UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the Fiscal Year Ended December 31, ~~2014~~2015

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

STL MARKETING GROUP, INC.

(Exact name of registrant as specified in its charter)

Colorado	000-55013	20-4387296
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification Number)

10 Boulder Crescent, Suite 102

Colorado Springs, CO 80903

(Address of Principal Executive Offices)

(Former name or former address, if changed since last report)

(719) 219-5797

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

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

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

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

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

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-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 Act). Yes [ ] No [X]

~~The~~As ~~aggregate market value~~ of ~~the~~April ~~voting and non-voting common equity held by non-affiliates of the registrant on June 30~~14, ~~2014~~2016, ~~based on~~there awere ~~closing price of .0255 was approximately $254~~995,~~894 (reflecting the 1:15 reverse split effective March 5~~394,273 ~~2015).~~shares As of ~~April 15, 2015,~~ the registrant’s ~~had 145,697,286 shares of its~~ common stock, ~~0.001~~issued ~~par~~and ~~value per share,~~ outstanding.

Documents Incorporated By Reference: None.

STL MARKETING GROUP, INC.

INDEX TO REPORT ON FORM 10-K

PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	106
Item 1B.	Unresolved Staff Comments.	1915
Item 2.	Properties.	1915
Item 3.	Legal Proceedings.	2016
Item 4.	Mine Safety Disclosures.	2016
PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	2117
Item 6.	Selected Financial Data.	2117
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	2218
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	2319
Item 8.	Financial Statements and Supplementary Data.	2319
Item 9.	Changes In And Disagreements With Accountants on Accounting and Financial Disclosure.	2419
Item 9A.	Controls And Procedures.	2420
Item 9B.	Other Information.	2521
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	2622
Item 11.	Executive Compensation.	2823
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	2924
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	3227
Item 14.	Principal Accounting Fees and Services.	3428
PART IV
Item 15.	Exhibits, Financial Statements Schedules.	3429
SIGNATURES		3530

FORWARD LOOKING STATEMENTS

Included in this Form 10-K are “forward-looking” statements, as well as historical information. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the expectations reflected in these forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including matters described in the section titled “Risk Factors.” Forward-looking statements include those that use forward-looking terminology, such as the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,” “should,” and similar expressions, including when used in the negative. Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties and we cannot assure you that actual results will be consistent with these forward-looking statements. We undertake no obligation to update or revise these forward-looking statements, whether to reflect events or circumstances after the date initially filed or published, to reflect the occurrence of unanticipated events or otherwise.

PART I

Item 1. Business.

General Information

Our business address is 10 Boulder Crescent, Suite 102, Colorado Springs, CO 80903. Our telephone number is (719) 219-5797 and our Internet website address is www.~~stlmarketinggroup~~stlgroup.com. The information contained in, or that can be accessed through, our website is not part of this registration statement.

History

STL Marketing Group, Inc. (the “Company,” “our Company,” “we,” “us,” “our,” or “STL,” was incorporated under the laws of the State of Colorado on February 16, 1999 under the original name of Fountain Colony Ventures, Inc. Fountain Colony Ventures, Inc. changed its name to SGT Ventures, Inc. in March 2006. In June 2006, SGT Ventures, Inc. changed its name to Stronghold Industries, Inc. On October 30, 2007, Stronghold Industries, Inc. entered into a share purchase and exchange agreement with Image Worldwide, Inc. The Company name was officially changed with the Secretary of State to Image Worldwide, Inc. (“Image Worldwide”) on November 21, 2007. In 2008, Image Worldwide concentrated its business activities on helping clients create, market and promote their brands and image in print, online and at live events. Image Worldwide entered into a share exchange agreement with St. Louis Packaging Inc. on January 31, 2009. In April 2009, the Company changed its name to STL Marketing Group, Inc. On December 1, 2009, the Company sold majority of the STL Brands to Alliance Creative Group, Inc. In March of 2011, the Company entered into a distribution agreement with United Fuel Savers and entered into an option agreement to purchase land in Texas for a potential business opportunity. Prior to October 15, 2012, this distribution agreement and option agreement was canceled. On October 15, 2012, the Company agreed to merge with Versant Corporation, a Colorado based renewable energy company. On February 4, 2013 the Company entered into a share exchange agreement with Versant whereby Versant became the Company’s wholly owned operating subsidiary. The transaction is being accounted for as a reverse merger. Accordingly, the historical financial information going forward will be that of Versant Corporation and subsidiaries.

On May 29, 2014, the Board of Directors (the “Board”) of STL Marketing Group, Inc. (the “Company”) approved the formation of PhoneSuite Solutions, Inc. (“PSS”), as a Delaware corporation and a wholly owned subsidiary of the Company. On June 16, 2014, the Board approved the issuance of one-hundred (100) shares of common stock of PSS to the Company (the “Subsidiary Shares”). The Subsidiary Shares represent 100% of the authorized shares of common stock of PSS.

On June 24, 2014, PSS, as the Company’s wholly owned subsidiary, entered into a Strategic Alliance and Distribution Agreement (the “Agreement”) with Call Management Products, Inc. (“CMP”), a Colorado corporation in the business of designing, manufacturing, marketing, and selling telecommunications products. The Agreement provides that PSS will establish a dealer network and market and sell CMP’s products both internationally and in the United States (the “Territory”). In the domestic market PSS will market to the general business market, excluding the hospitality and assisted living verticals. Internationally, PSS may sell to all markets and develop both the hospitality and general business marketplaces.

Additionally, the Agreement provides that PSS will develop the Territories at its cost and promote CMP’s brands, name and products consistently across the globe. PSS is an exclusive Strategic Ally for CMP’s products in the Territory. The Agreement provides that, each year, PSS and CMP will mutually establish a sales quota for PSS to meet, with the first quota set for fiscal 2015.

As a result, our business operations are currently (i) the sale and distribution of telecommunications under the brand name PhoneSuite; and (ii) the prospective sale of electricity through a planned wind park to a government owned utility company in Costa Rica. The Company continues to evaluate additional opportunities to bolster its revenue stream. ~~Our corporate organization is as follows:~~

STL Marketing Group, Inc. has been trading on the OTC Market Pink Sheets under the symbol ’‘STLK’ since April 2009.

OVERVIEW OF OUR RENEWABLE ENERGY BUSINESS

STL Marketing Group, Inc. (OTC: STLK), (the “Company”) is a Colorado corporation seeking to provide wind energy to the Costa Rican government from a wind power generation plant the Company intends to build and operate pursuant to a PPA (as defined in ~~below~~previous filings). Currently, ~~which~~Costa ~~the~~Rica ~~Company~~has ~~expects~~placed toany ~~initiate~~new innon-government ~~2016.~~renewable ~~The~~energy ~~Company~~projects ~~has~~on ~~two~~an ~~wholly~~indefinite ~~owned~~hold. The ~~subsidiaries~~Company inreported ~~Costa~~these ~~Rica~~developments ~~that handle~~but ~~the~~has ~~development~~not ofseen ~~the~~any ~~business~~resolution ~~and~~in ~~are~~country. ~~expected~~As tosuch, ~~operate~~ the ~~power~~Company ~~generation~~will ~~plant~~continue ~~within~~to monitor the ~~country.~~political ~~Energia~~situation ~~Renovable Versant~~and ~~SRL~~when, ~~(“ERV”)~~and isif, athe ~~100%~~political ~~owned~~situation ~~subsidiary~~changes ~~and~~or isallows ~~used~~for assuch a ~~holding~~project ~~company~~as ~~for~~ours, ~~potential~~we ~~future~~will ~~renewable energy~~renew ~~operating~~efforts ~~companies. ERV intends~~ to ~~consolidate~~pursue ~~common tasks for~~ the ~~operating companies in Costa Rica~~PPA. ~~VTRES~~Until ~~BACHE~~this ~~SRL (“VTRES”)~~ is ~~100%~~resolved ~~owned~~in ~~by ERV. VTRES is~~ the ~~legal~~political ~~entity~~arena, ~~that we intend to operate~~ the ~~first~~Company ~~proposed~~will ~~wind~~focus ~~farm~~on inits ~~the~~software ~~northern area of~~applications ~~the province of Guanacaste, Costa Rica~~efforts.

~~Costa~~OVERVIEW ~~Rica~~OF ~~has~~OUR aSOFTWARE ~~variety of laws that govern the generation of electricity. Due to the location of our primary site, we cannot use the existing law for private generation (Ley 7200~~/~~7508).~~ ~~This~~APPLICATIONS is a result of the lack of an existing sub-station of Grupo ICE in the vicinity. The lack of a sub-station requires us to partner with one of the various State-Owned Entities charged with the distribution and generation of electricity for their respective regions. Candidates for partnership include JASEC, CNFL, COOPELESCA, ESPH and COOPEGUANACASTE.BUSINESS

~~Under~~In ~~its proposed long-term land agreement~~2015, the Company ispivoted ~~seeking~~towards totechnology. ~~develop~~In ~~its~~late ~~first~~2015, ~~field on 270 hectares (~~the ~~“primary site”).~~Company ~~Due~~signed totwo ~~the~~binding ~~current~~letters ~~political~~of ~~delays~~intent, ~~revolving~~one ~~around~~for ~~the~~a ~~eighteen-month~~mobile application ~~review~~named ~~period~~F3TCH ~~for~~and the ~~generation~~second ofwith ~~electricity by~~KINETOS, ~~private entities~~S.A., ~~the~~a ~~Company~~software isdeveloper ~~also~~and ~~working~~designer onbased ~~alternatives~~in ~~for~~Costa ~~sites~~Rica. ~~that~~The ~~are more amenable to the development under Costa Rica~~Company’s previous ~~private~~agreement ~~generation law (Law 7200/ 7508)~~ with ~~proximity~~Call toManagement ~~existing~~Products, ~~substations~~Inc. ~~Law 7200/7508~~ is analso ~~existing~~in ~~process by~~essence ~~which~~an ~~private generation companies can~~application, ~~and~~an ~~do,~~IP ~~contract~~based ~~with~~hotel ~~Grupo~~communications ~~ICE for the purchase of electricity~~application. ~~This process is well~~ ~~developed and has existed for several decades.~~ As ~~mentioned~~envisioned ~~above,~~two ~~the lack~~ of anthese ~~existing~~three ~~sub-station~~software atplatforms ~~our~~will ~~proposed~~be ~~270-hectare site~~sold ~~requires~~on a ~~Power~~business-to-business ~~Purchase~~model ~~Agreement~~with ~~through~~F3TCH ~~other~~being ~~existing~~a ~~laws.~~hybrid ~~The~~application that ~~Company~~requires ~~believes~~acceptance itand isapproval ~~important~~from tohotel ~~explore~~chains, ~~other~~for ~~potential sites~~example, ~~during~~and ~~this~~conversion ~~review~~or ~~period~~downloads toby ~~avoid~~end ~~any potential future delays~~users.

InPhoneSuite November 2013, President Luis Guillermo Solis was elected in Costa Rica. Initially, the Company believed that Mr. Solis was amicable to private entities generating electricity as part of an overall solution to the energy crisis in Costa Rica based on his campaign promises and positions. However, Mr. Solis has made various post election representations that would seem to indicate his non-approval of such a position, mainly the appointment of a new chairman for the country’s Grupo ICE committee. We believe the Grupo ICE appointee, and now CEO and Chairman of Grupo ICE, has a public position generally against private enterprise’s participation in the power generation spectrum. The Company believes that this appointment will likely trigger opposition by the Costa Rican government against companies such as ERV from establishing privatized energy solutions.Solutions

The Company is actively engaged in lobbying through different government channels. The Company will also be exploring alternatives to the previous government approval process, including the possibility of a 7200/7508 license, which allows the Company to produce up to 20MW of electricity. However, due to the preceding events in the Costa Rican government, we cannot state with any certainty or provide any assurances of an expected timeline for regulatory approval.

Energy Market in Costa Rica

Costa Rica is in need of inexpensive energy sources, as it does not possess any petroleum or coal and its natural gas reserves are, as of yet, untapped. As a result of this lack of fossil fuel, Costa Rica has had to develop new sources of renewable energy. As stated in the article, Environmental Entrepreneurs Update June 28, 2007, President Aims for Carbon Neutrality, Costa Rica already uses hydroelectric and geo thermal methods and, in 2007, set 2021 as the year to become carbon neutral. According to The Delhi Planet, Being Carbon Neutral- What It Means And Whats Being Done, July 16, 2008, “In 2004 itself, 46.7% of Costa Rica’s primary energy came from renewable sources, while 94% of its electricity was generated from hydroelectric power, wind farms and geothermal energy in 2006.” Costa Rica is pro-active about being carbon neutral. Currently, there is a 3.5% tax on gasoline in the country that is used for payments to compensate landowners for growing trees and protecting forests.”

Grupo ICE is the largest of the State Owned Enterprises in Costa Rica and is the institution that controls all of the country’s electrical distribution. According to the Business Wire article titled Fitch Affirms Instituto Costarricense de Electridad’s Ratings at BB+, The Instituto Costarricense de Electricidad (“ICE”) is the largest power generator and electric distribution utility company in the country. ICE’s role is to develop, operate and ensure that telecommunication and electric services and distributions are provided to the Country. ICE is a State Owned Enterprise and its revenues are approximately $1 billion per year, which includes telecommunications services (fixed, data and cellular).

Based on the experience of Ing. Pedro P. Quiros, our founding Chairman, and the previous Chief Executive Officer and Chairman of Grupo ICE, the Company believes, that as much as 90% of the country’s hydroelectric facilities are losing effectiveness because of variations in the rainfall in the past few decades in Costa Rica. Additionally, it is his opinion that most hydroelectric facilities are reaching their useful life (50 years) and will need replacement or major maintenance. We believe this will place a serious burden on the country’s electric providers, as it will take much needed infrastructure investment away from new developments. We believe these developments are already taking place, which is straining the country’s sole petroleum-based 200 MW facility (“Garabito”).

Based on Grupo ICE’s public reports and our founding Chairman’s knowledge, we believe that Costa Rica is 8-10 years behind in developing the necessary electrical infrastructure to maintain pace with its needs. Grupo ICE is working to develop various projects, however, over the past few decades, government funding support has been diverted to other governmental priorities, such as housing. We believe this has left the electrical development delayed and behind with the country’s needs and electrical projects are large, expensive, complicated, and time consuming. We believe this infrastructure delay is pitting electric rates against the country’s competitiveness. The Company believes that the government has a projected investment requirement of $10 billion for electric generation alone over the next decade (2010-2020) with a maximum investment capacity of $5 billion over the same time frame.

Law 8660 passed in large part due to the efforts of the former Chief Executive Officer and Chairman of Grupo ICE, Ing, Pedro P. Quiros, who regulated the possible maximum investment that can be made by Grupo ICE at approximately $5 billion. Based on their revenue, we believe ICE’s current legal framework allows it to invest about $850 million per year for its core businesses. This means that about $350 million per year is allocated for electric generation (the remainder is split between electrical distribution- $150 million- and telecommunications- $350 million). We believe that this leaves the government with an approximate, and very conservative, shortfall of $5 billion for electric generation in the next decade ($10 billion in required investment, less $350 million in electric generation plus $150 in electrical distribution times 10 years, equals a $5 billion shortfall). These internal forecasts do not take into account the possible reduced telecommunications revenues as a result of competition in the cellular market and possible credit issues due to the effect of the latest Moody’s downgrade of the country’s credit rating in September 2014 to Ba1 from Baa3, which was the downgrade given in 2010 from BB+.

Over approximately the last two years, numerous complaints by the Costa Rican public have been made and the local newspapers have covered the rate hikes Grupo ICE has instituted as a result of the very high use of its main 200 MW reserve facility, Garabito. Garabito uses petroleum-based fuel and runs continuously, primarily in the summer months (October-March) when the rains stop and hydro plants slow as a result of the lack of water. According to the article “Tarifa electrica impacta competitividad” dated March 26, 2013 in La Republica, one of the major newspapers in Costa Rica, electric rates have risen 50-60% since 2007 as a result of underdevelopment of infrastructure.

Legal and Regulatory Framework

The situation related to the state of the energy market in Costa Rica has highlighted to the public the limited existing legal framework that allows the private generation and sale of electricity. As a result, there has been discussion in the legislature on how to expand and strengthen private rights and participation in the electric generation space. Currently, new laws are expected to improve the current legal framework in favor of private enterprise. However, these new laws are not expected for a few more years. Our business plan currently utilizes existing legislation and any future improvements would be a welcome benefit. However, the new government changes have delayed our progress and we may have to reinitiate the process to put the power purchase agreement in place. We cannot guarantee that any such future improvements will ever take place.

The current legal framework allows a few options to generate electric power. Law 7200/7508 controls the provision of concessions for private enterprises and specifically delineates the process by which any private enterprise receives, operates and commercializes its concession. This law is applicable to limited capacity facilities selling to ICE in amounts less than 20 MW. Law 8345 specifically grants the eight Costa Rican electric utility companies the right to generate power and specifies other rights like the “right of way” and the power to appropriate via “eminent domain”. There are various smaller electric utility companies (state cooperatives) in the country charged with other public services like street lighting, waste removal and sewage. These other electric utility companies bill their constituents directly, and as a group, handle half (50%) of the electrical distribution in the country with the other 50% handled by ICE. The bylaws as passed in Costa Rica for these utility companies allow them to enter into agreements with private entities to develop their services. These utility companies do not need further legislative approval or bidding to enter into these partnership agreements, so long as (i) Costa Rican ownership levels are within the law (35%), (ii) no Costa Rican government funds are used in the development, and that (iii) “a clear benefit is provided by entering into these arrangements” as stated in Law 8345.

Laws established for the Public Service companies such as Compañía Nacional Fuerza y Luz (an ICE subsidiary), JASEC (“Cartago”) and ESPH (“Heredia”), are similar to the one of four electric cooperatives regarding power generation and distribution. These entities have their own legal framework. All are allowed private partnerships to generate electricity and all have the credit rating of the Costa Rican government.

Off-Taker and Distribution Channel

An off-taker is a buyer of a resource to purchase and sell portions of a producer’s future production. An Off-Taker Agreement, or Power Purchase Agreement (“PPA”), is normally negotiated prior to the construction of a facility such as our proposed wind farm, in order to secure a market for the future output of the facility. On December 21, 2012, the Company received a Letter of Interest from the Compañia Nacional de Fuerza y Luz (“CNFL” or the proposed “Off-Taker”). CNFL is a private company 98% owned by Grupo ICE. Its market is “El Valle Central” or Central Valley, the area of San Jose and its environs. According to a public article published in Costa Rica, “El Potgam a la luz del censo 2011”, Central Valley is the largest market in the country with approximately 2 million customers in its general area.

The Company negotiated key terms and conditions with CNFL for a proposed PPA, including potential price and term. As a result of these negotiations, the Company tendered an official offer on April 16, 2013. The parties agreed in principle to a price (net of taxes) of $0.083/kWh and a term of twenty-five years. The price of electricity for wind, as many other services, is regulated by ARESEP and the above price is what we believe to be on the lower edge of the accepted pricing range in Costa Rica. Based on current information from the potential buyer, they delayed the internal process due to changes in regulation and later on due to new policies of the government winning the elections early in 2014. Currently, all private generation is on hold for an internal government review, which began in summer of 2014 and is expected to last through early 2016. In the event that the Off-Taker does not execute the PPA, there is no guarantee that the Company will be able to secure another Off-Taker on similar terms or at all. Should the Company not be able to secure another Off-Taker it would have a material adverse effect on our business and may cause us to cease operations entirely.

Costa Rica held elections in May 2014 and the new administration has advised, as of June 2014, that all projects for private generation are on hold until a review period of 18 months can be completed. Due to the delay presented by this review period, the Company is exploring 7200/7508 possibilities, the case being that these smaller plants are easier to accept within the existing legislation and are outside the current review process. We are currently pursuing alternative sites that allow us to utilize the 7200/7508 legislation, in the same area as our primary site. The Company will only seek alternative sites, compliant with Law 7200/7508, with existing sub-stations and access to high tension lines already provided by Grupo ICE. If successful, the ensuing PPA would be with Grupo ICE.

Interconnection

An “interconnection” is a power grid that operates at a synchronized frequency and is electrically tied together during normal system conditions. Synchronous grids with ample capacity facilitate electricity market trading across wide areas. Per the terms of our offer, CNFL intends to collect their electricity “at site” which means that they would be ensuring the interconnection and transport of the electricity generated by our wind farm to their substation. In our opinion this could greatly reduce our risk, as CNFL is an entity that has, as ICE’s subsidiary, full control and rights to the high-tension transmission lines of Costa Rica. ICE is the exclusive agent for high-tension lines including access to this network. This high-tension network is how electricity is delivered to CNFL’s grid and from there to its customers. The 7200/7508 contracts contemplate delivery at the substation and are by law with Grupo ICE, however, there is no existing substation at the primary site described above and therefore, we are looking for alternative smaller sites as well.

The substation in the primary site where the Company intends to connect to the high transmission lines to transport the electricity is less than 500 meters from the Sistema de Interconexion Electricapara America Central or Central American Electrical Interconnection System (“SIEPAC”). SIEPAC is a planned interconnection of the power grids of six Central American nations. In Central America, few electrical interconnections currently exist, and those that do are often old and unreliable. SIEPAC has been discussing plans to link the region’s electricity grids since 1987. The proposed project entails the construction of transmission lines connecting 37 million consumers in Panama, Costa Rica, Honduras, Nicaragua, El Salvador, and Guatemala. It is not clear if Belize, which buys much of its power from Mexico, will also be included. SIEPAC would cost about US$320 million without the interconnections with Mexico (US$40m), Belize (US$30m) and Panama (US$200m) and, back in 2003, was scheduled for completion in 2006. More recently, it has been estimated it would be completed in 2009. As of April 2013, all but about 20 km in southern Costa Rica is operating.

We believe because our proximity to the substation is so close to the SIEPAC transmission line that it may be possible to avoid paying the SIEPAC interconnection line costs and that an interagency arrangement could be handled under CNFL/ICE’s already existing agreements with SIEPAC. The Company and SIEPAC have entered into a non-binding letter of intent, whereby SIEPAC intends to serve as an interconnection and will provide the power generated, by the company’s proposed wind farm, to customers across Costa Rica. Please see a copy of the Letter of Intent between the Company and SIEPAC filed as Exhibit 10.1 to the amended registration statement on Form 10. Filed on December 4, 2013.

Wind Studies

Wind studies have been conducted on the primary site for the past several years. There are six active wind measurement towers on site, each 80 meters high, gradually built since 2007. In addition, there are two older towers of 50 meters high, which are out of service today, but have provided data along with neighboring MET masts for reference into the overall wind mapping conditions of the region. These stations offer different height levels of measurements for five years. The compiled data will be used for the revised Annual Energy Production Report (as defined below).

The Company engaged and paid GL Garrad Hassan approximately $80,000 to evaluate and generate an annual Energy Production Report (“AEP Report”) with five different wind turbine generators (WTGs). According to our current AEP Report, the Company can generate approximately 135,000,000 kWh per year (P75). The Company has moved the site slightly to the north (approximately 5 km) to gain access to the interconnection lines. Other benefits of this land include:

● Large enough to increase capacity (5,300 hectares of land). ● The land is level and generally flat. ● The SIEPAC regional (Central America) grid traverses through the property. This allows us to transport electricity to the power grid and to our final customers.

We have also commissioned a new AEP Report from Garrad Hassan for updated information. We have made a $20,000 payment to Garrad Hassan for the new AEP Report, and plan to pay the remaining $18,120 upon completion of certain amendments.

Competition

We face competition from other wind energy companies, renewable energy generators, and traditional energy companies in our bidding and signing for a long-term PPA with the government of Costa Rica. However, if we are successful in signing the PPA, we believe we will have no competition for the wind energy generated by our anticipated wind farm. This is not to say that Costa Rica does not have other wind farms or sources of renewable energy but rather that once the wind farm is completed, the sales will be guaranteed for the term of the PPA, which is currently proposed as twenty-five (25) years. If the PPA is signed, our proposed contract covers our entire production and the Off-Taker is committed to buying this electricity over the 25-year term. Additionally, each government utility in Costa Rica has exclusive territory to its client base by law.

The Company would not make any sales without the execution of the PPA. Should the PPA be cancelled or otherwise terminated, it would have a material adverse effect on the Company and may force us to cease our business operations entirely.

Going Concern

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, we incurred a net operating loss in the years ended December 31, 2014 and 2013, have a working capital deficit of approximately $5,108,000 at December 31, 2014 and have no revenues at this time. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan, generate revenues, and continue to raise additional investment capital. No assurance can be given that the Company will be successful in these efforts. The lack of additional capital could force the Company to curtail or cease operations and would, therefore, have a material adverse effect on its business.

Employees

As of April 15, 2015 the Company had two full-time employees and one consultant.

OVERVIEW OF OUR TELECOMMUNICATIONS BUSINESS

At this time, internal work has been completed on both the structural necessities for this type of transactional business and the necessary training and certifications processes to ensure the proper infrastructure in instituting a process to establish dealers. Internal review of our accounting systems has also been completed and is now loaded and adapted to quoting, entering orders, and invoicing.

To date, the Company has issued quotes to interested, potential customers for VoIP equipment. While there is no guarantee these quotes will be sold, it is an important milestone, as we believe this sales funnel does begin to indicate that we may have revenue in the near term, which we believe will help to establish a baseline to provide future goals based on previous sales.

To ensure an active and successful dealer program and sales funnel, we have begun the process of establishing our dealer network. In ~~this area~~2014, wethe ~~are~~Company ~~actively~~has ~~working~~successfully ~~with~~signed athree ~~handful~~distribution ofagreements ~~potential~~covering ~~dealers~~the ~~that~~United weArab ~~believe~~Emirates ~~will~~and ~~execute~~India, ~~dealer agreements in the~~Barbados ~~short~~and ~~term~~Nigeria. WeThe ~~have~~initial ~~announced~~efforts ~~one~~over ~~partnership~~the ~~with~~past ~~VTECH’s~~year, ~~CALA~~2015, ~~hospitality~~have ~~division~~been ~~whereby~~slow ~~VTECH~~and ~~will~~creating ~~provide us leads for~~ the ~~PhoneSuite~~brand ~~product~~awareness ~~line~~has ~~and~~been ~~vice~~more ~~versa.~~difficult than ~~This also provides us access to their dealer network if applicable~~expected. ~~Additionally, we~~New ~~have~~solutions ~~had~~like ~~preliminary~~CMP’s ~~discussions~~cloud ~~with~~offering ~~UNIDEN~~should toalleviate ~~explore~~some ~~providing~~of ~~business telephones with~~ the IPcurrent ~~PBX~~challenges asin aour ~~whole solution~~opinion. We ~~All~~believe ofPhoneSuite ~~this~~Solutions, isInc. ~~underway~~will asbegin weto ~~await~~generate ~~progress~~revenue, onadd ~~the~~dealers, ~~energy~~and ~~front.~~follow Wethrough ~~can~~with ~~provide~~our nogoal ~~assurances~~to ~~that~~gain ~~these dealer agreements will~~financial beindependence ~~successful~~ in ~~generating sales for our business operations~~2016.

The Company has successfully signed three distribution agreements covering the United Arab Emirates and India, Barbados and Nigeria and currently has six additional and active overseas distribution possibilities. These possible partners are located in Australia, Bangladesh, Guatemala, Saipan, Malta, and Mexico. Active quotes to potential customers are significant for our current stage. We can provide no assurances that these distribution agreements will lead to sales.

In 2015, we believe PhoneSuite Solutions, Inc. will begin to generate revenue, add dealers, and follow through with our goal to gain financial independence. We believe that this should ease dependence on fundraising over the near term and lessen our need for the current funding mechanisms.

Competition

Competitors vary by region. However, we believe our major competitors include Avaya, Shoretel, NEC, Mitel and Cisco. PSS is focused on providing newer technologies such as Voiceware (full VoIP) and the Series 2 (VoIP/ Analog hybrid) for its dealer business vertical as well as a new Voiceware cloud based offering.

Business Plan

PSS is focused on the promotion, marketing, and sales of two of PhoneSuite’s core products (i) Voiceware and (ii) the Series2. These products are already deployed in the United States, with PSS now developing the dealer channel to achieve sales revenues overseas. These products are VoIP Private Branch Exchange products, designed to provide a feature rich ~~communications~~software based communications system to ~~businesses~~ primarily hotels.

	1.	Voiceware - Voiceware is a VoIP phone system (IP-PBX) application designed for today’s hospitality voice communication needs. The server-based core makes Voiceware extremely flexible, and enables PhoneSuite to continually enhance and improve a hotel PBX feature set without expensive equipment upgrades.

	2.	Series 2 - Series2 VoIP combines a traditional telephone platform (analog room phones and digital and analog telephone lines) with a Voiceware server. This converts traditional analog and digital end points to be compatible with VoIP technology. With this technology a customer will be able to use existing wiring plans and phones without potentially expensive upgrades.

PSS is the exclusive distributor of PhoneSuite branded products to both the international market, as well as the Small Business Market (SMB) here in the United States. PSS currently has plans to offer products in geographic areas including, but not limited to: Asia, the Caribbean, Africa, Australia, the Middle East and India, Europe, Central America, and South America.

Going Concern

Reports to Security Holders.

	1.	The Company will file with the SEC reports as required under the Exchange Act and comply with the requirements of the Exchange Act.

	2.	The public may read and copy any materials the Company files with the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

Where You Can Find More Information

The public may read and copy any materials the Company files with the U.S. Securities and Exchange Commission (the “SEC”) at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

Item 1A. Risk Factors.

~~OUR~~Our ~~AUDITORS~~independent ~~HAVE~~registered ~~EXPRESSED~~public ~~SUBSTANTIAL~~accounting ~~DOUBT~~firm ~~ABOUT~~has ~~OUR~~expressed ~~ABILITY~~substantial TOdoubt ~~CONTINUE~~about ASour Aability ~~GOING~~to ~~CONCERN~~continue as a going concern, which may hinder our ability to obtain future financing.

AsWe have a history of ~~December~~losses and may continue to incur operating and net losses for the foreseeable future. For the year ended December 31, ~~2014~~2015, we ~~had~~incurred a net loss of $~~771~~1,~~742.~~155,951 Aand ~~significant~~used ~~amount~~cash in operating activities of ~~capital~~$165,880, ~~will~~and beat ~~necessary~~December 31, 2015, we had a stockholders’ deficit of $6,047,343. These factors raise substantial doubt about our ability to ~~advance~~continue ~~the~~as ~~development~~a going concern. As a result, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements as of and for the year ended December 31, 2015 with respect to this uncertainty. This going concern opinion could materially limit our ~~projects~~ability to raise additional funds through the ~~point~~issuance atof ~~which~~new ~~they~~debt ~~will~~or ~~become~~equity ~~commercially~~securities ~~viable,~~or otherwise, and ~~these~~future ~~conditions~~reports ~~raise~~on ~~substantial~~our ~~doubt~~financial ~~about~~ statements may also include an explanatory paragraph with respect to our ability to continue as a going concern.

~~Our~~The ability ~~independent~~of ~~auditors~~the ~~included~~Company anto ~~explanatory~~continue ~~paragraph~~as ~~regarding~~a ~~this~~going ~~uncertainty~~concern inis ~~their~~dependent ~~report~~upon onthe ~~our~~Company’s ~~financial~~ability ~~statements~~to raise additional funds and implement asits business plan. A significant amount of ~~December~~capital ~~31,~~will ~~2014~~be necessary to advance the development of our projects to the point at which they will become commercially viable. The Company plans to raise additional debt and/or equity financing to allow us the ability to cover our current cash flow requirements and meet our obligations as they become due. There can be no assurances that financing will be available or if available, that it will be under favorable terms. In the event that we are unable to generate adequate revenues to cover expenses and cannot obtain additional financing in the near future, we may need to cease operations or seek protection under bankruptcy laws. These financial statements do not include any adjustments that might result from the uncertainty as to whether we will continue as a “going concern”. Our ability to continue status as a “going concern” is dependent upon our generating cash flow sufficient to fund operations. If we continue incurring losses and fail to achieve profitability, we may have to cease our operations. Our business plan may not be successful in addressing these issues.

RISKS RELATED TO OUR BUSINESSES

WE HAVE GENERATED SUBSTANTIAL NET LOSSES AND NEGATIVE OPERATING CASH FLOWS SINCE OUR INCEPTION AND EXPECT TO CONTINUE TO DO SO AS WE BEGIN TO DEVELOP AND CONSTRUCT OUR FUTURE ENERGY AND TELECOMMUNICATIONS PROJECTS.

We have generated substantial net losses and negative operating cash flows from operating activities since our operations commenced.

We expect that our net losses will continue and our cash used in operating activities will grow during the next several years, as compared with prior periods, as we increase our development activities. Energy and telecommunications projects typically incur operating losses prior to commercial operation at which point the projects begin to generate positive operating cash flow. We also expect to incur additional costs, contributing to our losses and operating uses of cash, as we incur the incremental costs of operating as a fully reporting public company. Our costs may also increase due to factors such as higher than anticipated financing and other costs; increases in the costs of labor or materials; and major incidents or catastrophic events. If any of those factors occurs, our losses could increase significantly and the value of our common stock could decline. As a result, our net losses and accumulated deficit could increase significantly.

WE DO NOT HAVE SUFFICIENT CASH ON HAND. IF WE DO NOT GENERATE SUFFICIENT REVENUES FROM SALES, AMONG OTHER FACTORS, WE WILL BE UNABLE TO CONTINUE OUR OPERATIONS.

There is limited history upon which to base any assumption as to the likelihood that we will prove to be successful, and we may not be able to generate enough operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will be adversely affected.

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WE HAVE A LIMITED OPERATING HISTORY. IF WE ARE NOT SUCCESSFUL IN CONTINUING TO GROW THE BUSINESS, THEN WE MAY HAVE TO SCALE BACK OR EVEN CEASE ONGOING BUSINESS OPERATIONS.

We have no history of revenues from operations. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Operations will be subject to all the risks inherent in the establishment of a developing enterprise, such as difficulties in commercializing our wind energy power generation plant and telecommunications business, and the uncertainties arising from the absence of a significant operating history. We may be unable to sign customer contracts or operate on a profitable basis. If the business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment.

IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING, BUSINESS OPERATIONS WILL BE HARMED, AND IF WE DO OBTAIN ADDITIONAL FINANCING THEN EXISTING SHAREHOLDERS MAY SUFFER SUBSTANTIAL DILUTION.

Additional capital will be required to effectively support the operations and otherwise implement overall business strategy. We currently do not have any contracts or commitments for additional financing. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail and possibly cease operations. Any additional equity financing may involve substantial dilution to then existing shareholders.

THE LOSS OF ONE OR MORE MEMBERS OF OUR SENIOR MANAGEMENT OR KEY EMPLOYEES MAY ADVERSELY AFFECT OUR ABILITY TO IMPLEMENT OUR STRATEGY.

We depend on our experienced management team and the loss of one or more key executives could have a negative impact on our business. Our success depends to a significant extent upon the continued services of Mr. Jose P. Quiros, our Chief Executive Officer. The loss of the services of Mr. Quiros could have a material adverse effect on our growth, revenues, and prospective business. Mr. Quiros does have an employment agreement with the Company.

In order to successfully implement and manage our business plan, we will be dependent upon, among other things, successfully recruiting qualified managerial and company personnel having experience in the small wind turbine and telecommunications business. Competition for qualified individuals is intense. Additionally, because the wind industry is relatively new, there is a scarcity of top-quality employees with experience in the wind industry, including qualified technical personnel with significant experience in the design, development, manufacture and construction of wind power generation plants, and we may face challenges hiring and retaining these types of employees.

We also depend on our ability to retain and motivate key employees and attract qualified new employees. There can be no assurance that we will be able to retain existing employees or that we will be able to find, attract and retain qualified personnel on acceptable terms. If we lose a member of the management team or a key employee, we may not be able to replace him or her. Integrating new employees into our management team and training new employees with no prior experience in the wind industry could prove disruptive to our operations, require a disproportionate amount of resources and management attention and ultimately prove unsuccessful. An inability to attract and retain sufficient technical and managerial personnel could limit or delay our development efforts, which could have a material adverse effect on our business, financial condition and results of operations.

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WE NEED TO ESTABLISH AND MAINTAIN REQUIRED DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING AND TO MEET THE PUBLIC REPORTING AND THE FINANCIAL REQUIREMENTS FOR OUR BUSINESS, WHICH WILL BE TIME CONSUMING FOR OUR MANAGEMENT.

Our management has a legal and fiduciary duty to establish and maintain disclosure controls and control procedures in compliance with the securities laws, including the requirements mandated by the Sarbanes-Oxley Act of 2002. The standards that must be met for management to assess the internal control over financial reporting as effective are ~~new and~~ complex, and require significant documentation, testing and possible remediation to meet the detailed standards. Because we have limited resources, we may encounter problems or delays in completing activities necessary to make an assessment of our internal control over financial reporting, and other disclosure controls and procedures. In addition, the attestation process by our independent registered public accounting firm is new and we may encounter problems or delays in completing the implementation of any requested improvements and receiving an attestation of our assessment by our independent registered public accounting firm. If we cannot assess our internal control over financial reporting as effective or provide adequate disclosure controls or implement sufficient control procedures, or our independent registered public accounting firm is unable to provide an unqualified attestation report on such assessment, investor confidence and share value may be negatively impacted.

IF WE CANNOT EFFECTIVELY MANAGE OUR INTERNAL GROWTH, OUR POTENTIAL BUSINESS PROSPECTS, REVENUES AND PROFIT MARGINS MAY SUFFER.

If we fail to effectively manage our internal growth in a manner that minimizes strains on our resources, we could experience disruptions in our operations and ultimately be unable to generate revenues or profits. We expect that we will need to significantly expand our operations to successfully implement our business strategy. As we add manufacturing, marketing, sales and installation and build our infrastructure, we expect that our operating expenses and capital requirements will increase. To effectively manage our growth, we must continue to expend funds to improve our operational, financial and management controls and our reporting systems and procedures. In addition, we must effectively expand, train and manage our employee base. If we fail in our efforts to manage our internal growth, our prospects, revenue and profit margins may suffer.

THE PRODUCTION OF WIND ENERGY DEPENDS HEAVILY ON SUITABLE WIND CONDITIONS. IF WIND CONDITIONS ARE UNFAVORABLE OR BELOW OUR ESTIMATES, OUR ELECTRICITY PRODUCTION, AND THEREFORE OUR REVENUES, MAY BE SUBSTANTIALLY BELOW OUR EXPECTATIONS.

The electricity produced and revenues generated by a wind energy project depend heavily on wind conditions, which are variable and difficult to predict. Operating results for projects vary significantly from period to period depending on the wind resource during the periods in question. We base our decisions about which sites to develop in part on the findings of long-term wind and other meteorological studies conducted in the proposed area, which measure the wind’s speed, prevailing direction and seasonal variations. Actual wind conditions, however, may not conform to the measured data in these studies and may be affected by variations in weather patterns, including any potential impact of climate change. Therefore, the electricity generated by our projects may not meet our anticipated production levels or the rated capacity of the turbines located there, which could adversely affect our business, financial condition and results of operations. If the wind resources at a project are below the average level we expect, our rate of return for the project would be below our expectations and we would be adversely affected. Projections of wind resources also rely upon assumptions about turbine placement, interference between turbines and the effects of vegetation, land use and terrain, which involve uncertainty and require us to exercise considerable judgment. We or our consultants may make mistakes in conducting these wind and other meteorological studies. Any of these factors could cause us to develop sites that have less wind potential than we had expected, or to develop sites in ways that do not optimize their potential, which could cause the return on our investment in these projects to be lower than expected.

If our wind energy assessments turn out to be wrong, our business could suffer a number of material adverse consequences, including:

●	our energy production and sales may be significantly lower than we predict;

●	any future hedging arrangements may be ineffective or more costly;

●	we may not produce sufficient energy to meet future commitments to sell electricity as a result, we may have to pay damages; and

●	our projects may not generate sufficient cash flow to make payments of principal and interest as they become due on any future project-related debt, and we may have difficulty obtaining financing for future projects.

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NATURAL EVENTS MAY REDUCE ENERGY PRODUCTION BELOW OUR EXPECTATIONS.

A natural disaster, severe weather or an accident that damages or otherwise adversely affects any of our operations could have a material adverse effect on our business, financial condition and results of operations. Lightning strikes, icing, earthquakes, tornados, extreme wind, severe storms, wildfires and other unfavorable weather conditions or natural disasters could damage or require us to shut down our turbines or related equipment and facilities, impeding our ability to maintain and operate our facilities and decreasing electricity production levels and our revenues. Operational problems, such as degradation of turbine components due to wear or weather or capacity limitations on the electrical transmission network, can also affect the amount of energy we are able to deliver. Any of these events, to the extent not fully covered by insurance, could have a material adverse effect on our business, financial condition and results of operations.

OPERATIONAL PROBLEMS MAY REDUCE ENERGY PRODUCTION BELOW OUR EXPECTATIONS.

Spare parts for wind turbines and key pieces of electrical equipment may be hard to acquire or unavailable to us. Sources for some significant spare parts and other equipment are located outside of North America. If we were to experience a shortage of or inability to acquire critical spare parts, we could incur significant delays in returning facilities to full operation. In addition, we may not hold spare substation main transformers. These transformers are designed specifically for each wind energy project, and the current lead time to receive an order for this type of equipment is over eight months. If we had to replace any future substation main transformers, we could be unable to sell electricity from the affected wind energy project until a replacement is installed. That interruption to our business might not be fully covered by insurance.

WE FACE COMPETITION PRIMARILY FROM OTHER RENEWABLE ENERGY SOURCES AND, IN PARTICULAR, OTHER WIND ENERGY COMPANIES.

We believe our primary competitors are developers and operators focused on renewable energy generation, specifically wind energy companies. We will compete with other wind energy companies primarily for sites with good wind resources that can be built in a cost-effective manner. We will also compete for access to transmission or distribution networks. Because the wind energy industry in the United States is at an early stage, we will also compete with other wind energy developers for the limited pool of personnel with requisite industry knowledge and experience. Furthermore, in recent years, there have been times of increased demand for wind turbine related components, causing turbine suppliers to have difficulty meeting the demand. If these conditions return in the future, component manufacturers may give priority to other market participants, including our competitors, who may have resources greater than ours.

We compete with other renewable energy companies (and energy companies in general) for the financing needed to pursue our development plan. Once we have developed a project and put a project into operation, we may compete on price if we sell electricity into power markets at wholesale market prices. Depending on the regulatory framework and market dynamics of a region, we may also compete with other wind energy companies, as well other renewable energy generators, when we bid on or negotiate for a long-term PPA.

WE WILL ALSO COMPETE WITH TRADITIONAL ENERGY COMPANIES.

We will also compete with traditional energy companies. For example, depending on the regulatory framework and market dynamics of a region, we also compete with traditional electricity producers when we bid on or negotiate for a long-term PPA. Furthermore, technological progress in traditional forms of electricity generation (including technology that reduces or sequesters greenhouse gas emissions) or the discovery of large new deposits of traditional fuels could reduce the cost of electricity generated from those sources or make them more environmentally friendly, and as a consequence reduce the demand for electricity from renewable energy sources or render existing or future wind energy projects uncompetitive. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.

139

NEGATIVE PUBLIC OR COMMUNITY RESPONSE TO WIND ENERGY PROJECTS IN GENERAL OR OUR PROJECTS SPECIFICALLY CAN ADVERSELY AFFECT OUR ABILITY TO DEVELOP OUR WIND FARM PROJECTS.

Negative public or community response to our wind energy projects can adversely affect our ability to develop, construct and operate our projects. This type of negative response can lead to legal, public relations and other challenges that impede our ability to meet our development and construction targets, achieve commercial operations for a project on schedule, address the changing needs of our projects over time, and generate revenues. If we are unable to develop, construct and operate the production capacity that we expect from our future development projects in our anticipated timeframes, it could have a material adverse effect on our business, financial condition and results of operations.

WE NEED GOVERNMENTAL APPROVAL FROM THE COSTA RICAN GOVERNMENT AND PERMITS TO CONSTRUCT AND OPERATE OUR PROJECTS. ANY FAILURE TO PROCURE AND/OR MAINTAIN NECESSARY PERMITS WOULD ADVERSELY AFFECT ONGOING DEVELOPMENT, CONSTRUCTION AND CONTINUING OPERATION OF OUR PROJECTS.

The design, construction and operation of wind energy projects are highly regulated, require various approvals from the government of Costa Rica and permits, including environmental approvals and permits, and may be subject to the imposition of related conditions that vary by jurisdiction. In some cases, these approvals and permits require periodic renewal, which we may not be able to successfully obtain. We cannot predict whether all permits required for a given project will be granted or whether the conditions associated with the permits will be achievable. The denial of a permit essential to a project or the imposition of impractical conditions would impair our ability to develop the project. In addition, we cannot predict whether the permits will attract significant opposition or whether the permitting process will be lengthened due to complexities and appeals. Delay in the review and permitting process for a project can impair or delay our ability to develop that project or increase the cost so substantially that the project is no longer attractive to us. In the future, we may experience delays in developing our future projects due to delays in obtaining non-appealable permits. If we were to commence construction in anticipation of obtaining the final, non-appealable permits needed for a project, we would be subject to the risk of being unable to complete the project if all the permits were not obtained. If this were to occur, we would likely lose a significant portion of our investment in the project and could incur a loss as a result. Any failure to procure and maintain necessary permits would adversely affect ongoing development, construction and continuing operation of our projects.

OUR DEVELOPMENT ACTIVITIES AND OPERATIONS ARE SUBJECT TO NUMEROUS ENVIRONMENTAL, HEALTH AND SAFETY LAWS AND REGULATIONS.

We are subject to numerous environmental, health and safety laws and regulations in each of the jurisdictions in which we intend to operate. These laws and regulations will require us to obtain approvals and maintain permits, undergo environmental impact assessments and review processes and implement environmental, health and safety programs and procedures to control risks associated with the citing, construction, operation and decommissioning of wind energy projects. For example, to obtain permits we could be required to undertake expensive programs to protect and maintain local endangered species. If such programs are not successful, we could be subject to penalties or to revocation of our permits. In addition, permits frequently specify permissible sound levels.

If we do not comply with applicable laws, regulations or permit requirements, we may be required to pay penalties or fines or curtail or cease operations of the affected projects. Violations of environmental and other laws, regulations and permit requirements, including certain violations of laws protecting migratory birds and endangered species, may also result in criminal sanctions or injunctions.

Environmental, health and safety laws, regulations and permit requirements may change or become more stringent. Any such changes could require us to incur materially higher costs than we have incurred to date. Our costs of complying with current and future environmental, health and safety laws, regulations and permit requirements, and any liabilities, fines or other sanctions resulting from violations of them, could adversely affect our business, financial condition and results of operations.

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WE WILL RELY ON TRANSMISSION LINES AND OTHER TRANSMISSION FACILITIES THAT ARE OWNED AND OPERATED BY THIRD PARTIES. WHEREVER WE DEVELOP OUR OWN GENERATOR LEADS, WE WILL BE EXPOSED TO TRANSMISSION FACILITY DEVELOPMENT AND CURTAILMENT RISKS, WHICH MAY DELAY AND INCREASE THE COSTS OF OUR PROJECTS OR REDUCE THE RETURN TO US ON THOSE INVESTMENTS.

We will depend on electric transmission lines owned and operated by third parties to deliver the electricity we generate. Some of our projects may have limited access to interconnection and transmission capacity because there can be many parties seeking access to the limited capacity that may be available. We may not be able to secure access to this limited interconnection or transmission capacity at reasonable prices or at all. Moreover, a failure in the operation by third parties of these transmission facilities could result in our losing revenues because such a failure could limit the amount of electricity we deliver. In addition, our production of electricity may be curtailed due to third-party transmission limitations, reducing our revenues and impairing our ability to capitalize fully on a particular project’s potential. Such a failure could have a material adverse effect on our business, financial condition and results of operations.

In certain circumstances, we may develop our own generator leads in the future from our projects to available electricity transmission or distribution networks when such facilities do not already exist. In some cases, these facilities may cover significant distances. To construct such facilities, we need approvals, permits and land rights, which may be difficult or impossible to acquire or the acquisition of which may require significant expenditures. We may not be successful in these activities, and our projects that rely on such generator lead development may be delayed, have increased costs or not be feasible. Our failure in operating these generator leads could result in lost revenues because it could limit the amount of electricity we are able to deliver. In addition, we may be required by law or regulation to provide service over our facilities to third parties at regulated rates, which could constrain transmission of our power from the affected facilities, or we could be subject to additional regulatory risks associated with being considered the owner of a transmission line.

WE MAY BE UNABLE TO CONSTRUCT OUR WIND ENERGY PROJECTS ON TIME, AND OUR CONSTRUCTION COSTS COULD INCREASE TO LEVELS THAT MAKE A PROJECT TOO EXPENSIVE TO COMPLETE OR MAKE THE RETURN ON OUR INVESTMENT IN THAT PROJECT LESS THAN EXPECTED.

There may be delays or unexpected developments in completing our future wind energy projects, which could cause the construction costs of these projects to exceed our expectations. We may suffer significant construction delays or construction cost increases as a result of a variety of factors, including, without limitation:

	●	failure to manufacture turbines on the required schedule;

	●	failure to receive other critical components and equipment, including batteries, that meet our design specifications on schedule;

	●	failure to complete interconnection to transmission networks;

	●	failure to obtain all necessary rights to land access and use;

	●	failure to receive quality and timely performance of third-party services;

	●	failure to secure and maintain environmental and other permits or approvals;

	●	appeals of environmental and other permits or approvals that we obtain;

	●	failure to obtain capital to develop our planned wind farm projects;

	●	shortage of skilled labor;

	●	inclement weather conditions;

	●	adverse environmental and geological conditions; and

	●	force majeure or other events out of our control.

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Any of these factors could give rise to construction delays and construction costs in excess of our expectations. This could prevent us from completing construction of a project, cause defaults under any potential financing agreements or under PPAs that require completion of project construction by a certain time, cause the project to be unprofitable for us, or otherwise impair our business, financial condition and results of operations.

FUTURE LITIGATION OR ADMINISTRATIVE PROCEEDINGS RELATED TO OUR WIND FARM PROJECTS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

In the future, we may be involved in legal proceedings, administrative proceedings, claims and/or litigation that arise in the ordinary course of business of wind farm projects. Individuals and interest groups may sue to challenge the issuance of a permit for a wind energy project or seek to enjoin construction of a wind energy project. In addition, we may be subject to legal proceedings or claims contesting the construction or operation of future wind energy projects. Unfavorable outcomes or developments relating to any such proceedings, such as judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on our business, financial condition and results of operations.

WE ARE NOT ABLE TO INSURE AGAINST ALL POTENTIAL RISKS AND MAY BECOME SUBJECT TO HIGHER INSURANCE PREMIUMS.

Our wind energy division will be exposed to the risks inherent in the construction and operation of wind energy projects, such as breakdowns, manufacturing defects, natural disasters, terrorist attacks and sabotage, not all of which is insurable. We may also be exposed to environmental risks. We will have insurance policies covering certain risks associated with our business. However, any such insurance policies will not cover losses as a result of force majeure, natural disasters, terrorist attacks or sabotage, among other things. We do not expect to maintain insurance for certain environmental risks, such as environmental contamination with respect to our wind energy business. In addition, our insurance policies may be subject to annual review by our insurers and may not be renewed at all or on similar or favorable terms. A serious uninsured loss or a loss significantly exceeding the limits of our future insurance policies could have a material adverse effect on our business, financial condition and results of operations.

WE FACE FORMIDABLE COMPETITION FROM NUMEROUS ESTABLISHED FIRMS THAT PROVIDE BOTH TRADITIONAL ENTERPRISE VOICE COMMUNICATIONS SOLUTIONS AS WELL AS PROVIDERS OF TECHNOLOGY RELATED TO BUSINESS COLLABORATION AND CONTACT CENTER SOLUTIONS; AS THESE MARKETS EVOLVE, WE EXPECT COMPETITION TO INTENSIFY AND EXPAND TO INCLUDE COMPANIES THAT DO NOT CURRENTLY COMPETE DIRECTLY AGAINST US.

We compete against providers of both traditional enterprise voice communications solutions, as well as providers of technology related to business collaboration and contact center solutions. In addition, because the business collaboration market continues to evolve and technology continues to develop rapidly, we may face competition in the future from companies that do not currently compete against us, but whose current business activities may bring them into competition with us in the future. In particular, information technology and communications applications deployed on converged networks become more integrated to support business collaboration. We may face increased competition from current leaders in information technology infrastructure, information technology, consumer products companies, personal and business applications and the software that connects the network infrastructure to those applications. Several of our existing competitors have, and many of our future competitors may have, greater financial, personnel, technical, research and development and other resources, more well-established brands or reputations and broader customer bases and, as a result, these competitors may be in a stronger position to respond quickly to potential acquisitions and other market opportunities, new or emerging technologies and changes in customer requirements. Some of these competitors may have customer bases that are more geographically balanced and therefore, may be less affected by an economic downturn in a particular region. Other competitors may have deeper expertise in a particular stand-alone technology that develops more quickly than we anticipate. Competitors with greater resources also may be able to offer lower prices, additional products or services or other incentives. Industry consolidations may also create competitors with broader and more geographic coverage and the ability to reach enterprises through communications service providers. Existing customers of data networking companies that compete against us may be inclined to purchase enterprise communications solutions from their current data networking or software vendors. Additionally, as communications and data networks converge, we may face competition from systems integrators that traditionally have been focused on data network integration.

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RISKS RELATED TO THE TELECOMMUNICATIONS INDUSTRY - REGULATION OF IP-BASED NETWORKS AND COMMERCE IN THE UNITED STATES AND ELSEWHERE MAY INCREASE, COMPLIANCE WITH THESE REGULATIONS MAY BE TIME-CONSUMING, DIFFICULT AND COSTLY AND, IF WE FAIL TO COMPLY, OUR SALES MIGHT DECREASE.

In general, the telecommunications industry is highly regulated. Regulatory treatment of VoIP telephony outside the United States varies from country to country and often the laws are unclear. We currently plan to distribute our products and services directly through resellers that may be subject to telecommunications regulations in their home countries. The failure by us or our resellers to comply with these laws and regulations could impact our business operations. Such regulations could include matters such as using or providing VoIP services or protocols, encryption technology and access charges for service providers. The adoption of such regulations could prohibit entry into a target market or force us to withdraw products in one or more jurisdictions. As a result, overall demand for our products could decrease and, at the same time, the cost of selling our products could increase, either of which, or the combination of both, could have a material adverse effect on our business, operating results and financial condition.

In addition, the convergence of the public switched telephone network, or PSTN, and IP-based networks could become subject to governmental regulation, including the imposition of access fees or other tariffs, and such regulation could adversely affect the market for our products and services. User uncertainty regarding future policies and regulations may also affect demand for communications products such as ours. We may be required, or we may otherwise deem it necessary or advisable, to alter our products to address actual or anticipated changes in the regulatory environment. Our inability to timely alter our products or address any regulatory changes may have a material adverse effect on our financial condition, results of operations or cash flows.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY IN OUR HIGHLY COMPETITIVE INDUSTRIES, WHICH COULD ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

We face significant competition in many of the markets in which we do business and expect that this competition will intensify. The principal competitive factors in our business are range of service offerings, global capabilities and price and quality of services. In addition, we believe there has been an industry trend to move agent-based operations toward offshore sites. The trend toward international expansion by foreign and domestic competitors and continuous technological changes may erode profits by bringing new competitors into our markets and reducing prices. Our competitors’ products, services and pricing practices, as well as the timing and circumstances of the entry of additional competitors into our markets, could adversely affect our business, results of operations and financial condition.

We rely on a combination of an internal sales effort and third party relationships to market our services. If we are unable to offset pricing declines through increased transaction volume and greater efficiency due to a failure of our sales efforts or otherwise, our business, results of operations and financial condition could be adversely affected.

~~THE LOSS OF ONE OR MORE MEMBERS OF OUR SENIOR MANAGEMENT OR KEY EMPLOYEES MAY ADVERSELY AFFECT OUR ABILITY TO IMPLEMENT OUR STRATEGY.~~13

RISKS RELATED TO COMMON STOCK

POTENTIAL FUTURE FINANCINGS MAY DILUTE THE HOLDINGS OF OUR CURRENT SHAREHOLDERS.

In order to provide capital for the operation of our business, in the future we may enter into financing arrangements. These arrangements may involve the issuance of new shares of common stock, preferred stock that is convertible into common stock, debt securities that are convertible into common stock or warrants for the purchase of common stock. Any of these items could result in a material increase in the number of shares of common stock outstanding, which would in turn result in a dilution of the ownership interests of existing common shareholders. In addition, these new securities could contain provisions, such as priorities on distributions and voting rights, which could affect the value of our existing common stock.

WE CURRENTLY DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK. AS A RESULT, YOUR ONLY OPPORTUNITY TO ACHIEVE A RETURN ON YOUR INVESTMENT IS IF THE PRICE OF OUR COMMON STOCK APPRECIATES.

We currently do not expect to declare or pay dividends on our common stock. In addition, in the future we may enter into agreements that prohibit or restrict our ability to declare or pay dividends on our common stock. As a result, your only opportunity to achieve a return on your investment will be if the market price of our common stock appreciates and you sell your shares at a profit.

YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST DUE TO THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK.

We are in a capital intensive business and we do not have sufficient funds to finance the growth of our natural gas, oil and wind energy divisions of our business or the construction costs of our development projects or to support our projected capital expenditures. As a result, we will require additional funds from future equity or debt financings, including tax equity financing transactions or sales of preferred shares or convertible debt, to complete the development of new projects and pay the general and administrative costs of our business. We may in the future issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of holders of our common stock. We are currently authorized to issue 2,600,000,000 shares of common stock and 1,401,925,000 shares of preferred stock with preferences and rights as determined by our board of directors. The ~~potential~~ potential issuance of such additional shares of common stock or preferred stock or convertible debt may create downward pressure on the trading price of our common stock. We may also issue additional shares of common stock or other securities that are convertible into or exercisable for common stock in future public offerings or private placements for capital raising purposes or for other business purposes. The future issuance of a substantial number of common shares into the public market, or the perception that such issuance could occur, could adversely affect the prevailing market price of our common shares. A decline in the price of our common shares could make it more difficult to raise ~~unds~~funds through future offerings of our common shares or securities convertible into common shares.

1814

THERE IS CURRENTLY A LIMITED PUBLIC MARKET FOR OUR COMMON STOCK. FAILURE TO DEVELOP OR MAINTAIN A TRADING MARKET COULD NEGATIVELY AFFECT ITS VALUE AND MAKE IT DIFFICULT OR IMPOSSIBLE FOR YOU TO SELL YOUR SHARES.

There has been a limited public market for our common stock and an active public market for our common stock may never develop. Failure to develop or maintain an active trading market could make it difficult for you to sell your shares or recover any part of your investment in us. Even if a market for our common stock does develop, the market price of our common stock may be highly volatile. In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.

“PENNY STOCK” RULES MAY MAKE BUYING OR SELLING OUR COMMON STOCK DIFFICULT.

If the market price for our common stock is below $5.00 per share, trading in our common stock will be subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules would require that any broker-dealer that would recommend our common stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations would require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market price and liquidity of our common stock.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

Currently, we are headquartered in Colorado Springs, Colorado and operate our main office located at 10 Boulder Crescent, Suite 102, Colorado Springs, CO 80903. The office is approximately 973 square feet. The original lease including operating building costs increased to $1,135 per month in November 2012 and ended on October 31, 2013. On November 13, 2013, the Company entered into a second rental amendment to the original lease agreement by and between G. Douglas and Janis Wasson and Engelage Real Estate One, LLC, (Landlord) and Versant Corporation, (Tenant), dated October 15, 2010. The lease expires on November 14, 2016. Not including operating building costs, the minimum base rent schedule is $694.08 per month for the year beginning November 15, 2013, $742.66 per month for the year beginning November 15, 2014, and $794.65 per month for the year beginning November 15, 2015.

Energia Renovable Versant SRL, the Company’s subsidiary, has a lease agreement in Guanacaste, Costa Rica for its wind development project. The lease agreement is not effective until “the moment the Company starts generating electricity.” The term of the lease is for 25 years and is for over 5,300 hectares (over 13,000 acres) of land with a proven wind resource according to our AEP Report. The lease states that cost will be equivalent to 4% of the potential energy generated and sold from the facility. No other payments are required for the lease. If we are unable to generate electricity on the site the lease agreement will not become effective. If we are unsuccessful in executing the PPA, we may have to cease our business operations. The Board believes this Lease Agreement is material due to the term and size of the land contracted for with a proven wind resource.15

Item 3. Legal Proceedings.

Arbitration- Grupo Aldesa- (Pending)

In 2012, the Company filed an arbitration claim with the “Centro Internacional de Conciliacion y Arbitraje” or “CICA” alleging that Grupo Aldesa, S.A., its then investment bank, withheld $195,400 of investor funds from the Company in mid-2011 for its own use and benefit and contrary to the executed agreement between the companies. The case claims that Aldesa received funds from two investors and remitted 50% of those funds and keeping the balance without authorization. Additionally, the Company did notify the Federal Bureau of Investigation (FBI), as well as, the State Attorney General of both Delaware and Colorado in mid-2012. Grupo Aldesa appealed to the Sala Primera de la Corte Suprema (the Supreme Court over these types of legal matters) in October of 2012 claiming CICA did not have subject matter jurisdiction or the right to adjudicate the case. In a strongly worded opinion Sala Primera rejected Aldesa’s appeal in the Company’s favor. CICA has received the official notice from the Sala Primera regarding the opinion and has taken up the case from where we were before the appeal.

The ~~CICA~~legal process has ~~reached~~taken ~~its~~much ~~final~~longer ~~legal~~than ~~stage,~~anticipated wedue to structural changes in the courts themselves. We do expect to be notified of a resolution soon. The funds in question are ~~awaiting~~investor funds, so any funds returned would be returned to the ~~final~~investors ~~judgment~~themselves. This ~~which~~action iswas ~~expected~~taken by the Company to try and resolve this ~~year~~overcharge of its subscription to Preferred Class A, while a private Company, on behalf of the investors.

Exchange Under Section 3(a)(10)

On March 19, 2014, the Circuit Court of the Second Judicial Circuit in and for Leon County, Florida (the “Court”), entered an order (the “Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with a stipulation of settlement (the “Settlement Agreement”) between STL Marketing Group, Inc., a Colorado corporation (the “Company”), and Tarpon Bay Partners, LLC, a Florida limited liability company (“Tarpon”), in the matter entitled Tarpon Bay Partners, LLC v. STL Marketing Group, Inc., Case No. 2014-CA-278 (the “Action”). Tarpon commenced the Action against the Company on February 6, 2014 to recover an aggregate of $519,281.96 of past-due accounts payable of the Company, which Tarpon had purchased from certain service providers of the Company pursuant to the terms of separate receivable purchase agreements between Tarpon and each of such vendors (the “Assigned Accounts”), plus fees and costs (the “Claim”). The Assigned Accounts relate to certain legal, accounting, and financial services. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company and Tarpon upon execution of the Order by the Court on March 19, 2014. Please see the current report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2014.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except for the foregoing, we are not currently involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 4. Mine Safety Disclosures.

Not applicable

2016

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a) Market Information

Our shares of common stock are currently quoted on the OTCQB under the symbol “STLK”. We have provided ranges of high and low bids per share of our common stock for the applicable periods as available.

The following table sets forth the range of available high and low bid quotations as reported on the OTCQB for the periods indicated.

Fiscal Year Ended December 31, 2013	High		Low
Quarter ended December 31, 2013	$	.3585	$	.132
Quarter ended September 30, 2013	$	.2685	$	.0765
Quarter ended June 30, 2013	$	.27	$	.0525
Quarter ended March 31, 2013		.24		.033

Fiscal Year Ended December 31, 2014	High		Low
Quarter ended December 31, 2014	$	.006	$	.004
Quarter ended September 30, 2014		.0735		.003
Quarter ended June 30, 2014		.1575		.0165
Quarter ended March 31, 2014		.3555		.1155

Fiscal Year Ended December 31, 2015		High	Low
Quarter ended December 31, 2015	$	.0001	$	.0001
Quarter ended September 30, 2015		.0001		.0001
Quarter ended June 30, 2015		.0001		.0001
Quarter ended March 31, 2015		.0015		.0007

(b) Holders

As of April 1514, ~~2015~~2016, a total of ~~145~~995,~~697~~394,~~286~~273 shares of the Company’s common stock are currently outstanding held by approximately 195 shareholders of record. This figure does not take into account those shareholders whose certificates are held in the name of broker-dealers or other nominees.

(c) Dividends

We have not declared or paid any dividends on our common stock and intend to retain any future earnings to fund the development and growth of our business. Therefore, we do not anticipate paying dividends on our common stock for the foreseeable future. There are no restrictions on our present ability to pay dividends to stockholders of our common stock, other than those prescribed by Delaware law.

(d) Securities Authorized for Issuance under Equity Compensation Plans

We currently do not have an equity compensation plan.

Rule 10B-18 Transactions

During the year ended December 31, ~~2014~~2015, there were no repurchases of the Company’s common stock by the Company.

Recent Sales of Unregistered Securities

There were no sales of unregistered securities not already reported on the Company’s quarterly filings on Form 10-Q or on a Current Report on Form 8-K.

Item 6. Selected Financial Data.

Pursuant to permissive authority under Regulation S-K, Rule 301, we have omitted Selected Financial Data.

2117

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations

THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS ANNUAL REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS ANNUAL REPORT.

Plan of Operation

The Company’s ~~efforts~~has ~~through~~reported the ~~fiscal~~delays ~~year~~in ~~ended~~private ~~December~~power ~~31,~~generation ~~2014~~in Costa Rica and ~~for~~its effects on the ~~next~~Company. 12At ~~months~~this ~~are~~time, ~~focused~~there is no clear timing on when the ~~following two~~government’s ~~key~~policies ~~areas:~~and ~~(i)~~views ~~continuing~~will ~~efforts~~change, toif ~~pursue~~ever. As previously reported, the ~~proposed~~Company has ~~Power~~significantly ~~Purchase~~reduced ~~Agreement~~or ~~(“PPA”)~~eliminated toany ~~begin~~expenditures ~~generating renewable~~or ~~wind~~work ~~energy~~in Costa Rica. If the delays in Costa Rica take much more time to resolve themselves, ~~and~~it ~~(ii)~~is ~~the~~entirely ~~initiation~~possible ofthat ~~our~~the ~~telecommunications~~Company ~~business~~will ~~focused~~cease onpursuing the ~~distribution~~Power ~~and~~Purchase Agreement. Information ~~sales~~pertaining ofto ~~VoIP~~these ~~telecommunications~~efforts ~~equipment~~can ~~(“PBX~~be ~~Systems”)~~found in previous filings.

~~Efforts~~As a result of the delays in Costa Rica, the Company has pivoted to ~~Finalize~~technology, an area where executive management has significant expertise and sales experience. The Company’s efforts for the ~~Power~~next ~~Purchase~~12 ~~Agreement~~months are focused on software applications in the following three areas: (i) PhoneSuite Solutions overseas sale of VoIP telecommunications equipment (“PBX Systems”); (ii) the commercialization, sale and adoption of F3TCH, a mobile APP designed to enhance a hotel guests interaction within the hotel services worldwide; and (iii) the sale and commercialization of the Hound Software branded software platform comprised of Data Wrangling, Analytics, Automated Workflow and Telecommunications modules.

InDue ~~December~~to ~~2012,~~the weeffect ~~received~~it anhad ~~official~~on ~~letter~~operations, ~~affirming~~it ~~our~~is ~~PPA~~important ~~proposal~~to ~~from~~note ~~the~~that ~~Compañia~~last ~~Nacional~~year dewas ~~Fuerza~~personally ydifficult ~~Luz~~for ~~(“CNFL”)~~everyone at the Company. ~~issued~~As ~~and~~a ~~signed~~very bysmall ~~its~~company, ~~General~~there ~~Manager~~was ~~and~~an ~~filed~~unavoidable ~~with~~delay in our efforts due to the ~~Securities~~personal ~~and~~tragedy ~~Exchange~~that ~~Commission~~affected onour ~~July~~team. 30On April 2, ~~2013~~2015, (the ~~“PPA Letter”).~~eldest Inson ~~2013,~~of ~~based~~the onCEO died at the ~~PPA~~United ~~Letter~~States ~~and~~Air ~~ongoing~~Force ~~meetings~~Academy, six weeks from graduating with ~~the~~honors ~~CNFL~~with an astronautics degree. Less than a few weeks later, on April 15th, the ~~Company~~CEO’s ~~had~~wife ~~its~~went ~~personnel~~missing. inShe ~~Costa~~was ~~Rica~~found ~~providing~~three ~~additional~~days ~~technical~~later ~~and~~in ~~tender~~the ~~information~~mountains, indeceased. anThese ~~effort~~people were either family or very close to ~~finalize~~everyone at the ~~PPA~~Company. ~~However,~~While ~~since~~we continued ~~November~~operations ~~2013,~~and ~~the~~made ~~Costa Rica~~every ~~presidential~~attempt ~~elections~~to ~~were~~push inthrough, ~~process~~the ~~and~~effect on our progress, or lack thereof, was ~~delayed~~marked and significant.

The Costa Rica presidential elections resulted in Mr. Luis Guillermo Solis becoming the President of Costa Rica (as the candidate from the Partido Accion Ciudadana or PAC). We believed Mr. Solis, as a candidate, took a very favorable position to the generation of electricity by private enterprises as part of an overall solution to the energy crisis of the country. However, since his election, President Solis has since appointed the new Grupo ICE Chairman and CEO whom we believe opposes any private generation of electricity. Further complicating matters, the General Manager who issued us the PPA Letter from CNFL, was unexpectedly removed from office. In fact, a great majority of the CNFL executive staff, who the Company believes was key in its efforts to finalize the PPA have been removed and replaced.

As a result, the Board has reached out to CNFL and requested a meeting with the new General Manager to move forward on our PPA proposal as reflected in the PPA Letter. The Company will also be exploring alternatives to CNFL, including the possibility of a 7200/7508 license (maximum of 20MW). At this time, it is unclear on how these changes affect our progress to date. Due to the governmental changes in Costa Rica, we may have to reinitiate the process with CNFL.

In the interim, the Company has cut its operating costs in Costa Rica by approximately $13,000 per month. Most of the professional studies and technical assessments for the PPA have been paid for and will continue to be applicable in the future leaving minimal costs for us to continue pursuing the PPA. Additionally, the Company believes that all of the services related to the PPA can be easily reinstated or expanded as needed.

In October 2014, the Company met with representatives of CNFL and has also met with a variety of business and government officials to gather more information on the eighteen-month review of private generation in Costa Rica. We believe from these meetings that there is a possibility that the delay may be less than the announced eighteen months and that the Company may be allowed to continue its PPA work in 2016. The Company is cautiously optimistic about this possibility and is continuing its political work to ensure we are up to date and fully informed. We believe the political pressure to address rising energy costs is becoming a point of concern for the new administration. For now, the Company continues to operate in Costa Rica at reduced staff levels.

PhoneSuite Solutions, Inc.

OnOur ~~May~~latest ~~29,~~efforts ~~2014,~~have ~~the~~been ~~Board~~producing a lot of ~~Directors~~activity ~~(the~~and ~~“Board”)~~interest. ofWe ~~STL~~are ~~Marketing~~continuing ~~Group,~~to ~~Inc.~~add ~~(the~~new ~~“Company”)~~dealers ~~approved the~~to ~~formation~~bolster ofour ~~PhoneSuite~~presence in ~~Solutions,~~key ~~Inc~~areas. ~~(“PSS”),~~We asare acurrently ~~Delaware~~working ~~corporation~~to ~~and~~create a ~~wholly~~structure ~~owned~~that ~~subsidiary~~will ofhelp ~~the~~garner more sales activity from our existing dealer ~~Company~~base, e.g. Onquotes, ~~June 16~~meetings, ~~2014~~demos etc. In addition, ~~the~~our ~~Board~~goal ~~approved~~is to further the ~~issuance~~US offocused ~~one-hundred~~brand overseas, which Call Management Products, Inc (~~100~~“CMP” d/b/a Phonesuite) ~~shares~~claims ofto ~~common~~have ~~stock~~installed offive ~~PSS~~thousand tosystems ~~the~~since ~~Company~~its inception (~~the “Subsidiary~~North ~~Shares”~~America). Our ~~The~~meeting ~~Subsidiary~~with ~~Shares~~a ~~represent~~major ~~100%~~US ofchain ~~the~~this ~~authorized~~past ~~shares~~October, ofwas ~~common~~positive ~~stock~~and ofwe ~~PSS~~are now working that hotel’s pipeline lists for various opportunities.

InOn ~~2015~~the technology front, we have finalized our cloud infrastructure to be able to provide the ~~Company~~contracted features to overseas properties, as required by one of CMP’s ~~focus~~contracted ispartners- Hilton Hotels Worldwide. We chose Amazon’s Web Services for ~~PhoneSuite~~this deployment ~~Solutions~~and look forward to pursuing new business opportunities for this with other chains, ~~Inc~~overseas. AWS is a very reliable, redundant and a powerful infrastructure from which to ~~begin~~deliver ~~generating~~the ~~revenue~~PhoneSuite product. While we feel confident we can go to market with this structure, ~~add~~we ~~dealers~~caution that adoption by hotels for a cloud-based service has not gained as much momentum as in the generic business community. However, it is a contractual requirement for Hilton and ~~follow~~we ~~through~~do have a premise based IP solution available that ~~with~~is ~~our~~already ~~goal~~working and in properties here in the USA (though CMP). Please note that CMP is a separate company and not related to ~~gain~~STL ~~financial~~Marketing ~~independence~~Group, Inc.

~~For~~F3TCH- ~~the~~“Hotel ~~years~~Phones ~~ended~~Just ~~December~~Got ~~31,~~a ~~2014~~Whole ~~and~~Lot ~~2013~~Smarter”

~~For~~On November 5, 2015 the ~~years~~Company ~~ended~~entered ~~December~~into 31a binding Letter of Intent with Camposagrado, ~~2014~~Inc. to market and ~~2013~~commercialize Camposagrado’s patent pending Application or “APP”. This Application, trademarked as F3TCH, migrates the ~~Company~~hotel ~~reported~~guestroom telephone to a ~~net~~user’s ~~loss~~smart ~~of $(771~~device,~~742)~~ including their smartphone or tablet and ~~$(2,458,632),~~will ~~respectively.~~allow ~~The~~the guest to utilize their own smart device ~~change~~as intheir ~~net~~point ~~loss~~of ~~between~~contact within the ~~periods~~hotel’s ~~ended~~communications ~~December~~platform ~~31,~~during ~~2014~~their ~~and~~stay ~~2013~~at a “F3TCH compatible” hotel. The App is ~~due~~intended to abe ~~decrease~~free into ~~derivative~~users ~~liabilities~~and hotels and is monetized through the placement of advertisements on the Application.

~~Operating~~Hound expenses decreased by roughly 8% during the year ended December 31, 2014, as compared to the year ended December 31, 2013. The $60,635 decrease in operating expenses is primarily attributed to the following changes in operating expenses: decrease in professional fees of $89,041 and increase in general and administrative of $33,405 primarily related to the additional startup expenses of PhoneSuite Solutions.Software

On August 3, 2015 the Company entered into a Letter of Intent with a software developer, Kinetos, S.A.. The Board of Directors is reviewing documentation to implement the Letter of Intent in a more formal manner between the partners. The KINETOS software platform is being branded under the name Hound Software. The Company will release information on this as soon as it is available. We look forward to making this public.

Management and legal counsel have reviewed previous agreements and believe, pursuant to the Stock Purchase and Share Exchange Agreement effective as of January 31, 2009 (the “2009 Agreement”) entered into by the Company (then known as Image Worldwide, Inc., a Colorado corporation). Image Worldwide Marketing, Inc., a Delaware corporation and subsidiary of the Company (“Image Worldwide Marketing Delaware”), and St. Louis Packaging, Inc., an Illinois corporation, that Image Worldwide Delaware should have assumed all liabilities of the Company as of or prior to the 2009 Agreement. Management believes this amounts to $308,333 of debt (including $265,000 of convertible debt), plus its related interest and derivatives. The Company is currently reviewing and weighing its options and will proceed accordingly. At December 31, 2015 and 2014 this debt is included on the accompanying consolidated financial statements.

For the years ended December 31, 2015 and 2014

For the period ended December 31, 2015 and 2014, the Company reported a net loss of $(1,155,951) and $(220,734), respectively. The change in net loss between the periods ended December 31, 2015 and 2014 is primarily due to a decrease in the derivative liabilities.

Operating expenses decreased by $344,563 during the period ended December 31, 2015, as compared to the period ended December 31, 2014. This decrease in operating expenses is primarily attributed to the following changes in operating expenses: decrease in professional fees of $258,069 due a decrease in outside services and a decrease in general and administrative of $91,494 due to a decrease in offering cost expense in 2015 compared to 2014 and a decrease in overall operating expenses.

The Company has no revenues to date.

Liquidity and Capital Resources

As of December 31, ~~2014~~2015, we had a working deficit of $56,~~017~~048,~~677~~478 as compared to December 31, ~~2013~~2014 of $5,~~402~~101,~~299~~747, aan ~~decrease~~increase of $~~384~~946,~~622~~731. The ~~decrease~~increase in working capital deficit for the period ended December 31, ~~2014~~2015, is primarily attributed to an increase in ~~the Company’s assets deferred offering costs of $59,070, as well as a decrease in~~ derivative liabilities of $~~810~~597,~~674~~502. In addition, the Company had an increase in liabilities related to accrued payables and expenses of $~~201~~241,~~151~~980, ~~additional convertible notes,~~ ~~net of discount of $280,381~~ and ~~settlement and stock liability of a net $29,848. There was also a decrease~~ in notes payable ~~of $57,100~~- ~~and notes payable –~~ related party of $31107,~~198~~571.

Net cash used in operating activities for the ~~year~~period ended December 31, ~~2014~~2015 and ~~2013~~2014, was $(~~286~~165,~~175~~880) and $(~~331~~286,~~349~~175), respectively. The ~~net~~Net ~~loss~~Loss for the ~~year~~period ended December 31, ~~2014~~2015 and ~~2013~~2014 was $(~~771~~1,~~742~~155,951) and $(2220,~~458,632~~734), respectively.

Net cash provided by investing activities for the ~~year~~period ended December 31, ~~2014~~2015 was $20,~~758,~~ as compared to the ~~year~~period ended December 31, ~~2013~~2014 ~~was~~of $142,~~806~~758.

Net cash provided by all financing activities for the ~~year~~period ended December 31, ~~2014~~2015 was $~~282~~166,~~802~~571, as compared to $~~317~~282,~~075~~802 for the ~~year~~ period ended December 31, ~~2013~~2014. During the ~~year~~ period ended December 31, ~~2014~~2015, the Company sold notes for the proceeds of $~~314~~59,000.

AsAt ~~reflected~~December in31, 2015, the ~~accompanying~~Company ~~financial~~had ~~statements,~~cash ~~the~~on ~~Company~~hand ~~has~~for a$793. ~~net~~Management ~~loss~~estimates ~~and~~that ~~net~~the ~~cash~~current ~~used~~funds inon hand will not be sufficient to continue operations. ofManagement ~~$771~~is currently seeking additional funds,~~742~~ primarily through the issuance of debt and equity securities ~~$286,175,~~for ~~respectively~~cash to operate our business, ~~for~~and estimates that a significant amount of capital will be necessary to advance the ~~year~~development of ~~ended~~our ~~December~~projects ~~31,~~to ~~2014~~the point at which they will become commercially viable.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 8. Financial Statements.

Our consolidated financial statements begin on page F-1 at the end of this Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

~~Not~~On ~~applicable~~August 6, 2015 the Company dismissed Rosenberg Rich Baker Berman & Company (“RRBB”) as its independent registered public accounting firm. None of the reports of RRBB on the Company’s financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Company’s audited financial statements contained in its Form 10-K for the year ended December 31, 2013 and December 31, 2014, contained a going concern qualification in the Registrant’s audited financial statements.

During the two most recent fiscal years and any subsequent interim period preceding RRBB’s dismissal, there were no disagreements with RRBB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of RRBB concerning the subject matter of each of such disagreements would have caused them to make reference thereto in their report on the financial statements.

On August 6, 2015, the Company’s Board of Directors approved the engagement of Weinberg & Company, PA (“Weinberg”), as the Company’s independent registered public accounting firm, to audit the Company’s financial statements and to perform reviews of interim financial statements. During the fiscal years ended December 31, 2014 and 2013, and any subsequent interim period through August 6, 2015, neither the Company nor anyone acting on its behalf consulted with Weinberg regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Registrant, or the type of audit opinion that might be rendered by Weinberg on the Company’s financial statements; or (ii) any matter that was either the subject of a disagreement with RRBB or a reportable event with respect to RRBB.

Item 9A. Controls and Procedures.

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) are not effective to ensure that information required to be disclosed by us in report that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Company management is responsible for establishing and maintaining internal controls over financial reporting and disclosure controls. Internal Control Over Financial Reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

(1)	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

(2)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the registrant; and

(3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is appropriately recorded, processed, summarized and reported within the specified time periods.

Management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, ~~2014~~2015, based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management concluded that as of December 31, ~~2014~~2015, it had material weaknesses in its internal control procedures.

As of December 31, ~~2014~~2015, we have concluded that our internal control over financial reporting was ineffective. The Company’s assessment identified certain material weaknesses, which are set forth below:

Functional Controls and Segregation of Duties

Because of the Company’s limited resources, there are limited controls over information processing.

There is an inadequate segregation of duties consistent with control objectives. Our Company’s management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist. In ~~addition, we lack sufficient internal accounting expertise with respect to SEC reporting requirements. In~~ order to remedy this situation we would need to hire additional staff. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.

Accordingly, as the result of identifying the above material weaknesses we have concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

Management believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size. Management believes these weaknesses did not have a material effect on our financial results and intends to take remedial actions upon receiving funding for the Company’s business operations.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report herein.

We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us by preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that preparing and implementing sufficient written policies and checklists will remedy the material weaknesses pertaining to insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies, including:

(1)	We will revise processes to provide for a greater role of independent board members in the oversight and review until such time that we are adequately capitalized to permit hiring additional personnel to address segregation of duties issues, ineffective controls over the revenue cycle and insufficient supervision and review by our corporate management.

(2)	We will continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.

We intend to consider the results of our remediation efforts and related testing as part of our year-end ~~2014~~2015 assessment of the effectiveness of our internal control over financial reporting.

Subsequent to December 31, ~~2014~~2015, we have undertaken the following steps to address the deficiencies stated above:

●

Continued the development and documentation of internal controls and procedures surrounding the financial reporting process, primarily through the use of account reconciliations, and supervision.

Item 9B. Other Information.

Not applicable.

2521

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

The following table discloses our directors and executive officers as of April 1514, ~~2015~~2016.

Name	Age	Position
Jose P. Quiros	4748	Chief Executive Officer, Chairman
Jaime L. Kniep	3839	Chief Financial Officer, Director
Ing. Pedro P. Quiros	7677	Director

Jose P. Quiros, age 4748, Chief Executive Officer, Chairman

Mr. Quiros has worked at a variety of industries and companies from start-ups to Fortune 1000 companies. He has operated companies in the UK, Dubai, India, Russia and the US. Most recently, Mr. Quiros was the Chief Operating Officer for CETIS, a telecommunications manufacturer from 2006 through 2010. While at CETIS, he undertook a multi continent expansion and completed two successful mergers and acquisitions.

Mr. Quiros received two Bachelor of Science from Barry University in Miami. He holds degrees in Economics/ Finance & International Business Management and graduated Summa Cum Laude. Mr. Quiros also attended the University of Miami School of Law.

Ing. Pedro P. Quiros, age 7677, Director

Ing. Pedro P. Quiros (“Ing. Quiros”), began his career as a high level executive at the Instituto Costarricense de Electricidad (ICE). Over the past 50 years, he has had a varied career where he worked at a variety of multinational corporations such as Ascom-Timeplex, ITT, Harris Corporation, General Electric and GTECH to name a few. He has operated, restructured and started companies in more than a dozen countries including telecommunications systems in Saudi Arabia, Jordan, Brazil and Colombia. Most recently, Ing. Quiros served, from 2006 through 2010, as the Chief Executive Officer & Chairman of the Instituto Costarricense de Electricidad (Grupo ICE) where he oversaw that company’s telecommunications and electrical utilities companies. ICE has revenue of $1 billion, over twenty thousand employees and is Costa Rica’s predominant state owned telecommunications and energy company.

Ing. Quiros received his Bachelor’s Degree in Mathematics from St. Michael’s College, Vermont, (magna cum laude) and Bachelor’s Degree Electrical Engineering degree from Purdue University, Indiana.

2622

Jaime L. Kniep, age 3839, Chief Financial Officer, Director

Ms. Kniep has focused her career in business management and accounting. She has worked for several companies directly handling their financials, daily accounting practices and overall internal procedures. From 2000 to 2010, Ms. Kniep served in a variety or roles and rose to be the Financial Controller for CETIS, Inc., a manufacturer of telecommunications equipment, where she managed $30 mm in revenues. In this role, she managed four offices containing a staff of ten accountants, bookkeepers, and administrative people on three continents.

Ms. Kniep attended Utah State University.

Family Relationships.

The Chairman of the Board, Mr. Jose Quiros is the son of our Director, Mr. Ing. Pedro P. Quiros.

Board Committees and Charters

We currently have no committees of the Board of Directors of the Company.

Involvement in Certain Legal Proceedings

During the past five years no director, person nominated to become a director, executive officer, promoter or control person of the Company has: (i) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or (iv) been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended December 31, ~~2014~~2015, were timely.

Code of Ethics

The Company has had a Code of Ethics since the merger and has this Code posted on its website along with its Corporate Governance documents.

Item 11. Executive Compensation.

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the periods ended December 31, 2015, 2014, 2013 and 2012.

Name and Principal Position	Year		Salary $)		~~Salary $)~~		Bonus ($)		~~Bonus ($)~~		Stock Awards ($)		~~Stock Awards ($)~~		Option Awards ($)		~~Option Awards ($)~~		Nonequity Incentive Plan Compensation ($)		~~Nonequity Incentive Plan Compensation ($)~~		Nonqualified Deferred Compensation Earnings ($)		~~Nonqualified Deferred Compensation Earnings ($)~~	All Other Compensation ($)			Total ($)
(a)	(b)		(c)		~~(c)~~		(d)		~~(d)~~		(e)		~~(e)~~		(f)		~~(f)~~		(g)		~~(g)~~		(h)		~~(h)~~	(i)			(j)
Jose P. Quiros President & CEO(1)	2015	~~2014~~	$	130,000	$	~~130,000~~	$	0.00	$	~~0.00~~	$	0.00	$	~~0.00~~	$	0.00	$	~~0.00~~	$	0.00	$	~~0.00~~	$	0.00	~~$0.00~~	$	0.00	$	~~130,000~~$	130,000
		2013			$	130,000			$	0.00			$	0.00			$	0.00			$	0.00			$0.00	$	0.00	$	130,000
	2014		$	130,000			$	0.00			$	0.00			$	0.00			$	0.00			$	0.00		$	0.00		$	130,000
		2012			$	130,000			$	0.00			$	0.00			$	0.00			$	0.00			$0.00	$	0.00	$	130,000
	2013		$	130,000			$	0.00			$	0.00			$	0.00			$	0.00			$	0.00		$	0.00		$	130,000
Jaime L. Kniep Chief Financial Officer(2)		2014			$	100,000			$	0.00			$	0.00			$	0.00			$	0.00			$0.00	$	0.00	$	100,000
	2012		$	130,000			$	0.00			$	0.00			$	0.00			$	0.00			$	0.00		$	0.00		$	130,000
		2013			$	100,000			$	0.00			$	0.00			$	0.00			$	0.00			$0.00	$	0.00	$	100,000
Jaime L. Kniep Chief Financial Officer(2)	2015		$	100,000			$	0.00			$	0.00			$	0.00			$	0.00			$	0.00		$	0.00		$	100,000
		2012			$	100,000			$	0.00			$	0.00			$	0.00			$	0.00			$0.00	$	0.00	$	100,000
	2014		$	100,000			$	0.00			$	0.00			$	0.00			$	0.00			$	0.00		$	0.00		$	100,000
	2013		$	100,000			$	0.00			$	0.00			$	0.00			$	0.00			$	0.00		$	0.00		$	100,000
	2012		$	100,000			$	0.00			$	0.00			$	0.00			$	0.00			$	0.00		$	0.00		$	100,000

	(1)	The following amounts were accrued $124,000, $72,231, $82,820, $125,000, for 2015, 2014, 2013 and 2012, respectively.
	(2)	The following amounts were accrued $47,350, $91,569, $55,000, $95,000 for 2015, 2014, 2013 and 2012, respectively.

We currently do not have any retirement, pension, profit-sharing, stock options or insurance programs for the benefit of our employees.

Members of the Company’s Board of Directors receive a stipend of $100 per meeting per director.

Currently, the Company does not have an equity incentive plan and therefore has no outstanding equity awards as of April 1514, ~~2015~~2016.

Employment Contracts

Currently, the Company has employment contracts with Mr. Jose P. Quiros and Mrs. Jaime L. Kniep.

Mr. Jose Quiros

Effective October 15, 2012, the Company and Mr. Jose P Quiros, our President and Chief Executive Officer, entered into a five (5) year employment agreement, which provides for an annual salary of $130,000. Under such agreement, Mr. Quiros shall administer, supervise, manage and control the business development of the Company and conduct day to day managerial duties as are customary for such a position. The Company will provide Mr. Quiros with medical dental and life insurance. The Company will reimburse of all his reasonable and necessary travel, entertainment or other related expenses incurred by him in carrying out his duties and responsibilities under the agreement.

The Company may terminate Mr. Quiros with or without cause upon thirty (30) days written notice. In the event that Mr. Quiros is terminated without cause all compensation owed to him will be due immediately upon such termination. During the term of his employment, Mr. Quiros will not work for or provide any services in any capacity to any competitor during the term of his employment and for (1) year thereafter.

Mrs. Jaime L. Kniep.

Effective October 15, 2012, the Company and Mrs. Jaime L Kniep, our Chief Financial Officer, entered into a five (5) year employment agreement, which provides for an annual salary of $100,000. Under such agreement, Mrs. Kniep shall perform such duties as are customary with her position including, but not limited to, managing the Company’s finances and reviewing and preparing financials statements. The Company will provide Mrs. Kniep with medical dental and life insurance. The Company will reimburse of all her reasonable and necessary travel, entertainment or other related expenses incurred by him in carrying out her duties and responsibilities under the agreement.

The Company may terminate Mrs. Kniep with or without cause upon thirty (30) days written notice. In the event that Mrs. Kniep is terminated without cause all compensation owed to her will be due immediately upon such termination. During the term of her employment, Mrs. Kniep will not work for or provide any services in any capacity to any competitor during the term of her employment and for (1) year thereafter.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table summarizes certain information regarding the beneficial ownership (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) of outstanding Common Stock and Preferred Stock as of April 1514, ~~2015~~2016, by (i) each person known by us to be the beneficial owner of more than 5% of the outstanding Common Stock, (ii) each of our directors, (iii) each of our named executive officers (as defined in Item 403(a) of Regulation S-K under the Securities Act), and (iv) all executive officers and directors as a group. Except as indicated in the footnotes below, the security and stockholders listed on the following page possess sole voting and investment power with respect to their shares.

	Common Stock (4)					Series A Preferred Stock (4)		Series B Preferred Stock (4)					Series C Preferred Stock (4)
Name and Address of Beneficial Owner (1)(2)	Number of Shares Owned		Percent of Class			Number of Shares Owned	Percent of Class	Number of Shares Owned		Percent of Class			Number of Shares Owned	Percent of Class	All Stock
Versant I, Inc. (3)		100,000,000		11.05	%				1,400,000,000		100	%				1,500,000,000	11.05% of Common Stock 100% of Series B Preferred Stock
Jaime L. Kniep																	0%
Pedro Quiros																	0%
All Directors and Executive Officers as a Group		100,000,000		11.05	%				1,400,000,000		100	%					12.52% of Common Stock 100% of Series B Preferred Stock
Cede & Co.		128,557,281		88.24												128,557,281	88.24% of Common Stock

	Common Stock (4)					Series A Preferred Stock (4)		Series B Preferred Stock (4)					Series C Preferred Stock (4)
Name and Address of Beneficial Owner (1)(2)	Number of Shares Owned		Percent of Class			Number of Shares Owned	Percent of Class	Number of Shares Owned		Percent of Class			Number of Shares Owned	Percent of Class	All Stock
Versant I, Inc. (3)		6,666,667		0.66	%				1,400,000,000		100	%				1,406,666,667	0.66% of Common Stock 100% of Series B Preferred Stock
All Directors and Executive Officers as a Group		6,666,667		0.66	%				1,400,000,000		100	%				1,406,666,667	0.66% of Common Stock 100% of Series B Preferred Stock

(1) Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table. Unless otherwise stated, the address of all beneficial owners is 10 Boulder Crescent, Suite 102, Colorado Springs, CO 80903.

(2) Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants. There are ~~145~~995,~~697~~394,~~286~~273 shares of common stock, 1,800,000 shares of Series A Preferred Stock, 1,400,000,000 shares of Series B Preferred stock and 0 shares of series C Preferred Stock, respectively, issued and outstanding as of April 1514, ~~2015~~2016 including securities exercisable or convertible into shares of Common Stock within sixty (60) days hereof for each stockholder.

(3) The shares held by Versant I, Inc. are owned by Jose P. Quiros, our Chief Executive Officer.

(4) The Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock have voting rights of 1 vote per share, 1 vote per share, 1.6 votes per share and 0 votes per shares, respectively.

General

The Company is authorized by its Certificate of Incorporation to issue an aggregate of 4,001,925,000 shares of capital stock, of which 2,600,000,000 are shares of common stock, par value $0.001 per share (the “Common Stock”), and 1,800,000 are shares of Series A preferred stock, par value $1.00 per share, 1,400,000,000 are shares of Series B preferred stock, par value $0.001 per share, and 125,000 are shares of Series C preferred stock, par value $0.001 per share (collectively the “Preferred Stock”). As of April 1514, ~~2015~~2016, ~~145~~995,~~697~~394,~~286~~273 shares of Common Stock, 1,800,000 shares of Series A Preferred Stock, and 1,400,000,000 shares of Series B Preferred Stock were issued and outstanding.

(1) Common Stock

The holders of our Common Stock (i) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (ii) are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; (iii) do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.

The shares of our Common Stock are not subject to any future call or assessment and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the shares of our Common Stock and they all rank at equal rate or “paripassu”, or each with the other, as to all benefits, which might accrue to the holders of the shares of our Common Stock. All registered shareholders are entitled to receive a notice of any general annual meeting to be convened.

At any general meeting, subject to the restrictions on joint registered owners of shares of our Common Stock, on a showing of hands, every shareholder who is present in person and entitled to vote has one vote, and on a poll every shareholder has one vote for each share of our Common Stock of which he is the registered owner and may exercise such vote either in person or by proxy. Holders of shares of our Common Stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

(2) Preferred Stock

Our Board of Directors is authorized to issue 1,401,925,000 shares of preferred stock in one or more series, from time to time, with each such series to have such designation, relative rights, preferences or limitations as shall be stated and expressed in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors, subject to the limitations prescribed by law and in accordance with the provisions of our Certificate of Incorporation, the Board of Directors being expressly vested with authority to adopt any such resolution or resolutions.

Shares of voting or convertible preferred stock could be issued, or rights to purchase such shares could be issued, to create voting impediments or to frustrate persons seeking to effect a takeover or otherwise gain control of our Company. The ability of the Board to issue such additional shares of preferred stock, with rights and preferences it deems advisable, could discourage an attempt by a party to acquire control of our Company by tender offer or other means. Such issuances could therefore deprive shareholders of benefits that could result from such an attempt, such as the realization of a premium over the market price for their shares in a tender offer or the temporary increase in market price that such an attempt could cause.

Series A Convertible Preferred Stock

As of April 1514, ~~2015~~2016, 1,800,000 shares of our Series A Preferred Stock (the “Series A Preferred”) have been designated, of which 1,800,000 are issued and outstanding and held by five shareholders. Each share of the Series A Preferred has one vote per share and the holder(s) of the Series A Preferred shall have the right to vote with the holders of the Company’s Common Stock on all matters that are submitted to the Company’s stockholders. Each share of the Series A Preferred Stock shall be entitled to a 10% preferred annual dividend on Par ($0.10 per share) non-cumulative on any dividends, whether ordinary or liquidating that may be declared or paid by this Company. At the option of the holder of the Series A Preferred, each share of the Series A Preferred may be converted into the Company’s common stock at any time and from time to time after March 1, 2018. The Series A Preferred does not contain any sinking fund provisions.

~~Series B Convertible Preferred Stock~~26

~~As of April 15, 2015, 1,400,000,000 shares of our~~ Series ~~B Preferred Stock have been designated, of which all are issued and outstanding~~ ~~and held by one shareholder. Each share of the Series~~ B Preferred Stock (the “Series B Preferred”) shall have a 1.6 votes per share and shall be entitled to any non-preferred dividends, whether ordinary or liquidating, that may be declared or paid by the Company. The Series Preferred do not have contain any sinking fund provisions and have no conversion rights.

As of April 14, 2016, 1,400,000,000 shares of our Series B Preferred Stock have been designated, of which all are issued and outstanding and held by one shareholder. Each share of the Series B Preferred Stock (the “Series B Preferred”) shall have a 1.6 votes per share and shall be entitled to any non-preferred dividends, whether ordinary or liquidating, that may be declared or paid by the Company. The Series Preferred do not have contain any sinking fund provisions and have no conversion rights.

Series C Convertible Preferred Stock

As of April 1514, ~~2015~~2016, 125,000 shares of our Series C Preferred Stock (the “Series C Preferred”) have been designated, of which none are currently issued and outstanding. The Series C Preferred do not have voting rights and are not entitled to any dividends. The Series C preferred do not contain any sinking fund provisions.

At the option of the holder of the Series C Preferred, each share of the Series C Preferred may be converted into the Company’s Common Stock at a 50% discount to the average of the lowest three (3) trading prices in the ten trading days immediately prior to the date upon which the Series C Preferred is converted.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

While there is not an established public trading market for our Common Stock, our Common Stock is quoted on the OTCQB under the symbol “STLK”.

The market price of our Common Stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our Common Stock, regardless of our actual or projected performance.

Transfer Agent and Registrar

The Company’s transfer agent is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598. VStock Transfer, LLC is registered under the Exchange Act and is a Securities and Exchange Commission (“SEC”) approved transfer agent, under the regulatory authority of the SEC.

Holders

As of April 1514, ~~2015~~2016, we have ~~145~~995,~~697~~394,~~286~~273 shares of our common stock par value, $0.001, issued and outstanding. There are approximately 195 holders of our common stock.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Our Director, Mr. Ing. Pedro P. Quiros is the father of our Chief Executive Officer, Mr. Jose P. Quiros.

The Company incurred consulting expenses to a company, which is owned by Pedro P. Quiros, a board member, and for the fiscal year ended December 31, 2015 and 2014, ~~amount~~the ~~was~~amounts were $8237,500 and $75,000, respectively. These consulting expenses correlate to the monitoring ~~setup~~and lobbying on behalf of the Company’s wind ~~farm~~power ~~operation~~generation plans in Costa Rica.

The Company executed various promissory notes to related parties since inception. New notes were issued for the year ending December 31, ~~2014~~2015.

The notes had the following range of terms:

●	Maturing in 3 months to 1 year;

●	Non-interest bearing

●	Unsecured

●	Default interest rate at 6%, per annum;

During the year ended December 31, ~~2014~~2015 and December 31, ~~2013~~2014, the Company repaid $345,~~071~~000 and $234,~~925~~071, respectively leaving a balance of $42150,~~751~~322 and $7342,~~949~~751 respectively.

The Company is currently in default on $3971,~~877~~446 of these notes.

The Company has not had and does not currently have any promoters.

Related Party Notes Payable

	Amount Outstanding at December 31, 2014		Amount Outstanding at December 31, 2013
In October 2010, Jaime L. Kniep loaned the Company $3,500. This note has an interest rate of 6% and has been paid in full as of December 31, 2014		-	$	3,500
In November 2010, Pedro P. Quiros loaned the Company $20,000. This note has an interest rate of 6% and is in default. Accrued interest is $3,600 as of December 31, 2014. No payments to interest or principle have been made against this note.		20,000		20,000
In November 2010, Jaime L. Kniep loaned the Company $20,000. This note has an interest rate of 6% and has been paid in full as of December 31, 2014		-		8,971
In December 2010, Jaime L. Kniep loaned the Company $2,000. This note has an interest rate of 6% and has been paid in full as of December 31, 2014		-		2,000
In February 2011, Jaime L. Kniep loaned the Company $4,000. This note has an interest rate of 6% and has been paid in full as of December 31, 2014		-		4,000
In February 2012, Jaime L. Kniep loaned the Company $3,500. This note has an interest rate of 6% and has been paid in full as of December 31, 2014		-		3,500
In March 2012, Pedro P. Quiros loaned the Company $10,000. This note has an interest rate of 6% and is in default. Accrued interest is $1,350 as of December 31, 2014. No payments to interest or principle have been made against this note.		10,000		10,000
In March 2012, Jaime L. Kniep loaned the Company $3,500. This note has an interest rate of 6% and has been paid in full as of December 31, 2014		-		3,500
In April 2012, Jaime L. Kniep loaned the Company $7,500. This note has an interest rate of 6% and has been paid in full as of December 31, 2014		-		7,500
In May 2012, Jaime L. Kniep loaned the Company $1,100. This note has an interest rate of 6% and has been paid in full as of December 31, 2014		-		1,100
In July 2012, Pedro P. Quiros loaned the Company $9,878. This note has an interest rate of 6% and is in default. Accrued interest is $1,185 as of December 31, 2014. No payments to interest or principle have been made against this note.		9,878		9,878
In December 31, 2014, Pedro P. Quiros loaned the Company $2,873. This note has an interest rate of 6%, beginning in 2015.. No payments to interest or principle have been made against this note.		2,873		-
	$	42,751	$	73,949

Director Independence

The common stock of the Company is currently quoted on the OTCQB quotation systems which currently do not have director independence requirements. On an annual basis, each director and executive officer will be obligated to disclose any transactions with the Company in which a director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest in accordance with Item 407(a) of Regulation S-K. Following completion of these disclosures, the Board will make an annual determination as to the independence of each director using the current standards for “independence” that satisfy the criteria for the NASDAQ.

For purposes of determining independence, the Company has adopted the definition of independence as contained in NASDAQ Market Place Rules 4200.

Item 14. Principal Accounting Fees and Services.

Audit Fees

Audit Fees consist of assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. The aggregate audit fees billed during the fiscal years ended December 31, ~~2014~~2015 and ~~2013~~2014 were $3647,~~650~~500 and $5036,~~000~~650, respectively.

Audit Related Fees

The aggregate fees billed for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements, other than those previously reported in this Item 14, during the fiscal years ended December 31, 2014 and 2013 were $3,880 and $11,000, respectively.

Tax Fees

Tax fees consist of the aggregate fees billed for professional services rendered by our principal accounts for tax compliance, tax advice, and tax planning. These services include preparation for federal and state income tax returns. The aggregate tax fees billed for the fiscal years ended December 31, ~~2014~~2015 and ~~2013~~2014 were $0 and $0, respectively.

Audit Committee Pre-Approval Policies and Procedures

As of December 31, ~~2014~~2015 we did not have an audit committee. Our board of directors pre-approved all services provided by our independent auditors

PART IV

Item 15. Exhibits, Financial Statement Schedules

3.1		Amended and restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 10 registration statement filed with the Securities and Exchange Commission on July 30, 2013)
3.2		By-Laws (incorporated by reference to Exhibit 3.2 to the Company’s Form 10 registration statement filed with the Securities and Exchange Commission on July 30, 2013)
10.1		Employment Agreement, dated October 15, 2012 by and between the Company and Jose Quiros (incorporated by reference to Exhibit 10.1 to the Company’s Form 10 registration statement filed with the Securities and Exchange Commission on July 30, 2013)
10.2		Employment Agreement, dated October 15, 2012 by and between the Company and Jaime L. Kniep (incorporated by reference to Exhibit 3102 to the Company’s Form 10 registration statement filed with the Securities and Exchange Commission on July 30, 2013)
10.3		Letter of Intent with SIEPAC (including English translation) (incorporated by reference to Exhibit 10.3 to the Company’s Form 10 registration statement filed with the Securities and Exchange Commission on December 9, 2013)
10.4		Letter of Interest from CNFL (incorporated by reference to Exhibit 10.4 to the Company’s Form 10 registration statement filed with the Securities and Exchange Commission on July 30, 2013)
10.5		Letter of Interest from Ex-Im Bank (incorporated by reference to Exhibit 10.5 to the Company’s Form 10 registration statement filed with the Securities and Exchange Commission on July 30, 2013)
31.1		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
31.2		Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
32.1		Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification by the Principal Financial Officer pursuant to 18 U.S.C. 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**

* Filed Herewith.

**In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this annual report on Form 10-K shall be deemed “furnished” and not “filed”.

3429

SIGNATURES

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

	STL MARKETING GROUP, INC.
Date: April 22, 2015	By:	/s/ Jose P. Quiros
Date: April 20, 2016	By:	/s/ Jose P. Quiros
	Name:	Jose P. Quiros
	Title:	(Principal Executive Officer)
		Chief Executive Officer
	By:	/s/ Jaime Kniep
Date: April 22, 2015	Name:	Jaime Kniep
Date: April 20, 2016	Name:	Jaime Kniep
	Title:	(Principal Financial Officer)
		(Principal Accounting Officer)
		Chief Financial Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jose P. Quiros	Chief Executive Officer, Chairman	April 2220, ~~2015~~2016
Jose P. Quiros	(Principal Executive Officer)
/s/ Ing. Pedro P.Quiros	Director	April 2220, ~~2015~~2016
Ing. Pedro P.Quiros
/s/ Jaime Kniep	Chief Financial Officer, Director	April 2220, ~~2015~~2016
Jaime Kniep	(Principal Financial Officer) (Principal Accounting Officer)

3530

STL Marketing Group, Inc. & Subsidiaries

Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		PAGES
Report of Independent Registered Public Accounting Firm		F-2
Consolidated balance sheets		F-3
Consolidated statements of operations		F-4
Consolidated statements of cash flows		F-5
Consolidated statements of stockholders’ deficit		F-5
Consolidated statements of stockholders’ deficit		F-6
Consolidated statements of cash flows		F-6
Notes to the consolidated financial statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of ~~STL Marketing Group, Inc.~~

~~We have audited the accompanying consolidated balance sheets of~~ STL Marketing Group, Inc. as& of December 31, 2014 and 2013, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended. STL Marketing Group Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.Subsidiaries

We ~~conducted~~have ~~our~~audited ~~audits~~the inaccompanying ~~accordance~~consolidated ~~with~~balance ~~the~~sheets ~~standards~~ of ~~the~~STL ~~Public~~Marketing ~~Company~~Group, ~~Accounting~~Inc. ~~Oversight~~& ~~Board~~Subsidiaries (~~United~~the ~~States~~“Company”)~~. Those~~ ~~standards~~as ~~require~~of ~~that~~December we31, ~~plan~~2015 and ~~perform~~2014 ~~the~~(restated), ~~audit~~and tothe ~~obtain~~related ~~reasonable~~consolidated ~~assurance~~statements ~~about~~of ~~whether~~operations, ~~the~~stockholders’ ~~financial statements are~~deficit, ~~free~~and ofcash ~~material~~flows ~~misstatement.~~for ~~The~~the ~~company~~year isending ~~not~~December ~~required~~31, ~~to have~~2015, ~~nor~~and ~~were~~the werelated ~~engaged~~restated toconsolidated ~~perform,~~statements ~~an audit~~ of ~~its~~operations, ~~internal control~~stockholders’ ~~over~~deficit, ~~financial~~and ~~reporting.~~cash ~~Our~~flows ~~audit included consideration of internal control over financial reporting as a basis~~ for ~~designing audit~~the ~~procedures~~year ~~that~~ending ~~are~~December ~~appropriate in the circumstances~~31, ~~but~~2014. ~~not~~These ~~for~~consolidated ~~the~~financial ~~purpose~~statements ofare ~~expressing an opinion on~~ the ~~effectiveness~~responsibility of the ~~company~~Company’s ~~internal~~management. ~~control~~Our ~~over~~responsibility ~~financial~~is ~~reporting.~~to ~~Accordingly, we~~ express noan ~~such~~ opinion. ~~An audit also includes examining,~~ on athese ~~test~~consolidated ~~basis, evidence supporting the amounts and disclosures in the~~ financial statements, ~~assessing the accounting~~based ~~principles~~on ~~used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that~~ our audits ~~provide a reasonable basis for our opinion~~.

InWe conducted our ~~opinion,~~audits in accordance with the ~~financial~~standards ~~statements~~of ~~referred~~the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to ~~above~~obtain ~~present~~reasonable ~~fairly,~~assurance inabout ~~all~~whether the consolidated financial statements are free of material ~~respects~~misstatement. The Company is not required to have, ~~the~~nor ~~financial~~were ~~position~~we engaged to perform, an audit of ~~STL~~its internal ~~Marketing~~control ~~Group,~~over ~~Inc~~financial reporting. asOur audits included consideration of ~~December~~internal ~~31,~~control ~~2014~~over ~~and~~financial ~~2013~~reporting as a basis for designing audit procedures that are appropriate in the circumstances, ~~and~~but not for the ~~results~~purpose of ~~its~~expressing ~~operations~~an ~~and~~opinion ~~its~~on ~~cash~~the effectiveness ~~flows~~of ~~for~~ the ~~years~~Company’s ~~then~~internal control over financial reporting. Accordingly, we express no such opinion. An audit ~~ended~~includes examining, on a test basis, evidence supporting the amounts and disclosures in ~~conformity~~the ~~with~~financial statements. An audit also includes assessing the accounting principles ~~generally~~used ~~accepted~~and insignificant estimates made by management, as well as evaluating the ~~United~~overall consolidated ~~States~~financial ofstatement ~~America~~presentation. We believe that our audits provide a reasonable basis for our opinion.

~~The~~In ~~accompanying~~our opinion, the consolidated financial statements ~~have~~referred ~~been~~to ~~prepared~~above ~~assuming~~present ~~that~~fairly, ~~the Company will continue as a going concern. As more fully discussed~~ in ~~Note~~all 2material torespects, the consolidated financial ~~statements,~~position of the Company ~~had~~as ~~a net loss~~ of ~~$771~~December 31,~~742,~~ ~~net~~2015 ~~cash~~and ~~used in operations of $286~~2014,~~175~~ and athe ~~working~~consolidated ~~capital~~results ~~deficit~~of ~~approximately~~their ~~$5,108,000.~~operations ~~These~~and ~~conditions raise substantial doubt about its ability~~their tocash ~~continue~~flows asfor athe ~~going~~years ~~concern.~~then ~~Management’s~~ended ~~plans~~ in ~~regard~~conformity towith ~~these~~accounting ~~matters~~principles ~~are~~generally ~~also~~accepted ~~described~~ in ~~Note 2. The financial statements do not include any adjustments that might result from~~ the ~~outcome~~United States of ~~this uncertainty~~America.

~~/s/~~As ~~Rosenberg~~discussed ~~Rich~~in ~~Baker~~Note ~~Berman~~3 &to ~~Company~~the consolidated financial statements, the 2014 consolidated financial statements have been restated to correct a misstatement.

~~Somerset~~The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, NJduring the year ended December 31, 2015, the Company incurred a net loss and utilized cash flows in operations, and at December 31, 2015, had a shareholders’ deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~April~~Weinberg and 21Company, ~~2015~~P.A.

Los Angeles, California

April 20, 2016

F-2

STL Marketing Group, Inc. & Subsidiaries

Consolidated Balance Sheets

	December 31, 2014			December 31, 2013
	December 31, 2015			December 31, 2014
				(Restated)
Assets
Current Assets
Cash	$	~~102~~793		$	~~717~~102
Deferred offering costs		84,070			25,000
Total Current Assets		793			102
Total Current Assets		84,172			25,717
Property and Equipment, net		-			5,755
Property and Equipment, net		5,755			7,231
Other Assets
Security deposits		1,135			41,~~533~~135
Total Other Assets		1,135			4,533
Total Assets	$	1,928		$	6,992
Total Assets	$	91,062		$	37,481
Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued liabilities	$	1,062,173		$	861,022
Accounts payable and accrued liabilities, including $750,470 and $579,120 salaries due to officers, respectively	$	1,322,834		$	1,080,854
Accounts payable - related party		385,677			324,252
Accrued liabilities and accounts payable - related party		436,123			385,677
Notes payable - related party		42150,~~751~~322			7342,~~949~~751
Liability to be settled in stock		114,500			103,333
Liabilities payable in shares		114,500			114,500
Liability settlement		18,681			-
Notes payable		60,000			60,000
Notes payable, net of current maturities		60,000			117,100
Convertible notes payable, net of discount		927,992			978,069
Current maturities of convertible notes payable, net of discount		978,069			697,688
Derivative liabilities		3,037,500			2,439,998
Derivative liabilities		2,439,998			3,250,672
Total Liabilities		6,049,271			5,101,849
Total Current Liabilities		5,101,849			5,428,016
Total Liabilities		5,101,849			5,428,016
Commitments and Contingencies
Stockholders’ Deficit
Class A - Preferred Stock, 10% of Par Value, Non-Cumulative, $1.00 Par Value, 1,800,000 Shares Authorized, 1,800,000 Shares Issued and 1,800,000 outstanding		1,800,000			1,800,000
Class A - Preferred Stock, 10% of Par Value, Non-Cumulative, $1.00 Par Value, 1,800,000 Shares Authorized, 1,800,000 Shares Issued and outstanding		1,800,000			1,800,000
Class B - Preferred Stock, $0.001 Par Value, 1,400,000,000 Shares Authorized, 1,400,000,000 Shares Issued and 1,400,000,000 outstanding		1,400,000			1,400,000
Class B - Preferred Stock, $0.001 Par Value, 1,400,000,000 Shares Authorized, 1,400,000,000 Shares Issued and outstanding		1,400,000			1,400,000
Class C - Preferred Stock, $0.001 Par Value, 125,000 Shares Authorized, Zero Shares Issued and Outstanding		-			-
Common Stock, $0.001 Par Value, 2,600,000,000 Shares Authorized, 59,763,616 Shares Issued and Outstanding at December 31, 2014, 9,281,568 Issued and Outstanding at December 31, 2013		59,764			9,282
Common Stock, $0.001 Par Value, 2,600,000,000 Shares Authorized, 910,305,734 Shares Issued and Outstanding at December 31, 2015, 59,763,617 Issued and Outstanding at December 31, 2014		910,306			59,764
Additional paid in capital - Preferred Stock		(232,000	)		(232,000	)
Additional paid in capital		(2,675,428	)		(2,028,351	)
Discount on Preferred Stock		(2,466,999	)		(2,466,999	)
Accumulated Deficit		(7,482,221	)		(6,326,270	)
Additional paid in capital - Common Stock		1,305,726			204,718
Total Stockholders’ Deficit		(6,047,343	)		(5,094,857	)
Deficit		(6,877,278	)		(6,105,536	)
Total Liabilities and Stockholders’ Deficit	$	1,928		$	6,992
Total Stockholders’ Deficit		(5,010,787	)		(5,390,535	)
Total Liabilities and Stockholders’ Deficit	$	91,062		$	37,481

See accompanying notes to the consolidated financial statements

F-3

STL Marketing Group, Inc. & Subsidiaries

Consolidated Statements of Operations

	For the Year Ended
	For the Year Ending
	December 31, 2014			December 31, 2013
	December 31, 2015			December 31, 2014
				(Restated)
Revenues	$	-		$	-
Cost of revenues		-			-
Gross profit		-			-
Operating expenses
Compensation		~~243~~248,304			~~248~~243,~~303~~304
Professional fees		~~284~~110,589			~~373~~368,~~630~~658
Selling, general and administrative		135,686			102,281
Selling, general and administrative including $37,500 and $75,000, to related parties, respectively		44,192			135,686
Total operating expenses		~~663~~403,~~579~~085			~~724~~747,~~214~~648
Loss from operations		(~~663~~403,~~579~~085	)		(~~724~~747,~~214~~648	)
Other income (expense):
Interest expense		(461,234	)		(75,451	)
Interest expense, including $10,210 and $ 2,392 to related parties		(214,362	)		(513,712	)
Interest expense - discount on notes		(407,398	)		(371,924	)
Interest expense - Tarpon Bay Partners		-			(83,428	)
Loss on Settlement Liability		(83,428	)		-
Change in fair value of derivative liabilities		(675,045	)		1,369,729
Change in fair value of derivative liabilities		1,369,729			(493,946	)
Gain on extinguishment of derivative liabilities		291,118			280,158
Derivative expense		(525,832	)		(793,097	)
Private placement costs		(154,577	)		(525,833	)
Loss on abandonment of land lease		-			-
Other income (expense) - net		(752,866	)		526,914
Other income (expense) - net		(108,163	)		(1,734,418	)
Net Loss	$	(1,155,951	)	$	(220,734	)
Loss before income tax provision		(771,742	)		(2,458,632	)
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)
Income tax provision		-			-
Weighted average common shares outstanding - basic and diluted		586,638,334			237,058,602
Net Income (Loss)	$	(771,742	)	$	(2,458,632	)
Net income/(loss) per common share - basic & diluted	$	(0.03	)	$	(0.27	)
Weighted average common shares outstanding - basic & diluted		25,456,577			9,041,308

See accompanying notes to the consolidated financial statements

F-4

STL Marketing Group, Inc. & Subsidiaries Consolidated Statements of Stockholders’ Deficit For the years ending December 31, 2015 and 2014

Consolidated Statements of Cash Flows

	Preferred Stock, Class A Par Value $1.00				Preferred Stock, Class B Par Value $0.001				APIC			Discount on			Common Stock, Class B Par Value $0.001				APIC
	Shares		Amount		Shares		Amount		Preferred Stock			Preferred Stock			Shares		Amount		Common Stock			Deficit			Total

Balance January 1, 2014		1,800,000	$	1,800,000		1,400,000,000	$	1,400,000	$	(232,000	)	$	(2,466,999	)		9,281,568	$	9,282	$	204,718		$	(6,105,536	)	$	(5,390,535	)

Reclassification										232,000			2,466,999							(2,698,999	)					-

Shares issued for services and payment of fee																1,991,944		1,991		115,649						117,640

Shares issued for conversion of notes																33,797,238		33,798		118,240						152,038

Shares issued to Tarpon Bay Partners																14,692,867		14,693		232,041						246,734

Net Loss		-		-		-		-		-			-			-		-		-			(220,734	)		(220,734	)

Balance, December 31, 2014		1,800,000		1,800,000		1,400,000,000		1,400,000		-			-			59,763,617		59,764		(2,028,351	)		(6,326,270	)		(5,094,857	)

Adjustment for reverse stock split																622

Shares of stock issued for conversion of convertible notes																850,541,495		850,542		(647,077	)					203,465

Net Loss																							(1,155,951	)		(1,155,951	)
Balance, December 31, 2015		1,800,000	$	1,800,000		1,400,000,000	$	1,400,000	$	-		$	-			910,305,734	$	910,306	$	(2,675,428	)	$	(7,482,221	)	$	(6,047,343	)

	For the Year Ended
	December 31, 2014			December 31, 2013
Cash Flows From Operating Activities:
Net Loss	$	(771,742	)		(2,458,632	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		2,116			2,828
Stock based compensation		122,140			5,000
Amortization of debt discount		407,398			371,925
Change in fair value of derivative liabilities		(1,369,729	)		493,946
Derivative expense		509,902			793,097
Amortization of deferred offering costs		15,930			-
Financing fees		83,428			-
Interest of debt converted below par		354,920			-
Changes in operating assets and liabilities:
(Increase) decrease in:
Prepaid expenses		-			399
Increase (decrease) in:
Accounts payable and accrued liabilities		298,037			336,595
Accounts payable - related party		61,425			123,493
Net Cash Used in Operating Activities		(286,175	)		(331,349	)
Cash Flows From Investing Activities:
Cash acquired in merger		-			1,131
Purchase of property and equipment		(640	)		-
Loan to related party		-			13,675
Security deposits		3,398			-
Net Cash Provided by (Used in) Investing Activities		2,758			14,806
Cash Flows From Financing Activities:
Proceeds from related party notes		2,873			-
Repayment of related party notes		(34,071	)		(2,925	)
Proceeds from issuance of common stock		-			25,000
Proceeds from convertible notes		314,000			295,000
Net Cash Provided by Financing Activities		282,802			317,075
Net change in cash		(615	)		532
Cash at beginning of period		717			185
Cash at end of period	$	102			717
Supplemental disclosure of non-cash investing and financing activities:
As part of the reverse merger, the Company acquired the following assets and liabilities:
Cash	$	-		$	1,131
Convertible Debt, Net of Discount	$	-		$	(324,253	)
Accounts Payable & Accrued Liabilities	$	-		$	(113,678	)
Promissory Notes	$	-		$	(17,100	)
Liability to be settled in stock	$	-		$	(98,333	)
Reduction of deposit for acquisition	$	-		$	(25,000	)
Debt issued in acquisition	$	-		$	(50,000	)
Net liabilities acquired & non-cash acquisition costs	$	-		$	(2,072,374	)
Conversion of convertible notes payable into common stock	$	142,181		$	(200,000	)
Note payable issued for deferred offering costs	$	25,000		$	25,000
Common stock issued for deferred offering costs	$	50,000		$	-
Liabilities settled in connection with the Liabilities Purchase Agreement	$	165,447		$	-

See accompanying notes to the consolidated financial statements

F-5

STL Marketing Group, Inc. & Subsidiaries

Consolidated Statements of ~~Stockholders’~~Cash ~~Deficit~~Flows

For the Years Ended December 31, 2014 and 2013

	For the Year Ended
	December 31, 2015			December 31, 2014
				(Restated)
Cash Flows From Operating Activities:
Net Loss	$	(1,155,951	)	$	(220,734	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		5,755			2,115
Stock based compensation		-			117,640
Deferred offering costs		-			84,070
Amortization of debt discount		151,097			407,398
Change in fair value of derivative liabilities		675,045			(1,369,729	)
Private placement costs		154,577			525,833
Amortization of deferred offering costs		-			15,930
Interest Expense - Tarpon Bay Partners		-			83,428
Gain on extinguishment of derivative liabilities		(291,118	)		(280,158	)
Changes in operating assets and liabilities:					-
Accounts payable and accrued liabilities		244,269			286,607
Accounts payable - related party		50,446			61,425
Net Cash Used in Operating Activities		(165,880	)		(286,175	)

Cash Flows From Investing Activities:
Purchase of property and equipment		-			(640	)
Security deposits		-			3,398
Net Cash Provided by Investing Activities		-			2,758

Cash Flows From Financing Activities:
Proceeds from related party notes payable		112,571			2,873
Payment of related party notes payable		(5,000	)		(34,071	)
Proceeds from convertible notes		59,000			314,000
Net Cash Provided by Financing Activities		166,571			282,802

Net increase (decrease) cash		691			(615	)

Cash at beginning of period		102			717

Cash at end of period	$	793		$	102

Supplemental disclosure of non-cash investing and financing activities:

Conversion of convertible notes into common stock	$	201,175		$	142,181
Conversion of accrued interest on convertible note into common stock	$	2,288		$	-
Note payable issued for deferred offering costs	$	-		$	25,000
Common stock issued for fees	$	-		$	50,000
Liabilities settled in connection with the Liabilities Purchase Agreement	$	-		$	165,447

	Preferred Stock, Class A Par Value $1.00				Preferred Stock, Class B Par Value $0.001				Additional Paid-In Capital			Discount on			Common Stock, Class B Par Value $0.001						Additional Paid-In Capital
	Shares		Amount		Shares		Amount		Preferred Stock			Preferred Stock			Shares			Amount			Common Stock			Deficit			Total
Balance 12/31/2012		1,800,000	$	1,800,000		1,400,000,000	$	1,400,000	$	(232,000	)	$	(2,466,999	)		6,680,000		$	6,680		$	382,320		$	(1,574,530	)		(684,529	)
Effect of merger and recapitalization		-		-		-		-		-			-			1,774,902			1,775			(1,775	)		(2,072,374	)		(2,072,374	)
Purchase of Treasury Shares ($15.00 per share)		-		-		-		-		-			-			(13,333	)		(13	)		(199,987	)		-			(200,000	)
Stock issued for cash ($0.03 per share)		-		-		-		-		-			-			840,000			840			24,160			-			25,000
Net Loss		-		-		-		-		-			-			-			-			-			(2,458,632	)		(2,458,632	)
Balance 12/31/2013		1,800,000	$	1,800,000		1,400,000,000	$	1,400,000	$	(232,000	)	$	(2,466,999	)		9,281,568		$	9,282		$	204,718		$	(6,105,536	)		(5,390,535	)
Stock issued for service ($0.30 per share)		-		-		-		-		-			-			48,867			49			14,951			-			15,000
Stock issued for service ($0.21 per share)		-		-		-		-		-			-			73,333			73			14,927			-			15,000
Stock issued for service ($0.195 per share)		-		-		-		-		-			-			256,410			256			49,744			-			50,000
Stock issued for service ($0.048 per share)		-		-		-		-		-			-			573,333			573			26,947			-			27,520
Stock issued for service ($0.0225 per share)		-		-		-		-		-			-			266,667			267			5,733			-			6,000
Stock issued for service ($0.0105 per share)		-		-		-		-		-			-			240,000			240			2,280			-			2,520
Stock issued for service ($0.003 per share)		-		-		-		-		-			-			533,333			533			1,067			-			1,600
Stock issued for conversion of note payable		-		-		-		-		-			-			33,797,238			33,798			473,160			-			506,958
Reclasification of derivative liabilities due to conversion of debt		-		-		-		-		-			-			-			-			280,158			-			280,158
Liabilities settled under Laibility Purchase Agreement		-		-		-		-		-			-			14,692,867			14,693			232,041			-			246,734
Net Profit/(Loss)		-		-		-		-		-			-			-			-			-			(771,742	)		(771,742	)
Balance 12/31/2014		1,800,000	$	1,800,000		1,400,000,000	$	1,400,000	$	(232,000	)	$	(2,466,999	)		59,763,617		$	59,764		$	1,305,726		$	(6,877,278	)	$	(5,010,787	)

See accompanying notes to the consolidated financial statements

F-6

STL Marketing Group, Inc. & Subsidiaries

Notes to the Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

Note 1 – Nature of Operations ~~and Summary of Significant Accounting Policies~~

Nature of Operations

~~On October 15, 2012,~~ STL Marketing Group, Inc. ~~(“STLK”) entered into a merger agreement with Versant Corporation~~, a ~~Delaware~~the ~~corporation (~~“~~Versant~~Company”~~). The agreement consisted of $75~~,~~000~~ ~~for~~has ~~the~~several ~~Series~~business ~~A and C Preferred Stock~~operations. ~~On January~~The 23Company’s ~~and~~initial ~~January~~focus, 29renewable energy, ~~the~~is ~~respective~~currently ~~Boards~~on ofhold ~~Versant~~due ~~and~~to ~~STLK~~political ~~respectively~~delays ~~approved~~in ~~the~~this ~~Share~~industry ~~Exchange~~in ~~Plan~~Costa ~~(“SEP”)~~Rica. As aThe ~~result~~Company ofhas ~~the~~pivoted ~~Share~~to ~~Exchange Plan~~technology, ~~on February 4, 2013: (1) the STL Marketing holders of Preferred A and Preferred C Series~~a ~~stock,~~core ~~returned~~competency ~~their shares to Treasury for the reclassification and restructuring~~ of ~~these~~its ~~shares;~~senior ~~(2)~~management ~~STLK’s~~team. ~~Preferred Series~~The A,Company Bhas ~~and~~sales ~~C were restructured~~ and ~~amended~~marketing tooperations ~~reflect~~in: ~~the SEP agreed to by the companies;~~ (31) ~~Versant~~PhoneSuite ~~Class X shareholders exchanged their 1~~Solutions,~~000~~ ~~Versant Class X Common shares for 1,400,000,000 Preferred Series B STLK Stock; (4) Versant Class A shareholders~~an ~~exchanged~~IP ~~their~~PBX ~~1,800,000~~product ~~Versant Class A shares~~ for ~~1,800,000~~the ~~Preferred~~hospitality ~~Series~~industry ~~A Convertible STLK Stock;~~ (52) ~~of the 200~~F3TCH,~~003~~ ~~Versant’s Class~~a Bpatent ~~Common~~pending ~~Stock shareholders~~technology, ~~200,000~~that ~~shares~~virtualizes ~~($200,000 value) received convertible notes in STLK and~~ the ~~remaining~~hotel 3guest ~~shares ($219,000~~room ~~value) received 6,666,667 restricted STLK Common Stock; (6) Versant issued 7,500,000 Class B, Common Shares~~ telephone to ~~STL~~a ~~Marketing Group,~~guest’s ~~granting~~smart ~~them~~phone ~~100% of the common shares in Versant. Upon finalization of the merger the accounting acquirer held 100,120,000 shares~~ or 98device.~~26% of the combined entity and the legal acquirer held 1,774,902 shares of 1.74% of the combined entity.~~

STL Marketing Group, Inc. ~~was~~(the a“Company,” “~~shell~~our ~~company~~Company,” ~~prior~~“we,” to“us,” “our,” or “STL,” was incorporated under the ~~Merger~~laws ~~and~~of ~~did~~the ~~not~~State ~~conduct~~of anColorado ~~active~~on ~~trade~~February or16, ~~business~~1999 under the original name of Fountain Colony Ventures, Inc. ~~From~~Fountain Colony Ventures, Inc. changed its name to SGT Ventures, Inc. in March 2006. In June 2006, SGT Ventures, Inc. changed its name to Stronghold Industries, Inc. On October 30, 2007, Stronghold Industries, Inc. entered into a share purchase and ~~after~~exchange ~~the~~agreement ~~consummation~~with ofImage Worldwide, Inc. The Company name was officially changed with the ~~Merger~~Secretary of State to Image Worldwide, Inc. (“Image Worldwide”) on ~~February~~November 421, ~~2013~~2007. ~~STL~~Image ~~Marketing~~Worldwide ~~Group~~entered into a share exchange agreement with St. Louis Packaging Inc. and Image Worldwide Marketing, Inc.’s, ~~primary~~a ~~operations~~Delaware ~~consisted~~corporation, ofon January 31, 2009. On November 27, 2009 the ~~business~~Company ~~and~~entered ~~operations~~into an asset purchase agreement to sell all of ~~Versant~~its ~~Corporation~~assets to Invicta Group, Inc., ~~Because~~a Nevada corporation. In April 2009, the Company changed its name to STL Marketing Group, Inc. ~~was~~On October 15, 2012, the Company transferred ownership to Versant I, Inc., a ~~shell~~Panamanian company atowned by the ~~time~~current ofCEO. On February 4, 2013 the ~~Merger; we~~Company ~~filed~~entered into a ~~general~~share ~~form~~exchange and ~~for~~merged ~~registration~~with ~~under~~Versant ~~Form~~Corporation, 10a ~~under~~Delaware company whereby Versant became the ~~Securities~~Company’s ~~Exchange~~wholly ~~Act~~owned ofoperating ~~1934,~~subsidiary. The transaction was accounted for as ~~amended~~a ~~(the~~reverse ~~“Exchange Act”)~~merger.

~~For~~Going accounting purposes, the Merger transaction has been accounted for as a reverse acquisition, with STL Marketing Group, Inc. as the acquirer. The consolidated financial statements of STL Marketing Group, Inc. for the fiscal year ended December 31, 2013 represent a continuation of the financial statements of Versant Corporation, with one adjustment, which is to retroactively adjust the legal capital of Versant Corporation to reflect the legal capital of STL Marketing Group, Inc.Concern

The ~~Company~~accompanying ~~has~~consolidated ~~recently~~financial ~~added~~statements have been prepared on a going concern basis, which contemplates the ~~sale~~realization of assets and ~~distribution~~the settlement of ~~PBX~~liabilities ~~equipment~~and ~~(VoIP~~commitments ~~technology)~~in tothe ~~its~~normal ~~original~~course ~~focus~~of business. As reflected in the ~~development~~accompanying ofconsolidated ~~renewable~~financial ~~energy~~statements, ~~projects.~~during Asthe ayear ~~result~~ended ~~our~~December ~~business~~31, is2015, the ~~sales~~Company ~~and~~incurred ~~distribution~~a net loss of ~~VoIP~~$1,155,951, ~~PBXs~~used cash ~~under~~in ~~the~~operations ~~brand~~of ~~name~~$165,880, ~~PhoneSuite~~and at December 31, 2015, had a stockholders’ deficit of $6,047,343. These factors raise assubstantial ~~well~~doubt asabout the ~~prospective~~Company’s ~~sale~~ability ofto ~~electricity~~continue ~~through~~as a ~~wind~~going ~~park~~concern. The ability of the Company to continue as a ~~government~~going ~~owned~~concern ~~utility~~is ~~company~~dependent inupon ~~Costa~~the ~~Rica~~Company’s ability to raise additional funds and implement its business plan. The ~~Company~~financial ~~continues~~statements todo ~~evaluate~~not ~~additional~~include ~~opportunities~~any adjustments that might be necessary if the Company is unable to ~~bolster~~continue ~~its~~as ~~revenue~~a ~~stream~~going concern.

At December 31, 2015, the Company had cash on hand in the amount of $793. Management estimates that the current funds on hand will not be sufficient to continue operations. Management is currently seeking additional funds, primarily through the issuance of debt and equity securities for cash to operate our business, and estimates that a significant amount of capital will be necessary to advance the development of our projects to the point at which they will become commercially viable.

F-7

STL Marketing Group, Inc. & Subsidiaries

Notes to the Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

~~Summary~~No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of ~~Significant~~debt ~~Accounting~~financing ~~Policies~~or cause substantial dilution for our stock holders, in case of equity financing. The ability of the Company to continue as a going concern is dependent on management’s plans, which include further implementation of its business plan and continuing to raise funds through debt and/or equity raises.

~~Principles~~Note 2 – Summary of ~~Consolidation~~Significant Accounting Policies

~~The Company’s consolidated subsidiaries and/or entities are as follows:~~Estimates

Name of consolidated subsidiary/entity	State or other jurisdiction of incorporation or organization	Date of incorporation or formation (date of acquisition, if applicable)	Attributable interest
Energia Renovable Versant SRL (ER) (1)	Costa Rica	November, 2010		100	%
V Tres Bache SRL (V3) (2)	Costa Rica	November, 2010		100	%
Versant Corporation (VC) (3)	Delaware	April, 2010		100	%
PhoneSuite Solutions, Inc. (PSS) (4)	Delaware	May, 2014		100	%

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The more significant estimates and assumptions by management include, among others, the accrual of potential liabilities, and the assumptions used in valuing derivatives and share-based instruments issued for services and financing. Actual results could differ from those estimates.

	(1)	ER was incorporated to establish renewable energy wind parks in Costa Rica. ER is the sole stockholder of V3.
	(2)	V3 was incorporated to build and operate the first energy development on the Bache site.
	(3)	VC was incorporated as the original US holding company for the wind development in Costa Rica.
	(4)	PSS was incorporated to handle the distribution markets of PhoneSuite products.

Cash and cash equivalents

~~All~~The ~~inter-company~~Company ~~balances~~considers ~~and~~all ~~transactions~~highly ~~have~~liquid ~~been~~investments ~~eliminated~~with inmaturities ~~consolidation~~of three months or less at the time of purchase to be cash equivalents.

~~Use~~Property ~~of Estimates~~ and ~~Assumptions~~Equipment

~~The~~Property ~~preparation~~and ofequipment ~~financial~~is ~~statements~~stated inat ~~conformity~~cost. ~~with~~Depreciation ~~accounting~~is ~~principles~~calculated ~~generally~~on ~~accepted~~a instraight-line basis over the ~~United~~estimated ~~States~~useful lives of ~~America~~the related ~~requires~~assets, ~~management~~which toranges ~~make~~from ~~estimates~~three ~~and~~to ~~assumptions~~seven ~~that~~years. ~~affect~~The ~~the~~Company ~~reported~~evaluates ~~amounts~~property ofand ~~assets~~equipment ~~and~~for ~~liabilities~~impairment ~~and~~whenever ~~disclosure~~events or ofchanges ~~contingent~~in ~~assets~~circumstances ~~and~~indicate ~~liabilities~~that attheir ~~the~~net ~~date~~book ofvalue ~~the~~may ~~financial~~not ~~statements~~be ~~and~~recoverable. ~~the~~The ~~reported~~Company ~~amounts~~had ofno ~~revenues~~such ~~and~~impairments ~~expenses~~at December ~~during~~31, ~~the~~2015 ~~reporting~~and ~~period~~2014.

~~Making~~Income estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.Taxes

~~Fair~~The ~~Value~~Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of ~~Financial~~assets ~~Instruments~~and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

~~The~~Share-Based fair value of our financial assets and liabilities reflects our estimate of amounts that we would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of our assets and liabilities, we seek to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:Compensation

The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (FASB) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

F-8

STL Marketing Group, Inc. & Subsidiaries

Notes to the Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Derivative Financial Instruments

The ~~following~~Company evaluates its financial instruments to determine if such instruments are ~~the~~derivatives ~~major~~or ~~categories~~contain offeatures that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, ~~measured~~the derivative instrument is initially recorded at its fair value onand ais ~~recurring~~then ~~basis~~revalued at ~~December~~each 31reporting date, ~~2014~~with ~~and~~changes ~~December~~in the fair value reported in 31the statements of operations. The classification of derivative instruments, ~~2013~~including whether such instruments should be recorded as liabilities or as equity, ~~using~~is ~~quoted~~evaluated ~~prices~~at the end of each reporting period. Derivative instrument liabilities are classified in ~~active~~the ~~markets~~balance ~~for~~sheet ~~identical~~as ~~assets~~current ~~(Level~~or ~~1);~~non-current ~~significant~~based ~~other~~on ~~observable~~whether ~~inputs~~or ~~(Level~~not ~~2);~~net-cash settlement of the derivative instrument could ~~and~~be ~~significant~~required ~~unobservable~~within ~~inputs~~12 ~~(Level~~months ~~3):~~of the balance sheet date.

	December 31, 2014				December 31, 2013
	Assets		Liabilities		Assets		Liabilities
Level 1
None	$	-	$	-	$	-	$	-
Level 2
None		-		-		-		-
Level 3
Derivative Liabilities		-		2,439,998		-		3,250,672
	$	-	$	2,439,998	$	-	$	3,250,672

Fair Value of Financial Instruments

~~Changes~~The infair ~~the~~value ~~unobservable~~of ~~input~~our ~~values~~financial ~~could~~assets ~~potentially~~and ~~cause~~liabilities ~~material~~reflects ~~changes~~our estimate of amounts that we would have received in connection with the ~~fair~~sale ~~value~~of the assets or paid in connection with the transfer of the ~~Company’s~~liabilities ~~Level~~in 3an ~~financial~~orderly transaction between market ~~instruments.~~participants ~~The~~at ~~significant~~the ~~unobservable~~measurement ~~input~~date. ~~used~~In inconnection with measuring the fair value ~~measurements~~of isour ~~the~~assets ~~expected~~and ~~volatility~~liabilities, ~~assumption.~~we Aseek ~~significant~~to maximize ~~increase~~the use of observable inputs (~~decrease~~market data obtained from independent sources) inand to minimize the ~~expected~~use ~~volatility~~of ~~assumption~~unobservable ~~could~~inputs ~~potentially~~(internal assumptions ~~result~~about inhow amarket ~~higher~~participants ~~(lower~~would price assets and liabilities). The following fair value ~~measurement.~~hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Carrying Value, Recoverability and Impairment of Long-Lived Assets

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally unobservable inputs based on the Company’s assumptions and not corroborated by market data.

~~The~~As ~~Company has adopted paragraph 360-10-35-17~~ of ~~the~~December ~~FASB~~31, ~~Accounting~~2015 ~~Standards~~and ~~Codification~~December ~~for~~31, ~~its~~2014, ~~long-lived~~the ~~assets. The~~ Company’s ~~long-lived~~ ~~assets,~~consolidated ~~which~~balance ~~include~~sheets ~~property~~included ~~and~~the ~~equipment,~~fair ~~are~~value ~~reviewed~~of ~~for impairment whenever events or changes in circumstances~~derivative ~~indicate~~liabilities ~~that~~of ~~the~~$3,037,500 ~~carrying~~and ~~amount~~$2,439,998, ofrespectively, anwhich ~~asset~~was ~~may~~based ~~not~~on beLevel ~~recoverable~~2 measurements.

The Company’s ~~assesses~~financial ~~the~~instruments ~~recoverability~~consist principally of ~~its long-lived assets by comparing the projected undiscounted net~~ cash, ~~flows~~accounts ~~associated with~~payable, ~~the~~accrued ~~related~~liabilities, ~~long-lived~~and ~~asset~~notes orpayable. ~~group of long-lived assets over their remaining estimated useful lives against their respective~~The carrying amounts. ~~Impairment,~~of ifsuch ~~any,~~financial isinstruments ~~based~~in on the ~~excess~~accompanying ofbalance ~~the~~sheets ~~carrying~~approximate ~~amount~~their ~~over~~fair ~~the~~values ~~fair~~due ~~value~~to oftheir ~~those~~relatively short-term ~~assets~~nature. ~~Fair value~~It is ~~generally determined using the asset~~management’s ~~expected~~opinion ~~future~~that ~~discounted~~the ~~cash~~Company ~~flows~~is ornot ~~market~~exposed ~~value, if readily determinable. When long-lived assets are determined~~ to beany ~~recoverable,~~significant ~~but~~currency ~~the~~or ~~newly~~credit ~~determined remaining estimated useful lives are shorter~~risks ~~than~~arising ~~originally~~from ~~estimated,~~these ~~the~~financial ~~net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives~~instruments.

~~The~~Reverse ~~Company~~Stock considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.Split

In October 2014, the Company’s board of directors and stockholders approved an amended and restated certificate of incorporation to affect a reverse split of shares of our common stock at a 1-for-15 ratio. The reverse split became effective in March 2015. The par value and the authorized shares of the common and convertible preferred stock were not adjusted as a result of the reverse split. All issued and outstanding common stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse split for all periods presented.

F-9

STL Marketing Group, Inc. & Subsidiaries

Notes to the Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

~~The~~Net ~~key~~Loss ~~assumptions~~per ~~used~~Common in management’s estimates of projected cash flow deal largely with forecasts of sales levels, gross margins, and operating costs. These forecasts are typically based on historical trends and take into account recent developments as well as management’s plans and intentions. Any difficulty in sourcing materials on a cost effective basis would significantly impact the projected future cash flows of the Company’s manufacturing facilities and potentially lead to an impairment charge for long-lived assets. Other factors, such as increased competition or a decrease in the desirability of the Company’s products, could lead to lower projected sales levels, which would adversely impact cash flows. A significant change in cash flows in the future could result in an impairment of long-lived assets.Share

~~The~~Basic ~~impairment~~loss ~~charges,~~per ifshare ~~any,~~(“EPS”) ~~are~~is ~~included~~computed inby ~~operating~~dividing ~~expenses~~net inloss available to common stockholders by the ~~accompanying~~weighted ~~statements~~average number of ~~operations.~~common ~~The~~shares ~~Company~~outstanding ~~has~~during ~~not recorded~~the period, excluding the effects of any ~~impairment~~potentially ~~charges~~dilutive securities. Diluted EPS gives effect to all potentially dilutive shares of common stock outstanding during the ~~years~~period ~~ended~~including ~~December~~stock 31options or warrants, ~~2014~~using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and ~~2013~~convertible debt or convertible preferred stock, using the if-converted method.

~~Cash~~At December 31, 2015 and 2014, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock as their effect would have been anti-dilutive:

~~The~~Common ~~Company~~stock ~~considers~~equivalents ~~all~~are ~~highly~~as ~~liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.~~follows:

Property and Equipment

	December 31, 2015		December 31, 2014

Convertible Debt		26,317,577,848		151,220,118
Liability to be paid in shares		545,000,000		2,422,222
Liability to be paid in shares (30% discount)		1,016,669,714		4,289,961
Common stock equivalents		27,879,247,562		157,932,301

~~Property~~Advertising and ~~equipment~~Marketing ~~is stated at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets, which ranges from three to seven years.~~Costs

~~Leasehold~~Marketing ~~improvements,~~costs ifare ~~any,~~expensed as incurred and are ~~amortized~~included onin aselling, ~~straight-line~~general, ~~basis~~and ~~over~~administrative expenses. For the ~~term~~years ofended ~~the~~December 31, ~~lease~~2015 orand ~~the~~2014, ~~estimated~~marketing ~~useful~~expenses ~~lives~~were $7,187 ~~whichever is~~and ~~shorter~~$82,048, respectively.

~~Research~~Recent ~~and~~Accounting ~~Development~~Pronouncements

~~Research~~In ~~and~~May ~~development~~2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is ~~expensed~~a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

~~Advertising~~In ~~Costs~~August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2014-15 on the Company’s financial statements and disclosures.

WeIn ~~expense~~February ~~advertising~~2016, ~~costs~~the inFASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in ~~which~~the ~~they~~financial ~~are~~statements, ~~incurred~~with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.

Stock-Based Compensation for Obtaining Employee Services

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the grant-date fair value of the equity instrument issued and are recognized in the statement of operations as compensation over the relevant service period.

F-10

STL Marketing Group, Inc. & Subsidiaries

Notes to the Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

~~Equity~~Other ~~Instruments~~recent ~~Issued~~accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to ~~Parties~~have ~~Other~~a ~~Than~~material ~~Employees~~impact on ~~for~~the ~~Acquiring~~Company’s ~~Goods~~present or ~~Services~~future consolidated financial statements.

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).Reclassification

~~Pursuant~~In presenting tothe ~~ASC~~Company’s ~~Section~~consolidated ~~505-50-30,~~statements ~~all~~of ~~transactions~~stockholders’ indeficit ~~which goods or services are the consideration received~~ for the ~~issuance~~year ofended ~~equity instruments~~December ~~are~~31, ~~accounted~~2014, ~~for based on~~ the ~~fair~~Company ~~value~~presented ($232,000) of ~~the~~additional ~~consideration~~paid ~~received~~in orcapital ~~the~~–preferred ~~fair~~stock ~~value~~and ~~of the equity instrument issued~~($2,466,999) ~~whichever~~of isdiscount ~~more~~on ~~reliably~~preferred ~~measurable~~stock. ~~The~~In ~~measurement~~presenting the ~~date~~Company’s ~~used~~consolidated tostatement ~~determine~~of ~~the~~stockholders’ ~~fair~~deficit ~~value~~in of the ~~equity~~accompanying ~~instrument issued~~consolidated isfinancial statements, the ~~earlier~~Company ofhas ~~the~~reclassified ~~date on which~~ the ~~performance~~($232,000) isand ~~complete~~($2,466,999) orto ~~the~~additional ~~date~~paid onin ~~which~~capital. aThere ~~commitment~~was ~~for~~no ~~performance~~effect byon ~~the~~total assets, ~~counterparty~~total toliabilities, ~~earn~~total ~~the~~ equity, ~~instrument~~or isnet ~~reached (a performance commitment)~~loss.

~~Pursuant~~Note to3 ~~ASC~~– ~~paragraph~~Restatement 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of ~~the~~Prior elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.Periods

~~Pursuant~~For tothe ~~Paragraphs~~year ~~505-50-25-8~~ended ~~and~~December ~~505-50-25-9~~31, ~~an entity may grant fully vested~~2014, ~~non-forfeitable~~it ~~equity~~was ~~instruments~~determined that ~~are~~the ~~exercisable by~~Company ~~the~~had ~~grantee~~previously ~~only~~recorded ~~after~~$354,920 arelated ~~specified~~to ~~period~~issuance of ~~time~~shares of ifcommon stock where the ~~terms~~par value of ~~the~~those ~~agreement~~shares ~~provide~~in ~~for~~excess ~~earlier~~of ~~exercisability~~their iffair ~~the~~value ~~grantee achieves~~had ~~specified~~been ~~performance~~recorded ~~conditions.~~as ~~Any~~an ~~measured~~expense ~~cost~~and ofnot ~~the~~a ~~transaction~~reduction of ~~shall~~additional bepaid ~~recognized~~ in ~~the~~capital, ~~same~~had ~~period(s)~~previously ~~and in~~recorded ~~the~~a ~~same~~gain ~~manner~~of as$280,158 ifon the ~~entity~~extinguishment ~~had~~of ~~paid~~a ~~cash~~derivative ~~for~~liability ~~the~~related to ~~goods~~debt oras ~~services~~additional orpaid ~~used~~in ~~cash~~capital, ~~rebates~~and asnot arecorded ~~sales~~an ~~discount~~expense ~~instead~~ of ~~paying~~ ~~with~~$84,070 orfor ~~using,~~a ~~the~~previously ~~equity~~recorded ~~instruments.~~prepaid ~~A recognized~~ asset, ~~expense,~~related to orprofessional ~~sales~~fees ~~discount~~of ~~shall~~an ~~not~~abandoned beoffering. ~~reversed~~The iffollowing asets ~~share option~~forth ~~and~~the ~~similar~~significant ~~instrument~~effects ~~that~~of the ~~counterparty~~aforementioned ~~has~~restatement to the ~~right~~Company’s toconsolidated ~~exercise~~financial ~~expires~~statements ~~unexercised.~~as of December 31, 2014:

Derivative Financial Instruments

Derivative financial instruments consist of conversion features embedded in convertible debentures which meet the criteria for bifurcation from their host contract. These financial instruments are recorded in the balance sheet at fair value. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

F-11

STL Marketing Group, Inc. & Subsidiaries

Notes to the Condensed Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

Debt Issue Costs and Debt Discount

	December 31, 2014 As Previously Reported			2014 Adjustment			December 31, 2014 As Restated			Reference
Balance Sheet
Current Assets	$	84,172		$	(84,070	)	$	102		[1]
Total Assets	$	91,062		$	(84,070	)	$	6,992

Accounts payable and accrued expenses	$	1,447,850					$	1,447,50
Convertible Notes, net of discount		978,069					$	978,069
Other		235,932					$	235,932
Derivative Liabilities		2,439,998					$	2,439,998
Total Liabilities	$	5,101,849					$	5,101,849

Preferred Stock and common stock		3,259,764						3,259,764
Additional Paid in Capital-Preferred		(2,698,999	)		2,698,999			-		[4]
Additional Paid in Capital		1,305,726			(354,920) (280,158) (2,698,999	)		(2,028,351	)	[2], [3], [4]
Accumulated Deficit		(6,877,278	)		551,008			(6,326,270	)
Total Shareholders’ Deficit		5,010,787			(84,070	)		(5,094,857	)
Total Liabilities & Stockholders’ Deficit	$	91,062		$	(84,070	)	$	6,992
Statement of operations
Total operating expenses	$	663,579		$	84,070		$	747,648		[1]

Interest expense		(461,234	)		354,920			(106,314	)	[2]
Interest expenses-discount on notes		(407,398	)		-			(407,398	)
Interest expense - Tarpon Bay Partners		(83,428	)		-			(83,428	)
Change in fair value of derivative liabilities		1,369,729						1,369,729
Derivative expense		(525,832	)		-			(525,832	)
Gain on extinguishment of derivative		-			280,158			280,158		[3]

Net loss	$	(771,742	)	$	551,008		$	(220,734	)
Net loss per share, basic and diluted	$	(0.03	)		(0.00	)	$	(0.03	)

~~The~~For ~~Company~~the ~~may~~year ~~pay~~ended ~~debt~~December ~~issue~~31, ~~costs~~2014, ~~and~~the ~~record~~net ~~debt~~cash ~~discounts~~used in ~~connection~~operations ~~with~~of ~~raising~~$(286,175), ~~funds~~net ~~through~~cash ~~the~~provided ~~issuance~~by ofinvesting ~~convertible~~activities of ~~debt.~~$2,758, ~~These~~and ~~costs~~net ~~are~~cash ~~amortized~~provided toby ~~interest~~financing ~~expense~~activities ~~over the life~~ of ~~the~~$282,802 ~~debt.~~as Ifpreviously areported ~~conversion~~have ofnot ~~the underlying debt occurs~~changed, a ~~proportionate~~therefore ~~share~~the statement of ~~the~~cash ~~unamortized~~flows ~~amounts~~information is ~~immediately expensed~~omitted.

~~Income~~The ~~Tax~~restatements ~~Provision~~to the financial statements for the year ended December 31, 2014 are as follows:

~~The Company~~1. ~~accounts~~Expense ~~for~~deferred ~~income~~offering ~~taxes~~costs ~~under~~for ~~Section~~professional ~~740-10-30~~fees ofon ~~the~~abandoned ~~FASB~~financing. ~~Accounting~~2. ~~Standards~~To ~~Codification~~adjust $354,920 ~~which~~related ~~requires~~to ~~recognition~~ issuance of ~~deferred~~shares ~~tax~~of ~~assets~~common ~~and~~stock ~~liabilities~~where ~~for~~ the ~~expected~~par ~~future~~value ~~tax consequences~~ of ~~events~~those ~~that~~shares ~~have been included~~ in ~~the~~excess ~~financial statements~~of ortheir ~~tax~~fair ~~returns.~~value ~~Under~~was ~~this~~previously ~~method,~~recorded ~~deferred~~as ~~tax~~an ~~assets~~expense and ~~liabilities~~not ~~are~~a ~~based~~reduction ~~on the differences between the financial statement and tax bases~~ of ~~assets~~additional ~~and~~paid ~~liabilities using enacted tax rates~~ in ~~effect~~capital. ~~for the year in which the differences are expected to reverse~~3. ~~Deferred~~Correct ~~tax assets are reduced by a valuation allowance to~~ the ~~extent~~accounting ~~management~~for ~~concludes it is more likely than not that~~ the ~~assets~~extinguishment ~~will~~of ~~not~~derivative ~~be realized. Deferred tax assets and~~ liabilities ~~are~~due ~~measured using enacted tax rates expected~~ to ~~apply~~conversion toof ~~taxable~~debt ~~income~~originally inaccounted ~~the~~for ~~years~~as inadditional ~~which~~paid ~~those~~capital ~~temporary~~adjustment ~~differences are expected to be recovered or settled~~4. ~~The~~Reclassification ~~effect on deferred tax assets and liabilities~~ of aadditional ~~change~~paid in ~~tax~~capital ~~rates~~to isconform ~~recognized in~~ the ~~Consolidated~~2014 ~~Statements~~to ~~of Income and Comprehensive Income in~~ the ~~period~~2015 ~~that includes the enactment date~~presentation.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-45, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-40 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances, as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-45 for the years ended December 31, 2014 and 2013. The Company believes that all prior periods are still subject to examination by tax authorities.

F-12

STL Marketing Group, Inc. & Subsidiaries

Notes to the Condensed Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

~~Reverse~~Note ~~Stock~~4 ~~Split~~– Liabilities Payable in Shares

In ~~October~~August ~~2014~~2012, the Company’s ~~board~~executed ofa ~~directors~~consulting ~~and~~agreement ~~stockholders~~with ~~approved~~a anthird ~~amended~~party ~~and~~to ~~restated~~provide ~~certificate~~various ofservices. ~~incorporation to~~Under ~~effect~~the aterms ~~reverse~~of ~~split~~the agreement, ofthe ~~shares~~consultant ofwould ~~our~~be ~~common~~paid ~~stock~~$10,000 atper amonth 1-for~~-15~~ ~~ratio.~~six ~~The~~months ~~reverse~~in ~~split~~the ~~became~~form ~~effective~~of infree ~~March 2015~~trading shares. The ~~par~~share ~~value~~total ~~and~~is computed ~~the~~as ~~authorized~~follows: ~~shares~~earned ofcompensation ~~the~~will ~~common~~accrue interest at 6%, and ~~convertible~~accrued ~~preferred~~compensation ~~stock~~will ~~were~~be ~~not~~convertible ~~adjusted~~into as70% aof the ~~result~~average of the ~~reverse split.~~lowest ~~All~~three ~~issued~~closing ~~and~~bid ~~outstanding~~prices ~~common~~of ~~stock~~the ~~and~~20 ~~per~~days ~~share~~preceding ~~amounts~~any ~~contained~~conversion. inAt ~~the~~December ~~financial~~31, ~~statements~~2015 ~~have~~and ~~been~~2014, ~~retroactively~~a balance ~~adjusted~~of to$60,000 ~~reflect~~remains ~~this~~outstanding ~~reverse~~and ~~split~~at ~~for~~December ~~all~~31, ~~periods~~2015, ~~presented~~is convertible into 1,016,669,714 shares of Common Stock.

~~Net~~In ~~Loss~~January 2014, the Company executed a three-month consulting agreement with a third party to provide strategic planning matters. The consultant would be paid $15,000 per month for three months in the form of restricted common stock, using the average of the last five trading days of the month. As of December 31, 2015 and 2014, a balance of $15,000 remains outstanding and at December 31, 2015, is convertible into 150,000,000 shares of Common ~~Share~~Stock.

~~Basic~~In ~~earnings~~February ~~per~~2014, ~~share~~the ~~(“EPS”)~~Company isengaged ~~computed~~an byattorney ~~dividing~~as ~~net~~counsel. ~~loss~~According ~~available~~ to ~~common stockholders by~~ the ~~weighted~~engagement ~~average number of common shares outstanding during the period~~contract, ~~excluding~~a ~~the~~portion ~~effects~~ of ~~any~~the ~~potentially~~fees ~~dilutive~~due ~~securities. Diluted EPS~~to ~~gives~~the ~~effect~~attorney towould ~~all~~be ~~dilutive~~paid ~~potential~~in ofrestricted ~~shares of~~ common ~~stock~~shares. ~~outstanding~~As ~~during~~of ~~the~~December ~~period~~31, ~~including~~2015 ~~stock~~and ~~options or warrants~~2014, ~~using~~ the ~~treasury~~Company ~~stock~~has ~~method~~fees ~~(by~~payable ~~using~~in the ~~average stock price for the period to determine the number of shares assumed to~~ beamount ~~purchased from the exercise~~ of ~~stock~~$39,500, ~~options~~which orat ~~warrants)~~December 31, ~~and~~2015 ~~convertible~~is ~~debt or~~ convertible ~~preferred~~into ~~stock~~395,000,000 ~~using~~shares ~~the~~of ~~if-converted method~~Common Stock.

~~During~~Note ~~the~~5 ~~years~~– ~~ended~~Notes ~~December 31, 2014 and December 31, 2013, the Company reported a net loss, and accordingly dilutive instruments were excluded from the net loss per share calculation for such periods.~~Payable

Common stock equivalents are as follows:

	December 31, 2015		December 31, 2014
In October 2010, a third party loaned the Company $50,000 under a demand note bearing zero interest. At December 31, 2015 and 2014, this note is in default.	$	50,000	$	50,000
In March 2011, third parties loaned the Company $10,000 under a demand note bearing zero interest. The note was acquired in the merger and at December 31, 2015 and 2014 is in default.		10,000		10,000
	$	60,000	$	60,000

	December 31, 2014		December 31, 2013
Convertible Debt		151,220,218		12,213,387
Liability to be settled in common stock (1)		2,422,222		130,718
Liability to be settled in common stock (exercise price $0.01/share) (2)		4,289,961		484,781
Common stock equivalents		157,932,401		12,828,886

Note 6 – Convertible Notes Payable

	(1)	Fair value was $54,500 at December 31, 2014 and $43,333 at December 31, 2013. See Note 6.
	(2)	Fair value was $60,000 at December 31, 2014 and $60,000 at December 31, 2013. See Note 6.

At December 31, 2015 and December 31, 2014, convertible notes consisted of the following:

Other Recently Issued, but Not Yet Effective Accounting Pronouncements

	December 31, 2015			December 31, 2014
Unsecured convertible notes payable	$	942,144		$	1,084,319
Debt discount		(14,152	)		(106,250	)
Notes payable, net of discount	$	927,992		$	978,069

OnFrom ~~July 18,~~2009 ~~2013~~to 2015, the ~~Financial~~Company ~~Accounting Standards Board (“FASB”)~~ issued ~~ASU~~Convertible ~~No. 2013-11,~~Promissory ~~“Presentation of~~Notes ~~an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”~~ (“~~ASU 2013-11~~Notes”). ~~ASU 2013-11 states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction~~ to avarious ~~deferred~~accredited ~~tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, except as follows~~investors. The ~~unrecognized~~Notes bear ~~tax~~interest ~~benefit~~ranging ~~should~~from be8% ~~presented~~to in12% ~~the~~per ~~financial statements~~annum ~~as a liability~~ and ~~should~~mature ~~not~~on bevarious ~~combined~~dates ~~with~~from ~~deferred~~February ~~tax~~2010 ~~assets~~ to ~~the~~September ~~extent~~2016. ~~(a) a~~The ~~net~~Company ~~operating loss carryforward, a similar tax loss or a tax credit carryforward~~ is ~~not available at the reporting date under the tax law of the applicable jurisdiction~~ tocurrently ~~settle~~in ~~any~~default ~~additional income taxes that would result from the disallowance~~ of apayment ~~tax position, or (b) the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax assets~~ for ~~such~~ ~~purpose.~~Notes ~~The~~that ~~amendments~~matured in ~~ASU~~February ~~20103-11~~2010 ~~are~~through ~~effective~~July ~~prospectively~~2015 ~~for~~in ~~interim~~the ~~and~~aggregate ~~annual~~principal ~~reporting~~amount ~~periods beginning after~~of ~~December 15~~$893, ~~2013~~330. ~~The adoption of ASU 2013-11 has not had a material impact on our financial position, results of operations or cash flows.~~

The Notes are convertible into shares of Common Stock of the Company at the option of the holder commencing on various dates following the issuance date of the Notes and ending on the later of the maturity date or date of full payment of principal and interest. The principal amount of the Notes along with, at the holder’s option, any unpaid interest and penalties, are convertible at price per share at discounts ranging from 10% to 75% of the Company’s Common Stock trading market price during a certain time period, as defined in the agreements. Further, the conversion prices for three notes are subject to a floor such that the conversion prices will not be less than a certain price, as defined in the agreement, with such floor prices ranging from $0.004 to $0.015 per share. In addition, the conversion prices are subject to adjustment in certain events, such as in conjunction with any sale, conveyance or disposition of all or substantially all of the Company’s assets or consummation of a transaction or series of related transactions in which the Company is not the surviving entity.

F-13

STL Marketing Group, Inc. & Subsidiaries

Notes to the Condensed Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

InAs ~~May~~of ~~2014,~~December ~~the FASB issued ASU No. 2014-09~~31, ~~“Revenue from Contracts with Customers” (“ASU~~ 2014~~-09”)~~, ~~which requires entities to recognize revenue in a way that depicts~~ the ~~transfer~~balance of ~~promised~~the ~~goods~~Notes orwas ~~services~~$1,084,319. toDuring ~~customers~~the inyear anended ~~amount that~~December ~~reflects~~31, ~~the~~2015, ~~consideration to which~~ the ~~entity~~Company ~~expects~~issued to$59,000 of benew ~~entitled~~unsecured toconvertible ~~in exchange for those goods or services~~notes. ~~The~~During ~~new guidance~~the ~~also~~year ~~requires~~ended ~~additional~~December ~~disclosure about the nature~~31, ~~amount~~2015, ~~timing~~note ~~and~~holders ~~uncertainty~~converted $201,175 of ~~revenue~~principal and ~~cash flows arising~~ ~~from customer contracts~~$2,288 ~~including~~of ~~significant~~accrued ~~judgments~~interest ~~and~~into ~~changes~~850,541,495 inshares ~~judgments~~of ~~and~~the ~~assets~~Company’s ~~recognized~~common ~~from costs incurred to obtain or fulfill a contract~~stock. ~~ASU~~At ~~2014-09~~December ~~is effective for fiscal years~~31, ~~and interim periods within those years~~2015, ~~beginning after December 15, 2016. The Company is currently evaluating~~ the ~~impact~~principal balance of the ~~new~~Notes ~~standards~~was $942,144.

InAs ~~June~~of ~~2014~~December 31, ~~the FASB issued ASU No.~~ 2014~~-12~~, ~~“Accounting~~the ~~for~~debt ~~Share-Based~~discount ~~Payments~~related ~~When~~to ~~the~~issuance ~~Terms~~ of ~~an Award Provide That a Performance Target Could Be Achieved after~~ the ~~Requisite~~Notes ~~Service~~was ~~Period~~$106,250.” ~~This~~During ~~ASU~~the ~~requires~~year ~~that~~ended aDecember ~~performance~~31, ~~target~~2015, ~~that~~the ~~affects~~Company ~~vesting,~~recorded ~~and~~debt ~~that~~discounts ~~could~~of ~~be achieved after the requisite service period~~$59,000, beand ~~treated~~recorded asdiscount aamortization ~~performance~~of ~~condition~~$151,098. As ~~such,~~ ~~the performance target should not be reflected in estimating the grant date fair value~~ of ~~the~~December ~~award.~~31, ~~This~~2015, ~~update further~~debt ~~clarifies~~discount ~~that~~was ~~compensation~~$14,152. ~~cost~~The ~~should~~remainder beof ~~recognized in~~ the ~~period~~valuation indiscount ~~which it becomes probable that the performance target~~ will be ~~achieved~~amortized ~~and~~as ~~should~~interest ~~represent~~expense ~~the~~over ~~compensation cost attributable to~~ the ~~period(s)~~remaining ~~for~~term ~~which the requisite service has already~~of been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating this guidance and the ~~impact~~note ~~it will~~of ~~have~~one ~~on its consolidated financial statements~~year.

InAs ~~August~~of ~~2014~~December 31, ~~the FASB issued ASU No. 2014-15~~2013, ~~“Disclosure~~the balance of ~~Uncertainties~~the ~~About~~Notes anwas ~~Entity’s~~$882,000. ~~Ability~~During tothe ~~Continue~~year ~~as a~~ended ~~Going~~December ~~Concern”~~31, ~~(“ASU~~ 2014~~-15”)~~, ~~which~~the ~~provides~~Company ~~guidance~~issued ~~on management’s responsibility in evaluating~~$344,500 ~~whether~~of ~~there~~new isunsecured ~~substantial~~convertible ~~doubt~~notes, ~~about~~of anwhich ~~entity’s~~$314,000 ~~ability~~were toissued ~~continue~~for ~~as a going concern and to provide related footnote disclosures~~cash. ~~ASU~~During ~~2014-15 is effective for~~ the ~~annual~~year ~~period~~ended ~~ending after~~ December 1531, ~~2016~~2014, ~~and~~note ~~for~~holders converted ~~annual~~$142,181 ~~and~~of ~~interim~~principal ~~periods thereafter.~~and ~~The~~$9,857 ~~adoption~~ of ~~ASU~~accrued ~~2014-15~~interest isinto ~~not~~33,797,238 ~~expected~~shares toof ~~have~~the aCompany’s ~~material~~common ~~impact~~stock. onAt December ~~our~~31, ~~financial position~~2014, ~~results~~the principal balance of ~~operations or~~the ~~cash~~Notes ~~flows~~was $1,084,319.

InAs ~~April~~of ~~2015, the FASB issued Accounting~~December ~~Standards Update No. 2015-03~~31, ~~“Interest - Imputation of Interest (Subtopic 835-30)~~2013,” ~~which~~the ~~requires that~~ debt ~~issuance costs~~discount berelated ~~presented~~to inissuance of the ~~balance~~Notes ~~sheet~~was as$184,312. aDuring ~~direct deduction from~~ the ~~carrying~~year ~~amount~~ended ofDecember ~~debt~~31, ~~liability~~2014, ~~consistent~~the ~~with~~Company recorded debt discounts orof ~~premiums.~~$329,336, ~~This~~and ~~guidance~~recorded ~~will~~discount beamortization ~~effective at the beginning~~ of ~~fiscal year 2017~~$407,398. ~~The~~As ~~Company~~of isDecember ~~currently~~31, ~~evaluating the~~2014, ~~impact~~debt ofdiscount ~~the new standards~~was $106,250.

~~Management~~The ~~does~~Company determined that the conversion prices of the Notes were not ~~believe~~a ~~that~~fixed ~~any~~amount ~~other~~because ~~recently~~they ~~issued~~were subject to an adjustment based on the occurrence of future offerings or events. In addition, ~~but~~the Company determined that instruments with floor prices ranging from $0.004 to $0.015 were de minimus and in substance not ~~yet~~indexed ~~effective~~to ~~accounting~~the ~~pronouncements,~~Company’s ifown ~~adopted~~stock. As a result, ~~would~~the Company ~~have~~determined athat ~~material~~the conversion features of the Notes were not considered indexed to the Company’s own stock and ~~effect~~characterized onthe fair value of the ~~accompanying~~conversion ~~consolidated~~features ~~financial~~as ~~statements~~derivative liabilities upon issuance (See Note 7).

~~Note~~Management 2and –legal ~~Going~~counsel ~~Concern~~have reviewed previous agreements and believe, pursuant to the Stock Purchase and Share Exchange Agreement effective as of January 31, 2009 (the “2009 Agreement”) entered into by the Company (then known as Image Worldwide, Inc., a Colorado corporation). Image Worldwide Marketing, Inc., a Delaware corporation and subsidiary of the Company (“Image Worldwide Marketing Delaware”), and St. Louis Packaging, Inc., an Illinois corporation, that Image Worldwide Delaware should have assumed all liabilities of the Company as of or prior to the 2009 Agreement. Management believes this amounts to $308,333 of debt (including $265,000 of convertible debt), plus its related interest and derivatives. The Company is currently reviewing and weighing its options and will proceed accordingly. At December 31, 2015 and 2014 this debt is included on the accompanying consolidated financial statements.

AsNote ~~reflected~~7 in– ~~the~~Derivative accompanying condensed consolidated financial statements, the Company had a net loss of $771,742, net cash used in operations of $286,175 and has a working capital deficit of approximately $5,108,000 for the year ended December 31, 2014. The Company does not yet have a history of financial stability. Historically, the principal source of liquidity has been the issuance of debt and equity securities. These factors raise substantial doubt about the Company’s ability to continue as a going concern.Liabilities

~~The~~Under ~~ability~~authoritative ofguidance ~~the~~issued ~~Company~~by tothe ~~continue~~FASB asdebt ainstruments, ~~going~~which ~~concern~~do isnot ~~dependent~~have onfixed ~~management’s~~settlement ~~plans~~provisions, ~~which~~are ~~include~~deemed ~~further~~to ~~implementation~~be derivative instruments. The conversion feature of ~~its~~the ~~business~~Company’s ~~plan~~convertible notes payable and ~~continuing~~liabilities topayable ~~raise~~in ~~funds~~shares ~~through~~(described in ~~debt~~Note 5 and~~/or~~ ~~equity~~6 ~~raises~~above) did not have fixed settlement provisions because the ultimate determination of shares to be issued could exceed current available authorized shares.

~~The~~In ~~accompanying~~accordance ~~financial~~with ~~statements~~the ~~have~~FASB ~~been~~authoritative ~~prepared~~guidance, onthe aconversion ~~going~~feature ~~concern~~of ~~basis,~~the ~~which~~financial ~~contemplates~~instruments ~~the~~was ~~realization~~separated offrom ~~assets~~the ~~and~~host ~~the~~contract ~~satisfaction~~and ofrecognized ~~liabilities~~as ina ~~the~~derivative ~~normal course of business~~instrument. ~~These~~The ~~financial~~conversion ~~statements~~feature doof ~~not~~the ~~include~~financial ~~any~~instruments ~~adjustments~~had ~~relating~~been characterized toas ~~the~~a ~~recovery~~derivative ofliability ~~the~~and ~~recorded~~was ~~assets~~re-measured orat the ~~classification~~end of ~~the~~every ~~liabilities~~reporting ~~that~~period ~~might~~with ~~be necessary should~~ the ~~Company~~change ~~be unable~~in tovalue ~~continue~~reported asin athe ~~going~~statement of ~~concern~~operations.

~~Note~~The 3derivative –liability ~~Property~~was ~~and~~valued ~~Equipment~~at the following dates using a probability weighted Black-Scholes-Merton model with the following assumptions:

Property and equipment are as follows:	December 31, 2014			December 31, 2013
	December 31, 2015			January to December, 2015 (Dates of Inception)			December 31, 2014
Furniture and fixtures	$	4,909		$	4,909
Conversion feature:
Machinery and equipment		8,191			7,551
Risk-free interest rate		0.33	%		.11	%		0.03	%
Leasehold improvements		2,507			2,507
Expected volatility		262%-549	%		636%-756	%		290%-959	%
		15,607			14,967
Expected life (in years)		0.25 -1 year			0.33-1 year			0.1-1.68 years
Accumulated depreciation and amortization		(9,852	)		(7,736	)
Expected dividend yield		-			-			-
Property and equipment - net	$	5,755		$	7,231
Fair Value:
Conversion feature	$	3,037,500		$	213,577		$	2,439,998

The risk-free interest rate was based on rates established by the Federal Reserve Bank. The expected life of the conversion feature of the notes was based on the remaining terms of the financial instruments. The expected dividend yield was based on the fact that the Company has not customarily paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future.

F-14

STL Marketing Group, Inc. & Subsidiaries

Notes to the Condensed Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

~~Depreciation~~At ~~expense~~December ~~for~~31, 2014, the balance of the derivative liabilities was $2,439,998. During the year ended December 31, 2014, the Company recorded additional derivative liabilities of $213,575. In addition, during the period ended December 31, 2015, convertible notes and ~~2013~~accrued ~~was~~interest totaling $2203,~~116~~465 were converted into shares of common stock and the Company recorded a gain of $2291,~~828~~118 related ~~respectively~~to the extinguishment of the corresponding derivative liability. As of December 31, 2015, the Company re-measured the derivative liabilities and determined the fair value to be $3,037,500, and for the year ended December 31, 2015, recorded a loss on the change in fair value of derivatives of $675,045.

~~Note~~At December 431, –2013, ~~Due~~the ~~From~~balance ~~Investment~~of ~~Bank~~the derivative liabilities was $3,250,672. During the year ended December 31, 2014, the Company recorded additional derivative liabilities of $839,213. In addition, during the period ended December 31, 2015, convertible notes and accrued interest totaling $152,038 were converted into shares of common stock and the Company recorded a gain of $280,158 related to the extinguishment of the corresponding derivative liability. As of December 31, 2015, the Company re-measured the derivative liabilities and determined the fair value to be $2,439,998, and for the year ended December 31, 2015, recorded a gain on the change in fair value of derivatives of $1,369,729.

InNote ~~April~~8 ~~2011,~~– ~~the~~Related ~~Company~~Party engaged a Costa Rican investment bank, as its exclusive agent to advise the Company on the structuring of corporate openness and equity placement. During 2012 the Company entered into a dispute with the investment bank. The Company contends that the investment bank retained more than the fee allowed by the contract on the sale of equity securities (the “Closings”) that took place during the period April 2011 through December 2011. At December 31, 2014 and December 31, 2013, the Company believes they are owed $195,400 and $195,400, respectively, from the investment bank relating to excess fees withheld from the Closings. Due to the uncertainty surrounding the recoverability of the funds from the investment bank the Company has recorded a full allowance against the receivable. This amount has been recorded in additional paid in capital in the statement of stockholders equity. If the company wins the dispute and actually recovers the funds it will be recorded to additional paid in capital.Transactions

~~Note~~(A) 5Accounts Payable and Accrued Liabilities – ~~Notes~~Related ~~Payable~~Party

	December 31, 2014		December 31, 2013
In October 2010, a third party loaned the Company $50,000 under a demand note bearing zero interest. This note is in default.	$	50,000	$	50,000
In March 2011, third parties loaned the Company $11,500 under demand notes bearing interest from 8-10% per year. The notes were acquired in the merger and are in default. A payment of $1,500 was made as of June 2014, leaving a balance of $10,000 as of December 31, 2014.		10,000		11,500
In December 2011, third parties loaned the Company $5,600 under demand notes bearing interest at 10%, plus a late fee of an additional 2% per month. The notes were acquired in the merger and were in default. The note was paid in full during the year ended December 31, 2014.		-		5,600
In February 2013, the Company executed a promissory note in the principal amount of $50,000, bearing an interest rate of 5%, with a default rate of 18%. The payment terms involve two payments of $25,000 each. This note was in default. The note was paid in full during the year ended December 31, 2014.		-		50,000
	$	60,000	$	117,100

Since April 8, 2010 through December 31, 2015, management and board members have been advancing funds to the Company, paying expenses on behalf of the Company, and deferring salaries and consulting fees. As of December 31, 2015 and December 31, 2014, accounts payable and accrued liabilities due to board members and companies owned by board members totaled $436,123 and $385,677, respectively, these amounts are unsecured, non-interest bearing, and due on demand.

(B) Related Party Consulting Services

The Company incurred consulting expenses to a company that is owned by a board member, and for the period ending December 31, 2015 and 2014 the amounts were $37,500 and $75,000 respectively.

(C) Notes Payable – Related Parties

The Company executed various promissory notes to related parties since inception. The balance of the outstanding notes at December 31, 2013 was $73,949. During the year ended December 31, 2014, notes were issued for $2,873 to related parties, and the Company repaid $34,071 of notes to related parties. The notes mature in 3 months to 1 year, are unsecured, and have interest rate at 6%, per annum. The balance of the outstanding notes at December 31, 2014 was $42,751.

During the year ended December 31, 2015, notes were issued in the amount of $112,571 to related parties. The notes mature in 3 months to 1 year, are unsecured, and have interest rate at 6%, per annum. During the year ended December 31, 2015, the Company repaid $5,000 on notes to related parties. The balance of the outstanding notes at December 31, 2015 was $150,322. At December 31, 2015, the Company is in default on $71,446 of these notes.

F-15

STL Marketing Group, Inc. & Subsidiaries

Notes to the Condensed Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

Note 69 – ~~Liability~~Stockholders ~~to be Settled in Stock~~Deficit

InSeries ~~March~~A ofConvertible ~~2008,~~Preferred the Company entered into an asset purchase agreement to purchase certain tangible and intangible assets for $65,000 in STLK common stock. As of December 31, 2014 and December 31, 2013, a liability totaling $0 and $43,333 respectively, exists related to these unissued shares. This liability was acquired in the merger. In coordination with Section 3(a)(10) of the Securities Act of 1933, stated by the Circuit Court of the Second Judicial Circuit in Florida, the Company agreed to pay for this debt and therefore moved this debt from the Liability to be Settled in Stock ~~to a Settlement Liability (see Note 7).~~

In1,800,000 ~~August~~shares ~~2012,~~of our Series A Preferred Stock (the ~~Company~~“Series ~~executed~~A aPreferred”) ~~consulting~~have ~~agreement~~been ~~with~~designated, aof ~~third~~which ~~party~~1,800,000 toare ~~provide~~issued and ~~various~~outstanding ~~services~~and held by five shareholders. ~~Under~~Each share of the ~~terms~~Series A Preferred has one vote per share and the holder(s) of the Series A Preferred shall have the right to vote with the holders of the Company’s Common Stock on all matters that are ~~agreement,~~submitted to the ~~consultant~~Company’s ~~would~~stockholders. Each share of the Series A Preferred Stock shall be ~~paid~~entitled to a 10% preferred annual dividend on Par ($0.10~~,000~~ per ~~month~~share) ~~for~~non-cumulative ~~six~~on ~~months~~any individends, whether ordinary or liquidating that may be declared or paid by this Company. At the ~~form~~option of ~~free~~the ~~trading~~holder ~~shares~~of the Series A Preferred, each share of the Series A Preferred may be converted into the Company’s common stock at any time and from time to time after March 1, 2018. The ~~share~~Series ~~total~~A isPreferred does not contain ~~computed~~any assinking ~~follows:~~fund provisions.

●	Earned compensation will accrue interest at 6%; and
●	Accrued compensation will be convertible into 70% of the average of the lowest three closing bid prices of the 20 days preceding any conversion

Series B Preferred Stock

At1,400,000,000 ~~December~~shares ~~31,~~of ~~2014,~~our ~~the~~Series ~~fully~~B ~~recorded~~Preferred ~~amount~~Stock ofhave ~~$60~~been designated,~~000~~ ~~remains~~of which all are issued and outstanding and ~~available~~held toby beone ~~converted~~shareholder. Each ~~This~~share ~~liability~~of ~~was~~the Series B Preferred Stock (the “Series B Preferred”) shall have a 1.6 votes per share and shall be ~~acquired~~entitled into any non-preferred dividends, whether ordinary or liquidating, that may be declared or paid by the ~~merger~~Company. The Series Preferred do not have contain any sinking fund provisions and have no conversion rights.

InSeries ~~January~~C ofConvertible ~~2014,~~Preferred the Company executed a three-month consulting agreement with a third party to provide strategic planning matters. The consultant would be paid $15,000 per month for three months in the form of restricted common stock, using the average of the last five trading days of the month. As of December 31, 2014 the last remaining months balance of $15,000 has yet to be issued. There is no interest under this agreement.Stock

In125,000 ~~February~~shares of ~~2014,~~our ~~the~~Series ~~Company~~C ~~engaged~~Preferred ~~Lucosky~~Stock ~~Brookman~~(the ~~LLP~~“Series asC ~~its~~Preferred”) ~~counsel.~~have ~~According~~been ~~to the contract~~designated, ~~a portion~~ of ~~the~~which ~~fees~~none ~~from~~are currently ~~Lucosky~~issued ~~Brookman~~and ~~would~~outstanding. beThe ~~paid~~Series inC ~~restricted~~Preferred ~~common~~do ~~shares.~~not Ashave ofvoting ~~December~~rights ~~31,~~and ~~2014~~are ~~the~~not ~~Company~~entitled ~~has~~to ~~fees~~any individends. ~~the~~The ~~amount~~Series ofC ~~$39,500,~~preferred ~~which~~do isnot ~~available~~contain toany besinking ~~converted~~fund provisions.

~~Note~~At 7the –option ~~Settlement~~of ~~Liability~~the holder of the Series C Preferred, each share of the Series C Preferred may be converted into the Company’s Common Stock at a 50% discount to the average of the lowest three (3) trading prices in the ten trading days immediately prior to the date upon which the Series C Preferred is converted.

InCommon coordination with Section 3(a)(10) of the Securities Act of 1933, stated by the Circuit Court of the Second Judicial Circuit in Florida, the Company agreed to a settlement liability to pay for its outstanding stock liability debt of $43,333. Total payments of $24,652 were made during the year ending December 31, 2014, leaving a balance of $18,681 and $0 as of December 31, 2014 and December 31, 2013 respectively.Stock

For the year ended December 31 2015, 850,541,495 shares of common stock were issued to holders of various convertible notes that converted $203,465 of principal and accrued interest.

For the year ended December 31 2014, 33,797,238 shares of common stock were issued to the holders of various convertible notes that converted $152,038 in principal and accrued interest.

During the period ended December 31, 2014, the Company issued 14,692,867 shares of common stock to Tarpon Bay Partners valued at $246,734, of which Tarpon received fees of $81,287 and $165,447 reduced past due accounts payable.

During the year ended December 31, 2014, the Company issued 1,991,944 shares of common stock with a fair value of $117,460 for $67,460 for services rendered and the payment of a $50,000 of note payable.

Note 10– Commitments and Contingencies

Payable to Tarpon Bay Partners LLC

In 2014, Tarpon Bay Partners LLC (Tarpon) assumed $519,282 of past due accounts payable of the Company from various creditors of the Company. Tarpon then commenced an action against the Company to recover the aggregate of the past due accounts. On March 19, 2014, the Circuit Court of the Second Judicial Circuit for Leon County, Florida approved an agreement between the Company and Tarpon, in which the Company agreed to issue shares of the Company’s common stock to Tarpon sufficient to generate proceeds equal to the aggregate of the past due accounts. In addition, Tarpon will receive a fee of approximately 33% based on the proceeds. The Company will record the fees as the shares are issued and the past due accounts are paid. The past due amounts assumed are recorded as current liabilities of the Company until settled under the assignment agreement.

During the period ended December 31, 2015, the Company did not issue any shares of common stock to Tarpon in connection with the agreement. During the period ended December 31, 2014, the Company issued 14,692,867 shares of common stock to Tarpon valued at $246,734, of which Tarpon received fees of $81,287 and $165,447 reduced past due accounts payable, leaving a balance owed to vendors of $353,836. At December 31, 2015 and December 31, 2014, the balance due of $353,836 is included in accounts payable and accrued liabilities on the accompanying balance sheets. A portion of the fees that Tarpon has received has not been fully documented by Tarpon to the Company as requested, and therefore are in dispute and are pending of file date. For purposes of presentation in the accompanying financial statements, we have recorded these fees as fees paid to Tarpon.

F-16

Note 8 – Convertible Notes Payable

(A) Convertible Notes Payable

At December 31, 2014 and December 31, 2013, convertible debt consisted of the following:

	December 31, 2014		December 31, 2013
Convertible into 50% of the average of the lowest three closing prices during the 20 trading days immediately preceding conversion. These notes matured in July 2008 ($75,000), November 2008 ($100,000) and February 2010 ($15,000). These notes bear an interest rate of 8%-10%. These notes were acquired in the merger and are currently in default.	$	190,000	$	190,000
Convertible into 50% of the five day average closing bid prices immediately preceding conversion. This note matured in July 2008. This note has an interest rate of 8%. This note was acquired in the merger and is currently in default.		50,000		50,000
Convertible into 10% of the average of the lowest three closing prices during the 20 trading days immediately preceding conversion. This note matured in March 2008 and bears a 6% interest rate. This note was acquired in the merger and is currently in default.		40,000		40,000
Convertible into 75% of the average of the lowest three closing prices during the 20 trading days immediately preceding conversion. These notes matured in May and June of 2010 and bear an 8% interest rate. These notes were acquired in the merger and are currently in default.		25,000		25,000
Convertible into 50% of the average of the lowest three closing prices during the 10 trading days immediately preceding conversion. Notes mature in July 2013 – May 2014 and bear an 8% interest rate. These notes are currently in default. As of December 31, 2014, $5,000 of these notes has been converted.		487,000		492,000
Convertible into 60% of the lowest of any day during the 10 trading days immediately preceding conversion. Note matured in September 2014 and bears a 9.9% interest rate. As of December 31, 2014, $16,641 of this note has been converted, leaving a balance of $10,859.		10,859		27,500
Convertible at the greater (a) $0.015 or (b) at 50% of the lowest closing bid price during the 30 trading days immediately preceding conversion. This note matured in May 2014, bears a 10% interest rate and is currently in default.		25,000		25,000
Convertible at a 42% discount of the lowest three closing prices during the 15 trading days immediately preceding conversion. Note matures in August 2014 and bears an 8% interest rate. As of December 31, 2014, this note has been converted in full.		-		32,500
Convertible at a 42% discount of the lowest three closing prices during the 15 trading days immediately preceding conversion. Note matures in October 2014 and bears an 8% interest rate. As of September 30, 2014, this note has been converted in full.		-		-
Convertible at a 42% discount of the lowest three closing price during the 15 trading days immediately preceding conversion. Note matures in December 2014 and bears an 8% interest rate. As of September 30, 2014, this note has been converted in full.		-		-
Convertible at a 50% discount of the lowest of any day during the 15 trading days immediately preceding conversion. Note matures in March 2015 and bears an 8% interest rate. As of December 31, 2014, $4,720 of this note has been converted, leaving a balance of $16,780.		16,780		-
Convertible at a 50% of the lowest closing bid price during the 30 trading days immediately preceding conversion. Note matures in September 2014 and bears a 10% interest rate. As of December 31, 2014, $8,320 of this note has been converted, leaving a balance of $16,680.		16,680		-

F-17

STL Marketing Group, Inc. & Subsidiaries

Notes to the Condensed Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

Convertible at the lessor of (a) $0.004 or (b) at 40% discount of the lowest trade price during the 25 trading days immediately preceding conversion. Note matures in May 2016, has a 10% OID and bears a one time interest charge of 12% after ninety days (August 2014).		27,500		-
Convertible at a 42% discount of the lowest three closing prices during the 15 trading days immediately preceding conversion. Note matures in March 2015 and bears an 8% interest rate.		32,500		-
Convertible at a 42% discount of the lowest three closing prices during the 15 trading days immediately preceding conversion. Note matures in March 2015 and bears an 8% interest rate.		32,500		-
Convertible into 50% of the lowest close price during the 10 trading days immediately preceding conversion. Note matures in July 2015 and bears an 8% interest. The Back End convertible note portion of this agreement was cancelled as of December 31, 2014.		40,000		-
Convertible at a 42% discount of the lowest three closing prices during the 15 trading days immediately preceding conversion. Note matures in April 2015 and bears an 8% interest rate.		32,500		-
Convertible into 50% of the lowest close price during the 10 trading days immediately preceding conversion. Note matures in August 2015 and bears an 8% interest. In connection with this convertible note, the Company issued a Back End convertible note, in the principal amount of $25,000. The Back End Note has the same terms, due dates and conditions the convertible note. This Back End note is secured by a $25,000 Promissory Note to the Company, issued by the Holder. The Company has the right to cancel the Back End note. If it elects to disallow such funding, then the Company’s Back End Note will be cancelled along with the offsetting Holder’s Promissory Note.		25,000		-
Convertible at the lessor of (a) $0.004 or (b) at 40% discount of the lowest trade price during the 25 trading days immediately preceding conversion. Note matures in September 2016, has a 10% OID and bears a one time interest charge of 12% after ninety days (December 2014).		33,000		-
	$	1,084,319	$	882,000

As part of the agreement with Tarpon, the Company issued to Tarpon two convertible notes aggregating $50,000, which were due in May 2014 and September 2014. At December 31, 2015 and December 31, 2014, the notes total $41,680 and are included in the balance of convertible notes payable, net of discount on the accompanying balance sheets. The notes are currently in default. At December 31, 2015, the amounts outstanding on the notes plus accrued interest was $48,176, and are convertible into 963,511,000 shares of the Company’s common stock.

The debt holders are entitled, at their option, to convert all or part of the principal and accrued interest into shares of the Company’s common stock at conversion prices and terms discussed above. The Company classifies embedded conversion features in these notes as a derivative liability due to the discount to market feature, which could require a settlement in shares that cannot be determined until such conversions occur. The Company may not be able to determine if sufficient authorized shares exist in connection with contemplated conversions, which requires liability classification.

F-18

STL Marketing Group, Inc. & Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2014 and 2013

Convertible debt consisted of the following activity and terms:

				Interest Rate		Maturity
Convertible Debt Balance as of December 31, 2013	$	882,000		8% -12	%		March 2008 – Sept. 2014 ($861,319 is in default as of December 31, 2014)
Borrowings during the year ended December 31, 2014		344,500		8% -12	%		October 2014 – Sept. 2016
Conversions during the year ended December 31, 2014		(142,181	)
Convertible Debt Balance as of September 30, 2014		1,084,319
Debt Discount		(106,250	)
Convertible Debt Balance as of December 31, 2014 - Net	$	978,069

(B) Debt Discount

During the year ended December 31, 2014 and 2013, the Company recorded debt discounts totaling $329,336 and $518,489 respectively.

The debt discounts pertain to convertible debt that contains embedded conversion options that are required to be bifurcated and reported at fair value.

The Company amortized $407,398 and $371,924 during the year ended December 31, 2014 and December 31, 2013, respectively, to interest expense.

	December 31, 2014			December 31, 2013
Debt Discount	$	762,644		$	575,489
Amortization of debt discount		(656,394	)		(391,177	)
Debt Discount - net	$	106,250		$	184,312

Note 9 – Derivative Liabilities

Derivative liability – December 31, 2013	$	3,250,672
Fair value mark to market adjustment for convertible instruments		(1,369,726	)
Reduction in fair value due to debt conversions		(280,186	)
Fair value at the commitment date for convertible instruments		839,238
Derivative liability – December 31, 2014	$	2,439,998

The Company records debt discount to the extent of the gross proceeds raised, any excess amount is recorded as a derivative expense. The Company recorded a derivative expense of $525,832 and $793,097 for the year ended December 31, 2014 and 2013.

F-19

STL Marketing Group, Inc. & Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2014 and 2013

The Company uses the Black-Scholes model to estimate the fair value of its derivative liabilities at the end of each reporting period. The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2014:

	Commitment Date			December 31, 2014
Expected dividends:		0	%		0	%
Expected volatility:		238% - 449	%		290% - 959	%
Expected term:		0.50 - 2 years			0.01 – 1.68 year
Risk free interest rate:		0.08% - 0.37	%		0.03% - 0.67	%

Note 10 – Related Party Transactions

(A) Accounts Payable – Related Party

As of December 31, 2014 and December 31, 2013 the Company had accounts payable due to board members and companies owned by board members of $385,677 and $324,252. Since April 8, 2010 through December 31, 2014, management and board members have been loaning money to the Company, paying expenses on behalf of the Company and deferring salaries and consulting fees.

(B) Related Party Consulting Services

The Company incurred consulting expenses to a company that is owned by a board member, and for the year ending December 31, 2014 and December 31, 2013 the amounts were $82,500 and $150,000 respectively.

The Company executed various promissory notes to related parties since inception. New notes were issued for the year ending December 31, 2014, in the amount of $2,373..

The notes had the following range of terms:

● Maturing in 3 months to 1 year; ● Non-interest bearing ● Unsecured ● Default interest rate at 6%, per annum;

During the years ended December 31, 2014 and 2013, the Company repaid $34,071 and $2,925 respectively leaving a balance of $42,751 and $73,949 respectively. The Company is currently in default on $39,877 of these notes.

Debt under these obligations at December 31, 2014 and December 31, 2013 is as follows:

	December 31, 2014			December 31, 2013
Notes payable	$	42,751		$	73,949
Less: Current maturities		(42,751	)		(73,949	)
Notes payable, net of Current maturities	$	-		$	-

F-20

STL Marketing Group, Inc. & Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2014 and 2013

Note 11 – Retirement Plan

401(k)

The Company provided a 401(k) employee savings and retirement plan (the “Plan”). The Plan covered all employees who have completed six months of consecutive service with 160 hours monthly or have completed one year of service. The Company matched 100 percent of a participant’s elective deferrals up to 3 percent of the participant’s compensation, plus 50 percent of the participant’s elective deferrals that exceed 3 percent of the participant’s compensation, up to 5 percent of the participant’s compensation. The Company has not contributed to the Plan for the year ended December 31, 2014 and 2013.

Note 12 – Foreign Operations

Costa Rica

Operations outside the U.S. include subsidiaries in Costa Rica. Foreign operations are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, and restrictions on currency exchange. These subsidiaries are still in the development stage and have not generated any revenues.

The consolidated financial statements of the Company’s subsidiary, located in Costa Rica, are translated from colones, its functional currently, into U.S. dollars, the Company’s functional currency. All foreign currency assets and liabilities are translated at the exchange rate in effect at the reporting date, and all revenue and expenses are translated at the month-end exchange rate. The effects of translating the financial statements of the foreign subsidiary into U.S. dollars are reported as a cumulative translation adjustment, a separate component of the accumulated other comprehensive income (loss) in the consolidated statements of the shareholders’ equity (deficit). Foreign currency transaction gains/losses are reported as a component of other income – net in the consolidated statements of operations. The amount of foreign currency transaction gains and losses and translation adjustments were de minimis during the year periods ended December 31, 2014 and 2013.

Note 13 – Stockholders Deficit

Common Stock –

Common Stock has 2,600,000,000 shares authorized at $0.001 par value. Subject to the foregoing provisions, dividends may be declared on the Common Stock, and each Share of Common Stock shall entitle the holder thereof to one vote in all proceedings in which action shall be taken by stockholders of the Corporation.

For the year ended December 31, 2014 the following Common Stock has been issued:

- 256,410 Restricted Common Stock to Iconic Holdings, LLC. of Bethesda, MD. Stock was issued against the agreement for an Equity Line of Credit of up to five million dollars ($5,000,000). This is the first of two tranches for their commitment fee of the contract.

- 122,200 Restricted Common Stock to Uptick Capital, LLC. of Stamford, CT. Stock was issued against services for consulting in strategic planning initiatives to enhance and accelerate the commercialization of the Company’s business objectives.

F-21

STL Marketing Group, Inc. & Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2014 and 2013

- 2,777,131 Common Stock the Holder of various convertible notes that converted $32,500 in principal and $1,300 in accrued interest for a note with the maturity date of August 2014.

- 14,692,867 Common Stock to Tarpon Bay Partners, LLC., pursuant to Section 3(a)(10) of the Securities Act of 1933, stated by the Circuit Court of the Second Judicial Circuit in Florida.

- 2,952,307 Common Stock the Holder of various convertible notes that converted $42,500 in principal and $1,700 in accrued interest for a note with the maturity date of October 2014.

- 8,468,925 Common Stock the Holder of various convertible notes that converted $32,500 in principal and $1,300 in accrued interest for a note with the maturity date of December 2014.

- 7,511,667 Common Stock the Holder of a convertible note that converted $16,641 in principal and $0 in accrued interest for a note with the maturity date of September 2014.

- 1,613,333 Common Stock (Restricted) to Investor News Source Consulting, LLC. for services rendered during a four-month period.

- 5,903,598 Common Stock to Tarpon Bay Partners, LLC. Holder of a convertible note that converted $8,320 in principal, $2,271 in accrued interest and 2,415 in fees for a note with the maturity date of September 2014.

- 835,204 Common Stock the Holder of a convertible note that converted $5,000 in principal and $673 in accrued interest for a note with the maturity date of October 2013.

- 5,348,407 Common Stock the Holder of a convertible note that converted $4,720 in principal and $234 in accrued interest for a note with the maturity date of March 2015.

Note 14 – Commitments and Contingencies

Operating Leases

On November 1, 2010, the Company began leasing office space in Colorado Springs. This lease has been renewed for an additional three-year term. Monthly rent begins at $694 per month and increases over the term of the lease. The Company is also responsible for paying a share of the landlord’s property operating costs. The renewal lease began in November 2013 and expires in October 2016.

Rent expense amounted to $20,237 and $44,501 for the year ending December 31, 2014 and December 31, 2013, respectively and is included in selling, general and administrative expenses in the consolidated statements of operations.

Future minimum lease payments under these operating leases are approximately as follows:

Period Ending December 31,
2015		15,256
2016		13,147
Total	$	28,403

F-22

STL Marketing Group, Inc. & Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2014 and 2013

Agreements with Placement Agents and Finders

In April 2011, the Company engaged, a Costa Rican investment bank, as its exclusive agent to advise the Company on the structuring of corporate openness and equity placement with the following terms:

●	To assist the Company in connection with a best efforts private placement of up to $9.5 million of the Company’s equity and/or debt securities
●	Compensation – a fee in an amount equal to 5% of the aggregate gross proceeds raised

A former principal member of the board of directors of the Company is an employee of the investment bank.

During the year ended December 31, 2011 the Company paid the investment bank fees of $262,000. The Company is disputing $195,400 of these fees. (See Note 4)

Liability Purchase Agreement

On March 19, 2014, the Circuit Court of the Second Judicial Circuit in and for Leon County, Florida, entered an order approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a stipulation of settlement between STL Marketing Group, Inc., a Colorado corporation, and Tarpon Bay Partners, LLC, a Florida limited liability company, in the matter entitled Tarpon Bay Partners, LLC v. STL Marketing Group, Inc. , Case No. 2014-CA-278. Tarpon commenced the Action against the Company on February 6, 2014 to recover an aggregate of $519,282 of past-due accounts payable of the Company, which Tarpon had purchased from certain service providers of the Company pursuant to the terms of separate receivable purchase agreements between Tarpon and each of such vendors, plus fees and costs. The Assigned Accounts relate to certain legal, accounting, and financial services. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company and Tarpon upon execution of the Order by the Court on March 19, 2014.

Pursuant to the Settlement Agreement, the Company shall issue and deliver to Tarpon shares (the “Settlement Shares”) of the Company’s Common Stock in one of more tranches as necessary, and subject to adjustment and ownership limitations, sufficient to generate proceeds such that the aggregate Remittance Amount (as defined in the Settlement Agreement) equals the Claim.

In addition, pursuant to the terms of the Settlement Agreement, the Company issued to Tarpon the Tarpon Initial Note in the principal amount of $25,000. Under the terms of the Tarpon Initial Note, the Company shall pay Tarpon $25,000 on the date of maturity which was May 31, 2014. This Note is convertible by Tarpon into the Company’s Common Shares (See Note 8).

Also per the Company’s agreement with Tarpon, the Company issued the Tarpon Success Fee Note in the principal amount of $25,000 in favor of Tarpon as a commitment fee. The Tarpon Success Fee Note is due on September 20, 2014. The Tarpon Success Fee Note is convertible into shares of the Company’s common stock (See Note 8).

In connection with the settlement, and during the year ending December 31, 2014, the Company issued Tarpon 14,692,867 shares of Common Stock from which gross proceeds of $246,734 were generated from the sale of the Common Stock. In connection with the transaction, Tarpon received fees of $81,287 and providing payments of $165,447 to settle outstanding vendor payables. A portion of the fees that Tarpon has received, has not been fully documented by Tarpon to the Company as requested, and therefore are in dispute and are pending of file date. For audit purposes, we have recorded these fees as fees paid to Tarpon.

Any shares not used by Tarpon are subject to return to the Company. Accordingly, the Company accounts for these shares as issued but not outstanding until the shares have been sold by Tarpon and the proceeds are known. Net proceeds received by Tarpon are included as a reduction to accounts payable or other liability as applicable, as such funds are legally required to be provided to the party Tarpon purchased the debt from.

F-23

STL Marketing Group, Inc. & Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2014 and 2013

Litigations, Claims and Assessments

The Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. Other than the below litigation with the Costa Rican Investment Bank, ~~as discussed in Note 4,~~ the Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.

~~Note~~In 152012, –the ~~Subsequent~~Company ~~Events~~filed an arbitration claim with the “Centro Internacional de Conciliacion y Arbitraje” or “CICA” alleging that Grupo Aldesa, S.A., its then investment bank, withheld $195,400 of investor funds from the Company in mid-2011 for its own use and benefit and contrary to the executed agreement between the companies. The case claims that Aldesa received funds from two investors and remitted 50% of those funds and keeping the balance without authorization. Additionally, the Company did notify the Federal Bureau of Investigation (FBI), as well as, the State Attorney General of both Delaware and Colorado in mid-2012. Grupo Aldesa appealed to the Sala Primera de la Corte Suprema (the Supreme Court over these types of legal matters) in October of 2012 claiming CICA did not have subject matter jurisdiction or the right to adjudicate the case. In a strongly worded opinion Sala Primera rejected Aldesa’s appeal in the Company’s favor. CICA has received the official notice from the Sala Primera regarding the opinion and has taken up the case from where we were before the appeal.

The ~~Company~~CICA process has ~~evaluated~~reached ~~all~~its ~~events~~final ~~that~~legal ~~occurred~~stage ~~after~~and ~~the~~we ~~balance~~are ~~sheet~~awaiting ~~date through~~ the ~~date~~final ~~when the financial statements were available to be issued to determine if they must be reported~~judgment. ~~The Management of the Company determined that there are certain reportable subsequent events to be disclosed as follows:~~

OnNote ~~March~~11 4,– ~~2015,~~Subsequent the Company received notice from the Financial Industry Regulatory Authority (the “FINRA Notice”) that the Company’s application for a 1:15 reverse split was approved. In accordance with the FINRA Notice, the 1:15 reverse split of the Company’s common stock went effective on March 5, 2015.Events

~~The~~On ~~following~~February ~~conversions~~11, ~~have~~2016, ~~been~~the ~~made;~~Company entered into an agreement with Camposagrado, Inc. to exclusively license and commercialize Camposagrado’s patent pending Application or “App” to the worldwide hospitality industry (U.S. Pat. Application No. 14/877,595).

-Subsequent ~~5,338,888~~to ~~Common~~December ~~Stock~~31, ~~the~~2015, ~~Holder of a~~ convertible note ~~that~~holders converted $~~961~~4,594 inof principal and $~~0 in~~92 of accrued interest ~~for~~into a85,088,539 ~~note~~shares of ~~with~~ the ~~maturity~~Company’s ~~date~~common ofstock ~~September~~at ~~2014~~conversion prices ranging from $0.00004 to $0.00005 per share.

F- ~~5,994,829 Common Stock the Holder of a various convertible notes that converted $2,000 in principal and $98 in accrued interest for a note with the maturity date of August 2015.~~17

- 43,180,986 Common Stock the Holder of various convertible notes that converted $17,995 in principal and $0 in accrued interest for a note with the maturity date of March 2015.

- 21,848,938 Common Stock the Holder of various convertible notes that converted $7,690 in principal and $389 in accrued interest for a note with the maturity date of March 2015.

- 8,450,000 Common Stock the Holder of various convertible notes that converted $1,521 in principal and $0 in accrued interest for a note with the maturity date of May 2016.

F-24

Filing Compare · STL Marketing Group, Inc.