U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2015~~2016

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

For the transition period from ______________ to ______________

Commission File Number: 000-49648

NIGHTCULTURE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		73-1554122
(State of Incorporation)		(IRS Employer Identification No.)

6400 Richmond Avenue, Houston, TX		77057
(Address of Principal Executive Offices)		(Zip Code)

(832) 535-9070

(Registrant's Telephone Number)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, non-accelerated filer, or a smaller reporting company.

Large ~~accelerated filer ¨~~ Accelerated ~~filed~~Filer ¨ Non-accelerated ~~filer~~Filer ¨ Accelerated Filer ¨ Smaller reporting company x

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

As of May 16, 2016, the Registrant had 99,999,990 shares of common stock issued and outstanding.

As of November 23, 2015, the Registrant had 99,999,990 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statement		3
	Consolidated Balance Sheets as of September 30, 2015 (Unaudited) and December 31, 2014			3
	Unaudited Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015	3
	Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2015 and 2014			4
	Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2016 and 2015	4
	Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014			5
	Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2016 and 2015	5
	Notes to Unaudited Consolidated Financial Statements	6		6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11		10
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	14		14
Item 4.	Controls and Procedures	14		15
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	15		16
Item 1A.	Risk Factors	15		16
Item 2.	Unregistered Sales of Equity and Use of Proceeds	15		16
Item 3.	Default upon Senior Securities	15		16
Item 4.	Mine Safety Information	15		16
Item 5.	Other Information	15		16
Item 6.	Exhibits	16		17
SIGNATURES		17		18

PART I – FINANCIAL INFORMATION

ITEM: 1: FINANCIAL STATEMENT

NIGHTCULTURE, INC.

CONSOLIDATED BALANCE SHEETS

	September 30,2015			December 31,2014
	Unaudited
ASSETS
Current assets:
Cash and cash equivalents	$	339,200		$	64,293
Receivables		9,250			700
Inventory		9,558			37,332
Prepaid		90,000			--
Total current assets		448,008			102,325
Fixed assets, net of accumulated depreciation of $124,305 and $72,774		115,614			167,145
Intangible assets, net of accumulated amortization of $131,032 and $101,560		265,304			294,776
Total assets	$	828,926		$	564,246
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expense	$	584,264		$	429,278
Accrued interest		104,861			89,063
Accrued salaries - related parties		180,685			375,000
Advances from related parties		16,666			47,060
Derivative liability		642,461			1,437,676
Notes payable, net of unamortized debt discount of $2,692 and $0		152,917			--
Short term lease obligations		35,557			61,946
Convertible debentures, net of unamortized discounts of $0 and $101,697		421,260			319,563
Total current liabilities		2,138,671			2,759,586
Note payable		201,217			--
Long term lease obligations		54,102			74,634
Total liabilities		2,393,990			2,834,220
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 authorized, none issued and outstanding		--			--
Common stock, $0.001 par value, 500,000,000 authorized, 99,999,990 and 65,958,931 issued and outstanding, respectively		100,000			65,959
Additional paid-in capital		6,024,573			5,678,239
Accumulated deficit		(7,689,637	)		(8,014,172	)
Total stockholders' deficit		(1,565,064	)		(2,269,874	)
Total liabilities and stockholders' deficit	$	828,926		$	564,246

(Unaudited)

	March 31, 2016			December 31, 2015
ASSETS
Current assets:
Cash	$	133,679		$	13,865
Receivables		57,659			35,409
Inventory		6,000			2,640
Other current assets		4,408			3,258
Total current assets		201,746			55,172

Fixed assets, net of accumulated depreciation of $169,605 and $140,223, respectively		381,152			401,522
Intangible assets, net of accumulated amortization of $150,680 and $140,856, respectively		245,656			255,480

Total assets	$	828,554		$	712,174

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expense	$	2,038,444		$	2,209,578
Accrued Interest		6,650			--
Deferred income		942			942
Accrued salary - related parties		170,685			170,685
Advances - related parties		--			1,190
Derivative liabilities		981,330			1,005,429
Notes payable		426,826			269,333
Short term lease obligation		31,731			31,731
Convertible debt		531,387			531,387
Total current liabilities		4,187,995			4,220,275
Long term liabilities:
Long term lease obligation		40,414			47,258
Total liabilities		4,228,409			4,267,533

Stockholders' deficit:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 issued and outstanding		--			--
Common stock, $0.001 par value; 500,000,000 shares authorized; 99,999,990 issued and outstanding		100,000			100,000
Additional paid-in capital		6,024,573			6,024,573
Accumulated deficit		(9,524,428	)		(9,679,932	)
Total stockholders' deficit		(3,399,855	)		(3,555,359	)

Total liabilities and stockholders' deficit	$	828,554		$	712,174

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

NIGHTCULTURE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	Three Months EndedMarch 31,
	September 30,						September 30,
	2016			2015
	2015			2014			2015			2014
Revenue	$	1,464,999		$	1,170,084
Revenue	$	1,157,413		$	1,396,015		$	4,623,232		$	4,316,517
Direct costs		778,779			686,331
Direct costs		877,636			950,692			3,304,415			2,548,596
Gross profit		686,220			483,753
Gross profit		279,777			445,323			1,318,817			1,767,921
Operating expenses:
Operating expenses:
Depreciation and amortization		39,206			27,444
Depreciation and amortization expense		26,118			27,444			81,003			51,012
General and administrative expenses		494,144			561,441
General and administrative expense		596,117			596,664			1,604,411			1,918,346
Total operating expenses		533,350			588,885
Total operating expenses		622,235			624,108			1,685,414			1,918,358
Income (loss) from operations		152,870			(105,132	)
Loss from operations		(342,458	)		(178,785	)		(366,597	)		(201,437	)
Other income (expense)
Other income (expense)
Interest expense		(21,465	)		(53,680	)
Gain on debt forgiveness and settlement		--			--			--			190,000
Gain on change in fair value of derivative liabilities		24,099			955,266
Gain on accounts payable written-off		64,575			--			64,575			--
Total other income		2,634			901,586
Interest expense		(55,289	)		(49,871	)		(168,658	)		(180,491	)
Net income	$	155,504		$	796,454
(Loss) Gain on change in fair value of derivative liabilities		208,977			6,536			795,215			(141,254	)
Net (loss) income per share: Basic	$	0.00		$	0.01
Other expense		--			(185	)		--			(1,290	)
Net (loss) income per share: Diluted	$	0.00		$	(0.00	)
Total other income (expense)		218,263			(43,520	)		691,132			(133,035	)
Weighted average number of common shares outstanding:
Net (loss) income	$	(124,195	)	$	(222,305	)	$	324,535		$	(334,472	)
Basic		99,999,990			65,958,931
Net (loss) income per share: Basic	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.01	)
Diluted		384,032,647			103,120,033
Net (loss) income per share: Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average number of common shares outstanding:
Basic		99,999,990			65,958,931			81,670,189			63,908,937
Diluted		99,999,990			65,958,931			182,846,799			63,908,937

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

NIGHTCULTURE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2015			2014
	2016			2015
Cash flows from operating activities:
Net (loss) income	$	324,535		$	(334,472	)
Net income	$	155,504		$	796,454
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash used in
Depreciation and amortization expense		81,003			51,012
operating activities:
Amortization of debt discounts		104,005			147,417
Depreciation and amortization		39,206			27,444
Loss (Gain) on change in fair value of derivative liabilities		(795,215	)		141,254
Amortization of debt discounts		--			33,993
Write-off of indemnification asset		--			76,921
Gain on change in fair value of derivative liabilities		(24,099	)		(955,266	)
Gain on settlement of liabilities		--			(150,000	)
Gain on accounts payable written-off		(64,575	)		--
Gain on debt forgiveness		--			(40,000	)
Changes in operating assets and liabilities:
Accounts receivable		(822,~~550~~250	)		~~44,298~~700
Inventory		27(3,~~774~~360	)		~~(11~~14,~~858~~178	)
Accrued salaries to related parties		~~139,000~~--			~~144~~48,000
Deferred revenue		--			(426,~~500~~021	)
Prepaid expense		(90,000	)		--
Other current assets		(1,150	)		--
Accounts payable and accrued expense		~~235~~(164,~~359~~484	)		(60,~~480~~934	)
Net cash provided by (used in) operating activities		(46,664	)		124,552
Net cash used in operating activities		(20,633	)		(69,410	)
Cash flows used in investing activities
Purchase of intangible assets		--			(20,000	)
Cash paid for fixed assets		(9,012	)		--
Cash paid for fixed assets		--			(78,653	)
Net cash used in investing activities		(9,012	)		--
Net cash used in investing activities		--			(98,653	)
Cash flows from financing activities
Proceeds from notes payable		351,826			--
Advances from related parties		--			50,000
Bank indebtedness		--			(15,010	)
Repayments of related party advances		(1,190	)		(2,381	)
Advances from related parties		50,000			24,560
Proceeds on notes payable		200,000			--
Advances from working capital loan		--			50,000
Repayments of notes payable		(42,507	)		--
Repayment of loans payable		--			(23,092	)
Repayments of lease obligation		(6,844	)		(18,947	)
Repayment of related party advances		(33,334	)		--
Net cash flows provided by financing activities		149,459			28,672
Repayment of lease obligation		(46,921	)		--
Net increase (decrease) in cash		119,814			(40,738	)
Net cash flows provided by financing activities		321,571			36,458
Cash – beginning of period		13,865			64,293
Net increase in cash		274,907			62,357
Cash – end of period	$	133,679		$	23,555
Cash – beginning of period		64,293			52,691
Cash – end of period	$	339,200		$	115,048
SUPPLEMENT DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	5114,~~164~~815		$	1714,~~048~~421
Income taxes paid	$	--		$	--
NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for related parties advances and accrued salaries	$	380,375		$	--
Derivative write-off due to conversion of debt	$	--		$	142,242
Derivative write-off due to warrant exercises	$	--		$	432,798
Common stock issued for exercise of warrants	$	--		$	1,950
Common stock issued for conversion of convertible debt	$	--		$	78,740
Common stock for settlement of debt	$	--		$	150,000
Purchase of fixed assets through loans	$	--		$	123,992

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

NIGHTCULTURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Organization

NightCulture, Inc. (the "Company") is incorporated under the laws of the State of Nevada. The Company operates in the event promotion business.

The Company was originally incorporated as Texxon, Inc. on October 6, 1998, under the laws of the State of Oklahoma. From inception until 2011, the Company pursued various business plans under multiple names, made an acquisition pursuant to a share exchange and carried out multiple reverse stock splits. From March 2009 until July 31, 2011, the Company operated under the name XXX Acquisition Corp and conducted no operations other than seeking a business to acquire. Since completion of an exchange in July 2011, the Company has been engaged in the event promotion business. In August 2011, the Company changed its name to NightCulture, Inc. and carried out an 8-for-1 forward stock split. In May 2012, the Company acquired Stereo Live, a related event venue operator, as a wholly-owned subsidiary. In September 2012, the Company acquired the assets of Full Access, an event promotion operator in Dallas, Texas.

On ~~June19~~January 30, ~~2015~~2016 the Company ~~amended~~formed ~~its~~a ~~articles~~wholly ofowned ~~incorporation~~subsidiary toStereo ~~increase~~Live ~~the~~Dallas, ~~authorized~~LLC. ~~shares~~The Company was formed for the purpose of ~~common~~leasing ~~stock~~a ~~from~~venue ~~100~~in Dallas,~~000,000~~ toTX. ~~500~~The subsidiary is consolidated into the financials of the parent NightCulture,~~000,000~~ Inc.

~~The~~Basis ~~accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end December 31, 2014 as reported on Form 10-K, have been omitted. Presentation

~~NOTE~~The 2accompanying –unaudited ~~GOING~~interim ~~CONCERN~~consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end December 31, 2015 as reported on Form 10-K, have been omitted.

AsBasic ~~shown in the accompanying financial statements, the Company has negative working capital of $1,690,663~~ and anDiluted ~~accumulated~~Earnings ~~deficit~~(Loss) ofper $7,689,637 as of September 30, 2015. The Company's ability to generate net income and positive cash flows is dependent on the ability to grow its operations as well as the ability to raise additional capital. Management is following strategic plans to accomplish these objectives, but success is not guaranteed. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.Share

The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share are computed by dividing income (loss) available to common stockholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the outstanding warrants for the three months ended March 31, 2016 and 2015 was 18,339,157 and 10,647,581 shares, respectively. The dilutive effect of the outstanding convertible for the three months ended March 31, 2016 and 2015 was 265,693,500 and 26,513,521 shares, respectively.

NOTE 2 – GOING CONCERN

As shown in the accompanying financial statements, the Company has negative working capital of $3,986,249 and an accumulated deficit of $9,524,428 as of March 31, 2016. The Company's ability to generate net income and positive cash flows is dependent on the ability to grow its operations as well as the ability to raise additional capital. Management is following strategic plans to accomplish these objectives, but success is not guaranteed. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

NOTE 3 – DERIVATIVE INSTRUMENTS

During 2012 the Company issued instruments that require liability classification under ASC 815. These instruments are measured at fair value at the end of each reporting period.

As defined in FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy are as follows:

Level 1 - –Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.Level 3 - –Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value.

The following table sets forth by level within the fair value hierarchy the Company's financial assets and liabilities that were accounted for at fair value as September 30, 2015 and December 31, 2014:

Recurring Fair Value Measures	Level 1		Level 2		Level 3		Total
LIABILITIES:
Derivative liabilities as of September 30, 2015		--		--	$	642,461	$	642,461
Derivative liabilities as of December 31, 2014		--		--	$	1,437,676	$	1,437,676

The below table represents the change in the fair value of the derivative liabilities during the nine months ended September 30, 2015:

Fair value of derivatives, December 31, 2014	$	1,437,676
Change in fair value of derivative liability		(795,215	)
Fair value of derivatives, September 30, 2015	$	642,461

The following table sets forth by level within the fair value hierarchy the Company's financial assets and liabilities that were accounted for at fair value as March 31, 2016 and December 31, 2015:

Recurring Fair Value Measures	Level 1		Level 2		Level 3		Total
LIABILITIES:
Derivative liabilities as of March 31, 2016		--		--	$	981,330	$	981,330
Derivative liabilities as of December 31, 2015		--		--	$	1,005,429	$	1,005,429

The below table represents the change in the fair value of the derivative liabilities during the nine months ended March 31, 2016:

Fair value of derivatives, December 31, 2015	$	1,005,429
Change in fair value of derivative liability		(24,099	)
Fair value of derivatives, March 31, 2016	$	981,330

NOTE 4 – RELATED PARTY TRANSACTIONS

During the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2015 the Company received a loan from a director of the Company of $50,000. The loan is payable over 42 weekly payments of $1,547.62 per week. The ~~company~~Company ~~has~~ made ~~payment~~payments of $331,~~334~~190 ~~toward~~towards the ~~principal~~loan ~~balance~~ during the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016. As of March 31, 2016 the loan was paid in full.

OnAs ~~May~~of ~~27,~~March ~~2015~~31, ~~the~~2016 ~~Company~~and ~~issued~~December 3431,~~041,059~~ ~~shares of common stock to two related parties in satisfaction of $47~~2015,~~060~~ ofthe ~~related~~Company ~~party~~had ~~advances and $333,315 of~~ accrued salaries. ~~The~~owed ~~shares were determined~~ to ~~have~~related aparties ~~fair value~~ of $~~309~~170,~~774~~685 ~~based~~and ~~on the stock price on issuance date. The~~ $70170,~~601~~685, ~~excess of debt amount satisfied over the fair value of the stock issued is recorded as additional paid in capital~~respectively.

As of September 30, 2015 and December 31, 2014, total advances owed to related parties were $16,666 and $47,060, respectively. The advances, other than the $50,000 loan noted above, bear no interest and are payable on demand.

As of September 30, 2015 and December 31, 2014, the Company had accrued salaries owed to related parties of $180,685 and $375,000, respectively.

NOTE 5 – DEBT

Notes Payable

On ~~August~~September 311, 2015 the Company issued a note topayable ~~an individual~~ for $55301,~~000~~826 ~~from~~ which ~~the~~matures ~~Company~~on ~~received~~September ~~$50~~1,~~000~~ ~~in cash~~2018. The $note bears an interest rate of 5~~,000~~% ~~difference~~per ~~between~~annum and is secured by the ~~debt~~fixtures ~~principal~~and ~~amount~~equipment of the Company and ~~cash~~guaranteed ~~received~~by the principals of the Company. Effective October 1 2015, the Company will make 36 monthly payments of $9,055.91, which includes principal and interest is ~~recorded~~payable asto ~~original~~the ~~issuance~~note ~~discount~~holder. The ~~note~~Company ~~matures~~must maintain a debt coverage ratio of 1:25 to 1 on ~~November~~a ~~15,~~trailing ~~2015~~four quarter basis. The debt coverage ratio is defined as the net income of the Company ~~amortized~~less ~~$2,308~~any gains or losses of derivatives divided by the ~~$5,000~~principal ~~original~~and ~~issuance~~interest ~~discount~~payments made or to be made during the period being measured. As of March 31, 2016, the Company is not in compliance with the debt coverage ratio requirement. When the note becomes in default, the interest rate will increase to the lesser of 18% per annum or the maximum rate permitted by law. During the three months ended ~~September~~March 3031, ~~2015~~2016, the Company made $27,168 payment under the note, including $22,782 principal and $4,386 interest. As of March 31, 2016 the ~~remaining~~balance ~~unamortized~~due ~~discount~~on isthe note was $2246,~~692~~551, which was presented as short term notes payable on the face of ~~September~~balance ~~30,~~sheets ~~2015~~due to the Company's default on the debt coverage ratio.

On February 25, 2016 the Company's subsidiary, Stereo Live, opened a $200,000 Merchant loan with American Express. Under the terms of the loan Stereo Live paid an 8% loan fee and will repay the note at the rate of $18,000 per month for 12 months for total repayments of $216,000.The interest rate of the debt is 15% per year and the note is due by February, 24, 2017. During the three months ended March 31, 2016, the Company made $19,725 towards the principal. As of March 31, 2016 the outstanding balance due on the note was $180,275.

On September 1, 2015 the Company issued a note payable for $301,826 which matures on September 1, 2015. The note bears an interest rate of 5% per annum and is secured by the fixtures and equipment of the Company and guaranteed by the principals of the Company. Effective October 1 2015, the Company will make 36 monthly payments of $9,055.91, which includes principal and interest is payable to the note holder. The Company must maintain a debt coverage ratio of 1:25 to 1 on a trailing four quarter basis. The debt coverage ratio is defined as the net income of the Company less any gains or losses of derivatives divided by the principal and interest payments made or to be made during the period being measured. When the note becomes in default, the interest rate will increase to the lesser of 18% per annum or the maximum rate permitted by law. As of September 30, 2015 the balance due on the note was $301,826, with $100,609 recorded as short term note payable and the balance of $201,217 recorded as long term note payable.

Convertible Debentures

On September 12, 2012 the Company issued $500,000 of convertible debentures maturing on September 11, 2015. The 2012 Debentures accrue interest at 5% per annum with a default rate of 12% per annum. The 2012 Debentures are convertible into common stock of the Company at 50% of the average closing price of the 20 day trading price ending prior to the date of conversion into the Company common stock. The convertible debt is in default as of September 30, 2015. As of September 30, 2015 and December 31, 2014, the outstanding principal balance under this convertible debt was $421,260 and $421,260, respectively. The embedded conversion option in these convertible debentures was accounted for as a derivative liability (see Note 3). As of September 30, 2015 and December 31, 2014, the unamortized discount on these convertible notes associated with the derivative liability was $0 and $101,697, respectively. During the nine months ended September 30, 2015, amortization of the discount totaled $101,697.

Convertible Debentures

Lease Obligations

On July 2, 2014, Stereo Live, a subsidiary of the Company, entered into credit line facility and three equipment leases. The terms of the credit facilities and leases are as follows:

1. A $50,000 loan that is paid back to the lender at the rate of $273.81 per business day for 252 days for total payment of $69,000.12 including the $50,000 in principal and $19,000.12 in total interest. As of September 30, 2015 the balance of the note was $3,826;2. ·An equipment lease of $32,799.75 payable over 48 months at $1,024.47 per month for total payment of $49,174.56 including the principal amount of $32,799.75 and interest of $16,374.81. ~~As of September 30, 2015, the balance of the note was $24,764;3.~~ ·An equipment lease of $58,942 payable over 48 months at $1,780.05 per month for total payment of $85,442.40 including the principal amount of $58,942 and interest of $26,500.40~~. As of September 30, 2015, the balance of the note was $42,625~~;4. ·An equipment lease of $32,250 payable over 44 months at $1,092.23 per month for total payments of $48,058.12 including the principal amount of $32,250 and interest of $15,808.12. ~~As of September 30, 2015, the balance of the note was $18,444.~~

The Company had accounted for the above transaction under ASC 640 - 30 "Capital Leases". The Company has made payment of $466,~~921~~844 toward the principal balance during the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016. As of ~~September~~March 3031, ~~2015~~2016 the balance due on the leases was $8972,~~659~~145, with $3531,~~557~~731 recorded as short term lease obligations and the balance of $5440,~~102~~414 recorded as long term lease obligations.

The note and the leases are personally guaranteed by principals of the Company.

NOTE 6 - WARRANTS

As of September 30, 2015, the Company had 25,000,000 warrants outstanding entitling the holder to purchase up to 25,000,000 shares of the Company common stock at 50% of the average closing price of the 20 day period ending one day prior to exercising the warrants. The warrant holder may exercise these warrants on or before December 31, 2015.

The following table summarizes the warrant activity during the nine months ended September 30, 2015:

					Weighted
			Weighted		Average
			Average		Remaining		Number of
			Exercise		Contract		Warrants		Intrinsic
	Warrants		Price		Life		Exercisable		Value
Outstanding and exercisable at December 31, 2014		25,000,000	$	0.01		1.00		25,000,000	$	490,688
Granted		--		--		--		--		--
Exercised		--		--		--		--		--
Forfeited or Cancelled		--		--		--		--		--
Outstanding and exercisable at September 30, 2015		25,000,000		0.006		0.25		25,000,000	$	104,344

NOTE 7 – LITIGATION

On October 21, 2014, a civil case # 2014-56915 was entered in the District Court in Harris County, Texas against Stereo Live. The complaint claims an individual served liquor by the staff of Stereo Live was involved in accident causing damages to the plaintiff who is seeking damages between $200,000 and $1,000,000. At the date of the incident, Stereo Live had enforce an insurance policy covering this incident with aggregate coverage of $2,000,000 and individual coverage up to $1,000,000 for such occurrence. The insurance company is defending the suit under the terms of the policy so the Company has not incurred or accrued any liability as it believes it is fully covered under the insurance policy.

NOTE 8 – SETTLEMENT OF AP LIABILITIES

During the nine months ended September 30, 2015, the Company wrote off $64,575 of accounts payable that had been incurred in a predecessor company. The Company had determined these accounts held by the creditors had passed the statutes of limitation. Prior to writing off the accounts payable, the Company requested and received an opinion of independent counsel determining the accounts had passed the statutes of limitation and the collection of the amount were not enforceable by any of the creditors.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

On March 1, 2016 a subsidiary of the Company (Stereo Live) sign a five year lease for a 14,000 square foot venue at 2711 Storey Dallas, TX. Under the terms of the lease the monthly cost including rent, taxes and insurance is approximately $14,600 per month. The lease is guaranteed by the officers and director for the first two years of the lease. The Company has a one year option to purchase the building

NOTE 7 - WARRANTS

As of March 31, 2016, the Company had 25,000,000 warrants outstanding entitling the holder to purchase up to 25,000,000 shares of the Company common stock at 50% of the average closing price of the 20 day period ending one day prior to exercising the warrants. The warrant holder may exercise these warrants on or before December 31, 2016. See note 2 for derivative accounting.

The following table summarizes the warrant activity during the nine months ended March 31, 2016:

					Weighted
			Weighted		Average
			Average		Remaining		Number of
			Exercise		Contract		Warrants		Intrinsic
	Warrants		Price		Life		Exercisable		Value
Outstanding and exercisable at December 31, 2015		25,000,000	$	0.002		1.00		25,000,000	$	57,500
Granted		--		--		--		--		--
Exercised		--		--		--		--		--
Forfeited or Cancelled		--		--		--		--		--
Outstanding and exercisable at March 31, 2016		25,000,000		0.005		0.75		25,000,000	$	125,000

NOTE 8 – LITIGATION

On October 21, 2014 a civil case # 2014-56915 was entered in the District Court in Harris County, Texas against Stereo Live. The complaint claims an individual served liquor by the staff of Stereo Live was involved in accident causing damages to the plaintiff who is seeking damages between $200,000 and $1,000,000. At the date of the incident, Stereo Live had enforce an insurance policy coving this incident with aggregate coverage of $2,000,000 and individual coverage up to $1,000,000 for such occurrence. The insurance company is defending the suit under the terms of the policy so the Company has not incurred or accrued any liability as it believes it is fully covered under the insurance policy. On January 29, 2016 the case was settled with no cost to the Company.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERTIONS

This report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company's actual results could differ materially from those set forth on the forward looking statements as a result of the risks set forth in our filings with the Securities and Exchange Commission, general economic conditions, and changes in the assumptions used in making such forward looking statements.

Unless indicated otherwise, or the context otherwise requires, references in this report to "NightCulture," the "Company," "we," "us" and "our" or similar terms are to NightCulture, Inc.

Overview

Our principal line of business is promoting and producing, and selling merchandise at, live concerts and festivals, primarily in the Electronic Dance Music (EDM) genre and, since May 2012, hosting entertainment events at our Stereo Live venue. Since 2009, we have promoted and/or produced in excess of 600 live concerts. To date, we have organized events principally in Houston, San Antonio, Austin, Oklahoma City and Dallas.

Our revenues are principally derived from ticket sales to events that we promote and produce for which we typically receive a negotiated percentage of the ticket revenues. We typically act as agent for acts and recognize only our net share of revenues from ticket sales. In situations where we act as principal in promoting an event and take on the risks and rewards of such event we will recognize the gross revenues from ticket sales. We may also derive additional revenues associated with events that we promote and produce, including negotiated portions of revenues from merchandising, concessions and promotional opportunities.

We also derive revenues from venue rentals, beverage sales and other related fees and charges derived from operation of our Stereo Live venue.

We produce two music festivals per year, Something Wicked, a Halloween themed music festival in Houston, TX with attendance over 40,000 in ~~2014~~2015 and Something Wonderful, a spring themed music festival in Dallas, TX ~~made its debut in 2015~~ with over 15,000 in attendance. in 2016.

Our principal costs of generating revenues are direct costs associated with promotion and production of events, including, but not limited to, venue costs, advertising, ticketing agency costs and costs of event support personnel. With our acquisition of Stereo Live, our principal costs also include costs of beverage sales, venue lease expense and venue operating personnel.

Results of Operations

Revenue

Revenues for the three months ended March 31, 2016 was $1,464,999, compared to $1,170,084 for the same period in 2015. The increase in revenues was attributable to an increase in the number of events produced during 2016.

Revenues for the three and nine months ended September 30, 2015 was $1,157,413 and $4,623,232, respectively, compared to $1,396,015 and $4,316,517 for the same periods in 2014. The increase in revenues was attributable to an increase in the number of events produced during 2015, including the 2015 debut of our Something Wonderful festival.11

Direct Costs

Direct costs were $~~877~~778,~~636~~779 ~~and $3,304,415~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015~~2016 compared to $~~950~~686,~~692~~331 ~~and $2,548,596~~ for the same ~~periods~~period in ~~2014~~2015. As a percentage of revenues, direct costs for the three ~~and~~periods ~~nine month period~~ ended ~~September~~March 3031, ~~2015~~2016 was ~~75.8~~53% ~~and 71.5%~~ compared to ~~68.1% and~~ 59% for the same ~~periods~~period in ~~2014~~2015. The change in direct cost as a percentage of sales was due to ~~low~~reduction ~~margins~~of ~~from~~direct ~~our~~costs ~~Something~~in ~~Wonderful~~2016 ~~festival,~~as ~~which~~compared isto ~~typically~~revenue ofverses ~~the early years of a festival~~2015.

General and Administrative Expenses

General and administrative expense for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015~~2016 was $~~596~~494,~~117~~144 ~~and $1,604,411~~ compared to $~~$596~~561,~~664~~441 ~~and $1,918,346~~ for the same ~~periods~~period in ~~2014~~2015. The decrease in general and administrative expense for the ~~nine~~three months period was attributable to flexible staffing, decreased salaries for related parties, lower administration and other investments to support our planned growth initiatives ~~and a one-time write-off during 2014~~. The principal general and administrative expenses for the ~~nine~~three months period were as follows:

	Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2015		2014
	2016		2015
Consulting and salaries	$	~~591~~172,~~613~~069	$	~~867~~195,~~123~~185
Legal and accounting		6017,~~988~~750		7328,~~504~~480
Venue		~~856~~251,~~318~~215		~~655~~251,~~032~~947
Travel and entertainment		131,~~490~~118		102,~~201~~451
Write-off of indemnification asset		--		76,921
Office and other expenses		51,992		83,378
Office and other expenses		81,992		235,565
	$	494,144	$	561,441
	$	1,604,411	$	1,918,346

Depreciation and Amortization

Depreciation and amortization expense incurred in the three ~~and nine~~ month period ended ~~September~~March 3031, ~~2015~~2016 was $2639,~~118~~206 ~~and $81,003~~ compared to $27,444 ~~and $51,012~~ for the same ~~periods~~period in ~~2014~~2015. The increase in depreciation and amortization expense for the ~~nine~~three months was attributable to added assets purchased and leased during ~~the~~2015 ~~third quarter of 2014~~ which were depreciated over athe ~~full~~three ~~nine~~ months in ~~2015~~2016 verses ~~2014~~2015.

Other Income ~~(Expense)~~

Other income ~~(expense)~~ consists principally of interest expense and gain/ ~~(loss)~~ on changes in the value of derivative liability associated with outstanding warrants and convertible debt. Other income totaled ~~expense~~ of $~~218~~2,~~263~~634 for the three month period ~~and $691,132 for the nine months~~ ended ~~September~~March 3031, ~~2015~~2016 verses other ~~expense~~income of $43901,~~520~~586 for the three months ~~and other expense of $133,035 for the nine months~~ period in ~~2014~~2015. The change was mainly attributable to the change in fair value of derivative liabilities.

Net Income ~~(Loss)~~

The Company incurred a net ~~loss~~income of $~~124~~155,~~195~~504 for the three month period ~~and net income of $324,535 for the nine months period~~ ended ~~September~~March 3031, ~~2015~~2016 compared to net ~~loss~~income of $~~222~~796,~~305~~454 for the three months period ~~and a net loss of $334,472 for the nine months periods~~ in ~~2014~~2015. The fluctuation of derivative liability was the major contribution to the variations in the net income ~~and net losses~~ between periods.

Financial Condition

Cash, Cash Flows and Working Capital

At ~~September~~March 3031, ~~2015~~2016, we had current assets of $~~448~~201,~~008~~746, current liabilities of $24,~~138~~187,~~671~~995 and a working capital deficit of $13,~~690~~986,~~663~~249 compared to current assets of $~~102~~55,~~325~~172 and current liabilities of $24,~~759~~220,~~586~~275 and a working capital deficit of $24,~~657~~165,~~261~~103 at December 31, ~~2014~~2015. Included in current liabilities and the working capital deficit for each period was our derivative liability which was $1,~~437~~005,~~676~~429 as of December 31, ~~2014~~2015 compared to $~~642~~981,~~461~~330 as of ~~September~~March 3031, ~~2015~~2016, accounting for $~~795~~24,~~215~~099 of the decrease in current liabilities and working capital deficit. Also reflected in the decrease in current liabilities and working capital deficit are decreases in advances from related parties of $380,375, which amounts were converted to 34,041,059 shares of common stock. As a result of such conversion of debt to equity, total due to related parties decreased $224,709 which included a decrease of advances from related party from $47,060 as of December 31, 2014 to $16,666 as of September 30, 2015 along with a decrease in accrued salaries related parties from $375,000 as of December 31, 2014 to $180,685 as of September 30, 2015.

12Net cash used in operations for the three months ending March 31, 2016 was $20,633 compared to net cash used of $69,410 for the same periods in 2015. The decrease in cash used in operations was principally attributable to the increase in accounts payable and accrued expense, and gain in fair value of derivative liability.

Net cash used in ~~operations~~investing activities for the ~~nine~~period ~~months~~ ending ~~September~~March 3031, ~~2015~~2016 was $469,~~664~~012 compared to ~~net~~zero ~~cash provided of $124,552~~ for the same ~~periods~~period in ~~2014~~2015. The ~~decrease~~increase ~~in cash in operations~~ was ~~principally~~mainly ~~attributable~~due to the ~~increase~~purchase of $9,012 in ~~accounts~~fixed ~~payable~~asset ~~and~~during ~~accrued~~the ~~expense~~three months ended March 31, ~~and~~2016 ~~gain~~while inthere ~~fair~~were ~~value~~no ofinvesting ~~derivative~~activities ~~liability~~for the same periods in 2015.

Net cash ~~used~~provided inby ~~investing~~financing activities ~~for~~during the ~~period~~three ~~ending~~months ~~September~~ended 30March 31, ~~2015~~2016 was $0149,459 compared to net cash provided of $9828,~~653~~672 for the same period in ~~2014~~2015. The ~~decrease~~financing ~~was~~activities ~~mainly~~included ~~due~~repayments toof ~~the~~related ~~purchase~~party's advances of $201,~~000~~190, ~~intangible~~repayment ~~asset~~of ~~and~~debt for $7849,~~653~~351, inoffset ~~fixed~~by ~~asset~~working capital loan of $200,000 during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2016 ~~while~~compared ~~there~~to ~~were~~advances nofrom ~~investing~~related ~~activities~~parties of $47,619 and repayment of loan payable and lease obligations of $18,947 for the same ~~periods~~period in 2015.

Net cash provided by financing activities during the nine months ended September 30, 2015 was $321,571 compared to net cash provided of $36,458 for the same periods in 2014. The financing activities included payments of related parties advances of $33,334, repayment of debt for $46,921, offset by advances from related party of $50,000 and notes payable of $351,826 during the nine months ended September 30, 2015 compared to repayment of a bank indebtedness of $15,010 and advances from related parties of $24,560 along with a working capital loan of $50,000 and repayment of loan payable of $23,092 for the same periods in 2014.

Liquidity and Capital Resources

Our principal requirement for capital is to fund our operating deficits and growth initiatives and satisfy our contractual obligations and outstanding debt and payables.

We believe that we will be required to either improve profitability and operating cash flow or to borrow additional funds or otherwise secure additional financing, or both, to support our operations during the balance of ~~2015~~2016 and beyond. Except as described below regarding our equity line of credit, we do not presently have any commitments to provide financing, if needed, to support our operations.

Debt

On ~~August~~September 311, 2015 the Company issued a note topayable ~~an individual~~ for $55301,~~000~~826 ~~from~~ which ~~the~~matures ~~Company~~on ~~received~~September ~~$50~~1,~~000~~ ~~in cash~~2018. The $note bears an interest rate of 5~~,000~~% ~~difference~~per ~~between~~annum and is secured by the ~~debt~~fixtures ~~principal~~and ~~amount~~equipment of the Company and ~~cash~~guaranteed ~~received~~by the principals of the Company. Effective October 1, 2015, the Company will make 36 monthly payments of $9,055.91, which includes principal and interest is ~~recorded~~payable asto ~~original~~the ~~issuance~~note ~~discount~~holder. The ~~note~~Company ~~matures~~must maintain a debt coverage ratio of 1:25 to 1 on ~~November~~a ~~15,~~trailing ~~2015~~four quarter basis. The debt coverage ratio is defined as the net income of the Company ~~amortized~~less ~~$2,308~~any gains or losses of derivatives divided by the ~~$5,000~~principal ~~original~~and ~~issuance~~interest ~~discount~~payments made or to be made during the period being measured. As of March 31, 2016, the Company is not in compliance with the debt coverage ratio requirement. When the note becomes in default, the interest rate will increase to the lesser of 18% per annum or the maximum rate permitted by law. During the three months ended ~~September~~March 3031, ~~2015~~2016, the Company made $27,168 payment under the note, including $22,782 principal and $4,386 interest. As of March 31, 2016 the ~~remaining~~balance ~~unamortized~~due ~~discount~~on isthe note was $2246,~~692~~551, which was presented as short term notes payable on the face of ~~September~~balance ~~30,~~sheets ~~2015~~due to the Company's default on the debt coverage ratio.

On ~~September~~February 125, ~~2015~~2016 the Company's ~~issued~~subsidiary, aStereo ~~note~~Live, ~~payable~~opened ~~for~~a $~~301~~200,~~826~~000 ~~which~~Merchant ~~matures~~loan onwith ~~September~~American ~~1, 2015~~Express. ~~The~~Under ~~note~~the ~~bears~~terms ~~an interest rate~~ of 5%the ~~per~~loan ~~annum~~Stereo ~~and~~Live ispaid ~~secured~~an by8% ~~the~~loan ~~fixtures~~fee and ~~equipment~~will ofrepay the ~~Company~~note ~~and~~at ~~guaranteed by~~ the ~~principals~~rate of ~~the Company. Effective October 1 2015~~$18,000 ~~the~~per ~~Company~~month ~~will~~for ~~make~~12 36months ~~monthly~~for ~~payments~~total repayments of $9216,~~055~~000.~~91,~~ ~~which~~The ~~includes principal and~~ interest israte ~~payable~~of to the ~~note holder. The Company must maintain a~~ debt ~~coverage ratio of 1:25 to 1 on a trailing four quarter basis. The debt coverage ratio~~ is ~~defined~~15% per asyear and the ~~net~~note ~~income~~is ofdue ~~the Company less any gains or losses of derivatives divided~~ by ~~the~~February, ~~principal~~24, ~~and~~2017. ~~interest~~During ~~payments made or to be made during~~ the ~~period~~three ~~being~~months ~~measured.~~ended ~~When~~March ~~the~~31, ~~note becomes in default~~2016, the ~~interest~~Company ~~rate~~made ~~will~~$19,725 ~~increase~~towards to the ~~lesser of 18% per annum or the maximum rate permitted by law~~principal. As of ~~September~~March 3031, ~~2015~~2016 the outstanding balance due on the note was $~~301~~180,~~826, with $100,609 recorded as short term note payable and the balance of $201,217 recorded as long term note payable~~275.

Convertible Debentures

OnLease September 12, 2012, the Company issued $500,000 of convertible debentures maturing on September 11, 2015. The 2012 Debentures accrue interest at 5% per annum with a default rate of 12% per annum. The 2012 Debentures are convertible into common stock of the Company at 50% of the average closing price of the 20 day trading price ending prior to the date of conversion into the Company common stock. The convertible debt is in default as of September 30, 2015. As of September 30, 2015 and December 31, 2014, the outstanding principal balance under this convertible debt was $421,260 and $421,260, respectively. The embedded conversion option in these convertible debentures was accounted for as a derivative liability (see Note 3). As of September 30, 2015 and December 31, 2014, the unamortized discount on these convertible notes associated with the derivative liability was zero and $101,697, respectively. During the nine months ended September 30, 2015, amortization of the discount totaled $101,697.Obligations

On July 2, 2014, Stereo Live, a subsidiary of the Company, entered into credit line facility and three equipment leases. The terms of the credit facilities and leases are as follows:

1. A $50,000 loan that is paid back to the lender at the rate of $273.81 per business day for 252 days for total payment of $69,000.12 including the $50,000 in principal and $19,000.12 in total interest. As of September 30, 2015 the balance of the note was $3,826;2. ·An equipment lease of $32,799.75 payable over 48 months at $1,024.47 per month for total payment of $49,174.56 including the principal amount of $32,799.75 and interest of $16,374.81. ~~As of September 30, 2015, the balance of the note was $24,764;3.~~ ·An equipment lease of $58,942 payable over 48 months at $1,780.05 per month for total payment of $85,442.40 including the principal amount of $58,942 and interest of $26,500.40. ~~As of September 30, 2015, the balance of the note was $42,625; and4.~~ ·An equipment lease of $32,250 payable over 44 months at $1,092.23 per month for total payments of $48,058.12 including the principal amount of $32,250 and interest of $15,808.12. ~~As of September 30, 2015, the balance of the note was $18,444.~~

The Company had accounted for the above transaction under ASC 640 - 30 "Capital Leases". The Company has made payment of $466,~~921~~844 toward the principal balance during the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016. As of ~~September~~March 3031, ~~2015~~2016 the balance due on the leases was $8972,~~659~~145, with $3531,~~557~~731 recorded as short term ~~debt~~lease obligations and the balance of $5440,~~102~~414 recorded as long term ~~debt~~lease obligations.

The note and the leases are personally guaranteed by principals of the Company.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements or guarantees of third party obligations at ~~September~~March 3031, ~~2015~~2016.

Inflation

We believe that inflation has not had a significant impact on our operations since inception.

ITEM 3: QUANTITATIVE AND QUALITAIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

ITEM 4: CONTROLS AND PROCEDURES

Under the supervision and the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation as of ~~September~~March 3031, ~~2015~~2016 of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of ~~September~~March 3031, ~~2015~~2016. Such conclusion reflects the identification of material weakness as follows: (1) lack of accounting proficiency of our chief executive officer who is our sole officer and our principal accounting officer which has resulted in a reliance on part-time outside consultants to perform substantially all of our accounting functions, (2) a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function, and (3) lack of control procedures that include multiple levels of review. Until we are able to remedy these material weaknesses, we have engaged third party consultants and accounting firm to assist with financial reporting.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 14

PART II – OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

ITEM 1A: RISK FACTORS

There have been no material changes to NightCulture' risk factors as previously disclosed in our most recent 10-K filing for the year ending December 31, ~~2014~~2015.

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

None

ITEM 3: DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4: MINE SAFETY INFORMATION

None

ITEM 5: OTHER INFORMATION

None.

~~None.~~15

ITEM 6: EXHIBITS

Exhibit No.	~~Description~~	Description
31	~~Certification of CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~	Certification of CEO and CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	~~Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~	Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

______________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NIGHTCULTURE, INC.
Dated: November 23, 2015	By:	/s/ Michael Long
Date: May 16, 2016	By:	/s/ Michael Long
		Michael Long
		Chief Executive Officer
		(Acting Principal Financial and Accounting Officer and Duly Authorized Officer)
		(Acting Principal Financial and Accounting Officerand Duly Authorized Officer)

1817

Filing Compare · NightCulture, Inc.