The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the years ended June 30, 2015 and June 30, 2014 together with notes thereto as included in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report, particularly in the section entitled "Risk Factors." Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

We are a development stage company since we have no current operations, are currently pursuing options to find suitable merger candidates and have not generated any significant revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.





RESULTS OF OPERATION


Year Ended June 30, 2015 Compared to Year Ended June 30, 2014

Our net loss for the year ended June 30, 2015 was ($282,683) compared to a net loss of ($141,009) during the year ended June 30, 2014. The increase in net loss was mainly due to the increase in management fees and the bad debt incurred in the Kerr Transaction. We had advanced $100,000 to Kerr in May 2014 and a further $100,000 to Kerr in July 2014. Kerr subsequently ceased business operations. Therefore, at June 30, 2014, the original $100,000 was determined to be a bad debt and, therefore, was recorded as bad debt for the year ended June 30, 2014. The remaining $100,000 was reflected as a bad debt during the year ended June 30, 2015. During the years ended June 30, 2015 and June 30, 2014, we did not generate any revenue.

During the year ended June 30, 2015, we incurred operating expenses of $279,933 compared to $141,009 incurred during the year ended June 30, 2014. The increase in operating expenses was mainly due to the increase in management fees and the amortization of prepaid consulting. In addition, we had advanced $100,000 to Kerr in May 2014 and a further $100,000 to Kerr in July 2014. Kerr subsequently ceased business operations. Therefore, at June 30, 2014, the original $100,000 was determined to be a bad debt and, therefore, was recorded as bad debt for the year ended June 30, 2014. The remaining $100,000 was reflected as a bad debt during the year ended June 30, 2015.

During the year ended June 30, 2015, we incurred interest expenses of $2,750 compared to $0 incurred during the year ended June 30, 2014.

We did not incur any management fees to our officers and directors during the year ended and June 30, 2014. On January 1, 2015, the company entered into a management agreement with Mr. Horkey for a period of 5 years and will issue 350,000 shares of its common stock as consideration and is accounted for on the balance sheet as shares to be issued and will be expensed over the life of the contract (5 years), which resulted in a prepaid consulting expense of $210,000. For the year ended June 30, 2015 we expensed $30,000 in consulting expense for Mr. Horkey They were valued on the date of the agreement and the stock price at that time was $.60.

We did incur management fees of $134,900 to outside consultants during the year ended June 30, 2015 to locate and vet potential acquisition candidates.

Therefore, our net loss and loss per share during the year ended June 30, 2015 was ($282,683) or ($2.74) per share compared to a net loss and net loss per share during the year ended June 30, 2014 of ($141,009) or ($1.37) per share. The weighted average number of shares outstanding was 103,046 for year ended June 30, 2015 and June 30, 2014.






         12

  Table of Contents



LIQUIDITY AND CAPITAL RESOURCES





Year Ended June 30, 2015

As of June 30, 2015, our current assets were $26 and our current liabilities were $150,015, which resulted in a working capital deficit of $149,989. As of June 30, 2015, current assets were comprised of $26 in cash and cash equivalents. As of June 30, 2015, current liabilities were comprised of $89,850 due to related parties, Notes payable related party of $53,900 and $6,265 in trade accounts payable and accrued expenses. As of June 30, 2014, our current assets were $63 and our current liabilities were $795,295, which resulted in a working capital deficit of $795,232. As of June 30, 2014, current assets were comprised of $63 in cash and cash equivalents. As of June 30, 2014, current liabilities were comprised of $791,923 due to related parties and $3,372 in trade accounts payable and accrued expenses.

As of June 30, 2015, our total liabilities were $150,015 comprised entirely of current liabilities. The decrease in liabilities during the year ended June 30, 2015 from the year ended June 30, 2014 was primarily due to the reclassification of $691,926 in related party debt to stock to be issued and the increase in amounts due to other related parties and Management Fees.

The decrease in liabilities and stockholders' deficit was mainly a result of the Company agreeing to issue 1,835,109 shares of stock in exchange for $691,926 of liabilities. Since the shares have not been issued as of the date of this filing, they are included on the balance sheet as stock to be issued.

Cash Flows from Operating Activities

For the year ended June 30, 2015, net cash flows used in operating activities was $(103,937) compared to net cash provided by operating activity of $63 for the same period in 2014.

Cash Flows from Investing Activities

For the year ended June 30, 2015 and June 30, 2014, net cash flows used in investing activities was $0.

Cash Flows from Financing Activities

For the year ended June 30, 2015, net cash flows from financing activities was $103,900. For the year ended June 30, 2014, net cash flows provided by financing activities was $0.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our proceeds from the sales of stock and generation of revenues from acquisitions. Our working capital requirements are expected to increase in line with the growth of our business.

Our principal demands for liquidity are to increase business operations and for general corporate purposes. We intend to meet our liquidity requirements, including capital expenditures related to future business operations, and the expansion of our business, through cash flow provided by funds raised through proceeds from the issuance of debt or equity.





MATERIAL COMMITMENTS



Convertible Debenture


As of June 30, 2014, we had a note payable dated June 30, 2010 in the principal amount of $1,253,095. As of March 31, 2015, this note has been either converted to stock or paid. The note payable accrues interest at the rate of 5% per annum, however that interest has been forgiven each year by the note holders. As of September 21, 2014, the note payable balance of $691,926 ($650,000 at June 30, 2013 plus additional advances of $41,926 for the year ended June 30, 2014) has been converted into shares of common stock. See "Item 5.






         13

  Table of Contents



PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

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





RESULTS OF OPERATION


Quarter Ended December 31, 2014 Compared to Quarter Ended December 31, 2013

Our net loss for the quarter ended December 31, 2014 was ($70,447) compared to a net loss of ($10,704) during the quarter ended December 31, 2013. The increase in net loss was mainly due to the increase in management and consulting fees. During the quarters ended December 31, 2014 and December 31, 2013, we did not generate any revenue.

During the quarter ended December 31, 2014, we incurred operating expenses of $69,044 compared to $10,704 incurred during the quarter ended December 31, 2013, an increase of $58,340. The increase in operating expenses was mainly due to the increase in management and consulting fees.

During the quarter ended December 31, 2014, we incurred interest expenses of $1,403 compared to $0 incurred during the quarter ended December 31, 2013.

Six Months Ended December 31, 2014 Compared to Six Months Ended December 31, 2013

Our net loss for the six months ended December 31, 2014 was ($201,406) compared to a net loss of ($15,504) during the six months ended December 31, 2013. This increase was mainly due to the Bad debt expense incurred and increase in management and consulting expense in the six months ended December 31, 2014. During the quarters and six months ended December 31, 2014 and December 31, 2013, we did not generate any revenue.

During the six months ended December 31, 2014, we incurred operating expenses of $200,003 compared to $15,504 incurred during the six months ended December 31, 2013. The increase in operating expenses was primarily attributable to the $100,000 of bad debts compared to $-0- incurred during the six months ended December 31, 2013 and the $83,900 of management and consulting expense incurred. We had advanced $100,000 to Kerr in May 2014 and a further $100,000 to Kerr in July 2014. Kerr subsequently ceased business operations. Therefore, at June 30, 2014, the original $100,000 was determined to be a bad debt and, therefore, was recorded as bad debt for the year ended June 30, 2014. The remaining $100,000 was reflected as a bad debt during the six months ended December 31, 2014.

We did not incur any management fees to our officers and directors during the six months ended December 31, 2014 and December 31, 2013. We did incur management fees of $83,900 to outside consultants during the six months ended December 31, 2014 to locate and vet potential acquisition candidates.






         14

  Table of Contents



LIQUIDITY AND CAPITAL RESOURCES

Six Months Ended December 31, 2014

As of December 31, 2014, our current assets were $131 and our current liabilities were $104,843, which resulted in a working capital deficit of $104,712. As of December 31, 2014, current assets were comprised of $131 in cash and cash equivalents. As of December 31, 2014, current liabilities were comprised of $$46,500 due to related parties, $4,443 in trade accounts payable and accrued expenses and $53,900 in related party notes payable. As of June 30, 2014, our current assets were $63 and our current liabilities were $795,295, which resulted in a working capital deficit of $795,232. As of June 30, 2014, current assets were comprised of $63 in cash and cash equivalents. As of June 30, 2014, current liabilities were comprised of $791,923 due to related parties and $3,372 in trade accounts payable and accrued expenses.

As of December 31, 2014, our total liabilities were $104,843 comprised entirely of current liabilities. The decrease in liabilities during the quarter ended December 31, 2014 from the year ended June 30, 2014 was primarily due to the reclassification of $691,926 in related party debt to stock to be issued and the increase in amounts due to other related parties and Management Fees.

Stockholders' deficit decreased from ($795,232) for the year ended June 30, 2014 to ($104,712), for the quarter ended December 31, 2014. The decrease in liabilities and stockholders' deficit was mainly a result of the Company agreeing to issue 1,835,109 shares of stock in exchange for $691,926 of liabilities. Since the shares were approved in January 2015 but have not been issued as of the date of this filing, they are included on the balance sheet as stock to be issued.

Cash Flows from Operating Activities

For the six months ended December 31, 2014, net cash flows used in operating activities was $(103,832) compared to net cash provided by operating activity of $296 for the same period in 2013.

Cash Flows from Investing Activities

For the six months ended December 31, 2014 and December 31, 2013, net cash flows used in investing activities was $0.

Cash Flows from Financing Activities

For the six months ended December 31, 2014, net cash flows from financing activities was $103,900. For the six months ended December 31, 2013, net cash flows used in financing activities was $-0-.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our proceeds from the sales of stock and generation of revenues from acquisitions. Our working capital requirements are expected to increase in line with the growth of our business.

Our principal demands for liquidity are to increase business operations and for general corporate purposes. We intend to meet our liquidity requirements, including capital expenditures related to future business operations, and the expansion of our business, through cash flow provided by funds raised through proceeds from the issuance of debt or equity.






         15

  Table of Contents




MATERIAL COMMITMENTS



Convertible Debenture


As of March 31, 2014, we have a note payable dated June 30, 2010 in the principal amount of $1,253,095 of which As of December 31, 2014 this note has been either converted to stock or paid in full. The note payable accrued interest at the rate of 5% per annum, however that interest has been forgiven each year by the note holders. As of September 14, 2014, the amounts due to related parties on convertible notes was $0. The Board of Directors approved to convert $691,926 of these related party notes payable, however as of December 31, 2014, the Shares have yet to be issued.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

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





RESULTS OF OPERATION


Quarter Ended March 31, 2015 Compared to Quarter Ended March 31, 2014

Our net loss for the quarter ended March 31, 2015 was ($35,553) compared to a net loss of ($12,712) during the quarter ended March 31, 2014. The increase in net loss was mainly due to the increase in management and consulting fees. During the quarters ended March 31, 2015 and March 31, 2014, we did not generate any revenue.

During the quarter ended March 31, 2015, we incurred operating expenses of $34,879 compared to $12,712 incurred during the quarter ended March 31, 2014. The increase in operating expenses was mainly due to the increase in Management and consulting fees and the amortization of prepaid consulting.

During the quarter ended March 31, 2015, we incurred interest expenses of $674 compared to $0 incurred during the quarter ended March 31, 2014.

Nine months Ended March 31, 2015 Compared to Nine months Ended March 31, 2014

Our net loss for the nine months ended March 31, 2015 was ($236,959) compared to a net loss of ($28,216) during the nine months ended March 31, 2014. This increase was mainly due to the Bad debt expense incurred and increase in management and consulting expense in the nine months ended March 31, 2015. During the quarters and nine months ended March 31, 2015 and March 31, 2014, we did not generate any revenue.

During the nine months ended March 31, 2015, we incurred operating expenses of $234,882 compared to $28,216 incurred during the nine months ended March 31, 2014. The increase in operating expenses was primarily attributable to the $100,000 of bad debts compared to $-0- incurred during the nine months ended March 31, 2014 and the increase in management and consulting expense. We had advanced $100,000 to Kerr in May 2014 and a further $100,000 to Kerr in July 2014. Kerr subsequently ceased business operations. Therefore, at June 30, 2014, the original $100,000 was determined to be a bad debt and, therefore, was recorded as bad debt for the year ended June 30, 2014. The remaining $100,000 was reflected as a bad debt during the nine months ended March 31, 2015.

On January 1, 2015, the company entered into a management agreement with Frank Horkey for a period of 5 years and will issue 350,000 shares of its common stock as consideration and is accounted for on the balance sheet as shares to be issued and will be expensed over the life of the contract (5 years), which resulted in a prepaid consulting expense of $210,000. They were valued on the date of the agreement and the stock price at that time was $.60. As of June 30, 2015, the shares were unissued and recorded as shares to be issued. We did incur management fees of $95,900 to outside consultants during the nine months ended March 31, 2015 to locate and vet potential acquisition candidates.






         16

  Table of Contents



LIQUIDITY AND CAPITAL RESOURCES

Nine months Ended March 31, 2015

As of March 31, 2015, our current assets were $96 and our current liabilities were $122,361, which resulted in a working capital deficit of $122,265. As of March 31, 2015, current assets were comprised of $96 in cash and cash equivalents. As of March 31, 2015, current liabilities were comprised of $64,667 due to related parties, Notes payable to related parties of $53,900 and $3,784in trade accounts payable and accrued expenses. As of June 30, 2014, our current assets were $63 and our current liabilities were $795,295, which resulted in a working capital deficit of $795,232. As of June 30, 2014, current assets were comprised of $63 in cash and cash equivalents. As of June 30, 2014, current liabilities were comprised of $791,923 due to related parties and $3,372 in trade accounts payable and accrued expenses.

As of March 31, 2015, our total liabilities were $122,361 comprised entirely of current liabilities. The decrease in liabilities for March 31, 2015 from the year ended June 30, 2014 was primarily due to the reclassification of $691,926 in related party debt to stock to be issued and the increase in amounts due to other related parties and Management Fees.

Cash Flows from Operating Activities

For the nine months ended March 31, 2015, net cash flows used in operating activities was $103,867 compared to net cash used in operating activity of $1,716 for the same period in 2014.

Cash Flows from Investing Activities

For the nine months ended March 31, 2015 and March 31, 2014, net cash flows used in investing activities was $0.

Cash Flows from Financing Activities

For the nine months ended March 31, 2015, net cash flows from financing activities was $103,900. For the nine months ended March 31, 2014, net cash flows used in financing activities was $1,716.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our proceeds from the sales of stock and generation of revenues from acquisitions. Our working capital requirements are expected to increase in line with the growth of our business.

Our principal demands for liquidity are to increase business operations and for general corporate purposes. We intend to meet our liquidity requirements, including capital expenditures related to future business operations, and the expansion of our business, through cash flow provided by funds raised through proceeds from the issuance of debt or equity.





MATERIAL COMMITMENTS



Convertible Debenture


As of March 31, 2015, we have a note payable dated June 30, 2010 in the principal amount of $1,253,095. As of March 31, 2015, this note has been either converted to stock or paid. The note payable accrues interest at the rate of 5% per annum, however that interest has been forgiven each year by the note holders. As of September 14, 2014, the amounts due to related parties on convertible notes was $0. The Board of Directors approved to convert $691,926 of these related party notes payable, however as of March 31, 2015, the Shares have yet to be issued.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.






         17

  Table of Contents




GOING CONCERN



The independent auditors' report accompanying our June 30, 2015 and June 30, 2014 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. We have suffered recurring losses from operations and have a working capital deficit. These factors raise substantial doubt about our ability to continue as a going concern.

RECENTLY ISSUED ACCOUNTING STANDARDS

The following describes the recently issued accounting standards used in reporting our financial condition and results of operations. In some cases, accounting standards allow more than one alternative accounting method for reporting. Such is the case with accounting for oil and gas activities described below. In those cases, our reported results of operations would be different should we employ an alternative accounting method.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

© Edgar Online, source Glimpses