UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the year ended September 30, 2015

or

¨	For the year ended September 30, 2014
	OR
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

SMOOFI, INC.

 (Exact name of registrant as specified in its charter)

SMOOFI, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 333-193220

Nevada	46-3876675	46-3876675
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
204 S. La Esparanza,
1031 Calle Recodo, Suite B, San Clemente, CA 92673	92672	85205
(Address of principal executive offices)		(Zip Code)

Registrant’sRegistrant's telephone number, including area code:

(949) 973-0684

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

Title of each class		Name of each exchange on which registered
None		None

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

Common Stock, par value $0.001 per share

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]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 [x]  ¨ No [ ]x

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

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

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

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

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

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

As of March 31, 20142015 (last business day of the registrant’sregistrant's most recently completed second fiscal quarter), the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $297,325.$2,378,362.

As of DecemberJanuary 8, 2014,2016, there were 10,128,60030,385,800 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

	Table of Contents		Page
Part I			Page
Item 1I	Business	3		4
Item 1AIA	Risk Factors	11		12
Item 1BI B	Unresolved Staff Comments	21		23
Item 2	Properties	21		23
Item 3	Legal Proceedings	21		23
Item 4	Submission of Matters to a Vote of Security Holders Mine Safety Disclosures	21		23
Part II
Item 5	Market for Registrant’sRegistrant's Common Equity and Related Stockholder Matters	22		24
Item 6	Selected Financial Data	25		28
Item 7	Management’s Management's Discussion and Analysis of Financial Condition and Results of Operations	25		28
Item 7A	Quantitative and Qualitative Disclosure about Market Risk	29		34
Item 8	Financial Statements and Supplementary Data	30		35
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	40		36
Item 9A	Controls and Procedures	40		36
Part III
Item 10	Directors, Executive Officers of the Registrant	42		38
Item 11	Executive Compensation	44		41
Item 12	Security Ownership of Certain Beneficial Holders and Management	45		43
Item 13	Certain Relationships and Related Transactions	46		44
Item 14	Principal Accountant Fees and Services	46		44
Part IV
Item 15	Exhibits, Financial Statement Schedules	48		46
Signatures				47

FORWARD LOOKING STATEMENTS

There are statements in this registration statementannual report that are not historical facts. These “forward-looking statements”"forward-looking statements" can be identified by use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy”"believe," "hope," "may," "anticipate," "should," "intend," "plan," "will," "expect," "estimate," "project," "positioned," "strategy" and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire Registration Statementannual report carefully, especially the risks discussed under “Risk"Risk Factors.”" Although management believes that the assumptions underlying the forward looking statements included in this Registration Statementannual report are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Registration Statementannual report will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-lookingforward looking statements.

PART I

ITEM 1 BUSINESS

Overview

SmooFi,

Smoofi, Inc. ("SmooFi,”Smoofi," the “Company,”"Company," "we," or "us.”") was incorporated under the laws of the State of Nevada on October 15, 2013, at which time itwe acquired a business plan for an online marketplace and community and website from Mr. Derek Cahill. As of February 24, 2014, we had one employee, our president and chief executive officer Mr. Clarke. During the period October 15, 2013 (date of inception) through September 30, 2014, Mr. Clarke devoted between five (5) hours per week to over thirty (30) hours per week as necessary for the business. For calendar year 2014, Mr. Clarke has committed to devote at least twenty (20) hours a week to us but may increase that number as necessary to further develop the business. As of this date and through calendar year 2015, Mr. Clarke will continue to provide these services at no cost to the Company. In addition to his relationship with the Company, Mr. Clarke provides his services to an unrelated business upon which he is compensated by as an employee.

The Company issued 500,000 shares of its common stock to Mr. Clarke as founder’s shares. Following our formation, we issued an additional 7,250,00021,750,000 shares of our common stock to Mr. Cahill, in exchange for a business plan along with a website. The cost incurred by Mr. Cahill for the business plan andas well as related professional services in preparing it was approximately $72,500 which is the value placed upon the shares issued to pay Mr. Cahill.

The Company presently has two business segments: (i) an online marketplace and community platform that is under development and which represents our original business commenced in fiscal 2014, and, (ii) as announced on April 22, 2015, we intend to provide consulting and advisory services to the cannabis industry. Due principally to our financial condition and resultant lack of financial resources as described elsewhere in this Form 10-K, to date neither segment has generated revenue due to the inability (i) to complete the development of and launch the online marketplace and community platform and (ii) to hire employees with the necessary expertise to commence the cannabis industry consulting and advisory services business and/or purchase businesses with appropriate business strategies and expertise, or farmland to cultivate cannabis crops.

We are an emerging growth company as defined in Section 2(a)(19) of the Securities Act. Pursuant to Section 107 of the Jumpstart Our Business Startups Act, we may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, meaning that we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have chosen to take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies to delay adoption of such standards until such standards are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

The Business

SmooFiOnline Market and Community Platform

Smoofi plans to focus onprovide an online market and community connecting local resources with local need.needs. The goal is to provide a market valuean online venue for basic services by aggregating these typically low cost services within each local market. This will maximize value for both the person or company requesting the service and for the person or company providing the service. For example, even a “stay"stay at home mom”mom" or “retired"retired baby boomer”boomer" could earn an extra $5 to $100 a day by simply dropping off meals for seniors, walking a pet or home basedproviding home-based technical support. A service provider, such as a gardener or pet caretaker can now see the exact people requesting service within a specific ZIP Code or address and what day and time they want the service. This allows the gardener or pet caretaker to optimize their work schedule and earn more income by mowing more lawns or walking more pets in the same day which allows the service requestor to receive the service on the exact day and time they want.

SmooFi is

Smoofi' technology will be targeted for busy individuals, families and for people who need tasks completed at odd hours of the day. SmooFi alsoSmoofi works great for any type of service from technical services (HDTV to computers), auto services (dings &(dents and windshields), home services (meals to pets to babysitting), real-estate services (notaries to gardening), transportation services (packages to people), personal services (exercise to haircuts), and much more. SmooFiSmoofi also works great for non-profit organizations, institutions, city services and corporate services such as city parades, corporate events, non-profit activities (beach cleanup, meals on wheels, etc.) and others.

SmooFi worksAfter it is launched, Smoofi will work by simply listing yourone's service on Smoofi.com by location, date, time, price, service type, service ranking and provider history. The first person who can provide that service on that date, at that time and meets the service ranking and history requirements will get the project. No bidding, no waiting a week for an auction to close, no shifting through 10numerous people to try to determine the best person. SmooFi createsSmoofi plans to create an online service community where members track service provider history, including rankings, reliability, on time, etc. and creates an automated service request around this ranking and history.

SmooFiThe platform will also providesprovide an online webspaceweb space (Web 2.0 features) for each user. This allows the Service Requestorservice requestor to track and manage all their services in one place, on one website. For example, keep grocery lists, medication lists, kidkids and family schedules, pick up places, and more all on yourtheir own SmooFiSmoofi site. YouThe service requestor determine who can see what information or log into yourhis or her account. SmooFi keepsSmoofi plans to keep a complete audit trail of current and future service requests, costs and allows youindividuals to make paymentpayments to service providers via credit card or directly from yourthe service requestor's bank account. Service providers can nowwill then be able to receive credit card paymentpayments for services they use to have to getformerly only paid for with cash, for. Plusand these funds will be automatically transferred into theira bank account.

SmooFiThe platform will also allows youallow a service requestor to receive mobile alerts when yourtheir service provider (such as a pet walker) arrives at yourtheir house and when they leave your house. SmooFiSmoofi will also keep an audit trail of all your services provided, such as every time a meal is dropped off at your Grandpa’sgrandfather's house or Grandpa’shis diabetes medication is delivered or when youa pet is picked up and dropped off at the house.

SmooFi isThe platform will be a greatuseful tool for both service requestors and service providers. Service providers will benefit by having online access to view service requests in their community by location, date, time and service request type. This allowswill allow service providers to group or aggregate their services and maximize their revenue opportunities. SmooFiThe platform also provides each service provider their own website to track and manage service requests and bids. SmooFiIt will also notify each service provider by email or mobile alert of new service requests within their saved search request and via mobile text messaging let the Service Requestorservice requestor know when theythe service provider arrived and when theyit completed a service. SmooFiSmoofi's platform will also allow service providers to accept credit card payments both via SmoofiSmoofi's and via their own website, eliminating the problem of tracking down payment for services at a later time.

SmooFi solvesSmoofi's online marketplace and community is designed to solve a number of market problems:

1) Matching local resources with local need.

2) Ability to aggregate small services and small transaction fees for basic services.

3) Provides funds and job opportunities for people with mixed schedules.

4) Provides online community to rank and compare service providers.

5) Provides Service Requestors online space for to track and manage service requests, receive mobile alerts of completed services, list services by data & time, and more.

6) Provides Service Providers online space to track service requests and accept credit card payments.

Aging Demographics – Market Pressure on Service IndustrySmoofi GeoCalendar

SmooFi also recognizes that as the baby boomer population grows older there will be increased pressure on local communities and family members to provide basic services at all hours of the day.. This can have a tremendous impact on personal goals, family life, community funds, environmental impacts (multiple/un-needed trips) or even employee productivity.

SmooFi GeoCalendar

SmooFiSmoofi's technology is based both on geographic location services (GIS) and mobile technology. A service requestrequestor or service provider has the ability to list, search, track and manage services by geographic location, day & time and service type. SmooFiSmoofi calls this technology GeoCalendar.

SmooFiSmoofi's technology will have all the basic online community features for the family or individual who needs help including a dedicated website for each family or individual to list and track their schedules, medication, transportation requirements, service requests, etc. By listing this information, a demand is created in the market place for these services. Helpers canwill be able to quickly match their availability via innovative Geographic Information Calendar or (GeoCalender). The site will also connect users via mobile phone, sending text message reminders, alerts, arrival and departure times, grocery lists, etc. (via text message back to the system) and integrated services to rank and track service requests and service providers.

SmooFiSmoofi's technology will also have all the basic online community features for the service provider, including a detailed online profile (gender, availability, rate, ZIP Code), pictures, videos, and more. But the service providerproviders will also have access to an online website to view, track and manage the family or individual they are helping. For example, they could view the family or individual website to see class schedules, grocery list, pet pictures, etc. The service provider could also text back to the website and alert others (such as family members) on arrival time, departure time, confirm medication has been taken, etc. The text will also become part of the individual or family member website creating an online audit trail of the persons care or service, even though the service maybe provided by 1 or even one hundred different service providers throughout the years.

Later versions of SmooFiSmoofi's technology will also create a push model for Non-Profit Organizations, City Organizations or Athletic Organizations to push requests out to the community for support. SmooFiSmoofi GeoCalendar will differentiate between paying activities and non-profit activities. But in some cases non-profit or even city events may pay minimum wage for basic services (security, crowd control, parade clean-up, etc.). City organizations and non-profits currently find it hard to find basic resources to help within the community and often end up paying for these services. This later version of SmooFiSmoofi's technology will also allow people to participate in non-profit events and get the word out about special events in the local community. Services that can be Aggregated and Pushed by Location, Organization, Community, Service Type, or Date &and Time.

The following summarizes the various types of services that will be addressed by Smoofi's online market and community:

·

Meal Delivery (seniors / special needs)

Pet Services (dog walking, pet cleaning)

Athletic Organizations / Events

SmooFi Revenue Model – Online & Mobile Advertising

SmooFiSmoofi's technology maximizes the utilization of the web portal utilization to push local advertisements both on the website and on mobile text messages and email alerts. These advertisements will be geared both to the service provider and the service requester and towards the service that is being provided and the ZIP Code they live in.

For example, a service request for someone to wash mytheir dog will result in an online service request on SmooFi.Smoofi's platform. When thea service requestor submits the request, they may see an advertisement for dog food. When the service provider logs in and views the requested service, they may see an advertisement for dog shampoo or local pet store.

Also, the service requestor will receive a mobile alert when the service provider showsarrives up at theits house to walk the dog and when they leave. This mobile alert will have a mobile text advertisement such as information on a local pet store. When I approvethe service requestor approves payment online, the service provider will receive a mobile alert that the payment is made, the advertisement to service provider advertisement maybemay be a local supply shop or additional pet walking requests from the website.

SmooFiSmoofi's technology combineswill combine online market, community and geographic information services with mobile text messaging, advertising and mobile geographic information services. Even local coupons or coupon codes can also be sent to mobile phones and integrated with each service request. Advertisers can also narrow down their advertisement by ZIP Code, service type, or day and time.

SmooFiSmoofi's target market generally is to tap into urban communities where many people have mixed schedules and/or want to earn extra income for weekend or general expenses. For example, many people are involved in multi-tiered marketing programs such as Juice Plus, Pampered Chef, Avon and others. ManyWe believe that many people just want extra income to offset personal expenses. In other cases baby boomers are working at Macy’s,Macy's, Crate & Barrel, as kindergarten teachers, pet walkers and many other jobs. There’sThis leads us to believe that there's an underlying market and demand for these services. In many cases,With our intended platform, people are necessarily happy with products such as Juice Plus or Pampered Chef, but it’s a meanswill be able to an end. With SmooFi, people could findget paid for services they enjoy performing such as basic gardening, meal delivery, pet care, home computer / HDTV repair services and more.those described above. Whatever their interest, there’sthere's a way to make additional revenue.

SmooFi “GetSmoofi "Get & Share” –Share" - Viral Marketing

An existing open source technology is “Get"Get & Share”, an easy way toShare." This is how "Get & Share" works: a user can right click on any SmooFi service requestof our intended services and paste it on your MySpace,social media sites such as YouTube, FaceBook,Facebook, iGoogle or other web community site. This technology allows SmooFiwill allow users to let users grab SmooFicopy Smoofi service requests and paste them on their most popular site. In doing so, if a Service Providerservice provider clicks on the link and accepts the Service Requestservice request from the SmooFiSmoofi site, a credit will be provided back to this user. ThisIn other words, the user that posts the service, gets paid for generating either a response to the need for the service or an offer to provide the service. We believe this will create a Viral Marketing program for SmooFiSmoofi and extend their MySpace and FaceBookusers social media accounts allowing them to book and manage basic services both for income ORor for personal or family use.

SmooFi

Smoofi Payment Engine

Similar to Google Checkout or PayPal, the Smoofi payment engine will allow service providers to accept credit card transactions, either on the Smoofi website, on their own website or via email. Initially Smoofi may utilize Google’sGoogle's Checkout API or PayPal’sPayPal's API to handle financial transactions brining security and name brand to Smoofi’sSmoofi's services. Over time we believe there is a great opportunity to create a customized payment transaction engine dedicated to the service industry.

Smoofi Revenue Model

Smoofi has the following revenue models, each will morph into a different revenue model as the site gains traction.

1) Transaction Fees – SmooFi will receive $1 for each transaction from the service requestor upon listing of the available job.. Users can pay fees via credit card once the transaction fee.

a. Viral Marketing – A $.25 credit will be provided back to those users who place SmooFi “Get & Share” ads on their Facebook pages and/or other community websites when a Service Provider clicks their link and accepts the service terms.

2) Keyword Advertising – using Google Adwords or Yahoo Marketing, Smoofi can provide online advertisements and mobile text message advertisements.

a. SmooFi Advertising Engine – Over time Smoofi will develop its own advertising engine where advertisers can bid on key terms at the ZIP Code level and determine if they want online or mobile text messages or both.

b. The advantage of SmooFi advertising engine is I know the exact address and interest of the service requestor. I can provide targeted ads, such as an advertisement for PetCo to all people requesting dog walks.

3) Credit Card Transactions – using Google Checkout and/or PayPal, Smoofi will be able to generate revenue via credit card transactions.

a. Credit Card Transaction Engine – developing a custom transaction engine with a major bank or partnering with Google Checkout, Smoofi intends to have their own proprietary credit card transaction engine for service providers.

4) Mobile Text Messaging Services – using mobile text messaging (or emails) to notify the user of arrival and departure times of service providers will allow for targeted advertising by service type and ZIP Code.

5) Membership Fees – there will be no membership fees in the first version of Smoofi, but over time service providers may be charged an annual membership fee ($25 to $100) to join Smoofi. The benefits are more business, online and mobile alerts, online and mobile directions, online payment gateway to accept credit card transactions.Marketing Plan - Initial Launch

Plan of Operations

SmooFiSmoofi will leverage two major marketing, branding and PR programs. First, SmooFiSmoofi will initially focus on launching its platform in only key markets such as California to launch the product.California. Secondly, SmooFiSmoofi will only expand to other markets as the producttechnology is proven and tested. SmooFiIn other words, Smoofi will not endeavor to grow too fast until the concept is completely proven out on a small scale. Eventually, Smoofi will use both AM Radio advertising to target people in traffic during peak times who have limited time and need basic services completed at specific dates and time and are willing to pay a $1.00 for this service. SmooFiSmoofi will also leverage Web 2.0 services to create viral marketing programprograms throughout the web integrating SmooFiSmoofi services with other major community websites such as MySpace and FaceBook.

Target Market

Activities transcend markets: in-home visits, transportation, meals, store runs, (baby) sitting, tutoring, pet care, tutoring, chaperon, and more. Target market applies to individuals or families with someone that is:

• Senior or Elderly

• Special Needs – autistic kids (autism on the rise), mental / brain injuries (brain injuries on the rise),

• School Kids (K-12)

• Pets

• Babies (0 to 5)

• Etc.

PR PR PR is the way to get the word out!

Helper Target Market

The consumer target market needs to match the helpers:

• Job seekers

• Care givers

• Pet sitters

• Baby sitters

• Stay at home moms

• Part time employees

• Non-profit organizations

MySpace, YouTube, Monster, HotJobs, Career Builder, etc. advertise for thousands of part time jobs!Facebook.

Competitive Conditions

There are many similar online and offline technologies similar to SMOOFISmoofi's such as Craig’sCraig's List, Kudzu, eBay Auctions, Penny Saver, and others. Butothers; however, we do not believe there are noany online websites that focus only on the service industry as an eCommerce / classifieds / auction marketplace. Craig’sCraig's List does not have an eCommerce or credit card system and there is no member feedback or rating system.

SmooFi targetsSmoofi will target the underlining service industry, setting up a system for online services by ZIP Code thatwhere service providers can quickly qualify and identify leads by price, location and service type. Service requestors canwill be able to quickly list services and find qualified candidates based onthings such as feedback rating and length of membership, andmembership. The service requestor will also be able to pay via credit card. We intend Smoofi isto be a safe, secure, easy to use, and self-regulating community based on an eBay type rating system.

Market Demand - Demographics

Demographics - A Growing Problem for the Service Industry TheIndustry. We believe the historical trend ofthat sees the older population growing at a faster pace than the total population will continue well into the 21st Century.

Intellectual Property

We have no patents or trademarks.

9

Government Regulation and Industry Standards

There are an increasing number of laws and regulations in the United States and abroad pertaining to communications and commerce on the Internet. In addition, a number of legislative and regulatory proposals are under consideration by federal, state, local and foreign governments. Laws or regulations may be adopted with respect to the Internet relating to liability for information retrieved from or transmitted over the Internet, user privacy, taxation and the quality of products and services. Moreover, the application to the Internet of existing laws governing issues such as intellectual property ownership and infringement, pornography, obscenity, libel, gaming, employment and personal privacy is uncertain and developing. Any such legislation or regulation, or the application or interpretation of existing laws, may decrease the growth in the use of the Internet in general, prevent us from delivering our content in different parts of the world and increase our costs of selling products or otherwise operating our business.

Furthermore, legislation regulating online content could limit the growth in use of the Internet generally and decrease the overwhelming acceptance of the Internet as an advertising and e-commerce medium.

Websites typically place identifying data, or cookies, on a user's hard drive without the user's knowledge or consent. We and many other Internet companies will use cookies for a variety of different reasons, including the collection of data derived from the user's Internet activity. Any reduction or limitation in the use of cookies could limit the effectiveness of our sales and marketing efforts. Most currently available Web browsers allow users to remove cookies at any time or to prevent cookies from being stored on their hard drive.

Some privacy advocates and governmental bodies have suggested limiting or eliminating the use of cookies. In addition, the European Union and many countries within the EU have adopted privacy directives or laws that strictly regulate the collection and use of information regarding Internet users that is identifiable to particular individuals. Privacy legislation has been proposed in the US as well, and the US Federal Trade Commission has taken action against website operators that do not comply with state privacy policies. These and other governmental efforts may limit our ability to target advertising or collect and use information regarding the use of our websites. Fears relating to a lack of privacy could also result in a reduction in the number of our users and subscribers which could harm our business and financial results.

EmployeesOperations, Consulting and Advisory Services in the Cannabis Industry

As an expansion of Decemberour overall business strategy, we have appointed a new Director to expand our platform and services to enter the cannabis industry. We intended to enter into this area by leasing farm land.

Governmental Regulations

Cannabis is subject to regulation at both the federal and state level, with both hemp and its cousin marijuana being classified as a Schedule 1 controlled substance under the Controlled Substances Act ("CSA"), which generally means that Congress has determined that marijuana is a dangerous drug and that the illegal distribution and sale of marijuana is a serious crime. The CSA does not recognize the differences between medical and recreational uses of marijuana and all uses are prohibited. Notwithstanding the federal classification, currently 23 states and the District of Columbia have laws and/or regulations legalizing the use of marijuana in some form or another for legitimate medical purposes. Four of those states and the District of Columbia have legalized marijuana for recreational use. A number of other states have decriminalized the possession of small amounts of marijuana.

Twenty-seven states have removed some legal barriers to the production of industrial hemp, three of which now license or register farmers to grow hemp under state law. In January of 2015, the Industrial Hemp Farming Act was introduced in the U.S. House and Senate. If passed, all current restrictions on the cultivation of industrial hemp would be removed, along with its classification as a Schedule 1 controlled substance. Industrial hemp is legal to grow in more than 30 countries. The United States is one of the few industrialized nations that does not currently allow the cultivation of hemp. A substantial volume of hemp is imported into the United States each year, primarily from Canada and China, in order to fulfill the growing domestic demand for hemp products. The annual retail sales for hemp products was estimated at $620 million in 2014.

In addition to federal and state legislation, local laws at the county, city and municipality level add further complexity. Despite a state's having adopted legislation legalizing cannabis, such entities within the state seem to have the ability to otherwise restrict cannabis activities, including but not limited to cultivation, retail or consumption through zoning or other means.

The Financial Crimes Enforcement Network ("FinCEN") provided guidance in 2014 about how financial institutions, such as banks and brokers or dealers in securities, can provide services to marijuana-related businesses consistent with their Bank Secrecy Act ("BSA") obligations. As a result, access to the U.S. banking system is effectively denied to businesses engaged in many aspects of the cannabis, or more specifically marijuana, industry. The Company does not intend to engage in any such business activities.

Competitive Conditions

The market for cannabis products and related services is highly fragmented and competitive, with hundreds of public and privately owned companies participating in one or more aspects of hemp or marijuana products, including both those from traditional businesses and emerging marijuana industry companies. As with many other industries, competition is based on price, product or service quality, customer service, brand name and marketing and trade support, and successful new product introductions. Many competitors have or will have significantly greater financial and other resources available to them. Large, well-capitalized pharmaceutical companies may chose enter the cannabis industry, particularly if marijuana and hemp are decriminalized.

Intellectual Property

We have no patents or trademarks.

Seasonality

The cultivation of cannabis crops is highly seasonable; accordingly, future revenue that might be derived from this activity will be seasonable. The other activities that we will engage in are not seasonable.

Employees

As of January 8, 2014,2016, we had one employee which servestwo employees; Mr. Sean Clarke, serving as our chief executive officer, president and chief executivefinancial officer, Mr. Clarke. During calendar year ending December 31, 2015 (dependentJohn Donahue serving as our chief operating officer, neither of whom presently work for the Company on financing and available working capital), Mr. Clarke will devote at least twenty (20) hours a week to us and may increase the number of hours as necessary.full time basis. Mr. Clarke is allowed to devote thisa limited amount of his time to our Companyus as he is not limited or restricted from being involved with us by his current employer. Mr. ClarkeHe is under no contractual agreement with the Company. However, our president,us and chief executive officer’s current plan is to provide all administrative and planning work as well as perform the basic coding for software and initial marketing efforts on his own without anyhas not received cash compensation while he seeks other sources of funding for the Company and its business plan.

to date. Mr. Clarke has been initially compensated through the formissuance of shares of the Company's common stock or equity in the Company, and will continuenot receive cash compensation until such time as we are able to forego cashraise sufficient equity or debt financing or we become profitable. We entered into an engagement agreement with Newport Board Group on April 21, 2015 for a term of 60 days for Mr. Donahue to serve as chief operating officer. A new agreement was signed effective June 21, 2015 which extends Mr. Donahue's services on a month to month basis. The monthly fee under both agreements is $4,000. At September 30, 2015, $9,500 of unpaid fees was accrued. No further payments for his services untilhave been made since that date.

In the Company is profitable. Beyond Mr. Clarke’s services,past, we have currently been working withretained an independent software development firm which has been utilized on an “as needed”"as needed" basis, and we may in the future use other independent contractors and consultants to assist in many aspects of our business on an “as needed”"as needed" or per project basis pending adequate financial resources being available or their ability to defer payment for their services.

There is no written employment contract or agreement in place with our president, and chief executive officer.ITEM 1A. RISK FACTORS

Property

Our office and mailing address is 204 S La Esparanza, Suite B, San Clemente, CA 92672. The space is provided to us by Mr. Clarke. Mr. Clarke incurs no incremental costs as a result of our using the space. Therefore, he does not charge us for its use. There is no written lease agreement.

Litigation

We are not party to any pending, or to our knowledge, threatened litigation of any type.

(c) Reports to security holders.

(1) To the extent required by federal and state law, the Company will deliver an annual report to security holders.

(2) The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act.

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

An investment in the Company is highly speculative in nature and involves an extremely high degree of risk.

Risks Related to the Business

Smoofi has virtually no financial resources. Our independent registered auditors' report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

SmooFiSmoofi is an early stage company and has virtually no financial resources. We had a cash balance of $74,787,$2,160, as of September 30, 2014.2015. We have working capital deficit of $67,397$271,512 and a stockholders’ equityan accumulated deficit of $7,098$652,239 at September 30, 2014.2015. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the period ended September 30, 20142015 that states that CompanyCompany's losses from operations raise substantial doubt about its ability to continue as a going concern. We may seekare seeking additional financing. The financing sought may be in the form of equity or debt financing from various sources as yet unidentified. No assurances can be given that we will generate sufficient revenue or obtain the necessary financing to continue as a going concern.

Our current resources and source of funds, which primarily consist of friends and family debt and equity investments from unaffiliated third parties, are sufficient to keep our business operations functioning for the next twelve months. We do not have a formal agreement with our president and chief executive officer to fund the Company’s working capital needs; however our president and chief executive officer’s current plan is to do almost of the work on his own without cash compensation while he seeks other sources of funding.

The Company has started(i) is engaged in the development of an initial design and framework of its proposed online marketplace and community portal platform through Mr. Clarke’sClarke's efforts, as well as through the efforts of a software development firm which the Company hashad been working with on an as “needed basis.”"needed basis" and (ii) recently entered into the cannabis industry. We currently spendhave historically spent between $5,000 and $10,000 per month in operational expenses.expenses, and this spending will need to substantially increase in response to the expanded business plan. We have not generated any revenues from our business, and our expenses will be accrued and deferred until sufficient financing is obtained or our president and chief executive officer or others who know our president and chief executive officer loans the necessary funds to pay for these expenses.obtained. No assurances can be given that we will be able to receive funds from our president and chief executive officer or others to continue our operations beyond a month-to-month basis. Similarly, there are no assurances that we will be able to raise the funds needed to successfully enter the business of providing consulting and advisory services to the cannabis industry.

2. SmooFiSmoofi is and will continue to be completely dependent on the services of our chief executive officer, president and chief executivefinancial officer, Sean Clarke, our chief operating officer, John Donahue, and Brian Loiselle, a director serving as a consultant, the loss of whose services may cause our business operations to cease, and we will need to engage and retain additional qualified employees and consultants to further implement our strategy.

SmooFi’sSmoofi's operations and business strategy are completelysubstantially dependent upon the knowledge and business connections of Mr.Messrs. Clarke, our presidentDonahue and chief executive officer. He isLoiselle, who are under no contractual obligation to remain employed by us. If heone or more should choose to leave us for any reason or if he becomes ill and is unable to work for an extended period of time before we have hired additionalappropriate replacement personnel, our operations will likelycould fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines described in this prospectus. We will fail without the services of Mr. Clarke or an appropriate replacement(s).

We intendMessrs. Clarke's, Donahue's and Loiselle's current employment situations do not limit or restrict them from being involved with our Company.

Because marijuana is illegal under federal law, we could be subject to acquire key-man life insurancecriminal and civil sanctions for engaging in activities that violate those laws.

Although our current plans to provide services to the cannabis industry primarily involve hemp and derivative products, which are generally subject to substantially less onerous legal regulations than marijuana, to the extent we are involved, even indirectly, with marijuana, we will be subject directly or indirectly with restrictive federal laws.

The U.S. Government classifies marijuana as a schedule-I controlled substance. As a result, marijuana is an illegal substance under federal law. Even in those jurisdictions in which the use of medical marijuana has been legalized at the state level, its prescription is a violation of federal law. The United States Supreme Court has ruled in United States v. Oakland Cannabis Buyers' Coop. and Gonzales v. Raich that it is the federal government that has the right to regulate and criminalize cannabis, even for medical purposes. Therefore, federal law criminalizing the use of marijuana pre-empts state laws that legalizes its use for medicinal purposes.

As of December 31, 2015, 23 states and the District of Columbia allow its citizens to use medical marijuana, while voters in four states and the District of Columbia have legalized cannabis for recreational use. The state laws are in conflict with the federal Controlled Substances Act, which makes marijuana use and possession illegal on the lifea national level. The Obama administration has effectively stated that it is not an efficient use of Mr. Clarke naming us as the beneficiary when and if we obtain the resources to do sodirect law federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and if he is insurable. We have not yet procured such insurance, anddistribution of medical marijuana. However, there is no guarantee that the administration will not change its stated policy regarding the low-priority enforcement of federal laws. Additionally, any new administration that follows could change this policy and decide to enforce the federal laws strongly. Any such change in the federal government's enforcement of current federal laws could cause significant financial damage to us and our shareholders.

Laws and regulations affecting the regulated marijuana industry are constantly changing, which could detrimentally affect our proposed operations, and we cannot predict the impact that future regulations may have on us.

Local, state and federal medical marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt our proposed cannabis business and result in a material adverse effect on our operations. In addition, it is possible that regulations may be enacted in the future that will be abledirectly applicable to obtain such insurance in the future. Accordingly,cannabis related portion of our business. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our proposed cannabis business.

FDA regulation of marijuana and the possible registration of facilities where medical marijuana is grown could negatively affect the cannabis industry which would directly affect our financial condition.

Should the federal government legalize marijuana for medical use, it is importantpossible that the U.S. Food and Drug Administration (FDA) would seek to regulate it under the Food, Drug and Cosmetics Act of 1938. Additionally, the FDA may issue rules and regulations including CGMPs (certified good manufacturing practices) related to the growth, cultivation, harvesting and processing of medical marijuana. Clinical trials may be needed to verify efficacy and safety. It is also possible that the FDA would require that facilities where medical marijuana is grown be registered with the FDA and comply with certain federally prescribed regulations. In the event that some or all of these regulations are imposed, we do not know what the impact would be on the medical marijuana industry, what costs, requirements and possible prohibitions may be enforced. If we are ableunable to attract, motivatecomply with the regulations and retain highly qualified and talented personnel and independent contractors.or registration as prescribed by the FDA, we may be unable to continue to operate our business in its current form or at all.

Mr. Clarke’s current employment does not limit or restrict him from beingOur future clients that may be involved with marijuana as well as the Company may have difficulty accessing the service of banks, which may make it difficult to contract for real estate needs.

Although our Company, and his employment allows him the flexibilitycurrent plans to provide at least 20 hours per weekservices to our Company.the cannabis industry primarily involve hemp and derivative products, which are generally subject to substantially less onerous legal regulations than marijuana, to the extent we are involved, even indirectly, with marijuana, we may have difficulty accessing the service of banks.

On February 14, 2014, the U.S. government issued rules allowing banks to legally provide financial services to state-licensed marijuana businesses. A memorandum issued by the Justice Department to federal prosecutors re-iterated guidance previously given, this time to the financial industry that banks can do business with legal marijuana businesses and "may not" be prosecuted. The Treasury Department's Financial Crimes Enforcement Network (FinCEN) issued guidelines to banks that "it is possible to provide financial services"" to state-licensed marijuana businesses and still be in compliance with federal anti-money laundering laws. The guidance falls short of the explicit legal authorization that banking industry officials had pushed the government to provide and to date it is not clear what if any banks have relied on the guidance and taken on legal marijuana companies as clients. The aforementioned policy may be administration-dependent and a change in presidential administrations may cause a policy reversal and retraction of current policies, wherein legal marijuana businesses may not have access to the banking industry. We could be subject to sanctions if we are found to be a financial institution and not in harmony with FinCEN guidelines. Also, the inability of potential clients in our target market to open accounts and otherwise use the service of banks may make it difficult for them to contract with us.

3. Because we have only recently commenced business operations, we face a high risk of business failure.

We were formed in October 2013. All of our efforts to date have related to developing our business plan and beginning business activities. Through September 30, 2014,2015, we had no operating revenues. We face a high risk of business failure. The likelihood of theour success of the Company must be considered in light of the expenses, complications and delays frequently encountered in connection with the establishment and expansion of new businesses and the competitive environment in which the Companywe will operate. There can be no assurance that future revenues from sales of the Company’sour products and services will occur or be significant enough or that we will be able to sell itsour proposed products and proposed services at a profit, if at all. Future revenues and/or profits, if any, will depend on many various factors, including, but not limited to both initial and continued market acceptance of the Company’sCompany's products and services and the successful implementation of its planned growth strategy.

The Company hasWe have acquired and commenced internally developing our website products.related business. We may not be able to acquire or internally develop additional productsservices in the future because of a lack of available funds or financing to do so. In order for us to develop or acquire additional products or services, we maywill need to secure the necessary financing. In the early stages of our operations,Until we raise additional funds, we will continue to keep costs to a minimum. The cost to develop our business plan pertaining to the online marketplace portal as currently outlined maywill likely be in excess of $100,000. We will need additional funds to marketfully launch the product.portal and expand into the marketplace. If we are unable to obtain adequate funding or financing, the Company faceswe face the ultimate likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing program for our growth. Furthermore, our announced expansion in business strategy to provide consulting and advisory services to the Company’s growth.cannabis industry will require substantial funding which we will also have to procure. We will not be able to fully develop any of these businesses without additional funding the absence of which will likely lead to our failure.

4. We may not have or ever have the resources or ability to implement and manage growth strategy.

Although the Company expectswe expect to experience growth based on being able to implement itsour business plan, actual operations may never occur because theour business plan may never be implemented because ofdue to lack of funds to do so.funds. If the Company’sour business plan and growth strategy are implemented, of which no assurances can be given, a significant strain on the Company’sour management, operating systems and/or financial resources will be imposed. Failure by the Company’sour management to manage this growth, if it occurs, or unexpected difficulties encountered during growth, could have a material adverse impact on the Company’sour results of operations or financial condition.

The Company’s

Our ability to operate profitable product lines or service offerings (if we are able to establish any product, or product lines or service offerings at all) will depend upon a number of factors, including (i) identifying distribution channels, (ii) generating sufficient funds from our then existing operations or obtaining third-party financing or additional capital to develop new product lines, (iii) the Company’sour management team and itsour financial and accounting controls and (iv) staffing, training and retaining of skilled personnel, if any at all. Certain of these factors will be beyond the Company’sour control and may be adversely affected by the economy or actions taken by competing companies. Moreover, potential products and/or services that may meet the Company’s productour product/service focus and other criteria for developing new products or services, if we are able to develop or acquire at all, are believed to be limited. There can be no assurance that the Companywe will be able to execute and manage a growth strategy effectively or at all.all.

5. We may not be successful in hiring technical personnel because of the competitive market for qualified technical people.

The Company'sOur future success depends largely on itsour ability to attract, hire, train and retain highly qualified technical personnel to provide the Company'sour proposed services. Competition for such personnel is intense. There can be no assurance that the Companywe will be successful in attracting and retaining the technical personnel it requires to conduct and expand its operations successfully and to differentiate itself from its competition. The Company'sOur results of operations and growth prospects could be materially adversely affected if the Companywe were unable to attract, hire, train and retain such qualified technical personnel.

6. Our reliance on referrals from outside contacts to develop business may not be effective.

The Company initially will rely on our president and chief executive officer, Mr. Clarke, for a majority of its leads and believes that independent outside sales reps will also be an important source of sales referrals in the foreseeable future. However, as is typical within the industry, there are no contractual requirements that an outside sales person use or recommend the Company's professional services in connection with product sales. We currently have no contracts or agreements in place with any outside sales professional. No assurances can be given that using independent outside sales reps will result in any meaningful numbers of sales leads or referrals.

7. We will face competition from companies with significantly greater resources and name recognition.

The markets in which the Companywe will operate are characterized by intense competition from several types of solution and technical service providers. The Company expectsWe expect to face further competition from new market entrants and possible alliances among competitors in the future as the convergence of information processing and telecommunications continues. Many of the Company'sour current and potential competitors have significantly greater financial, technical, marketing and other resources than the Company.us. As a result, they may be better able to respond or adapt to new or emerging technologies and changes in client requirements or to devote greater resources to the development, marketing and sales of their services than the Company.us. There can be no assurance that the Companywe will be able to compete successfully. The Company expectsWe expect to encounter intense competition in the Internet/software industry. The CompanyWe will also compete for revenues with other Internet software providers. In addition, the Companywe will be faced with numerous competitors, both strategic and financial, in attempting to obtain competitive products.products and services. Many actual and potential competitors we believe are part of much larger companies with substantially greater financial, marketing and other resources than the Company,us, and there can be no assurance that the Companywe will be able to compete effectively against any of itsour future competitors.competitors.

8. There are significant potential conflicts of interest.

Our personnel, will be required topresently Messrs. Clarke, Donahue and Loiselle, commit substantial time to our affairs and, accordingly, these individual(s) (particularly our president and chief executive officer)individuals may have conflicts of interest in allocating management time among various business activities. In the course of other business activities, certainthese key personnel (particularly our president and chief executive officer) may become aware of business opportunities which may be appropriate for presentation to us, as well as other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a particular business opportunity should be presented.

Mr. Brian Loiselle, a director of the Company, is a managing member of EastWest Secured Developments LLC ("EWSD"), which has approximately $800,000 invested in the Tamarack Project which is the subject of a certain Letter of Intent described below in Part I, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, Letter of Intent. ESWD also has $830,000 invested in a certain farm in Colorado that we attempted to acquire. This farm was eventually acquired by and is now owned by a competitor; the aforementioned $830,000 is evidenced by a promissory note between the present owner and ESWD. Further, we made a non-refundable deposit of $50,000 in connection with the now-terminated Letter of Intent to acquire this farm which was written off.

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.effective.

9. Following the effective date of our Registration Statement, of which this prospectus is a part, we will beWe are subject to the periodic reporting requirements of Section 15(d) of the Exchange Act that will require us to incur audit, feeslegal and legalfiling fees in connection with the preparation of such reports. These additional costs could reduce or eliminateadversely impact our ability to earn a profit.

Following the effective date of our registration statement of which this prospectus is a part, weWe will be required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major affecteffect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.significantly.

10. Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

-

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Our internal controls may bebecome inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.decision.

11. The costs of being a public company could result in us being unable to continue as a going concern.

As a public company, we will have to comply with numerous financial reporting and legal requirements, including those pertaining to audits, quarterly reporting and internal controls. The costs of this compliance could be significant. If our revenues are insufficient, and/or we cannot satisfy many of these costs through the issuance of our shares, we may be unable to satisfy these costs through the normal course of business which would result in our being unable to continueperform as a going concern.

12. Having only one directortwo directors limits our ability to establish effective independent corporate governance procedures and increases the control of our chief executive officer, president and chief executive officer.financial officer and other director.

We have only two directors, one directorof which who also serves as our chief executive officer, president and chief executive officer.financial officer, the other that also serves as a consultant. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. In addition, currently a vote of board members is decided in favor of the chairman (who is our president, and chief executive officer), which gives him complete control over all corporate issues.

Until we have a larger board of directors that would include some independent members and at least one financial expert, if ever, there will be limited oversight of decisions and a activities of our chief executive officer, president and chief executive officer’s decisionsfinancial officer, our chief operating officer, and activities andour other director, as well as little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.shareholders.

Risks Related to Our Common Stock

13. Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.

We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized (200,000,000) shares.shares but unissued (169,614,200) shares (exclusive of 700,000 restricted shares granted but not issued). In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, further dilute book value per share of common stock, book value, and that dilution may be material.material.

14. The interests of shareholders may be hurt because we can issue shares of our common stock to individuals or entities that support existing management with such issuances serving to enhance existing management’smanagement's ability to maintain control of our company.

Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. OurThe board of directors' ability to issue shares without shareholder approval serves to enhance existing management’smanagement's ability to maintain control of our company.

15. Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.

OurArticle X of our Articles of Incorporation at Article X provideprovides for indemnification as follows: "No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification."

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, eitherofeitherof which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

16. Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.

Prior to the date of this prospectus, there has not been any established trading market for our common stock, and there is currently no established public market whatsoever for our securities. We have not found a market maker. There can be no assurance that we will find a market maker willing to file an application with FINRA on our behalf and if we do that the market maker’s application will be accepted by FINRA nor can we estimate as to the time period that the application will require. We are not permitted to file such application on our own behalf. If the application is accepted, there can be no assurances as to whetherdevelops.

If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC") to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTC Markets), means that shares of a company will nofferot be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all companies on the OTC Markets. What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTC Markets, it is a necessity to process trades on the OTC Markets if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of the Company and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions.

17. If we were designated a shell yourour ability to resell your shares would be limited.

AllSome of the presently outstanding shares of our common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amendingPursuant to Rule 144, which have become effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the timeif we were designated a “shell company,”"shell company" as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceasesone year would be required to elapse from the time, we ceased to be a “shell company”"shell company" and filesfiled a Form 8-K addressing Item 5.06 with such information as may be required in a Form 10 Registration Statement with the SEC, before aour restricted shareholder canshareholders could resell their holdings in reliance on Rule 144. The Form 10 information or disclosure is equivalent to the information that a company would be required to file if it were registering a class of securities on Form 10 under the Exchange Act. Under amended Rule 144, restricted or unrestricted securities that were initially issued by a reporting or non-reporting shell company, or a company that was at any time previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met:

1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company;

2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and

4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.