismarket aprice ~~Chartered~~of ~~Accountant~~$13.99 ~~with~~as ~~over~~June ~~25 years’ experience in providing audit~~15, ~~accounting~~2014, ~~and~~the ~~consulting~~Company ~~services~~valued tothe ~~both~~shares ~~private~~at ~~and public companies. Currently~~$14,875 ~~Mr.~~based ~~Alexander~~on isfair amarket ~~director~~value of ~~Xterra~~the ~~Building~~closing ~~Systems~~price ~~Inc.~~on ~~Based upon~~ the ~~aforementioned~~date ~~background~~of ~~and experience, Company principals believe that Mr~~grant. ~~Alexander~~Due ~~is eminently qualified~~ to ~~discharge~~ the ~~duties~~shares ~~required~~being ~~for~~issued the ~~directorship~~Company ofhas ~~the~~expensed ~~Company~~this value.

On ~~May~~June 817, ~~2015,~~2014 the ~~Board~~Company ofissued ~~Directors~~8,036 ofshares ~~the~~as ~~Company~~settlement ~~has~~for ~~appointed~~services ~~John M~~provided. E.Given ~~Percival~~the tomarket ~~its~~price ~~Board~~ of ~~Directors and Head of Strategic Business Development~~$14.00 ~~Mr.~~as ~~Percival~~June ~~brings~~17, ~~over 20 years of Investment Banking~~2014, ~~Corporate~~the ~~Finance~~Company ~~and~~valued ~~Strategic~~the ~~planning~~shares ~~success~~at to$112,500 ~~Verde.~~based ~~Mr.~~on ~~Percival~~fair ~~was~~market ~~previously~~value ~~General Manager~~ of ~~Investments~~the atclosing ~~Barclays~~price ~~Bank~~on ~~New~~the ~~Zealand~~date ~~Ltd~~of grant., ~~where~~Due heto ~~was responsible for~~ the ~~management~~shares ofbeing ~~nearly~~issued athe ~~$500~~Company ~~million~~has inexpensed ~~superannuation~~this ~~and private funds~~value.

13On June 20, 2014, the Company issued 17,857 warrants to a consultant. The warrants have an exercise price of $11.20 per share and have a life of ten years. The warrants were fully vested and expensed on the date of grant. The Company valued these warrants using the Black-Scholes option pricing model totaling $399,909 under the following assumptions: $11.20 stock price, 10 years to maturity, 320% volatility, 1.75% risk free rate. One consultant exercised on a cashless basis and received 17,857 shares of common stock.

~~ITEM~~On 2February 15, 2015, $226,000 of the $226,785 convertible promissory note was converted into 22,600,000 shares of common stock. ~~MANAGEMENT'S~~The ~~DISCUSSION~~remaining ~~AND~~amount ~~ANALYSIS~~of ORthe ~~PLAN~~convertible OFnote ~~OPERATION~~$785 is due to Harp Sangha, president of the Company.

~~FORWARD-LOOKING~~On ~~STATEMENTS~~May 12, 2015, the Company completed a private placement for the issuance of 800,000 shares of common stock for proceeds of $40,000.

~~The~~During ~~information~~the ~~set~~period ~~forth~~ended inJune ~~this section contains certain "forward-looking statements~~30," ~~including~~2015, ~~among~~the ~~other~~Company ~~things,~~recognized ~~(i)~~imputed ~~expected~~interest ~~changes~~of ~~in our revenues and profitability~~$2,783 (~~ii)~~2014 ~~prospective~~- ~~business opportunities~~$17, ~~and (iii~~174) ~~our~~in ~~strategy~~accumulated ~~for financing our business. Forward~~paid-~~looking~~in ~~statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as "believes~~capital," ~~"anticipates,"~~in ~~"intends,"~~relation ~~or "expects." These forward-looking statements relate~~ to ~~our~~related ~~plans,~~party ~~objectives~~loans and ~~expectations~~expense ~~for future operations~~reimbursements. ~~Although~~Refer ~~we believe that our expectations with respect~~ to ~~the~~Note forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved4.

~~PLAN~~NOTE OF8. ~~OPERATION~~SUBSEQUENT ~~– CONTINUING OPERATIONS~~EVENTS

~~Company~~In ~~changed~~accordance its business as of April 1, 2014 to the medical science consulting business from the oil and gas business, initially targeting on the pharmaceutical benefits of marijuana. Currently, we are in the process of establishing agreements with ~~certain~~ASC ~~scientists. During the quarter ended March 31~~855-10, ~~2015,~~management ~~the~~has ~~Company’s~~reviewed ~~loss~~all ~~from~~material ~~continuing~~events ~~operations~~through ~~was $60,146 which included $45,000 consulting fees to~~ the ~~Company’s~~date ~~president, as compared to $473,001 for the quarter ended March 31, 2014. Much~~ of ~~the~~this ~~2014~~report ~~loss~~and ~~was~~has ~~due~~determined tothere ~~Option~~are ~~expense~~no ofmaterial ~~$373,740.~~subsequent ~~During~~events ~~the quarter ended March 31, 2014, the Company made lease payments totalling $465,000~~ to ~~the Innex JV (see Note 3)~~disclose. ~~The $465,000 lease payment has been reclassified as Loss from Discontinued Operations. Consequently, the Company’s loss for the three months ended March 31, 2014 (YTD14) was $473,001.~~

On May 7, 2014, the Company shifted its business to the business of the business of providing pharmaceutical applications initially from marijuana. To this end the Company has been conducting due diligence on several acquisition targets.13

AsITEM we2. ~~are~~MANAGEMENT'S inDISCUSSION ~~the~~AND ~~process~~ANALYSIS ofOR ~~changing~~PLAN ~~businesses~~OF ~~a number of the risks of the new business are discussed as follows:~~OPERATION

~~Because~~FORWARD-LOOKING ~~we have no operating history in the cannabis industry, we may not succeed.~~ STATEMENTS

~~While~~The ~~our~~information ~~CEO,~~set ~~Harp~~forth ~~Sangha,~~in ~~has~~this ~~experience~~section incontains ~~real~~certain ~~estate~~"forward-looking ~~transactions~~statements," ~~and~~including, inamong ~~the~~other ~~public markets~~things, we(i) ~~have~~expected nochanges ~~specific~~in ~~operating~~our ~~history~~revenues orand ~~experience~~profitability, in(ii) ~~procuring,~~prospective ~~building~~business ~~out~~opportunities, orand ~~leasing~~(iii) ~~real~~our ~~estate~~strategy for ~~agricultural~~financing ~~purposes,~~our ~~specifically~~business. ~~marijuana~~Forward-looking ~~grow~~statements ~~facilities,~~are orstatements ~~with~~other ~~respect~~than tohistorical ~~any~~information ~~other~~or ~~activity~~statements inof ~~the~~current ~~cannabis industry~~condition. ~~Moreover,~~Some weforward-looking ~~are~~statements ~~subject~~may tobe ~~all~~identified ~~risks~~by ~~inherent~~use inof aterms ~~developing~~such aas ~~new~~"believes," ~~business~~"anticipates," ~~enterprise.~~"intends," ~~Our~~or ~~likelihood~~"expects." ofThese ~~success~~forward-looking ~~must~~statements berelate ~~considered~~to inour ~~light~~plans, ofobjectives ~~the~~and ~~problems,~~expectations ~~expenses,~~for ~~difficulties,~~future ~~complications,~~operations. ~~and~~Although ~~delays~~we ~~frequently~~believe ~~encountered~~that inour ~~connection~~expectations with ~~establishing~~respect ato ~~new business and~~ the ~~competitive~~forward-looking ~~and~~statements ~~regulatory~~are ~~environment~~based inupon ~~which~~reasonable weassumptions ~~operate.~~within ~~For~~the ~~example,~~bounds ~~the~~of ~~medical~~our ~~marijuana~~knowledge ~~industry~~of isour ~~new~~business and ~~may not succeed~~operations, ~~particularly~~in ~~should~~light of the ~~federal~~risks ~~government~~and ~~change~~uncertainties ~~course~~inherent ~~and~~in ~~decide~~all tofuture ~~prosecute~~projections, ~~those~~the ~~dealing~~inclusion inof ~~medical~~forward-looking ~~marijuana.~~statements Ifin ~~that~~this ~~happens~~report ~~there~~should ~~may~~ not be anregarded ~~adequate~~as ~~market~~a ~~for~~representation ~~our~~by ~~properties~~us or any other ~~activities~~person wethat ~~propose~~our toobjectives ~~engage~~or inplans will be achieved.

~~You~~PLAN ~~should~~OF ~~further~~OPERATION ~~consider,~~– ~~among~~CONTINUING other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages. For example, unanticipated expenses, delays and or complications with build outs, zoning issues, legal disputes with neighbors, local governments, communities and or tenants. We may not successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm our business to the point of having to cease operations and could impair the value of our common stock to the point investors may lose their entire investment.OPERATIONS

14Company changed its business as of April 1, 2014 to the medical science consulting business from the oil and gas business, initially targeting on the pharmaceutical benefits of marijuana. Currently, we are in the process of establishing agreements with certain scientists.

~~Because~~During wethe ~~may~~six bemonths ~~unable~~ended toJune ~~identify~~30, ~~and/or~~2015, ~~successfully~~the ~~develop~~Company’s orloss ~~acquire~~from ~~assets~~continuing operations was $414,557 which ~~are~~included ~~suitable~~$90,000 consulting fees to the Company’s president, as compared to $1,691,322 for ~~our~~the ~~business~~six months ended June 30, ~~our~~2014. ~~financial~~Much ~~condition~~of ~~may~~the be2014 ~~negatively~~loss ~~affected~~was due to option expense of $1,101,575 and payment of services with shares of $391,801. During the six months ended June 30, 2014, the Company made lease payments totaling $465,000 to the Innex JV. The $465,000 lease payment has been reclassified as loss from discontinued operations. Consequently, the Company’s net loss for the six months ended June 30, 2014 (YTD) was $2,156,322.

~~Our~~During ~~business~~the ~~plan~~quarter ~~involves~~ended June 30, 2015, the ~~identification~~Company’s net loss and loss from continuing operations was $354,411 which included $45,000 consulting fees to the ~~successful~~Company’s ~~pharmaceutical~~president, ~~applications~~as ~~utilizing~~compared ~~marijuana.~~to We$1,218,321 dofor ~~not~~the ~~know~~quarter ~~whether~~ended weJune ~~will~~30, be2014. ~~successful~~Much inof ~~identifying~~the or2014 ~~successfully~~loss ~~developing~~was ordue ~~acquiring~~to ~~assets~~Option expense of ~~economic~~$727,835 ~~value~~and payment of services with shares of $391,801.

~~Because~~On ~~our~~May 7, 2014, the Company shifted its business isto ~~dependent~~the ~~upon~~business ~~continued~~of ~~market~~the ~~acceptance~~business byof ~~consumers,~~providing ~~any~~pharmaceutical ~~negative~~applications ~~trends~~initially ~~will~~from ~~adversely~~marijuana. ~~affect~~To ~~our~~this ~~business~~end ~~operations~~the Company has been conducting due diligence on several acquisition targets.

WeAs are substantially dependent on continued market acceptance and proliferation of consumers of medical marijuana. We believe that as marijuana becomes more accepted the stigma associated with marijuana use will diminish and as a result consumer demand will continue to grow. And while we ~~believe~~are ~~that the market and opportunity~~ in the ~~marijuana~~process ~~space~~of ~~continues~~changing tobusinesses ~~grow,~~a wenumber ~~cannot~~of ~~predict~~ the ~~future~~risks ~~growth rate and size~~ of the ~~market.~~new ~~Any~~business ~~negative~~are ~~outlook~~discussed onas ~~the marijuana industry will adversely affect our business operations.~~ follows:

InBecause ~~addition,~~we ~~it is believed by many that large well-funded businesses may~~ have ano ~~strong~~operating ~~economic~~history ~~opposition~~in to the cannabis industry., Wewe ~~believe~~may ~~that the pharmaceutical industry clearly does~~ not ~~want to cede control of any product that could generate significant revenue~~succeed. For example, medical marijuana will likely adversely impact the existing market for the current “marijuana pill” sold by the mainstream pharmaceutical industry, should marijuana displace other drugs or encroach upon the pharmaceutical industry’s products. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical marijuana movement. Any inroads the pharmaceutical industry could make in halting the impending cannabis industry could have a detrimental impact on our proposed business.

~~Because~~While ~~marijuana~~our isCEO, ~~illegal~~Harp ~~under~~Sangha, ~~federal~~has ~~law~~experience in real estate transactions and in the public markets, we ~~could~~have beno specific operating history or experience in procuring, building out or leasing real estate for agricultural purposes, specifically marijuana grow facilities, or with respect to any other activity in the cannabis industry. Moreover, we are subject to ~~criminal~~all risks inherent in a developing a new business enterprise. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and ~~civil~~delays ~~sanctions~~frequently ~~for~~encountered ~~engaging~~in connection with establishing a new business and the competitive and regulatory environment in ~~activities~~which ~~that~~we ~~violate~~operate. For example, the medical marijuana industry is new and may not succeed, particularly should the federal government change course and decide to prosecute those ~~laws~~dealing in medical marijuana. If that happens there may not be an adequate market for our properties or other activities we propose to engage in.

~~The~~You ~~U.S.~~should ~~Government~~further ~~classifies~~consider, ~~marijuana~~among asother afactors, ~~schedule-I~~our ~~controlled~~prospects ~~substance.~~for Assuccess ain ~~result,~~light ~~marijuana~~of isthe anrisks ~~illegal~~and ~~substance~~uncertainties ~~under~~encountered ~~federal~~by ~~law.~~companies ~~Even~~that, inlike ~~those~~us, ~~jurisdictions~~are in ~~which~~their ~~the~~early ~~use~~stages. ofFor ~~medical~~example, ~~marijuana~~unanticipated ~~has~~expenses, ~~been~~delays ~~legalized~~and ator ~~the~~complications ~~state~~with ~~level~~build outs, ~~its~~zoning ~~prescription~~issues, islegal adisputes ~~violation~~with ofneighbors, ~~federal~~local ~~law.~~governments, ~~The~~communities ~~United~~and ~~States~~or ~~Supreme~~tenants. ~~Court~~We ~~has~~may ~~ruled~~not insuccessfully ~~United~~address ~~States~~these v.risks ~~Oakland~~and ~~Cannabis~~uncertainties ~~Buyers'~~or ~~Coop.~~successfully ~~and~~implement ~~Gonzales~~our voperating strategies. ~~Raich~~If ~~that~~we itfail isto ~~the~~do ~~federal~~so, ~~government~~it ~~that~~could ~~has~~materially ~~the~~harm ~~right~~our business to ~~regulate~~the ~~and~~point ~~criminalize~~of ~~cannabis,~~having ~~even~~to ~~for~~cease ~~medical~~operations ~~purposes.~~and ~~Therefore,~~could ~~federal~~impair ~~law criminalizing~~ the ~~use~~value of ~~marijuana~~our ~~pre-empts~~common ~~state~~stock ~~laws~~to ~~that~~the ~~legalizes~~point ~~its~~investors ~~use~~may ~~for~~lose ~~medicinal~~their ~~purposes~~entire investment.

As of November 12, 2014, 22 states and the District of Columbia allow its citizens to use medical marijuana. Additionally, voters in the states of Colorado, Alaska, Oregon and Washington approved ballot measures to legalize cannabis for adult use. The state laws are in conflict with the federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. The Obama administration has effectively stated that it is not an efficient use of resources to direct law federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana. However, there is no guarantee that the administration will not change its stated policy regarding the low-priority enforcement of federal laws. Additionally, any new administration that follows could change this policy and decide to enforce the federal laws strongly. Any such change in the federal government's enforcement of current federal laws could cause significant financial damage to us and our shareholders. 14

WeBecause ~~will~~we ~~require~~may ~~medical~~be ~~marijuana~~unable ~~for~~to ~~our~~identify ~~research~~and/or ~~facilities.~~successfully ~~Consequently~~develop weor ~~will~~acquire beassets ~~required~~which toare ~~follow~~suitable ~~the~~for ~~strict~~our ~~guidelines~~business, ~~required~~our byfinancial ~~regulation~~condition ~~for~~may ~~the~~be ~~management~~negatively ~~of our facilities~~affected.

15Our business plan involves the identification and the successful pharmaceutical applications utilizing marijuana. We do not know whether we will be successful in identifying or successfully developing or acquiring assets of economic value.

~~Laws~~Because ~~and~~our ~~regulations~~business ~~affecting~~is ~~the~~dependent ~~regulated~~upon ~~marijuana~~continued ~~industry~~market ~~are~~acceptance ~~constantly~~by ~~changing~~consumers, ~~which~~any ~~could~~negative ~~detrimentally~~trends will adversely affect our ~~proposed~~business operations~~, and we cannot predict the impact that future regulations may have on us~~.

~~Local,~~We ~~state~~are ~~and~~substantially ~~federal~~dependent ~~medical~~on ~~marijuana~~continued ~~laws~~market acceptance and ~~regulations~~proliferation ~~are~~of ~~broad~~consumers inof ~~scope~~medical ~~and~~marijuana. ~~subject~~We tobelieve ~~evolving~~that ~~interpretations,~~as ~~which~~marijuana ~~could~~becomes ~~require~~more usaccepted tothe ~~incur~~stigma ~~substantial costs~~ associated with ~~compliance~~marijuana oruse ~~alter~~will ~~our~~diminish ~~business plan. In addition, violations of these laws, or allegations of such violations, could disrupt our business~~ and ~~result~~as in a ~~material~~result ~~adverse~~consumer ~~effect~~demand onwill ~~its~~continue ~~operations~~to grow. InAnd ~~addition,~~while itwe isbelieve ~~possible~~ that ~~regulations~~the ~~may~~market beand ~~enacted~~opportunity in the ~~future~~marijuana ~~that~~space ~~will~~continues ~~be directly applicable~~ to ~~our~~grow, ~~proposed~~we ~~business. We~~ cannot predict the ~~nature of any~~ future ~~laws,~~growth ~~regulations,~~rate ~~interpretations~~and orsize ~~applications,~~of ~~nor~~the ~~can~~market. weAny ~~determine~~negative ~~what~~outlook ~~effect~~on ~~additional~~the ~~governmental~~marijuana ~~regulations~~industry orwill ~~administrative~~adversely ~~policies~~affect ~~and procedures, when and if promulgated, could have on~~ our business operations.

~~FDA~~In ~~regulation~~addition, ofit ~~marijuana~~is ~~and~~believed by many that large well-funded businesses may have a strong economic opposition to the ~~possible~~cannabis ~~registration~~industry. We believe that the pharmaceutical industry clearly does not want to cede control of ~~facilities~~any ~~where~~product that could generate significant revenue. For example, medical marijuana will likely adversely impact the existing market for the current “marijuana pill” sold by the mainstream pharmaceutical industry, should marijuana displace other drugs or encroach upon the pharmaceutical industry’s products. The pharmaceutical industry is ~~grown~~well funded with a strong and experienced lobby that eclipses the funding of the medical marijuana movement. Any inroads the pharmaceutical industry could ~~negatively~~make ~~affect~~in halting the impending cannabis industry ~~which~~could ~~would~~have ~~directly~~a ~~affect~~detrimental impact on our ~~financial~~proposed ~~condition~~business.

~~Should~~Because ~~the federal government legalize~~ marijuana ~~for medical use, it~~ is ~~possible~~illegal ~~that the U.S. Food and Drug Administration (FDA) would seek to regulate it~~ under ~~the~~federal ~~Food~~law, Drug and Cosmetics Act of 1938. Additionally, the FDA may issue rules and regulations including cGMPs (certified good manufacturing practices) related to the growth, cultivation, harvesting and processing of medical marijuana. Clinical trials may be needed to verify efficacy and safety. It is also possible that the FDA would require that facilities where medical marijuana is grown be registered with the FDA and comply with certain federally prescribed regulations. In the event that some or all of these regulations are imposed, we docould ~~not know what the impact would~~ be onsubject ~~the medical marijuana industry, what costs, requirements and possible prohibitions may be enforced. If we or our tenants are unable~~ to ~~comply~~criminal ~~with the regulations~~ and orcivil ~~registration~~sanctions asfor ~~prescribed~~engaging ~~by the FDA, we and/or our tenants may be unable to continue to operate their and our business~~ in ~~its~~activities ~~current~~that ~~form~~violate orthose ~~at all~~laws.

~~Because~~The ~~our~~U.S. ~~business~~Government ~~model~~classifies ~~depends~~marijuana ~~upon~~as a schedule-I controlled substance. As a result, marijuana is an illegal substance under federal law. Even in those jurisdictions in which the ~~availability~~use of ~~private~~medical ~~financing~~marijuana has been legalized at the state level, ~~any~~its ~~change~~prescription is a violation of federal law. The United States Supreme Court has ruled in ~~our~~United ~~ability~~States v. Oakland Cannabis Buyers' Coop. and Gonzales v. Raich that it is the federal government that has the right to ~~raise~~regulate ~~money~~and ~~will~~criminalize ~~adversely~~cannabis, ~~affect~~even ~~our~~for ~~financial~~medical ~~condition~~purposes. Therefore, federal law criminalizing the use of marijuana pre-empts state laws that legalizes its use for medicinal purposes.

~~Our~~As ~~ability~~of toNovember ~~operate~~12, ~~laboratory~~2014, 22 states and ~~manufacturing~~the ~~facilities~~District of Columbia allow its citizens to use medical marijuana. Additionally, ~~engage~~voters in the ~~business~~states ~~activities~~of ~~that~~Colorado, weAlaska, ~~have~~Oregon ~~planned~~ and ~~achieve~~Washington ~~positive~~approved ~~financial~~ballot ~~performance~~measures ~~depends,~~to inlegalize ~~large~~cannabis ~~measure,~~for onadult ~~our~~use. ~~ability~~The tostate ~~obtain~~laws ~~financing~~are in ~~amounts~~conflict with the federal Controlled Substances Act, which makes marijuana use and onpossession ~~terms~~illegal ~~that~~on ~~are~~a ~~favorable~~national level. The ~~capital~~Obama ~~markets~~administration inhas ~~the~~effectively ~~United~~stated ~~States~~that ~~have~~it ~~recently~~is ~~undergone~~not aan ~~turbulent~~efficient ~~period~~use inof ~~which~~resources ~~lending~~to ~~was~~direct ~~severely~~law ~~restricted.~~federal ~~Although~~law ~~there~~enforcement ~~appears~~agencies to beprosecute ~~signs~~those ~~that~~lawfully ~~financial~~abiding ~~institutions~~by ~~are~~state-designated ~~resuming~~laws ~~lending~~allowing the use and distribution of medical marijuana. However, there is no guarantee that the ~~market~~administration ~~has~~will not ~~yet~~change ~~returned~~its tostated ~~its~~policy ~~pre~~regarding the low-~~2008~~priority ~~state~~enforcement of federal laws. ~~Obtaining~~Additionally, ~~favorable~~any ~~financing~~new administration that follows could change this policy and decide to enforce the federal laws strongly. Any such change in the federal government's enforcement of current ~~environment~~federal ~~remains~~laws ~~challenging~~could cause significant financial damage to us and our shareholders.

~~Because~~We wewill ~~are~~require ~~liable~~medical marijuana for ~~hazardous~~our ~~substances~~research onfacilities. ~~our~~Consequently ~~properties,~~we ~~environmental~~will ~~liabilities~~be ~~are~~required ~~possible~~to ~~and~~follow ~~can~~the bestrict ~~costly~~guidelines required by regulation for the management of our facilities.

~~Federal,~~Laws ~~state~~ and ~~local~~regulations ~~laws~~affecting ~~impose liability on a landowner for releases or~~ the ~~otherwise~~regulated ~~improper~~marijuana ~~presence~~industry onare ~~the~~constantly ~~premises of hazardous substances. This liability is without regard to fault for~~changing, orwhich ~~knowledge~~could ~~of,~~detrimentally ~~the~~affect presence of such substances. A landowner may be held liable for hazardous materials brought onto a property before it acquired title and for hazardous materials that are not discovered until after it sells the property. Similar liability may occur under applicable state law. Sellers of properties may make only limited representations as to the absence of hazardous substances. If any hazardous materials are found within our ~~properties~~proposed ~~in violation of law at any time~~operations, ~~we may be liable for all cleanup costs, fines, penalties~~ and ~~other costs. This potential liability will continue after~~ we ~~sell the properties and may apply to hazardous materials present within the properties before we acquire the properties. If losses arise from hazardous substance contamination which~~ cannot bepredict ~~recovered from a responsible party,~~ the ~~financial~~impact ~~viability of the properties may be adversely affected. It is possible~~ that wefuture ~~will~~regulations ~~purchase properties with known or unknown environmental problems which~~ may ~~require~~have ~~material~~on ~~expenditures for remediation~~us.

16Local, state and federal medical marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on its operations. In addition, it is possible that regulations may be enacted in the future that will be directly applicable to our proposed business. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

~~Because we may not be adequately insured, we could experience significant liability for uninsured events.~~ 15

~~While~~FDA weregulation ~~intend~~of tomarijuana ~~carry comprehensive insurance on our properties, including fire, liability~~ and ~~extended~~the ~~coverage~~possible ~~insurance,~~registration ~~there~~of ~~are~~facilities ~~certain~~where ~~risks~~medical ~~that~~marijuana ~~may~~is begrown ~~uninsurable~~could ornegatively ~~not~~affect insurable on terms that management believes to be economical. For example, management may not obtain insurance against floods, terrorism, mold-related claims, or earthquake insurance. If such an event occurs to, or causes the ~~damage~~cannabis orindustry ~~destruction~~which ~~of,~~would adirectly ~~property,~~affect weour ~~could suffer~~ financial ~~losses~~condition.

Should the federal government legalize marijuana for medical use, it is possible that the U.S. Food and Drug Administration (FDA) would seek to regulate it under the Food, Drug and Cosmetics Act of 1938. Additionally, the FDA may issue rules and regulations including cGMPs (certified good manufacturing practices) related to the growth, cultivation, harvesting and processing of medical marijuana. Clinical trials may be needed to verify efficacy and safety. It is also possible that the FDA would require that facilities where medical marijuana is grown be registered with the FDA and comply with certain federally prescribed regulations. In the event that some or all of these regulations are imposed, we do not know what the impact would be on the medical marijuana industry, what costs, requirements and possible prohibitions may be enforced. If we or our tenants are ~~found~~unable ~~non-compliance~~to comply with the ~~Americans~~regulations ~~with~~and ~~Disabilities~~or ~~Act~~registration as prescribed by the FDA, we ~~will~~and/or our tenants may be ~~subject~~unable to ~~significant~~continue ~~liabilities~~to operate their and our business in its current form or at all.

IfBecause ~~any of~~ our ~~properties~~business ~~are~~model ~~not~~depends inupon ~~compliance with~~ the ~~Americans~~availability ~~with Disabilities Act~~ of ~~1990,~~private ~~as amended (the “ADA”)~~financing, ~~we may be required to pay for~~ any ~~required~~change improvements. Under the ADA, public accommodations must meet certain federal requirements related to access and use by disabled persons. The ADA requirements could require significant expenditures and could result in ~~the~~our ~~imposition~~ability ~~of fines or an award of damages~~ to ~~private~~raise ~~litigants.~~money ~~We cannot assure that ADA violations do not or~~ will ~~not~~adversely ~~exist~~affect ~~at any of~~ our ~~properties~~financial condition.

~~The~~Our ~~following~~ability ~~table~~to ~~provides~~operate ~~selected~~laboratory and manufacturing facilities, engage in the business activities that we have planned and achieve positive financial ~~data~~performance ~~about~~depends, in large measure, on our ~~company~~ability ~~for~~to obtain financing in amounts and on terms that are favorable. The capital markets in the ~~three~~United ~~month~~States ~~ended~~have ~~March~~recently ~~31,~~undergone ~~2015~~a ~~and~~turbulent ~~December~~period 31in which lending was severely restricted. Although there appears to be signs that financial institutions are resuming lending, ~~2014~~the market has not yet returned to its pre-2008 state. Obtaining favorable financing in the current environment remains challenging.

Balance Sheet Data	March 31,2015			December 31,2014
Cash	$	94		$	128
Liabilities	$	627,418		$	794,638
Stockholders' Deficit	$	(627,324	)	$	(794,510	)

Because we are liable for hazardous substances on our properties, environmental liabilities are possible and can be costly.

~~LIQUIDITY~~Federal, ~~AND~~state ~~CAPITAL~~and ~~RESOURCES~~local laws impose liability on a landowner for releases or the otherwise improper presence on the premises of hazardous substances. This liability is without regard to fault for, or knowledge of, the presence of such substances. A landowner may be held liable for hazardous materials brought onto a property before it acquired title and for hazardous materials that are not discovered until after it sells the property. Similar liability may occur under applicable state law. Sellers of properties may make only limited representations as to the absence of hazardous substances. If any hazardous materials are found within our properties in violation of law at any time, we may be liable for all cleanup costs, fines, penalties and other costs. This potential liability will continue after we sell the properties and may apply to hazardous materials present within the properties before we acquire the properties. If losses arise from hazardous substance contamination which cannot be recovered from a responsible party, the financial viability of the properties may be adversely affected. It is possible that we will purchase properties with known or unknown environmental problems which may require material expenditures for remediation.

~~Our~~Because ~~cash~~we ~~balance~~may atnot ~~March 31, 2015 was $94 with outstanding liabilities of $627,418. Management believes our current cash balance will~~ be ~~unable~~adequately ~~to sustain operations for the next 12 months. We will be forced to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed~~insured, we ~~will~~could ~~not~~experience besignificant ~~able~~liability tofor ~~complete~~uninsured ~~our business plan~~events. ~~We are a development stage company and have generated no revenue to date.~~

~~PLAN~~While OFwe ~~OPERATION~~intend to carry comprehensive insurance on our properties, including fire, liability and extended coverage insurance, there are certain risks that may be uninsurable or not insurable on terms that management believes to be economical. For example, management may not obtain insurance against floods, terrorism, mold-related claims, or earthquake insurance. If such an event occurs to, or causes the damage or destruction of, a property, we could suffer financial losses.

~~Our~~If ~~cash~~we ~~balance~~are isfound ~~$94~~non-compliance aswith ~~of March 31, 2015. We believe our cash balance is insufficient to fund our levels of operations for~~ the ~~next~~Americans ~~twelve~~with ~~months.~~Disabilities ~~As a result we will be forced to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed~~Act, we will ~~not~~ be ~~able~~subject to ~~complete~~significant ~~our business plan~~liabilities. ~~We have generated no revenue to date.~~

~~This~~If ~~means~~any ~~that~~of ~~there~~our isproperties ~~substantial~~are ~~doubt~~not ~~that~~in wecompliance ~~can~~with ~~continue~~the Americans with Disabilities Act of 1990, as anamended ~~on-going~~(the ~~business~~“ADA”), we may be required to pay for any required improvements. Under the ~~next~~ADA, ~~twelve~~public ~~months~~accommodations ~~unless~~must wemeet ~~obtain~~certain ~~additional~~federal ~~capital~~requirements related to ~~pay~~access ~~our~~and ~~bills~~use by disabled persons. ~~This~~The isADA ~~because~~requirements wecould ~~have~~require ~~generated~~significant ~~minimal~~expenditures ~~revenues~~and could result in the imposition of fines or an award of damages to ~~date~~private litigants. ~~There~~We iscannot noassure ~~assurance~~that weADA violations do not or will ~~ever~~not ~~achieve~~exist ~~profitability~~at any of our properties.

1716

~~OFF-BALANCE~~The ~~SHEET~~following ~~ARRANGEMENTS~~table provides selected financial data about our company for the six months ended June 30, 2015 and December 31, 2014.

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

	June 30, 2015			December 31, 2014
Balance Sheet Data
Cash	$	8,990		$	128
Liabilities	$	958,440		$	794,638
Stockholders' Deficit	$	(940,283	)	$	(794,510	)

~~CRITICAL~~LIQUIDITY ~~ACCOUNTING~~AND ~~POLICIES~~CAPITAL RESOURCES

InOur ~~June~~cash ~~2014,~~balance ~~the~~at ~~Financial~~June ~~Accounting~~30, ~~Standards~~2015 ~~Board~~was ~~issued Accounting Standards Update No. 2014-10~~$8,990 ~~which~~with ~~eliminated~~outstanding ~~certain~~liabilities ~~financial reporting requirements~~ of ~~companies previously identified as “Development Stage Entities” (Topic 915)~~$958,440. ~~The~~Management ~~amendments~~believes inour ~~this~~current ~~ASU~~cash ~~simplify~~balance ~~accounting~~will ~~guidance~~be byunable ~~removing~~to ~~all~~sustain ~~incremental~~operations ~~financial reporting requirements~~ for ~~development~~the ~~stage~~next ~~entities~~12 months. ~~The~~We ~~amendments~~will ~~also~~be ~~reduce~~forced ~~data maintenance and, for those entities subject~~ to ~~audit,~~raise ~~audit~~additional ~~costs~~funds by ~~eliminating~~issuing ~~the~~new ~~requirement~~debt ~~for~~or ~~development~~equity ~~stage~~securities ~~entities~~or tootherwise. ~~present~~If ~~inception-to-date~~we ~~information~~fail into ~~the~~raise ~~statements~~sufficient ofcapital ~~income,~~when ~~cash flows~~needed, ~~and~~we ~~shareholder~~will ~~equity.~~not ~~Early~~be ~~application~~able ofto ~~each~~complete ofour ~~the~~business ~~amendments~~plan. isWe ~~permitted~~are ~~for~~a ~~any~~development ~~annual~~stage ~~reporting~~company ~~period~~and ~~or interim period for which the entity’s financial statements~~ have ~~not~~generated ~~yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will~~ no ~~longer~~revenue ~~present~~to ~~or disclose any information required by Topic 915~~date. ~~The Company has adopted this standard.~~

PLAN OF OPERATION

Our cash balance is $8,990 as of June 30, 2015. We believe our cash balance is insufficient to fund our levels of operations for the next twelve months. As a result we will be forced to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. We have generated no revenue to date.

This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated minimal revenues to date. There is no assurance we will ever achieve profitability.

OFF-BALANCE SHEET ARRANGEMENTS

CRITICAL ACCOUNTING POLICIES

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.

In June 2014, the FASB issued an accounting standard which provides new guidance that requires share-based compensation to meet a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 201412 is not expected to have a material impact on our financial position or results of operations.

In August 2014, the FASB issued an accounting standard that requires 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 standard (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 standard in this Update is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of ASU 201415 is not expected to have a material impact on our financial position or results of operations.

In November 2014, the FASB issued new guidance for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. The adoption of ASU 201416 is not expected to have a material impact on our financial position or results of operations.

In November 2014, the FASB issued guidance to provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The amendments in this Update are effective on November 18, 2014. The adoption of ASU 201417 is not expected to have a material impact on our financial position or results of operations.

During the second quarter of 2015, the Company adopted guidance codified in ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs. The guidance simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs is not affected. Therefore, these costs will continue to be amortized as interest expense using the effective interest method pursuant to ASC 835-30-35-2 through 35-3. The Company elected to early adopt the requirements of ASU 2015-03 effective during the second quarter ended June 30, 2015 and applied this guidance retrospectively to all prior periods presented in the Company's financial statements. The reclassification does not impact net income (loss) as previously reported or any prior amounts reported on the Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income (Loss) or the Consolidated Statements of Cash Flows.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE 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 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

As of ~~March~~June 3130, 2015, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer), and our chief financial officer (also our principal financial and accounting officer) of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our President and Chief Financial Officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our corporate reporting as of the end of the period covered by this Quarterly Report due to certain deficiencies that existed in the design or operation of our internal controls over financial reporting as disclosed below and that may be considered to be material weaknesses.

CHANGES IN INTERNAL CONTROLS.

There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter 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 a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

On April 1, 2014 our Chief Financial Officer and Director Hermander Rai resigned, consequently Mr. Hapreet Sanga, the Company’s President, took over the Chief Financial Officer position as well.

On September 8, 2014 Louis Bobadilla III resigned as a director of the Company.

On May 8, 2015 the Board of Directors of the Company has appointed David Alexander as a chief financial officer, effective immediately. Mr. Alexander is a Chartered Accountant with over 25 years’ experience in providing audit, accounting, and consulting services to both private and public companies. Currently, Mr. Alexander is a director of Xterra Building Systems Inc. Based upon the aforementioned background and experience, Company principals believe that Mr. Alexander is eminently qualified to discharge the duties required for the directorship of the Company.

On May 8, 2015, the Board of Directors of the Company has appointed John M. E. Percival to its Board of Directors and Head of Strategic Business Development. Mr. Percival brings over 20 years of Investment Banking, Corporate Finance and Strategic planning success to Verde. Mr. Percival was previously General Manager of Investments at Barclays Bank New Zealand Ltd., where he was responsible for the management of nearly a $500 million in superannuation and private funds.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation – Filed by Form SB-1 on March 30, 2007
3.2		Bylaws - – Filed by Form SB-1 on March 30, 2007
10.1		Lease Acquisition Agreement between the Company and Fredco LLC filed on August 26, 2009, and has been incorporated herein by reference.
10.2		Lease Acquisition Agreement filed on September 9, 2009 and has been incorporated herein by reference.
10.3		Drilling and Participation Agreement filed on May 27, 2014 and has been incorporated herein by reference.
10.4		Farmout and Acquisition Agreement filed on May 17, 2012 and has been incorporated herein by reference.
10.5		Drilling and Participation Agreement filed on May 27, 2014 and has been incorporated herein by reference.
10.6		Consulting Agreement filed on June 7, 2014 and has been incorporated herein by reference.
10.7		Asset Transfer and Liability and Assumption Agreement filed on June 12, 2014 and has been incorporated herein by reference.
10.8		Consulting Agreement filed on July 15, 2014 and has been incorporated herein by reference.
10.9		Financial Participation Agreement filed on August 6, 2014 and has been incorporated herein by reference.
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-OxleyAct of 2002.
31.2		Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-OxleyAct of 2002.
32.1		Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.2		Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code of the Sarbanes-Oxley Act of 2002 filed herewith.
101		Interactive data files pursuant to Rule 405 of Regulation ST.

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Verde Science Inc.
	Verde Science, Inc.
Date: May 26, 2015	By:	/s/ Harpreet Sanga
Date: September 11, 2015	By:	/s/ Harpreet Sangha
		Harpreet Sangha,
		Harpreet Sangha
		President and Director(Principal Executive Officer)
		President and Director (Principal Executive Officer)
	By:	/s/ David Alexander
		David Alexander
		Chief Financial Officer(Principal Financial Officer andPrincipal Accounting Officer)

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