UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

X ANNUAL REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, ~~2015~~2016




	¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from _________________ to _________________

Commission File Number: 000-54958

~~Golden~~Luminar ~~Edge~~Media ~~Entertainment~~Group, Inc.

(formerly Golden Edge Entertainment, Inc.)




Delaware		45-2283057
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~3959~~260 ~~van~~Adelaide ~~dyke~~St. ~~rd,~~ East Suite ~~313~~177

~~Tampa~~Toronto, ~~FL, 33558~~Ontario

~~Tel:~~Canada, ~~(770)~~M5A ~~329-5298~~1N1

347-9434835

(Address and telephone number of principal executive offices)

Copies to: Daniel C. Masters, Esq.

P. O. Box 66

La Jolla, California 92038

(858) 459-1133 – Tel *** (858) 459-1103 - Fax

Securities registered pursuant to Section 12(b) of the Act:




Common Stock, $0.001 par value		none
(Title of Each Class)		(Name of Each Exchange on Which Registered)

Securities registered pursuant to Section 12(g) of the Act:

None.

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

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

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

Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of ~~Golden~~Luminar ~~Edge~~Media ~~Entertainment~~Group, Inc. knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x]

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




Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [ X]

Indicate by check mark whether ~~Golden~~Luminar ~~Edge Entertainment, Inc.~~ is a shell company (as defined in Rule 12b-2 of the Act).

Yes [ ] No [X]

~~The~~There ~~aggregate~~were ~~market~~18,688,974 ~~value~~shares of ~~Golden~~Luminar ~~Edge Entertainment, Inc.~~ common stock ~~held~~outstanding ~~by non-affiliates of Golden Edge Entertainment, Inc.~~ as of ~~the~~April ~~last business day of the most recently completed fiscal quarter (March 31~~25, ~~2016 was approximately $0~~2017.~~00, based on lack of any trade or posted price reported by OTC on or prior to December 31, 2015.~~

There were 17,580,000 shares of Golden Edge Entertainment, Inc. common stock outstanding as of April 14, 2016.

DOCUMENTS INCORPORATED BY REFERENCE: None.

~~GOLDEN~~LUMINAR ~~EDGE~~MEDIA ~~ENTERTAINMENT,~~GROUP INC.

(formerly GOLDEN EDGE ENTERTAINMENT, INC.)

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, ~~2015~~2016

TABLE OF CONTENTS



PART I
	Item 1.	Business
	Item 1A.	Risk Factors
	Item 2.	Properties
	Item 3.	Legal Proceedings
	Item 4.	Mine Safety Disclosures (Not applicable)
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
	Item 6.	Selected Financial Data
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk
	Item 8.	Financial Statements and Supplementary Data
	Item 9.	Other Information
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance
	Item 11.	Executive Compensation
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
	Item 13.	Certain Relationships and Related Transactions, and Director Independence
	Item 14.	Principal Accounting Fees and Services
PART IV
	Item 15.	Exhibits, Financial Statement Schedules

PART I

This report includes “forward-looking statements.” The words “may,” “will,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “aim,” “seek,” “should,” “is likely,” and similar expressions as they relate to us or our management are intended to identify these forward-looking statements. All statements by us regarding our expected financial position, revenues, cash flows and other operating results, business strategy, legal proceedings and similar matters are forward-looking statements. Our expectations expressed or implied in these forward-looking statements may not turn out to be correct. Our results could be materially different from our expectations because of various risks, including the risks discussed in this report under “Part I — Item 1A — Risk Factors.” Any forward-looking statement speaks only as of the date as of which such statement is made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date as of which such statement was made.

ITEM 1. BUSINESS

Background of the issuer and its predecessor

~~Golden~~Luminar ~~Edge~~Media ~~Entertainment,~~Group Inc. (“the “Company” or “the “Issuer” ) iswas anorganized ~~entertainment production company originally incorporated~~ under the name Retail Spicy Gourmet, Inc. under the laws of the State of Delaware on December 30, 2010 ~~in Delaware~~. The name was changed to Golden Edge Entertainment, Inc. on February 26, 2013 and to Luminar Media Group, Inc. on August 26, 2016. The Company was established as part of the Chapter 11 reorganization of Spicy Gourmet Organics, Inc. (“SGO”). Under SGO’s Plan of Reorganization, as confirmed by ~~amendment~~the U.S. Bankruptcy Court for the Central District of California, the Company was incorporated to: (1) receive and hold any interest which SGO had in the ~~Certificate~~business of ~~Incorporation~~retail sales of imported spices; and (2) issue shares of its common stock to ~~Golden~~SGO's ~~Edge~~general ~~Entertainment~~unsecured oncreditors, ~~February~~to 26its administrative creditors, ~~2013~~and to its shareholder in order to enhance their opportunity to recover from the bankruptcy estate.

~~The~~On ~~Company~~February ~~was~~1, ~~originally~~2013 ~~incorporated as part of~~ the ~~implementation~~Company ofresolved ~~the Chapter 11 plan of reorganization of Spicy Gourmet Organics, Inc. ("SGO"), a California corporation. SGO was formed in 2006~~ to ~~sell~~enter ~~specialty,~~the ~~organic~~music ~~spices~~production ~~imported~~and ~~from~~distribution ~~South Asia in the United States~~business. ~~Sales~~The ofCompany ~~SGO~~is ’a sdevelopment ~~spice~~stage ~~products~~business ~~were~~that ~~slow~~intends to develop, ~~and~~revenue ~~SGO~~by ~~filed~~providing aprofessional ~~voluntary~~services ~~petition~~to ~~for~~recording ~~bankruptcy under Chapter 11 in the U~~artists.S. ~~Bankruptcy~~Such ~~Court~~services ~~for~~include ~~the~~production ~~Central District~~ of ~~California.~~recordings, ~~SGO's~~management ~~plan~~ of ~~reorganization was confirmed by~~ the ~~Court~~manufacture onof ~~November~~CDs ~~19,~~and ~~2010.~~internet ~~The~~uploading ~~plan~~ of ~~reorganization~~music ~~provided~~files, ~~among~~and ~~other~~management ~~things, for the incorporation~~ of ~~this Issuer,~~ the ~~acquisition~~manufacture ~~by it~~ of ~~SGO's~~promotional ~~retail~~merchandise ~~spice~~such ~~sales~~as ~~business,~~T-shirts and ~~the~~caps. ~~distribution~~The ofCompany ~~shares~~has been in ~~this Issuer to~~ the ~~bankruptcy~~development ~~creditors.~~stage ~~Management~~since ofits ~~the~~formation ~~Company~~and ~~was~~has ~~unsuccessful~~not inyet ~~developing~~realized ~~the~~any ~~retail~~revenues ~~spice~~from ~~business,~~its ~~and~~planned ~~searched for another business opportunity~~operations.

Description of Current Business

~~Golden~~The ~~Edge~~Company ~~Entertainment~~has isdeveloped ~~primarily~~its ~~engaged~~business inplan ~~the~~and ~~business~~has ofcommenced ~~providing~~marketing ~~professional~~of its services but has realized no revenues to date. The Company's business plan calls for the ~~music~~Company ~~recording~~to ~~industry~~provide on-line services through the company's new platform, Big Data Media ("BDM"). The Weprimary ~~intend~~focus of BDM is to ~~develop~~charge ~~three~~customers ~~sources~~to ofcreate ~~revenue:~~and 1)host ~~Revenue~~content ~~from~~in ~~production~~the ~~services;~~eLearing 2)sector ~~Revenue~~where ~~from~~courses ~~events~~and ~~production~~modules can then be continually improved, fine-tuned and ~~promotion~~evolve 3)into ~~Revenue~~an ~~from~~efficient, ~~artist~~effective ~~management~~and engaging e-learning. WeIn 2017, Management will ~~not~~continue beto ~~engaged~~pursue opportunities in ~~the~~eLearning ~~sale~~but ofwill ~~music~~also orexpanded ~~related~~its ~~merchandise~~search to include other businesses lines that can benefit from a technology platform to identify new business opportunities with the ~~public.~~objective of growing sales revenue for BDM.

~~The~~On October 31, 2016 the Company ~~provides~~entered ~~advice,~~into an exclusive license agreement with The Jenex Corporation ("Jenex") in relation to Jenex’s novel thermal therapy device used for insect bites and ~~assistance~~stings. The license gives Luminar the exclusive right to sell the device in all ~~aspects~~markets outside of Canada including the ~~entertainment~~United ~~industry~~States, Europe and Asia. ~~Originally~~Jenex ~~conceived~~maintains tothe ~~provide~~marketing ~~production~~rights ~~services,~~in itCanada ~~now~~and ~~has~~will ~~expanded~~own ~~its~~all ~~scope~~intellectual property related to ~~providing~~the ~~complete~~device. Jenex ~~end-to-end~~will ~~services~~be responsible for the ~~industry~~quality management system and all Federal Drug Administration ("FDA") requirements.

~~Golden~~Luminar ~~Edge~~will ~~Entertainment~~bring media and marketing expertise to the TherOZap™ trade name. The company’s strategy in 2017 will be to commercialize TherOZap™. As Jenex moves from a working prototype to full device production, Luminar will roll out a marketing strategy focused on continental United States. A Class II medical device status from the FDA this platform technology has ~~three~~indicated ~~operating~~for the ~~divisions:~~relief of the pain, itch, and inflammation from over 20,000 different insect stings and bites (including bees, wasps, hornets, mosquitoes, black flies and jellyfish). As a chemical free treatment, these benefits alone are sufficient to support a viable retail sales strategy.

~~Golden~~In ~~Edge~~partnership ~~Productions~~with isJenex, anLuminar ~~international~~is ~~production~~testing ~~company.~~the ~~Golden~~optimized ~~Edge~~features ~~has~~in ~~developed~~the ~~methodologies~~working ~~that~~prototype ~~help~~of ~~drive~~the ~~its~~TherOZap™ ~~production~~device ~~process~~as inprotection anagainst ~~extremely~~both ~~efficient~~the ~~manner.~~Zika ~~Using~~virus ~~online~~and ~~project~~West ~~management~~Nile ~~tools,~~virus ~~Golden Edge has created~~ and ~~continues~~potentially toother ~~develop~~mosquito ~~award-winning~~borne ~~music videos, commercial production, digital animations, as well as interactive applications which include game production~~disease.

~~Golden~~The ~~Edge~~company ~~Artist~~was ~~Development~~started ~~supports~~by ~~the~~entrepreneurs ~~development~~who ofcan ~~emerging~~identify ~~Creative~~new ~~artists~~tools ~~and responds~~ to ~~their~~communicate ~~needs by embracing new business models, ideas, and approaches. We work~~ with ~~the~~a ~~artists~~target ~~and develop strategies which include funding, staffing, program delivery, marketing, fundraising, legal advice and other infrastructure needs~~audience. At ~~GOLDEN EDGE may be seen as an early investor in their artistic endeavours~~Luminar, ~~and~~we itembrace isthe bychallenge ~~their~~of ~~participation, that~~ the ~~artist~~constantly ~~may~~evolving bebusiness ~~able~~landscape ~~to attract other opportunities. We see ourselves as a Stage 1 incubator~~ and ~~also~~our ~~provide~~determined aculture ~~hybrid~~will ~~facility~~develop tosolutions ~~produce~~that ~~works~~evolve ~~from talented individuals~~ with athe ~~story~~changing tobusiness ~~tell~~paradigm.

Golden Edge Event Productions, Promotion and Ticketing has been described as the ‘’Next Generation’’ in concert and event productions. The Company’s expertise is in the development of high profile events that deliver predictable sustainable revenue streams. The Company is known for its ability to execute concerts locally and internationally, and has been able to present Tier A acts as a result of its relationships with major booking agencies developed over years of interaction. In addition to having access the best acts and available talent, Golden Edge has developed solid relationships with service providers, and has formed strategic alliances with a number of companies with global and regional presence to further facilitate the implementation of its productions and create a replicable model.

Plan of Operation

The business model is based on a combination of short term, near term and long term revenue models as defined below:

Short Term Revenue is comprised of a residual revenue model whereby GDEE provides infrastructure and managed services to its clients. It includes base infrastructure products such as artist websites, hosting, email, text messaging and mobile integration services to its clients. Near Term Revenue includes project based high profit production services.

Long Term Revenue includes artist development and long term intellectual property development, such as Intellectual Property, music libraries, and distribution contracts. The management team has determined that in order to build sustainable value over the long-term, it must focus on the development of intellectual property and cultural capital. It desires to create an organization that has the ability to turn “dreams into reality” by providing the capacity for artists to develop, market and monetize their art by providing the means of local production, and international consumption. The organization has well-established national and global relationships with artists, government, creative professionals, record companies, publishing companies, executives, producers, managers, media, venues and promoters. This creates an immediate competitive advantage when it comes to leveraging new opportunities for our stakeholders.

Core Business

Golden Edge Productions

Golden Edge has the capacity to produce the highest quality digital production for any industry. Initially focused on production for the music industry, Golden Edge now creates high quality work for training, commercial productions, television shows, infomercials, and feature films.

Golden Edge Artist Development

Golden Edge works with our artists to provide an entire suite of products and services which includes but is not limited to writing, post-production, website design, social media, event planning, and financing. The Company fills the gap in the music industry, by providing an alternative to the status quo. Golden Edge is a full service music production, management and distribution company, and makes it services available to all of its artists, whether they are established international acts, or up and coming local bands.

Golden Edge Event Productions, Promotions and Ticketing

Golden Edge has experience in producing large-scale events, and has its own technology for both the ticketing and marketing of individual acts. It continually develops its technology infrastructure, to ensure that its artists have access to the latest social media marketing tools. By owning its own ticketing system, it also allows the artist to generate cash flow in advance of the event, and allows better management for the event managers to gauge attendance.

Strategic Goals

Golden Edge Entertainment seeks relationships with all sectors of the entertainment, creative and cultural communities. GDEE sees itself as a true partner with these sectors in so much as our success is directly tied to the success of our partners, whether those partners are musicians, artists, publishers, authors, writers or other cultural actors creating a true win-win environment. Golden Edge has positioned itself to become a facilitator of other people’s dreams, ideas and desires, and provides an unparalleled array of products and services in order to achieve common goals:

❖ Acquire and develop Intellectual Property

❖ Identify, mentor, and support cultural actors

❖ Commercialize and market the assets

❖ Create an exchange platform that is continually evolving

Golden Edge plans to continue developing and deploying its platforms while simultaneously acquiring digital entertainment and cultural assets which add to its intellectual capital.

Revenue Model

Golden Edge’s revenue model has been developed after careful analysis of the culture and entertainment sectors. We reviewed key elements that contributed to their success or failure, and looked at a myriad of companies. What we found is that most Culture and Entertainment sectors know they need more customers, and a better way to reduce costs and increase operational efficiencies. We have developed our business model with these requirements in mind. Golden Edge Entertainment will combine a conservative and balanced approach to its revenue model, by diversification of its income stream across multiple revenue types. It will spread its risk and share its rewards with individuals and groups that believe in this shared philosophy.

Golden Edge sees its revenue sources in a number of areas:

❖ Production Services

❖ Event Promotion and Sponsorship

❖ Royalties, and Licensing

❖ Transactions

By consolidating all of the cost centers under one roof, Golden Edge will provide the most efficient one stop shop for entertainers, creative professionals, and cultural actors to develop their services, products, or art in the most efficient manner.

Officers and Directors

~~Tony~~Chris ~~Khoury~~Cook, ~~Director,~~Chairman ~~Secretary~~of ~~and Treasurer has been involved as an experienced professional in~~ the ~~industry~~Board of ~~sales~~Directors and ~~leasing~~Chief ~~for~~Executive ~~the past ten years. From 2006 to 2015~~Officer, ~~Mr.~~brings ~~Khoury~~more ~~has~~than ~~been~~15 ayears ~~Director~~ of ~~Sales~~experience ~~and~~in ~~Leasing~~mergers atand ~~TRAMS Property Management in Montreal~~acquisitions, ~~Quebec,~~corporate ~~which~~finance isand asupporting ~~multi-national,~~growth ~~vertically~~in ~~integrated~~new ~~real~~emerging ~~estate~~companies. ~~group~~Most ~~offering~~recently ~~third~~he ~~party~~was ~~real~~Vice ~~estate~~President ~~services~~of inHawk ~~the~~Capital ~~United~~(Canada) ~~States~~Inc., ~~Mr.~~a ~~Khoury~~boutique ~~was~~corporate ~~responsible~~finance ~~for~~company, aadvising ~~team~~private ofcompanies ~~sales~~on ~~people~~financing ~~creating~~requirements, ~~new~~setting ~~marketing~~go-to-market ~~ideas~~strategies, ~~negotiating~~mergers ~~sales~~and ofacquisitions ~~properties~~ and ~~implementing~~identifying new ~~corporate~~business ~~strategies~~opportunities. ~~From~~Prior ~~2004~~to ~~through 2006~~that, ~~Mr.~~he ~~Khoury~~ was athe ~~business~~CFO ~~broker~~of ~~for~~Ascel ~~Sunbelt~~Bio ~~Business~~Inc. ~~Brokers~~Mr. inCook ~~Toronto,~~holds ~~Ontario,~~a ~~which~~TRIUM isGlobal aExecutive ~~large~~MBA, ~~main~~one ~~street~~of ~~and~~the ~~lower~~leading ~~middle~~programs for ~~market~~global ~~business~~leaders ~~intermediary~~jointly ~~firm.~~issued ~~Mr.~~by ~~Khoury~~New ~~assisted~~York inUniversity ~~negotiations~~Stern inSchool ~~Mergers~~of ~~and Acquisitions~~Business, ~~assisted~~London ~~potential~~School ~~buyers~~of toEconomics ~~acquire businesses~~ and ~~analyzed~~Political ~~financial~~Science, ~~records~~and toHEC ~~help~~Paris ~~improve~~School ~~corporate~~of ~~growth~~Management. ~~Mr. Khoury attended Vanier College in Montreal, Quebec.~~

~~Anthony~~Mirsad ~~Pavek~~Jakubovic, ~~President~~Chief ~~and~~Financial ~~CEO~~Officer, ~~born 8/16/80~~ is ~~the founder of HaloHD.com Inc.,~~ a ~~rapidly~~Chartered ~~growing~~Accountant ~~film~~ and ~~video~~brings ~~production~~more ~~company~~than ~~located~~25 inyears ~~the~~of ~~Tampa~~finance ~~bay~~experience ~~area.~~to Hehis ~~studied~~role, athaving ~~Full~~served ~~Sail~~as ~~Real~~a ~~World~~director ~~Education~~and inexecutive ~~Winter~~to ~~Park,~~a FLnumber ~~where he earned an Associate~~ of ~~Science~~public ~~in Film and Video~~companies. Mr. ~~Pavek~~Jakubovic ~~directed~~also ~~the~~serves ~~production~~as ofChief ~~the~~Financial ~~Zellwood~~Officer ~~Sweet~~of ~~Corn~~Medifocus ~~Festival,~~Inc. anand ~~annual~~Stroud ~~concert~~Resources ~~held~~Ltd. ~~just~~both ~~outside~~TSX ofVenture ~~Orlando,~~Exchange ~~which~~companies. Mr. ~~draws~~Jakubovic ~~approximately~~holds ~~30,000~~an ~~fans~~MBA onin aFinance ~~yearly~~from ~~basis.~~Richard HeIvey ~~has~~School ~~also~~of ~~directed~~business ~~over~~and 30a ~~major~~Bachelor ~~country/rock/Christian~~of ~~artist~~Commerce ~~concerts. Mr. Pavek graduated~~ from ~~Full~~the ~~Sail~~ University inof ~~2002 with an AS in film/video~~Toronto.

John Govoruhk, COO, born 2/12/59 is a promoter and booking agent with over three decades of experience in the music industry. He started his own booking agency called “Johnny G’s”, an agency that eventually merged with Omni Talent. Working with Omni, Mr. Govoruhk handled numerous national bands, not only at the height of their glory, but in their early days as well. These acts included Jackyl, Quiet Riot, 38 Special, Lynyrd Skynyrd, Jefferson Starship, and Cheap Trick. In addition to owning a studio, he owned and operated a musical instruments business for over ten years as well. Within the last two years, he collaborated on shows for both Live Nation and AEG LIVE. Mr. Govoruhk is founder of Crowd Pleaser Artist a promotional company, in business for last 5 years.

ITEM 1A. RISK FACTORS

Risks Related to Our Business

An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this registration statement before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

WeThe ~~have~~Company has limited operating history and no significant revenues or earnings from operations .

WeThe ~~have~~Company has no assets ~~other than a small amount of cash~~ and ~~other small assets. We~~ will, in all likelihood, sustain operating expenses without corresponding revenues, at least until wethe ~~produce~~TherOZap ~~our~~device ~~first event which~~ is ~~currently~~ready ~~under~~for ~~development.~~commercial ~~Further, there is no assurance that we will be able to successfully produce an event~~sales. Even if wethe doCompany does achieve profitability, weteh Company may be unable to sustain or increase that profitability in the future. Results of operations will depend upon numerous factors, some beyond our control, including market acceptance of our products and services and competition. If we do not develop operations and revenues, the value of any investment in our Company may become worthless.

WeThe Company may require additional funds to achieve our current business strategy, which we may not be able to obtain which would affect our ability to operate.

~~While~~The ~~the~~ Company will ~~begin~~require ~~operations~~additional ~~without~~financing ~~raising~~until ~~significant~~the ~~capital~~TherOZap bydevice ~~taking~~is onready ~~projects from clients who will pay in advance~~ for ~~our~~commercial ~~services, it is possible that we will require additional funds at some point~~sales. There can be no assurance that additional funds will be available to the Company, if needed, or, if available, that they will be available on terms which would be acceptable. If the Company’s capital is insufficient to operate successfully, and if additional funding is not available or not available on acceptable terms, the value of any investment in our Company may become worthless. Mr. Pavek and the Company’s CEO have orally agreed to provide the necessary funds, without interest, for the Company to comply with the 1934 Act reporting requirements, provided that they are officers or directors of the Company when the obligation is incurred. They have not set a maximum dollar amount that they are willing to provide to the Company, and they are not contractually obligated to fund the Company, and the Company cannot provide assurance that their funding will continue in the future.

Our status as an “emerging growth company” under the JOBS Act of 2012 may make it more difficult to raise capital as and when ~~we need it~~necessary. Because of the exemptions from various reporting requirements provided to usthe Company as an “emerging growth company”, wethe Company may be less attractive to investors and it may be difficult for us to raise additional capital as and when wethe ~~need~~Company needs it. If wethe ~~are~~company is unable to raise additional capital as ~~and when we need it~~necessary, ~~our~~the financial condition and results of operations may be materially and adversely affected.

WeThe Company may not be able to continue to operate as a going concern

Our auditor has expressed the opinion that wethe Company may not be able to continue as a going concern. ~~His~~The opinion letter and the notation in the financial statements indicate that wethe doCompany does not have revenues, significant cash reserves, or other material assets and that weit ~~are~~is relying on advances from stockholders, officers and directors to meet ~~our limited~~ operating expenses. WeThe Company may become insolvent if weit ~~are~~is unable to pay ~~our~~its debts in the ordinary course of business as they become due.

~~Our~~The ~~production~~Company's operations require usmanagement to make subjective determinations as to the potential marketability of anthe ~~artist~~TherOZap device.

The Company must make a subjective determination as to the marketability of anThe ~~artist’s~~TherOZap ~~work when defining the terms of a production contract with an artist~~device. IfThe weTherOZap ~~sign~~device ~~artists~~is ~~who~~in ~~ultimately~~prototype ~~turn~~stage ~~out~~and tomay benever ~~unprofitable~~achieve orcommercialization. ~~fail~~The toCompany's ~~sign, our~~ financial condition may be adversely effected and the value of our securities, if any, may decline in value or become worthless if the TherOZap device is not accepted in the market at a profitable price.

~~Our~~The Company's success depends heavily on two individuals and wethe ~~have~~Company has no insurance on those individuals.

~~Our~~The Company's success depends almost exclusively on two individuals, our ~~President~~CEO, ~~Anthony~~Christopher ~~Pavek~~Cook and ~~vice~~Chief ~~president~~Financial ~~John~~Officer ~~Govoruhk~~Mirsad Jakubovic. Mr. ~~Pavek~~Cook and Mr. Jakubovic are both experienced in running public companies, and Mr. Jakubovic is the only member of our management team with experience in the ~~music~~medical devices industry. The Company does not carry life or disability insurance on ~~Mr.~~its ~~Pavek~~officers. If the Company were to lose the services of ~~Mr.~~these ~~Pavek~~individuals before operations or funding would allow the Company to hire other management with industry experience, the Company would most likely fail and the value of our securities, if any, decline in value or become worthless.

~~Our~~The ~~other~~Company's Officers ~~and Directors~~ devote limited time to ~~our~~the Company's business, which may negatively impact upon ~~our~~its plan of operations, implementation of ~~our~~its business plan and ~~our~~its potential profitability.

Apart from Mr. ~~Pavek~~Cook, who devotes most of his time to the affairs of the Company, our other Officer is involved in another business. The limited amount of time ~~our~~the ~~director~~officers ~~devotes~~devote to ~~our~~the business ~~and~~may be inadequate to implement the ~~limited~~plan of operations and develop a profitable business.

~~experience~~Having ~~which~~only heone ~~has~~director inlimits ~~our~~the ~~industry~~Company's ~~may~~ability ~~be inadequate~~ to ~~implement~~establish ~~our~~effective ~~plan~~independent ofcorporate ~~operations~~governance ~~and~~procedures ~~develop a profitable business~~.

~~Having~~The Company has only one director. Accordingly, ~~limits~~the Company cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. Until the Company has a larger board of directors that would include some independent members, if ever, there will be limited oversight of our president’s decisions and activities and little ability for minority shareholders to ~~establish~~challenge ~~effective~~or ~~independent~~reverse ~~corporate~~those ~~governance~~activities ~~procedures~~and decisions, even if they are not in the best interests of minority shareholders.

WeThe ~~have~~Company's ~~only~~Common ~~one~~Stock ~~director. Accordingly,~~may wenever cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. Until we have a larger board of directors that would include some independent members, if ever, there will be ~~limited~~publicly ~~oversight~~traded ~~of our president’s decisions~~ and ~~activities~~holders ~~and~~may ~~little~~have no ability ~~for minority shareholders~~ to ~~challenge~~sell ortheir ~~reverse those activities and decisions, even if they are not in the best interests of minority shareholders~~shares.

~~Our~~There ~~one~~is ~~director~~no ~~represents~~established apublic ~~majority~~trading ofmarket ~~the~~for our shares ~~issued~~of ~~and~~Common ~~outstanding~~Stock, and there is no assurance that our Common Stock will be ~~able~~accepted tofor ~~approve~~quotation ~~all~~on ~~corporate~~the ~~actions~~OTC ~~without~~Bulletin ~~shareholder~~Board ~~consent~~or ~~and~~in any other trading system in the future. There can be no assurance that a market for the Common Stock will ~~control~~be ~~our~~established ~~Company~~or that, if established, a market will be sustained. Therefore, if you purchase Common Stock you may be unable to sell the shares. Accordingly, you should be able to bear the financial risk of losing your entire investment.

~~Our~~Only ~~director,~~market ~~Tony~~makers ~~Khoury,~~can ~~currently~~apply ~~owns~~to ~~approximately~~quote 91securities.4% A market maker who desires to initiate quotations in the OTC Bulletin Board system must complete an application (Form 211) (unless an exemption is applicable) and by doing so, will have to represent that it has satisfied all applicable requirements of ~~our~~the ~~Common~~Securities ~~Stock~~and Exchange Commission Rule 15c2-11 and the filing and information requirements promulgated under the Financial Industry Regulatory Authority ("Finra") Bylaws. ~~Because~~The ofOTC ~~this,~~Bulletin heBoard will ~~have~~not charge us a fee for being quoted on the ~~controlling~~service. ~~vote~~Finra rules prohibit market makers from accepting any remuneration in ~~all~~return ~~matters~~for ~~requiring~~quoting ~~approval~~issuers' securities on the OTC Bulletin Board or any similar medium. Finra will review the market maker's application (unless an exemption is applicable). If cleared, it cannot be assumed by ~~our~~any ~~shareholders~~investor that any federal, ~~but~~state or self-regulatory requirements other than certain Finra rules and Rule 15c2-11 have been considered by Finra. Furthermore, the clearance should not ~~requiring~~be construed by any investor as indicating that Finra, the ~~approval~~Securities and Exchange Commission, or any state securities commission has passed upon the accuracy or adequacy of the ~~minority~~documents ~~shareholders.~~contained in the submission.

~~Some~~The ofOTC ~~our~~Bulletin ~~competitors~~Board ~~may~~is bea ~~able~~market tomaker ~~use~~or ~~their~~dealer-driven ~~financial~~system ~~strength~~offering toquotation ~~dominate~~and trading reporting capabilities - a regulated quotation service - that displays real-time quotes, last-sale prices, and volume information in OTC equity securities. The OTC Bulletin Board securities are not listed and traded on the ~~market~~floor of an organized national or regional stock exchange. Instead, ~~which~~OTC ~~may~~Bulletin ~~affect~~Board ~~our~~securities ~~ability~~transactions toare ~~generate~~conducted ~~revenues~~through a telephone and computer network connecting market makers or dealers in stocks.

~~Many~~If ofthe ~~our~~Company's ~~competitors~~Common ~~are~~Stock ~~much~~does ~~larger~~not ~~companies~~meet ~~and~~blue ~~better~~sky ~~capitalized.~~resale ~~They could choose to use their greater resources to finance their continued participation and penetration of this market~~requirements, ~~which~~certain shareholders may impede our ability to generate sufficient revenue to cover our costs. Their better financial resources could allow them to significantly out spend us on music recording, as well as marketing and production. We might not be ~~able~~unable to ~~maintain~~resell ~~our~~the ~~ability~~Common ~~to compete in this circumstance~~Stock.

~~Our~~The resale of Common Stock ~~may~~must ~~never~~meet bethe ~~publicly~~blue ~~traded~~sky resale requirements in the states in which the proposed purchasers reside. If the Company is unable to qualify the Common Stock and there is no exemption from qualification in certain states, the holders ~~may~~of ~~have~~the noCommon ~~ability~~Stock or the purchasers of the Common Stock may be unable to sell ~~their shares~~them.

~~There~~The isCompany's noshareholders ~~established~~may ~~public~~face ~~trading~~significant ~~market~~restrictions ~~for our shares of Common Stock, and there is no assurance that our Common Stock will be accepted for quotation~~ on the ~~OTC~~resale ~~Bulletin~~of ~~Board or in any other trading system in the future. There can be no assurance that a market for our~~ Common Stock ~~will~~due ~~be established or that, if established, a market will be sustained. Therefore, if you purchase our Common Stock you may be unable~~ to ~~sell~~state ~~the~~"blue ~~shares.~~sky" ~~Accordingly, you should be able to bear the financial risk of losing your entire investment~~laws.

~~Only~~There ~~market~~are ~~makers~~state ~~can~~regulations ~~apply~~that tomay ~~quote~~adversely ~~securities.~~affect ~~A market maker who desires to initiate quotations in~~ the ~~OTC~~transferability ~~Bulletin Board system must complete an application (Form 211) (unless an exemption is applicable) and by doing so, will have to represent that it has satisfied all applicable Requirements~~ of ~~the~~our ~~Securities~~Common ~~and Exchange Commission Rule 15c2-11 and the filing and information requirements promulgated under the Financial Industry Regulatory Authority ("Finra") Bylaws~~Stock. The ~~OTC~~Company ~~Bulletin~~has ~~Board will~~ not ~~charge~~registered usits aCommon ~~fee~~Stock for ~~being~~resale ~~quoted~~under on the ~~service.~~securities ~~Finra~~or ~~rules~~"blue ~~prohibit~~sky" ~~market~~laws ~~makers~~of ~~from accepting~~ any ~~remuneration~~state. inThe ~~return~~Company ~~for~~may ~~quoting~~seek ~~issuers'~~qualification ~~securities on the OTC Bulletin Board~~ or ~~any~~advise ~~similar~~shareholders ~~medium.~~of ~~Finra will review~~ the ~~market~~availability ~~maker's~~of ~~application (unless~~ an exemption ~~is applicable)~~. IfThe ~~cleared,~~Company itis ~~cannot~~under beno ~~assumed~~obligation byto ~~any~~register ~~investor that any federal, state~~ or ~~self-regulatory~~qualify ~~requirements~~its ~~other~~Common ~~than~~Stock ~~certain~~in ~~Finra rules and Rule 15c2-11 have been considered by Finra. Furthermore, the clearance should not be construed by~~ any ~~investor~~state ~~as indicating that Finra, the Securities and Exchange Commission,~~ or ~~any~~to ~~state~~advise ~~securities commission has passed upon~~ the ~~accuracy~~shareholders ~~or adequacy~~ of ~~the~~any ~~documents contained in the submission~~exemptions.

The OTC Bulletin Board is a market maker or dealer-driven system offering quotation and trading reporting capabilities - a regulated quotation service - that displays real-time quotes, last-sale prices, and volume information in OTC equity securities. The OTC Bulletin Board securities are not listed and traded on the floor

of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting market makers or dealers in stocks.

If our Common Stock does not meet blue sky resale requirements, certain shareholders may be unable to resell our Common Stock.

The resale of Common Stock must meet the blue sky resale requirements in the states in which the proposed purchasers reside. If we are unable to qualify the Common Stock and there is no exemption from qualification in certain states, the holders of the Common Stock or the purchasers of the Common Stock may be unable to sell them.

Our shareholders may face significant restrictions on the resale of our Common Stock due to state "blue sky" laws.

There are state regulations that may adversely affect the transferability of our Common Stock. We have not registered our Common Stock for resale under the securities or "blue sky" laws of any state. We may seek qualification or advise our shareholders of the availability of an exemption. We are under no obligation to register or qualify our Common Stock in any state or to advise the shareholders of any exemptions.

Current shareholders, and persons who desire to purchase the Common Stock in any trading market that may develop in the future, should be aware that there might be significant state restrictions upon the ability of new investors to purchase the Common Stock.

Blue sky laws, regulations, orders, or interpretations place limitations on offerings or sales of securities by where such securities represent "cheap stock" previously issued to promoters or others. Our officers received stock at a price of $.~~0005~~0001 for each share, and may be deemed to hold "cheap stock." These limitations typically provide, in the form of one or more of the following limitations that such securities are:

(a) Not eligible for sale under exemption provisions permitting sales without registration to accredited investors or qualified purchasers;

(b) Not eligible for the transaction exemption from registration for non-issuer transactions by a registered broker-dealer;

(c) Not eligible for registration under the simplified small corporate offering registration (SCOR) form available in many states;

(d) Not eligible for the "solicitations of interest" exception to securities registration requirements available in many states;

(e) Not permitted to be registered or exempted from registration, and thus not permitted to be sold in the state under any circumstances.

Virtually all 50 states have adopted one or more of these limitations, or other limitations or restrictions affecting the sale or resale of "cheap stock" issued to promoters or others. Any secondary trading market which may develop, may only be conducted in those jurisdictions where an applicable exemption is available or where the shares have been registered.

~~Our~~The Company's Common Stock will be subject to significant restriction on resale due to federal penny stock restrictions.

The Securities and Exchange Commission has adopted rules that regulate broker or dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker or dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker or dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker or dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The penny stock rules also require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker or dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

provided by the exchange system). The penny stock rules require a broker or dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker or dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker or dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The penny stock rules also require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker or dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements will have the effect of reducing the level of trading activity in any secondary market for our stock, and accordingly, shareholders of our Common Stock will find it difficult to sell their securities, if at all.

ITEM 2. PROPERTIES

WeThe Company presently ~~utilize~~utilizes office space at ~~3959~~1090 ~~van~~Don ~~dyke~~Mills ~~rd,~~Rd Suite ~~313~~404, ~~Tampa~~North York, FLOntario, ~~33558~~Canada. This space is provided to ~~the~~ Company by ~~our~~the ~~president~~CFO on a rent free basis, and it is anticipated that this arrangement will continue for the next twelve months.

ITEM 3. LEGAL PROCEEDINGS

There is no current pending or threatened litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the period ended December 31, ~~2015~~2016.

PART II

Market Information

There is limited trading market for our Common Stock at present and there has been limited trading market since inception.

Holders

As of April 1421, ~~2016~~2017, there were approximately 5153 stockholders of record holding our common stock.

Dividends

WeThe ~~have~~Company has never paid a dividend on ~~our~~ common stock and wedoes do not intend to pay a dividend in the foreseeable future. WeThe ~~have~~company has had no earnings from which to pay dividends to date and weanticipates ~~anticipate~~ that there will be no earnings prior to a business combination and possibly no earnings after a business combination.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

(A) SECURITIES ISSUED IN BANKRUPTCY

1,180,000 shares of our common stock were distributed to 48 shareholders by order of the U.S. Bankruptcy Court for the Central District of California as part of the confirmed Plan of Reorganization of Spicy Gourmet Organics, Inc. (the "Debtor"). The Court ordered the Company’s securities to be distributed to creditors of the Debtor in partial satisfaction of their claims against the Debtor and in order to enhance the creditors' opportunity for recovery.

5,000,000 warrants to purchase shares of our common stock were also distributed to creditors of the Debtor as part of the confirmed Plan of Reorganization. The warrants consist of 1,000,000 "A Warrants" each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 "B Warrants" each convertible into one share of common stock at an exercise price of $4.00; 1,000,000 "C Warrants" each convertible into one share of common stock at an exercise price of $5.00; 1,000,000 "D Warrants" each convertible into one share of common stock at an exercise price of $6.00; and 1,000,000 "E Warrants" each convertible into one share of common stock at an exercise price of $7.00. All warrants are currently exercisable and may be exercised at any time prior to November 19, 2015. In November 2015 the exercise price of the warrants was changed to $0.05 and the expiry date was extended to November 19, 2017.

The issuance of the 1,180,000 shares of common stock and the 5,000,000 warrants to purchase a total of 5,000,000 shares of common stock were issued in exchange for claims against the estate of the Debtor and were exempt from registration under the Securities Act of 1933, as amended, because they were issued under section 1145 of the Bankruptcy Code (Title 11 of the U.S. Code). In addition, we may have also relied upon section 3(a)(7) of the Securities Act of 1933 as a transaction ordered by a court as part of a bankruptcy reorganization.

(B) SECURITIES ISSUED IN A PRIVATE PLACEMENT

The Company issued 10,000,000 restricted shares of its common stock to two Directors, Ali Balaban and Daniel Masters, at $0.0005 per share on June 30, 2011, for total consideration of $5,000. On February 1, 2013 the Company issued 6,000,000 restricted shares of its common stock to Edgel Groves in exchange for his services. We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuance. We believed that Section 4(2) was available because:

- The issuance involved no underwriter, underwriting discounts or commissions;

- We placed restrictive legends on all certificates issued;

- No sales were made by general solicitation or advertising;

- Sales were made only to accredited investors.

In connection with the above transactions, we provided the following to the investor:

- Access to all our books and records.

- Access to all material contracts and documents relating to our operations.

- The opportunity to obtain any additional information, to the extent we possessed such information, ~~necessary to verify the accuracy of the information to which the investors were given access.~~

necessary to verify the accuracy of the information to which the investors were given access.

The 16,000,000 shares of common stock issued in these private placements will not be eligible for resale under Rule 144 until the conditions of Rule 144(i) are met.

Stock Splits

WeThe ~~have~~Company never authorized a stock split or reverse stock split.

Repurchases

WeThe ~~have~~Company has never repurchased any shares of our common stock, nor were any repurchases made on ~~our~~its behalf, nor have any future repurchases been authorized.

ITEM 6. SELECTED FINANCIAL DATA

The following balance sheet data and statement of operations data for the periods ended December 31, ~~2015~~2016 and ~~2014~~2015 were derived from ~~our~~the audited financial statements. ~~Our~~The audited financial statements for those periods and the notes thereto appear elsewhere herein. The data should be read in conjunction with the annual financial statements, related notes, and other financial information appearing elsewhere herein.

[lrgr10k_10k002.gif]

	December 31, 2015	December 31, 2014
Statement of Operations Data
Revenues	-	-
Expenses	80,334	11,454
Net Profit/Loss	(80,334)	(11,454)
Loss per share
Basic & Diluted	(0.00)	(0.00)
Balance Sheet Data
Cash	0	-
Total Assets	1400	-
Liabilities	51,514	693
Stockholders ’ Equity (Deficit)	(50,114)	(693)

ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following Discussion and Analysis is intended to help you understand our financial condition and results of operations for the years ended December 31, ~~2015~~2016 and December 31, ~~2014~~2015. You should read the following discussion and analysis together with our audited financial statements and the notes to the financial statements included under Item 8 in this report. Our future financial condition and results of operations will vary from our historical financial condition and results of operations described below based on a variety of factors. You should carefully review the risks described under Item 1A and elsewhere in this report, which identify certain important factors that could cause our future financial condition and results of operations to vary.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, ~~2015~~2016. wethe Company had assets of $12,~~400~~601, and liabilities of $59214,~~677and~~544 weand ~~had~~ an accumulated deficit of $~~167~~418,~~173~~308. As of December 31, ~~2014~~2015, wethe Company had assets of $~~Nil~~1,400, and $~~693~~59,677 of liabilities and ~~we had~~ an accumulated deficit of $86167,~~839~~173. Most of ~~our~~the expenses in ~~2015~~2016, were for professional, general, and administrative expenses which ~~totalled~~totaled $72121,~~997~~819. InThe ~~2014~~Company ~~the~~also ~~Company~~invested ~~was~~$25,000 ~~dormant~~in research and wedevelopment ~~had~~towards ~~$11,454~~the completion of the TherOZap medical device. Most of the expenses in 2015, were for professional, general, and administrative expenses which totaled $72,997. ~~Our~~The increase in liabilities was the result of aloans ~~loan~~ from anprevious ~~officer~~officers and shareholder. WeThe Company will, in all likelihood, sustain continued operating expenses without corresponding revenues, at least for the next year, and we will continue to depend upon shareholders, officers, and directors to make loans to the Company to meet any costs that may occur. All such advances will be interest-free.

RESULTS OF OPERATIONS

The Company has not yet realized any revenues or earnings from operations. Its website is now operational and it hopes to record its first revenues during the next quarter.

GOING CONCERN.

The accompanying financial statements are presented on a going concern basis. The company's financial condition raises substantial doubt about the Company's ability to continue as a going concern. The Company does not have cash or other material assets nor does it have any operations or revenues from operations. It is relying on advances from stockholders, officers and directors to meet its limited operating expenses.

OFF-BALANCE SHEET ARRANGEMENTS

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

DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The Company has no contractual obligations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Management believes that the Company bears no direct market risk. The Company holds no debt or equity securities, no foreign currencies, and has no credit facility. Shareholders of the Company have agreed to extend loans to the Company as needed to meet obligations, however these will be interest free. The Company has not made any sales, purchases, or commitments with foreign entities which would expose it to currency risks.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company’s financial statements appear at the end of this Form 10-K; they consist of:

· Reports Of Independent Registered Public Accounting ~~Firms~~Firm

· Consolidated Balance Sheets

· Consolidated Statement of Operations

· Consolidated Statement of Changes in Stockholders ’ Equity

· Consolidated Statement of Cash Flows

· Notes to Financial Statements

ITEM 9. CHANGES IN AND DISAGREEMETNS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements with our accountants and no changes to our accounting and financial disclosure. ~~Anton~~The &Company ~~Chia~~has changed its auditors, ~~CPAs~~UHY ~~still~~McGovern ~~remains~~Hurley ~~our~~LLP ~~auditor.~~for the year ended December 31, 2016.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of ~~our~~ management, including ~~our~~the principal executive officer and the principal financial officer, wethe ~~have~~Company has conducted an evaluation of the effectiveness of the design and operation of ~~our~~the disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report (December 31, ~~2015~~2016). The term disclosure controls and procedures means our controls and other procedures that are designed to ensure that information required to be disclosed ~~by us~~ in the reports that wefiled ~~file~~ or ~~submit~~submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by usthe Company in the reports ~~that~~filed ~~we file~~ or ~~submit~~submitted under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, ~~our~~the principal executive officer and ~~our~~the principal financial officer concluded that, as of December 31, ~~2015~~2016, ~~our~~ disclosure controls and procedures were effective at a reasonable assurance level.

Management’s Annual Report on Internal Control over Financial Reporting

~~Our~~Management ~~management~~ is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of ~~our~~ assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of ~~our~~ assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation of ~~our~~the chief executive officer and ~~our~~the chief financial officer weteh Company conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, ~~2013~~2016, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on ~~our~~the evaluation under this framework, management concluded that ~~our~~ internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.

Insufficient Resources: We The ~~have~~Company has an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting to be able to have appropriately designed and operating entity level controls including risk assessment; information and communication; monitoring; and financial reporting.

Inadequate Segregation of Duties: We The ~~have~~company has an inadequate number of personnel to properly segregate duties to implement control procedures.

Lack of Audit Committee and Outside Directors on the Company ’ s Board of Directors: WeThe doCompany does not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue to assess and address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.

Management has discussed the material weakness noted above with our independent registered public accounting firm. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal controls over financial reporting during its fiscal year that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification of Director and Executive Officer

WeAs ~~have~~at April 21, 2017, the Company has one director and two officers, as set forth below.

Name	Age	Position
Tony Khoury	36	Director, Secretary and treasurer
Christopher Cook	48	Director, Secretary and CEO
Anthony Pavek	36	CEO
Mirsad Jakubovic	54	CFO
John Govoruhk	57	COO

Biographies and Qualifications of Our Executive Officers and Director.

The biographies of our executive officer and director and our two consultants, including certain information regarding the director’s experience, attributes, skills and/or qualifications that led to the conclusion that the individual should be serving as an executive officer and/or director of ~~our~~the Company, are as follows:

~~Mr.~~Chris ~~Khoury~~Cook, ~~has~~Chairman ~~been~~of ~~involved as an experienced professional in~~ the ~~industry~~Board of ~~sales~~Directors and ~~leasing~~Chief ~~for~~Executive ~~the past ten years. From approximately 2006 to 2015~~Officer, ~~Mr.~~brings ~~Khoury~~more ~~has~~than ~~been~~15 ayears ~~Director~~ of ~~Sales~~experience ~~and~~in ~~leasing~~mergers atand ~~TRAMS Property Management in Montreal~~acquisitions, ~~Quebec,~~corporate ~~which~~finance isand asupporting ~~multi-national,~~growth ~~vertically~~in ~~integrated~~new ~~real~~emerging ~~estate~~companies ~~group~~grow. ~~offering~~Most ~~third~~recently ~~party~~he ~~real~~was ~~estate~~Vice ~~services~~President inof ~~the~~Hawk ~~United~~Capital ~~States.~~(Canada) MrInc., ~~Khoury~~a ~~was~~boutique ~~responsible~~corporate ~~for~~finance acompany, ~~team~~advising ofprivate ~~sales~~companies ~~people~~on ~~creating~~financing ~~new~~requirements, ~~marketing~~setting ~~ideas~~go-to-market strategies, ~~negotiating~~mergers ~~sales~~and ofacquisitions ~~properties~~ and ~~implementing~~identifying new ~~corporate~~business ~~strategies~~opportunities. ~~From~~Prior ~~approximately~~to ~~2004 through 2006~~that, ~~Mr.~~he ~~Khoury~~ was athe ~~business~~CFO ~~broker~~of ~~for~~Ascel ~~Sunbelt~~Bio ~~Business~~Inc. ~~Brokers~~Mr. inCook ~~Toronto,~~holds ~~Ontario,~~a ~~which~~TRIUM isGlobal aExecutive ~~large~~MBA, ~~main~~one ~~street~~of ~~and~~the ~~lower~~leading ~~middle~~programs for ~~market~~global ~~business~~leaders ~~intermediary~~jointly ~~firm.~~issued ~~Mr.~~by ~~Khoury~~New ~~assisted~~York inUniversity ~~negotiations~~Stern inSchool ~~Mergers~~of ~~and Acquisitions~~Business, ~~assisted~~London ~~potential~~School ~~buyers~~of toEconomics ~~acquire businesses~~ and ~~analyzed~~Political ~~financial~~Science, ~~records~~and toHEC ~~help~~Paris ~~improve~~School ~~corporate~~of ~~growth~~Management. ~~Mr.Khoury attended Vanier College in Montreal, Quebec.~~

~~Mr.~~Mirsad ~~Pavek~~Jakubovic, ~~born~~Chief ~~8/16/80~~Financial ~~is the founder of HaloHD.com Inc.~~Officer, is a ~~rapidly~~Chartered ~~growing~~Accountant ~~film~~ and ~~video~~brings ~~production~~more ~~company~~than ~~located~~25 inyears ~~the~~of ~~Tampa~~finance ~~bay~~experience ~~area.~~to Hehis ~~studied~~role, athaving ~~Full~~served ~~Sail~~as ~~Real~~a ~~World~~director ~~Education~~and inexecutive ~~Winter~~to ~~Park,~~a FLnumber ~~where he earned an Associate~~ of ~~Science~~public ~~in Film and Video~~companies. Mr. ~~Pavek~~Jakubovic ~~directed~~also ~~the~~serves ~~production~~as ofChief ~~the~~Financial ~~Zellwood~~Officer ~~Sweet~~of ~~Corn~~Medifocus ~~Festival~~Inc., ana ~~annual~~medical ~~concert~~devices ~~held~~company, ~~just~~and ~~outside~~Stroud ofResources ~~Orlando~~Ltd, ~~which~~both ~~draws~~TSX ~~approximately~~Venture ~~30,000~~Exchange ~~fans~~companies. Mr. onJakubovic aholds ~~yearly~~an ~~basis.~~MBA Hein ~~has~~Finance ~~also~~from ~~directed~~Richard ~~over~~Ivey 30School ~~major~~of ~~country/rock/Christian~~business ~~artist~~and ~~concerts.~~a ~~Mr.~~Bachelor ~~Pavek~~of ~~graduated~~Commerce from ~~Full~~the ~~Sail~~ University inof ~~2002 with an AS in film/video~~Toronto.

John Govoruhk, born 2/12/59 is a promoter and booking agent with over three decades of experience in the music industry. He started his own booking agency called “Johnny G’s”, an agency that eventually merged with Omni Talent. Working with Omni, Mr. Govoruhk handled numerous national bands, not only at the height of their glory, but in their early days as well. These acts included Jackyl, Quiet Riot, 38 Special, Lynyrd Skynyrd, Jefferson Starship, and Cheap Trick. In addition to owning a studio, he owned and operated a musical instruments business for over ten years as well. Within the last two years, he collaborated on shows for both Live Nation and AEG LIVE. John is founder of Crowd Pleaser Artist a promotional company, in business for last 5 years.

Code of Ethics

WeThe ~~have~~Company has adopted a code of ethics that applies to ~~our~~the principal executive officer, principal financial officer, and persons performing similar functions. The code of ethics will be posted on the investor relations section of the Company's website in the event that wethe ~~develop~~Company develops a website. At such time as wethe ~~have~~Company has posted the code of ethics on ~~our~~its website, weit ~~intend~~intends to satisfy the disclosure requirements under Item 10 of Form 8-K regarding any amendment to, or waiver from, a provision of the code of ethics by posting such information on the website.

Audit Committee

~~Our~~The board of directors has not established an audit committee. In addition, wethe doCompany does not have a compensation committee or executive committee or similar committees. WeThe company will not, in all likelihood, establish an audit committee until such time as the Company generates a positive cash flow of which there can be no assurance. WeThe ~~recognize~~Company recognizes that an audit committee, when established, will play a critical role in our financial reporting system by overseeing and monitoring management's and the independent auditors' participation in the financial reporting process. At such time as wethe ~~establish~~Company establishes an audit committee, its additional disclosures with ~~our~~ auditors and management may promote investor confidence in the integrity of the financial reporting process.

Until such time as an audit committee has been established, the full board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussion of the audited financial statements with management, and (ii) discussions with the independent auditors of matters required to be discussed by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or supplemented.

There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

The Board of Directors will consider candidates for director positions that are recommended by any of ~~our~~ stockholders. Any such recommendation should be provided to ~~our~~the Secretary.

Corporate governance and management

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On March 23, 2015 Tony Khoury resigned as the Company’s Chief Executive Officer and Chief Financial Officer. Mr. Khoury had not disputes with the Company and still remains as Chairman of the board, Secretary and Treasurer. In conjunction with the resignation of Mr. Khoury, Anthony Pavek was appointed Chief Executive Officer and President of the Company, and John Govoruhk was appointed Vice President and Chief Operating Officer of the Company.

~~5,000,000~~In ~~warrants~~July to2016, ~~purchase~~Mirsad ~~shares~~Jakubovic ofwas ~~our~~appointed ~~common~~Chief ~~stock~~Financial ~~were~~Officer ~~also distributed to creditors~~ of the ~~Debtor as part of the confirmed Plan of Reorganization~~Company. The warrants consist of 1,000,000 "A Warrants" each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 "B Warrants" each convertible into one share of common stock at an exercise price of $4.00; 1,000,000 "C Warrants" each convertible into one share of

~~common~~In ~~stock~~October ~~at an exercise price of $5.00; 1~~2016,~~000,000~~ "DChristopher ~~Warrants"~~Cook ~~each~~was ~~convertible~~appointed ~~into~~Chief ~~one~~Executive ~~share~~Officer ofreplacing ~~common stock at an exercise price of $6~~Mr.~~00;~~ ~~and~~Anthony ~~1,000,000 "E~~Pavek.

On March 24, 2015, The board passed a resolution on electing to change the exercise price of Warrants A, B,C and D to $0.05

ITEM 11. EXECUTIVE COMPENSATION

During the year ended December 31, ~~2013~~2016 ~~our~~the ~~President~~Chief Executive Officer received 6$3,000~~,000~~ ~~shares of our common stock~~ as compensation for his services in ~~2013~~2016. ~~Our~~The ~~other~~Chief ~~executive~~Financial ~~officer,~~Officer ~~our Secretary and Treasurer~~ received no$6,000 as compensation in ~~any form in~~ the year ended December 31, ~~2013~~2016. There are no agreements in place or contemplated at this time to provide cash or stock compensation to ~~our~~ directors or officers in the future. WeThe ~~have~~Company has no retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of ~~our~~ officers, directors, or employees, and wethe ~~have~~Company has no employees at this time.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS

The following table sets forth certain information, as of the date of this Current Report, with respect to the beneficial ownership of the outstanding common stock by: (i) any holder of more than five (5%) percent; (ii) each of the Corporation’s executive officers and directors; and (iii) the Corporation’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Unless otherwise indicated, each of the stockholders named in the table below has sole voting and investment power with respect to such shares of common stock. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. As of the date of this ~~Current Report~~report, there are 1718,~~580~~688,~~000~~974 shares of common stock issued and outstanding.

Security Ownership of Certain Beneficial Owners and Management

1718,~~580~~688,~~000~~974 shares outstanding shares

100,000,000 M authorized shares

16,065,000 Tony Khoury

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Current Report. As of the date of this Current Report, there are 17,580,000 shares issued and outstanding.

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this report. As of the date of this report, there are 18,688,974 shares issued and outstanding.

There have been no related party transactions, or any other transactions required to be disclosed, other than the compensation paid to our past President and noted above ~~in the form of 6,000,000 share of our common stock~~. There are no promoters except to the extent the Directors of the Company may be considered to be promoters because of their involvement with the Company ’ s business plan, and/or its bankruptcy plan of reorganization, and/or their ownership of shares in the Company, and/or their family relationship with ~~our~~the president.

The officers and directors of the Company have agreed to provide the necessary funds, without interest, for the Company to comply with the 1934 Act provided that the lender is an officer or director of the Company when the obligation is incurred. All advances are interest-free, due on demand, and there is no contractual obligation requiring the officers and directors to provide these funds. At December 31, 2013 the Company owed $5,800 to an officer and director of the Company. This debt was incurred during the year ended December 31, 2013.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

~~Anton~~UHY &McGovern ~~Chia,~~Hurley ~~CPAs,~~LLP audited the Company ’ 's financial statements for the year ended December 31, ~~2015,~~2016. ~~and~~Anton ~~Kenne~~& ~~Ruan~~Chia, ~~CPA~~CPAs, audited the Company ’ s financial statements for the year ended December 31, ~~2014~~2015. The following table sets forth the aggregate fees billed to the Company by ~~Anton~~UHY &McGovern ~~Chia~~Hurley LLP for ~~2012~~2016 and byAnton ~~Kenne~~& ~~Ruan~~Chia for ~~2013~~2015:

Audit fees charged during the following years, including the audit of the Company’s annual financial statements and fees related to reviews of quarterly financial statements, consents and review of registration statements were.

Year ~~2014~~2015: $39,~~300~~360 Anton & Chia LLP

Year ~~2015~~2016: $913,~~360~~738 Anton & Chia LLP

Year 2016: $3,700 UHY McGovern Hurley LLP

The Board of Directors acts as the Audit Committee. The Board pre-approves the engagement of accountants to render all audit services for the Company, as well as any changes to the terms of the engagement. The Board will also pre-approve all non-audit related services proposed to be provided by the Company’s independent registered public accounting firm. The Board reviews the terms of the engagement, a description of the engagement and a budget for the engagement.

PART IV.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report:

FINANCIAL STATEMENTS

The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016, formatted in XBRL (eXtensible Business Reporting Language).

Consolidated Balance Sheets as of December 31, ~~2015~~2016 and ~~2014~~2015

Consolidated Statements of Operations for the years ended December 31, ~~2015~~2016 and ~~2014~~2015

Consolidated Statements of Changes in Stockholders’ Deficit

Consolidated Statements of Cash Flows for the years ended December, ~~2015~~2016 and ~~2014~~2015

Notes to Financial Statements

FINANCIAL STATEMENT SCHEDULES

All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.

EXHIBITS

The exhibits listed below are filed with or incorporated by reference in this report.

Exhibit		Description
30.2		Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1		Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

~~GOLDEN~~LUMINAR ~~EDGE~~MEDIA ~~ENTERTAINMENT~~GROUP INC.

~~Date:~~(formerly ~~April~~Golden ~~14,~~Edge ~~2016~~Entertainment Inc..)

ByDate: ~~/s/~~April ~~Anthony~~25, ~~Pavek~~2017

~~Anthony~~By: ~~Pavek~~/s/ Christopher Cook

Christopher Cook

Chief Executive Officer

(Principal Executive Officer)

By: /s/ Mirsad Jakubovic

Mirsad Jakubovic

Chief Financial Officer

(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ Anthony Pavek Anthony Pavek	Chief Executive Officer, and Chief Financial Officer (Principal Executive Officer)	April 14, 2016
/s/ Christopher Cook Christopher Cook	Chief Executive Officer, (Principal Executive Officer)	April 25, 2017

/s/ Mirsad Jakubovic

Mirsad Jakubovic

Chief Financial Officer, (Principal Financial Officer)

April 25, 2017

[lrgr10k_10k004.gif]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Luminar Media Group Inc., formerly Golden Edge Entertainment, inc.

We have audited the accompanying balance sheet of Luminar Media Group Inc. as of December 31, 2016 and the related statements of operations, changes in shareholders’ deficit, and cash flows for the year ended December 31,

2016. Luminar Media Group Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Luminar Media Group Inc. as of December 31, 2016, and the results of its operations and its cash flows for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

The consolidated financial statements as at December 31, 2015 were audited by other auditors who expressed an opinion without reservation on those statements in their report dated April 14, 2016.

The accompanying consolidated financial statements have been prepared assuming that Luminar Media Group Inc. will continue as a going concern. As discussed in Note 3 to the financial statements Luminar Media Group Inc.’s operating losses, negative working capital and accumulated deficit as at December 31, 2016 raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

UHY McGovern Hurley, LLP

[lrgr10k_10k006.gif]

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

April 21, 2017

[lrgr10k_10k008.gif]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Golden Edge Entertainment, Inc.

We have audited the accompanying balance sheet of Golden Edge Entertainment, Inc. (the "Company") as of December 31, 2015 and the related statements of operations, stockholders' deficit, and cash flows for the year then ended. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The ~~company~~Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the ~~company~~Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Golden Edge Entertainment, Inc. as of December 31, 2015 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has had no revenues and income since inception. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3 which includes the raising of additional equity financing or merger with another entity. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Anton & Chia LLP

Newport Beach, CA

April 14, 2016

[lrgr10k_10k010.gif]

GOLDEN EDGE ENTERTAINMENT, INC.
BALANCE SHEETS
	December 31, 2015	December 31, 2014
ASSETS
Fixed assets	1,400	-
Total assets	$ 1,400	$ -
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Bank Overdraft	116	-
Accounts Payable	14,976	693
Convertible Note Payable, Net	11,227	-
Derivative liability	13,358	-
Shares to be Issued	$ 20,000	$ -
Total liabilities	$ 59,677	$ 693
Stockholders' deficit
Preferred stock; $0.0001 par value, 20,000,000 share authorized;
no shares issued and outstanding at December 31, 2015 and 2014	-	-
Common stock; $0.0001 par value,
100,000,000 shares	$ 1,758	$ 1,718
authorized; 17,580,000 and 17,180,000 shares issued
and outstanding at December 31, 2015 and 2014.
Additional paid - in capital	107,138	84,428
Accumulated Deficit	(167,173)	(86,839)
Total stockholders' deficit	$ (58,277)	$ (693)
Total liabilities and stockholders' deficit	$ 1,400	$ -

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

[lrgr10k_10k012.gif]

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

[lrgr10k_10k014.gif]

GOLDEN EDGE ENTERTAINMENT INC.
STATEMENTS OF OPERATIONS
	For the year	For the year
	ended	ended
	December 31, 2015	December 31, 2014
Revenue	$ -	$ -
Cost of revenue	-	-
Gross profit	-	-
Operating expenses	72,997	11,454
Loss from operations	(72,997)	(11,454)
Other Income / (Expenses)
Derivative Expenses	(4,072)	-
Change in Derivative Liability	714	-
Financing costs	(3,979)	-
Total Other Income and Expenses	7,337	-
Loss before income taxes	(80,334)	(11,454)
Income tax	-	-
Net loss	$ (80,334)	$ (11,454)
Loss per share
basic and diluted	$ (0.00)	$ (0.00)
Weighted average number of
common shares outstanding	17,489,041	17,180,000

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

[lrgr10k_10k016.gif]

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

GOLDEN EDGE ENTERTAINMENT, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
	Common		Add'l		Total
	Stock		Paid-in	Accum.	Stockholders'
	Shares	Amount	Capital	Deficit	Equity
Balance, December 31, 2013	17,180,000	$ 1,718	$ 70,227	$ (75,385)	$ (3,440)
Forgiveness of debt	-	-	14,201	-	14,201
Net loss	-	-	-	(11,454)	(11,454)
Balance, December 31, 2014	17,180,000	$ 1,718	$ 84,428	$ (86,839)	$ (693)
Proceeds received from Issuance Shares of Common Stock	400,000	40	19,960	-	20,000
Beneficial Conversion Feature on Convertible Note Payable	-	-	2,750	-	2,750
Net loss	-	-	-	(80,334)	(80,334)
Balance, December 31, 2015	17,580,000	$ 1,758	$ 107,138	$ (167,173)	$ (58,277)

LUMINAR MEDIA GROUP, INC.

~~The~~(Formerly ~~accompanying~~Golden ~~notes~~Edge ~~are~~Entertainment, ~~an integral part of these financial statements~~Inc.)

Golden Edge Entertainment, Inc.
STATEMENTS OF CASH FLOWS
	For the year	For the year
	ended	ended
	December 31, 2015	December 31, 2014
OPERATING ACTIVITIES
Net loss	$ (80,334)	$ (11,454)
Adjustment to reconcile net loss to cash
flows used in operating activities:
Common stock issued per court order	-	-
Warrants issued per court order	-	-
Amortization of debt discounts	3,613	-
Derivative expense	4,072	-
Change in value of derivative liability	(714)	-
Changes in operating assets and liabilities:
Accrued liabilities	14,763	693
Net cash used in operating activities	$ (58,600)	$ (10,761)
INVESTING ACTIVITIES
Acquisition of fixed assets	(1,400)	-
Net cash used in investing activities	$ (1,400)	$ -
FINANCING ACTIVITIES
Proceeds received for exercised warrants	40,000	-
Proceeds received for convertible note payable	20,000	-
Forgiveness of debt	-	14,201
Decrease in related party note payable	-	(5,800)
Net cash provided by financing activities	$ 60,000	$ 8,401
Net change in cash	$ -	$ (2,360)
Cash, beginning of year	$ -	$ 2,360
Cash, end of year	$ -	$ -

The accompanying notes are an integral part of these financial statements

GOLDEN EDGE ENTERTAINMENT, INC.

Notes to Financial Statements

December 31, 2016 and 2015

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS

~~Golden~~Luminar ~~Edge~~Media ~~Entertainment~~Group, Inc. (“the Company” or “the Issuer”) was organized under the name Retail Spicy Gourmet, Inc. under the laws of the State of Delaware on December 30, 2010. The name was changed to Golden Edge Entertainment, Inc. on February 26, 2013, and to Luminar Media Group, Inc. on August 26, 2016. The Company was established as part of the Chapter 11 reorganization of Spicy Gourmet Organics, Inc. (“SGO”). Under SGO’s Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court for the Central District of California, the Company was incorporated to: (1) receive and hold any interest which SGO had in the business of retail sales of imported spices; and (2) issue shares of its common stock to SGO's general unsecured creditors, to its administrative creditors, and to its shareholder. The Company incorporated its 100% owned subsidiary, Big Data Media, LLC., ("BDM") under the laws of the State of Delaware on June 1, 2016.

OnThe ~~February~~Company 1,is ~~2013~~developing ~~the~~its ~~Company~~business ~~resolved~~plan toand ~~enter~~has ~~the~~commenced ~~music~~marketing ~~production~~of ~~and~~its ~~distribution~~services ~~business.~~but ~~The~~has ~~Company~~realized ~~intends~~no revenues to ~~develop~~date. ~~revenue~~The byCompany's ~~providing~~current ~~professional~~business ~~services~~plan tocalls ~~recording~~for ~~artists.~~the ~~Such~~Company ~~services~~to ~~include~~market ~~production~~and ofsell ~~recordings,~~the ~~management~~TherOZap ofdevice in the ~~manufacture~~United ofStates ~~CDs~~ and ~~internet~~other ~~uploading~~world ofmarkets. ~~music~~The ~~files,~~TherOZap ~~and~~device ~~management~~is ofbased ~~the~~on ~~manufacture~~a ofplatform ~~promotional~~technology ~~merchandise~~indicated ~~such~~for asthe ~~T-shirts~~relief ~~and~~of ~~caps.~~the Aspain, ofitch ~~December~~and ~~31,~~inflammation ~~2015~~from ~~had~~insect ~~not~~stings ~~yet~~and ~~realized~~bites ~~any~~and ~~revenues~~is ~~from~~licensed ~~its~~by ~~planned~~the ~~operations~~Company. ~~Activities~~The ~~have~~BDM ~~consisted~~business ~~primarily~~plan ofis ~~formation,~~to ~~establishing~~provide ~~relationships~~on-line services with ~~studio~~the ~~owners,~~primary ~~engineers,~~focus ~~technicians,~~to charge customers to create and ~~manufacturers~~host ~~with~~content ~~whom~~in the ~~Company~~eLearning sector where courses and modules can ~~contract~~then ~~for~~be ~~services~~continually improved, fine-tuned and ~~administrative~~evolve ~~efforts~~into ~~related~~an toefficient, ~~registration~~effective ~~under~~and ~~the~~engaging ~~1934 Act~~e-learning.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation and presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America. ~~The~~All ~~Company~~adjustments isconsidered necessary for a ~~development~~fair ~~stage~~presentation ~~company~~of financial position, results of operations and cash flows as ~~defined~~of byDecember ~~section~~31, ~~915-10-20~~2016 have been included. The Company's financial statements are prepared using the accrual basis of accounting in accordance with US GAAP and the ~~FASB~~Company's ~~Accounting~~functional ~~Standards~~and ~~Codification~~reporting currency is the United States dollar. The Company is still devoting substantially all of its efforts to establishing the business and its planned principal operations have not commenced. ~~All losses accumulated since inception have been considered as part of the Company's development stage activities.~~

The accompanying consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary, Big Data Media, LLC. All inter-company transactions have been eliminated upon consolidation.

Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. ~~Actual results could differ from those estimates.~~

On an ongoing basis, the Company evaluates its estimates, including those related to accrued liabilities and contingencies, the valuation of income taxes, stock based compensation, warrants and convertible notes payable. The Company bases its estimates on historical experiences and on various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates. As adjustments become necessary, they are reported in earnings in the period in which they become known.

Earnings per share

The Company computes net ~~income (~~loss) per share in accordance with the FASB Accounting Standards Codification (“ASC”). The ASC 260 “Earnings Per Share” specifies the computation, presentation and disclosure requirements for ~~earnings (~~loss) per share for entities with publicly held common stock.

Basic net ~~earnings (~~loss) per share amounts are computed by dividing the net ~~earnings (~~loss) by the weighted average number of common shares outstanding. Common equivalent equity instruments such as 3,800,000 (2015 - 4,600,000) warrants were not included in the loss per share calculations because the inclusion would have been anti-dilutive. ~~The 4,600,000 warrants were outstanding as of December 31, 2015.~~

~~Revenue~~Cash ~~recognition~~and cash equivalents

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii)

the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Cash and cash equivalent

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. The Company has not incurred any loss from this risk.

Property and Equipment

Property and equipment is stated at cost. Capital expenditures for improvements and upgrades to existing equipment are also capitalized. Maintenance and repairs are expensed as incurred. The equipment is depreciated over 10 years on a straight-line basis. Vehicles are depreciated over 5 years using the straight-line basis. Depreciation expense for the periods ended December 31, 2015 and 2014 was $10,925 and $13,240, respectively.

Fair Value of Financial Instruments

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability.

The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred.

The Company’s financial instruments consisted of cash, accounts payable and accrued liabilities, advances ~~to stockholders~~, convertible notes payable and ~~convertible~~derivative ~~debt~~liability. The estimated fair ~~value~~values of cash, accounts payable and accrued liabilities, advances ~~to stockholders~~, convertible and notes payable ~~approximates~~approximate ~~its~~their carrying amount due to the short-term maturity of these instruments. The recognition of the derivative ~~values~~liability ~~of convertible debt~~ are based on the weighted-average Black-Scholes option pricing model.

Derivative Financial Instruments

The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2016 and 2015, the Company’s only derivative financial instrument was an embedded conversion feature associated with convertible line of credit and convertible notes payable due to the conversion price being a percentage of the market price of the Company’s stock at the date of conversion.

instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2015, the Company’s only derivative financial instrument was an embedded conversion feature associated with a convertible line of credit due to the conversion price being a percentage of the market price of the Company’s stock at the date of conversion.

Stock based compensation

The Company records stock-based compensation in accordance with the ASC 718 “Shares-Based Compensation” FASB Accounting Standards Classification using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Income taxes

Income taxes are provided in accordance with the ASC 740 “Income Tax” FASB Accounting Standards Classification. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Recently adopted accounting standards

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15, which is effective for annual reporting periods ending after December 15, 2016, extends the responsibility for performing the going-concern assessment to management and contains guidance on how to perform a going-concern assessment and when going-concern disclosures would be required under U.S. GAAP. The Company elected to adopt ASU 2014-15 effective with this financial statement. Management’s evaluations regarding the events and conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern have been disclosed in this Note 3- Going Concern.

In April 2015, FASB issued ASU No. 2015-03, (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU No. 2015-03 provides guidance that will require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU No. 2015-03 affects disclosures related to debt issuance costs but does not affect existing recognition and measurement guidance for these items. ASU No. 2015-03 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

NOTE 3. GOING CONCERN

The Company sustained an accumulated deficit as of December 31, ~~2015~~2016 in the amount of $~~167~~418,~~173~~308 ($86167,~~839~~173 - December 31, ~~2014~~2015) and a working capital deficiency of $211,943 at December 31, 2016 (2015 - $59,677). The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required.

The accompanying ~~unaudited~~ financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. Such adjustments could be material.

~~assets~~NOTE ~~or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern~~4. ~~The~~CONVERTIBLE ~~officers~~NOTES ~~and~~PAYABLE ~~directors~~AND ~~have~~CONVERTIBLE ~~committed~~LINE toOF ~~advancing certain operating costs of the Company.~~CREDIT

~~NOTE~~On 4September 9, 2015, the Company issued a convertible line of credit to an investor that provides for a maximum borrowing of $50,000. During ~~CONVERTIBLE~~the ~~NOTES~~year ~~PAYABLE~~ended December 31, 2015, the Company borrowed $10,000 under this convertible line of credit. The convertible line of credit (i) is unsecured, (ii) bears interest at the rate of 8% per annum, and (iii) was due on September 9, 2016. The outstanding balance under this convertible line of credit is convertible at any time at the option of the investor into shares of the Company’s common stock that is determined by dividing the

~~The~~amount ~~Company~~to ~~received~~be onconverted ~~July~~by ~~27,~~60% ~~2015,~~of athe ~~total~~bid ofprice ~~$10,000~~on bythe ~~issuance~~day of ~~one~~conversion. ~~convertible~~In ~~note~~September ~~for $10~~2016,~~000.~~ ~~The~~the convertible ~~note~~line iswas toextended ~~pay~~ to ~~the~~September ~~order~~9, of2017 ~~the~~and ~~holder~~ the ~~sum~~maximum ofborrowing ~~the~~was ~~promissory~~increased ~~note~~to ~~at the time and in the manner provided~~$100,000. ~~This~~On ~~convertible~~October ~~promissory~~4, ~~note~~2016, ~~bear interest from~~ the ~~date~~Company ofconverted ~~issuance~~$24,100 ~~at the rate of 8% per annum. This note is payable one year~~ from the ~~date of issuance. It is~~ convertible ~~any~~line ~~time~~credit atinto a308,974 ~~fixed~~common ~~price~~shares of ~~$0.40~~the ~~per share~~Company. ~~Commencing~~During on2016, the ~~demand~~Company ~~date,~~borrowed ~~all~~an ~~principal~~additional ~~and~~$44,500 ~~accrued~~under ~~interest~~this ~~shall~~convertible ~~be payable by the Company upon demand by the investor~~debenture.

OnDue ~~September~~to 9,the ~~2015,~~variable ~~the~~conversion ~~Company~~price ~~issued~~associated awith this convertible line of credit ~~to an investor that provides for a maximum borrowing of $50~~,~~000. During~~ the ~~year~~Company ~~ended~~has ~~December~~determined ~~31,~~that ~~2015,~~ the ~~Company~~conversion ~~borrowed~~feature ~~$10,000~~is ~~under~~considered ~~this~~a derivative ~~convertible line of credit~~liability. The ~~convertible~~embedded ~~line~~conversion offeature ~~credit (i) is unsecured, (ii) bears interest~~ at the ~~rate~~date of 8%each ~~per~~draw ~~annum,~~was ~~and~~calculated ~~(iii)~~to isbe ~~due~~$120,135 on(2015 ~~September~~- 9$14,072), ~~2016. The~~which ~~outstanding~~was ~~balance~~recorded ofas ~~under~~a ~~this~~derivative ~~convertible~~liability ~~line~~as of ~~credit is convertible at any time at~~ the ~~option~~date of ~~the~~issuance. The ~~investor~~debt ~~into~~discount ~~shares of the Company’s common stock that~~ is ~~determined~~being byamortized ~~dividing~~over the ~~amount~~term ~~to be converted by 60%~~ of the ~~bid~~convertible ~~price~~line ~~on the day~~ of ~~conversion~~credit.

~~Due~~The toCompany ~~the~~received ~~variable~~on ~~conversion~~July ~~price~~27, ~~associated~~2015, ~~with~~a ~~this~~total ~~convertible line~~ of ~~credit~~$10,000 ~~the~~by ~~Company~~issuance ~~has~~of ~~determined~~a ~~that~~convertible ~~the~~note. ~~conversion~~This ~~feature~~convertible ispromissory ~~considered~~note ~~derivative~~bears ~~liabilities. The~~interest ~~embedded~~from ~~conversion feature at~~ the date of ~~each~~issuance ~~draw~~at ~~was~~the ~~calculated~~rate toof be8% ~~$14,072,~~per ~~which~~annum. isThis ~~recorded~~note aswas apayable ~~derivative~~one ~~liability~~year asfrom of the date of issuance. ~~The~~It ~~derivative~~is ~~liability~~convertible ~~was~~any ~~first~~time ~~recorded~~at as a ~~debt~~fixed ~~discount~~price ~~up to the face amount~~ of ~~the~~$0.40 ~~draws~~per onshare. ~~convertible~~The ~~line~~expiry ofdate ~~credit~~ of ~~$10,000 with~~ the ~~remaining~~convertible ~~$4,072~~note ~~begin~~was ~~charge~~extended asto aJuly ~~financing cost during the year ended December~~ 31, ~~2015~~2018. ~~The debt discount is being amortized over the term of the convertible line of credit.~~

The Company ~~recognized~~received ~~additional~~on ~~interest~~January ~~expense~~8, 2016, a total of $320,~~613~~000 ~~during~~by issuance of a convertible note. This convertible promissory note bears interest from the ~~year~~date ~~ended~~of ~~December~~issuance ~~31,~~at ~~2015~~the ~~related~~rate toof 8% per annum. This note was payable one year from the ~~amortization~~date of issuance. It is convertible any time at a fixed price of $0.20 per share. The expiry date of the ~~debt~~convertible ~~discount~~note was January 8, 2017.

The Company received on April 1, 2016 a total of $17,800 by issuance of a convertible note. This convertible promissory note bears interest from the date of issuance at the rate of 8% per annum. This note was payable one year from the date of issuance. It is convertible any time at a fixed price of $0.20 per share. The expiry date of the convertible was April 1, 2017.

The Company received on October 26, 2016 a total of $30,000 by issuance of a convertible note. This convertible promissory note bears interest from the date of issuance at the rate of 12% per annum. This note is payable one year from the date of issuance. It is convertible any time at a fixed price of $0.20 per share. The expiry date of the convertible is October 26, 2017.

The Company received on November 21, 2016, a total of $20,000 by issuance of a convertible note. This convertible promissory note bears interest from the date of issuance at the rate of 12% per annum. This note is payable one year from the date of issuance. It is convertible any time at a fixed price of $0.20 per share. The expiry date of the convertible note is November 21, 2017.

The Company recognized interest expense of $15,999 during the year ended December 31, 2016 (2015 - $3,613) related to the amortization of the debt discount.

NOTE 5. DERIVATIVE LIABILITY

The convertible line of credit discussed in Note 54 has a variable conversion price which results in the conversion feature being recorded as a derivative liability.

The fair value of the derivative liability is recorded and shown separately under current liabilities. Changes in the fair value of the derivative liability is recorded in the statement of operations under other income (expense).

The Company uses the Black-Scholes~~-Merton~~ option pricing model with the following assumptions to measure the fair value of derivative liability at December 31, ~~2015~~2016:

Stock price	$ 0.21
	2016	2015
Risk free rate	0.61%
Stock Price	0.52	0.21
Volatility	270%
Risk free rate	0.35%	0.61%
Conversion/ Exercise price	$ 0.276
Expected volatility	253.6%	270%
Dividend rate	0%
Conversion/ Exercise price	0.312	0.276
Term (years)	0.95
Expected dividend rate	0%	0%
Term (years)	0.69	0.95

The following table represents the Company’s derivative liability activity for the ~~period~~years ended December 31, 2016 and 2015:

	Amount		Amount
Derivative liability balance, December 31, 2014	$	-
		2016	2015
Issuance of derivative liability during the year ended December 31, 2015		14,072
Derivative liability balance, beginning of year	$	13,358	-
Change in derivative liability during the year ended December 31, 2015		714
Issuance of derivative liability during the year		120,135	14,072
Derivative liability balance, December 31, 2015	$	13,358
Conversion of debt		(22,713)	-
Change in derivative liability during the year		(68,010)	(714)
Derivative liability balance, end of year	$	42,770	13,358

NOTE 6. STOCKHOLDERS' EQUITY COMMON STOCK

The authorized share capital of the Company consists of 100,000,000 shares of common stock with $0.0001 par value, and 20,000,000 shares of preferred stock also with $0.0001 par value. No other classes of stock are authorized.

COMMON STOCK: As of December 31, ~~2015~~2016, there were a total of 18,688,974 (2015 - 17,580,000) common shares issued and outstanding.

The Company’s first issuance of common stock, ~~totalling~~totaling 1,180,000 shares, took place on December 30, 2010 pursuant to the Chapter 11 Plan of Reorganization confirmed by the U.S. Bankruptcy Court in the matter of Spicy Gourmet Organics, Inc. (“SGO”). The Court ordered the distribution of shares in Retail Spicy Gourmet, Inc. to all general unsecured creditors of SGO, with these creditors to receive their pro rata share (according to amount of debt held) of a pool of 80,000 shares in the Company. The Court also ordered the distribution of 100,000 shares in the Company to the shareholders of SGO. The Court also ordered the distribution of 1,000,000 shares and 5,000,000 warrants in the Company to the administrative creditors of SGO, with these creditors to receive one share of common stock and five warrants in the Company for each $0.05 of SGO’s administrative debt which they held. The warrants consisted of 1,000,000 “A Warrants” each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 “B Warrants” each convertible into one share of common stock at an exercise price of $4.00; 1,000,000 “C Warrants” each convertible into one share of common stock at an exercise price of $5.00; 1,000,000 “D Warrants” each convertible into one share of common stock at an exercise price of $6.00; and 1,000,000 “E Warrants” each convertible into one share of common stock at an exercise price of $7.00. All warrants ~~are~~were exercisable at any time prior to November 19, 2015. (See Note 10).

On March 24, 2015 the Company issued a total of 400,000 common shares for the exercise of 400,000 warrants ~~for~~at a ~~value~~price of $0.05 per common share or a total 0fof $20,000.

InOn May 2, 2016 the ~~last~~Company ~~quarter~~issued a total of ~~2015~~400,000 acommon ~~warrant~~shares ~~conversion~~pursuant ~~was~~to ~~exercised~~the atexercise ~~$ 0.05~~of ~~for~~ 400,000 ~~shares~~warrants. The ~~shares~~warrants ~~have~~were ~~been~~exercised ~~converted~~at ~~but~~a ~~have~~price ~~yet~~of to$0.05 beper ~~issued~~common ~~yet~~share byor ~~the~~a ~~transfer~~total ~~agent~~of ~~at December 31~~$20, ~~2015~~000.

As a result of these issuances there were a total 17,580,000 common shares issued and outstanding, and a total of 4,600,000 warrants to acquire common shares (at $0.05) issued and outstanding, at December 31, 2015. PREFERRED STOCK: The authorized share capital of the Company includes 20,000,000 shares of preferred stock with $0.0001 par value. As of December 31, 2015 no shares of preferred stock had been issued and no shares of preferred stock were outstanding.·

~~NOTE~~On 7October -17, ~~EARNINGS~~2016 ~~PER~~the ~~SHARE~~Company issued a total of 308,974 common shares for the conversion of $24,100 of debt from the convertible credit line. The debt was converted at a price of $0.078 per common share based on the share price trading on that date.

~~The computation of earnings (loss) per share for the year ended December 31, 2015 as follow:~~·

~~For~~On ~~the~~November ~~year ended December 31~~7, ~~2015,~~2016 the ~~net~~Company ~~loss~~issued ~~available~~a tototal ~~common~~of ~~shareholders is $80~~400,~~334~~000 ~~($11,454~~common –shares ~~December~~for ~~31,~~the ~~2014).~~exercise ~~The weighted average number~~ of ~~common shares is 17~~400,~~489,041(17,180,~~000 –warrants ~~December~~at ~~31, 2014) for~~ a ~~basic~~price ~~loss per share~~ of $ 0.0005 ($per ~~0.00~~common –share ~~December~~or ~~31,~~a ~~2014)~~total of $20,000.

As a result of these issuances there were a total 18,688,974 common shares issued and outstanding, and a total of 3,800,000 warrants to acquire common shares at $0.05 issued and outstanding, at December 31, 2016.

PREFERRED STOCK: The authorized share capital of the Company includes 20,000,000 shares of preferred stock with $0.0001 par value. As of December 31, 2016 and 2015 no shares of preferred stock had been issued and no shares of preferred stock were outstanding.

NOTE 7 - LOSS PER SHARE

The computation of loss per share for the years ended December 31, 2016 and 2015 is as follows:

For the year ended December 31, 2016, the net loss is $226,136 ($80,334 – December 31, 2015). The weighted average number of common shares is 17,979,972 (17,489,041 – December 31, 2015) for a basic loss per share of $ 0.0126 ($ 0.0046– December 31, 2015).

NOTE 8. INCOME TAXES

AsASC a740. ~~result~~ASC of740 clarifies the ~~implementation~~accounting offor ~~certain~~income ~~provisions~~taxes ofby ~~ASC~~prescribing ~~740,~~a ~~Income~~minimum ~~Taxes,~~recognition ~~(formerly~~threshold ~~FIN~~a ~~48,~~tax ~~Accounting~~position ~~for~~is ~~Uncertainty~~required to meet before being recognized in ~~Income~~the ~~Taxes~~financial –statements. AnIt ~~Interpretation~~also ofprovides ~~FASB~~guidance ~~Statement~~on ~~No.~~derecognition, ~~109)~~measurement, ~~(“ASC 740”)~~classification, ~~which~~interest ~~clarifies~~and ~~the~~penalties, accounting ~~and~~in interim periods, disclosure ~~for~~and ~~uncertainty~~transition. inThe Company did not recognize any additional liability for unrecognized tax ~~positions,~~benefits as ~~defined.~~a result of the adoption of ASC 740. ~~seeks~~Deferred tax assets and liabilities are recognized for the future tax consequences attributable to ~~reduce~~temporary differences between the ~~diversity~~financial instatement ~~practice~~carrying ~~associated~~amounts ~~with~~of ~~certain~~existing ~~aspects~~assets and liabilities and their respective tax bases. Valuation allowances are established when it is more likely than not that some or all of the ~~recognition~~deferred ~~and~~tax ~~measurement~~assets ~~related~~will not be realized. There was no temporary differences which give rise to ~~accounting~~deferred ~~for~~tax ~~income~~asset ~~taxes~~nor liability during the year ended December 31, 2016 and 2015.

InThe ~~2010, the~~ Company ~~adopted~~believes ~~Accounting~~that ~~for~~our ~~Uncertain~~income ~~Income~~tax ~~Taxes~~filing ~~under~~positions ~~the~~and ~~provisions~~deductions ofwill ~~ASC~~be ~~740.~~sustained ~~ASC~~on ~~740~~audit ~~clarifies~~and ~~the~~do ~~accounting~~not ~~for~~anticipate ~~income~~any ~~taxes~~adjustments bythat ~~prescribing~~will aresult ~~minimum~~in ~~recognition threshold~~ a ~~tax~~material ~~position~~change ~~is required~~ to ~~meet~~our ~~before being recognized in the~~ financial ~~statements~~position. ItTherefore, ~~also~~no ~~provides~~reserves ~~guidance~~for onuncertain ~~derecognition,~~income ~~measurement,~~tax ~~classification,~~positions ~~interest~~have ~~and~~been ~~penalties,~~recorded ~~accounting~~pursuant into ~~interim~~ASC ~~periods,~~740. ~~disclosure~~In ~~and~~addition, ~~transition.~~the ~~The~~ Company did not ~~recognize~~record ~~any~~a ~~additional~~cumulative ~~liability~~effect ~~for~~adjustment ~~unrecognized~~related ~~tax~~to ~~benefits as a result of~~ the adoption of ASC 740. ~~Deferred~~The ~~tax~~Company's ~~assets~~policy ~~and liabilities are recognized~~ for ~~the~~recording ~~future~~interest ~~tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets~~ and ~~liabilities~~penalties ~~and~~associated ~~their~~with ~~respective~~income-based tax ~~bases.~~audits ~~Valuation allowances are established when it~~ is ~~more~~to ~~likely~~record ~~than~~such ~~not~~items ~~that~~as ~~some~~a orcomponent ~~all~~ of ~~the~~income ~~deferred tax assets will not be realized~~taxes. ~~There was no temporary differences which give rise to deferred tax asset nor liability during the year ended December 31, 2015.~~

WeThe ~~believe~~Company ~~that~~tax ~~our~~provision ~~income~~determined ~~tax~~using ~~filing~~an ~~positions~~estimate ~~and~~of ~~deductions~~our ~~will~~annual beeffective ~~sustained~~tax onrate ~~audit~~using ~~and~~enacted dotax ~~not~~rates ~~anticipate~~expected ~~any~~to ~~adjustments~~apply ~~that~~to ~~will~~taxable ~~result~~income in athe ~~material~~years ~~change~~in towhich ~~our~~they ~~financial~~are ~~position. Therefore~~earned, noadjusted ~~reserves~~ for ~~uncertain~~discrete ~~income~~items, ~~tax~~if ~~positions~~any, ~~have~~that ~~been~~are ~~recorded~~taken ~~pursuant~~into toaccount ~~ASC~~in ~~740~~the relevant period. InEach ~~addition,~~quarter we ~~did~~update ~~not~~our ~~record~~estimate aof ~~cumulative~~the ~~effect~~annual ~~adjustment~~effective ~~related~~tax torate, ~~the~~and ~~adoption~~if ofour ~~ASC~~estimated ~~740.~~tax ~~Our~~rate ~~policy~~changes, ~~for~~we ~~recording~~make ~~interest~~a ~~and~~cumulative ~~penalties~~adjustment. ~~associated~~There ~~with~~was no income~~-based~~ tax ~~audits~~payable ~~is to record such items~~ as aof December ~~component~~31, of2016 ~~income~~and ~~taxes~~2015, respectively.

Our tax provision determined using an estimate of our annual effective tax rate using enacted tax rates expected to apply to taxable income in the years in which they are earned, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. There was no income tax payable as of December 31, 2015 and 2014, respectively.

NOTE 9. RELATED PARTY TRANSACTIONS

~~During~~The Company neither owns nor leases any real or personal property. The officers and directors for the ~~year~~Company ~~ended~~are ~~December~~involved 31in other business activities and may, ~~2014~~in the future, anbecome ~~officer~~involved ~~and~~in ~~director~~other ~~advanced~~business $8opportunities. If a specific business opportunity becomes available,~~401~~ such persons may face a conflict in ~~multiple~~selecting ~~transactions~~between tothe ~~cover~~Company ~~various~~and ~~expenses~~their other business interests. The ~~entire~~Company ~~outstanding~~has ~~balance~~not offormulated ~~related~~a ~~party~~policy ~~liabilities~~for ~~was~~the ~~forgiven~~resolution as of ~~December~~such ~~31,~~conflicts. ~~2014~~See Note 12.

The Company neither owns nor leases any real or personal property. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 10. WARRANTS

On December 30, 2010 (inception), the Company issued 5,000,000 warrants exercisable into 5,000,000 shares of the Company’s common stock. These warrants were issued per order of the U.S. Bankruptcy Court in the matter of Spicy Gourmet Organics, Inc. (“SGO”) to the administrative creditors of SGO. These creditors received an aggregate of 5,000,000 warrants consisting of 1,000,000 “ A Warrants ” each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 “ B Warrants ” each convertible into one share of common stock at an exercise price of $4.00; 1,000,000 “ C Warrants ” each convertible into one share of common stock at an exercise price of $5.00; 1,000,000 “ D Warrants ” each convertible into one share of common stock at an exercise price of $6.00; and 1,000,000 “ E Warrants ” each convertible into one share of common stock at an exercise price of $7.00. During ~~All~~2015, ~~warrants~~the ~~are~~warrant ~~exercisable~~exercise atprice ~~any~~was ~~time~~changed ~~prior~~ to ~~November 19, 2015. The gross value of~~ $~~53,678 (or approximately $~~0.~~0107356~~05 ~~per~~and ~~warrant)~~the ~~were~~life ~~assigned~~of to the warrants. Aswas ofextended ~~the~~by ~~date~~two ofyears. ~~this~~The ~~report,~~value ~~400,000~~of ~~warrants~~the ~~have~~modification ~~been~~was ~~exercised~~estimated atusing ~~$0.05.~~a ~~There~~Black-Scholes ispricing ~~4,600,000~~model ~~warrants~~and ~~outstanding~~was asdetermined ofto ~~the~~be ~~date~~not ofmaterial. ~~this~~All ~~report~~warrants ~~at $0.05.~~

~~NOTE~~are 11exercisable at any time prior to November 19, 2017. ~~SUBSEQUENT~~As ~~EVENTS~~of December 31, 2016, 1,200,000 warrants have been exercised at $0.05. There are 3,800,000 warrants outstanding as of December 31, 2016 at $0.05 (2015 - 4,600,000).

~~There~~NOTE ~~are no subsequent events at the date of this report~~11. COMMITMENTS

On October 31, 2016, the Company entered into an exclusive license agreement with The Jenex Corporation ("Jenex") in relation to Jenex’s novel thermal therapy device used for insect bites and stings. The license gives the Company the exclusive right to sell the device in all markets outside of Canada including the United States, Europe and Asia. Under the agreement, the Company paid $25,000 in October 2016 and was obliged to pay an additional $25,000 by November 15, 2016, $75,000 by December 15, 2016 and $125,000 by February 28, 2017. The Company has not made any instalments after the initial payment of $25,000 and is re-negotiating the timing of payments with Jenex. The Company has accrued the $25,000 payment that was due at November 15, 2016.

NOTE 12. SUBSEQUENT EVENTS

On January 25, 2017, the Company issued 400,000 common shares pursuant to a conversion of warrants.

On February 20, 2017, the Company entered into a convertible line of credit that bears interest at 8% per annum. The maximum borrowing under the line of credit is $50,000. The Holder can convert the principle and accrued interest into common shares. The number of common shares into which the loan can be converted shall be determined by dividing the amount being converted by 90% of the bid price on the day of the conversion. A total of $5,000 has been drawn on the line of credit subsequent to the end of the year.

On March 2, 2017, the Company issued 312,500 common shares pursuant to a conversion of the convertible line of credit.

On March 6, 2017, the Company issued 8,000,000 restricted common shares to the Chief Executive Officer as compensation.

On March 15, 2017 the Company issued 400,000 common shares pursuant to a conversion of warrants.

On March 22, 2017 the Company entered into a convertible loan in the amount of $15,000. The loan is payable in one year and bears interest at 8% per annum. The Holder can convert the principle and accrued interest into common shares. The number of common shares into which the loan can be converted shall be determined by dividing the amount being converted by 60% of the bid price on the day of the conversion.

On April 17, 2017 the Company issued 200,000 common shares pursuant to a conversion of warrants.

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