UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

[X]

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

For the quarterly period ended: ~~September~~March 3031, ~~2016~~2017

[ ]

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

For the transition period from ______________ to ______________

Commission file number: 333-205358

HELPFUL ALLIANCE COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Florida		45-5023152
(State of Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)

700 West Hillsboro Blvd, Suite 1-100 Deerfield Beach, FL		33441
(Address of Principal Executive Offices)		(Zip Code)

(754) 227-5783

(Registrant’s Telephone Number, Including Area Code)

With a copy to:

Philip Magri, Esq.

Magri Law, LLC

2642 NE 9th Avenue

Fort Lauderdale, FL 33334

T: (646) 502-5900

F: (646) 826-9200

pmagri@magrilaw.com

www.magrilaw.com

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [X ]

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 [ ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-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] Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date. As of ~~November~~May 710, ~~2016~~2017, there were 2,100,000 shares of Common Stock, $0.001 par value per share, issued and outstanding.

TABLE OF CONTENTS

	Page
PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets As of March 31, 2017 (Unaudited) and December 31, 2016	F-2
Condensed Consolidated Statements of Operations For the Three Months Ended March 31, 2017 and 2016 (Unaudited)	F-3
Condensed Consolidated Statement of Change in Stockholders’ Deficit For the Three Months Ended March 31, 2017 (Unaudited)	F-4
Condensed Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2017 and 2016 (Unaudited)	F-5
Notes to Condensed Consolidated Financial Statements (Unaudited)	F-6-F-22
ITEM 2. MANAGEMENT’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4. CONTROLS ND PROCEDURES	21

PART II – OTHER INFORMATION	22

ITEM 1. LEGAL MATTERS	22
ITEM 1A. RISK FACTORS	22
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	22
ITEM 5. OTHER INFORMATION	22
ITEM 6. EXHIBITS	23
SIGNATURES	24

		Page
	PART I – FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	INDEX TO FINANCIAL STATEMENTS	F-1
	Condensed Consolidated Balance Sheets as of September 30, 2016 (Unaudited) and December 31, 2015 (Restated)	F-2
	Condensed Statements of Operations For the Three Months and Nine Months Ended September 30, 2016 (Consolidated, Unaudited) and 2015 (Unaudited)	F-3
	Condensed Consolidated Statement of Change in Stockholders’ Deficit For the Nine Months Ended September 30, 2016 (Unaudited)	F-4
	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2016 (Consolidated, Unaudited) and 2015 (Unaudited)	F-5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	F-6
ITEM 2.	MANAGEMENT’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4.	CONTROLS AND PROCEDURES	22
	PART II – OTHER INFORMATION
ITEM 1.	LEGAL MATTERS	22
ITEM 1A.	RISK FACTORS	22
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	23
ITEM 5.	OTHER INFORMATION	23
ITEM 6.	EXHIBITS	24
	SIGNATURES	25

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HELPFUL ALLIANCE COMPANY

INDEX TO FINANCIAL STATEMENTS

~~September~~March 3031, ~~2016~~2017

	Page	~~Page~~
Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2016 (Unaudited) and December 31, 2015 (Restated)		F-2
Condensed Consolidated Balance Sheets As of March 31, 2017 (Unaudited) and December 31, 2016	F-2
Condensed Statements of Operations For the Three Months and Nine Months Ended September 30, 2016 (Consolidated, Unaudited) and 2015 (Unaudited)		F-3
Condensed Consolidated Statements of Operations For the Three Months Ended March 31, 2017 and 2016 (Unaudited)	F-3
Condensed Consolidated Statement of Change in Stockholders’ Deficit For the Nine Months Ended September 30, 2016 (Unaudited)		F-4
Condensed Consolidated Statement of Change in Stockholders’ Deficit For the Three Months Ended March 31, 2017 (Unaudited)	F-4
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2016 (Consolidated, Unaudited) and 2015 (Unaudited)		F-5
Condensed Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2017 and 2016 (Unaudited)	F-5
Notes to Condensed Consolidated Financial Statements (Unaudited)	F-6-F-22	~~F-6-F-26~~

F-1

HELPFUL ALLIANCE COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2016			December 31, 2015
	March 31, 2017			December 31, 2016
	(unaudited)			(restated)
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	18272,~~943~~973		$	~~214~~402,~~784~~409
Notes interest receivable		6,389			62,952
Prepaid expenses and other current assets		2,914			2,650
Notes interest receivable - related party, net		-			-
Total Current Assets		275,887			405,059
Notes receivable		-			530,000
Notes receivable - related party, net		-			-
Due from affiliate		-			507
Prepaid expenses and other current assets		1,839			3,884
Total Current Assets		27,171			812,127
OTHER ASSETS:
Equipment, net		1,~~913~~773			21,~~123~~843
Land held for development		~~328~~471,~~147~~536			~~211~~322,~~336~~028
Notes receivable		-			81,000
Security deposit on lease		2,602			2,602
Patent costs		11,850			8,345
Total Other Assets		475,911			326,743
Total Other Assets		341,910			302,804
TOTAL ASSETS	$	751,798		$	731,532
TOTAL ASSETS	$	369,081		$	1,114,931
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	80113,~~003~~123		$	4980,~~959~~232
Accrued expenses		4134,~~077~~267			1573,~~819~~664
Accrued interest payable		86143,~~520~~618			~~112~~109,~~444~~595
Note payable		600,000			-
Customer deposit liability – related party		9,420			4,000
Convertible note payable		400,000			1,400,000
Cash overdraft		30,099			7,200
Total Current Liabilities		1,207,600			1,578,222
Note payable		1,000,000			600,000
LONG TERM LIABILITIES:
Notes payable, related party		657,000			432,000
Notes payable, related party		342,000			-
Convertible note payable		-			400,000
Total Long Term Liabilities		342,000			-
Total Current Liabilities		1,987,527			1,706,691
TOTAL LIABILITIES		1,~~549~~987,~~600~~527			1,~~578~~706,~~222~~691
COMMITMENTS AND CONTINGENCIES (NOTE 16)
COMMITMENTS AND CONTINGENCIES (NOTE 12)
STOCKHOLDERS’ DEFICIT:
Preferred stock ($0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding)		-			-
Common stock - series X, ($0.001 par value; 40,000,000 shares authorized; 6,606,250 and 8,206,250 shares issued and outstanding at September 30, 2016 December 31, 2015, respectively )		6,606			8,206
Common stock - series X, ($0.001 par value; 40,000,000 shares authorized; 6,606,250 and 6,606,250 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively)		6,606			6,606
Common stock, ($0.001 par value; 200,000,000 shares authorized;
Common stock, ($0.001 par value; 200,000,000 shares authorized; 2,100,000 and 2,100,000 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively)		2,100			2,100
2,100,000 and 2,100,000 shares issued and outstanding at September 30, 2016 December 31, 2015, respectively )		2,100			2,100
Additional paid-in capital		1,286,018			1,285,594
Additional paid-in capital		875,166			528,151
Accumulated deficit		(2,570,113	)		(2,309,366	)
Accumulated deficit		(2,064,391	)		(1,001,748	)
TOTAL Helpful Alliance Company STOCKHOLDERS’ DEFICIT		(1,275,389	)		(1,015,066	)
TOTAL STOCKHOLDERS’ DEFICIT		(1,180,519	)		(463,291	)
Non-controlling interest		39,660			39,907
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	369,081		$	1,114,931
TOTAL STOCKHOLDERS’ DEFICIT		(1,235,729	)		(975,159	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	751,798		$	731,532

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

F-2

HELPFUL ALLIANCE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended						~~For the Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2016			2015			2016			2015
	2017			2016
		(consolidated)						(consolidated)
REVENUES	$	-		$	7,872
REVENUES	$	6,390		$	73,532		$	144,795		$	166,579
OPERATING EXPENSES
OPERATING EXPENSES
Compensation		177,785			157,430
Compensation		194,021			106,217			518,717			187,667
Professional fees		23,069			74,450
Professional fees		37,119			65,320			97,640			252,955
Interest expense		37,413			28,340
Interest expense		30,627			28,342			88,728			99,102
Other selling, general and administrative		30,827			20,138
Bad debt recovery		-			-			-			(179,197	)
TOTAL OPERATING EXPENSES		269,094			280,358
Amortization of debt discount		-			-			434,182			-
LOSS FROM OPERATIONS		(269,094	)		(272,486	)
Other selling, general and administrative		13,312			12,682			68,287			54,484
OTHER INCOME
TOTAL OPERATING EXPENSES		275,079			212,561			1,207,554			415,011
Other income		-			86
LOSS FROM OPERATIONS		(268,689	)		(139,029	)		(1,062,759	)		(248,432	)
TOTAL OTHER INCOME		-			86
OTHER INCOME
NET LOSS	$	(269,094	)	$	(272,400	)
Other income		-			50			116			151
NET LOSS - ATTRIBUTABLE TO NON-CONTROLLING INTEREST		(8,347	)		-
TOTAL OTHER INCOME		-			50			116			151
NET LOSS - ATTRIBUTABLE TO THE COMPANY		(260,747	)		(272,400	)
NET LOSS	$	(268,689	)	$	(138,979	)	$	(1,062,643	)	$	(248,281	)
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE
Basic and diluted	$	(0.12	)	$	(0.13	)
Basic and diluted	$	(0.13	)	$	(0.07	)	$	(0.51	)	$	(0.11	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic and diluted		2,100,000			2,100,000
Basic and diluted		2,100,000			2,100,000			2,100,000			2,360,073

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

F-3

HELPFUL ALLIANCE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’' DEFICIT

For the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2016~~2017

(Unaudited)

	Preferred Stock				Common Stock – Series X				Common Stock
	Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Non-Controlling Interest			Total Stockholders' Deficit
Balance at December 31, 2016		-	$	-		6,606,250	$	6,606		2,100,000	$	2,100	$	1,285,594	$	(2,309,366	)	$	39,907		$	(975,159	)
Stock option issuance		-		-		-		-		-		-		424		-			-			424
Non-controlling interest in 5210 W Shore LLC		-		-		-		-		-		-		-		-			8,100			8,100
Net loss		-		-		-		-		-		-		-		(260,747	)		(8,347	)		(269,094	)
Balance at March 31, 2017 (Unaudited)		-	$	-		6,606,250	$	6,606		2,100,000	$	2,100	$	1,286,018	$	(2,570,113	)	$	39,660		$	(1,235,729	)

	Preferred Stock				Common Stock – Series X						Common Stock				Additional						Total
	Number of				Number of						Number of				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			Deficit
Balance at December 31, 2015 (Restated)		-	$	-		8,206,250		$	8,206			2,100,000	$	2,100	$	528,151		$	(1,001,748	)	$	(463,291	)
Stock option issuance		-		-		-			-			-		-		1,233			-			1,233
Debt discount on warrant issued for extension of note payable		-		-		-						-		-		434,182			-			434,182
Series-X common stock repurchased and retired		-		-		(1,600,000	)		(1,600	)		-		-		(88,400	)		-			(90,000	)
Net loss		-		-		-			-			-		-		-			(1,062,643	)		(1,062,643	)
Balance at September 30, 2016 (Unaudited)		-	$	-		6,606,250		$	6,606			2,100,000	$	2,100	$	875,166		$	(2,064,391	)	$	(1,180,519	)

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

F-4

HELPFUL ALLIANCE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended
	For the Three Months Ended
	September 30,
	March 31,
	2016			2015
	2017			2016
		(consolidated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1269,~~062,643~~094	)	$	(~~248~~272,~~281~~400	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		~~210~~70			~~210~~70
Bad debt recovery		-			(179,197	)
Stock option compensation		424			288
Stock option compensation		1,233			46
Amortization of debt discount		434,182			-
Changes in operating assets and liabilities:
Note interest receivable		~~56,563~~-			~~(45,052~~224	)
Notes receivable		~~411,000~~-			~~700~~81,000
Due from affiliate		~~507~~-			-507
Prepaid expenses and other current assets		~~2,045~~(264	)		~~389~~(21,~~356~~724	)
Accounts payable		3032,~~045~~891			166,~~456~~005
Accrued expenses		25(39,~~258~~397	)		615,~~183~~077
Accrued interest payable		~~(25~~34,~~924~~023	)		(2784,~~676~~105	)
Land development cost		(~~116~~149,~~811~~508	)		-
Customer advances		-			(3,503	)
Customer advances, related party		5,420			-
Net cash (used in) provided by operating activities		(244,335	)		608,542
Net cash used in operating activities		(385,435	)		(275,058	)
CASH FLOWS FROM INVESTING ACTIVITIES
Patent cost		(3,506	)		-
Net cash used in investing activities		(3,506	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Note payable		542,000			-
Cash overdraft		22,899			2,427
Repayment of note payable		(400,000	)		(160,000	)
Notes payable- related party		225,000			60,000
Repurchase of Series-X common stock		(90,000	)		-
Non-controlling interest in 5210 W Shore LLC		8,100			-
Warrant purchase		-			100,000
Net cash provided by financing activities		255,999			62,427
Net cash provided by (used in) financing activities		52,000			(60,000	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(129,436	)		(212,631	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(195,841	)		548,542
CASH - BEGINNING OF PERIOD		402,409			214,784
CASH - BEGINNING OF PERIOD		214,784			534,616
CASH - END OF PERIOD	$	272,973		$	2,153
CASH - END OF PERIOD	$	18,943		$	1,083,158
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	~~114~~3,~~652~~390		$	~~126~~112,~~778~~444
Income taxes	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock for patents	$	-		$	8,145
Modification to note with conversion rights from convertible to non-convertible	$	400,000		$	-
Issuance of series x common stock for conversion of convertible note	$	-		$	330,000
Retirement of Series-X common stock	$	1,600		$	-
Debt discount on note payable	$	434,182		$	-
Assignment of notes receivable in satisfaction of notes payable	$	200,000		$	-

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

F-5

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, 2017 and 2016

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

~~Helpful~~Incorporated ~~Alliance~~in ~~Company~~the ~~was~~state ~~incorporated~~of inFlorida on April 11, 2012, inwe ~~State~~are ofa ~~Florida.~~emergent ~~Helpful~~growth ~~Alliance~~construction ~~Company~~management company with operations structured in three segments: (~~the~~i) ~~“Company”~~land development, (ii) isengineering ~~a real-estate~~and ~~developer~~(iii) ~~with~~construction. ~~the~~From ~~activities~~our inception and going forward, we are developing core expertise in three areas: ~~construction,~~(i) ~~business~~engineering ~~development,~~ and ~~financial~~producing ~~assistance.~~pre-fabricated ~~The~~building ~~Company’s~~kits that would enable easy-to-build construction ~~arm~~of ~~manages~~new ~~the~~properties; ~~construction,~~(iii) ~~remodeling~~designing master plans and ~~sale~~developing ofland ~~residential~~for ~~properties.~~neighborhoods ~~Its~~of ~~business~~new ~~development~~generation; ~~arm~~and ~~develops~~(iii) ~~affordable~~swift ~~home~~and ~~kits~~inexpensive ~~and~~construction ~~its~~of ~~proprietary~~building ~~assembly~~shells ~~methods~~from ~~and~~foundation ~~tools~~to roof. ~~Its~~Our ~~financial~~mission ~~activities~~is ~~arm~~to ~~provides~~build ~~residential~~new, ~~and commercial~~health-conscious, ~~loans~~tech-centric ~~in which~~ real -estate properties ~~are~~at ~~used~~lower ascost ~~collaterals~~and at superior speed.

From our inception to date, majority of our operations have been focused on engineering activities (i.e. testing novel building materials and developing proprietary building methods, revising and improving plan of development for our Seasons Creek community, and designing our building kits), and searching for land suitable for pilot-testing the selected technologies and building kits in real construction projects. However, because of significant time and effort constraints in conducting research and development and locating land for suitable construction projects to test the selected construction technology, the majority of our revenues from inception to date have been derived from financial assistance activities, in which we engaged in to generate sufficient working capital to fund our early stage business efforts. In 2016, we have completely withdrawn from the financial assistance segment and focused our efforts on the engineering, land development and construction activities.

We are an emerging growth company as defined in the JOBS Act. As an emerging growth company, we have elected, pursuant to Section 107(b) of the JOBS Act, to take advantage of the extended transition period provided in Securities Act Section 7(a)(2)(B) for complying with new or revised accounting standards. We will therefore delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. We may take advantage of this extended transition period provided in Securities Act Section 7(a)(2)(B) until the first to occur of the date we (i) are no longer an “emerging growth company” or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Securities Act Section 7(a)(2)(B). As such, our financial statements may not be comparable to companies that comply with public company effective dates.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going concern

These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business.

As reflected in the accompanying unaudited financial statements, the Company had a net loss attributable to the Company of $1260,~~062,643~~ 747 and $~~248~~272,~~281~~400 for the ~~nine~~ three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, respectively, an accumulated deficit of $2,~~064~~570,~~391~~113 and working capital deficit of $1,~~180~~711,~~429~~ 640 at ~~September~~March 3031, ~~2016~~2017. These matters 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 on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management is continuing with its plan to expand operations in construction and business development, which requires substantial additional working capital. The management believes that its current operating strategy, combined with continued funding, will provide the opportunity for the Company to continue as a going concern. The Company plans on raising capital through the sale of equity or debt instruments to implement its business plan. The Company remains dependent upon outside investors or its controlling stockholders to fund its operations. There is no assurance that the Company will raise the required capital or succeed in the realization of its business plans.

F-6

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, 2017 and 2016

(Unaudited)

Principles of consolidation

The accompanying consolidated financial statements include the accounts of Helpful Alliance Company Inc., its ~~wholly-owned subsidiary~~subsidiaries, ~~Seasons~~ Seasons Creek Development LLC, in which our ownership was diluted from ~~inception~~100% onto 67% in November 302016, ~~2015~~a 97.5% subsidiary of Seasons Creek Development LLC, 5210 W Shore Drive LLC, and ~~its~~our wholly-owned ~~subsidiary~~subsidiaries, River City Park LLC, ~~from inception~~Washington onWoods ~~May~~LLC 3,and ~~2016~~Alliance Business Park LLC and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). All intercompany transactions and balances have been eliminated.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of ~~America~~ America (“US GAAP”) 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 revenue and expenses during the reporting period. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates. Significant estimates during the nine months ended September 30, 2016 and 2015 include valuation of warrant and allowance for doubtful accounts.

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates. Significant estimates during the three months ended March 31, 2017 and 2016 include allowance for doubtful accounts.

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted.

In our opinion, the accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly our financial position as of ~~September~~March 3031, ~~2016~~2017, the results of our operations for the three ~~and nine~~ months ended March ~~September 30~~31, ~~2016~~2017 and ~~2015~~2016, and our cash flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016. The results of our operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 are not necessarily indicative of the results to be expected for the full year due to seasonal variations in operating results and other factors. The balance sheet at December 31, ~~2015~~2016 has been taken from the audited financial statements as of that date. These unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, ~~2015~~2016.

Fair value of financial instruments and fair value measurements

The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

	Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

	Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

	Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

F-7

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, 2017 and 2016

(Unaudited)

The carrying amounts reported in the balance sheets for cash, current notes receivable, accounts payable and accrued expenses, accrued interest payable and due to officer approximate their fair market value based on the short-term maturity of these instruments. Furthermore, non-current notes receivable amounts approximate their fair value since they carry market rates of interest. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of ~~September~~March 3031, ~~2016~~2017.

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

Cash and cash equivalents

Cash and cash equivalents consist of cash and short-term highly liquid investments purchased with original maturities of three months or less. There were no cash equivalents at ~~September~~March 3031, ~~2016~~2017 and December 31, ~~2015~~2016.

Note interest receivables

Note interest receivables are stated at their estimated net realizable value. The Company reviews its accounts to estimate losses resulting from the inability of its customers to make required payments. Any required allowance is based on specific analysis of past due accounts and also considers historical trends of write-offs. Past due status is based on how recently payments have been received from customers. An allowance was deemed necessary for two customers in the amount of $501,120 at September 30, 2016 and December 31, 2015.

Notes receivable

10 provides general guidance for receivables and notes that receivables arise from credit

The Company follows FASB ASC 310-10 that provides general guidance for receivables and notes that arise from credit sales, loans, or other transactions. This Subtopic further discusses acquisition, development, and construction arrangements and provides “guidance for determining whether a lender should account for an acquisition, development, and construction arrangement as a loan or as an investment in real estate or a joint venture.”

Generally Accepted Accounting Principles (“GAAP”) requires that companies disclose the fair value of their notes receivable in the notes to the financial statements if they do not approximate their fair value. Also, GAAP recently changed to allow companies to choose to carry receivables at fair value in their balance sheets, with changes in fair value recognized as gains or losses in the income statements. The Company has not opted to carry its notes at fair value, and continues to carry its notes at face value.

F-8

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

The Company forecloses on collateral properties for which the notes that are six months in default by the borrower. The notice gives the borrower 10 business days to bring the account current or repay the loan when maturity is reached. Upon foreclosure on the collateral property, the property will be sold to pay off the debt.

When it becomes probable that a creditor will be unable to collect all amounts due according to the contractual terms of a note, the receivable is considered impaired and the Company does not record interest income on past due loans. When a creditor’s investment in a note receivable becomes impaired for any reason, the receivable is re-measured at the discounted present value of currently expected cash flows at the loan’s original effective rate. The difference between the carrying amount of the note and the discounted present value is the amount of impairment to be recorded.

Equipment

Equipment is carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed, and any resulting gains or losses are included in the Statement of Operations.

Land held for development

Land ~~held for development and costs attributable to the development activities which are held for future development where no significant development has been undertaken~~ is ~~stated~~carried at cost ~~less impairment costs (if any)~~. ~~When~~The ~~land~~cost ~~held~~of ~~for~~ development, isconstruction ~~sold~~activities ~~any~~and ~~resulting gains~~improvements ~~or losses~~ are ~~included in the Statement of Operations~~capitalized. The Company acquired ~~land~~two lands held for future development in State of Virginia, one in December 2015 at historical cost of $211,336, and in January 2017 the Company acquired a second land at a historical cost of $110,111, both of which ~~represents~~represent the purchase price. During the ~~nine~~ three months ended ~~September 30~~March 31, 2017 and during the year ended December 31, 2016 the Company incurred costs attributable to the development activities in amount of $~~116~~39,~~811~~397and $110,692, respectively, which were capitalized.

Patent costs

Patents are stated at cost and are being amortized on a straight-line basis over the estimated future periods to be benefited. Patents are recorded at the historical cost basis. The Company acquired a patent from an affiliated company in March 2015 valued at the historical cost basis, or $8,145, which represents the legal fees for filing the patent applications. In December 2015, the Company purchased a patent application from the Company’s founder valued at the historical cost basis, or $200, which represented the cost of filing fees associated with this patent application. During the nine months ended September 30, 2016 the Company incurred $3,506 in legal fees for patent application acquired in March 2015, and these costs were capitalized. The Company will begin amortizing ~~these~~ the patent costs when the patent applications are approved,. ~~and~~The ~~therefore~~Company did not recognize any amortization expense for the ~~nine~~ three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016.

Impairment of long-lived assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

F-98

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, 2017 and 2016

(Unaudited)

Investment in Unconsolidated Investees

The Company accounts for investments in which the Company owns less than 20% of the investee, using the cost method under ASC-325-20 requires the Company to account for the investment at its historical cost (i.e., the purchase price) and appears as an asset on the balance sheet of the Company.

The Company makes investments in real estate development entities. The investments have the following criteria, so the Company accounts for the investment using the cost method:

	●	The Company has no substantial influence over the investee (generally considered to be an investment of 20% or less of the shares of the investee).

	●	The investment has no easily determinable fair value.

Once the Company records the initial transaction, there is no need to adjust it, unless there is evidence that the fair market value of the investment has declined to below the recorded historical cost. If so, the Company writes down the recorded cost of the investment to its new fair market value.

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Stock-based compensation is included in Compensation expense and totaled $~~1,233~~424 and ~~$46~~ $288 for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, respectively.

Pursuant to ASC 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

Revenue recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company’s specific revenue recognition policies are as follows:

Interest Income: Revenue is earned on the interest -bearing notes based on the effective yield of the financial instrument. In the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, the Company had $~~20,581~~0 and $~~130~~7,~~907~~872 revenues, respectively, generated from interest ~~income.~~ ~~The Company records~~ income ~~from the settlement and sale of collateral from notes held into revenue when the note or collateral is sold and the cash proceeds are received~~. ~~During the three and nine months ended September 30, 2016, the Company recognized $124,214 of proceeds from the foreclosure and sale of one note.~~

~~F-10~~Construction: Revenues from the management of the construction, remodeling and sale of residential properties are recognized upon the sale of the properties. In the three months ended March 31, 2017 and 2016, the Company had no revenues generated by construction activities.

Business Development: Revenues from sales of home kits are recognized when the sales are closed and home kits are delivered to the customer. In the three months ended March 31, 2017 and 2016, the Company had no revenues generated by the sale of home kits.

Engineering consulting: Revenues from sales of engineering consulting services are earned when services are provided. In the three months ended March 31, 2017 and 2016 the Company had no revenues generated by engineering consulting.

F-9

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, 2017 and 2016

(Unaudited)

Construction: Revenues from the management of the construction, remodeling and sale of residential properties are recognized upon the sale of the properties. In the nine months ended September 30, 2016 and 2015, the Company had no revenues and $35,672, respectively, generated by construction activities.

Business Development: Revenues from sales of home kits are recognized when the sales are closed and home kits are delivered to the customer. In the nine months ended September 30, 2016 and 2015, the Company had no revenues generated by the sale of home kits.

Engineering consulting: Revenues from sales of engineering consulting services are earned when services are provided. In the nine months ended September 30, 2016 and 2015 the Company had no revenues generated by engineering consulting.

Segments

The Company follows the guidance of ASC 280-10 for “Disclosures about Segments of an Enterprise and Related Information.”" During the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, the Company only operated in one segment.

Income taxes

Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “"more-likely-than-not”" threshold. As of ~~September~~March 3031, ~~2016~~2017 and December 31, ~~2015,~~ 2016, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the ~~accompanying~~ accompanying financial statements.

Advertising and promotion

Advertising and promotion is expensed as incurred and is included in other selling, general and administrative expense and totaled $131,~~793~~790 and $4,~~774~~131 for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, respectively.

F-11

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

Research and development

Expenditures for research and product development costs are expensed as incurred and are included in other selling, general and administrative expense and totaled $211,222 and $021 for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, respectively.

Basic and diluted earnings per share

Pursuant to ASC 260-10-45, basic earnings per common share is computed by dividing income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted income (loss) per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Company’ssincome ~~income~~ (loss) subject to anti-dilution limitations. Potentially dilutive common shares consist of common stock issuable for stock warrants, convertible debt, Series X - common stock, restricted stock options (using the treasury stock method). In periods where the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact.

Net loss per share for each class of common stock is as follows:

	Nine Months Ended September 30, 2016			Nine Months Ended September 30, 2015
	Three Months Ended March 31, 2017			Three Months Ended March 31, 2016
Net loss per common shares outstanding:
Net Loss per common shares outstanding:
Basic Common stock	$	(0.5112	)	$	(0.1113	)
Weighted average shares outstanding:
Basic Common stock		2,100,000			2,~~360~~100,~~073~~000
Total weighted average shares outstanding		2,100,000			2,~~360~~100,~~073~~000

	Three Months Ended September 30, 2016			Three Months Ended September 30, 2015
Net loss per common shares outstanding:
Basic Common stock	$	(0.13	)	$	(0.07	)
Weighted average shares outstanding:
Basic Common stock		2,100,000			2,100,000
Total weighted average shares outstanding		2,100,000			2,100,000

F-10

The Company’s aggregate common stock equivalents at September 30, 2016 and September 30, 2015 included the following:

	September 30, 2016		September 30, 2015
Convertible notes		250,000		875,000
Warrants for common stock		2,625,000		-2,000,000-
Series X - common stock		6,606,250		-8,206,250
Restricted stock options		1,432,000		432,000
Total		10,913,250		11,513,250

F-12

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, 2017 and 2016

(Unaudited)

The Company's aggregate common stock equivalents at March 31, 2017 and December 31, 2016 included the following:

	March 31, 2017		December 31, 2016
Convertible notes		-		250,000
Warrants for common stock		2,625,000		2,625,000
Series X - common stock		6,606,250		6,606,250
Restricted stock options		1,432,000		1,432,000
Total		10,663,250		10,913,250

Related parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at historical cost of the goods or services exchanged.

Recent accounting pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which relates to the accounting for employee share-based payments. This standard addresses several aspects of the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. This standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2016, the FASB issued ASU 2016–10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing ” “. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

~~Reclassification~~F-11

Certain reclassifications have been made to the prior year’s data to conform to current year representation. These reclassifications had no effect on the net loss.

F-13

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, 2017 and 2016

(Unaudited)

~~NOTE 3 – PREPAID EXPENSES AND OTHER CURRENT ASSETS~~Reclassification

AtCertain ~~September~~reclassifications ~~30,~~have ~~2016~~been ~~and~~made ~~December~~to ~~31,~~the ~~2015,~~prior ~~prepaid~~year’s ~~expenses~~data ~~and~~to ~~other~~conform to current ~~assets~~year ~~consisted~~representation. ofThese reclassifications had no effect on the ~~following:~~net loss.

	September 30, 2016		December 31, 2015
Prepaid domain name subscription		127		167
Credit on Home Depot credit card		321		343
Prepaid expense SEC		142		142
Prepaid expense Edgar and XBRL services		1,249		3,000
Property tax receivable		-		232
	$	1,839	$	3,884

NOTE 3 – EQUIPMENT

NOTE 4 – NOTES RECEIVABLE

Notes receivable consists of the following at September 30, 2016 and December 31, 2015:

	September 30, 2016		December 31, 2015
Loan agreement dated April 2013, with a principal amount of $81,000 was assigned to the Company in November 2013. The note accrued interest at an annual rate of 11.5%, payable monthly, and was scheduled to mature in April 2018. This loan was collateralized by a mortgage as well as 100% of the borrowing company’s common stock. As of September 30, 2016 and December 31, 2015 the amount of accrued interest was $0 and $777, respectively. In March 2016, the note was purchased and assigned to third-party buyer.	$	-	$	81,000
Loan agreements dated July, September, and October 2013, and May 2014, with an aggregate principal amount of $400,000 were assigned to the Company in February, March and July 2014. The notes accrued interest at an annual rate of 12.5%, payable quarterly, and were scheduled to mature in July 2016, December 2018, and May 2019. These notes have a 90-day written withdrawal clause and are collateralized by various automobiles. In June 2015 a principal amount of $200,000 was repaid. On September 30, 2016 a principal amount of remaining $200,000 was assigned to affiliated company in lieu of repayment of notes payable due to the affiliated company with principal amount of $200,000 in non-cash transaction (See Note 10). As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $6,389 and $6,389, respectively.		-		200,000
Loan agreement dated May 2013, with a value of $420,000 but the remaining principal amount of $330,000 was assigned to the Company in November 2013. The note accrues interest at an annual rate of 12.0%, maturity date was May 2013, and the note has gone into default for non-payment of interest, therefore the interest rate has increased to 18% per the default provision in this note. In December 2014 a payment of accrued interest for $66,495 was received. This note is in default and the company filed for foreclosure in July 2015. The collateral for the loan is a real estate property located at 111 NE 43 St., Miami, FL 33015. The Company obtained a third-party appraisal in November 2015. The property was appraised at $900,000, which supports the carrying value of the note. A motion for summary judgment was filed by the foreclosure attorney in December 2015. As of December 31, 2015, the amount of accrued interest was $55,786. On March 31, 2016, we have entered into a Settlement Agreement pursuant to which second-mortgage holder agreed to pay us $510,000 in consideration of assignment of the rights, title and interest in the First Mortgage and this note. The said sum of $510,000 was released to the Company on May 16, 2016 and the Company recorded gain on settlement in amount of $124,214.		-		330,000
Total		-		611,000
Less Current Portion		-		(530,000	)
Notes receivable, long term	$	-	$	81,000

F-14

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

NOTE 5 – NOTES RECEIVABLE - RELATED PARTIES

Notes receivable with related parties consists of the following at September 30, 2016 and December 31, 2015:

	September 30, 2016			December 31, 2015
Loan agreement dated October 2013, with a principal amount of $100,000 was assigned to the Company in October 2013. The note accrues interest at an annual rate of 14.0%, payable quarterly, and matures in October 2015. An extension to this loan was made and extended the due date to December 31, 2016. The company has a right to early withdrawal with a 90-day notice prior to the withdrawal. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $17,529 and $17,529, respectively. This loan is in default for non-payment of interest payments, and a 100% allowance totaling $117,529 for bad debt has been recorded for both principal and accrued interest at September 30, 2016 and December 31, 2015.	$	100,000		$	100,000
Loan agreement dated September 2014, with an affiliated company, has a principal amount of $350,000. The note accrues interest at an annual rate of 5%, and matures in December 2015. An extension to this loan was made and extended the due date to December 31, 2016. All accrued interest is payable at maturity. As of September 30, 2016 and December 31, 2015 the amount of accrued interest was $23,349 and $23,349, respectively. This loan was deemed impaired, and a 100% allowance totaling $373,349 for bad debt has been recorded for both principal and accrued interest at September 30, 2016 and December 31, 2015.		350,000			350,000
Loan agreement dated July 2015, with an affiliated company, has a principal amount of $10,000. The note accrues interest at an annual rate of 5%, and matures in December 2015. An extension to this loan was made and extended the due date to December 31, 2016. All accrued interest is payable at maturity. As of September 30, 2016 and December 31, 2015 the amount of accrued interest was $242 and $242, respectively. This loan was deemed impaired, and a 100% allowance totaling $10,242 for bad debt has been recorded for both principal and accrued interest at September 30, 2016 and December 31, 2015.		10,000			10,000
Total		460,000			460,000
Less allowance for bad debt		(460,000	)		(460,000	)
Notes receivable - related party, net	$	-		$	-

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist.

NOTE 6 –EQUIPMENT

Equipment consists of the following:

	Estimated Useful
	Estimated Useful Lives in Years				March 31, 2017				December 31, 2016
	Lives in Years		September 30, 2016				December 31, 2015
Trailer		10			$	2,800			$	2,800
Trailer	10		$	2,800			$	2,800
Less total accumulated depreciation						(1,027	)			(957	)
				2,800				2,800
Machinery and equipment, net					$	1,773			$	1,843
Less total accumulated depreciation				(887	)			(677	)
Machinery and equipment, net			$	1,913			$	2,123

Depreciation expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016 amounted to $~~210~~70 and $~~210~~70, respectively.

~~F-15~~NOTE 4 – CONVERTIBLE NOTES PAYABLE

Convertible debt consists of the following at March 31, 2017 and December 31, 2016:

	March 31, 2017		December 31, 2016

Convertible note in the principal amount of $400,000 was issued in June 2014. The note accrued interest at an annual rate of 8.0%, payable annually, with maturity in June 2017. This note was convertible into common stock at a conversion rate of $1.60 per share. Termination could occur prior to the maturity date for any reason with an early withdrawal notice one hundred days prior to the withdrawal date. If an early withdrawal does occur the principal loan amount shall be discounted by twenty percent. As of December 31, 2016, the amount of accrued interest was $32,533. On January 27, 2017, an amendment to this loan was made increasing the annual rate from 8.0% to 10.0% payable quarterly and this loan was combined with non-convertible note with principal amount of $600,000. The collateral for the non-convertible combined loan with principal amount of $1 million are Class-A Preferred Membership Interests of our subsidiary, Seasons Creek Development LLC, with conversion rate $50,000 per unit and the loan is no longer convertible into shares of Common Stock of the Company (See note 5). During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $0 and $32,444, respectively.	$	-	$	400,000
Total		-		400,000
Less Current Portion		-		(400,000	)
Convertible notes payable, long term	$	-	$	-

F-12

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, 2017 and 2016

(Unaudited)

NOTE 75 – ~~INVESTMENTS~~NOTES INPAYABLE ~~UNCONSOLIDATED INVESTEES~~

InNon-convertible ~~March~~debt ~~and~~consists ~~April~~of ~~2015,~~ the ~~Company~~following ~~made~~at ~~cash~~March ~~deposits aggregating $415~~31,~~000~~ ~~and $360~~2017,~~000,~~ ~~respectively, in three LLC that were created to acquire land, rebuild, improve~~ and ~~resell~~December ~~the properties. The Company has acquired a 5% voting interest (Class B Member) in each of these LLCs. In July and September 2015~~31, ~~the Company terminated all three agreements and the full amount of the three deposits less attorney fees was returned to the Company in September 2015.~~2016:

NOTE 8 – CONVERTIBLE NOTES PAYABLE

	March 31, 2017			December 31, 2016

Convertible note in the principal amount of $1,000,000 was issued in March 2013. On May 16, 2016, the Company repaid $400,000 and issued a restated and amended note for the remaining amount due of $600,000 as a non-convertible note. The note accrues interest at an annual rate of 10.0%, payable quarterly, and matured on June 30, 2016. As of December 31, 2016, the amount of accrued interest was $70,192 and the note was in default for non-payment of principal and interest. On January 27, 2017, an extension to this loan was made extending the maturity date to June 30, 2017 and the note was combined with previously convertible note with principal amount of $400,000 (See note 4). The collateral for the combined loan are Class-A Preferred Membership Interests of our subsidiary, Seasons Creek Development LLC, with conversion rate $50,000 per unit. As of March 31, 2017, the amount of accrued interest under combined loan was $126,844. During the three months ended March 31, 2017, the Company did not make any payments for interest. The company is in default for non-payment of the interest at March 31, 2017.	$	1,000,000		$	600,000
Total		1,000,000			600,000
Less Current Portion		(1,000,000	)		(600,000	)
Non-convertible notes payable, long term	$	-		$	-

~~Convertible~~NOTE ~~debt~~6 ~~consists~~– ofNOTES ~~the~~PAYABLE ~~following~~- atRELATED ~~September 30, 2016 and December 31, 2015:~~PARTIES

	September 30, 2016			December 31, 2015
Convertible note in the principal amount of $400,000 was issued in June 2014. The note accrues interest at an annual rate of 8.0%, payable annually, matures in June 2017, and is convertible into common stock at a conversion rate of $1.60 per share. Termination can occur prior to the maturity date for any reason with an early withdrawal notice one hundred days prior to the withdrawal date. If an early withdrawal does occur the principal loan amount shall be discounted by twenty percent. As of December 31, 2015, the amount of accrued interest was $32,444, which was paid in January 2016. As of September 30, 2016, the amount of accrued interest was $24,356. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $32,444 and $16,445, respectively.	$	400,000		$	400,000
Convertible note in the principal amount of $1,000,000 was issued in March 2013. The note accrued interest at an annual rate of 8.0%, payable annually, matured on March 31, 2016, and was convertible into common stock at a conversion rate of $1.60 per share. As of December 31, 2015, the amount of accrued interest was $80,000, which was paid in January 2016. The full amount of principal and accrued interest was due and payable within 30 days from maturity date. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $80,000 and $80,000, respectively. An extension to this loan was made extending the due date to June 30, 2016 and increasing the interest to an annual rate of 10% starting from April 1, 2016, payable at maturity. On April 29, 2016, the Company issued a warrant in consideration of the extension of the maturity date of this note and the note became a non-convertible note (see Note 15). On May 16, 2016 the Company repaid $400,000 and issued a restated and amended note for the remaining amount due of $600,000 as a non-convertible note (See Note 9). As of May 16, 2016, the amount of accrued interest was $32,548. The Company is in default for non-payment of the interest.		-			1,000,000
Total		400,000			1,400,000
Less Current Portion		(400,000	)		(1,400,000	)
Convertible notes payable, long term	$	-		$	-

Notes payable with related parties consists of the following at March 31, 2017 and December 31, 2016:

F-16

	March 31, 2017		December 31, 2015
On February 22, 2016, the Company received $10,000 for note payable issued from an affiliated company. The note accrues interest at an annual rate of 5.0%, payable quarterly, and matures on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $249 and $126, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $0 and $0, respectively.	$	10,000	$	10,000

In February, March, April, May and June, 2016, the Company received an aggregate principal amount of $100,000 for notes payable issued from the Company’s founder. The notes accrue interest at an annual rate of 5.0%, payable quarterly, and mature on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $2,493 and $1,260, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $0 and $0, respectively.		100,000		100,000

F-13

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, 2017 and 2016

(Unaudited)

NOTE 9 – NOTES PAYABLE

On June 30, 2016, the Company received $50,000 for note payable issued from the Company’s founder. The note accrues interest at an annual rate of 8.0%, payable quarterly, and matures on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $1,994 and $1,008, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $0 and $0, respectively.	50,000	50,000

In July 2016, the Company received an aggregate principal amount of $75,000 for note payable issued from the Company’s founder. The notes accrue interest at an annual rate of 8.0%, payable quarterly, and mature on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $1,479 and $1,512, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $1,512 and $0, respectively.	75,000	75,000

In August 2016, the Company received an aggregate principal amount of $52,000 for note payable issued from the Company’s founder. The note accrues interest at an annual rate of 12.5%, payable monthly, and matures on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $1,051 and $534, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $1,086 and $0, respectively.	52,000	52,000

In August 2016, the Company received an aggregate principal amount of $5,000 for note payable issued from an affiliated company. The note accrues interest at an annual rate of 12.5%, payable quarterly, and matures on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $154 and $158, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $158 and $0, respectively.	5,000	5,000

In September 2016, the Company received an aggregate principal amount of $50,000 for note payable issued from the Company’s founder. The notes accrue interest at an annual rate of 12.5%, payable quarterly, and mature on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $3,116 and $1,575, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $0 and $0, respectively.	50,000	50,000

In October 2016, the Company received a principal amount of $5,000 for note payable issued from the Company’s founder. The note accrues interest at an annual rate of 12.5%, payable quarterly, and matures on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $154 and $139, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $139 and $0, respectively.	5,000	5,000

~~Non~~F-~~convertible debt consists of the following at September 30, 2016, and December 31, 2015:~~14

	September 30, 2016			December 31, 2015
Note in the principal amount of $600,000 was issued on May 16, 2016. The note accrues interest at an annual rate of 10.0%, payable quarterly, and matured on June 30, 2016. As of September 30, 2016, the amount of accrued interest was $22,520. This note is in default for non-payment of principal and interest as of September 30, 2016.		600,000			-
Total		600,000			-
Less Current Portion		(600,000	)		-
Convertible notes payable, long term	$	-		$	-

NOTE 10 – NOTES PAYABLE - RELATED PARTIES

Notes payable with related parties consists of the following at September 30, 2016 and December 31, 2015:

	September 30, 2016		December 31, 2015
In February, April, and June, 2016, the Company received notes payable with an aggregate principal amount of $100,000 issued from an affiliated company. The notes accrued interest at an annual rate of 5.0%, payable quarterly, and were to mature on December 31, 2017. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $1,260 and $0, respectively. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $858 and $0, respectively. On September 30, 2016, a principal amount of $100,000 was repaid by the Company by assignment of notes receivable due to the Company with principal amount of $100,000 in non-cash transaction (See Note 4).	$	-	$	-
On February 22, 2016, the Company received $10,000 for note payable issued from an affiliated company. The note accrues interest at an annual rate of 5.0%, payable quarterly, and matures on December 31, 2017. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $126 and $0, respectively. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $178 and $0, respectively		10,000		-
In February, March, April, May and June, 2016, the Company received an aggregate principal amount of $100,000 for notes payable issued from the Company’s founder. The notes accrue interest at an annual rate of 5.0%, payable quarterly, and mature on December 31, 2017. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $1,260 and $0, respectively. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $931 and $0, respectively.		100,000		-

F-17

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, 2017 and 2016

(Unaudited)

On June 30, 2016, the Company received $50,000 for note payable issued from the Company’s founder. The note accrues interest at an annual rate of 8.0%, payable quarterly, and matures on December 31, 2017. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $1,008 and $0, respectively. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $11 and $0, respectively.		50,000			-
In November 2016, the Company received an aggregate principal amount of $20,000 for notes payable issued from an affiliated company. The notes accrue interest at an annual rate of 5.0%, payable quarterly, and mature on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $247 and $156, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $156 and $0, respectively.		20,000			20,000
In July, 2016, the Company received an aggregate principal amount of $25,000 for notes payable issued from an affiliated company. The note accrues interest at an annual rate of 8.0%, payable quarterly, and matures on December 31, 2017. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $ 444 and $0, respectively. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $0 and $0, respectively. On September 30, 2016, a principal amount of $25,000 was repaid by the Company by assignment of notes receivable due to the Company with principal amount of $25,000 in non-cash transaction (See Note 4).		-			-
In November 2016, the Company received a principal amount of $5,000 for note payable issued from the Company’s founder. The note accrues interest at an annual rate of 12%, payable quarterly, and matures on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $148 and $64, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $0 and $0, respectively.		5,000			5,000
In July, 2016, the Company received an aggregate principal amount of $75,000 for note payable issued from the Company’s founder. The notes accrue interest at an annual rate of 8.0%, payable quarterly, and mature on December 31, 2017. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $1,121 and $0, respectively. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $0 and $0, respectively.		75,000			-
In November 2016, the Company received a principal amount of $5,000 for note payable issued from the Company’s founder. The note accrues interest at an annual rate of 12%, payable quarterly, and matures on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $148 and $61, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $61 and $0, respectively.		5,000			5,000
In December 2016, the Company received an aggregate principal amount of $55,000 for notes payable issued from an affiliated company. The notes accrue interest at an annual rate of 12.0%, payable quarterly, and mature on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $1,627 and $278, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $278 and $0, respectively.		55,000			55,000
In January, February and March 2017, the Company received an aggregate principal amount of $140,000 for notes payable issued from the Company’s founder. The notes accrue interest at an annual rate of 12%, payable quarterly, and mature on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $2,382 and $0, respectively. During the three months ended March 31, 2017 and 2016, the Company did not make any payments for interest, respectively.		140,000			-
In January, February and March 2017, the Company received an aggregate principal amount of $85,000 for notes payable issued from an affiliated company. The notes accrue interest at an annual rate of 12.0%, payable quarterly, and mature on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $1,746 and $0, respectively. During the three months ended March 31, 2017 and 2016, the Company did not make any payments for interest, respectively.		85,000			-
Total		657,000			432,000
Less Current Portion		(657,000	)		(432,000	)
Notes payable - related party, long term	$	-		$	-

F-1815

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, 2017 and 2016

(Unaudited)

In August, 2016, the Company received an aggregate principal amount of $52,000 for note payable issued from the Company’s founder. The note accrues interest at an annual rate of 12.5%, payable monthly, and matures on December 31, 2017. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $534 and $0, respectively. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $0 and $0, respectively.		52,000		-
In August and September, 2016, the Company received an aggregate principal amount of $80,000 for notes payable issued from an affiliated company. The note accrues interest at an annual rate of 8.0%, payable quarterly, and matures on December 31, 2017. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $1,146 and $0, respectively. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $0 and $0, respectively. On September 30, 2016, a principal amount of $75,000 was repaid by the Company by assignment of notes receivable due to the Company with principal amount of $75,000 in non-cash transaction (See Note 4).		5,000		-
In September, 2016, the Company received an aggregate principal amount of $50,000 for note payable issued from the Company’s founder. The notes accrue interest at an annual rate of 12.5%, payable quarterly, and mature on December 31, 2017. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $205 and $0, respectively. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $0 and $0, respectively.		50,000		-
Total		342,000		-
Less Current Portion		-		-
Notes payable - related party, long term	$	342,000	$	-

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist.

~~Transactions~~NOTE ~~involving~~7 ~~related~~–ACCRUED ~~parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist.~~EXPENSES

~~NOTE~~At 11March ~~–ACCRUED~~31, ~~EXPENSES~~2017 and December 31, 2016, accrued expenses consisted of the following:

At September 30, 2016 and December 31, 2015, accrued expenses consisted of the following:

	March 31, 2017		December 31, 2016
Accrued payroll	$	21,630	$	11,326
Payroll taxes payable		12,429		62,338
Reimbursement due to employee		208		-
Total	$	34,267	$	73,664

	September 30, 2016		December 31, 2015
Accrued payroll	$	20,827	$	5,200
Accrued payroll taxes		20,250		8,300
Accrued property taxes		-		2,319
Total	$	41,077	$	15,819

NOTE 8 – RELATED PARTY TRANSACTIONS

NOTE 12 – DUE FROM AFFILIATES

At September 30, 2016 and December 31, 2015, Due from Affiliates, which are in the form of a receivable, have no formal terms and are payable on demand, consisted of the following:

	September 30, 2016		December 31, 2015
Officer	$	-	$	507
Total	$	-	$	507

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist.

F-19

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

NOTE 13 – RELATED PARTY TRANSACTIONS

Due from affiliates

Loan agreement dated October 2013, with a principal amount of $100,000 was assigned to the Company in October 2013. The note accrues interest at an annual rate of 14.0%, payable quarterly, and matures in October 2015. An extension to this loan was made and extended the due date to December 31, 2016. The company has a right to early withdrawal with a 90-day notice prior to the withdrawal. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $17,529 and $17,529, respectively. This loan is in default for non-payment of interest, and a 100% allowance totaling $117,529 for bad debt has been recorded for both principal and accrued interest at September 30, 2016 and December 31, 2015 (see Note 5).

Loan agreement dated September 2014, with an affiliated company, has a principal amount of $350,000. The note accrues interest at an annual rate of 5%, and matures in December 2015. An extension to this loan was made and extended the due date to December 31, 2016. All accrued interest is payable at maturity. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $23,349 and $23,349, respectively (see Note 5). This loan was deemed impaired, and a 100% allowance totaling $373,349 for bad debt has been recorded for both principal and accrued interest at September 30, 2016 and December 31, 2015.

Loan agreement dated July 2015, with an affiliated company, has a principal amount of $10,000. The note accrues interest at an annual rate of 5%, and matures in December 2015. An extension to this loan was made and extended the due date to December 31, 2016. All accrued interest is payable at maturity. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $242 and $242, respectively (see Note 5). This loan was deemed impaired, and a 100% allowance totaling $10,242 for bad debt has been recorded for both principal and accrued interest at September 30, 2016 and December 31, 2015.

As of September 30, 2016 and December 31, 2015, the Company had receivables from its related parties, $0 and $507, respectively, for payments made on behalf of those related parties and has been included in Due from affiliate on the accompanying balance sheets (see Note 11).

Due to affiliates

In On February, ~~April~~22, ~~and June,~~ 2016, the Company received ~~notes payable with an aggregate principal amount of~~ $~~100~~10,000 for note payable issued from an affiliated company. The ~~notes~~note ~~accrued~~accrues interest at an annual rate of 5.0%, payable quarterly, and ~~were~~matures ~~to mature~~ on December 31, 2017. As of ~~September~~March 3031, ~~2016~~2017, and December 31, ~~2015~~ 2016, the amount of accrued interest was $~~1,260~~249 and $0126, respectively. During the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, the Company made payments for interest totaling $~~858~~0 and $0, respectively. ~~On September 30, 2016, a principal amount of $100,000 was repaid by the Company by assignment of notes receivable due to the Company with principal amount of $100,000 in non-cash transaction~~ (see Note ~~4 and Note 10~~6).

OnIn February, 22March, April, May, and June, 2016, the Company received an aggregate principal amount of $10100,000 for ~~note~~notes payable issued from anthe ~~affiliated~~Company’s ~~company~~founder. The ~~note~~notes ~~accrues~~accrue interest at an annual rate of 5.0%, payable quarterly, and ~~matures~~mature on December 31, 2017. As of ~~September~~March 3031, ~~2016~~2017, and December 31, ~~2015~~2016, the amount of accrued interest was $~~126~~2,493 and $01,260, respectively. During the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, the Company made payments for interest totaling $~~178~~0 and $0, respectively (see Note 106).

InOn ~~February,~~June ~~March~~30, ~~April, May and June,~~ 2016, the Company received ~~an aggregate principal amount of~~ $~~100~~50,000 for ~~notes~~note payable issued from the Company’s founder. The ~~notes~~note ~~accrue~~accrues interest at an annual rate of 58.0%, payable quarterly, and ~~mature~~matures on December 31, 2017. As of ~~September~~March 3031, ~~2016~~2017, and December 31, ~~2015~~2016, the amount of accrued interest was $1,~~260~~994 and $01,008, respectively. During the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, the Company made payments for interest totaling $~~931~~0 and $0, respectively (see Note 106).

~~F-20~~In July 2016, the Company received an aggregate principal amount of $75,000 for note payable issued from the Company’s founder. The notes accrue interest at an annual rate of 8.0%, payable quarterly, and mature on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $1,479 and $1,512, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $1,512 and $0, respectively (see Note 6).

In August 2016, the Company received an aggregate principal amount of $52,000 for note payable issued from the Company’s founder. The note accrues interest at an annual rate of 12.5%, payable monthly, and matures on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $1,051 and $534, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $1,086 and $0, respectively (see Note 6).

In August 2016, the Company received an aggregate principal amount of $5,000 for note payable issued from an affiliated company. The note accrues interest at an annual rate of 12.5%, payable quarterly, and matures on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $154 and $158, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $158 and $0, respectively (see Note 6).

F-16

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, 2017 and 2016

(Unaudited)

OnIn ~~June~~September ~~30,~~ 2016, the Company received an aggregate principal amount of $50,000 for note payable issued from the Company’s founder. The ~~note~~notes ~~accrues~~accrue interest at an annual rate of 812.05%, payable quarterly, and ~~matures~~mature on December 31, 2017. As of ~~September~~March 31, 302017, ~~2016~~ and December 31, ~~2015~~2016, the amount of accrued interest was $13,~~008~~116 and $01,575, respectively. During the ~~nine~~three months ended March ~~September 30~~31, ~~2016~~2017 and ~~2015~~2016, the Company made payments for interest totaling $110 and $0, respectively (see Note 106).

In October ~~July and August,~~ 2016, the Company received an ~~aggregate~~a principal amount of $255,000 for ~~notes~~note payable issued from anthe ~~affiliated~~Company’s ~~company~~founder. The note accrues interest at an annual rate of 812.05%, payable quarterly, and matures on December 31, 2017. As of ~~September~~March 3031, ~~2016~~2017, and December 31, ~~2015~~2016, the amount of accrued interest was $154 ~~444~~ and $0139, respectively. During the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~ 2017 and ~~2015~~2016, the Company made payments for interest totaling $0139 and $0, respectively. ~~On September 30, 2016, a principal amount of $25,000 was repaid by the Company by assignment of notes receivable due to the Company with principal amount of $25,000 in non-cash transaction~~ (see ~~Note~~ ~~4 and~~ Note 106).

In ~~July,~~November 2016, the Company received an aggregate principal amount of $7520,000 for ~~note~~notes payable issued from ~~the~~an ~~Company’s~~affiliated ~~founder~~company. The notes accrue interest at an annual rate of 85.0%, payable quarterly, and mature on December 31, 2017. As of ~~September~~March 3031, ~~2016~~2017, and December 31, ~~2015~~2016, the amount of accrued interest was $~~1,121~~247 and $0156, respectively. During the ~~nine~~three months ended ~~September 30~~March 31, 2017 ~~2016~~ and ~~2015~~2016, the Company made payments for interest totaling $0156 and $0, respectively (see Note 106).

In ~~August,~~November 2016, the Company received ana ~~aggregate~~ principal amount of $525,000 for note payable issued from the Company’s founder. ~~The~~ The note accrues interest at an annual rate of 12.5%, payable ~~monthly~~quarterly, and matures on December 31, 2017. As of ~~September~~March 3031, ~~2016 and~~2017, and December 31, ~~2015~~2016, the amount of accrued interest was $~~534~~148 and $064, respectively. During the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~ 2017 and ~~2015~~2016, the Company made payments for interest totaling $0 and $0, respectively (see Note 106).

In November ~~August and September,~~ 2016, the Company received ana ~~aggregate~~ principal amount of $805,000 for ~~notes~~note payable issued from anthe ~~affiliated~~Company’s ~~company~~founder. The note accrues interest at an annual rate of ~~8.0~~12%, payable quarterly, and matures on December 31, 2017. As of ~~September~~March 3031, ~~2016~~2017, and December 31, ~~2015~~2016, the amount of accrued interest was $~~1,146~~148 and $061, respectively. During the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~ 2017 and ~~2015~~2016, the Company made payments for interest totaling $061 and $0, respectively. ~~On September 30, 2016, a principal amount of $75,000 was repaid by the Company by assignment of notes receivable due to the Company with principal amount of $75,000 in non-cash transaction~~ (see Note ~~4 and Note 10~~6).

In ~~September,~~December 2016, the Company received an aggregate principal amount of $5055,000 for ~~note~~notes payable issued from ~~the~~an ~~Company’s founder.~~affiliated company. The notes accrue interest at an annual rate of 12.50%, payable quarterly, and mature on December 31, 2017. As of ~~September 30~~March 31, ~~2016~~ 2017, and December 31, ~~2015~~2016, the amount of accrued interest was $~~205~~1,627 and $0278, respectively. During the ~~nine~~three months ended ~~September 30~~March 31, 2017 ~~2016~~ and ~~2015~~2016, the Company made payments for interest totaling $0278 and $0, respectively (see Note 106).

~~On June 30~~In January, ~~2016~~February ~~one~~and ofMarch ~~the~~2017, ~~Founders of~~ the ~~Company,~~ ~~FVZ LLC, Florida Limited Liability~~ Company ~~declared~~received aan ~~desire~~aggregate toprincipal ~~exit~~amount ~~the beneficial ownership~~ of ~~the~~$140,000 ~~Series-X~~for ~~shares of~~notes ~~Common~~payable ~~Stock~~issued ~~due to unexpected health matters and~~ from the Company’s ~~granted~~founder. ~~the~~The ~~Founder~~notes ~~the~~accrue ~~right~~interest toat ~~Exit.~~an Asannual anrate ~~Exit~~of ~~consideration~~12%, ~~the~~ ~~Company~~payable ~~agreed to repurchase 1~~quarterly,~~600,000~~ ~~Series-X~~and ~~Shares~~mature ~~from~~on ~~the~~December ~~Founder~~31, 2017. atAs ~~the price~~ of ~~$0.05625~~March ~~per~~31, ~~Share~~2017, orand ~~total~~December ~~aggregate purchase~~31, ~~price of $90~~2016,~~000~~ ~~with~~ the ~~right~~amount ~~to deduct $34,826 for reimbursement~~ of ~~attorney~~accrued ~~fees~~interest ~~paid~~was by$2,382 ~~the Company in regard to Thriving Investments LLC vs. FVZ LLC~~ and ~~Helpful Capital Group LLC related to the~~ $~~330~~0,~~000~~ ~~note~~respectively. ~~secured~~During ~~by mortgage located at~~the ~~111~~three NEmonths 43ended ~~St.,~~March ~~Miami~~31, FL2017 ~~33015.~~and ~~The Founder maintains its 400~~2016,~~296~~ ~~Common Stock shares in~~ the Company. Ondid ~~July~~not 1,make ~~2016, the~~any ~~Company~~payments ~~paid~~for ~~FVZ LLC $55~~interest,~~174~~ respectively (see Note 156). ~~On June 30, 2016, the Company retired the 1,600,000 Series X shares of Common Stock.~~

~~F-21~~In January, February and March 2017, the Company received an aggregate principal amount of $85,000 for notes payable issued from an affiliated company. The notes accrue interest at an annual rate of 12.0%, payable quarterly, and mature on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $1,746 and $0, respectively. During the three months ended March 31, 2017 and 2016, the Company did not make any payments for interest, respectively (see Note 6).

F-17

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, 2017 and 2016

(Unaudited)

~~Transactions~~In ~~involving~~December ~~related~~2016 ~~parties~~and ~~cannot~~March be2017, ~~presumed~~the toCompany bereceived ~~carried~~deposits ~~out~~for oncustom anhome ~~arm’s-length~~plan ~~basis,~~designs asand ~~the~~home ~~requisite~~kits ~~conditions~~in amount of $4,000 and ~~competitive~~$5,420, ~~free-market~~respectively, ~~dealings~~the ~~may~~total ~~not~~of ~~exist~~$9,420, from an affiliated company.

~~NOTE~~Transactions 14involving –related ~~CONCENTRATIONS~~parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist.

NOTE 9 – CONCENTRATIONS

Concentration of credit risk

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through ~~September~~March 3031, ~~2016~~2017. There was no$22,935 and $152,409 excess of FDIC insured levels as of ~~September 30~~March 31, ~~2016~~2017, and December 31, ~~2015~~2016, respectively.

Credit risk with notes receivable

We are generally exposed to the risk that third parties that owe us money, securities or other assets do not meet their performance obligations due to bankruptcy, lack of liquidity, operational failure or other reasons.

Declines in the real estate market or sustained economic downturns may cause us to write down the value of some of our loans or foreclose on certain real estate properties. Credit quality generally may also be affected by adverse changes in the financial performance or condition of our debtors or deterioration in the strength of the U.S. economy.

Customers

~~Two~~The ~~customers~~company ~~accounted~~had ~~for~~no ~~10%~~revenues orduring ~~more of~~ the ~~Company’s~~three ~~revenue,~~months ~~totaling~~ended ~~98.9%~~March 31, 2017 and ~~three~~two customers accounted for 10% or more of the Company’s revenue, totaling 66100.20%, during the ~~nine~~three months ended ~~September~~March 3031, 2016 ~~and 2015, respectively~~.

	Nine Months Ended September 30, 2016			Nine Months Ended September 30, 2015
	Three Months Ended March 31, 2017			Three Months Ended March 31, 2016
Customer 1		~~85.8~~-	%		2680.73	%
Customer 2		~~13.1~~-	%		1819.17	%
Customer 3		-			21.4	%
		-			100.0	%
		98.9	%		66.2	%

Suppliers

No supplier accounted for 10% or more of the Company’s purchase during the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, respectively.

FNOTE 10 – NON-22CONTROLLING INTEREST

On October 19, 2016, our subsidiary, Seasons Creek Development LLC issued 33% ownership structured in the form of 10 units of Class-B Preferred Share LLC Membership Interests bearing 14.0% annual yield and the right for Class-B Preferred Profit Share of 30%. Both, the Class-B Preferred Yield and the Class-B Preferred Profit Share are payable to Class-B LLC Member upon completion of the Seasons Creek project or as declared by our Board of Directors for $50,000 per unit or aggregate $500,000 for 10 units. In November 2016, as a result from this sale, our ownership in Seasons Creek Development LLC was diluted from 100% to 67% and structured in the form of 20 Units of Class-A Preferred Share LLC Membership Interests bearing 14.0% annual yield and Class-A Preferred Profit Share of 30%, both payable to us upon completion of the Seasons Creek project or as declared by our Board of Directors and 1 Unit Common Share LLC Membership Interests. The sale of the non-controlling interest was accounted for under ASC 810-10-45, which requires the Company to account for proceeds in excess of the carrying amount as an adjustment to additional paid-in capital. The Company recorded $410,000 increase in Additional Paid-in Capital. Furthermore, upon completion of this sale, we have entered the Amended and Restated Exclusive Construction Management Agreement with new member of Seasons Creek Development LLC entitling us to approximately $1.75 million in construction management fees payable to us upon completion of the Seasons Creek project.

F-18

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, 2017 and 2016

(Unaudited)

~~note~~On 15January –30, ~~STOCKHOLDERs’~~2017, ~~EQUITY~~Seasons ~~(DEFICIT)~~Creek Development LLC acquired 1,100 Class A Preferred LLC Membership Interests in 5210 W Shore Drive LLC, a Virginia limited liability company for $110,000, which were used to purchase an individual building lot located at 5210 West Shore Road, Midlothian, Virginia 23112. On February 6, 2017, 5210 W Shore Drive LLC issued 1,100 Class A Preferred LLC Membership Interests to Seasons Creek Development LLC. The closing for the purchase of lot was held on January 31, 2017. The lot was purchased from a non-affiliated seller. The 1,100 Class A Preferred LLC Membership Interests bear 14.0% Class A Preferred annual yield and are redeemable at any time. As of March 31, 2017, Seasons Creek Development LLC owns 97.5% of the outstanding equity securities of 5210 W Shore Drive LLC. The remaining 2.5% are owned jointly by Gurin Group LLC, which is operated by our officer and director, Mr. Sergey Gurin, Ms. Tatyana Gurina, daughter of our officer and director Mr. Sergey Gurin, and by Ms. Ganna Mikheleva, one of our employees, all of whom invested an aggregate amount of $8,100 into 5210 W Shore Drive LLC.

OnAs of ~~July~~March 131, ~~2014,~~2017 ~~the~~and ~~Company~~December ~~amended the~~31, ~~Articles~~2016, ofour ~~Incorporation~~consolidated tobalance ~~decrease~~sheets ~~the~~reflected total ~~authorized~~non-controlling ~~shares~~interests ~~from~~of ~~2.5~~$39,660 and ~~billion~~$39,907, torespectively, ~~250~~which ~~million~~represent ~~and~~the ~~increased~~equity ~~the~~portion ~~par~~of ~~value from~~our ~~$0.0001~~subsidiary toheld ~~$0.001.~~by ~~The~~non-controlling ~~amended~~investors ~~authorized~~in ~~shares~~Seasons ~~consist~~Creek Development ofLLC ~~10,000,000~~and ~~preferred~~5210 ~~shares,~~W 40Shore Drive LLC,~~000,000 Series-X~~ ~~common~~which ~~shares~~is ~~and~~subsidiary ~~200,000,000~~of ~~common~~Seasons ~~shares~~Creek Development LLC.

note 11 – STOCKHOLDERs’ EQUITY (DEFICIT)

On July 1, 2014 the Company amended the Articles of Incorporation to decrease the total authorized shares from 2.5 billion to 250 million and increased the par value from $0.0001 to $0.001. The amended authorized shares consist of 10,000,000 preferred shares, 40,000,000 Series-X common shares and 200,000,000 common shares.

Preferred Stock

The Company is authorized to issue 10,000,000 shares of its $0.001 par value preferred stock in one or more series with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of ~~September~~March 3031, ~~2016~~ 2017 and December 31, ~~2015~~2016, no preferred shares were issued and outstanding.

Series-X Common Stock

The Company is authorized to issue 40,000,000 shares of its $0.001 par value Series-X common stock. The shares of Series-X common stock have no voting rights, no dividend rights, no liquidation rights, and no registration rights. Each one share of Series-X common stock may be converted into one share of fully paid Common stock, from time to time, as permitted by the Company’s Board of Directors. As of ~~September~~March 3031, ~~2016~~2017 and December 31, ~~2015~~2016, 6,606,250 ~~and 8,206,250~~ shares of Series-X common stock were issued and outstanding, respectively.

On March 31, 2015, the Company issued 206,250 Series-X common shares to a note-holder for the conversion of his $330,000 note. This stock can be converted to common stock as follows:

● With respect to 20% of the Shares, on the date when the Company’'s Board of Directors announces its decision to undertake an initial public offering of any of the Company’'s securities; ● With respect to the additional 25% of such shares, on the date when the price per common share of the Company on public market exceeds $5.00 for any 20 consecutive trading days; ● With respect to the next additional 25% of such shares on the date when the price per common share of the Company on public market exceeds $7.00 for any 20 consecutive trading days; ● With respect to the remaining 30% of such shares, on the date when the price per common share of the Company on public market exceeds $10.00 for any 20 consecutive trading days;

Or earlier, if the Company engages in a transaction (1) resulting in its shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of our board of directors or management team in which the company is the surviving entity.F-19

On June 30, 2016 one of the Founders of the Company, FVZ LLC, Florida Limited Liability Company declared a desire to exit the beneficial ownership of the Series-X shares of Common Stock due to unexpected health matters and the Company granted the Founder the right to Exit (see Note 15). As an Exit consideration, the Company agreed to repurchase 1,600,000 Series-X Shares from the Founder at the price of $0.05625 per Share or total aggregate purchase price of $90,000 with the right to deduct $34,826 for reimbursement of attorney fees paid by the Company in regard to Thriving Investments LLC vs. FVZ LLC and Helpful Capital Group LLC related to the $330,000 note secured by mortgage located at 111 NE 43 St., Miami, FL 33015. The Founder maintains its 400,296 Common Stock shares in the Company. On July 1, 2016, the Company paid FVZ LLC $55,174 (see Note 13). On June 30, 2016, the Company retired the 1,600,000 Series X shares of Common Stock.

F-23

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, 2017 and 2016

(Unaudited)

Common Stock

The Company is authorized to issue 200,000,000 shares of its $0.001 par value common stock. As of ~~September~~March 3031, ~~2016~~2017 and December 31, ~~2015~~ 2016, 2,100,000 shares of common stock were issued and outstanding, respectively.

Warrants for Common Stock

On April 15, 2015, the Company received $100,000 for warrants sold on April 10, 2015 from a related Company, AssetsTZ Holdings LLC, exercisable to purchase up to an aggregate of 2,000,000 shares of common stock with an exercise price of $1.60 per warrant, exercisable from December 31, 2016 to December 31, 2019. As long as the investor owns 5% of the outstanding shares of voting stock in the company, he is eligible to nominate a representative to the Company’s Board of Directors. This agreement also contains registration rights.

On April 29, 2016, the Company issued a warrant in consideration of the extension of the maturity date of convertible note payable with principal amount of $1,000,000 to June 30, 2016, to purchase up to an aggregate of 625,000 shares of Common stock of the Corporation, at an exercise price of $1.60 per share of Common Stock, exercisable in full or in part at any time vesting from January 1, 2018 and expiring on December 31, 2028. As long as the investor owns 5% of the outstanding shares of voting stock in the company, he is eligible to nominate a representative to the Company’s Board of Directors. This agreement also contains registration rights. This warrant was valued using the Black-Scholes model using a volatility of 87.85% (derived using the average volatility of three similar public companies), an expected term of 1.7 years and a discount rate of 0.77%. The fair value of the warrant of $434,182 was treated as a debt discount on the note payable. The debt discount was amortized over the life of the note, which was due on June 30, 2016 and amortization of debt discount expense of $434,182 was recorded for the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2016.

Restricted Stock Option

In April 2015, a Director was granted 432,000 restricted shares of the Company’s Series-X Common stock options. The option shall be valid for as long as the Director remains rendering services to, or otherwise engaged with, the Company, and expires on December 31, 2019. The restricted stock options shall become vested in the following amount(s) at the following times, and upon the following conditions, provided that the service of the Director continues through and on the applicable Vesting Date:

Number of Shares of Restricted Stock		Vesting Event
43,200 Restricted Series X common shares		Date on which the Company’s common stock is registered by the U.S. Securities and Exchange Commission (the “SEC”) as evidenced by the Notice of Effectiveness issued by the SEC in response to filing by the Company of a registration statement for its securities.
86,400 Restricted Series X common shares		When the closing price of the Company’s common stock trading on public over the counter market exceeds $5.00 per share for any 20 trading days within a 30-trading day period.
Additional 86,400 Restricted Series X common shares		When the closing price of the Company’s common stock trading on public over the counter market exceeds $7.00 per share for any 20 trading days within a 30-trading day period.
108,000 Restricted Series X common shares		When the closing price of the Company’s common stock trading on public over the counter market exceeds $10.00 per share for any 20 trading days within a 30-trading day period.
Additional 108,000 Restricted Series X common shares		When the closing price of the Company’s common stock trading on public over the counter market exceeds $12.00 per share for any 20 trading days within a 30-trading day period, or earlier, if the Company engages in a transaction (1) resulting in our shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of board of directors in which the company is the surviving entity.

F-2420

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, 2017 and 2016

(Unaudited)

Additional 86,400 Restricted Series X common shares		When the closing price of the Company’s common stock trading on public over the counter market exceeds $7.00 per share for any 20 trading days within a 30-trading day period.
108,000 Restricted Series X common shares		When the closing price of the Company’s common stock trading on public over the counter market exceeds $10.00 per share for any 20 trading days within a 30-trading day period.
Additional 108,000 Restricted Series X common shares		When the closing price of the Company’s common stock trading on public over the counter market exceeds $12.00 per share for any 20 trading days within a 30-trading day period, or earlier, if the Company engages in a transaction (1) resulting in our shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of board of directors in which the company is the surviving entity.

This stock option was valued using the Black-Scholes model using a volatility of 72.47% (derived using the average volatility of three similar public companies), an expected term of 4.7 years and a discount rate of 1.33%. The value of the stock option, $532 will be recognized as expense over the period required to meet the performance criteria which is estimated to be approximately five years.

This stock option was valued using the Black-Scholes model using a volatility of 74.57% (derived using the average volatility of three similar public companies), an expected term of 4.7 years and a discount rate of 1.33%. The value of the stock option, $595 will be recognized as expense over the period required to meet the performance criteria which is estimated to be approximately five years.

In December 2015, three employees and the Company’s counsel were each granted 250,000 options to purchase restricted shares of the Company’s Series-X Common Stock options or an aggregate amount of 1 million restricted shares. The option shall be valid for as long as the Optionee remains rendering services to or otherwise engaged with the Company, and expires on December 31, 2021.

The shares of Restricted Stock shall become vested in the following amount(s) at the following times, and upon the following conditions, provided that the Continuous Service of the Recipient continues through and on the applicable Vesting Date:

Number of Shares of Restricted Stock		Vesting Event

500,000 shares of Restricted Stock		December 1, 2016
500,000 shares of Restricted Stock		December 1, 2017

This stock option was valued using the Black-Scholes model using a volatility of 7497.5736% (derived using the average volatility of three similar public companies), an expected term of 6.1 years and a discount rate of 1.59%. The value of the stock option for each of the three employees and the Company’s counsel, $2,~~478~~481, will be recognized as expense over the period required to meet the performance criteria which is estimated to be approximately six years.

~~F-25~~Stock compensation expense of aggregate $424, and $288 was recorded for the three months ended March 31, 2017 and 2016, respectively.

F-21

HELPFUL ALLIANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September 30~~March 31, 2017 and 2016

(Unaudited)

~~Stock~~A ~~compensation~~summary ~~expense~~ of ~~aggregate~~option ~~$1,233~~activity ~~and~~under ~~$46~~the ~~was~~Company’s ~~recorded~~stock plan for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 ~~and~~is ~~2015,~~presented ~~respectively.~~below:

NOTE 16 – COMMITMENTS AND CONTINGENCIES

Option Activity	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2016		1,432,000	$	0.11		4.4 years		-
Granted		-	$	-
Exercised		-	$	-
Forfeited or Expired		-	$	-
Outstanding at March 31, 2017		1,432,000	$	0.11		4.1 years	$	-
Exercisable at March 31, 2017		543,200	$	0.11		4.1 years	$	-

OnThe aggregate ~~July~~intrinsic 1,value ~~2015,~~in the ~~Company~~table ~~executed an~~above ~~assignment~~is ofbefore ~~the~~applicable ~~sublease~~income ~~for~~taxes ~~the~~and ~~offices~~represents atthe ~~Deerfield~~excess ~~Beach,~~amount ~~FL,~~over tothe aexercise price ~~non-affiliated~~optionees ~~company.~~would ~~The~~have ~~rent~~received isif ~~$1,778~~all ~~per~~options ~~month. The~~had ~~term~~been ofexercised on the ~~assigned~~last ~~lease~~business isday ~~from the date~~ of the ~~assignment~~period ~~to October, 2016~~indicated. ~~No security deposit or prepaid rent was required.~~

~~Office~~A ~~lease~~summary ~~expense~~of ~~was~~the ~~$16,033~~Company’s ~~and~~non-vested ~~$14,613~~options for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 ~~and~~is ~~2015,~~presented ~~respectively.~~below:

NOTE 17 – SUBSEQUENT EVENTS

Non-vested Options	Shares		Weighted Average Grant-Date Fair Value
Non-vested at December 31, 2016		888,800	$	0.01
Granted		-		-
Vested		-		-
Forfeited		-		-
Non-vested at March 31, 2017		888,800	$	0.01

OnThe ~~October~~weighted ~~12,~~average ~~2016,~~grant-date ~~the~~fair ~~Company~~value ~~received~~of astock ~~principal~~options ~~amount~~granted ofduring $5three months ended March 31,~~000~~ ~~for~~2017 ~~note~~and ~~payable~~fiscal ~~issued~~year ~~from~~ended December ~~the~~31, ~~Company’s~~2016 ~~founder~~$0 and $0, respectively. The ~~note~~total ~~accrues~~grant-date ~~interest~~fair atvalues anof ~~annual~~stock ~~rate~~options ofthat ~~12.5%,~~vested ~~payable~~during ~~quarterly~~the three months ended March 31, 2017 and ~~matures~~during onfiscal ~~December~~year 312016 were $0 and $5,432, ~~2017~~respectively.

OnNOTE ~~October~~12 ~~18,~~– ~~2016,~~COMMITMENTS ~~the~~AND ~~Company received a principal amount of $18,000 for note payable. The note accrues interest at an annual rate of 5%, payable at maturity, and matures on November 17, 2016.~~CONTINGENCIES

On November ~~October 19~~1, 2016, ~~our subsidiary, Seasons Creek Development LLC issued 33% ownership structured in~~ the ~~form~~Company ofexecuted 10a ~~units~~lease offor ~~Class-B Preferred Share LLC Membership Interests bearing 14.0% annual yield and~~ the ~~right~~offices ~~for~~at ~~Class-B~~Deerfield ~~Preferred~~Beach, ~~Profit Share of 30%. Both~~FL, ~~the~~from ~~Class-B~~a ~~Preferred Yield and the Class~~non-Baffiliated ~~Preferred~~company. ~~Profit~~The ~~Share are payable to Class-B LLC Member upon completion of the Seasons Creek project or as declared by~~rent ~~our~~is ~~Board of Directors for~~ $502,~~000~~602 per ~~unit or aggregate $500,000 for 10 units~~month. ToThe ~~the~~term ~~date~~ of ~~this~~the ~~report~~lease weis ~~have~~two ~~received~~years ~~funds in~~from ~~amount~~November ~~of $250~~1,~~000~~ ~~that~~2016 ~~is equal~~ to ~~the~~October, ~~purchase of 5 units~~2018. AsA asecurity ~~result~~deposit ~~from this sale, upon receipt of funds~~ in ~~aggregate~~ amount of $~~500~~2,~~000 our ownership in Seasons Creek Development LLC will be diluted from 100% to 67% and structured in form of 20~~602 ~~Units~~was ~~of Class-A Preferred Share LLC Membership Interests bearing 14~~required.0% annual yield and Class-A Preferred Profit Share of 30%, both payable to us upon completion of the Seasons Creek project or as declared by our Board of Directors and 1 Unit Common Share LLC Membership Interests. Furthermore, upon completion of this sale, we have entered into the Amended and Restated Exclusive Construction Management Agreement with new member of Seasons Creek Development LLC entitling us to approximately $1.75 million in construction management fees payable to us upon completion of the Seasons Creek project.

~~On October 31, 2015, the Company executed~~Office ~~an office~~ lease ~~for~~expense ~~the~~was ~~offices at Deerfield Beach~~$7,900 ~~FL,~~and ~~to a non-affiliated company. The rent is~~ $25,~~602~~334 ~~per~~for ~~month. The term of~~ the ~~lease~~three ismonths ~~from~~ended ~~November~~March ~~1, 2016 to October~~ 31, ~~2018.~~2017 ~~One security deposit of $2,602~~ and ~~one month prepaid rent of $2~~2016,~~602~~ ~~was required~~respectively.

~~On November 1, 2016, the Company received~~NOTE a13 ~~principal~~– ~~amount~~SUBSEQUENT ~~of $10,000 for note payable. The note accrues interest at an annual rate of 5%, payable at quarterly, and matures on December 31, 2017.~~EVENTS

~~F-26~~On April 5, 2017, the Company received $50,000 for note payable issued from the Company's founder. The note accrues interest at an annual rate of 12.0%, payable quarterly, and matures in December 31, 2017.

~~ITEM~~On 2.April ~~MANAGEMENT’~~25, 2017, the Company received $20,000 from an affiliated company for purchase of all rights for U.S. ~~DISCUSSION~~Patent ~~AND~~Application 62/222,424 ~~ANALYSIS~~- OFBuilding ~~FINANCIAL~~block ~~CONDITION~~and ~~AND~~interlocking ~~RESULTS~~construction OFmethod ~~OPERATIONS~~filed on September 23, 2015.

On April 28, 2017, the Company received $3,000 for note payable issued from the Company's founder. The note accrues interest at an annual rate of 12.0%, payable quarterly, and matures in December 31, 2017.

F-22

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our Registration Statement on Form S-1, declared effective by the Securities and Exchange Commission on September 8, 2016. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statement. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. There is no assurance that the milestones, business plans, or contemplated future events we identify in this Quarterly Report on Form 10-Q will be achieved, or/and that we will actually be able to raise the investment proceeds as currently planned and described in this Quarterly Report on Form 10-Q, or that if we obtain such investments, we will be actually able to complete the milestones of our business plan, according to the anticipated timeframe, if at all.

Overview

WeIncorporated ~~were incorporated~~ in the state of Florida on April 11, 2012~~. Upon incorporation~~, ~~our~~we ~~founders,~~are ~~Dr.~~an ~~Temnikov,~~emerging ~~Mr.~~growth ~~Gurin~~construction ~~and~~management ~~FVZ, LLC~~company ~~(represented~~with byoperations ~~Ms.~~structured in ~~Fay~~three ~~Katz~~segments: ~~and Mr. Val Zevel~~(i), ~~have~~land ~~collectively invested $100~~development,~~000~~ in(ii) ~~capital, which was used to finance expenses associated with our organizational expenses and commencement of our~~ engineering ~~activities aimed on the technology research~~ and ~~product~~(iii) ~~development,~~construction. ~~including,~~Since ~~but~~our ~~not limited to~~inception, ~~renting~~we ahave ~~4,000~~been ~~square~~developing core ~~feet~~expertise ~~warehouse~~ in ~~Fort~~three ~~Lauderdale,~~areas: ~~Florida,~~(a) ~~in which~~engineering ~~we built, tested,~~ and ~~demolished~~producing ~~our~~pre-fabricated ~~experimental~~building ~~wall~~kits ~~structures.~~intended Asto ~~more~~enable ~~capital~~the ~~was required for a continuous research~~easy-to-build ~~and~~construction ~~testing,~~of ~~our~~new ~~initial~~properties; ~~investors~~(b) ~~have~~designing ~~provided~~master ~~approximately~~plans ~~$2.8 million in unsecured debt bearing annual interest varying between 6%~~ and ~~8%.~~developing Inland ~~effort~~for toneighborhoods ~~reduce depletion~~ of ~~principal~~the ~~capital~~next ~~resources,~~generation; weand ~~have engaged into the financial assistance~~(c) ~~activities~~learning byto ~~lending~~erect ~~money~~building inshells ~~the~~from ~~commercial~~foundation ~~loans,~~to ~~most~~roof ofswiftly ~~which~~and ~~were~~inexpensively. ~~secured~~Our bymission ~~real~~is ~~estate~~to ~~property~~build ~~collaterals~~new, ~~and used~~health-conscious, ~~interest~~tech-centric ~~income to finance our operating expenses associated with our business start~~real-~~up,~~estate ~~engineering~~properties ~~and~~at ~~market~~lower ~~research,~~cost and ~~product~~ ~~development~~at ~~stages~~superior speed.

OnTo date, ~~September~~the 8,majority ~~2016,~~ of our ~~Registration~~operations ~~Statement~~have been focused on ~~Form~~engineering ~~S-1~~activities (~~File No~~i.e., ~~333-205358)~~testing ~~was~~novel ~~declared~~building ~~effective~~materials and bydeveloping ~~the~~proprietary ~~Securities~~building methods, revising and ~~Exchange~~improving ~~Commission (~~the ~~“Registration~~development ~~Statement”).~~plan Wefor ~~registered~~our ~~15,025,658~~Seasons ~~shares~~Creek community consisting of ~~common~~approximately ~~stock~~28.8 atacres anlocated ~~offering~~in ~~price~~Chesterfield, ofVirginia, $2and ~~per~~designing ~~share, of~~our ~~which~~building 14kits),~~500,000~~ ~~are~~and ~~being~~searching ~~offered~~for byland ~~the~~suitable to ~~Company~~test inpilot ~~connection~~selected ~~with~~technologies ~~its~~and ~~initial~~building ~~public~~kits ~~offering~~in ~~and~~real ~~the~~construction ~~remaining~~projects. ~~525~~However,~~658 shares~~ ~~are~~because ~~offered~~of bysignificant ~~Selling~~time ~~Stockholders~~and capital ~~named~~constraints in ~~the~~conducting ~~Registration~~research ~~Statement.~~and Asdevelopment ofand locating land for suitable construction projects to test the ~~date~~selected construction technology, the majority of ~~this~~our ~~report,~~revenues nofrom ~~shares~~inception ~~have~~to 2016 were derived from financial assistance activities ~~been~~in ~~sold~~which ~~pursuant~~we engaged to generate sufficient working capital to fund our early stage business efforts. In 2016, we completely withdrew from the ~~Registration~~financial ~~Statement~~assistance segment and ~~there~~focused isour noefforts ~~public~~on ~~trading~~the ~~market~~engineering, ~~for~~land ~~our~~development ~~securities~~and construction activities.

~~Our~~We ~~anticipated~~are ~~products~~headquartered ~~are~~in ~~currently~~Deerfield ~~grouped~~Beach, ~~into~~Florida ~~three~~(within ~~principal~~the ~~product~~Fort ~~lines~~Lauderdale, ~~each~~FL ofmetropolitan ~~which~~area), isand ~~designed~~presently engaged in searching, purchasing, and developing raw land for building residential and commercial real estate properties in the Florida and Virginia. Upon incorporation, our founders, Dr. Temnikov, Mr. Gurin and FVZ, LLC (represented by Ms. Fay Katz and Mr. Val Zevel), collectively invested $100,000 to befinance aour ~~natural~~start-up ~~expansion~~expenses. In addition, our initial investors collectively invested approximately 2.9 ofmillion ~~the~~in ~~previously~~equity ~~planned~~and ~~product~~debt. ~~line~~In addition, Dr. Temnikov and Mr. Gurin, directly and through affiliated entities, loaned approximately $860,000 to the ~~combination~~Company, and unaffiliated third parties invested an aggregate of ~~which~~$500,000 isequity ~~designed~~capital into our subsidiary, Seasons Creek Development LLC. From inception to ~~improve~~date of this report, the ~~way~~aggregate ~~people~~amount ~~build~~of ~~properties~~$4.36 ~~and~~million was contributed to ~~organize~~our ~~their~~business ~~living~~operations inby ~~the~~our ~~21st~~founders ~~century:~~and investors.

● Wall Panels – We intend to offer our proprietary wall panels that we believe will enable concrete contractors to build monolithic walls faster and at a lesser cost. The cost advantage is mainly based upon a reduced cost of labor required to build a structure as compared with using traditional cinderblock or removable mold forms. Engineers and developmental testing indicate that our wall panels are currently applicable to build basement walls, retaining walls, or any other walls (except sea walls) up to a height of 24 feet. This line of products features utility that is new to the construction industry, and, therefore, is presently unknown to other developers and builders. As of the date of this report, we have not tested any of the wall panels in a real construction project. We are currently engaged in product development activities including, but not limited to, purchase of suitable land, acquisition of materials and supplies, and construction of an experimental property using our wall panels.

	●	Building Kits – We are designing and developing the set of engineering specifications and construction materials that we call “Building Kits.” We envision this product line to be a natural expansion of our wall panel product line, as we incorporate such wall panels into the Building Kits. At the present time, we are developing the building kits for single- and multi-family structures up to 60 feet of height. Our goal is to test the performance of certain building kits in our Seasons Creek and other near-term projects and offer first building kits for sale in year 2020.
	●	Organic Communities (TM pending registration) – We are designing new living communities that utilize our proprietary Organic Community (TM pending registration) concept that we believe will present a new perception of organized living for people to work and live in the 21st century. We envision this product line to be a natural expansion of our planned building kits product line, as we intend on developing the building kits to comprise and build properties in our Organic Community TM neighborhoods. This product line is focused on Millennials and the Generation-Z generation markets. Our goal is to test certain Organic Community TM functionality in our Seasons Creek and other near-term projects, and present a full-scale Organic Community TM neighborhood, River City Park, available for occupancy by 2030.

On September 8, 2016, our Registration Statement on Form S-1 (File No. 333-205358) was declared effective by the Securities and Exchange Commission (the “Registration Statement”). We registered 15,025,658 shares of common stock at an offering price of $2 per share, of which 14,500,000 shares, or 96.5%, were registered by the Company in connection with its initial public offering and the remaining 525,658 shares, or 3.5%, were registed on behalf of the Selling Stockholders named in the Registration Statement. As of the date of this report, no shares have been sold pursuant to the Registration Statement and there is no public trading market for our securities.

~~All~~Operating of our products are new to the construction industry, and therefore are presently unknown to other developers and builders. In effort to expedite market awareness about our wall panels, we are currently planning to offer other builders and developers the opportunity to purchase our products at discounted prices, which include basic training programs. We believe our products are simple to understand and intuitive to use for any builder experienced in concrete construction. However, if an extensive training would be required, we are offering such training at a price additional to the product price.Segments:

~~Our~~● ~~present~~Engineering: ~~and~~In ~~future~~the ~~business~~course of our engineering activities, we are ~~structured~~creating inand ~~three~~developing ~~principal~~(a) ~~segments:~~proprietary construction systems and methods of their assembly that are anticpated to enable us and our partners to optimize the cost-benefit efficiency of the construction process, (b) proprietary building kits that, when prefabricated, are expected to enable us and our partners build real estate properties at a lower cost and superior speed, and (c) proprietary plans of development for our living communities that we intend to market under our Organic CommunityTM brand.

~~Engineering:~~At In the ~~course~~date of ~~our~~this ~~engineering activities~~report, we ~~intend~~have ~~create~~one patent application pending review by the U.S. Patent and ~~develop~~Trademark Office (aUSPTO) cited ~~proprietary~~below ~~construction~~on ~~systems~~page ~~and~~9. ~~methods~~We ~~of their~~believe ~~assembly~~when ~~that~~issued, ~~would~~our ~~enable~~patents usshould ~~and~~provide adequate protection of our ~~partners~~intellectual toproperties. However, ~~optimize~~at the ~~cost-benefit~~time ~~efficiency~~ of ~~construction~~this ~~process~~report, ~~(b)~~we ~~proprietary building~~cannot ~~kits~~assure you that any of our patents would be granted or issued by the USPTO, ~~when~~or if ~~prefabricated~~issued, that such patents would ~~enable~~not usbe challenged with reexamination, and, ~~our~~if ~~partners~~so ~~build~~challenged, ~~real~~that ~~estate~~such ~~properties~~patents atwould be reaffirmed by the USPTO. We cannot assure you that a ~~lower~~third ~~cost~~party ~~and~~would ~~superior speed,~~not ~~and~~infringe on our patents (cwhen and if issued) ~~proprietary~~and ~~plans~~that ofwe ~~development~~will be ~~for~~able to adequately protect our ~~living~~patents ~~communities~~and other intellectual properties if and as required. At the date of this report, we cannot assure, that we ~~market~~will ~~under~~have the necessary financing to conduct our ~~Organic~~engineering ~~Community~~research TMand development activities on time ~~brand~~or at all.

~~Land~~At ~~Development: In~~ the ~~course~~date of ~~our~~this ~~land development activities~~report, we ~~will~~have ~~manage~~not completed the ~~identification~~development ~~and~~of ~~acquisition~~any ofbuilding ~~land~~kits ~~suitable~~ nor are any kits presently for ~~construction~~sale. ofHowever, in ~~our~~March ~~Organic~~2017 ~~Communities~~we TMhave ~~and~~completed ~~preconstruction~~architectural ~~activities,~~design ~~including~~for ~~but~~our ~~not~~first ~~limited~~single-family tohome ~~earthwork~~building kit, ~~site~~ ~~clearing~~the Woodlake home model kit, which ~~installation~~we anticipate testing during 2017 through the construction of ~~utility~~this ~~lines,~~property ~~road~~at ~~creation~~5210 West Shore Road, ~~and~~Midlothian, ~~other~~Virginia 23112. ~~works~~We ~~necessary~~have topurchased ~~result~~and incurrently own the ~~recordation~~building oflot ~~individual lots~~at ~~ready~~5210 ~~for~~West ~~commencement~~Shore ofRoad, ~~real~~Midlothian, ~~estate~~Virginia ~~property~~23112 ~~construction.~~with ~~Most~~no ofmortgage or ~~these~~debt. ~~works~~The ~~will~~Woodlake behome ~~outsourced~~model tofeatures ~~independent~~approximately ~~contractors~~4, ~~whereas~~350 wesquare ~~will~~feet ~~oversee~~of ~~the~~living ~~contractors’~~space ~~performance~~with ~~based~~two oncar garage. It is our ~~plans~~goal to complete the construction of ~~development~~this ~~and~~model ~~project~~under ~~guidelines~~$60 per square foot.

~~Construction:~~As ~~Our construction activities~~ we ~~will~~develop bethe ~~diversified~~proprietary ~~into~~building ~~two~~materials ~~main~~and ~~segments:~~methods, ~~(1)~~we ~~managing~~envision ~~our~~using ~~own~~these ~~projects,~~novelties ~~and (2) managing projects~~ in ~~alliance~~both, ~~with~~remodeling ~~other developers~~ and ~~builders.~~new ~~In the course of managing our own projects~~construction activities, which we believe will ~~(i)~~ultimately ~~manage~~enable ~~the~~us ~~construction of~~to ~~concrete~~generate ~~walls~~land ~~using~~development ~~our proprietary wall panels,~~ and ~~(ii) manage the~~ construction ofrevenues, ~~properties~~hence ~~based~~enabling us ~~upon~~funding ~~our~~increasingly ~~proprietary plans~~more ofmoney ~~development~~for on our ~~land~~engineering ~~conducted~~and byproduct ~~other~~development ~~builders.~~activities Inin ~~the~~our ~~course~~search offor ~~managing~~a ~~projects~~faster inand ~~alliance with other builders,~~less weexpensive ~~will (iii) oversee the~~ construction ~~of concrete walls performed by other builders using our proprietary wall panels~~, and ~~(iv) oversee~~further ~~the~~deployment ~~construction~~ of ~~properties~~these byproducts ~~other~~to ~~builders~~the ~~using~~addressable ~~our proprietary building kits~~markets.

● Land Development: In the course of our land development activities, we search for, find, and purchase land suitable for construction of intended properties, and manage land development works, including but not limited to creating plans of development, obtaining permits, conducting earthwork, site clearing, installation of utility lines, road creation, and other works necessary to result in the recordation of individual lots ready for commencement of real estate property construction. Most of these works will be outsourced to independent contractors, whereas we manage the contractors’ performance based on our plans of development and project guidelines. We also conduct due diligence for potential project analysis, including, but not limited to, project feasibility studies using our engineering, architectural, and administrative resources; market research using a network of local real estate agents; and calculations of expected financial performance for each project type, size, timeline, budgets and profits.

● Construction: As of the date of this report, we have not commenced construction activities yet. However, based on the current status of our projects, we anticipate commencing construction activities in June 2017. Our construction activities will comprise practical application of our proprietary products, construction methods, building process, and know-how as outlined below in this section. Engaging in the construction of concrete walls using our proprietary wall panels is expected to allow us to create short-term revenue streams, test our wall panels in real-time products. This could also allow us to use profits to scale up our business, and to develop, measure, and prove the cost/time advantages that we plan on selling to our customers and partners and use in the development of our proprietary building kits. Engaging in the construction of new properties, such as, including, but not limited to, residential and commercial properties under our projects as described below, is expected to allow us to establish mid-term revenues and profits. Engaging in the development of the master plans for our Organic Communities, such as, including, but not limited to, 70 homes in our Seasons Creek project, is expected to allow us to form a long-term revenue pipeline with lasting benefits for our target market groups, as well as for our Company and stockholders.

~~Our~~In ~~business~~the ~~objective~~course isof ~~to enable us and~~ our ~~allied~~construction ~~developers~~activities, ~~and~~we ~~builders~~intend to build ~~real~~new ~~estate~~ properties ~~faster~~ and ~~economically more~~to ~~profitable.~~test Tonovel ~~date~~methods, itmaterials, ~~has~~equipment, and ~~taken~~related ~~approximately~~technologies 34on ~~months~~actual toprojects. ~~conduct~~Our ~~engineering~~construction ~~and~~activities ~~technology~~we ~~research~~will tobe ~~analyze~~diversified ~~the~~into ~~construction technologies~~two ~~available~~main ~~for~~activity angroups: (1) ~~application~~managing in our ~~pilot~~own projects~~. During that period~~, weand ~~screened~~(2) ~~and~~managing ~~analyzed~~projects ~~hundreds~~in ofalliance ~~patents, building~~with ~~novelties~~other developers and ~~processes~~builders. ~~Within~~Starting ~~this~~from ~~period,~~June ~~on March 31~~2017,~~2015,~~ we ~~acquired~~intend ~~proprietary~~to ~~building~~manage ~~block and interlocking~~ construction ~~method~~of ~~protected~~properties bybased aupon ~~U.S.~~our ~~Patent~~proprietary ~~Application~~building ~~14/337,069~~kits ~~from~~and ~~our~~plans ~~affiliate~~of ~~under~~development ~~common~~via ~~control,~~our ~~Helpful~~own ~~Technologies~~projects ~~Inc.,~~beginning awith ~~Florida~~Profit ~~corporation.~~Bright WePlaza ~~have also developed proprietary building block~~ and ~~interlocking~~Courthouse ~~construction method, for which we filed a provisional U~~Commons.S. ~~Patent~~In ~~Application~~projects ~~62/222,424~~in onalliance ~~September~~with ~~25,~~other ~~2015~~builders, ~~and~~we ~~proprietary~~intend ~~wall~~to ~~panel,~~manage ~~wall spacer, and~~all ~~method~~aspects of construction ~~for~~from ~~which~~purchase weof ~~filed~~building alots ~~provisional~~to ~~U.S.~~sale ~~Patent~~of ~~Application~~properties onto ~~October~~enable ~~10,~~our ~~2016.~~partners Asfocus ofsolely ~~the~~on ~~date~~managing ~~of this report,~~subcontractors weand ~~have~~ensuring ~~determined~~code ~~technologies encompassing our first line of products~~compliance.

In August 2014, we started searching for suitable land for our pilot projects with an intention to build luxury townhomes in the Miami-Dade and Palm Beach Counties of South Florida using the EVG-3D Panels. In both cases, we had to withdraw from negotiating contracts due to the absence of product acceptance and lengthy process of receiving such acceptance from the respective county officials. In September 2014, we were involved in our first pilot project, called “3089 Parkside,” which was a remodeling of single family house in the Chicago, IL metro area. All works under this project were completed, and the property was sold within third fiscal quarter of 2015. We were not allowed to use the EVG-3D Panels for this project due to lack of product acceptance by local municipality. From March to May 2015, we were involved with three other construction projects in the Chicago, Illinois area, from which we withdrew and switched our pilot-project focus to the Richmond, Virginia area. We believe that product acceptance in the Richmond, Virginia metro area will be faster and less costly. In December 2015, we acquired approximately 28.8 continuous acres of raw land in Chesterfield, Virginia for our first pilot project as described below, and are seeking land to undertake more projects, in which we believe we will be able to test our technology and product performance.Products

OnWe ~~November~~continue ~~30,~~to ~~2015,~~develop weproducts ~~formed a limited liability company~~ in ~~the~~three ~~Commonwealth~~principal ofproduct ~~Virginia~~groups, ~~Seasons~~each ~~Creek Development LLC,~~ of which ~~the~~ ~~Company~~ is ~~currently~~designed ~~the sole member, in order~~ to ~~purchase~~be ~~and develop~~ a ~~parcel~~natural ofexpansion ~~land consisting~~ of ~~approximately~~the ~~28.8 acres~~previously ~~located~~planned inproduct ~~Chesterfield~~group, ~~Virginia. We consummated our purchase of the land on December 11, 2015. The land has been zoned to accommodate up to 70 single family homes~~ and ~~currently holds a tentative plan of development approval. We intend to develop this land into a residential subdivision to be called “Seasons Creek” consisting of 70 single family homes built with~~ the ~~novel~~combination ~~construction materials and methods we have researched. As~~ of the date of this Quarterly Report on Form 10-Q, we have started engineering revisions of our plan of development for the 70 buildable lots. We have no mortgage on this land. Based upon market analysis and preliminary appraisals, we have concluded an as-is unimproved value of approximately $980,000 for the raw land, however, each appraisal is subject to opinion and current market conditions which fluctuate and, therefore, investors should not rely on any appraisal that they have not conducted themselves. In addition, due to a “grandfathered” approval pertaining to the development, the Seasons Creek land features a waiver of cash proffers (a sum paid by the developer to the County in order defray capital facilities costs associated with development) in the amount of approximately $18,966 per lot under plan of development, or approximately $1.3 million for the 70 lots. Though this does not increase the actual raw value of the land, it may result in lower costs associated with the actual development of the project and thus is andesigned ~~advantage towards the project as a whole. As of the date of this report, we are attempting~~ to ~~leverage~~improve the ~~Seasons~~way ~~Creek~~people ~~land~~build inproperties ~~order to obtain a loan by leveraging the land’s total combined 2015 tax appraisal of approximately $736,300 by Chesterfield County~~ and ~~approximately~~organize ~~$1 million appraised value of such land. We presently~~their ~~have~~living ~~no commitments from lenders and have nor are we currently~~ in ~~negotiations with any lenders. If we obtain such a loan, we may use this loan for~~ the ~~Seasons~~21st ~~Creek project implementation purposes.~~century:

● Wall Panels – We are developing,with the intention of offering for sale, our proprietary wall panels that we believe will enable contractors to build concrete walls faster and at a lesser cost. We are attempting to protect our intellectual properties underlying this wall panel product line by filing and prosecuting U.S. Patent Application 62/406,165 - Wall panel, wall spacer, and method of construction filed on October 10, 2016. The cost advantage is mainly based upon a reduced cost of labor required to build a structure as compared with using traditional cinderblock or removable mold forms. Our engineering and developmental testing indicate that our wall panels are currently applicable to build structural basement walls, retaining walls, or any other type of walls (except sea walls) up to a height of 24 feet. This line of products features utility that is new to the construction industry, and, therefore, is presently unknown to other developers and builders. As of the date of this report, we have not tested any of the wall panels in a real construction project. However, in 1Q2017, we have procured the ~~final~~materials ~~stages~~necessary to produce several prototypes of ~~completing~~our wall panels. We are planning to produce these prototypes and test the panels in real projects during 2017. ● Building Kits – We are designing and developing the set of engineering ~~revisions~~specifications and construction materials that we call “Building Kits.” We intend to start production in June 2017. We envision this product line to be a natural expansion of our wall panel product line, as we incorporate such wall panels into the ~~plan~~Building ofKits. ~~development~~At the present time, we are developing the building kits for single- and multi-family structures up to 60 feet of height. Our goal is to test the performance of certain building kits in our Seasons Creek ~~community,~~ and ~~anticipate~~other ~~being~~near-term ~~able~~projects toand ~~obtain~~offer first building kits for sale in year 2020. ● Organic Communities – We are designing new living communities that utilize our proprietary Organic Community concept that we believe will present a ~~land~~new ~~disturbance~~perception ~~permit~~of ~~and~~organized living for ~~contractors~~people to ~~begin~~work ~~earthwork,~~and ~~utilities~~live ~~work~~in the 21st century. We envision this product line to be a natural expansion of our planned building kits product line, as we intend on developing the building kits to comprise and build properties in our Organic Community neighborhoods. This product line is focused on Millennials and the Generation-Z generation markets. Our goal is to test certain Organic Community functionality in our Seasons Creek and other ~~land~~ ~~development~~near-term ~~works~~projects, ~~during~~and ~~second~~present ~~quarter~~a offull-scale ~~2017~~Organic Community neighborhood, River City Park, available for occupancy by 2030.

~~The~~All ~~implementation~~ of our ~~business~~anticipated ~~plan is lengthy and subject to several risks and obstacles. It is further subject to various uncertainties and barriers to market entry. For example, our competitors may compete against us with~~ products ~~based on the technologies other than the EVG-3D Panel technology, which may be more competitive than our products. Also, numerous other companies~~ are ~~developing products~~new ~~based~~to on the ~~EVG-3D~~construction ~~Panel technology~~industry, and ~~such products (including materials~~, ~~tools~~therefore, ~~and~~are ~~assembly~~presently ~~methods)~~unknown ~~may~~to ~~be developed more competitive than our products. Although we continue researching and screening~~ other ~~novel~~developers ~~construction technologies, there~~and isbuilders. noIn ~~guarantee~~effort ~~that we will be able~~ to ~~adopt~~expedite ~~these~~market ~~technologies~~awareness ~~for~~about ~~product~~our ~~development.~~wall ~~Licensing the technologies from inventors may require significant capital resources~~panels, ~~which~~ we doare ~~not~~currently ~~have~~planning ~~at this time and there is no guarantee that we will be able~~ to ~~raise~~ ~~such~~offer ~~resources~~other inbuilders ~~adequate amounts or at all. Also, licenses may be revoked or the technologies may become obsolete, in~~and ~~which~~developers ~~case~~ the ~~amount~~opportunity ofto ~~license~~purchase fees paid would be non-refundable. Even when we develop technologies in-house and file patents, prosecuting and defending these patents will require additional capital, and there is no guarantee that, even if we raise such capital and pay our ~~patent~~products ~~agents~~at ~~and~~discounted ~~attorneys~~prices, ~~such patents will be granted. If patents are granted, any party can request re-examination of the patents, upon~~ which ~~the~~include ~~patents~~basic ~~may~~training ~~be revoked by the U~~programs.S. ~~Patent~~We and Trademark Office. Patents may also be found infringing on other patents, which may cause us being responsible for additional license and royalty fees. Our engineering and product development efforts will require significant capital, including the proceeds from this Offering and beyond, and, although we believe ~~the maximum proceeds from this Offering will be sufficient funding~~ our ~~business operations as necessary to achieve planned growth over the~~ ~~next~~products 24are ~~months,~~simple ~~there is no guarantee that such capital will be available~~ to usunderstand ~~after effectuation of this Offering by the SEC~~ and ~~FINRA~~intuitive ~~on the terms acceptable~~ to ususe orfor atany ~~all.~~builder ~~Furthermore,~~experienced ~~if we are successful~~ in ~~the~~concrete ~~technology implementation, engineering and product development, the continuing testing of our products in pilot-test~~ construction ~~projects will require significant additional capital~~. ~~Our land and property purchases will require additional significant capital~~However, ~~and~~if wean ~~cannot predict the then-current market~~extensive ~~conditions,~~training ~~in which we~~ would be required, ~~to raise such capital. We will be also subject to several other risks and obstacles while implementing our business plan and operating our company. Even when~~ we are ~~successful~~offering insuch ~~developing~~training anat ~~expanding~~a ~~enterprise with~~price ~~competitive~~additional ~~products,~~to wethe ~~will~~product ~~face several risks and uncertainties~~price. ~~Please read “Business” and “Risk Factors” sections for more information.~~

~~Intellectual~~The ~~Property~~development of our products is lengthy and subject to several risks and obstacles. It is further subject to various uncertainties and barriers to market entry. For example, our competitors may compete against us with products based on the technologies other than those protected by our patent applications and/or other than those we are contemplating to use for our products (e.g. EVG-3D Panel technology), which may be more competitive than our products. Also, numerous other companies are developing competitive products based on the EVG-3D Panel technology and other technologies we are contemplating to use for our products, and such products (including materials, tools, and assembly methods) may be developed more competitive than our products. Although we continue researching and screening other novel construction technologies, there is no guarantee that we will be able to adopt these technologies for product development. Licensing the technologies from inventors may require significant capital resources, which we do not have at this time and there is no guarantee that we will be able to raise such resources in adequate amounts or at all. Also, licenses may be revoked or the technologies may become obsolete, in which case the amount of license fees paid would be non-refundable. Even if and when we develop technologies in-house and file patents, prosecuting and defending these patents will require additional capital, and there is no guarantee that, even if we raise such capital and pay our patent agents and attorneys, such patents will be granted. If patents are granted, any party can request re-examination of the patents, upon which the patents may be revoked by the USPTO. Patents may also be found infringing on other patents, which may cause us being responsible for additional license and royalty fees. Our engineering and product development efforts will require significant capital, and, although we are planning to obtain such capital through private and public offerings of our securities, there are no guarantees or assurances that we would be able to obtain such capital in adequate amounts or at all. Furthermore, if we are successful in the technology implementation, engineering and product development, obtaining product approvals and conducting continuing testing will require additional capital. Our land and property purchases to test our products in pilot-test projects will also require significant capital, and we cannot predict the then-current market conditions, in which we would be required to raise such capital. Hence, we cannot guarantee that we will be able to complete our product development, even if some capital is obtained. We will be also subject to several other risks and obstacles while implementing our business plan and operating our company. Even when we are successful in developing competitive products, we will face several risks and uncertainties. Please read “Business” and “Risk Factors” sections for more information.

~~At the date of this report, we have three patent applications pending review by the U.S. Patent and Trademark Office:~~Projects

●The implementation ~~U.S.~~of ~~Patent~~our ~~Application~~business ~~14/337,069~~plans -regarding ~~Building~~our ~~block~~projects is lengthy and ~~interlocking~~subject ~~construction~~to ~~method.~~several ~~Filed~~risks ~~July~~and 21obstacles, ~~2014~~including ●the market Urisks and operating uncertainties.S. ~~Patent~~Our ~~Application~~projects ~~62/222,424~~are -subject ~~Building~~to ~~block~~environmental and ~~interlocking~~municipal ~~construction~~regulations, ~~method.~~attainment ~~Filed~~of ~~September~~easements, the 23opinions ~~2015~~of ●officials, ~~U.S.~~availability ~~Patent~~of ~~Application~~land, 62fluctuations in the market,~~406~~ supply and demand,~~165~~ -cost ~~Wall~~of ~~panel~~labor and materials, ~~wall~~zoning requirements, ~~spacer~~the ability to raise capital at terms acceptable to us or at all, and ~~method~~many ofother ~~construction~~factors. ~~Filed~~Even ~~October~~when 10we are successful in completing our projects, ~~2016~~we will face several risks and uncertainties, which may limit our performance and reduce our profits. Please read “Business” and “Risk Factors” sections for more information.

WeSeasons ~~believe~~Creek ~~when~~– ~~issued~~On November 30, ~~our~~2015, ~~patents~~we ~~should~~formed ~~provide~~Seasons ~~adequate~~Creek ~~protection~~Development ofLLC, ~~our~~a ~~intellectual~~Virginia ~~properties.~~limited ~~However,~~liability atcompany of which the ~~time~~Company ofis ~~this report,~~currently wethe ~~cannot~~managing ~~assure~~member, ~~you~~under ~~that~~which ~~any~~we ofpurchased ~~our~~and ~~patents~~are ~~would~~developing bea ~~granted~~parcel orof ~~issued~~land byconsisting of ~~the~~approximately U28.S.8 ~~Patent~~acres ~~and~~located ~~Trademark~~in ~~Office~~Chesterfield, ~~nor~~Virginia. ~~if issued,~~We ~~that~~consummated ~~such~~our ~~patents~~purchase ~~would~~of ~~not~~the beland ~~challenged~~on ~~with~~December ~~reexamination~~11, ~~and,~~2015. ifThe land sohas ~~challenged,~~been ~~that~~zoned ~~such~~to ~~patents~~accommodate ~~would~~up beto ~~reaffirmed by~~70 ~~the~~single ~~U.S.~~family ~~Patent~~homes and ~~Trademark~~currently ~~Office.~~holds Wea ~~cannot~~tentative ~~assure~~plan ~~you~~of ~~that~~development aapproval. We ~~third~~intend ~~party~~to ~~would~~develop ~~not~~this ~~infringe~~land oninto ~~our~~a ~~patents~~residential ~~(when~~subdivision ~~and~~to ~~if issued)~~be ~~and~~called ~~that~~“Seasons weCreek” ~~will~~consisting beof ~~able~~70 tosingle family ~~adequately~~homes ~~protect~~built ~~our~~with ~~patents~~the ~~and~~novel ~~other~~construction ~~intellectual~~materials ~~properties~~and ifmethods ~~and~~we ashave ~~required~~researched. AtAs of the date of this report, we ~~cannot~~have performed ~~assure,~~major ~~that~~engineering werevisions ~~will~~of ~~have~~our ~~the~~plan ~~necessary~~of ~~financing~~development tofor ~~conduct~~the ~~our~~70 ~~engineering~~buildable ~~research~~lots and ~~development~~submitted such revisions to Chesterfield ~~activities~~County, onVirginia ~~time~~for orreview atand ~~all~~approval.

As we develop the proprietary building materials and methods, we envision using these novelties in both, remodeling and new construction activities, which we believe will ultimately enable us increasing both, our construction revenues and our overall profit margins, hence enabling us funding increasingly more money for our engineering and product development activities in our search for a faster and less expensive construction, and further deployment of these products to the addressable markets.

~~Subsidiaries~~We estimate that approximately $2.75 million (excluding general and administrative expenses and other concurrent operating expenses associated with management of the project LLC) will be required to conduct land development works. The amount of proceeds that we raise in our initial public offering or other financings will determine which way we proceed to finance the potential land purchase for this project. We anticipate financing this $2.75 million either from the proceeds of initial public offering of our common shares, which was effectuated by the SEC on September 8, 2016, or by causing our subsidiary, Seasons Creek Development LLC, to issue and sell its securities in one or more private offerings. As of the date of this report, Seasons Creek Development LLC has sold 20 units of Class-B Preferred LLC Membership Interests to an unaffiliated investor for $500,000; however, we cannot assure our shareholders, including those who may invest into our initial public offering or into any private offerings related to our Seasons Creek project, that we will have the necessary financing to the land development, neighborhood design, or execution of the Seasons Creek project. We currently anticipate being able to obtain a land disturbance permit and for contractors to begin earthwork, utilities work, and other land development works during third quarter of 2017, subject to acquiring certain easements and approvals. We estimate the Seasons Creek land development works to take approximately 6 months.

~~Subsidiaries~~We ~~operating~~are ~~within~~managing ~~Land~~the ~~Development~~Seasons ~~segment~~Creek project under the Exclusive Construction Management Agreement we have executed with the Seasons Creek project investors. This agreement grants us the exclusive construction management rights over the Seasons Creek project and entitles us to a compensation of $12 per square foot that will be built and sold under the Seasons Creek project operations. Resulting from the execution of the exclusive construction management agreement, we anticipate receiving, upon completion of Seasons Creek project, the amount of approximately $1.7 million in the construction management fees. However, at this time, we cannot guarantee or assure that any or all of these $1.7 million would be received by us, or that we would successfully complete the Seasons Creek project. The receipt of any proceeds from our ~~business~~involvement ~~activities:~~into Seasons Creek Project is presently uncertain and is subject to numerous risks, many of which are beyond the scope of our control.

~~Seasons~~5210 ~~Creek~~W ~~Development~~Shore ~~LLC:~~Drive ~~Our~~- ~~Seasons~~In ~~Creek~~March ~~Development~~2017 ~~LLC~~we ~~subsidiary~~have iscompleted anarchitectural ~~entity~~design ~~holding~~for ~~the~~our ~~assets~~first ~~associated~~single-family ~~with~~home ~~our~~building ~~Seasons~~kit, ~~Creek~~the ~~project.~~Woodlake Onhome ~~December~~model 11kit, ~~2015,~~which ~~through~~we ~~our~~anticipate ~~subsidiary,~~testing ~~Seasons~~during ~~Creek~~2017 ~~Development~~through ~~LLC,~~the weconstruction ~~purchased~~of ~~approximately~~this ~~28.8~~property ~~acres of~~at ~~raw~~5210 ~~land~~West ~~located~~Shore Road, ~~in Chesterfield~~Midlothian, Virginia, ~~which~~23112. ~~has~~We ~~been~~have ~~zoned~~purchased ~~to accommodate up to 70 single family homes~~ and currently ~~holds~~ aown ~~tentative~~the ~~plan~~building oflot ~~development~~at ~~approval.~~5210 WeWest ~~intend~~Shore toRoad, ~~develop~~Midlothian, ~~this land into a residential subdivision to be called “Seasons~~Virginia ~~Creek”~~23112 towith ~~build~~no 70mortgage ~~single~~or ~~family homes~~debt. WeThe ~~are~~Woodlake ~~planning~~home tomodel ~~begin~~features ~~land~~approximately ~~development during fiscal year 2017. Consecutively~~4, we350 ~~will~~square ~~begin~~feet ~~building~~of ~~the~~living 70space ~~homes~~with intwo ~~our Seasons Creek neighborhood~~car garage. WeIt ~~estimate~~is ~~the~~our ~~Seasons~~goal ~~Creek project~~ to ~~take~~complete ~~approximately five years from~~ the ~~purchase~~construction of ~~land~~this tomodel ~~the~~under ~~complete~~$60 ~~sale~~per ofsquare ~~homes~~foot.

OnRiver ~~October~~City 19Park – On May 3, 2016, we ~~adopted~~formed ~~First~~River ~~Amended~~City ~~and~~Park ~~Restated~~LLC, ~~Limited~~a ~~Liability~~Virginia ~~Company~~limited ~~Agreement~~liability ~~pursuant~~company toof which the Company ~~authorized~~currently ~~membership interest~~owns ~~which~~100%, ~~the~~to ~~LLC~~potentially ~~has~~locate, ~~authority~~purchase, and develop a parcel of land in Virginia that we intend to ~~issue~~consist of ~~“preferred~~at ~~shares”~~least ~~(consisting~~400 acres and be located along a river. As of ~~Class~~the Adate ~~Preferred~~of ~~Shares~~this report, ~~Class~~we Bhave not reached any material agreements ~~Preferred~~for ~~Shares~~a purchase of such land. Furthermore, ~~Class~~presently Cwe ~~Preferred~~have ~~Shares)~~no ~~and~~material ~~Common~~agreements ~~Shares~~based (on which we could determine the ~~“Equity~~minimum amount ~~Securities”)~~of asproceeds ~~shall~~that would be ~~determined~~required ~~by the~~to ~~unanimous~~purchase ~~vote~~such land. The amount of ~~the~~proceeds ~~Members.~~that Towe ~~the~~raise ~~extent~~in ~~funds~~our ofinitial ~~the~~public ~~LLC~~offering will ~~are~~determine ~~available~~which ~~for~~way ~~distribution~~we byproceed to finance the ~~LLC~~potential ~~(as~~land ~~determined~~purchase ~~by the~~for ~~Managing~~this ~~Member~~project. If we are successful in ~~its~~locating and ~~sole~~acquiring ~~discretion)~~such land, ~~the~~we ~~Managing~~intend ~~Member~~to ~~shall~~develop ~~cause~~this ~~the~~land ~~LLC~~into toa ~~distribute~~mixed use neighborhood to ~~the~~be ~~Members~~called s“River ~~with~~City ~~respect~~Park.” In our estimate, River City Park project would require approximately $12 million to ~~each~~17 ~~fiscal~~million ~~quarter~~for ofpurchasing land, creating the neighborhood ~~LLC~~development anconcept, ~~amount~~and ofconducting ~~cash~~rezoning (aactivities. ~~“Tax~~We ~~Distribution”)~~anticipate ~~which~~financing inthis $12-17 million either from the ~~good~~proceeds ~~faith~~of ~~judgment~~initial public offering of ~~the Managing~~our ~~Member~~common ~~equals~~shares, ~~(i)~~which was effectuated by the ~~amount~~SEC ofon ~~net~~September ~~taxable~~8, ~~income~~2016, ~~(adjusted~~or by causing River City Park LLC to ~~take~~issue ~~account~~and ofsell ~~any~~its ~~net~~securities ~~taxable~~in ~~losses~~one ofor ~~the~~more ~~LLC~~private ~~allocable~~ offerings. If we sell from 75% to 100% of the ~~Shareholders~~14,500,000 shares in ~~prior~~our ~~periods)~~initial ofpublic ~~the~~offering, ~~LLC~~we ~~allocable~~will use up to approximately $17.0 million from the ~~Members~~net inproceeds ~~respect~~from ofour ~~such~~initial ~~fiscal~~public offering ~~quarter,~~to ~~multiplied~~purchase bythe land and to create a neighborhood development concept (~~ii)~~excluding general and administrative expenses ~~the~~and ~~sum~~other concurrent operating expenses associated with initial management of the ~~highest~~River ~~marginal~~City ~~federal,~~Park ~~state~~project). If an acquisition of land and ~~local~~development ~~income~~of ~~tax~~the ~~rates~~River ~~applicable~~City toPark anneighborhood ~~individual~~concept ~~living~~would require an amount in ~~Chesterfield~~excess of $17 million , we ~~Virginia~~intend using up to $17 million for the ~~relevant~~purchases ~~type~~ of ~~taxable~~land ~~income~~for our other projects and cause our River City Park LLC to initiate its own securities offering, ~~with~~for ~~such~~which ~~Tax~~we ~~Distribution~~have an authority to bedo ~~made~~so as its sole owner and manager. If we sell only 25% to 75% of the ~~Members~~14,500,000 shares in our initial public offering, we will not use any of the ~~same~~net ~~proportions~~proceeds from our initial public offering ~~that~~for ~~taxable~~purchase ~~income~~of ~~was~~land ~~allocated~~for toRiver City Park project. Instead, we will use the ~~Members~~net ~~during~~proceeds ~~such~~from ~~fiscal~~our ~~quarter~~initial public offering for the purchases of land for our other projects, some of which have presently not yet originated. ~~Tax~~As ~~Distributions~~of ~~shall~~the bedate ~~considered~~of ~~advance~~this ~~distributions~~report, we cannot toassure ~~Members.~~our ~~The~~shareholders, ~~Managing~~including ~~Member~~those who may ininvest ~~its~~into ~~sole~~our ~~discretion~~initial ~~(but~~public ~~shall~~offering ~~not~~or beinto ~~obligated~~any private offerings related to) ~~make~~our ~~distributions~~River atCity ~~any~~Park ~~time~~project, orthat ~~from time~~we will have the necessary financing to ~~time,~~purchase ~~but~~the ~~shall~~land ~~make~~we ~~distributions~~contemplate inpurchasing ~~respect~~for ofour River ~~Class~~City APark ~~Shares~~project, ~~Class~~or Bfor ~~Shares,~~completion ~~Class~~of Cconceptual ~~Shares~~design ~~and/or~~of ~~Common~~the ~~Shares~~River in City Park neighborhood, or for the ~~following~~River ~~order~~City ofPark project ~~priority:~~execution.

● First, to the holders of outstanding Class A Preferred Shares (ratably among such holders based upon the aggregate Unreturned Capital with respect to all Class A Preferred Shares held by each such holder immediately prior to such Distribution), until the aggregate Unreturned Capital with respect to the Class A Preferred Shares has been reduced to zero; ● Second, to the holders of outstanding Class A Preferred Shares (ratably among such holders based upon the aggregate Unreturned Capital with respect to all Class A Preferred Shares held by each such holder immediately prior to such Distribution) until the aggregate Unpaid Class A Return resulted in an IRR equal to 14.0% and has been reduced to zero; ● Third, to the holders of outstanding Class B Preferred Shares (ratably among such holders based upon the aggregate Unreturned Capital with respect to all Class B Preferred Shares held by each such holder immediately prior to such Distribution), until the aggregate Unreturned Capital with respect to the Class B Preferred Shares has been reduced to zero; ● Fourth, to the holders of outstanding Class B Preferred Shares (ratably among such holders based upon the aggregate Unreturned Capital with respect to all Class B Preferred Shares held by each such holder immediately prior to such Distribution) until the aggregate Unpaid Class B Return resulted in an IRR equal to 14.0% and has been reduced to zero; ● Fifth, to the holders of outstanding Class C Preferred Shares (ratably among such holders based upon the aggregate Unreturned Capital with respect to all Class C Preferred Shares held by each such holder immediately prior to such Distribution), until the aggregate Unreturned Capital with respect to the Class C Preferred Shares has been reduced to zero; ● Sixth, to the holders of outstanding Class C Preferred Shares (ratably among such holders based upon the aggregate Unreturned Capital with respect to all Class C Preferred Shares held by each such holder immediately prior to such Distribution) until the aggregate Unpaid Class C Return resulted in an IRR equal to 12.0% and has been reduced to zero; ● Seventh, to the holders of outstanding Common Shares (ratably among such holders based upon the aggregate Unreturned Capital with respect to all Common Shares held by each such holder immediately prior to such Distribution) until the aggregate Unreturned Capital with respect to the Common Shares has been reduced to zero; ● Eighth, to Helpful Alliance in the amount equal to Twelve ($12.00) per square foot of the aggregate area of real estate properties built, excluding garage areas, driveways, common areas, and similar area ● Ninth, to the holders of outstanding Class A Preferred Shares, Class B Preferred Shares, Class C Preferred Shares, and Common Shares (ratably among such holders based upon the aggregate number of the Shares held by each such holder immediately prior to Distribution) in respect to their Class A Profit Share equal to 30.0% of the Net Cash Available to Distribution to all Members, Class B Profit Share equal to 30.0% of the Net Cash Available to Distribution, Class C Profit Share equal to 35.0% of the Net Cash Available to Distribution, and Common Profit Share equal to 5.0% of the Net Cash Available to Distribution as determined by the Subscription Agreement.

AsWashington Woods of– ~~September~~On 30December 15, 2016, we ~~owned~~formed ~~and~~Washington ~~controlled~~Woods LLC, a Virginia limited liability company of which the Company currently owns 100%, to potentially locate, purchase, and develop a parcel of ~~Seasons~~land ~~Creek~~in ~~Development~~Virginia ~~LLC~~that we intend to consist of at least 100 acres and be located within close proximity of Washington D.C. As of the date of this report, we have not reached any material agreements to purchase any land. Furthermore, presently we have no material agreements based on which ~~comprised~~we ofcould 20determine the ~~units~~minimum amount of ~~Class~~proceeds Athat ~~Preferred~~would ~~Share~~be required to purchase such land. In our estimate, Washington Woods project would require ~~LLC~~approximately ~~Membership~~$2-5 ~~Interests~~million for the purchasing land, creating the neighborhood development concept, and 1conducting ~~unit~~rezoning activities. We anticipate financing this $2-5 million either from the proceeds of ~~Common~~initial ~~Share~~public ~~LLC~~offering ~~Membership~~of ~~Interests~~our ~~issued~~common shares, which was effectuated by the SEC on ~~July~~September 258, 2016, or by causing Washington Woods LLC to issue and sell its securities in ~~consideration~~one ~~for~~or ~~cash~~more ~~contribution~~private offerings. The amount of ~~$250~~proceeds that we raise in our initial public offering will determine which way we proceed to finance the potential land purchase for this project. If we sell less than 50% or from 75% to 100% of the 14,500,000 shares in our ~~2015~~initial ~~and~~public ~~bearing~~offering, ~~annual~~we ~~preferred~~will ~~yield~~not use any of 14the net proceeds from the our initial public offering for our Washington Woods project and pursue the private offering route.0 If we sell from 50% onto ~~the~~75% ~~land~~of ~~value~~the ~~appraised~~14,500,000 shares in our initial public offering, we intend using up to approximately $14.075 million ~~and~~from the ~~right~~ ~~for~~net ~~Class-A~~proceeds ~~Profit~~from ~~Share~~our initial public offering for the purchase of ~~30%~~land and creating the Washington Woods neighborhood concept. AtAs of the date of this report, we cannot assure our shareholders, ~~that~~including those who may invest into our initial public offering or into any private offerings related to our Washington Woods project, that we will have the necessary financing to ~~conduct~~purchase ~~our~~the ~~Seasons~~land, ~~Creek~~or ~~project~~to oncomplete ~~time~~a conceptual design, or atsuccessfully ~~all~~execute the Washington Woods project. If we are successful in locating and purchasing such land, we intend to develop this land into a residential neighborhood to be called “Washington Woods” featuring luxury single-family homes.

Alliance Business Park – On ~~October~~December 1915, 2016, ~~our~~ ~~subsidiary,~~we ~~Seasons~~formed ~~Creek~~Alliance ~~Development~~Business Park LLC, ~~issued~~a ~~33%~~Virginia ~~ownership~~limited ~~structured~~liability ~~in the form~~ company of 10which ~~units~~the ofCompany ~~Class-B~~currently ~~Preferred~~owns ~~Share LLC~~100%, ~~Membership~~to ~~Interests~~potentially ~~bearing~~locate, ~~14.0%~~purchase, ~~annual yield~~ and ~~the~~develop ~~right~~a ~~for~~parcel ~~Class-B~~of ~~Preferred~~land ~~Profit~~in ~~Share~~Virginia ofthat ~~30%.~~we ~~Both, the Class-B~~intend ~~Preferred~~to ~~Yield~~consist ~~and~~of ~~the~~at ~~Class-B~~least ~~Preferred~~5 ~~Profit~~acres ~~Share~~and ~~are~~be ~~payable~~located towithin ~~Class-B~~Richmond, ~~LLC~~Virginia ~~Member~~metropolitan ~~upon~~area. ~~completion~~As of the ~~Seasons~~date ~~Creek project~~of orthis asreport, ~~declared~~we byhave not ~~our~~reached ~~Board~~any ofmaterial ~~Directors~~agreements for ~~$50,000~~a ~~per~~purchase ~~unit~~of orsuch ~~aggregate~~land. ~~$500~~Furthermore,~~000~~ ~~for~~presently 10we ~~units.~~have Tono ~~the~~material ~~date~~agreements ofbased ~~this~~on ~~report~~which we ~~have~~could ~~received~~determine ~~funds~~the inminimum amount of ~~$250,000~~proceeds that iswould ~~equal~~be required to purchase such land. In our estimate, the purchase of 5such ~~units.~~land Asfor aour ~~result~~Alliance ~~from~~Business ~~this~~Park ~~sale,~~project ~~upon receipt~~would ofrequire ~~funds~~approximately in$0.5-2.25 ~~aggregate~~million ~~amount~~for ofpurchasing ~~$500~~land,~~000~~ ~~our~~creating the ~~ownership~~business inpark ~~Seasons~~development ~~Creek~~concept, ~~Development~~and ~~LLC~~conducting ~~will~~rezoning beactivities. ~~diluted~~The ~~from~~amount ~~100%~~of toproceeds ~~67% and~~that ~~structured~~we raise in ~~form~~our ofinitial public 20offering ~~Units~~will ofdetermine ~~Class-A~~which ~~Preferred~~way ~~Share~~we ~~LLC~~proceed ~~Membership~~to ~~Interests~~finance ~~bearing~~the 14potential land purchase for this project.0% ~~annual~~We ~~yield~~anticipate ~~and~~financing this ~~Class~~$0.5-~~A Preferred~~2.25 ~~Profit~~million ~~Share~~either from the proceeds of ~~30%,~~initial ~~both~~public ~~payable~~offering toof usour ~~upon~~common ~~completion~~shares, ofwhich ~~the~~was ~~Seasons~~effectuated ~~Creek~~by ~~project~~the SEC oron asSeptember ~~declared~~8, 2016, or by causing our ~~Board~~subsidiary, ~~of Directors~~Alliance Business Park LLC, to issue and 1sell ~~Unit~~its ~~Common~~securities ~~Share~~in ~~LLC~~one ~~Membership~~or more ~~Interests~~private offerings. ~~Furthermore,~~As ~~upon~~of ~~completion~~the date of this ~~sale~~report, we ~~have~~cannot ~~entered~~assure ~~into~~our ~~the Amended~~shareholders, ~~and~~including ~~Restated~~those ~~Exclusive~~who ~~Construction~~may ~~Management~~invest ~~Agreement~~into our ~~with~~initial ~~new~~public ~~member~~offering ofor ~~Seasons~~into ~~Creek~~any ~~Development~~private ~~LLC~~offerings ~~entitling~~related us to ~~approximately~~our ~~$1.75~~Alliance ~~million~~Business inPark ~~construction~~project, ~~management~~that ~~fees~~we ~~payable~~will have the necessary financing to uspurchase ~~upon~~the ~~completion~~land, ofor to complete a conceptual design, or successfully execute the ~~Seasons~~Alliance ~~Creek~~Business Park project.

River City Park LLC: On May 3, 2016, we formed a limited liability company in the Commonwealth of Virginia, River City Park LLC, of which the Company currently owns 100%, in order to locate, purchase, and develop a parcel of land in Central Virginia that we intend to consist of at least 400 acres located on a river. At the date of this report, we are seeking land and have not reached any material agreements for an acquisition of such land. We intend develop such land and to build a mixed-use neighborhood comprising at least 5 million square feet of buildable space, which would encompass our Organic Community (TM pending registration) concept. Upon completion, we intend to create and operate a master association, which would oversee and the management of property associations located within the community and would maintain and continually improve common areas, including but not limited to parks, educational, healthcare and other facilities. While we are planning to sell certain properties within the community (for example small-bay retail, condos, and single-family homes), we are planning to continue owning and operating certain other properties (for example commercial plazas, office buildings, and apartment residence rentals). At the date of this report, we cannot assure, that we will have the necessary financing to purchase of the land we contemplate purchasing for our River City Park project.

Generally, we intend to organize a new limited liability company for each project in the state of geographic location of the subject project (each a “Project LLC”). The Project LLCs are taxable as a partnership. With few exceptions, we usually form each Project LLC and initially purchase and own 100% of its equity upon payment of deposits on land under contract. Consecutively, we plan to undertake private offerings of limited membership interests of the Project LLC for the amounts required to purchase land under contract and conduct construction works. Upon receiving investments, our ownership and profit share in the Project LLC is diluted based on the amounts contribute by investors into the project. There is no dilution of our Common Stock occurring upon receiving investments into the Project LLC. Although we aim to own at least 51% of the limited membership interests in each Project LLC, we often result in owning less than 51% of the limited membership interests in each Project LLC. For this reason, we may not have the authority to exercise full control and requisite voting power over the Project LLC business affairs, including but not limited the control over the implementation and payments under the operating agreements, which obliges the Project LLC to pay our construction management fees. Notwithstanding the above statement, all decisions that may render a significant effect on the Project LLC business require unanimous vote of all members, including our vote. These decisions include:

	(1)	Dissolution or winding up of the Project LLC;
	(2)	Any merger or consolidation of the Project LLC;
	(3)	Any sale, exchange, mortgage, pledge, encumbrance, lease or other disposition or transfer of all or substantially all of the assets of the Project LLC;
	(4)	Declaration of any payment by the Project LLC beyond the payments approved by members

	(5)	Any amendment to the operating agreement of the Project LLC;
	(6)	Any amendment, restatement or revocation of the Articles of Organization of the Project LLC, except (a) as provided to effectuate a change in the principal place of business of the Project LLC, (b) to change the name of the Project LLC, (c) as required by applicable law;
	(7)	Any material change in the business purpose of the Project LLC;
	(8)	Any transfer of limited membership interest to any person;
	(9)	The incurrence of any indebtedness for borrowed money by the Project LLC;
	(10)	Any purchase, lease or other acquisition, in any single transaction or in a series of related transactions, of property or services or capital equipment inconsistent with an approved business plan;
	(11)	Any capital expenditures or series of related capital expenditures, that exceed the amount provided therefor in the most recently approved operating budget of the Project LLC (after taking into account any general spending overrun provisions contained in the approved business plan) or any commitment by the Project LLC to make expenditures in any project in an amount greater than the amount set forth in the approved operating budget of the homebuilding project carried out by the Project LLC;
	(12)	The acquisition of any business or entry into any partnership by the Project LLC;
	(13)	(a) the voluntary commencement or the failure to contest in a timely and appropriate manner any involuntary proceeding or the filing of any petition seeking relief under bankruptcy, insolvency, receivership or similar laws, (b) the application for or consent to the appointment of a receiver, trustee, custodian, conservator or similar official for the Project LLC, or for a substantial part of their property or assets, (c) the filing of an answer admitting the material allegations of a petition filed against the Project LLC in any proceeding described above, (d) the consent to any order for relief issued with respect to any proceeding described herein, (e) the making of a general assignment for the benefit of creditors, or (f) the admission in writing of the Project LLC’s inability, or the failure of the Project LLC to pay its debts as they become due or the taking of any action for the purpose of effecting any of the foregoing;
	(14)	Creation of any direct or indirect subsidiary of the Project LLC; and
	(15)	Any other act that would make it impossible for the Project LLC to continue to operate the business of the Project LLC.

Intellectual Property

~~Revenue~~At the date of this report, we have one patent application pending review by the U.S. Patent and Trademark Office:

To● ~~date,~~U.S. aPatent ~~significant~~Application ~~majority~~62,406,165 ~~of our revenue has been derived from our real~~-~~estate~~ ~~financing~~Wall ~~activities~~panel, ~~which~~wall wespacer, ~~anticipate~~and ~~to cease~~method asof weconstruction ~~engage~~filed inOctober ~~increasingly~~10, ~~more and more real-estate construction projects~~2016.

~~Industry~~We ~~Guide~~believe 3if ~~requires~~and ~~statistical~~when ~~disclosure~~issued, byour ~~Bank~~patents ~~Holding~~should ~~Companies.~~provide ~~Although~~adequate aprotection ~~significant majority~~ of our ~~revenue~~intellectual ~~has~~properties. ~~been~~However, ~~derived from~~at ~~our~~the ~~real-estate~~time of ~~financing~~this ~~activities~~report, we ~~are~~cannot ~~not~~assure ayou ~~banking~~that ~~institution~~any ~~and not a holding company, and therefore we believe the requirements~~ of ~~Industry~~our ~~Guide~~patents 3would ~~are~~be ~~not~~granted ~~applicable~~or toissued ~~us.~~by ~~We have merely re-lent~~ the ~~cash~~U.S. ~~received~~Patent ~~from~~and ~~our~~Trademark ~~lenders~~Office, nor toif ~~our affiliate~~issued, ~~Helpful~~that ~~Capital~~such ~~Group~~patents ~~LLC~~would ~~(entity~~not ~~under~~be ~~common~~challenged ~~control)~~with atreexamination, aand, ~~higher~~if ~~interest~~so ~~rate~~challenged, ~~with~~that ~~the~~such ~~sole~~patents ~~purpose~~would ~~of “parking”~~be ~~our~~reaffirmed ~~cash~~by ~~resources~~the ~~until~~U.S. wePatent ~~can~~and ~~use~~Trademark ~~such cash for construction projects~~Office. We ~~have~~cannot ~~“parked”~~assure ~~our~~you ~~cash~~that ~~into financial instruments only for~~ a ~~period~~third ofparty ~~time~~would ~~required~~not toinfringe ~~complete~~on ~~designing~~ our ~~business~~patents (when ~~model~~ and ~~screening~~if ~~novel~~issued) ~~construction~~and ~~technologies~~ that we ~~intend~~will ~~using~~be inable ~~our~~to ~~future~~adequately ~~construction~~protect ~~projects. Although a majority of~~ our ~~revenue~~patents toand ~~date~~other ~~has~~intellectual ~~been~~properties ~~derived~~if ~~from~~and ~~our~~as ~~financing~~required. ~~activities,~~At the ~~purpose~~date of ~~our~~this ~~financial~~report, ~~activities~~we ~~was~~cannot ~~supplemental and secondary to our engineering and construction activities~~assure, ~~which~~ ~~are~~that ~~our~~we ~~main~~will ~~purpose~~have ~~and~~the ~~course~~necessary offinancing ~~business. We engaged into financial activities in an attempt~~ to ~~decrease~~conduct our ~~operating losses~~engineering ~~and~~research ~~reduce depletion of our cash resources during the start-up~~ and ~~business~~ development ~~stage~~activities byon ~~earning~~time anor ~~interest~~at ~~surplus to finance our working capital~~all.

Subsidiaries

As of March 31, 2017, we have four subsidiaries operating within Land Development segment of our business activities:

Seasons Creek Development LLC: Our Seasons Creek Development LLC subsidiary is an entity formed for holding the assets of and for carrying out our Seasons Creek project. Seasons Creek Development LLC currently owns approximately 28.8 acres of raw land in Chesterfield County, Virginia, which has been appraised in approximately $0.98 million. The raw land is zoned to accommodate up to 70 single family homes and currently holds a tentative plan of development approval.

On October 19, 2016, Seasons Creek Development LLC sold 10 units of Class B Preferred LLC Membership Interests to an unaffiliated investor for $500,000. Immediately after the acceptance of the investor’s subscription, Seasons Creek Development LLC had $500,000 in cash and the land underlying the Seasons Creek project appraised at approximately $1 million. As of March 31, 2017, Seasons Creek Development LLC had approximately $272,095 in cash. The amount of $227,095 was spent on performing the engineering revisions of the Seasons Creek’s plan of development for the construction of 70 single family homes, payment of related fees to Chesterfield County, Virginia, and the related general and administrative expenses. As of the date of this report, there is no mortgage on the land.

As of the date of this report, we own and control 67% of Seasons Creek Development LLC through ownership of an aggregate of 1 unit of Common LLC Membership Interests and 20 units Class A Preferred Share LLC Membership Interests bearing 14.0% annual preferred yield on the $1 million appraised value of the land and the right for 30% of the project profit. The remaining 33% are owned by an unaffiliated investor through the ownership of 10 units of Class B Preferred LLC Membership Interests bearing 14.0% and the right for 30% share from the project’s profit.

WeOn ~~plan~~January ~~sourcing~~30, ~~revenues~~2017, ~~from~~Seasons ~~(a)~~Creek ~~sale~~Development ofLLC ~~our~~purchased ~~products~~1,100 ~~(b)~~Class ~~sale~~A ofPreferred ~~training~~LLC ~~programs~~Membership ~~and~~Interests ~~technical~~in ~~support~~5210 ~~associated~~W ~~with~~Shore ~~our~~Drive ~~products~~LLC, ~~(c)~~a ~~licensing~~Virginia ~~our~~limited ~~intellectual~~liability ~~property~~company, ~~(d)~~for ~~construction~~a ~~activities~~purchase price of $110,000, ~~and~~which ~~(e)~~was ~~equity~~used ~~distributions~~to ~~from~~purchase ~~our~~an ~~Project~~individual building ~~LLCs.~~lot ~~Our~~located ~~construction~~at ~~activities~~5210 ~~will~~West ~~comprise~~Shore ~~practical~~Road, ~~application~~Midlothian, ofVirginia ~~our~~23112. ~~proprietary~~On ~~products~~January 30, ~~construction~~2017, ~~methods~~Season Creek paid $110,111 ~~building~~in cash to Bay ~~process,~~Title ~~and~~Real ~~know-how~~Estate asTrust ~~outlined~~Account ~~below~~– inan escrow account operated by Bay Title LLC, the closing agent for this ~~section~~transaction. ~~Engaging~~The closing infor ~~construction~~the purchase of ~~concrete~~lot ~~walls~~was ~~using~~held ~~our~~on ~~proprietary~~January ~~wall panels~~31, is2017. ~~expected~~The tolot ~~allow~~was uspurchased tofrom ~~create~~a ~~short~~non-~~term~~affiliated ~~revenue~~seller. ~~streams~~The 1,100 ~~test~~Class A ~~our~~Preferred ~~wall~~LLC ~~panels~~Membership inInterests ~~real-time~~bear ~~products,~~14.0% Class A Preferred annual yield and ~~use~~are ~~profits to~~redeemable ~~scale~~at upany ~~our~~time. ~~business,~~As ~~and~~of tothe ~~develop,~~date of ~~measure~~this report, ~~and~~Seasons ~~prove~~Creek Development LLC owns 97.5% of the ~~cost/time~~outstanding ~~advantages~~equity ~~that~~securities weof ~~plan~~5210 onW ~~selling~~Shore toDrive ~~our~~LLC. ~~customers~~The remaining ~~and~~2.5% ~~allies~~are ~~and~~owned ~~use~~jointly inby ~~the~~Gurin ~~development~~Group ofLLC, which is operated by our ~~proprietary~~officer ~~building~~and ~~kits~~director, Mr. ~~Engaging~~Sergey ~~into~~Gurin, ~~construction~~Ms. Tatyana Gurina, daughter of ~~new~~our ~~properties~~officer and director, ~~such~~Mr. asSergey Gurin, ~~including~~ and by Ms. Ganna Mikheleva, ~~but~~one ~~not~~of ~~limited~~our employees. We are planning to use this lot to build and sell a 4,350 ~~the~~square 70feet ~~homes~~single-family home to 5210 W Shore Drive LLC in ~~our~~2017 ~~Seasons~~at ~~Creek~~the ~~project~~then current market value. Alternately, is5210 ~~expected~~W toShore ~~allow~~Drive usLLC has the right to ~~establish~~elect ~~mid-term~~redeeming ~~revenues~~the Class A Preferred Shares, at which time and date the Class A Preferred yield becomes due and ~~profits~~payable. ~~Engaging~~At in the ~~development~~date of ~~the~~this ~~master~~report, ~~plans~~we ~~for~~cannot ~~our~~assure, ~~Organic~~that ~~Communities~~we TMwill ishave ~~expected~~the necessary financing to ~~allow~~conduct ~~us to~~our ~~form~~Seasons aCreek ~~long-term~~project ~~revenue~~on ~~pipeline~~time ~~with~~or ~~lasting~~at ~~benefits~~all. ~~for~~Seasons ~~our~~Creek ~~target~~Development ~~market~~LLC ~~groups,~~has asprocured ~~well~~this asbuilding ~~for~~lot to ~~our~~test ~~Company~~its ~~and~~single-family ~~stockholders~~building kit building process in the actual project.

WeRiver ~~anticipate~~City ~~deriving~~Park aLLC ~~portion~~– ofOn ~~our~~May ~~future~~3, ~~revenues~~2016, ~~in form of equity distributions from our Project LLCs. When~~ we ~~complete~~formed a ~~building~~limited ~~project~~liability ~~and~~company ~~prior to a liquidation of the Project LLC, we plan to derive,~~ in ~~addition to~~ the ~~construction~~Commonwealth ~~management fee, revenue from the distribution~~ of our equity and profit share in the Project LLC. This income is reported to us by the Project LLC on IRS Form K-1. Our equity and profit share is determined in accordance to the Project LLC’s operating agreementVirginia, ~~and generally varies upon a level~~River ofCity ~~our~~Park ~~equity contribution into the Project~~ LLC~~. For example~~, ~~if upon organization of the Project LLC, we contribute cash~~ in ~~the amount~~order ~~required for placing a deposit on a land purchase which equals~~ to ~~20%~~locate, ~~of the land~~ purchase ~~price~~, and ~~our~~develop ~~building~~a ~~partners contribute~~parcel ~~cash equal to 80%~~ of ~~the~~ land ~~purchase price, our equity contribution is considered at 20%, and, therefore, our equity share~~ in ~~the~~Virginia ~~net~~that ~~income of the Project LLC is also considered to be 20%. If, for further example,~~ we ~~contribute~~intend ~~our corporate guarantees for the repayment of construction loans the Project LLC undertakes~~ to ~~finance~~consist ~~building~~ of ~~property~~at onleast ~~the land, we~~400 ~~may~~acres ~~receive,~~located on a ~~per case basis, an additional equity share in the Project LLC~~river. Also for further example, if during the construction phase, we agree to defer our construction management fees till the completion of the project, we may receive, on a per case basis, an additional equity share in the Project LLC. Each time we receive any membership equity share in the Project LLC, such equity share is recorded by amendment of the appropriate Exhibit A of the operating agreement for the Project LLC. Because the project LLCs are formed for the purposes of carrying out a construction project, we recognize this revenue as revenue from our construction activities. We ~~consider~~currently aown ~~building~~100% ~~project completed when the property owned by the project LLC is sold. The value~~ of the ~~LLC membership~~outstanding ~~equity~~securities ~~subject to distribution to us~~ and ~~other~~control ~~LLC~~100% ~~members, if any, is calculated by deducting the total capitalized costs and the project operating expenses from the gross profit~~ of the ~~project~~voting ~~LLC~~power ~~calculated~~over ~~in accordance to GAAP. The gross~~River ~~profit~~City isPark ~~determined by deducting the realtor commissions and closing costs from the aggregate sale amount for which the property owned by the project~~ LLC ~~is sold~~. ~~Our construction management fees are deducted from the gross profit, among other operating expenses of the Project LLC~~

WeWashington ~~plan~~Woods onLLC ~~selling~~– ~~the~~On ~~properties~~December ~~we build~~15, ~~directly and in cooperation with our strategic partners~~2016, ~~through~~we ~~licensed~~formed ~~real~~a ~~estate brokers~~limited ~~and~~liability ~~their~~company ~~associate~~in ~~realtors.~~the ~~Our~~Commonwealth ~~marketing~~of ~~strategy is focused on advertising through digital and social media~~Virginia, ~~including~~Washington ~~Internet~~Woods ~~websites~~LLC, ~~which~~in weorder ~~intend~~ to ~~allow~~locate, uspurchase, toand ~~incrementally~~develop ~~decrease~~a ~~marketing~~parcel, ~~costs~~or ~~and~~multiple ~~market~~adjacent ~~the~~parcels, ~~properties~~of weland ~~build to buyers~~ in ~~combination~~Central ~~with~~or ~~mortgage~~Northern ~~payment~~Virginia that ~~calculators~~we ~~and~~intend ~~other~~to ~~digital~~consist ~~tools~~of ~~available~~at ~~throughout~~least ~~the~~100 ~~Internet~~acres. We ~~also~~currently ~~intend to~~own ~~advertise~~100% ~~through~~of ~~traditional~~the ~~marketing~~outstanding ~~sources,~~securities ~~including~~and ~~but~~control ~~not~~100% ~~limited~~of tothe ~~newspapers~~voting power ~~and~~over ~~local~~Washington ~~and~~Woods ~~regional publications~~LLC.

~~Cost~~Alliance Business Park LLC – On December 15, 2016, we formed a limited liability company in the Commonwealth of ~~Revenue~~Virginia, Alliance Business Park LLC, in order to locate, purchase, own and develop a parcel of land in Virginia that we intend to consist of at least five acres. We currently own 100% of the outstanding securities and control 100% of the voting power over Alliance Business Park LLC.

~~Cost~~Generally, ofwe ~~revenue~~intend ~~primarily~~to ~~consists~~organize a new limited liability company for each project in the state of ~~our~~geographic ~~inventory~~location of ~~home~~the ~~kits~~subject project (each a “Project LLC”). Usually, asthe ~~well~~Project LLCs are taxable as ~~(when~~a partnership. We manage the Project LLCs under an Operating Agreement for each entity and ifmanage weconstruction ~~engage~~of ~~into~~properties under the ~~manufacturing~~project ofunder ~~our~~the ~~home~~Construction Management ~~kits)~~Agreements ~~manufacturing,~~we ~~packaging~~sign with the Project LLC partners/investors. With few exceptions, ~~assembly~~we usually form each Project LLC and ~~testing~~initially purchase ~~costs~~and ~~for~~own ~~our~~100% ~~home~~of ~~kits,~~its ~~shipping~~equity ~~costs,~~upon ~~costs~~payment of ~~contracted~~deposits ~~labor~~on land under contract. Consecutively, ~~including~~we plan to undertake private ~~stock-based~~offerings ~~compensation,~~of ~~warranty~~limited ~~costs~~membership ~~and~~interests ~~write-downs~~of the Project LLCs for ~~excess~~the amounts required to purchase land under contract and ~~obsolete~~conduct construction ~~inventory~~works. ~~Because~~Upon ~~currently~~receiving investments, our ~~activities~~ownership and profit share in the Project LLCs is diluted based on the amounts contribute by investors into the ~~home~~project. ~~kit~~There ~~segment~~is ~~are~~no ~~limited~~dilution of our Common Stock occurring upon receiving investments into the Project LLCs. Although we aim to ~~engineering~~own ~~and~~at ~~market~~least ~~research~~51% of the limited membership interests in each Project LLC, ~~and~~we ~~because~~may result in owning less than 51% of the limited membership interests in each Project LLC. For this reason, we ~~currently~~may not have nothe ~~inventory~~authority ~~for~~to ~~resale~~exercise full control and requisite voting power over the Project LLC’s business affairs, weincluding but not limited the control over ~~have~~the noimplementation ~~cost~~and payments under the operating agreements, which obliges the Project LLC to pay our construction management fees. Notwithstanding the above statement, all decisions that may render a significant effect on the Project LLC business require unanimous vote of ~~revenue~~all members, including our vote. These decisions include:

	(1)	Dissolution or winding up of the Project LLC;

	(2)	Any merger or consolidation of the Project LLC;

	(3)	Any sale, exchange, mortgage, pledge, encumbrance, lease or other disposition or transfer of all or substantially all of the assets of the Project LLC;

	(4)	Declaration of any payment by the Project LLC beyond the payments approved by members

	(5)	Any amendment to the operating agreement of the Project LLC;

	(6)	Any amendment, restatement or revocation of the Articles of Organization of the Project LLC, except (a) as provided to effectuate a change in the principal place of business of the Project LLC, (b) to change the name of the Project LLC, (c) as required by applicable law;

	(7)	Any material change in the business purpose of the Project LLC;

	(8)	Any transfer of limited membership interest to any person;

	(9)	The incurrence of any indebtedness for borrowed money by the Project LLC;

	(10)	Any purchase, lease or other acquisition, in any single transaction or in a series of related transactions, of property or services or capital equipment inconsistent with an approved business plan;

	(11)	Any capital expenditures or series of related capital expenditures, that exceed the amount provided therefor in the most recently approved operating budget of the Project LLC (after taking into account any general spending overrun provisions contained in the approved business plan) or any commitment by the Project LLC to make expenditures in any project in an amount greater than the amount set forth in the approved operating budget of the homebuilding project carried out by the Project LLC;

	(12)	The acquisition of any business or entry into any partnership by the Project LLC;

	(13)	(a) the voluntary commencement or the failure to contest in a timely and appropriate manner any involuntary proceeding or the filing of any petition seeking relief under bankruptcy, insolvency, receivership or similar laws, (b) the application for or consent to the appointment of a receiver, trustee, custodian, conservator or similar official for the Project LLC, or for a substantial part of their property or assets, (c) the filing of an answer admitting the material allegations of a petition filed against the Project LLC in any proceeding described above, (d) the consent to any order for relief issued with respect to any proceeding described herein, (e) the making of a general assignment for the benefit of creditors, or (f) the admission in writing of the Project LLC’s inability, or the failure of the Project LLC to pay its debts as they become due or the taking of any action for the purpose of effecting any of the foregoing;

	(14)	Creation of any direct or indirect subsidiary of the Project LLC; and

	(15)	Any other act that would make it impossible for the Project LLC to continue to operate the business of the Project LLC.

Revenue

To date, a significant majority of our revenue has been derived from our mortgage financial activities, which we ceased in 2016 as we gradually engaged in increasingly more engineering, land development and construction activities.

We plan deriving our future revenues from the following activities:

	●	sale of our products, along with sale of training programs and technical support associated with our products;

	●	sale of individual building lots as we develop raw land and prepare it for construction;

	●	licensing our intellectual properties;

	●	construction management activities as we originate and commence more projects; and

	●	equity distributions from our Project LLCs when we own an equity in our projects.

We will attribute and report in future filings the revenues from sale of our products, intellectual properties and the related training programs and technical support to our engineering activities. We will attribute and report in future filings the revenues from the sale of individual building lots we develop from raw land to our land development activities. We will attribute and report in future filings the revenues from the sale of construction management services to the construction activities.

Gross Profit

Gross profit is the difference between the revenue and the cost of revenue. We price our properties based on market and competitive conditions in local markets, and from time to time may reduce the price per square feet of our products as market and competitive conditions change. If we are unable to decrease the cost of our products in line with the sale price decrease, we may experience a reduction in our gross profit and gross margin.

Selling, General and Administrative Expenses

Selling, general and administrative expense primarily consists of personnel related expenses (including stock based compensation), sales commissions, field inspection expenses, travel expenses, professional and consulting fees, legal fees, depreciation expense, and other operating expenses. We expect selling, general and administrative expenses to increase on an absolute basis in the future as we expand our involvement into construction projects and hire more project management, sales, marketing, finance and administrative personnel, and we incur additional expenses associated with operating as a public company.

Research and Development Expenses

Research and development expense primarily consists of prototyping and testing of prototypes of novel construction methods and instruments, and personnel related expenses (including stock based compensation), intellectual property license costs, engineering design development costs, technology evaluation costs, depreciation expense and other expenses related to our research and development of novel construction methods. Research and development activities include the design of new construction elements, methods, systems and processes, refinement of existing elements, methods, systems and processes and product development, including obtaining the appropriate product approvals to ensure compliance with required architectural specifications and building codes. All research and development costs are expensed as incurred. We expect our research and development expenses to increase on an absolute basis as we continue to expand our involvements into developing novel construction elements, methods, systems and processes.

Interest Expense

Interest expense consists of interest expense related to our obligations under convertible debt and non-convertible debt. Notes payable in aggregate amount of $1,000,000 consists of the following at March 31, 2017:

● Zimas $1 Million Note and Amended and Restated Zimas Note: InA ~~April 2013, we issued an unsecured non-recourse~~ convertible promissory note in the principal amount of $1,000,000 ~~to Zimas LLC, a principal stockholder. The note accrued interest at an annual rate of 8.0%, payable annually, matured on March 31, 2016, and~~ was ~~convertible~~issued ~~into common stock at a conversion rate of $1.60 per share. As of December 31, 2015, the amount of accrued interest was $80,000, which was paid~~ in ~~January~~March ~~2016~~2013. ~~The~~On ~~full~~May ~~amount of principal and accrued interest was due and payable within 30 days from maturity date. During the nine months ended September 30~~16, 2016 ~~and 2015~~, the Company ~~made~~repaid ~~payments for interest totaling~~ $80400,000 and ~~$80,000,~~issued ~~respectively.~~a ~~The~~restated ~~note~~and ~~was~~amended ~~payable~~note ~~upon~~for ~~demand at any time before~~ the ~~maturity~~remaining ~~date upon 100 days’ prior notice. However, upon early demand, the outstanding principal~~ amount ~~would~~due ~~have been discounted 20% and an early termination penalty will apply. Zimas LLC is owned and controlled by Ms. Zena Katz, who is the sister~~ of ~~Ms. Fay Katz~~$600,000 aas ~~75% owner of FVZ, LLC,~~ a ~~founder~~non-convertible ~~and principal stockholder of the Company~~note. OnThe ~~April 29, 2016, Zimas and the Company entered into in a Loan Amendment and Extension Agreement (the “Note Extension Agreement”) pursuant to which (i) the~~ note’s ~~maturity~~accrues ~~date was extended to June 30, 2016 with increased~~ interest ~~accruing~~ at ~~the~~an ~~non-compounding~~annual rate of 10.0%, ~~for~~payable ~~the period from April 1~~quarterly, ~~2016~~ and ~~ending~~matured ~~at the earlier of (a) date of repayment, or (b)~~ on June 30, 2016 ~~and (ii) the note was no longer secured by or convertible into 625,000 shares of common stock~~. InAs ~~connection with the Note Extension Agreement, the Company issued Zimas a warrant exercisable for 625,000 shares~~ of ~~common stock for $1.60 per share from January 1, 2018 to~~ December 31, ~~2028.~~2016, ~~This warrant was valued using~~ the ~~Black-Scholes~~amount ~~model using a volatility~~ of ~~87.85%~~accrued ~~(derived~~interest ~~using~~was ~~the average volatility of three similar public companies)~~$70,192 ~~an expected term of 1.7 years~~ and ~~a discount rate of 0.77%. The fair value of~~ the ~~warrant~~note ~~of $434,182~~ was ~~treated~~in asdefault afor ~~debt~~non-payment ~~discount~~of onprincipal ~~the~~and ~~note payable~~interest. ~~The~~On ~~debt~~January ~~discount was amortized over the life of the note~~27, ~~which was due on June 30~~2017, ~~2016~~an ~~and~~extension ~~amortization~~to ofthis ~~debt~~loan ~~discount expense of $434,182~~ was ~~recorded~~made ~~for~~extending the ~~six~~maturity ~~months~~date ~~ended~~to June 30, ~~2016.~~2017 ~~The Company has no rights to redeem the warrant. The warrant also specifies that if Zimas exercises~~ and ~~continues to own more than 5% of~~ the ~~outstanding~~note ~~Common~~was ~~Stock,~~combined ~~Zimas~~with ~~will~~previously beconvertible ~~entitled~~note towith ~~nominate~~principal ~~representative to the Company’s Board of Directors. On May 16, 2016, we paid Zimas the~~ amount of $400,000. ~~from~~The collateral for the ~~amount~~combined ofloan ~~$510,000~~are ~~received~~Class-A ~~from~~Preferred ~~assignment~~Membership Interests of our ~~first mortgage on real property located in Miami~~subsidiary, FLSeasons toCreek ~~Thriving~~Development ~~Investments pursuant to a Stipulation of Settlement~~LLC, ~~entered~~with ~~into~~conversion onrate ~~March 31~~$50,000 ~~2016,~~per ~~among HCG, Thriving Investments and FVZ, LLC~~unit. As of ~~May~~March 1631, ~~2016~~2017, the amount of accrued interest ~~was $32,548~~ under ~~the~~combined ~~convertible~~loan $1was ~~Million Zimas note. The Company is in default for non-payment of the interest. Restated and amended note for the remaining amount due under convertible note of~~ $~~600~~126,~~000 was issued as a non-convertible note on May 16, 2016~~844. ~~The~~During ~~note~~the ~~accrues~~three ~~interest~~months atended anMarch ~~annual rate of 10.0%~~31, ~~payable quarterly~~2017, ~~and~~the ~~matured~~Company ondid ~~June~~not ~~30,~~make ~~2016.~~any Aspayments offor ~~September 30, 2016 the amount of accrued~~ interest ~~was $22,520~~. ~~This~~The ~~note~~Company is in default for non-payment of ~~principal and interest from July 1, 2016. As of September 30, 2016, we owe Zimas under~~ the ~~restated and amended non-convertible note the principal amount of $600,000 and accrued~~ interest ofat ~~$55,068,~~March ~~or the aggregate of $655~~31,~~068.~~ ~~We anticipate financing the repayment of $655,068 from obtaining new investments into (i) the Company and/or (ii) subsidiary Project LLC companies~~2017.

● Zimas $400,000 Note. In June 2014, we issued a secured convertible promissory note in the principal amount of $400,000 to Zimas (the “Zimas $400,000 Note”). The Zimas $400,000 Note bears interest at the rate of 8.0% per annum, payable quarterly, matures on June 29, 2017, is secured by 250,000 shares of Common Stock and is convertible at any time by the holder thereof into 250,000 shares of Common Stock at a rate of $1.60 per share. The Zimas $400,000 Note is payable upon demand at any time before the maturity date upon 100 days’ prior notice. However, upon early demand, the outstanding principal amount shall be discounted 20% and an early termination penalty will apply. As of December 31, 2015, the amount of accrued interest was $32,444, which was paid in January 2016. As of September 30, 2016, the amount of accrued interest was $24,356. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $32,444 and $16,445, respectively. ● In February, April, and June, 2016, the Company received notes payable with an aggregate principal amount of $100,000 issued from an affiliated company. The notes accrued interest at an annual rate of 5.0%, payable quarterly, and were to mature on December 31, 2017. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $1,260 and $0, respectively. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $858 and $0, respectively. On September 30, 2016 a principal amount of $100,000 was repaid by the Company by assignment of notes receivable due to the Company with principal amount of $100,000 in non-cash transaction (See Note 4 and 10). ● On February 22, 2016, the Company received $10,000 for note payable issued from an affiliated company. The note accrues interest at an annual rate of 5.0%, payable quarterly, and matures on December 31, 2017. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $126 and $0, respectively. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $178 and $0, respectively (see Note 10). ● In February, March, April, May and June, 2016, the Company received an aggregate principal amount of $100,000 for notes payable issued from the Company’s founder. The notes accrue interest at an annual rate of 5.0%, payable quarterly, and mature on December 31, 2017. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $1,260 and $0, respectively. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $931 and $0, respectively (see Note 10). ● On June 30, 2016, the Company received $50,000 for note payable issued from the Company’s founder. The note accrues interest at an annual rate of 8.0%, payable quarterly, and matures on December 31, 2017. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $1,008 and $0, respectively. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $11 and $0, respectively (see Note 10). ● In July and August, 2016, the Company received an aggregate principal amount of $25,000 for notes payable issued from an affiliated company. The note accrues interest at an annual rate of 8.0%, payable quarterly, and matures on December 31, 2017. As of September 30, 2016 and December 31, 2015, the amount of accrued interest was $ 444 and $0, respectively. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $0 and $0, respectively. On September 30, 2016 a principal amount of $25,000 was repaid by the Company by assignment of notes receivable due to the Company with principal amount of $25,000 in non-cash transaction (see Note 4 and Note 10).

● InZimas ~~July~~$400,000 ~~2016,~~Note. ~~the~~Convertible ~~Company~~note ~~received~~in anthe ~~aggregate~~ principal amount of $75400,000 ~~for~~was ~~note payable~~ issued ~~from~~in ~~the~~June ~~Company’s founder~~2014. The ~~notes~~note ~~accrue~~accrued interest at an annual rate of 8.0%, payable ~~quarterly~~annually, ~~and~~with ~~mature~~maturity onin ~~December~~June ~~31,~~ 2017. AsThis ofnote ~~September~~was ~~30,~~convertible ~~2016~~into ~~and~~common ~~December~~stock ~~31,~~at ~~2015,~~a ~~the~~conversion ~~amount~~rate of ~~accrued interest was~~ $1~~,121~~.60 ~~and~~per ~~$0, respectively~~share. ~~During~~Termination ~~the~~could ~~nine~~occur ~~months~~prior ~~ended~~to ~~September 30, 2016 and 2015,~~ the ~~Company~~maturity ~~made~~date ~~payments~~ for ~~interest~~any ~~totaling~~reason $0with ~~and $0, respectively (see Note 10). ● In August, 2016, the Company received~~ an ~~aggregate~~early ~~principal~~withdrawal ~~amount~~notice ofone ~~$52,000~~hundred ~~for~~days ~~note~~prior ~~payable~~to ~~issued from~~ the ~~Company’s~~withdrawal ~~founder~~date. ~~The~~If ~~note~~an ~~accrues~~early ~~interest~~withdrawal atdoes anoccur ~~annual~~the ~~rate~~principal ofloan ~~12.5%,~~amount ~~payable~~shall ~~monthly,~~be ~~and~~discounted ~~matures~~by ontwenty ~~December 31, 2017~~percent. As of ~~September 30, 2016 and~~ December 31, ~~2015~~2016, the amount of accrued interest was $~~534 and $0~~32, ~~respectively~~533. ~~During~~On ~~the~~January ~~nine months ended September 30~~27, ~~2016 and 2015~~2017, ~~the~~an ~~Company~~amendment ~~made~~to ~~payments~~this ~~for~~loan ~~interest~~was ~~totaling~~made $0increasing ~~and $0, respectively (see Note 10). ● In August and September, 2016,~~ the ~~Company~~annual ~~received~~rate ~~an aggregate principal amount of $80,000 for notes payable issued~~ from ~~an affiliated company~~8.0% ~~The~~to ~~note accrues interest at an annual rate of 8~~10.0%, payable quarterly, and ~~matures~~this onloan ~~December 31, 2017. As of September 30, 2016 and December 31, 2015, the amount of accrued interest~~ was ~~$1,146~~combined ~~and~~with ~~$0,~~non-convertible ~~respectively.~~note ~~During~~with ~~the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $0 and $0, respectively. On September 30, 2016 a~~ principal amount of $75600,000. ~~was~~The ~~repaid~~collateral byfor the ~~Company~~non-convertible bycombined ~~assignment~~loan ~~of notes receivable due to the Company~~ with principal amount of $~~75,000~~1 inmillion ~~non~~are Class-~~cash~~A ~~transaction~~Preferred ~~(see~~Membership ~~Note~~Interests 4of ~~and~~our ~~Note~~subsidiary, ~~10).~~Seasons ●Creek InDevelopment ~~September~~LLC, ~~2016,~~with ~~the~~conversion ~~Company~~rate ~~received an aggregate principal amount of~~ $50,000 ~~for~~per ~~note~~unit ~~payable~~and ~~issued from~~ the ~~Company’s~~loan ~~founder.~~is ~~The~~no ~~notes~~longer ~~accrue~~convertible ~~interest~~into atshares ~~an annual rate~~ of ~~12.5%,~~Common ~~payable~~Stock ~~quarterly, and mature on December 31, 2017. As~~ of ~~September 30, 2016 and December 31, 2015,~~ the ~~amount~~Company of(See ~~accrued~~note ~~interest was $205 and $0, respectively~~5). During the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, the Company made payments for interest totaling $0 and $032,444, respectively ~~(see Note 10)~~.

Notes payable with related parties in aggregate amount of $675,000 consists of the following at March 31, 207:

●	On February 22, 2016, the Company received $10,000 for a note payable issued from an affiliated company. The note accrues interest at an annual rate of 5.0%, payable quarterly, and matures on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $249 and $126, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $0 and $0, respectively (see Note 6).

●	In February, March, April, May, and June, 2016, the Company received an aggregate principal amount of $100,000 for notes payable issued from the Company’s founder. The notes accrue interest at an annual rate of 5.0%, payable quarterly, and mature on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $2,493 and $1,260, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $0 and $0, respectively (see Note 6).

●	On June 30, 2016, the Company received $50,000 for note payable issued from the Company’s founder. The note accrues interest at an annual rate of 8.0%, payable quarterly, and matures on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $1,994 and $1,008, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $0 and $0, respectively (see Note 6).

●	In July 2016, the Company received an aggregate principal amount of $75,000 for note payable issued from the Company’s founder. The notes accrue interest at an annual rate of 8.0%, payable quarterly, and mature on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $1,479 and $1,512, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $1,512 and $0, respectively (see Note 6).

●	In August 2016, the Company received an aggregate principal amount of $52,000 for note payable issued from the Company’s founder. The note accrues interest at an annual rate of 12.5%, payable monthly, and matures on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $1,051 and $534, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $1,086 and $0, respectively (see Note 6).

●	In August 2016, the Company received an aggregate principal amount of $5,000 for note payable issued from an affiliated company. The note accrues interest at an annual rate of 12.5%, payable quarterly, and matures on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $154 and $158, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $158 and $0, respectively (see Note 6).

●	In September 2016, the Company received an aggregate principal amount of $50,000 for note payable issued from the Company’s founder. The notes accrue interest at an annual rate of 12.5%, payable quarterly, and mature on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $3,116 and $1,575, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $0 and $0, respectively (see Note 6).

●	In October 2016, the Company received a principal amount of $5,000 for note payable issued from the Company’s founder. The note accrues interest at an annual rate of 12.5%, payable quarterly, and matures on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $154 and $139, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $139 and $0, respectively (see Note 6).

●	In November 2016, the Company received an aggregate principal amount of $20,000 for notes payable issued from an affiliated company. The notes accrue interest at an annual rate of 5.0%, payable quarterly, and mature on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $247 and $156, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $156 and $0, respectively (see Note 6).

●	In November 2016, the Company received a principal amount of $5,000 for note payable issued from the Company’s founder. The note accrues interest at an annual rate of 12%, payable quarterly, and matures on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $148 and $64, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $0 and $0, respectively (see Note 6).

●	In November 2016, the Company received a principal amount of $5,000 for note payable issued from the Company’s founder. The note accrues interest at an annual rate of 12%, payable quarterly, and matures on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $148 and $61, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $61 and $0, respectively (see Note 6).

●	In December 2016, the Company received an aggregate principal amount of $55,000 for notes payable issued from an affiliated company. The notes accrue interest at an annual rate of 12.0%, payable quarterly, and mature on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $1,627 and $278, respectively. During the three months ended March 31, 2017 and 2016, the Company made payments for interest totaling $278 and $0, respectively (see Note 6).

●	In January, February and March 2017, the Company received an aggregate principal amount of $140,000 for notes payable issued from the Company’s founder. The notes accrue interest at an annual rate of 12%, payable quarterly, and mature on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $2,382 and $0, respectively. During the three months ended March 31, 2017 and 2016, the Company did not make any payments for interest, respectively (see Note 6).

●	In January, February and March 2017, the Company received an aggregate principal amount of $85,000 for notes payable issued from an affiliated company. The notes accrue interest at an annual rate of 12.0%, payable quarterly, and mature on December 31, 2017. As of March 31, 2017, and December 31, 2016, the amount of accrued interest was $1,746 and $0, respectively. During the three months ended March 31, 2017 and 2016, the Company did not make any payments for interest, respectively (see Note 6).

Net Loss

As reflected in the accompanying ~~unaudited~~consolidated financial statements, the Company had a net loss attributable to the Company of $1260,~~062,643~~ 747 and $~~248~~272,~~281for~~400 for the ~~nine~~ three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, respectively. The ~~increase~~4% decrease in net operating loss was attributed to the 69% decrease in professional fees since during first quarter of 2016 we incurred approximately $~~814~~50,~~362~~000 more in professional fees that were largely related to the filing of the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 23, 2016 and declared effective by the Commission on September 8, 2016. This decrease in professional fees during the three months ended March 31, 2017 was ~~attributed~~offset by no revenue due to withdrawal from financial assistance activities during the year ended December 31, 2016, our ~~active~~main source of revenue from inception, increased compensation expense as we hired more employees ~~engagement~~associated ~~into~~with an expansion of our land development and construction activities, ~~which~~including, ~~caused~~but anot ~~gradual~~limited to, performing major revisions for our plan of development for Seasons Creek project, searching for land to purchase for new projects, conducting gradually more feasibility studies for new projects, attempts to originate new projects for future customers, hiring new personnel, and other expenditures related to our core business as well as increase in ~~operating~~interest ~~expenses~~expense asdue weto ~~were~~increased ~~withdrawing~~weighted ~~from~~average ~~financial~~interest ~~assistance~~rate as well as increased weighted average of amount of the debt. We expect our active engagement into construction activities to ~~and~~generate ~~focusing~~revenues starting from second quarter of 2017 as well as a gradual increase of our operating expenses as we focus our operation on purchase and development of land for construction.

Income taxes

The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. As of ~~September~~March 3031, ~~2016~~2017 and ~~2015~~December 31, 2016, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying ~~financial~~ financial statements.

RESULTS OF OPERATIONS

~~The~~During first quarter 2017, we have continued focusing on land development and engineering activities, which did not result in any revenue yet. The following table ~~sets~~presents ~~forth~~a ~~statement~~summary of ~~income~~our ~~data~~consolidated ~~for~~results ~~the~~of ~~periods indicated~~operations:

	Three Months Ended September 30, (Unaudited)									Nine Months Ended September 30, (Unaudited)
	For the Three Months Ended
	2016			2015			Change			2016			2015			Change
	March 31,
Revenue, including interest income	$	6,390		$	73,532			(91	)%	$	144,795		$	166,579			(13	)%
	2017			2016			Change
Operating expenses:
Revenue, including interest income	$	-		$	7,872			*
Compensation		194,021			106,217			83			518,717			187,667			176
Operating expenses:
Professional Fees		37,119			65,320			(43	)		97,640			252,955			(61	)
Compensation		177,785			157,430			13	%
Interest expense		30,627			28,342			8			88,728			99,102			(10	)
Professional Fees		23,069			74,450			(69	)%
Bad debt recovery		-			-			*			-			(179,197	)		*
Interest expense		37,413			28,340			32	%
Amortization of debt discount		-			-			*			434,182			-			*
Other selling, general and administrative		30,827			20,138			53	%
Other selling, general and administrative		13,312			12,682			5			68,287			54,484			25
Total operating expenses		269,094			280,358			(4	)%
Total operating expenses		275,079			212,561			29			1,207,554			415,011			191
Loss from operations		(269,094	)		(272,486	)		(1	)%
Loss from operations		(268,689	)		(139,029	)		93			(1,062,759	)		(248,432	)		328
Other income		-			86			*
Other income		-			50			*			116			151			(23	)
Total other income		-			86			*
Total Other Income		-			50			*			116			151			(23	)
Net loss		(269,094	)		(272,400	)		(1	)%
Net loss	$	(268,689	)	$	(138,979	)		93	%	$	(1,062,643	)	$	(248,281	)		328	%
Net loss - Attributable to non-controlling interest		(8,347	)		-			*
Net loss per common share Basic and diluted	$	(0.13	)	$	(0.07	)		*		$	(0.51	)	$	(0.11	)		*
Net loss - Attributable to the Company		(260,747	)		(272,400	)		(4	)%
Weighted average Common Stock: Basic and diluted		2,100,000			2,100,000			*			2,100,000			2,360,073			*
Net loss per common share Basic and diluted	$	(0.12	)	$	(0.13	)		*
Weighted average Common Stock: Basic and diluted		2,100,000			2,100,000			*

* Percentage not meaningful.

Comparison of the Three Months Ended September 30, 2016 to the Three Months Ended September 30, 2015 (Unaudited)

As reflected in the accompanying unaudited financial statements, for the three months ended September 30, 2016 we had a net loss of $268,689, or $0.13 per basic and diluted share, as compared to net loss of $138,979, or $0.07 per basic and diluted share during the three months ended September 30, 2015, which is an increase of 93%. The change in net loss for the three months ended September 30, 2016 as compared to the three months ended September 30, 2015 was mainly caused by the increased operating expense as we became more active in organizing a revenue stream from our construction activities as well as 91% decrease in total revenue during the three months ended September 30, 2016 as compared to the three months ended September 30, 2015. These matters 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 on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenues.

Revenue

Our financial activities during the three months ended September 30, 2016 have produced $6,390 in revenue, consisting of interest income, which is a decrease of 91% as compared to $73,532 in revenue of which $37,860 was from interest income and $35,672 was earned from construction activities during the three months ended September 30, 2015. The decrease in revenue from financial activities is indicative of our withdrawal from the financial activities. The engagement within the financial activities segment was solely aimed at re-lending the cash received from our lenders at the higher interest rate in an attempt to decrease our operating losses and reduce depletion of our cash resources during the start-up and business development stage by earning an interest surplus to finance our working capital. Although a majority of our revenue to date has been derived from our financing activities, the purpose of our financial activities was supplemental and secondary to our engineering and construction activities, which are our main purpose and course of business. As the notes reach their respective maturity, or are being repaid to us prior to their maturity dates, we use the proceeds to fund our homebuilding projects, including but not limited to remitting deposits on land, paying personnel salaries, architectural and civil engineering and other expenses in order to generate revenue from our homebuilding projects. In September 2014 we have engaged into our first pilot project, called 3890 Parkside, which was a remodeling of single family house in the Chicago, IL metro area. All works under this project were completed, and the property was sold and closed on within third fiscal quarter of 2015. In December 2015, we also formed Seasons Creek Development LLC in the Commonwealth of Virginia for the purpose of acquiring the land and existing property with the purpose of building and selling a residential single-family homes to general public. Subsequently, in December 2015, we acquired land held for future development in Commonwealth of Virginia at historical cost of $211,336, which represents the purchase price. During the nine months ended September 30, 2016 the Company incurred costs attributable to the development activities in amount of $116,811, which were capitalized. We anticipate that starting from 2017, the revenue from construction activities will constitute the majority of our revenue.

Operating Expenses

Our total operating expenses during three months ended September 30, 2016 amounted to $275,079, which is an increase of approximately 29% from the total operating expenses of $212,561 during three months ended September 30, 2015. The following table illustrates the summary of our operating loss for the periods indicated:

	Three Months Ended September 30, (Unaudited)
	2016			2015
Total revenues, including interest income from the Notes	$	6,390		$	73,532
Selling, general and administrative expenses, total		275,079			212,561
Loss from operations		(268,689	)		(139,029	)
Total other income		—			50
Loss before income taxes		(268,689	)		(138,979	)
Provision for income taxes		—			—
Net loss	$	(268,689	)	$	(138,979	)
Loss per share – basic and diluted	$	(0.13	)	$	(0.07	)
Weighted average Common Stock – basic and diluted		2,100,000			2,100,000

Selling, general and administrative expenses

Interest expenses

Interest expense is related to our obligations under our convertible debt and non-convertible debt and totaled to $30,627 and $28,342 for the three months ended September 30, 2016 and 2015, respectively. The approximate 8% increase in interest expense for the three months ended September 30, 2016 was due to increased weighted average of total amount of debt securities during the three months ended September 30, 2016 as compared to the three months ended September 30, 2015.

~~Other~~Comparison ~~Income~~of the Three Months Ended March 31, 2017 to the Three Months Ended March 31, 2016 (Unaudited)

~~Other~~As ~~income~~reflected ~~consisted~~in ~~primarily~~the ofaccompanying ~~processing~~unaudited ~~fees~~financial ~~and~~statements, ~~other~~for ~~fees~~the ~~received~~three inmonths ~~connection~~ended ~~with~~March ~~the~~31, ~~repayment~~2017 ofwe ~~the~~had ~~notes~~a ~~receivable~~net loss attributable to usthe asCompany ~~well~~of $260,747, or $0.12 per basic and ~~totaled~~diluted share, as compared to net loss of $272,400, or $0.13 per basic and diluted ~~$50~~share ~~for~~during the three months ended ~~September~~March 3031, 2016, ~~and~~which ~~2015,~~is ~~respectively~~a decrease of 4%. ~~Other~~The ~~income~~change in net loss for the three months ended March 31, 2017 as compared to the three months ended ~~September~~March 3031, 2016 was mainly caused by the 69% decrease in professional fees since during first quarter of 2016 we incurred approximately $50,000 more in professional fees that were largely related to the filing of the Registration Statement on Form S-1 filed with the Securities and ~~2015~~Exchange Commission on August 23, 2016 and declared effective by the Commission on September 8, 2016. This decrease in professional fees during the three months ended March 31, 2017 was ~~insignificant~~offset by no revenue due to withdrawal from financial assistance activities during the year ended December 31, 2016, our main source of revenue from inception, increased compensation expense as we hired more employees associated with an expansion of our land development and construction activities, including, but not limited to, performing major revisions for our plan of development for Seasons Creek project, searching for land to purchase for new projects, conducting gradually more feasibility studies for new projects, attempts to originate new projects for future customers, hiring new personnel, and other expenditures related to our core business as well as increase in interest expense due to increased weighted average interest rate as well as increased weighted average of amount of the debt. These matters 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 on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenues. We expect our active engagement into construction activities to generate revenues starting from second quarter of 2017.

Net Loss

For the three months ended September 30, 2016, our net loss was $268,689. For the three months ended September 30, 2015, our net loss was $138,979. This increase in net loss of approximately 93% for the three months ended September 30, 2016 as compared to the same period in 2015 was mainly caused by the increased operating expense as we became more active in organizing a revenue stream from our construction activities, an increase in operating expenses in connection with public company compliance, as well as 91% decrease in revenue during the three months ended September 30, 2016. As we continue to further develop our business, we anticipate that our selling, general and administrative expenses will increase in absolute dollars and decrease as a percentage of total revenues as we become profitable from our homebuilding activities.

Loss per share

We reported net loss of $268,689, or $0.13 per basic and diluted share, for the three months ended September 30, 2016, compared to net loss of $138,979, or $0.07 per basic and diluted share, for the three months ended September 30, 2015. The increase in loss attributable to Common Stockholders per share, basic and diluted, for the three months ended September 30, 2016 as compared to for the same period in 2015 was caused by the increase in net loss of approximately 93%.

	Three Months Ended September 30, (Unaudited)
	2016			2015
Net loss	$	(268,689	)	$	(138,979	)
Weighted average number of common shares outstanding, basic and diluted		2,100,000			2,100,000
Net loss attributable to Common Stockholders per share, basic and diluted	$	(0.13	)		(0.07	)

Comparison of the Nine Months Ended September 30, 2016 to the Nine Months Ended September 30, 2015 (Unaudited)

As reflected in the accompanying unaudited financial statements, we ended nine months ended September 30, 2016 with net loss of $1,062,643, or $0.51 per basic and diluted share, as compared to net loss of $248,281, or $0.11 per basic and diluted share during nine months ended September 30, 2015, which is an increase of 328%. The change in net loss in the nine months ended September 30, 2016 as compared to the nine months ended September 30, 2015 was mainly caused by the increased operating expense as we became more active in organizing a revenue stream from our construction activities, as well as an increase in operating expenses in connection with the preparation of our Form S-1 and amortization of debt discount expense in connection to issuance of warrant. On April 29, 2016, the Company issued a warrant in consideration of the extension of the maturity date of convertible note payable with principal amount of $1,000,000 to June 30, 2016, to purchase up to an aggregate of 625,000 shares of Common stock of the Company, at an exercise price of $1.60 per share of Common Stock, exercisable in full or in part at any time vesting from January 1, 2018 and expiring on December 31, 2028. The fair value of the warrant of $434,182 was treated as a debt discount on the note payable. The debt discount was amortized over the life of the note, which was due on June 30, 2016 and amortization of debt discount expense of $434,182 was recorded for the nine months ended September 30, 2016. These matters 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 on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenues.

Revenue

~~Our~~From ~~financial~~inception activities during nine months ended September 30, 2016 have produced total amount of $144,795 or $21,081 in interest income and $124,214 of proceeds from the foreclosure and sale of one note, which is in total a decrease of 13% as compared to ~~$166,579~~ ~~revenue of which $130~~date,~~907~~ was from interest income and $35,672 was earned from construction activities during nine months ended September 30, 2015. Although there was slight decrease in total in revenue, there was substantial decrease in interest income of approximately 84%, which is indicative of our withdrawal from the financial activities. Although a significant majority of our revenue to ~~date~~ has been derived from our ~~financing~~mortgage ~~activities, the purpose of our~~ financial activities ~~was supplemental and secondary to our construction and engineering activities~~, which ~~are our main purpose and course of business. As the notes reach their respective maturity, or are being repaid to us prior to their maturity dates,~~ we ~~use the proceeds to fund our homebuilding projects, including~~ceased ~~but not limited to remitting deposits on land, paying personnel salaries, architectural and civil engineering and other expenses~~ in ~~order~~2016 toas ~~generate revenue from our homebuilding projects. In September 2014~~ we ~~have~~gradually engaged ~~into~~in ~~our~~increasingly ~~first~~more ~~pilot project~~engineering, ~~called 3890~~land ~~Parkside,~~development ~~which~~and ~~was~~construction ~~a remodeling of single family house in the Chicago, IL metro area~~activities. ~~All~~We ~~works~~had ~~under~~no ~~this project were~~revenues ~~completed,~~during ~~and~~ the ~~property~~three ~~was sold and closed on within third fiscal quarter of 2015. During the first four~~ months ofended ~~2015~~March ~~we also invested $775~~31,~~000~~ ~~in construction projects in Chicago~~2017, ILas ~~area,~~compared ~~from~~to ~~which we withdrew in September 2015. In March, 2015 we paid~~ $~~180~~7,~~000~~872 ~~and $235,000 to acquire 5% equity stake~~ in ~~228~~revenue ~~Racine~~from ~~LLC~~interest ~~and~~income ~~7820~~during ~~Madison~~the ~~LLC,~~three ~~respectively,~~months ~~and in April 2015~~ended weMarch ~~paid $360~~31,~~000~~ to2016. ~~acquire~~The 5%decrease ~~equity stake~~ in ~~2709~~revenue ~~Ashland~~from ~~LLC.~~financial Inactivities ~~December~~is ~~2015,~~indicative weof ~~also~~our ~~have~~withdrawal ~~formed~~from ~~Seasons~~the ~~Creek~~financial ~~Development~~activities. ~~LLC~~The inengagement within the ~~Commonwealth~~financial ofactivities ~~Virginia~~segment ~~for~~was ~~the~~solely ~~purpose~~aimed ofat ~~acquiring~~re-lending the ~~land~~cash ~~and~~received ~~existing~~from ~~property~~our ~~with~~investors ~~the purpose of building~~ and ~~selling~~lenders aat ~~residential~~the ~~single-family~~higher ~~homes~~interest torate ~~general public. Subsequently,~~ in ~~December~~an ~~2015,~~attempt weto ~~acquired~~decrease ~~land~~our ~~held~~operating ~~for~~losses ~~future development~~and inreduce ~~Commonwealth~~depletion of ~~Virginia~~our ~~for~~cash ~~$211,336.~~resources during ~~During~~ the ~~nine~~start-up ~~months~~and ~~ended~~business ~~September~~development ~~30,~~stage ~~2016,~~by ~~the~~earning ~~Company~~an ~~incurred~~interest ~~costs attributable~~surplus to ~~the~~finance ~~development~~our ~~activities~~working ~~in amount of $116,811, which were capitalized~~capital. ~~We anticipate that starting from 2017 the revenue from construction activities will constitute the majority of our revenue.~~

Although majority of our revenue to date has been derived from our financing activities, the purpose of our financial activities was supplemental and secondary to our engineering and construction activities, which are our main purpose and course of business. We anticipate that starting from second quarter 2017, the revenue from construction activities will constitute the majority of our revenue.

Operating Expenses

Our total operating expenses during ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 amounted to $1269,~~207~~094,~~554,~~ which is an ~~increase~~decrease of approximately ~~191~~4% from the total operating expenses of $~~415~~280,~~011~~358 during ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016. The ~~following~~reported ~~table~~decrease ~~illustrates~~is mainly due to the ~~summary~~69% decrease in professional fees since during first quarter of 2016 we incurred approximately $50,000 more in professional fees that were largely related to the filing of the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 23, 2016 and declared effective by the Commission on September 8, 2016. This decrease in professional fees during the three months ended March 31, 2017 was offset by increased compensation expense as we hired more employees associated with an expansion of our ~~operating~~land ~~loss~~development and construction activities, including, but not limited to, performing major revisions for ~~the~~our ~~periods~~plan ~~indicated:~~of development for Seasons Creek project, searching for land to purchase for new projects, conducting gradually more feasibility studies for new projects, attempts to originate new projects for future customers, hiring new personnel, and other expenditures related to our core business as well as increase in interest expense due to increased weighted average interest rate as well as increased weighted average of amount of the debt.

	Nine Months Ended September 30, (Unaudited)
	2016			2015
Total revenues, including interest income from the Notes	$	144,795		$	166,579
Selling, general and administrative expenses, total		1,207,554			415,011
Loss from operations		(1,062,759	)		(248,423	)
Total other income		116			151
Loss before income taxes		(1,062,643	)		(248,281	)
Provision for income taxes		—			—
Net loss	$	(1,062,643	)	$	(248,281	)
Loss per share – basic and diluted	$	(0.51	)	$	(0.11	)
Weighted average Common Stock – basic and diluted		2,100,000			2,360,073

Selling, general and administrative expenses

Selling, general and administrative expenses costs include officer compensation, salaries and benefits, stock-based compensation expense, consulting fees, legal expenses, accounting and auditing fees, investor relations costs, insurance, reporting costs and fees, ~~bad debt recovery, amortization of debt discount~~ and corporate overhead related costs. Total selling, general and administrative expenses for the ~~nine~~three months ended ~~September~~March 3031, 2017 ~~2016~~ was $130,~~207,554~~827 as compared to $~~415~~20,~~011~~138 for the same period of ~~2015~~2016. The increase of approximately ~~191~~53% was primarily caused by the increased operating expense as we became more active in organizing a revenue stream from our construction activities, ~~as well as~~ and an increase in operating expenses in connection with public reporting company ~~compliance~~ ~~and amortization of debt discount expense in connection to issuance of warrant~~compliance. On April 29, 2016, the Company issued a warrant in consideration of the extension of the maturity date of convertible note payable with principal amount of $1,000,000 to June 30, 2016, to purchase up to an aggregate of 625,000 shares of Common stock of the Corporation, at an exercise price of $1.60 per share of Common Stock, exercisable in full or in part at any time vesting from January 1, 2018 and expiring on December 31, 2028. The fair value of the warrant of $434,182 was treated as a debt discount on the note payable. The debt discount was amortized over the life of the note, which was due on June 30, 2016 and amortization of debt discount expense of $434,182 was recorded for the nine months ended September 30, 2016. As we continue to further develop our business, we anticipate that our selling, general and administrative expenses will increase in absolute dollars and decrease as a percentage of total revenues as we become profitable.

Interest expenses

Interest expense is related to our obligations under our convertible debt and non-convertible debt and totaled to $8837,~~728~~413 and $9928,~~102~~340 for ~~the~~ ~~nine~~the three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, respectively. The 10approximate 32% ~~decrease~~increase in interest expense for the ~~nine~~three months ended ~~September 30~~March 31, ~~2016~~2017 was due to ~~decreased~~increased weighted average interest rate as well as increased weighted average of total amount of debt securities induring ~~2016~~the three months ended March 31, 2017 as compared to the ~~nine~~three months ended ~~September~~ 30March 31, ~~2015~~2016.

Other Income

Other income consisted primarily of processing fees ~~and other fees received~~ in connection with the repayment of the notes receivable to ~~us as well~~ and totaled to $~~116~~0 and $~~151~~ 86 for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, respectively. Other income for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~ 2016 was insignificant.

Net Loss

~~For~~As reflected in the ~~nine~~accompanying unaudited financial statements, for the three months ended ~~September~~March 3031, ~~2016,~~2017 ~~our~~we had a net loss ~~was~~attributable to the Company of $1260,~~062~~747 as compared to net loss of 272,~~643.~~400 ~~For~~during the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~20167, ~~our~~which ~~net~~is ~~loss was~~a decrease of ~~$248,281~~4%. ~~This~~The ~~increase~~change in net loss ~~of approximately 328%~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 as compared to the ~~same~~ ~~period~~three inmonths ~~2015~~ended ~~was~~March 31, 2016 was mainly caused by the ~~increased~~69% ~~operating~~decrease ~~expense~~in asprofessional fees since during first quarter of 2016 we ~~became~~incurred ~~more~~approximately ~~active~~$50,000 more in ~~organizing~~professional afees ~~revenue~~that ~~stream from~~were ~~our~~largely ~~construction~~related ~~activities,~~to anthe ~~increase~~filing inof ~~operating~~the ~~expenses~~Registration inStatement ~~connection~~on ~~with~~Form ~~public~~S-1 ~~company~~filed ~~compliance~~with ~~and~~the ~~amortization~~Securities ofand ~~debt~~Exchange ~~discount~~Commission ~~expense~~on inAugust ~~connection~~23, to2016 ~~issuance~~and ofdeclared ~~warrant.~~effective Onby ~~April~~the 29Commission on September 8, 2016,. This decrease in professional fees during the ~~Company~~three ~~issued~~months aended ~~warrant~~March in31, ~~consideration~~2017 was offset by no revenue due to withdrawal from financial assistance activities ofduring the ~~extension~~year ofended ~~the~~December ~~maturity~~31, ~~date~~2016, our main source of ~~convertible~~revenue ~~note~~from ~~payable~~inception, increased compensation expense as we hired more employees associated with ~~principal~~an ~~amount~~expansion of $1our land development and construction activities,~~000~~ including,~~000~~ tobut ~~June~~not 30limited to, performing ~~2016~~major revisions for our plan of development for Seasons Creek project, searching for land to purchase for new projects, upconducting togradually anmore ~~aggregate~~feasibility ofstudies ~~625~~for new projects,~~000~~ ~~shares~~attempts ofto ~~Common~~originate ~~stock~~new ofprojects ~~the~~for ~~Corporation~~future customers, athiring new anpersonnel, ~~exercise~~and ~~price~~other ofexpenditures ~~$1.60~~related ~~per~~to ~~share~~our ofcore ~~Common~~business ~~Stock, exercisable~~as inwell ~~full~~as orincrease in ~~part~~interest atexpense ~~any~~due ~~time~~to ~~vesting~~increased ~~from~~weighted average ~~January~~interest 1,rate ~~2018~~as ~~and~~well ~~expiring~~as onincreased ~~December~~weighted ~~31,~~average ~~2028~~of amount of the debt. ~~The~~These ~~fair~~matters ~~value~~raise ofsubstantial ~~the~~doubt about ~~warrant~~the ofCompany’s ~~$434,182~~ability ~~was~~to ~~treated~~continue as a ~~debt~~going ~~discount~~concern. onThe ~~the~~ability ~~note~~of ~~payable.~~the ~~The~~Company ~~debt~~to ~~discount~~continue ~~was~~as ~~amortized~~a ~~over~~going ~~the~~concern ~~life~~is ofdependent on the ~~note, which~~Company’s ~~was~~ability ~~due~~to onraise ~~June~~additional 30capital, ~~2016~~implement its business plan, and ~~amortization~~generate ofsignificant ~~debt~~revenues. ~~discount~~We expect ~~expense~~our ofactive ~~$434,182~~engagement ~~was~~into ~~recorded~~construction ~~for~~activities ~~the~~to ~~nine~~generate ~~months~~revenues ~~ended~~starting ~~September 30,~~from ~~2016~~second quarter of 2017. As we continue to further develop our business, we anticipate that our ~~selling,~~operating ~~general and administrative~~ expenses will increase in absolute dollars and decrease as a percentage of total revenues as we become profitable from our ~~construction~~ homebuilding activities.

Loss per share

We reported net loss attributable to the Company of $1260,~~062~~747,~~643,~~ or $0.5112 per basic and diluted share, ~~for~~as ~~the nine months ended September 30, 2016,~~ compared to net loss of $~~248~~272,~~281~~400, or $0.1113 per basic and diluted share, ~~for~~during the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016. The ~~increase~~decrease of in loss attributable to Common Stockholders per share, basic and diluted, for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 as compared to for the same period in ~~2015~~ 2016 was caused by the ~~increase~~decrease in net loss of approximately ~~328~~4% ~~as well as by the decrease of our weighted average number of common shares outstanding~~. In January, 2015, our founders, FVZ LLC, Dr. Temnikov and Mr. Gurin, have converted the aggregate of 8,000,000 shares of Common Stock into the equivalent number of shares of Series-X Common Stock. As a result of such conversion, the number of Shares outstanding has decreased to 2,000,000 shares. 10,000,000 shares of common stock were outstanding from January 1, 2015 to January 10, 2015 and the 8,000,000 shares of common stock were converted into 8,000,000 shares of Series-X Common Stock on January 10, 2015. On March 31, 2015, pursuant to the terms of an Agreement and Plan of Merger (“Merger”), by and between Helpful Technologies, Inc. (“HTI”), HAC Patents LLC (“HAC-LLC”) a wholly owned subsidiary of HTI, and Helpful Alliance Company (the “Company”), the Company acquired all of the membership interests of HAC Patents LLC in exchange for 100,000 shares of the Company’s common stock. 2,100,000 shares of common stock were issued and outstanding from March 31, 2015 to September 30, 2016. For the nine months ended September 30, 2016, the weighted average number of shares of common stock (basic and diluted) resulted in 2,100,000 as compared to 2,360,073 for the nine months ended September 30, 2015.

1817

	For the Nine Months Ended September 30, (Unaudited)
	2016			2015
	(Consolidated)
Net cash provided by (used in)
Operating activities	$	(244,335	)	$	608,542
Investing activities		(3,506	)		-
Financing activities		52,000			(60,000	)
Net decrease in cash and cash equivalents	$	(195,841	)	$	548,542

Liquidity & Capital Resources

AtWe ~~September~~are 30consuming capital at the rate of approximately $1.2 million per year, ~~2016~~mainly for operating expenses, excluding any purchase of land, property, or other assets and excluding any financing of any land development and construction activities. We anticipate financing this amount by obtaining new loans from our founders, Messrs. Temnikov and Gurin; by leveraging our future earnings from Seasons Creek project, and by obtaining new equity investments from private sale of securities by the Company. At March 31, 2017, we had $18272,~~834~~973 cash on hand and an accumulated deficit of $2,~~052~~570,~~441~~113. In order to finance our operating capital, our founders and majority stockholders are funding the Company’s operations by lending money to the ~~purchase~~Company ofunder ~~promissory~~unsecured promissory notes. Other than the actual unsecured promissory notes purchased by our founders and major stockholders, there is no written agreement or arrangement pursuant to which the founders or a third party have agreed to purchase additional notes or otherwise fund our operations. From January 2016 to the date of this report ~~on Form 10-Q~~ , the Company received an aggregate amount of $~~547~~910,000 for notes payable issued from our founders, directly and through the affiliated companies operated by the founders, which accrue non-compounding interest at annual rates ranging from 5% to 12.5% and mature on December 31, 2017. ~~Gurin~~As of March 31, 2017, Gurin Group LLC, a limited liability company of which Mr. Sergey Gurin, the Company’s VP, Interim CFO and director, has voting and dispositive control, had loaned the Company an aggregate amount of $~~205~~365,000 of which the Company on September 30,2016 repaid $200,000 by assignment of notes receivable due to the Company with aggregate principal amount of $200,000 in non-cash transaction, Mr. Sergey Gurin has loaned $~~127~~132,000, Dr. Temnikov ~~has loaned~~ the Company’s ~~an aggregate amount of $205~~President,~~000 and~~ ~~FVZ LLC~~ has loaned the Company an ~~amount~~aggregate ~~of $10,000. On May 16, 2016, we received funds owed to us for the note receivable dated May 2013, with a value of $420,000 but the remaining principal~~ amount of ~~$330,000 plus accrued and payable interest on such~~ amount, which was assigned to the Company in November 2013 by our affiliate, Helpful Capital Group, LLC (“HCG”), a Florida limited liability company. The note accrued interest at an annual rate of 12.0% with a maturity date of May 2013, and the note had gone into default for non-payment of interest, therefore the interest rate increased to 18% per the default provision in this note. In December 2014, a payment of $66350,495 for accrued interest was received. This note was in default and the HCG filed for foreclosure in July 2015. The collateral for the loan was real estate property located at 111 NE 43 St., Miami, FL 33137 (the “Property”). The Company obtained a third-party appraisal in November 2015. The Property was appraised at $900,000~~, which~~ ~~supported the carrying value of the note. A motion for summary judgment was filed by the HCG in December 2015. As of March 31, 2016~~ and December 31, 2015, the amount of accrued interest was $55,786 and $55,786, respectively. On March 31, 2016, the principal and accrued and payable interest under the note was $385,786. On March 31, 2016, HCG entered into a Settlement Agreement with Thriving Investments, LLC, the holder of a second mortgage on the property (“Thriving”), and FVZ, LLC ~~pursuant~~has ~~to which~~loaned ~~Thriving had agreed to pay HCG a total of $510,000 in consideration for HCG assigning its first mortgage on~~ the property to Thriving and HCG and FVZ, LLC delivering a Certificate of Title of the Property to Thriving. The said sum of $510,000 was transferred to HCG’s attorney’s escrow account on April 4, 2016 and was released to us on May 16, 2016 upon transfer of the Certificate of Title to the Property to Thriving on May 14, 2016. The Company ~~recorded~~an ~~a $124,214 gain on settlement as of May 16, 2016, the date the settlement~~ amount of $~~510~~10,000 ~~was received by the Company~~. We ~~anticipate~~rely receiving approximately $700,000 by leveraging our Seasons Creek land to either (i) obtain a loan using the land as collateral, or (ii) sell part of our equity in the land for cash, for which no arrangements have been made to the date of this Quarterly Report on ~~Form 10-Q~~Messrs. WeTemnikov ~~believe~~and ~~that~~Gurin ~~we will be able~~ to ~~fund~~finance our operations ~~for~~until ~~the next six months with our current cash on hand in combination with capital~~ we ~~anticipate~~create ~~receiving from~~revenues ~~time~~sufficient to ~~time~~cover ~~in form of (i) stockholder loans from~~ our ~~founders~~immediate ~~and~~expenses ~~executive officers Dr. Temnikov~~ and ~~Mr.~~until ~~Gurin,~~we ~~(ii)~~accumulate ~~loans from~~adequate ~~AssetsTZ~~receivables ~~Holding LLC, (iii) leveraging of our Seasons Creek land, (iv) sale of our Common shares in this offering. In their~~to ~~report~~eliminate on our consolidated financial statements for the year ended December 31, 2015 and financial statements for the year ended December 31, 2014, our auditors have expressed substantial doubt as to our ability to continue as a going concern consideration.

We believe that we will be able to fund our operations for the next twelve months with our current cash on hand in combination with capital we anticipate receiving from time to time in form of:

	●	creating revenues and receivables at least in the amounts sufficient to cover our operating expenses; or

	●	stockholder loans from our founders and executive officers Dr. Temnikov and Mr. Gurin, for which no verbal or written binding agreement with any of our founders, executive officers or directors; or

	●	obtaining investments through the completion of our initial public offering effectuated by the SEC on September 8, 2016; or

	●	loans from AssetsTZ Holding LLC under the $20 million offering we currently have outstanding; or

	●	leveraging of our Seasons Creek land to obtain a loan of approximately of approximately $700,000 using the land appraised in approximately $1 million as collateral; or

	●	selling part or all our equity in Seasons Creek Development LLC for cash, for which no arrangements have been made to the date of this report; or

	●	a combination of the above stated funding methods.

If and when necessary, we may elect funding our future operations through the private sale of equity and/or debt securities in accordance with applicable federal and state laws.

We are planning to repay our debentures and accounts payable out of the net offering proceeds of consecutive offerings or out of the operating income.

We estimate that approximately $6 million (excluding general and administrative expenses and other operating expenses associated with management of the project LLC) would be required to conduct land development and construction works for our Seasons Creek project. On October 19, 2016, our subsidiary, Seasons Creek Development LLC issued 33% ownership in consideration of $500,000 equity investment structured in the form of 10 units of Class-B Preferred Share LLC Membership Interests bearing 14.0% annual yield on $0.5 million invested and the right for Class-B Preferred Profit Share of 30%. Both, the Class-B Preferred Yield and the Class-B Preferred Profit Share are payable to Class-B LLC Member upon completion of the Seasons Creek project or as declared by our Board of Directors. Concurrently with this subscription, our ownership in Seasons Creek Development LLC was diluted from 100% to 67% and structured in form of 20 Units of Class-A Preferred Share LLC Membership Interests bearing 14.0% annual yield on $1 million and Class-A Preferred Profit Share of 30%, both payable to us upon completion of the Seasons Creek project or as declared by our Board of Directors and 1 Unit Common Share LLC Membership Interests. Concurrently with the subscription for 10 units of Class B Preferred LLC Membership Interests, we have entered into the Amended and Restated Exclusive Construction Management Agreement with new member of Seasons Creek Development LLC entitling us to approximately $1.75 million in construction management fees. Under the Amended and Restated Exclusive Construction Management Agreement, we will receive these construction management fees only upon completion of the Seasons Creek project. We estimate that additional $5.5 million (excluding general and administrative expenses and other concurrent operating expenses associated with management of the project LLC) will be required to conduct land development and construction works for our Seasons Creek project. We anticipate financing the $5.5 million either from the proceeds of initial public offering of our common shares, which was effectuated by the SEC on September 8, 2016, or by causing our subsidiary, Seasons Creek Development LLC, to issue and sell its securities in one or more private offerings. The amount of proceeds that we raise in our initial public offering will determine which way we proceed to finance the potential land purchase for this project. However, we cannot assure our shareholders, including those who may invest into our initial public offering or into any private offerings related to our Seasons Creek project, that we will have the necessary financing to the land development, neighborhood design, or execution of the Seasons Creek project.

We estimate that approximately $250,000 (excluding general and administrative expenses and other operating expenses associated with management of the project LLC) would be required to conduct land development and construction works for our 5210 W Shore Drive project. On January 30, 2017, Seasons Creek Development LLC acquired 1,100 Class A Preferred LLC Membership Interests in 5210 W Shore Drive LLC, a Virginia limited liability company for $110,000, which were used to purchase an individual building lot located at 5210 West Shore Road, Midlothian, Virginia 23112. On January 30, 2017, Season Creek paid $110,111 cash to Bay Title Real Estate Trust Account – an escrow account operated by Bay Title LLC, the closing agent for this transaction. On February 6, 2017, 5210 W Shore Drive LLC issued 1,100 Class A Preferred LLC Membership Interests to Seasons Creek Development LLC. The closing for the purchase of lot was held on January 31, 2017. The lot was purchased from a non-affiliated seller. The 1,100 Class A Preferred LLC Membership Interests bear 14.0% Class A Preferred annual yield and are redeemable at any time. As of the date of this report, Seasons Creek Development LLC owns 97.5% of the outstanding equity securities of 5210 W Shore Drive LLC. The remaining 2.5% are owned jointly by Gurin Group LLC, which is operated by our officer and director, Mr. Sergey Gurin, Ms. Tatyana Gurina, daughter of our officer and director Mr. Sergey Gurin, and by Ms. Ganna Mikheleva, one of our employees. In March 2017, we have completed architectural design for our first single-family home building kit, the Woodlake home model kit, which we anticipate testing during 2017 through the construction of this property at 5210 West Shore Road, Midlothian, Virginia 23112. We have purchased and currently own the building lot at 5210 West Shore Road, Midlothian, Virginia 23112 with no mortgage or debt. The Woodlake home model features approximately 4,350 square feet of living space with two car garage. It is our goal to complete the construction of this model under $60 per square foot. We are planning to fund these activities using the proceeds from sale of LLC Membership Interests of our subsidiary, 5210 W. Shore Drive LLC. We cannot assure our shareholders, including those who may invest into our initial public offering or into any private offerings related to our 5210 W Shore Drive project, that we will have the necessary financing to the land development, neighborhood design, or execution of the Seasons Creek project.

We estimate that approximately from $12 million to $17 million (excluding general and administrative expenses and other operating expenses associated with management of the project LLC) would be required to purchase land and create an initial concept for our River City Park neighborhood project. The amount of proceeds that we raise in our initial public offering will determine which way we proceed to finance the potential land purchase for this project. If we are successful in locating and acquiring such land, we intend to develop this land into a residential neighbothood to be called “River City Park”. In our estimate, River City Park project would require approximately $12-17 million for land purchase, creating the neighborhood development concept, and conducting rezoning activities. We anticipate financing this $12-17 million either from the proceeds of initial public offering of our common shares, which was effectuated by the SEC on September 8, 2016, or by causing our subsidiary, River City Park LLC, to issue and sell its securities in one or more private offerings. If we sell from 75% to 100% of the 14,500,000 shares in our initial public offering, we will use up to approximately $17.0 million from the net proceeds from our initial public offering to purchase the land and to create a neighborhood development concept (excluding general and administrative expenses and other concurrent operating expenses associated with initial management of the River City Park project). If an acquisition of land and development of the River City Park neighborhood concept would require an amount in excess of $17 million , we intend using up to $17 million for the purchases of land for our other projects and cause our River City Park LLC to initiate its own securities offering, for which we have an authority to do so as its sole owner and manager. If we sell only 25% to 75% of the 14,500,000 shares in our initial public offering, we will not use any of the net proceeds from our initial public offering for purchase of land for River City Park project. Instead, we will use the net proceeds from our initial public offering for the purchases of land for our other projects, some of which have presently not yet originated. As of the date of this report, we cannot assure our shareholders, including those who may invest into our initial public offering or into any private offerings related to our River City Park project, that we will have the necessary financing to purchase the land we contemplate purchasing for our River City Park project, or for completion of conceptual design of the River City Park neighborhood, or for the River City Park project execution.

We estimate that approximately $2 million to $5 million (excluding general and administrative expenses and other operating expenses associated with management of the project LLC) would be required to purchase land and create an initial concept for our Washington Woods neighborhood project. We anticipate financing this $2-5 million either from the proceeds of initial public offering of our common shares, which was effectuated by the SEC on September 8, 2016, or by causing Washington Woods LLC to issue and sell its securities in one or more private offerings. The amount of proceeds that we raise in our initial public offering will determine which way we proceed to finance the potential land purchase for this project. If we sell less than 50% or from 75% to 100% of the 14,500,000 shares in our initial public offering, we will not use any of the net proceeds from our initial public offering for our Washington Woods project and pursue the private offering route. If we sell from 50% to 75% of the 14,500,000 shares in our initial public offering, we intend using up to approximately $4.75 million from the net proceeds from our initial public offering for the purchase of land and creating the Washington Woods neighborhood concept. As of the date of this report, we cannot assure our shareholders, including those who may invest into our initial public offering or into any private offerings related to our Washington Woods project, that we will have the necessary financing to purchase the land, or to complete a conceptual design, or successfully execute the Washington Woods project. If we are successful in locating and purchasing such land, we intend to develop this land into a residential neighborhood to be called “Washington Woods” featuring luxury single-family homes.

IfWe ~~needed,~~estimate wethat ~~intend~~approximately from $0.5 million to ~~fund~~$2.25 ~~our~~million ~~future~~(excluding ~~operations~~general ~~through~~and ~~the~~administrative ~~sale~~expenses and other operating expenses associated with management of ~~equity~~the project LLC) would be required to purchase land and~~/or~~ ~~debt~~create ~~securities~~an initial concept for our Alliance Business Park project. ~~Also,~~The amount of proceeds that we raise in ~~order~~our toinitial ~~fund~~public ~~any working~~offering ~~capital~~will ~~deficiencies~~determine orwhich way we proceed to finance ~~unforeseen~~the ~~transaction~~potential ~~costs~~land inpurchase ~~connection~~for ~~with~~this ~~intended~~project. ~~business,~~We ~~our~~anticipate ~~founders~~financing orthis ~~our~~$0.5-2.25 million either from the ~~executive~~proceeds ~~officers,~~of ~~may~~initial public offering of our common shares, ~~but~~which ~~are~~was ~~not~~effectuated ~~obligated~~by tothe SEC on September 8, ~~loan~~2016, usor ~~funds~~by ascausing our ~~may~~subsidiary, beAlliance ~~required.~~Business WePark doLLC, ~~not~~to ~~have~~issue ~~any~~and ~~verbal~~sell its securities in one or ~~written~~more ~~binding agreement~~private ~~with~~offerings. ~~any~~As of the date of this report, we cannot assure our ~~founders~~shareholders, ~~executive~~including ~~officers~~those who may invest into our initial public offering or ~~directors.~~into Weany private ~~would~~offerings ~~repay~~related ~~such~~to ~~loaned~~our ~~amounts~~Alliance ~~out~~Business ofPark project, that we will have the ~~net~~necessary ~~offering~~financing to purchase the land, ~~proceeds~~or ofto ~~consecutive~~complete ~~offerings~~a conceptual design, or ~~out~~successfully ofexecute the ~~operating~~Alliance ~~income~~Business Park project.

With exception of using a portion of operating capital to finance salaries and operating expenses for project origination on pro-rata basis, at this time we do not intend using any of the net proceeds from our initial public offering for land purchase or development activities related to our Profit Bright Plaza and Courthouse Commons projects, which are currently in the project origination stage.

Cash Flows

The following table presents a summary of net cash provided by (used in) our operating, investing and financing activities for the periods indicated:

	For the Nine Months Ended September 30, (Unaudited)
	For the Three Months Ended March 31, (Unaudited)
	2016			2015
	2017			2016
	(Consolidated)
Net cash provided by (used in)
Operating activities	$	(~~244~~385,~~335~~435	)	$	~~608~~(275,~~542~~058	)
Investing activities		(3,506	)		-
Financing activities		255,999			62,427
Financing activities		52,000			(60,000	)
Net decrease in cash and cash equivalents	$	(129,436	)	$	(212,631	)
Net decrease in cash and cash equivalents	$	(195,841	)	$	548,542

Operating Activities. Operating activities used net cash of $~~244~~385,~~335~~435 and ~~provided~~ $~~608~~275,~~542~~058 during the ~~nine~~three ~~months~~month ended ~~September 30~~March 31, ~~2016~~2017 and ~~2015~~ 2016, respectively. The change in net operating cash flows primarily reflected ~~increased~~cash ~~operating~~used ~~expense,~~for inpurchase ~~particular increased~~of ~~compensation~~land $110,111 and ~~interest paid on the debt obligations as well as increased~~ costs attributable ~~for~~to land development in amount of ~~$116,811~~ ~~and amortization of debt discount expense of~~ $~~434~~39,~~182,~~397 ~~which~~as ~~were~~well ~~partially~~as ~~offset~~increase byin ~~receipt~~paid ofcompensation ~~two notes receivable with principal amount of $81,000 and $330,000 or aggregate amount of $411,000~~ during the ~~nine~~three ~~months~~month ended ~~September 30~~March 31, ~~2016~~ 2017 and a receipt of ~~$390,927~~note ~~due from affiliate as well as repayment of four notes~~ receivable with principal amount of $5081,000, ~~$150,000, $160,000 and $350,000 or aggregate amount of $710,000,~~ which was ~~partially~~ offset by ~~issuing a note receivable in amount of $10,000 to affiliated company as well as cash used for operating expense and~~ interest paid on our debt obligations during the ~~nine~~three ~~months~~ month ended ~~September~~March 3031, ~~2015~~2016.

~~Investing~~Financing Activities. ~~Investing~~Financing activities ~~used~~provided net cash of $3255,~~506~~999 and $062,427 during the ~~nine~~three ~~months~~month ended ~~September~~March 3031, ~~2016~~ 2017 and ~~2015~~2016, respectively. ~~Investing~~ Financial activities ~~used~~provided cash ~~for~~in ~~payment~~form of cash overdraft in amount of $322,~~506~~899, ~~for~~by ~~attorney~~receipt of notes payable in aggregate amount of $225,000, of which $140,000 is from the Company’s founder, Dr. Temnikov, and ~~filing~~an ~~fees~~amount ~~for~~of $85,000 from an affiliated Company, Gurin Group LLC, as well as cash invested by affiliated investors in amount of $8,100 into 5210 W Shore LLC, a 97.5% subsidiary of Seasons Creek Development our ~~patent~~67% ~~application~~subsidiary during the ~~nine~~three ~~months~~ month ended ~~September~~March 31, 2017 and provided cash in form of cash overdraft in amount of $2,427 and by receipt of notes payable in aggregate amount of $60,000 from the Company’s founder, Dr. Temnikov, in amount of $30,000 and two affiliated companies, FVZ LLC in amount of $10,000 and Gurin Group LLC in amount of $20,000, during the three month ended March 31, 2016.

~~Financing~~We ~~Activities.~~believe ~~Financing~~that ~~activities~~we ~~provided~~will ~~net~~need ~~cash~~at ofa ~~$52,000~~minimum ~~and~~of ~~used~~ $~~60,000~~1 ~~during~~million for the ~~nine~~next 12 months ~~ended~~to ~~September 30,~~sufficiently ~~2016~~fund our general and ~~2015~~administrative expenses, ~~respectively.~~as ~~Financing activities provided $542~~planned,~~000~~ byincluding ~~receipt~~hiring ~~of notes payable from~~ the ~~Company’s~~minimally ~~founder, Dr.~~required ~~Temnikov~~personnel, infunding ~~amount~~research ofand ~~$200,000,~~development ~~from~~and ~~the Company’s founder~~marketing, Mrexpenses. We ~~Gurin,~~will inneed ~~amount~~an ofadditional $~~127,000,~~2.75 ~~from~~million ~~affiliated~~to ~~company, FVZ~~fund ~~LLC,~~our inintended ~~amount~~land ofdevelopment ~~$10,000,~~operations ~~and~~under ~~from~~our ~~affiliated~~Seasons ~~company,~~Creek ~~Gurin~~project. ~~Group~~We also ~~LLC,~~need inapproximately ~~amount of~~ $~~205,000,~~1.2 ofmillion ~~which $200,000 was repaid~~ to ~~Gurin~~pay-off ~~Group~~our ~~LLC~~Notes ~~by the Company by assignment of notes receivable due~~ to ~~the~~Zimas ~~Company~~LLC with ~~aggregate~~ principal amount of $~~200,000 in~~1 ~~non-cash~~million ~~transaction,~~and ~~all~~with ofinterest ~~which~~up to ~~was~~June ~~partially offset by repayment of $400~~30,~~000~~ ~~for~~2017 ~~note~~all ~~payable with original principal amount~~ of ~~$1,000,000~~ which ~~was~~is due byon June 30, ~~2016~~2017. ~~and~~We ~~repurchase~~anticipate offunding ~~Series-X~~these ~~common~~amounts ~~stock~~by inobtaining ~~amount~~new ofloans ~~$90,000 during the nine months~~from ~~ended~~our ~~September 30~~founders, ~~2016~~Messrs. ~~During~~Temnikov ~~the~~and ~~nine~~Gurin ~~months ended September 30, 2015 financing activities used cash for partial repayment of note payable to Marusya Pro LLC in amount of $150,000~~ and tofrom ~~Mr.~~private ~~Andrienko~~sale ~~in amount~~ of ~~$10,000~~securities ~~which was offset~~ by ~~receipt of proceeds of $100,000 from~~ the ~~warrant~~Company ~~purchase~~and by anour ~~affiliated company~~subsidiaries, ~~AssetTZ~~as ~~LLC~~and when applicable.

As of September 30, 2016, we had $18,834 on hand, as compared to the cash on hand of $214,784 we had at December 31, 2015.

We believe that we will need at a minimum of $1,500,000 for the next 12 months in order to sufficiently fund our general and administrative expenses, as planned, including hiring the minimally required personnel, funding research and development and marketing, expenses. We will need an additional $2,300,000 to fund our intended construction and land development operations, including developing and building homes on the 28.8-acre parcel of land we acquired Chesterfield County, VA.

Summary of Significant Accounting Policies

There have been no changes made in significant accounting policies of Helpful Alliance Company during the period covered by this Report.

Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2, “Summary of Significant Accounting Policies” in our ~~audited~~unaudited consolidated financial statements for the ~~year~~three ~~ended December 31, 2015, included in Note 2 “Summary of Significant Accounting Policies” in our unaudited consolidated financial statements for the nine~~ months ended ~~September 30~~March 31, ~~2016~~2017, included in this report on Form 10-Q starting from page F-6 for a discussion of our significant accounting policies and estimates.

Emerging Growth Company

Off-Balance Sheet Arrangements and Commitments

On ~~July~~November 1, ~~2015~~2016, the Company executed an ~~assignment~~office oflease ~~the sublease~~ for the offices at Deerfield Beach, FL, to a non-affiliated company. The rent is $12,~~778~~602 per month. The term of the ~~assigned~~ lease is from ~~the~~November ~~date~~1, of2016 ~~the assignment~~ to October 31, ~~2016~~2018. NoOne security deposit orof $2,602 and one month prepaid rent of $2,602 was required.

Office lease expense was $167,~~033~~900 and $145,~~613~~334 for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, respectively.

On October 31, 2015, the Company executed an office lease for the offices at Deerfield Beach, FL, to a non-affiliated company. The rent is $2,602 per month. The term of the lease is from November 1, 2016 to October 31, 2018. One security deposit of $2,602 and one month prepaid rent of $2,602 was required.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The disclosure under this item is not required to be reported by smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required to perform an evaluation under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period.

Based upon that evaluation, our management has concluded that, as of ~~September~~March 3031, ~~2016~~2017, our disclosure controls and procedures were found to be ~~sufficiently effective~~ineffective.

This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Our management has begun evaluating remedies to reduce these deficiencies. However, we will not be able to implement any remedial measures, such as appointing independent members on our board of directors, until we have sufficient funds to do so.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the ~~fiscal~~three ~~quarter~~months ended ~~September~~March 3031, ~~2016~~2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL MATTERS

Legal Proceedings

In the ordinary course of business, we may be involved in legal proceedings from time to time. At the date of this Quarterly Report on Form 10-Q, there are no known legal proceedings against the Company. No governmental agency has instituted proceedings, served, or threatened the Company with any litigation.

ITEM 1A. RISK FACTORS

InNot addition to the risk factors stated in our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 23, 2016 and declared effective by the Commission on September 8, 2016, the following risk factors relate to our construction operationsapplicable.

WeITEM ~~may~~2. beUNREGISTERED ~~unable~~SALES toOF ~~manufacture~~EQUITY ~~wall~~SECURITIES ~~panels~~AND ~~and~~USE orOF ~~building kits at a reasonable price or at all.~~ PROCEEDS

~~We may be unable to locate a manufacturer willing and able to produce our wall panel and/or our building kits at a reasonable cost or at all~~None. This may be due to reasons including, but not limited to, availability and price of raw materials, cost of manufacturing, cost of shipping, minimum order quantity, and production time. Even if we are successful in manufacturing our wall panel and or building kit designs, we may be unable to find a licensed contractor willing to work with our wall panels and or building kits. Our inability to have our wall panels and/or building kits produced or to locate a contractor to use them, could have an adverse material effect on our business operations and stockholder value.

~~Manufacturer~~ITEM of3. ~~wall~~DEFAULTS ~~panels~~UPON ~~and~~SENIOR ~~or building kits may manufacture our products improperly.~~SECURITIES

~~While we~~● ~~will~~Zimas ~~make~~$1 ~~every~~Million ~~effort~~Note toand ~~ensure~~Amended ~~that~~and ~~our~~Restated ~~wall~~Zimas ~~panels~~Note: ~~and~~Convertible ornote ~~building~~in ~~kits~~the ~~are~~principal ~~produced~~amount ~~properly~~of ~~through~~$1,000,000 ~~prototyping~~was ~~and~~issued ~~sampling~~in March 2013. On May 16, we ~~cannot~~2016, ~~guarantee~~the ~~that~~Company repaid $400,000 and issued a restated and amended note for the ~~final~~remaining ~~product~~amount ~~will~~due beof ~~produced~~$600,000 toas ~~our~~a ~~design~~non-convertible note. The note accrues interest at an annual rate of 10.0%, payable quarterly, and ~~quality~~matured ~~specifications~~on June 30, 2016. InAs ~~such~~of aDecember ~~case~~31, 2016, the ~~manufacturer may~~amount ~~refuse~~of toaccrued ~~take~~interest ~~responsibility~~was $70,192 and the note was in default for ~~errors~~non-payment orof ~~poor~~principal ~~craftsmanship~~and interest. InOn January 27, 2017, an extension to this loan was made extending the ~~event~~maturity ~~that~~date weto ~~use~~June a30, ~~foreign~~2017 ~~manufacturer~~and the note was combined with previously convertible note with principal amount of $400,000 (See note 4). The collateral for ~~our~~the ~~products our~~combined ~~access~~loan towith ~~legal~~principal ~~action~~amount ~~may~~of be$1 ~~limited~~million ~~and~~are ~~legal~~Class-A ~~action~~Preferred ~~available~~Membership ~~may~~Interests beof ~~excessively~~our ~~time~~subsidiary, ~~and~~Seasons ~~financially~~Creek ~~excessive~~Development LLC, with conversion rate $50,000 per unit. As aof ~~result~~March 31, ~~manufacturer~~ ~~error~~2017, ~~may~~the ~~lead~~amount toof ~~loss~~accrued interest under combined loan was $126,844. During the three months ended March 31, 2017, the Company did not make any payments for interest. The company is in default for non-payment of ~~capital~~the ~~invested~~interest ~~and~~at ~~financial~~March ~~burden~~31, ~~detrimental~~2017. toWe anticipate financing the repayment of $1,126,844 from obtaining new investments leveraging our ~~company~~Class A Preferred LLC Membership Interests in Seasons Creek Development LLC.

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

There have been no unregistered sales of equity securities of Helpful Alliance Company made in the time period covered by this report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Zimas $1 Million Note and Amended and Restated Zimas Note: In April 2013, we issued an unsecured non-recourse convertible promissory note in the principal amount of $1,000,000 to Zimas LLC, a principal stockholder. The note accrued interest at an annual rate of 8.0%, payable annually, matured on March 31, 2016, and was convertible into common stock at a conversion rate of $1.60 per share. As of December 31, 2015, the amount of accrued interest was $80,000, which was paid in January 2016. The full amount of principal and accrued interest was due and payable within 30 days from maturity date. During the nine months ended September 30, 2016 and 2015, the Company made payments for interest totaling $80,000 and $80,000, respectively. The note was payable upon demand at any time before the maturity date upon 100 days’ prior notice. However, upon early demand, the outstanding principal amount would have been discounted 20% and an early termination penalty will apply. Zimas LLC is owned and controlled by Ms. Zena Katz, who is the sister of Ms. Fay Katz, a 75% owner of FVZ, LLC, a founder and principal stockholder of the Company. On April 29, 2016, Zimas and the Company entered into in a Loan Amendment and Extension Agreement (the “Note Extension Agreement”) pursuant to which (i) the note’s maturity date was extended to June 30, 2016 with increased interest accruing at the non-compounding rate of 10.0% for the period from April 1, 2016 and ending at the earlier of (a) date of repayment, or (b) on June 30, 2016 and (ii) the note was no longer secured by or convertible into 625,000 shares of common stock. In connection with the Note Extension Agreement, the Company issued Zimas a warrant exercisable for 625,000 shares of common stock for $1.60 per share from January 1, 2018 to December 31, 2028. This warrant was valued using the Black-Scholes model using a volatility of 87.85% (derived using the average volatility of three similar public companies), an expected term of 1.7 years and a discount rate of 0.77%. The fair value of the warrant of $434,182 was treated as a debt discount on the note payable. The debt discount was amortized over the life of the note, which was due on June 30, 2016 and amortization of debt discount expense of $434,182 was recorded for the six months ended June 30, 2016. The Company has no rights to redeem the warrant. The warrant also specifies that if Zimas exercises and continues to own more than 5% of the outstanding Common Stock, Zimas will be entitled to nominate representative to the Company’s Board of Directors. On May 16, 2016, we paid Zimas the amount of $400,000 from the amount of $510,000 received from assignment of our first mortgage on real property located in Miami, FL to Thriving Investments pursuant to a Stipulation of Settlement, entered into on March 31, 2016, among HCG, Thriving Investments and FVZ, LLC. As of May 16, 2016, the amount of accrued interest was $32,548 under the convertible $1 Million Zimas note. The Company is in default for non-payment of the interest. Restated and amended note for the remaining amount due under convertible note of $600,000 was issued as a non-convertible note on May 16, 2016. The note accrues interest at an annual rate of 10.0%, payable quarterly, and matured on June 30, 2016. As of September 30, 2016 the amount of accrued interest was $22,520. This note is in default for non-payment of principal and interest from July 1, 2016. As of September 30, 2016, we owe Zimas under the restated and amended non-convertible note the principal amount of $600,000 and accrued interest of $55,068, or the aggregate of $655,068. We anticipate financing the repayment of $655,068 from obtaining new investments into (i) the Company and/or (ii) subsidiary project LLC companies.

ITEM 4. NOT APPLICABLE.

ITEM 5. OTHER INFORMATION

SUBSEQUENT EVENTS

OnAs ~~October~~previously ~~19,~~report ~~2016,~~on ~~our~~a ~~subsidiary,~~Form ~~Seasons~~8-K ~~Creek~~filed ~~Development~~with ~~LLC~~the ~~issued~~Securities ~~33%~~and ~~ownership~~Exchange ~~structured~~Commission inon ~~the~~April ~~form~~5, of2017, 10on ~~units~~March of27, ~~Class-B Preferred~~2017, ~~Share~~the ~~LLC~~Board of ~~Membership~~Directors ~~Interests~~appointed ~~bearing~~Jonathan ~~14.0%~~Barker ~~annual~~(age ~~yield~~28) ~~and~~as the ~~right~~Chief ~~for~~Executive ~~Class-B~~Officer ~~Preferred~~of ~~Profit~~Helpful ~~Share~~Alliance ofCompany, ~~30%.~~a ~~Both,~~Florida corporation (the ~~Class-B~~“Company”), ~~Preferred~~effective ~~Yield~~April ~~and~~1, ~~the~~2017, ~~Class-B~~until ~~Preferred~~his ~~Profit~~successor ~~Share~~is ~~are~~duly ~~payable~~appointed, tounless ~~Class-B~~he ~~LLC~~resigns, ~~Member~~is ~~upon~~removed ~~completion of the Seasons~~from ~~Creek~~office ~~project~~ or asis ~~declared~~otherwise bydisqualified ~~our~~from ~~Board~~serving ofas ~~Directors~~an ~~for~~officer ~~$50,000~~of ~~per~~the ~~unit~~Company. orHis ~~aggregate $500~~predecessor,~~000~~ ~~for~~Mr. 10Maxim ~~units.~~Temnikov, Toremains as the ~~date~~President of ~~this~~ ~~report~~the weCompany. ~~have~~Mr. ~~received~~Barker ~~funds~~has inbeen ~~amount~~with ofour ~~$250,000~~Company ~~that~~since isMay ~~equal~~2015, towhen ~~the~~he ~~purchase~~joined ofas 5Investor ~~units~~Relations Manager. Since Asjoining athe ~~result from this sale~~Company, ~~upon~~ ~~receipt~~Mr. ofBarker ~~funds~~has inworked ~~aggregate~~closely ~~amount~~with ~~of $500,000~~ our ~~ownership~~founders in ~~Seasons~~all ~~Creek~~aspects ~~Development~~of ~~LLC~~our ~~will~~business. beMr. ~~diluted~~Barker ~~from~~has ~~100%~~been toactively ~~67%~~involved ~~and structured~~ in ~~form~~the oforigination ~~20 Units~~ of ~~Class-A~~our ~~Preferred~~projects ~~Share~~aimed ~~LLC~~at ~~Membership~~the ~~Interests~~increase ~~bearing~~of ~~14.0%~~our ~~annual~~asset ~~yield~~base and ~~Class-A Preferred~~revenue ~~Profit~~generation. ~~Share~~In ~~of 30%~~January 2016, ~~both~~Mr. ~~payable~~Barker towas uspromoted ~~upon~~to ~~completion~~the position of ~~the~~Vice ~~Seasons~~President ~~Creek~~of ~~project~~Land orDevelopment. asMr. ~~declared~~Barker byestablished ~~our~~and ~~Board~~leads ofa fully-functioning ~~Directors~~network and 1business ~~Unit~~process ~~Common~~for ~~Share~~the ~~LLC~~development ~~Membership~~works ~~Interests.~~of ~~Furthermore,~~our ~~upon~~projects. ~~completion~~He ofcontinues ~~this~~to ~~sale,~~focus weon ~~have~~revenue ~~entered~~generation ~~into~~and ~~the~~operational ~~Amended~~profitability. ~~and~~In ~~Restated~~2016, ~~Exclusive~~Mr. ~~Construction~~Barker ~~Management~~worked ~~Agreement~~ with ~~new~~our ~~member~~founders ~~of Seasons Creek Development LLC entitling us~~ to ~~approximately~~create ~~$1.75~~our ~~million~~River inCity ~~construction~~Park ~~management~~concept ~~fees~~and ~~payable~~our tovision ~~us upon completion~~ of ~~the~~Organic ~~Seasons Creek project~~Communities.

2322

On April 5, 2017, the Company received $50,000 for note payable issued from the Company’s founder. The note accrues interest at an annual rate of 12.0%, payable quarterly, and matures in December 31, 2017.

On April 25, 2017, the Company received $20,000 from an affiliated company for purchase of all rights for U.S. Patent Application 62/222,424 - Building block and interlocking construction method filed on September 23, 2015.

On April 28, 2017, the Company received $3,000 for note payable issued from the Company’s founder. The note accrues interest at an annual rate of 12.0%, payable quarterly, and matures in December 31, 2017.

ITEM 6. EXHIBITS.

Index to Exhibits

Exhibit No:		Description:
Exhibit No.		Description:
10.1		Seasons Creek Development, LLC First Amended and Restated Limited Liability Company Agreement, dated October 19, 2016
31.1*		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer
10.2		Form of Subscription Agreement for Class B Membership Interests of Seasons Creek Development, LLC
31.2*		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Accounting and Financial Officer
31.1		Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Section 1350 Certification of Principal Executive Officer
31.2		Certification of Principal Financial and Accounting Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.2*		Section 1350 Certification of Principal Accounting and Financial Officer
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**		XBRL Instance Document
32.2		Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.SCH**		XBRL Taxonomy Extension Schema Document
101.INS*		XBRL Instance Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.LAB**		XBRL Taxonomy Extension Labels Linkbase Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

* Furnished herewith. Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

*	Filed herewith

**	Furnished herewith. Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

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SIGNATURES

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

Date: November 7, 2016	By:	/s/ MAXIM TEMNIKOV
Date: May 10, 2017	By:	/s/ Jonathan Barker
	Name:	~~Maxim~~Jonathan ~~Temnikov~~Barker
	Title:	~~President and~~ Chief Executive Officer
		(Principal Executive Officer)

Date: November 7, 2016	By:	/s/ SERGEY GURIN
Date: May 10, 2017	By:	/s/ Sergey Gurin
	Name:	Sergey Gurin
	Title:	Vice President and Interim Chief Financial Officer
		(Principal Financial and Accounting Officer)

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