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

o ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~or

For the ~~Transition Period~~transition period from ~~______~~_____ to ~~______~~_____

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

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

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

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

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 registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K . o ~~Yes~~ x No[ ]

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

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

~~As of February 28, 2015, the~~The aggregate market value of the ~~issued~~voting and ~~outstanding~~non-voting common ~~stock~~equity held by non-affiliates of the registrant based ~~upon~~on the ~~non trading par value~~closing sales price, or the average bid and asked price on such stock, as June 30, 2015 was $318,582

The number of ~~our common stock of $0.00001 was approximately $190. For purposes~~shares of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

~~Number of shares of~~registrant’s common stock outstanding as of ~~March 1, 2015~~April 14, 2016 was ~~18,990,000.~~

The information contained in this Annual Report on Form 10-K for year ended December 31, 2015 (the “Report”), including in documents that may be incorporated by reference into this Report, includes some statements that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding the Company and its management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including its financial condition and results of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Report are based on current expectations and beliefs concerning future developments. There can be no assurance that future developments actually affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, some of which are described in the section of this Report entitled “Risk Factors”.

Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Unless specifically set forth to the contrary, when used in this Report the terms “PeerLogix,” "we"", "our", the "Company" and similar terms refer to PeerLogix, Inc., a Nevada corporation and where the context is applicable, to our business operations, inclusive of those undertaken by our operating subsidiary, PeerLogix Delaware. “PeerLogix Delaware” refers solely to our wholly-owned subsidiary, PeerLogix Technologies, Inc., a Delaware corporation.

We are an advertising technology and data aggregation company providing a proprietary software as a service (“SAAS”) platform which enables the tracking and cataloguing of Torrent files and Torrent networks in order to determine consumer trends and preferences based upon media consumption. We have recently developed and deployed a proprietary mobile and digital ad serving platform utilizing such data to provide highly targeted placement of digital advertisements. Our patent pending platform collects Torrent data, including IP addresses of the uploading and downloading parties (e.g., location), the name, file type, media type (whether movie, television, documentary, music, e-books, software, etc.), and genre of media downloaded, and utilizes licensed and publicly available demographic and other databases to further filter the collected data to provide insights into consumer preferences to digital advertising firms, product and media companies, entertainment studios and others.

The Company was incorporated on February 14, 2014 in Nevada under the name of Realco International, Inc.~~, a Nevada corporation (the Company), incorporated February 14, 2014.~~ The ~~company offers~~Company previously offered real estate marketing and sales services to individuals and businesses seeking to purchase international real estate, with a particular focus on the European and Middle Eastern markets. ~~Initially~~

On August 14, 2015, the ~~company expects to focus~~Company entered into a share exchange transaction whereby all of the shareholders of PeerLogix Technologies, Inc., a privately held Delaware corporation (“PeerLogix Delaware”), exchanged all of their shares of common stock for newly issued shares of common stock of the Company (the “Share Exchange”). As a result of the Share Exchange, PeerLogix Delaware has become a wholly-owned subsidiary of the Company and its ~~marketing and sales efforts on~~business operations are assumed by the Company. On September 3, 2015, the Company filed a ~~range~~Certificate of new construction located in Israel. Additionally, the company will offer consulting services, including site selection on new construction projects. The registrant will further seek to expand the scope of services offeredAmendment to its ~~current~~Articles of Incorporation changing its name from Realco International, Inc. to PeerLogix, Inc.

Brand advertisers and ~~future clientele.~~consumer product companies utilize a broad array of consumer data on which to base advertising decisions. They have traditionally relied upon information collected from legacy media distribution providers to base their research (e.g., Comcast and other cable providers). These traditional methods are inherently inefficient by today’s standards and are often cost-prohibitive due to their fragmented nature, relying upon separate, non-integrated legacy providers for television and music research related to consumer preferences.

Digital surveying methods provide a solution to many of the inefficiencies present with traditional methods. As a result, advertisers, agencies, entertainment studios and others are rapidly adopting digital methodologies to augment their traditional practices. One such digital surveying method yet to be widely implemented is Torrent measurement, which the Company believes is a significant market opportunity.

In today’s digital world, consumers have access to media, television shows, music, movies, video games and software through a number of growing and fragmented methods and providers. This change in behavior and habits is an evolution resulting from technological innovation, and has resulted in greater choice and democratization amongst consumers. The resulting digital empowerment has directly lead to the birth of platforms providing consumers direct access to media, which often times circumvents legacy providers previously relied upon for distribution (such as traditional cable providers).

~~BUSINESS STRATEGY~~One of the more prominent digital platforms to arise has been Torrent (e.g., Popcorn Time, BitTorrent, Vuse). Torrent enables consumers to share TV shows, music, movies, video games and software directly with one another, rather than relying on a centralized source (e.g., iTunes, Netflix). Since Torrent is such a widely used platform for digital media consumption, demographic data related to its use can provide digital agencies and consumer product companies with a wide variety of critical and yet untapped information about consumers enabling them to target their messages and offerings to such consumers.

The ~~company was incorporated~~Company believes Torrent data represents a substantial improvement over search and other tracking data utilized to obtain marketing insights, as Torrent data reflects actual consumption of media with respect to which the downloading party has taken an affirmative effort to obtain, as opposed to search data, such as Google, which can reflect pure curiosity.

Through rigorous testing and analysis, the Company has been able to show that on ~~February 14, 2014~~a general basis, the domestic population of Torrent users most commonly resides in middle to upper-middle class households, possessing greater than average levels of discretionary income. These results run contrary to general public perception of Torrent users, which are individuals who are unable to afford market priced content and unlikely to convert into sales for consumer product companies. The Company sees this dichotomy as a significant opportunity in the ~~state~~marketplace, as the Company’s prospective core client base, digital agencies and consumer product companies, proactively seek new audiences deemed financially worthy of ~~Nevada. From inception,~~sales and advertising efforts.

Torrent is a geography agnostic platform used by approximately 130-150 million people worldwide to share TV shows, movies, music, video games and software with one another. All major entertainment content is available to consumers using Torrent to access media. Of this population of Torrent users, approximately 40 million reside in the ~~officers worked together to create a business plan that would meet the needs~~United States and 90-110 million are distributed throughout all major and developing countries of the current real estate market. To help establish the new business, our Chief Executive Officer Mr. Friedman has sought to meet with numerous potential clients that he has relationships with in the real estate business.world.

Torrent activity represents one of the most significant categories of global Internet usage, comprising up to 22% of all Internet traffic. Although Torrent data available at any one point in time is ephemeral and is then lost, the Company has been storing and continues to store all such data in a fully scalable database which has been aggregating the results since approximately January 1, 2014, providing the distinctive ability to provide trend data on the basis of media consumption. The Company’s proprietary platform operates on an automatic basis with little human interaction and continually acquires and catalogues Torrent data in real time, obtaining millions of data points daily.

The ~~company will offer real estate sales~~Company’s proprietary technology enables the tracking and ~~related property management services~~cataloguing of Torrent files and Torrent networks in order to determine consumer trends and preferences based upon media consumption. The Company’s patent pending platform collects Torrent data, including IP addresses of the uploading and downloading parties (e.g., location), the name, file type, media type (whether movie, television, documentary, music, e-books, software, etc.), and genre of media downloaded. The Company utilizes licensed and publicly available demographic and other databases to further filter the collected data to provide insights into consumer preferences to digital advertising firms, product and media companies, and others.

Typical steps taken for ~~their clients, that focus on there needs~~an “everyday person” to buy properties located outside the United States. Additionally, the company will offer consulting services, including site selection, strategic planning. The company is committed to expanding the scope of services offered, while ensuring that it can support client relationships with best-in-class service. To date, we offer real estate sales servicesdownload media using Torrent are: a) search for a ~~commission rate ranging from 3% to 5%. W~~

~~Thecompanywill offer its services on~~respective piece of media (e.g., Classic Rock Music) using a ~~commission basis. Any other services needed will be billed at~~commonly accessible search engine (e.g., Google, Yahoo); b) download a ~~per contract fee, or as an hourly fee as per negotiation with~~small .torrent file representing the ~~particular client. All services will be billed on a net 30 day basis.~~

~~The primary objective~~internet coordinates of the company’s marketing program will be to establish the company as a leader in providing of real estate sales services for clients looking for properties over seas. This objective will be accomplished through a comprehensive public relations approach that includes, but is not limiteddesired media content to the ~~following:~~

~~The PR program will use every opportunity~~c) open the aforementioned .torrent file utilizing a commonly available Torrent client (e.g., BitTorrent, Vuze) to ~~garner media coverage, increase visibility, and heighten awareness~~download the entirety of the company and the its services, technologies, and executives. The company will be presented to national and regional business, technology, and vertical-industry press. The goals of the company’s public relations program are:

~~- Clearly establish the registrant as a leading provider of real estate Sales services internationaly~~

~~- Create a greater awareness of the registrant with potential customers and partners~~

~~- Identify the company as strong, trusted, and progressive through its partnerships and services~~

The company plans to implement strategic advertising campaigns focused on brand name recognition. Advertising campaigns will generally focus on print, using industry publications, although other means of advertising will also be considered and implemented. The company also plans to create a website as a means of advertising and as an electronic brochure for generating sales leads and increasing market awareness.

The company is implementing policies and procedures to control advertising or promotions that will be utilized in its strategic alliances. These policies and procedures are necessary to assure the proper representation of the company at all times and include the pre-approval of all advertising material and restrictions on how strategic alliances can advertise using the Realco international brand.

Costs associated with the customer acquisition, retention, continued product development, overhead and management and continued servicing are budgeted individually for each projects. Contingencies are allowed for as deemed necessary. Then market pricing will be reviewed based on current competitors’ prices, along with a market survey of the satisfaction with these prices and the associated services. Management is of the opinion that the pricing of our services, will represent a savingsdesired media content to the ~~customer, and yet still provide better-than-market returns on sales.~~

The company intends to provide real estate services to meet our clients’ needs supported by highly qualified and experienced team of professionals. The company’s strategy is to leverage broad geographic reach, long-term client relationships, and full-range and service offerings to become a larger, more robust real estate services firm. The company’s growth plan is focused on the achievement of four primary objectives:

- Expanding business from existing relationships. A principal component of our strategy is to secure sales from existing relationships. We believe that the amount of revenue we will receive from many of our clients will represent a relatively postive percentage of the amount they spend on real estate services. We believe that by continuing to deliver high quality services and by leveraging our existing relationships, we can capture a significant share of clients’ purchases for these real estate services.

- Growing our client base. We will continue to focus on attracting clients. We plan to develop new client relationships primarily by leveraging the significant contact networks of our management team through referrals. In addition, we believe we will attract new clients by building our brand name and reputation and through our marketing efforts. We anticipate that our growth efforts will continue to focus on identifying strategic target accounts that tend to be large companies.

~~- Expanding geographically. We will expand geographically to meet the demand for real estate services .~~

- Providing additional professional service offerings. We will continue to develop and consider entry into new professional service offerings centered on real estate. Our considerations when evaluating new professional service offerings include cultural fit, growth potential, profitability, cross-marketing opportunities, and competition.

~~We have developed the following business strategies to achieve these objectives:~~

~~- Hire~~Understanding customer and ~~retain highly qualified, experienced~~target audience information is of the upmost importance for organizations undertaking media planning activities. As marketing becomes increasingly data-centric, the ability to obtain rich insights about consumers’ media preferences is expected to represent a significant competitive advantage for the Company’s clients.

According to International Data Corporation (IDC), the big data technology and services market will grow at a compound annual growth rate (CAGR) of 23.1% over the 2014-2019 forecast period with annual spending reaching $48.6 billion in 2019. This is the market targeted by the Company.

The Company’s platform analyzes its proprietary Torrent Library of over 600 million media downloads and overlays it with select third party ~~associates. We believe our highly qualified, experienced~~demographic and behavioral datasets to determine the degree of likelihood a client’s target audience is to be interested in a specific TV show, musical artist, movie, video game and/or commercial software package. By blending Torrent data with third party ~~associates will provide us with a distinct competitive advantage. Therefore, one of our priorities is to attract~~datasets, the Company’s platform enables media pattern identification and ~~retain high-caliber real estate management professionals. We believe we will attract~~tracking and retain qualified professionals by providing challenging work assignments, competitive compensation and benefits, and continuing education and training opportunities, while offering flexible work schedules and more control over choosing client engagements.

- Build consultative relationships with clients. We will emphasize a relationship-oriented approach to business rather than a transaction-oriented or assignment-oriented approach. We believe the real estate professional services experience of our associates will enable us to understand the needs of our clients and to deliver an integrated, relationship-oriented approach to meeting their needs. We will regularly meet with our existing and prospectivefurthermore, enables clients to understand their business issues and help them define their project needs. Once a project is defined, we will identify third party associates with the appropriate skills and experience to meet the client’s needs. We believe that by establishing relationships with our clients to solve their needs, we are more likely to generate new opportunities to serve them.

- Provide methods, and practices that drive tangible results. Our technology recommendations will provide an integrated approach to identifying, acquiring, and retaining customers in order to help organizations maximize the value of customer interactions and improve corporate performance. The company’s computer systems will be designed to help organizations perform and coordinate their operations across multiple communication channels (i.e. Internet, telephone, fax, e-mail, and in person) while providingtest assumptions about who their customers ~~with a single, consistently high standard of service.~~

~~- Build Our objective is to build~~really are and the Realco brand as the premier provider of real estate sales services. Our primary means of building our brand is by consistently providing high quality, value-added services to our clients. In addition, we will have ongoing marketing efforts that will reinforce the Realco International brand.specific media those customers truly value.

1) A Software-as-a-Service (SaaS) application that is a personalized dashboard delivering fully automated, real-time insights and analysis. The application automatically updates information, visualizations and stated trends based on on-going worldwide Torrent activity.

2) A digital advertising platform that enables advertising to Torrent households, effectively providing a gateway for entertainment industry, lifestyle brand and other clients to promote products and messages to users of Torrent.

To facilitate easy adoption, the Company’s SaaS application does not require any download or installation from clients. Users are provided a login and are able to gain easy access from anywhere in the world.

The Company has invested resources into user design, and prioritized user-experience within the product. The result is an easy to use interface that reflects the psychology and preferences of its clients. The Company’s application incorporates cutting-edge charts and visualizations to enhance user experience, to meet the demands of companies in today’s marketplace. The result is a format that the Company believes will result in faster adoption and market penetration for its solution.

Working under a client-server architecture, usage and adoptability statistics are monitored and consequently viewable by the management of the Company’s clients, enabling them to effectively gauge ROI directly attributable to the Company’s solution.

~~An investment~~The client-server cloud-based architecture provides several key advantages for the security, scalability and redundancy of the infrastructure.

The Company’s application is a “thin client”, meaning all requests, proprietary data and algorithms reside on the server side. All communications between the Dashboard and servers are through an encrypted channel.

All of the Company’s web services are hosted on the Amazon EC2 cloud, which is a web service that provides resizable compute capacity in ~~our Common Stock~~the cloud. The Company’s current architecture allows it to further scale out (add more servers) and/or scale up (add more capacity to an existing server) within minutes, and its current architecture has been tested successfully under heavy stress tests. Additionally, the Company’s load balancers enable updates and maintenance without any downtime and all of its data is backed up and mirrored between two SQL servers (AnSQL server is a Microsoft product used to manage and store information. The aforementioned data stored inside an SQL server will be housed in a archived database).

The Company’s web services on Amazon EC2 have gone through a hardening process to enhance their security according to known practices, and all algorithms and data servers are isolated from the internet. Only requests originating from the Company’s Dashboard are delivered to its data servers, with all other connection requests ignored.

The Torrent protocol is a communications protocol that enables computers to share Media Files (e.g., TV shows, movies, music, video games and commercial software). Rather than making a single TCP connection (TCP enables two hosts to establish a connection and exchange streams of data), Torrent enables a single user to download Media Files over many small data requests over different IP connections from a multitude of distributing computers simultaneously, resulting in quicker and more reliable download speeds for the user. A Torrent Client utilized by an individual uses files with an extension of “.torrent” to coordinate Media File distribution by locating other computers in any geography of the world sharing part or the entirety of the contents of said Media File. To accomplish this series of actions, the Torrent Client running on the distributing/sharing individual’s computer breaks the Media File into a number of smaller but identically sized pieces. Pieces are typically downloaded non-sequentially by the Torrent Client on the downloading individual’s computer, and are rearranged into the correct order by the Torrent Client on the downloading individual’s computer (see below). Typical Media File sharing architecture utilizing Torrent Protocol (the Company’s technology is not depicted):

The Company’s Search Scraper scans websites and message forums to find .torrent files, extracts their web addresses, and subsequently downloads any ..torrent files found into a MySQL database (MySQL is an open source relational database management system. Information in a MySQL database is stored in the form of related tables). This process mimics the behavior a person would undertake to obtain .torrent files. The Company believes its proprietary search technology is capable of finding the vast majority of .torrent files in existence on the internet.

The Company incorporates a third party geo-location service provided by Digital Element to determine authenticity of IP Addresses as well as their physical geographic location to an accuracy of a few hundred yards. IP Addresses deemed to be virtual private networks (VPNs) or using an alternative masking service are flagged, giving the Company the ability to filter them out during later analysis steps, if deemed necessary. Information the Company is able to directly conclude about Torrent users as a result of their IP Address are: Country, Region/State, City, ZIP/Postal Code, Internet Connection Type & Speed, Mobile Carrier (if applicable), Latitude/Longitude (approximate), Internet Service Provider, Home/Business, and Company Name (if applicable).

The Company’s Torrent data meets anonymity standards necessary to be classified as non-personally identifiable information (Non-PII), and all contributors have taken an affirmative effort to participate in, or contribute to the respective Torrent Network or Networks containing media files of interest. As a result, the Company’s data collection methods meet or exceed the current accountability and data collection standards of domestic and international government and regulatory agencies.

The Company sees its large swath of international data as a significant competitive advantage compared to alternative data offerings. Its data is contributed to by individuals from the vast majority of countries in the world. As a result, the Company has the ability to offer clients information giving them a strategic advantage when entering new markets, such as understanding the cultural preferences of local populations, consequently better positioning products with locally preferred music artists, television or movie content.

The Company, and the Torrent data it collects possess three significant competitive advantages to other data sources.

The Company has also collected third party nonproprietary datasets from a multitude of data brokers. These datasets include: Consumer Lifestyles, Sports, Household Characteristics, Financial, Apparel Preferences, Charitable Causes, Political Leanings, Parenting, Hobbies, Food, Travel, Pets, Automotive, Income, Home Market Valuations, Net Worth, Credit Worthiness, Languages, Ethnicities, Gender, Education, Occupation, Children, Marital Status and Religion. All third party data is collected anonymously and aggregated by zip code. By aggregating in this method, the Company is able to overlay information from one or a combination of these datasets to build a profile of popular characteristics associated with Torrent populations.

The Company believes the following implementations, which further-enhance Torrent analysis, provide significant market opportunities for the Company, as well as unique value propositions not identically available from alternative data solutions. Implemented applications include:

Audience Analysis - Clients of the Company are able to select a single musical artist, television show, movie, ebook or video game, and discover generalized audience characteristics of the population of downloaders (e.g., the demographics of Jay-Z listeners). This analysis has many applications, and provides entertainers, content owners and studios an easier ability to understand the underlying audience characteristics of content they produce. This facilitates simpler and more efficient marketing efforts and better evaluation of potential merchandising opportunities.

Media Analysis – Conversely to the aforementioned Audience Analysis, clients of the Company are able to select a single or multitude of demographics and behaviors from its aggregated third party data, and the PeerLogix Dashboard will calculate highly ~~speculative, involves~~correlated Torrent downloads associated with those demographics and behaviors. This enables the determination of preferred media preferences of people exhibiting said characteristics (e.g., soccer fans who have a high degree of ~~risk~~credit worthiness prefer watching Breaking Bad and ~~should~~Game of Thrones). This analysis has many applications, including but not limited to determining ideal placement of advertising in respect to television programming, assisting agencies and others to direct advertising spend across campaigns and projects.

The Company plans to expand its product and service offerings by including additional products that cater to the marketing and advertising needs of its core client base. These offerings include:

The Company anticipates that after initial client validation, its solution will be ~~considered~~sold on a subscription basis, with estimated annualized revenues per client between $24,000 and $96,000. The Company intends to offer various pricing modules to accommodate Agencies, Entertainment Studios, Trading Desks, and others. As with most subscription based services, the Company intends to offer different subscription packages for ongoing support, such as an ongoing support license. Over time, the Company intends to apply optimization techniques to determine different pricing schemes. The Company has retained 6 clients to-date, and continues ongoing relationships with each. Revenues from each are invoiced on a per-project basis, and the Company is either engaged with, or is negotiating proposals with clients whom are now deemed recurring.

The Company will offer its clients both online and invoice billing. Online billing will enable easy payment from the client’s business checking account or check card. Invoice billing will require a traditional commercial document being issued by the Company to clients on a monthly basis, typically providing net 30 payment terms.

Public Relations.The Company intends to generate both international and local media coverage for its services, through a variety of channels, including media articles and interviews with management. To date, we have been approached by representatives of several international media companies expressing interest in covering the Company’s developments through earned media, such as news announcements and content creation. The Company’s proactive efforts will be supported by local public relations agencies. It will attempt to focus its efforts on media channels and publications that target advertising and marketing issues, as well as small cap financial industry publications.

Online Marketing.The Company intends to utilize online campaigns that are designed to direct additional potential customers to its services. Rigorous social media profiles on top platforms will assist in bolstering the Company’s value proposition to the market; top platforms include: Facebook, LinkedIn, Twitter, Wikipedia.

The Company believes in utilizing Earned Media to bolster its value proposition to both client and investor markets. Core areas of concentration will include: publishing company news and industry news via distribution channels, including 1^st party blogs and investor relations webpages; social media feeds, including: Facebook, LinkedIn and Twitter; weekly and quarterly newsletters intended to provide proprietary value to companies in the industry (e.g., ADP Quarterly Jobs Report vs PeerLogix Quarterly Media Report).

Thought Leadership.Management intends to develop periodic thought leadership pieces on advertising data and the current and future state of media trends. By participating in industry events and conferences, the Company plans to position itself as a source of imminent and forthcoming insight for emerging trends in media and consumer data sciences. The Company intends to originate much of this messaging from events, both hosted by and participated in by the Company, to then continue the topics and conversation through aforementioned social media channels. These “Community Building” efforts are intended to organically build interest in the Company both in its industry and in the financial markets.

Because the Company offers a software solution, its primary variables in respect to expenses are sales efforts, customer acquisition costs and customer churn.

The Company continually evaluates its customer acquisition costs with the intent of optimizing its marketing channels and marketing messages. The Company anticipates Investor and Public Relations costs to comprise a noteworthy percentage of its overall budget. Management intends to implement a broadly inclusive plan, with the intention of drawing a significant amount of attention to the Company’s value proposition for client industries, as well as the Company’s compelling investment thesis to the public markets. Furthermore, these efforts are intended to augment efforts undertaken by the Company’s presales partner, Corporate Rain International (see below), to prompt quicker market penetration of the PeerLogix Dashboard. Specific efforts will include, but are not limited to: public relations strategy, media relations, news announcements, content creation, thought leadership development and traditional and digital advertising. As the Company has experienced and continues to have insufficient working capital to effect its business plan, while it planned on allocating approximately $350,000 to customer acquisition, marketing, sales, public relations and investor relations efforts over an initial 12 month period, with further budgeting to be determined thereafter, to date the Company has allocated only approximately $120,000.

SaaS churn is the rate at which SaaS customers, such as those who become clients of the Company, cancel their recurring revenue subscription. It is a general indicator of customer dissatisfaction, cheaper and/or better offers from competitors, more successful sales and/or marketing by ~~those persons who~~competitors, or reasons having to do with the customer life cycle. 5-8% annual churn rates are generally experienced by SaaS companies offering analytics products, and management anticipates similar results with its own customer retention.

To ensure customer satisfaction, the Company’s customer support efforts include both proactive and responsive models.

The Company has developed an event-driven automatic system that notifies its support to errors faced by clients. Errors that could potentially be present in new releases of the Company’s platform are able to ~~afford~~be detected by its support staff immediately after a ~~loss of their entire investment. In evaluating our~~client experiences them.

The Company intends to offer online and telephone support for clients to support its products and services.

The Company has filed a patent application, including a secondary continuation-in-part (CIP) patent, on its proprietary Torrent tracking technology and business ~~prospective investors should carefully consider~~applications. The Company has patent pending status currently in the ~~following risk factors~~United States (US 13/847,418), Europe, Australia, Canada, Japan and Israel.

The Company has also filed a PCT (Patent Cooperation Treaty) application in China, India, Brazil and Mexico to preserve its ability to later file in these countries.

In addition to the ~~other~~Company’s patent portfolio, the Company’s proprietary database contains 18 months of Torrent media consumption that cannot be acquired or recreated by new market entrants, as Torrent data is ephemeral and is therefore lost if not captured. By possessing this historical information, ~~included in this Annual Report.~~the Company is afforded the unique ability to analyze historical trends that a potential future competitor would not be capable of upon entrance to the market.

The Company’s primary competitors are TruOptik, Muzit, Nielsen, Kantar (a subsidiary of WPP Group) and Rentrak. Secondary competitors include Google’s Trends products and Facebook’s suite of advertising tools. Most of these companies have significantly greater resources than the Company. Nielsen’s and Rentrak’s services are largely based on sampling methodologies with a small sample in each market used to measure television and movie viewing behaviors. These are the standards currently employed for the measurement of television and movie behavior for advertising purposes, referred to often times as the “sample currency.” Facebook’s and Google’s services are based on sampling of their users’ posts and search activity which is used to determine present and emerging curiosity of people who participate on their platforms. TruOptik and Muzit also employ a Torrent sampling methodology, each respectively stating they track Torrent users. TruOptik’s service is principally a Data Management Platform, built for advertisers, and Muzit focuses on providing services to music artists. It is unknown as to the extent or depth of either of their respective technology’s Torrent tracking and cataloguing capabilities.

The Company expects to enjoy a unique competitive position, derived from the scale, granularity and the transactional nature of its data. Its services and systems differ from a sampling service (e.g., Nielsen) in that the Company possesses a measurement system based on a massive amount of passively-collected viewing and listening activity. This results in far more granular, reliable and predictable determination of consumers’ actual preferences as compared to either a small, compensated sample approach (e.g., Nielsen) or search engine data which is merely an expression of interest and not listening or viewing intent.

Although the Company believes that it is currently able to compete effectively in the market, it may not be able to do so in the future or be capable of maintaining or further increasing its market share. A failure to compete successfully in its market could adversely affect its business and financial condition.

The Company currently has four employees located in the United States, and one independent contractor in New Zealand. The independent contractor and one of the Company’s domestic employees focus on research and development. None of the Company’s employees are represented by a labor union, and the Company considers its employee relations to be good. The Company also utilizes a number of consultants to assist with research and development and commercialization activities, generally on a monthly retainer basis.

The Company intends to hire additional personnel to focus on account management, development, marketing, customer support and technological support.

The Company is subject to the reporting requirements of the Securities Exchange Act of 1934 (“Exchange Act”). Reports filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act, including annual and quarterly reports, and other reports it files, can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Investors may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Investors can request copies of these documents upon payment of a duplicating fee by writing to the SEC. The reports we file with the SEC are also available on the SEC’s website (http://www.sec.gov).

If any of the following or other risks actually materialize, our business, financial condition, prospects and/or operations could suffer. In such event, the value of our securities could decline.

~~RISKS RELATED TO OUR BUSINESS DURING SLOW ECONOMIC ACTIVITY~~This Report contains forward-looking statements.

Information provided in this Report and in the Exhibits hereto may contain forward-looking statements, which reflect management’s current view with respect to future events and the Company’s performance. Such forward-looking statements may include projections with respect to market size and acceptance, revenues and earnings and marketing and sales strategies.

The Company operates in a highly competitive and highly regulated business environment. The Company’s business can be expected to be affected by government regulation, economic, political and social conditions, business’ response to new and existing products and services and services, technological developments and the ability to obtain and maintain patent and/or other intellectual property protection for its products and intellectual property. The Company’s actual results could differ materially from management’s expectations because of changes both within and outside of the Company’s control.

We have suffered from ~~operations makes~~a lack of working capital which, if not remedied, will have a material adverse effect on our ability to execute our business strategy.

The Company has suffered from a lack of working capital which has materially limited its ability to execute its business strategy, including the development and marketing of its products and services, the development of an effective sales and marketing force, and the ability to dedicate adequate resources to investor and public relations. Currently, the Company has no material operating funds. As a result, our financial resources will not be sufficient to satisfy our capital requirements for this period. As a result, we require additional financing in order to meet or execute our business strategy. We cannot predict whether this additional financing will be in the form of equity or debt, or be in another form. We may not be able to obtain the necessary additional capital on a timely basis or on acceptable terms, if at all. In any of these events, we will be unable to implement our current strategy or to repay our debt obligations as they become due. In the event that any future financing should take the form of equity securities, the holders of our common stock may experience additional dilution.

At March 11, 2016, there exists a lien covering the assets of the Company securing the repayment by the Company of a promissory note in the amount of $131,250. The promissory note is due on July 28, 2016 or earlier in the event that the gross proceeds of any Company offering equals or exceeds $300,000. The Company does not currently have the ability to repay this loan. The security interest granted to the lender could reduce the Company’s options to raise additional capital. In the event that the Company fails to repay this loan when due, the lender would have the option of commencing a foreclosure proceeding and potentially causing all of the Company’s assets to be sold to repay the loan. In the event that the Company is successful in raising additional capital, the loan repayment would reduce the amount of working capital available to the Company.

We are a company that has a limited operating history and it is difficult ~~for us~~ to ~~evaluate~~predict our future ~~business prospects~~growth and ~~make decisions based on those estimates of our future performance.~~operating results.

As of ~~December 31, 2014, we have generated minimal revenues. As a consequence,~~the date of this Report, the Company had limited capital and no operating history. Therefore, the Company is subject to the risks involved with any speculative early-stage enterprise. There is no assurance that the Company will be able to successfully structure, market and distribute its products or services. The Company may experience continuing net losses and negative cash flows from operations. The extent of continuing losses and negative cash flows from operations and the time required to reach profitability are highly uncertain. There is no assurance that the Company will be able to achieve profitability or that profitability, if achieved, can be sustained on an ongoing basis. Such risks for the Company include, but are not limited to:

The Company cannot assure you that it ~~is difficult, if not impossible, to forecast our future results based upon our historical data. Because of the related uncertainties, we may be hindered~~will succeed in our ability to anticipate and timely adapt to increases or decreases in sales, revenues or expenses. If we make poor budgetary decisions as a result of unreliable data, we may never become profitable or incur losses, which may result in a decline in our stock price. addressing these risks.

We have not generated any revenues to date and have a history of losses since inception

The Company has not generated material revenue to date and, through December 31, 2015, has incurred net losses of approximately $1.5 million since its formation. It can be expected that the Company will continue to incur significant operating expenses and continue to experience losses in the foreseeable future. As a result, the Company cannot predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achieved.

Our ~~auditor~~independent registered public accounting firm has ~~indicated in its report that there is~~expressed substantial doubt about our ability to continue as a going concern ~~as a result of our lack of revenues and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.~~.

~~Our auditor~~In its audit opinion issued in connection with our consolidated balance sheets as of December 31, 2015 and 2014 and our consolidated statements of operations, stockholder’s deficit and cash flows for the years ended December 31, 2015 and 2014, our independent registered public accounting firm has ~~indicated in its report that our lack of revenues raise~~expressed substantial doubt about our ability to continue as a going ~~concern.~~concern given our recurring net losses, negative cash flows from operations and working capital deficiency. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might ~~result from the outcome of this uncertainty. If~~

~~we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.~~

~~After we attempt to increase operations, we~~The Company will face ~~increasing~~substantial competition ~~from domestic and foreign companies.~~

The ~~real estate~~technology, information, data aggregation and measurement industries are very competitive, and are characterized by large, global businesses that utilize technological solutions as well as physical data aggregation and audience measurement systems to capture and obtain data and segregate such data into products and solutions for sale to various industries. The technology utilized by these businesses is rapidly evolving and the business is intensely competitive. The Company expects such competition to intensify in the future. Barriers to entry are minimal, allowing current and new competitors to launch new services at a relatively low cost. The Company currently or potentially competes with a variety of other companies. These competitors include major companies such as Neilsen, Comscore, Facebook, Google, Twitter and others. Competition may also arise from the local, national and global companies that may enter the industry such as advertising agencies, media companies and others which, if successful, could have a material adverse effect on the Company’s business, prospects, financial condition and results of operations.

The Company believes that the principal competitive factors in ~~throughout~~ the ~~world is fragmented. Our ability to compete against other domestic and international enterprises will be, to a significant extent, dependent on our ability to distinguish our services from those~~data aggregation industry are:

All of ~~our competitors by differentiating our marketing approach and identifying attractive real estate to market and sell. Some of our~~the Company’s competitors have ~~been in business longer than we have~~operating histories, significant customer bases, greater brand recognition and ~~are~~significantly greater financial, marketing and other resources. Competitors devote greater resources to marketing and promotional campaigns and devote substantially more ~~established. Our competitors may provide services comparable or superior~~resources to ~~those we provide or adapt more quickly than we do to evolving industry trends or changing market requirements.~~website and systems development. Increased competition may result in reduced ~~margins~~operating margins. The Company cannot assure potential investors that the Company will compete successfully against existing or future competitors.

The Company’s products will represent new and rapidly evolving technologies

The Company’s products depend on new, rapidly evolving technologies and on the marketability and profitability of these products. The Company’s ability to commercialize its products and services will depend upon its ability to develop new products and services to remain competitive; its ability to develop, adopt or have access to new technologies; its ability to successfully implement its marketing and promotion strategy; its ability to have access to Torrent data; its ability to retain and grow the customer base; its ability to provide adequate server, network and system capacity through the Amazon Cloud services or otherwise; the risk of unanticipated increased costs for network services; increased competition from providers of Internet and peer-to-peer services; its ability to maintain and grow market share in the industry; and the risks from changes in U.S. and international regulatory environments affecting Torrent data and data and information aggregation services. The occurrence of any of these risks could have a material adverse effect on the business, prospects, financial condition and results of operations of the Company. In addition, if the Company were unable, for technical, legal, financial or other reasons, to obtain Torrent data, the Company’s business, prospects, financial condition and results of operations would be materially adversely affected.

In order to maximize the potential growth in the Company’s market opportunities, the Company believes that it must expand rapidly and significantly. The impetus for expansion will place a significant strain on the Company’s management, operational and financial resources. In order to manage growth, the Company must implement and continually improve its operational and financial systems, expand operations, attract and retain superior management and train, manage and expand its employee base. The Company can give no assurance that it will effectively manage its operations, that its systems, procedures, or controls will adequately support its operations or that the Company’s management will successfully implement its business plan. If the Company cannot effectively manage its growth, the Company’s business, prospects, financial condition and results of operations could be materially adversely affected.

Given the early stage of the Company and the rapidly evolving nature of the markets in which the Company will be competing, the Company expects to experience significant fluctuations in the future operating results due to a variety of factors, many of which are outside of its control. Factors that may adversely affect the Company’s operating results include, without limitation, the following:

The success of the Company is highly dependent upon the capabilities of the management of the Company, as is the success of any business dependent upon the ability of those responsible for making the important business decisions. Although the Company will seek to hire and retain qualified software engineers, technical personnel and managers with business experience and abilities commensurate with the needs of the Company, there is no assurance that the Company will succeed despite its collective efforts.

The loss of ~~market share,~~the services of the principal members of the Company’s management could hinder the Company’s ability to fulfill its business plan and further develop and commercialize its products and services. The Company faces intense competition for such personnel from other companies. There is no assurance that the Company will be successful in hiring or retaining qualified personnel.

The Company’s performance will depend substantially on the continued services and performance of its senior management and other key personnel. The Company’s performance will also depend on its ability to retain and motivate its other qualified officers and key employees. The loss of the services of any of its executive officers or other key employees could have a material adverse effect on the Company’s business, prospects, financial condition and results of operation. The Company’s future success also depends on its ability to identify, attract, hire, train, retain and motivate other highly skilled technical, marketing, managerial and financial personnel. Competition for such personnel is intense, and the Company’s failure to attract and retain the necessary technical, marketing, managerial and financial personnel could have a material adverse effect on the Company’s business, prospects, financial condition and results of operations.

The Company’s success depends upon proprietary technology and the execution thereof. The Company will rely on a combination of patent, trademark, copyright and trade-secret laws, as well as confidentiality agreements and technical measures to protect its proprietary rights. Much of the Company’s proprietary information may not be patentable, and the Company does not currently possess any patents, although the Company does have a single patent pending currently. The Company cannot assure that it will develop proprietary products or processes that are patentable, and that if issued, that any patent will give a competitive advantage or that such patent will not be challenged by third parties, or that the patents of others will not have a material adverse effect on the Company’s ability to do business. The Company may apply to register certain trademarks in, or claim certain trademark rights in, the United States and/or foreign jurisdictions. The Company cannot assure that its means of protecting its proprietary rights will suffice or that the Company’s competitors will not independently develop competitive technology or duplicate services or design around patents or other intellectual property rights issued to the Company.

The Company may not be able to arrange for comprehensive insurance, including liability, fire, and extended coverage and where economically feasible, earthquake and flood insurance for its business, which is customarily obtained for similar businesses. The lack of comprehensive insurance could materially adversely affect the Company and the value of its securities in the event of an uninsured loss.

Management has attempted to determine the potential market for the Company’s products and services, which attempt is based on assumptions. All projections or predictions with respect to market size are for purposes of illustration only. The Company cannot predict the size of the market with any guarantee of accuracy. Accordingly, the size of the market anticipated by the Company may be materially greater or lesser than the actual market size.

The markets for the Company’s services are rapidly evolving and are characterized by an increasing number of market entrants who have introduced or developed competitive services and products. As is typical in the case of a new and rapidly evolving industry, demand and market acceptance for recently introduced products and services are subject to a high level of uncertainty and risk. If the market fails to develop, develops more slowly than expected or becomes saturated with competitors, or if the Company’s products and services do not achieve or sustain market acceptance, the Company’s business, prospects, financial condition and results of operations would be materially adversely effected.

To remain competitive, the Company will be required to continually enhance and improve the responsiveness, functionality and features of its technology. The Internet, mobile phone and social networking industries are characterized by rapid technological change, changes in user and customer requirements and preferences, frequent new product and service introductions embodying new technologies and the emergence of new industry standards and practices that could at any time render its then existing products and services, as well as proprietary technology and systems, obsolete. The Company’s future success will depend, in part, on its ability to develop leading software and technologies useful in its business, enhance its existing services, develop new services and technologies that address the increasingly sophisticated and varied needs of its prospective customers, and respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis. The development of other proprietary technology entails significant technical and business risks. There can be no assurance that the Company will successfully use new technologies effectively or adapt its software and technology (proprietary or otherwise) to customer requirements or emerging industry standards. If the Company were unable, for technical, legal, financial or other reasons, to adapt in a timely manner in response to changing market conditions or customer requirements, the Company’s business, prospects, financial condition and results of operations would be materially adversely affected.

Although the Company intends to obtain appropriate liability insurance in the future, it cannot guarantee that it will be able to obtain such insurance or that any such insurance will be sufficient to cover all possible liabilities. Liability claims, regardless of their ultimate outcome, could result in costly litigation and could have a material adverse effect on the Company’s business, prospects, financial condition and results of operations.

There is a substantial risk that we may be exposed to litigations in connection with claims arising out of our ~~profit margins~~failure to file registration statement(s).

In August 2015, we entered into registration rights agreements with all of our then shareholders, pursuant to which we committed to file a registration statement covering the resale of certain shares of common stock and shares of common stock underlying warrants issued in our offerings within 60 days from August 14, 2015, and shall use commercially reasonable efforts to cause the registration statement to become effective no later than 90 days after it is filed. However, as of the date of this filing, we ~~commence operations~~have not filed a registration statement. The registration rights agreements do not contain a penalty clause for the failure to file a registration statement within the period agreed upon. However, we do not exclude the possibility that our shareholders may bring litigations against us in connection with claims arising out of our failure to file a registration statement pursuant to the registration rights agreements and ~~generate revenues.~~seek remedies under the common law.

The Company utilizes and intends to continue to utilize the Amazon Cloud to host its overall technology platforms. If the Amazon Cloud business services were to be interrupted for any material period of time, breached by hackers, or otherwise be non-functioning or unavailable for use, this could have a material adverse effect on the Company’s business, prospects, financial condition and results of operations. Replication of the network infrastructure of the Amazon Cloud would be costly and time consuming, and the Company can give no assurance that such replication, in whole or in part, could be achieved in a short time frame or at all, which could have a material adverse effect on the Company’s business, prospects, financial condition and results of operations.

Our future potential products in our development pipeline are in the early stages and may never be commercially successful.

Our future potential products in our development pipeline are either at very early stages of product development or pre-definition and may never be developed or commercialized. The progress and results of any future products are uncertain, and may result in a failure to develop additional effective products. Even if we successfully complete one or more of our future potential products’ development, they may not be commercially successful due to, among other things, low market acceptance. Third parties may develop superior products or have proprietary rights that preclude us from marketing our products.

We only recently established limited sales and ~~reputation~~marketing capabilities, and we may be ~~affected by litigation or other liability claims.~~unable to effectively sell, market and distribute our products in the future, and the failure to do so would have an adverse effect on our business and results of operations.

We only recently established limited sales and marketing capabilities. If we are unable to develop an effective sales, marketing, customer relationship management and distribution capabilities or enter into agreements with third parties to perform these functions, we will not be able to successfully commercialize our services and products. We currently have only limited internal sales and marketing capabilities. In order to successfully commercialize any of our products, we must either further internally develop sales, marketing, and customer relationship management and distribution capabilities or make arrangements with third parties to perform these services.

If we do not ~~procured~~develop a ~~general liability insurance policy~~skilled marketing and sales force and supporting customer relationship management, we will be unable to successfully market any of our services and products directly. To promote any of our potential products through third parties, we will have to locate acceptable third parties for these functions and enter into agreements with them on acceptable terms, and we may not be able to do so.

We may be unable to obtain requisite data and other content to source our ~~business. To~~services and products.

Our products andservices rely on data collected from Torrent networks. Once received, the ~~extent that~~data must be reviewed, processed and integrated. If we ~~suffer a loss~~are unable to obtain quality Torrent data, for reasons such as, but not limited to: changing technology protocols, or changing behavior in respect to how consumers’ obtain media, we may not be able to meet the needs of ~~a type~~our clients, and we could lose clients, and therefore impact on our ability to grow our business, which would normally be covered by general liability, we would incur significant expenses in defending any action against us and in paying any claims that result from a settlement or judgment against us. Adverse publicity could result in a ~~loss of consumer confidence in our products.~~

~~Although we have not yet generated significant revenues, general economic conditions could reduce our revenues after we commence operations.~~

~~We have not yet generated significant revenues. General economic conditions in the world and particularly in Israel where we will market and sell real estate could have an impact~~material adverse effect on our ~~business and~~results of operations, financial results after we commence operations. The global economy in general remains uncertain. As a result, individuals and companies may delay or reduce expenditures. Weak economic conditions and/or softness in the consumer or business channels after we commence operations and generate revenues could result in lower demand for real estate, resulting in lower commissions, earningscondition and cash flows.

~~As we increase operations,~~The future success of our ~~earnings may be sensitive~~company is highly dependent on our ability to ~~fluctuations in market prices~~maintain and ~~demand~~grow our base of clients who subscribe to our services and products.

Our success depends on effective software solutions, marketing, sales and customer relations for our ~~products.~~services and products, as well as acceptance of future enhancements and new products andservices by our prospective clients. If we are unable to both retain clients and secure new clients, our results of operations, financial condition and cash flows will be adversely affected.

~~In addition, after~~Our services and products are highly dependent on employees who are skilled and experienced in information technologies.

If we ~~commence operations,~~are unable to attract, hire and retain high quality information technology personnel at a reasonable cost, we may not be able to meet the ~~demand for real estate could decline, whether because~~needs of ~~supply~~clients, enhance existing services, or for any other reason, including other real estate considered to be superior by end users. A decrease in the selling price received for real estate, or a decline in demand for real estate after we commence operationsdevelop new lines of business. This inability could have a material adverse effect on our ~~business,~~ results of operations, financial condition and ~~financial condition.~~

Because we do not own nor develop any of the real estate that we will sell, after we commence operations, we will be entirely dependent on our existing owners and developers of real estate, and our sales, cash ~~flows from operations and results of operations may be negatively affected if owners and developers of real estate would cease offering their real estate for sale.~~

We currently have a limited network of owners of real estate that we intend to sell to our customers. Further, we currently have no customers. We anticipate that initially we will develop relationships only with a small number of owners and developers of real estate. We do not anticipate that we will establish long-term agreements with such parties, which will us particularly vulnerable to factors beyond our control. Events such as a decrease in demand for real estate or increase in construction costs could adversely impact our business, thereby lowering revenues and decreasing profit margins. Such disruptions could also damage our distributor relationships and potential future customer loyalty to us if we are unable to market and offer for sale desirable real estate to them.

~~We face intense competition within our industry, and our inability to compete effectively for any reason could adversely affect our business.~~

Measurement services are receiving a high level of consumer group and government scrutiny relating to the privacy issues around the methodologies used in targeted advertising.

~~The real estate~~Although we are confident that our anonymous data aggregation methodologies are compliant with all current privacy laws, it is possible that privacy trends and market ~~is highly competitive, and as such our services will face strong competition. We will compete primarily on~~perceptions of the ~~basis~~transparency of service offering availability, customer service and price. Many of our competitors are, or are affiliated with, large diversified companies that have substantially greater marketing or financial resources than we have. These resources give our competitors greater operating flexibility that, in certain cases, may permit them to respond better or more quickly to changes in the industry or to introduce new services more quickly and with greater marketing support. Increased competitiondata could result in ~~lower profit margins, substantial pricing pressure, reduced market share~~additional government restrictions or limitations on the use of that data, which would adversely affect many of our products. We believe it is unlikely that we will be required to change or limit our products. Nonetheless, if additional government restrictions are imposed, such restrictions could slow our ability to realize a return on our investments in new data-driven products or result in additional costs not currently anticipated.

Our services are highly dependent on the effective and ~~lower operating cash flows. Price competition, together with other forms~~efficient use of ~~competition,~~technology and our overall information management infrastructure.

If we are unable to acquire, establish and maintain our information management systems to ensure accurate, reliable and timely data processed in an efficient and cost effective manner, we may not be able to meet the needs of clients, enhance existing services or develop new lines of business. This inability could have ~~a material~~an adverse effect on our business ~~financial position, results of operations~~ and ~~operating cash flows.~~long-term growth prospects.

We are dependent on our real estate marketing and sales business line which does not permit us to spread our business risk among different business segments and, thus, a disruption in the real estate market would harm us more immediately and directly than if we were adequately diversified.

~~We will operate mainly in the real estate sales industry and we do not expect this to change materially in the near future. Without business line diversity, we will not be able to spread the risk~~Interruption or failure of our ~~operations. Therefore, our business opportunities, revenue~~information technology and ~~income~~communications systems could be more immediately and directly affected by disruptions from such things as the demand for real estate and construction costs. If there is a disruption as described above, our revenue and income will be reduced, and our business operations may have to be scaled back.

~~We depend heavily on key personnel, and turnover of key senior management could harm our business.~~

Our future business and results of operations depend in significant part upon the continued contributions of our founder and Chief Executive Officer Steven Allen Friedman. If we lose his services or if he fails to perform in his current position, or if we are not able to attract and retain skilled employees as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key employees in managing the product acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future.

~~Our management has limited experience in managing the day to day operations of a public company and, as a result, we may incur additional expenses associated with the management of our company.~~

Our founder and Chief Executive Officer Steven Allen Friedman is responsible for the operations and reporting of our company. The requirements of operating as a small public company are new to our management. This may require us to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements. We anticipate that the costs associated with SEC requirements associated with going and staying public are estimated to be approximately $60,000 in connection with this registration statement and thereafter $75,000 annually. If we lack cash resources to cover these costs in the future, our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our potential results of operations, cash flow and financial condition after we commence operations.

Our Chief Executive Officer Steven Allen Friedman who is primarily responsible for managing our business is involved in potentially competing business ventures and will devote less than full time to our business which may impedehurt our ability to ~~implement~~effectively provide our ~~business plan.~~

~~Our founder~~products and ~~Chief Executive Officer Steven Allen Friedman is involved in potentially competing business ventures~~services, which could damage our reputation and ~~will devote less than full time to~~harm our business. We have no other officers or employees at this time. As a result, our management may not currently be able to devote the time necessary to our business to assure successful implementation of our business plan. Further, although he intends to terminate their involvement in potentially competing business ventures currently creating a conflict of interest if and when our securities become qualified for quotation on the OTC Bulletin Board, there is no guarantee that this will happen or that they will terminate these activities even if it does happen. We believe based upon assurances received from him that if it does not or they do not, that he will conduct business consistent with his

~~fiduciary duties to us minimizing to the maximum extent possible conflicting activities .~~

We expect that a significant amount of our business for the foreseeable future will focus on real estate located in Israel. The following risks could affect our business after we commence planned harmed and thus harm potential future revenues.

~~Level of government involvement in the economy;~~

~~Control of foreign exchange;~~

~~Methods of allocating resources;~~

~~Balance of payments position;~~

~~International trade restrictions; and~~

~~International conflict.~~

~~The value of our securities will be affected by the foreign exchange rate between multiple currencies~~operating results.

The ~~value~~availability of our ~~common stock will be affected by~~products and services depends on the foreign exchange rate between U.S. dollars and the Israeli Shekel and other currencies in which our sales may be denominated. To the extent we need to convert U.S. Dollars into Shekels for our operational needs and should Shekels appreciate against the U.S. Dollar that time, our financial position, the business of the Company, and the pricecontinuing operation of our ~~common stock may be harmed. Conversely, if we decide to convert our Shekels into U.S. dollars for the purpose of declaring dividends on our common stock or for other business purposes~~information technology and ~~the U.S. dollar appreciates against Shekels, the U.S. dollar equivalent~~communications systems. Some of our ~~earnings would be reduced.~~systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, a decision to close a facility we are using without adequate notice for financial reasons, or other unanticipated problems at our data centers could result in lengthy interruptions in our service. In addition, our products and services are highly technical and complex and may contain errors or vulnerabilities. Any errors or vulnerabilities in our products and services, or damage to or failure of our systems, could result in interruptions in our services, which could reduce our revenue and results of operations.

~~As a company with less than $1.0 billion in revenue during its last fiscal year, we qualify as an "emerging growth company" as defined in the JOBS Act. For as long as a company is deemed~~Risks Related to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. These provisions include:

~~a requirement to have only two years of audited financial statements and only two years of related Management's Discussion and Analysis included in an initial public offering registration statement;~~

~~an exemption to provide less than five years of selected financial data in an initial public registration statement;~~

~~an exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal controls over financial reporting;~~

~~an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;~~

an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; and

~~reduced disclosure about the emerging growth company's executive compensation arrangements.~~

An emerging growth company is also exempt from Section 404(b) of Sarbanes Oxley which requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control

structure and procedures for financial reporting. Similarly, as a Smaller Reporting Company we are exempt from Section 404(b) of the Sarbanes-Oxley Act and our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until such time as we cease being a Smaller Reporting Company.

~~As an emerging growth company, we are exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.~~

Section 107 of the JOBS Act provides that an emerging growth company can 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. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our ~~financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.~~

~~- the first fiscal year following the fifth anniversary of this offering,~~

~~- the first fiscal year after our annual gross revenues are $1 billion or more,~~

- the date on which we have, during the previous three-year period, issued more than $1 billion -- in non-convertible debt securities, or as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

~~You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.~~

As of effectiveness of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC which will be immediately available to the public for inspection and copying (see “Where You Can Find More Information” elsewhere in this prospectus). Except during the year that our registration statement becomes effective, these reporting obligations may (in our discretion) be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8A (which we have no current plans to file). If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC and your access to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective, we will be required to deliver periodic reports to security holders. However, we will not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act. Previously, a company with more than 500 shareholders of record and $10 million in assets had to register under the Exchange Act. However, the JOBS Act raises the minimum shareholder threshold from 500 to either 2,000 persons or 500 persons who are not "accredited investors" (or 2,000 persons in the case of banks and bank holding companies). The JOBS Act excludes securities received by employees pursuant to employee stock incentive plans for purposes of calculating the shareholder threshold. This means that access to information regarding our business and operations will be limited.Common Stock; Liquidity Risks

~~Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.~~

Our ~~common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future.~~

~~The holders of our shares of common stock~~securities are “Penny Stock" and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a "manual exemption." This manual exemption

permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

~~Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.~~

~~We will be~~ subject to ~~penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.~~specific rules governing their sale to investors.

The SEC has adopted ~~regulations~~Rule 15g-9 which ~~generally define so-called~~establishes the definition of a “penny ~~stocks”~~stock,” for the purposes relevant to ~~be an~~the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our common stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

exceptions. For any transaction involving a penny stock, unless exempt, the rules require ~~delivery,~~that a broker or dealer approve a person’s account for transactions in penny stocks; and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person; and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, of a disclosure schedule ~~prepared~~prescribed by the SEC relating to the penny stock ~~market.~~ market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination; and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for Company’s shareholders to sell shares of our common stock.

Disclosure is also ~~required~~has to be made about ~~sales~~the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, ~~and~~ current quotations for the ~~securities.~~securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements ~~are required~~have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny ~~stock.~~

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

~~Sales of our common stock under Rule 144 could reduce the price of our stock.~~

~~There are zero (0) shares of our common stock held by non-affiliates and 4,000,000 shares held by affiliates that Rule 144 of the Securities Act of 1933 defines as restricted securities.~~

2,000,000 newly issued shares are being registered in this offering, however all of the remaining shares will still be subject to the resale restrictions of Rule 144. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

~~Because we do not have an audit or compensation committee, shareholders will have to rely on the entire board of directors, none of which are independent, to perform these functions.~~

~~We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit~~

There is very limited recent trading activity in our common stock and there is no assurance that an active market will develop in the future.

There is only very limited trading activity in our common stock and essentially no liquidity for our securities. Further, although the common stock is currently quoted on the OTC Pink Market, maintained by OTC Markets, Inc., trading of our common stock may be extremely sporadic. For example, several days may pass before any shares may be traded. As a result, an investor may find it difficult or ~~compensation committee. These functions are performed by the board~~impossible to dispose of, ~~directors as a whole. No members~~or to obtain accurate quotations of the ~~board~~price of, ~~directors are independent directors. Thus,~~the common stock. There can be no assurance that an active market for our common stock will ever develop, or if one should develop, there is no assurance that it will be sustained. This severely limits the liquidity of the common stock and our ability to raise capital.

Because we became public by means of a ~~potential conflict~~Share Exchange, we may not be able to attract the attention of major brokerage firms.

Additional risks may exist since we became public through a “Share Exchange.” Securities analysts of major brokerage firms may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our Common Stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf in ~~that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.~~the future.

~~Our Chief Executive Officer~~Compliance with the reporting requirements of federal securities laws can be expensive.

The Company is a public reporting company in the United States, and ~~Director owns a significant percentage~~accordingly, subject to the information and reporting requirements of ~~our outstanding voting~~the Exchange Act and other federal securities ~~which could reduce~~laws, and the ~~ability~~compliance obligations of ~~minority shareholders~~the Sarbanes-Oxley Act. The costs of preparing and filing annual and quarterly reports and other information with the SEC and furnishing audited reports to ~~effect certain corporate actions~~.

~~Our Chief Executive Officer~~stockholders are substantial. In addition, the Company will incur substantial expenses in connection with the preparation of the Registration Statement and ~~Director Steven Allen Friedman owns all~~related documents with respect to the registration of ~~our outstanding voting securities. As a result, currently, and after~~resales of the offering, he will possess a significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions. Their ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.Common Stock owned by its shareholders.

~~There may not be funds available for net income because our Chief Executive Officer~~Applicable regulatory requirements, including those contained in and ~~Director maintains significant control and can determine his own salary and perquisites.~~

Our Chief Executive Officer and Director Steven Allen Friedman owns all of our outstanding voting securities. As a result, there may not be funds available for net income because he maintains significant control and can determine his own salary and perquisites.

~~Because our Chief Executive Officer and Director holds all of our shares of common stock, it may not be possible to have adequate internal controls.~~

~~Section 404 of~~issued under the Sarbanes-Oxley Act of 2002, ~~("Section 404") requires our~~may make it difficult for the Company to retain or attract qualified officers and directors, which could adversely affect the management of its business and its ability to ~~report on the operating effectiveness~~obtain or retain listing of its Common Stock.

The Company may be unable to attract and retain those qualified officers, directors and members of board committees required to provide for effective management because of the ~~Company's Internal Controls over financial reporting for~~rules and regulations that govern publicly held companies, including, but not limited to, certifications by principal executive officers. The enactment of the ~~year ending December 31 following~~Sarbanes-Oxley Act has resulted in the ~~year in which this registration statement is declared effective. We must establish an ongoing program to perform~~issuance of a series of related rules and regulations and the ~~system~~strengthening of existing rules and ~~process evaluation~~regulations by the SEC, as well as the adoption of new and ~~testing necessary to comply~~more stringent rules by the stock exchanges. The perceived increased personal risk associated with these ~~requirements. However, because our Chief Executive Officer~~changes may deter qualified individuals from accepting roles as directors and ~~Director Steven Allen Friedman owns all~~executive officers.

Further, some of these changes heighten the requirements for board or committee membership, particularly with respect to an individual’s independence from the corporation and level of experience in finance and accounting matters. The Company may have difficulty attracting and retaining directors with the requisite qualifications. If the Company is unable to attract and retain qualified officers and directors, the management of its business and its ability to obtain or retain listing of our ~~outstanding voting securities,~~shares of Common Stock on any stock exchange (assuming the Company elects to seek and ~~will continue to own the majority of our voting securities after the offering, it may not~~are successful in obtaining such listing) could be ~~possible to have adequate internal controls. We cannot predict what affect this will have on our stock price.~~adversely affected.

WeThe Company may inhave undisclosed liabilities and any such liabilities could harm the ~~future, issue additional shares~~Company’s revenues, business, prospects, financial condition and results of ~~common stock, which would reduce investors’ percent of ownership and may dilute our share value.~~operations.

~~Our Articles of Incorporation, as amended, authorize~~Even though we represented in the ~~issuance of 25,000,000 shares of common stock. As~~Share Exchange Agreement that we had no liabilities at the closing of the ~~date~~Share Exchange, there can be no assurance that there are no unknown liabilities. Any such liabilities that survive the Share Exchange could harm the Company’s revenues, business, prospects, financial condition and results of this prospectus the Company had 5,000,000 shares of common stock outstanding. Accordingly, we may issue up to an additional 21,000,000 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

~~We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.~~

We may offer to sell our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may electot relayoperations upon the ~~operative facts as the basis~~Company’s acceptance of responsibility for such ~~exemption, including information provided by investor themselves.~~

If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar

If the Company fails to maintain an effective system of internal controls, it may not be able to accurately report its financial results or detect fraud. Consequently, investors could lose confidence in the Company’s financial reporting and this may decrease the trading price of its stock.

~~situation prevails under state law in those states where the securities~~Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission,able to manage our business as effectively as we would ~~face severe financial demands that could adversely affect~~if an effective control environment existed, and our business and ~~operations.~~reputation with investors may be harmed.

We currently have insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. Additionally, ifthere is a lack of formal process and timeline for closing the books and records at the end of each reporting period. Such a documented weakness could restrict our ability to timely gather, analyze and report information relative to our financial statements.

Because of our limited resources, there are limited controls over our information processing. There is inadequate segregation of duties consistent with control objectives. Our management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation we ~~did not~~would need to hire additional staff. Currently, we are unable to afford to hire additional staff to facilitate greater segregation of duties but will reassess our capabilities in ~~fact qualify for~~ the ~~exemptions upon~~following year.

Management believes that the material weaknesses set forth above are the result of the lack of scale of our operations and are intrinsic to our small size. Nonetheless, our small size and our current internal control deficiencies may have a material adverse effect on our ability to accurately and timely report our financial information which, ~~it has relied, we~~in turn, may ~~become subject~~have a material adverse effect on our financial condition.

As a result of our small size and our current internal control deficiencies, our financial condition, results of operation and access to ~~significant fines and penalties imposed by the SEC and state securities agencies.~~capital may be materially adversely affected.

~~Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover~~The price of the ~~Company.~~

~~Though not now, we may be or in the future we~~Common Stock may become ~~subject~~volatile, which could lead to ~~Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record~~losses by investors and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.costly securities litigation.

The ~~effect~~trading price of the ~~control share law~~Common Stock is ~~that the acquiring person,~~likely to be highly volatile and ~~those acting~~could fluctuate in ~~association with it, obtains only~~response to factors such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.as:

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares.

~~Nevada’s control share law may have the effect of discouraging takeovers of the corporation.~~

In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquiror to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

The ~~effect~~stock market is subject to significant price and volume fluctuations. In the past, following periods of ~~Nevada’s~~volatility in the market price of a company’s securities, securities class action litigation has often been initiated against such a company. Litigation initiated against the Company, whether or not successful, could result in substantial costs and diversion of its management’s attention and resources, which could harm the Company’s business ~~combination law is to potentially discourage parties interested in taking control of Realco from doing so if it cannot obtain the approval of our board of directors.~~

~~There is no current established trading market for our securities~~ and ~~if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.~~

There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. While we intend to seek a quotation on the OTC Bulletin Board, there can be no assurance that any such trading market will develop, and purchasers of the shares may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so.

Investors may experience dilution of their ownership interests because of the future issuance of additional shares of the common stock.

In the future, the Company will likely issue additional authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of its present stockholders. The Company may also issue additional shares of its common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees, future acquisitions, future sales of its securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of common stock may create downward pressure on the trading price of the common stock. It should be expected that the Company will be required to issue additional shares, warrants or other convertible securities in the future in conjunction with capital raising efforts, including issuances at a price (or exercise prices) below the price at which shares of the common stock is currently traded on the OTC Markets.

The Company’s officers and directors beneficially own approximately 58.20% of our outstanding shares of Common Stock. Such concentrated control of the Company may adversely affect the price of its Common Stock. Investors who acquire Common Stock may have no effective voice in the management of the Company. Sales by insiders or affiliates of the Company, along with any other market transactions, could affect the market price of the Common Stock.

There are a significant number of shares of common stock eligible for sale, which could depress the market price of such shares.

There are 19,345,404 shares of restricted common stock held by existing shareholders. A significant number of such shares will become available for sale in the public market at various times during 2016 (subject to certain regulatory rules and restrictions). In addition, we ~~do not intend~~have an obligation to ~~pay any cash dividends~~register a significant number of shares for resale from our prior offerings. (Please refer to Financing Transactions under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information.) The availability of such a large number of shares of common stock for sale in the public market could harm the market price of our stock.

IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS ANNUAL REPORT ON FORM 10-K, YOU SHOULD KEEP IN MIND THAT THERE MAY BE OTHER POSSIBLE RISKS THAT COULD BE IMPORTANT.

Our executive offices are located in leased premises, under a month-to-month agreement, at 119 West 24^th Street, 4^th Floor, New York, NY 10011 and our phone number is646-825-8549.

From time to time we may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions, administrative actions, investigations or claims are pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our ~~common stock, our stockholders will not be able to receive a return on their shares unless they sell them.~~business and financial condition.

We ~~intend to retain any future earnings to finance~~anticipate that we will expend significant financial and managerial resources in the ~~development and expansion~~defense of our ~~business. We do not anticipate paying any cash dividends on our common stock~~intellectual property rights in the ~~foreseeable future. Unless~~future if we ~~pay dividends,~~believe that our ~~stockholders~~rights have been violated. We also anticipate that we will ~~not be able~~expend significant financial and managerial resources to ~~receive a return on their shares unless they sell them. There is no assurance~~defend against claims that ~~stockholders will be able to sell shares when desired.~~our products and services infringe upon the intellectual property rights of third parties.

Our corporate offices are located at 17 Meromei Hasodeh ,Kiryat Sefer,Modiin Illit,Israel Our telephone number is 1(844) Realco-1. These offices are provided free of charge by Steven Allen Friedman, an officer and director.

~~The Company did not submit any matters to a vote of its security holders during the fiscal years covered by this report.~~

~~ITEM~~Item 5. ~~MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL~~

~~BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock ofwas traded on the ~~Company~~OTCQB marketplace under the symbol RLQT from June 10, 2015 through September 22, 2015. Our common stock was traded on the OTCQB marketplace under the symbol “LOGX” from September 23, 2015 through February 13, 2016. Currently, our common stock is ~~quoted~~traded on the OTC ~~Bulletin Board.~~Pink marketplace under the symbol “LOGX”. The following table sets forth the range of high and low bid prices ~~during~~for our common stock for each ~~quarter for~~of the ~~period ended December 31, 2014. The over-the- counter market~~periods indicated as reported by such marketplaces. These quotations ~~may~~ reflect inter-dealer prices, without retail ~~market-up, markdown~~mark-up, mark-down or commission and may not represent actual transactions. On April 12, 2016, the closing price of our common stock as reported on the OTC Pink marketplace was $0.11 per share.

***Our common stock did not trade between approximately July 15, 2013 and June 9, 2015.

We consider our common stock to be thinly traded and, accordingly, reported sales prices or quotations may not be a true market-based valuation of our common stock.

As of April 14, 2016, 23,345,035 shares of Common Stock were issued and outstanding, which were held by approximately 57 holders of record. We also believe there are more owners of our common stock whose shares are held by nominees or in street name.

We have not paid any dividends and we do not anticipate paying any cash dividends in the foreseeable future and we intend to retain all of our earnings, if any, to finance our growth and operations and to fund the expansion of our business. Payment of any dividends will be made in the discretion of our Board of Directors, after our taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion.

The Board of Directors and stockholders of the Company have adopted the 2015 Equity Incentive Plan, which reserves a total of 3,000,000 shares of Common Stock for issuance under the 2015 Plan. If an incentive award granted under the 2015 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2015 Plan.

Shares issued under the 2015 Plan through the settlement, assumption or substitution of outstanding awards or obligations to grant future awards as a condition of acquiring another entity are not expected to reduce the maximum number of shares available under the 2015 Plan. In addition, the number of shares of common stock subject to the 2015 Plan, any number of shares subject to any numerical limit in the 2015 Plan, and the number of shares and terms of any incentive award are expected to be adjusted in the event of any change in our outstanding common stock by reason of any stock dividend, spin-off, split-up, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares or similar transaction.

It is expected that the Board will administer the 2015 Plan. Subject to the terms of the 2015 Plan, the Board would have complete authority and discretion to determine the terms of awards under the 2015 Plan.

The 2015 Plan is expected to authorize the grant to 2015 Plan participants of nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants intended to comply with Section 162(m) of the Internal Revenue Code (as amended, the “Code”) and stock appreciation rights, as described below:

The Board is expected to have the power to amend, suspend or terminate the 2015 Plan without stockholder approval or ratification at any time or from time to time. No change may be made that increases the total number of shares of Common Stock reserved for issuance pursuant to incentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such change is authorized by our stockholders within one year. Unless sooner terminated, the 2015 Plan would terminate ten years after it is adopted.

The table below sets forth information as of December 31, 2015 with respect to compensation plans under which our common stock or options are authorized for issuance.

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

The following management’s discussion and analysis should be read in conjunction with our historical financial statements and the related notes. The management’s discussion and analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Report. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report.

As the result of the transactions of which Peerlogix Technologies, Inc. became a wholly-owned subsidiary of the Company and the change in business and operations of the Company from a shell company to a technology company, a discussion of our financial results prior to the Share Exchange is not pertinent, and the financial results of PeerLogix Technologies, Inc., the accounting acquirer, are considered the financial results of the Company on a historical and going-forward basis.

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which we have prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate such estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The following table sets forth the summary income statement for the years ended December 31, 2015 and 2014:

Revenues: From inception through December 31, 2015 the Company has generated minimal revenues.

Operating Expenses: Operating expenses consist primarily of compensation and related costs for personnel and facilities, and include costs related to our facilities, finance, human resources, information technology and fees for professional services. Professional services are principally comprised of outside legal, audit, information technology consulting, marketing, investor relations and outsourcing services.

Operating expenses increased by 452% during the year ended December 31, 2015, as compared to the year ended December 31, 2014. The overall $1,226,545 increase in operating expenses is primarily attributable to the following approximate net increases (decreases) in operating expenses:

Other income (expenses), net: Other income (expense), net consists primarily of interest expense primarily related to the Company’s convertible promissory notes and notes payable.

Other income (expense), net - increased by $21,330 to $(24,893) during the year ended December 31, 2015 as compared to $(3,563) during the year ended December 31, 2014.

The following table summarizes total current assets, liabilities and working capital at December 31, 2015 compared to December 31, 2014:

As of December 31, 2015, we had working capital deficit of $276,457 as compared to a working capital deficit of $190,194 as of December 31, 2014, an increase of $86,263. During the year ended December 31, 2015 we received net proceeds of $1,248,512 from the issuance of common stock and warrants and converted $91,162 of convertible debt and accrued interest. The Company used the proceeds to pay down debt and fund operations during the year. The decrease in our working capital is primarily attributable to our historic negative cash flow from operations resulting in our growing accounts payable and accrued liabilities.

We have incurred net operating losses and operating cash flow deficits since inception, continuing through the first quarter of 2016. We have been funded primarily by a combination of equity issuances and debt, to execute on our business plan and for working capital.Our principal source of liquidity is our cash.At December 31, 2015, we had cash totaling approximately $1,300. We believe our existing available cash is insufficient to enable the Company to meet the working capital requirements for the near future. Consequently, we will be required to raise additional capital to complete the development and commercialization of our current product. However, there can be no assurance that we will be able to raise additional capital on terms acceptable to us, or at all. In order to boost sales, we continue to explore potential expansion opportunities in the industry through mergers and acquisitions, enhancement of our existing products, development of new products and expansion into other international markets. We will incur increased costs as a result of being a public company, which could affect our profitability and operating results.

We are obligated to file annual, quarterly and current reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities of ours more time-consuming and costly. We expect to spend between $200,000 and $250,000 in legal and accounting expenses annually to comply with our reporting obligations and Sarbanes-Oxley. These costs could affect profitability and our results of operations.

Management has determined that additional capital will be required in the form of equity or debt securities. In addition, if we cannot raise additional short term capital we will be forced to continue to further accrue liabilities due to our limited cash reserves. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If adequate funds are not available to us when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.

As reflected in the consolidated financial statements, the Company had an accumulated deficit at December 31, 2015, a net loss and net cash used in operating activities for the year then ended and has generated only minimal revenues since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue its operations is dependent on management’s plans, which include the raising of capital through debt and/or equity markets, with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. There can be no assurance that the Company will be able to raise any additional capital.

The Company may also require additional funding to finance the growth of our anticipated future operations as well as to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. In that event, the Company would be required to change its growth strategy and seek funding on that basis, if at all.

The Company’s plan regarding these matters is to raise additional debt and/or equity financing to allow the Company the ability to cover its current cash flow requirements and meet its obligations as they become due. There can be no assurances that financing will be available or if available, that such financing will be available under favorable terms. In the event that the Company is unable to generate adequate revenues to cover expenses and cannot obtain additional financing in the near future, the Company may seek protection under bankruptcy laws. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

On August 14, 2015 (the “Closing Date”), we and the shareholders of PeerLogix Delaware entered into a Share Exchange Agreement.

Pursuant to the Share Exchange Agreement, on the Closing Date, all of the shareholders of PeerLogix Delaware exchanged all of their shares of common stock of PeerLogix Delaware for newly issued shares of our common stock (the “Share Exchange”). Pursuant to the Share Exchange, PeerLogix Delaware became our wholly-owned subsidiary, which we continue to utilize for our business operations.

Simultaneously with the Share Exchange, on the Closing Date all of the issued and outstanding options and warrants to purchase shares of PeerLogix Delaware’s common stock were exchanged, respectively, into options (the “New Options”) and warrants (the “New Warrants”) to purchase shares of our common stock. The number of shares of our common stock issuable under, and the price per share upon exercise of, the New Options and the New Warrants were the same as those of the original options and warrants of PeerLogix Delaware, as a result of a 1 for 1 exchange ratio of securities pursuant to the Share Exchange, which is described in the Share Exchange Agreement. The New Options will be administered under the Company’s 2015 Equity Incentive Plan, which the Company assumed and adopted on the Closing Date in connection with the Share Exchange.

A copy of the Share Exchange Agreement was ~~obtained~~attached as Exhibit 2.1 to a Current Report on Form 8-K filed with the SEC on August 17, 2015 and is incorporated herein by reference.

During February and March 2015 (“Offering 1”), the Company sold $500,000 of units to investors. Each unit was sold at a price of $0.50 per unit and consisted of one (1) share of common stock, par value $0.001 per share, and one (1) warrant entitling the holder to purchase one share of common stock for a five-year period at an exercise price of $0.60 per share. An aggregate of 1,000,000 shares and 1,000,000 warrants were issued to such investors. The placement agent received as compensation for its services $50,000 (10% commission) and warrants to purchase 50,000 units at a price of $0.01 per unit, with each unit consisting of one share of common stock and one warrant to purchase a share of common stock at a price of $0.60 per share. The value of the warrants was a direct cost of the private placement and has been recorded as an increase and decrease to additional paid in capital. In addition, the Company incurred legal and other miscellaneous costs in the amount of $14,263 related to the transaction, which were offset against equity.

During August and September 2015 (“Offering 2”), the Company sold 1,683,333 units at a price of $0.60 per unit. Each unit consists of one share of Common Stock and a warrant to purchase one share of Common Stock. The warrants (the “Investor Warrants”) are exercisable for a period of five years at a purchase price of $0.72 per share of Common Stock. The investors in the closing collectively purchased 1,683,333 Units for total cash consideration of $1,010,000. The placement agent received as compensation for its services $101,000 (10% commission) and warrants to purchase 168,333 units at a price of $0.60 per unit, with each unit consisting of one share of common stock and one warrant to purchase a share of common stock at a price of $0.60 per share. The placement agent warrants are exercisable for a period of five years. The value of the warrants was a direct cost of the private placement and has been recorded as an increase and decrease to additional paid in capital. The placement agent also received payment of a 3% non-accountable expense allowance in the amount of $30,300. In addition the Company incurred legal and other miscellaneous costs in the amount of approximately $66,000 related to the transaction, which were offset against equity.

All of the securities issued in connection with Offering 1, Offering 2 and the Share Exchange (collectively the “Transactions”) are “restricted securities,” and as such are subject to all applicable restrictions specified by federal and state securities laws. In connection with Offering 1, Offering 2 and the Share Exchange, the Company entered into registration rights agreements with all of its shareholders. Under the terms of the registration rights agreements, the Company has committed to file a registration statement covering the resale of (i) all shares of common stock outstanding as of August 14, 2015, the closing date of the Share Exchange; (ii) all of the shares of common stock underlying the Investor Warrants in Offering 2 and the warrants that were included in the Offering 1 units; (iii) all of the shares issuable upon exercise of the placement agent warrants (and the shares underlying the warrants issuable upon exercise of such placement agent warrants) issued in Offering 1 and Offering 2 within 60 days from ~~Allstock.com (BigCharts)~~August 14, 2015 (the “Filing Deadline”), and ~~from Standard & Poors Comstock.~~shall use commercially reasonable efforts to cause the registration statement to become effective no later than 90 days after it is filed (the “Effective Deadline”).

The Company has agreed to use reasonable efforts to maintain the effectiveness of the registration statement through the one year anniversary of the date the registration statement is declared effective by the SEC, or until Rule 144 of the Securities Act is available to investors in the Offerings with respect to all of their shares, whichever is earlier.

The holders of any registrable securities removed from the Registration Statement a result of a Rule 415 or other comment from the SEC shall have “piggyback” registration rights for the shares of Common Stock or Common Stock underlying such warrants with respect to any registration statement filed by the Company following the effectiveness of the registration statement which would permit the inclusion of these shares. As of the date of the filing of this report the registration statement has not been filed. The registration rights agreements do not contain a penalty clause for the failure to file a registration statement within the period agreed upon. However, we do not exclude the possibility that our shareholders may bring litigations against us in connection with claims arising out of our failure to file a registration statement pursuant to the registration rights agreements and seek remedies under the common law.

On January 28, 2016, the Company entered into a Securities Purchase Agreement (“SPA”), Promissory Note (the “January Note”) and Registration Rights Agreement (“RRA”) (collectively, the “Transaction Documents”) with Pinewood Trading Fund, L.P. (“Pinewood”). Pursuant to the SPA, the Company sold 100,000 shares (the “Shares”) of its common stock (the “Common Stock”), in exchange for Pinewood lending $105,000 (“Funding Amount”) to the Company pursuant to the Note with a principal amount of $131,250 (“Principal Amount”). The January Note is due on July 28, 2016 or earlier in the event that the gross proceeds of any Company offering equals or exceeds $300,000.The January Note is secured by all assets of the Company.

Under the terms of the RRA with Pinewood, the Company committed to file a registration statement on or prior to March 31, 2016 or any additional registration statements which may be required pursuant to the terms of the RRA on or prior to the earliest practical date (“Filing Date”), covering, among other things, the resale of all or such portion (as permitted by SEC Guidance and Rule 415) of all of the Shares and any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Shares (the “Registrable Securities”) on such Filing Date that are not then registered on an effective registration statement. The Company has agreed to use its commercially reasonable best efforts to cause the registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof, and use its commercially reasonable best efforts to keep such registration statement continuously effective under the Securities Act until all Registrable Securities covered by such registration statement have been sold, or may be sold without volume restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and Pinewood (the “Effectiveness Period”).

If the Company fails to file the registration statement on or prior to the Filing Date, or fails to maintain the effectiveness of the registration statement pursuant to the terms of the RRA, the Company may be subject to partial cash liquidated damages, and not as a penalty, equal to $2,500 per month (not to exceed an aggregate of $20,000), pro-rated for periods of less than 30 days. If the Company fails to pay any partial liquidated damages in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to Pinewood, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. As of the date of the filing of this report, the registration statement has not been filed.

On April 8, 2016 (the “Initial Closing Date”), we entered into a Securities Purchase Agreement (the “Agreement”) with Attia Investments, LLC, a related party (the “Investor”). A shareholder of the Company who owns in-excess of 5% of the Company’s common stock is the managing member of Attia Investments, LLC. Under the Agreement, the Investor agreed to purchase senior secured convertible debentures in the aggregate principal amount of up to $125,000 (together the “Debentures” and each individual issuance a “Debenture”), bearing interest at a rate of 0% per annum, with maturity on October 8, 2016, extended to April 8, 2017 at the discretion of the Investor. The principal amount of the Debentures shall equal the amount funded by the Investor together with an original issue discount of 20%. The Debentures are secured by all assets of the Company.

On the Initial Closing Date, we issued and sold to the Investor, and the Investor purchased from us, a first Debenture in the principal amount of $68,750 for a purchase price of $55,000. $13,750 was recorded as an original issue discount and will be accreted over the life of the note to interest expense.

The principal amount of the Debentures can be converted at the option of the Investor into shares of our common stock at a conversion price per share of the lower of (i) $0.05 or (ii) the price per share in an offering of securities prior to the maturity date. In order to induce Investors to invest in the Debentures, the Investors will be issued two shares of Company common stock for each $1.00 invested.

The Agreement provides that, the shares of Company common stock and stock options held by William Gorfein, CEO and Joshua Partridge, COO (the “Founders Shares”), together with medallion guaranteed stock powers relating thereto, shall be placed into an escrow account established by the Investor and shall be held pending a determination by the Board of Directors, in consultation with the Investor, of the status of the operations of the Company. Within 45 days following the Initial Closing Date the Company shall deliver to the escrow agent a written notice which shall state that the board of directors of the Company, in consultation and agreement with the Investor, have made one of the following determinations:

The Company can give no assurance that such funding will be available on terms and conditions acceptable to both the Company and the Investor, or at all.

Our primary uses of cash from operating activities include payments to consultants for research and development, compensation and related costs, legal and professional fees, computer and internet expenses and other general corporate expenditures.

Cash used in operating activities consist of net loss adjusted for certain non-cash items, primarily equity-based compensation expense during 2015 and 2014, as well as the effect of changes in working capital and other activities.

The adjustments for the non-cash items increased from the year ended December 31, 2014 to the year ended December 31, 2015 due primarily to an increase in equity-based compensation. In addition, the net increase in cash from changes in working capital activities from the year ended December 31, 2014 to the year ended December 31, 2015 primarily consisted of an increase in accounts payable and accrued expenses primarily due to an increase in accrued payroll and payroll related expenses, accrued legal fees related to merger activities, accrued accounting and auditing fees and accrued consulting fees related to research and development expenses, business development, financial advisory services and investor relations. These increases in cash from changes in working capital activities are offset by an increase in prepaid insurance expense.

Cash provided by financing activities consists primarily of net proceeds from issuance or repayments of notes payable, convertible promissory notes, related party loans and proceeds from the issuance of common stock and warrants of the Company.

Cash provided by financing activities increased from the year ended December 31, 2014 to the year ended December 31, 2015, primarily driven by an increase in proceeds from the issuance of common stock and warrants offset by the repayment of notes payable and related party loans.

See Note 3 to the consolidated financial statements included elsewhere in this Filing.

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“U.S. GAAP”). U.S. GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to U.S. GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 3 of our consolidated financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

We believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates. The Company’s significant estimates and assumptions include the fair value of the Company’s equity instruments, convertible debt, stock-based compensation, and the valuation allowance relating to the Company’s deferred tax assets.

The Company accounts for the issuance of common stock purchase warrants issued in connection with debt and equity offerings in accordance with the provisions of ASC 815, Derivative Instruments and Hedging Activities (“ASC 815”). The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

The Company assessed the classification of its common stock purchase warrants as of the date of each equity offering and determined that such instruments met the criteria for equity classification, as the settlement terms indicate that the instruments are indexed to the entity’s underlying stock.

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Our consolidated financial statements and corresponding notes thereto called for by this item appear at the end of this document commencing on page F-1.

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

On August 14, 2015, we engaged Marcum LLP as our independent registered public accounting firm, and effective August 14, 2015, we dismissed Scrudato & Co., PA (“Scrudato”), as our independent registered public accounting firm. The decision to dismiss Scrudato and to appoint Marcum LLP was approved by our board of directors.

Scrudato’s report on our financial statements for either of the two most recent fiscal years ended December 31, 2014 and 2013 did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles, except that such report on our financial statements contained an explanatory paragraph in respect to the substantial doubt about our ability to continue as a going concern.

During our two most recent fiscal years ended December 31, 2014 and 2013 and in the subsequent interim period through the date of dismissal, there were no disagreements, resolved or not, with Scrudato on any matter of accounting principles or practices, financial statement disclosure, or audit scope and procedures, which disagreement(s), if not resolved to the satisfaction of Scrudato, would have caused Scrudato to make reference to the subject matter of the disagreement(s) in connection with its report. During our two most recent fiscal years ended December 31, 2014 and 2013 and in the subsequent interim period through the date of dismissal, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

We provided Scrudato with a copy of the disclosure in this Item 9 of this Report prior to its filing with the SEC, and requested that it furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made in this Item 9, and if not, stating the respects with which it does not agree. A copy of the letter provided from Scrudato is filed as Exhibit 16.1 to this Report.

During our two most recent fiscal years ended December 31, 2014 and 2013 and in the subsequent interim period through the date of appointment, we have not consulted with Marcum LLP regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor has Marcum LLP provided to us a written report or oral advice that Marcum LLP concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue. In addition, during such periods, we have not consulted with Marcum LLP regarding any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective to ensure that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared.

This Company’s management is responsible for establishing and maintaining internal controls over financial reporting and disclosure controls. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive officer and principal financial officer, or persons performing similar functions, 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:

14Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is appropriately recorded, processed, summarized and reported within the specified time periods.

Management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2015, based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 (“COSO”).

Based on this assessment, management concluded that as of the period covered by this Annual Report on Form 10-K, it had material weaknesses in its internal control procedures.

As of period covered by this Annual Report on Form 10-K, we have concluded that our internal control over financial reporting was ineffective. The Company’s assessment identified certain material weaknesses which are set forth below:

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

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

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

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

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

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As of December 31, ~~2014, there~~2015, our executive officers and directors were ~~approximately 23 shareholders~~as follows:

Mr. Gorfein’s leadership has spanned multiple organizations as he has provided services to companies and clients while functioning in both information technology and financially based roles. Most recently before cofounding PeerLogix, he was the lead solutions engineer for BreezeIT, a subsidiary of Core 3 Technologies in Orange County, CA. While in this capacity, Mr. Gorfein was responsible for overseeing the budget and managing the technical and implementation requirements for the ~~Company's~~majority of datacenter equipment and architectures sold to customers from the small business to the enterprise level. With over a decade of software and hardware development experience, Mr. Gorfein has developed extensive expertise in the areas of platform development, life-cycle management and server architecture.

Previously the technical lead of two major software initiatives, Mr. Gorfein oversaw the development and implementation of content monitoring software for a rights management group based in Los Angeles, and he has worked on independent software projects relating to O.C.R. (optical character recognition) and employee time management. Mr. Gorfein has hand-picked and managed multiple development teams and has led cross continent collaborations in Egypt, India and China.

Mr. Gorfein’s is experienced in understanding the underlying macro-conditions driving enterprises to adopt Information Technology, and successfully taking advantage of these trends through foresight, creativity and resource management abilities. He received his Bachelor’s degree with a focus on Economy and Industry from the University of Arizona in Tucson, AZ.

Joshua Partridge – Chief Operating Officer, Founder of PeerLogix and Director

In 2008, Mr. Partridge began working for Arsenal Pictures, a boutique international sales agency for motion pictures located in Los Angeles, CA. While in this role, he handled acquisitions and sales, as well as the majority of day-to-day operations, helping the firm achieve greater international and domestic sales distribution. After three years of serving in this role and experiencing the dramatic shift occurring within the Entertainment Industry’s global distribution channels, he began independently consulting for clients in the areas of technology, management and business development. Mr. Partridge was contracted to counsel both content producers and law firms on their media protection strategies, as well as production consulting, quality control, revenue projections and investor relations for television and film companies.

In 2012, Mr. Partridge partnered with William Gorfein to form PeerLogix with the goal of helping organizations in a multitude of industries gain deeper understanding of their consumers and audience base. Mr. Partridge was our Secretary and a Director since inception as well as our Head of Business Development. On September 10, 2015 our Board of Directors appointed Mr. Partridge to the position of Chief Operating Officer. He received his Bachelor of Science degree in Regional Development with a focus on economic growth from the University of Arizona in Tucson, AZ.

From 2013 to August 2015, Mr. Gonsher served as Group Finance Manager at Google Ventures, where he managed a team of analysts in geocommerce financial operations activity for the purposes of seed, growth and venture funding on behalf of Google’s investments in technology startups across the United States and internationally. From 2011 to 2013, he was a financial advisor at Waddell & Reed, and from 2009 to 2011 was an enrolled agent at 20/20 Financial Consulting, Inc. Mr. Gonsher holds a BS in Accounting and Finance from University of Colorado at Boulder.

Timothy Askew is the Founder and CEO of Corporate Rain International, the elite international sales outsourcing boutique and consulting firm. He writes a popular weekly column for Inc. Magazine and is the author of the recently publishedThe Poetry of Small Business. Mr. Askew is a founding member of the Inc. Business Owner's Council and sits on the board of the Darien Theatre. He has produced for Broadway, as well appearing on Broadway as an actor.

Mr. Askew has a BA in History and an MA in Philosophy and Religion from Emory University in Atlanta, Georgia. He also has an MA in Education from Claremont Graduate School in California. He has served on the Small Business Advisory Council for the State of New York. Mr. Askew frequently mentors fledgling entrepreneurs in New York and nationally.

Mr. Richardson, age 47, is currently Chairman of the board of directors of SANUWAVE Health, Inc. since August 2005. Mr. Richardson founded Prides Capital LLC and Prides Capital Partners LLC in January 2004 where he is Managing Director. Prides Capital LLC and Prides Capital Partners LLC specialize in strategic block, active investing in small-cap and micro-cap public and private companies. From April 1999 until the end of 2003, Mr. Richardson was a partner at Blum Capital Partners, a $2.5 billion investment firm. Between May 1999 and September 2003, Mr. Richardson was the lead public partner on 18 investments. Prior to joining Blum Capital, Mr. Richardson was an analyst at Tudor Investment Corporation, an investment management firm.

Previously, Mr. Richardson spent four years at Fidelity Management and Research where he was the assistant portfolio manager of the Fidelity Contra Fund, a registered investment company. Mr. Richardson also managed Fidelity Airline Fund, the Fidelity Aerospace and Defense Fund, and performed research and analysis in a variety of industry sectors (computer services, business services, media, financial services, and healthcare information technology). Mr. Richardson is also a member of the board of directors of As Seen On TV, Inc., a publicly traded multichannel distributor of As Seen On TV products and Pegasus Solutions, Inc., a travel technology company and was previously a board member of Healthtronics, Inc. and QC Holdings, Inc. Mr. Richardson received an undergraduate degree from Babson College and an M.B.A. from Kenan-Flagler Business School at the University of North Carolina.

The Company does not intend to maintain a board of directors that is composed of a majority of “independent” directors. The Company does not expect to appoint an audit committee, nominating committee and/or compensation committee, or to adopt charters relative to each such committees as at the date of this Report, but may adopt such charters and appoint such committees in the future.

The following table sets forth information regarding each element of compensation that was paid or awarded to the named executive officers of the Company for the periods indicated.

The following table presents the outstanding equity awards held by each of the named executive officers as of the end of the fiscal year ended December 31, 2015.

Each of the named executive officers executed employment agreements with the Company in August 2015, which was adopted by us upon closing of the Share Exchange.

Mr. Gorfein’s employment agreement is for a period of three (3) years, after which the agreement is renewable for one (1) year periods, unless the Company or Mr. Gorfein gives six (6) months’ notice of the intention to terminate the agreement. Mr. Gorfein receives a salary of $120,000 per year with annual increases of 10% per year. Mr. Gorfein may also receive an annual cash bonus in an amount to be determined by the Board of Directors.

Mr. Partridge’s employment agreement is for a period of three (3) years, after which the agreement is renewable for one (1) year periods, unless the Company or Mr. Partridge gives six (6) months’ notice of the intention to terminate the agreement. Mr. Partridge receives a salary of $120,000 per year with annual increases of 10% per year. Mr. Partridge may also receive an annual cash bonus in an amount to be determined by the Board of Directors.

Mr. Gorfein and Mr. Partridge are each to be granted options to acquire 300,000 shares of restricted stock of the Company, which shall vest over a period of three (3) years. The complete terms of the options have not been finalized as of the date of this filing. The Company expects to issue Mr. Gorfein and Mr. Partridge the options during the second quarter of 2016.

The Company agrees to promptly reimburse Mr. Gorfein and Mr. Partridge for all reasonable and necessary business expenses, including without limitation, telephone and other charges incurred by them on behalf of the Company. In addition, the Company has agreed to provide Mr. Gorfein and Mr. Partridge with health insurance.

On August 31, 2015, the Company entered into an employment agreement with Charles Gonsher as the Company’s Chief Accounting Officer. The agreement called for a two year term, an annual salary of $90,000 per annum. In addition, Mr. Gonsher will be granted an option to purchase 240,000 shares of the Company’s common stock. As of December 31, 2015 the terms of the options had not been finalized. On February 18, 2016, Mr. Gonsher’s employment agreement was terminated.

We provide directors and officers insurance for our current directors and officers.

Our certificate of incorporation eliminates the personal liability of our directors to the fullest extent permitted by law. The certificate of incorporation further provide that the Company will indemnify its officers and directors to the fullest extent permitted by law. This indemnification covers at least negligence on the part of the indemnified parties. Insofar as indemnification for liabilities under the Securities Act may be permitted to our directors, officers, and controlling persons under the foregoing provisions or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

The business and affairs of the Company are managed under the direction of our Board of Directors, which as of April 14, 2016, is comprised of Kevin Richardson, William Gorfein, Joshua Partridge and Timothy Askew.

There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors.

Our Board of Directors does not currently have any committees, such as an audit committee or a compensation committee. However, the Board of Directors may establish such committees in the future, and will establish an audit committee and a compensation committee (and any other committees that are required) if the Company seeks to be listed on a national securities exchange.

Directors are appointed to hold office until the next annual general meeting of stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board and hold office until removed by our Board.

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. Our bylaws provide that officers are appointed annually by our Board and each executive officer serves at the discretion of our Board.

The Company does not pay members of its Board of Directors any cash compensation and currently compensates the Board through the issuance of stock options. No directors received any compensation as such for the fiscal years ended December 31, 2015 and 2014.

We use the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship, which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

Under such definitions, Mr. Richardson and Mr. Askew are considered independent directors.

We have not yet adopted a Code of Business Conduct and Ethics that applies to, among other persons, our principal executive officers, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

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

The following table shows the beneficial ownership of our Common Stock as of April 14, 2016 held by (i) each person known to us to be the beneficial owner of more than five percent (5%) of our Common Stock; (ii) each director; (iii) each executive officer; and (iv) all directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held. Shares of Common Stock subject to options and warrants currently exercisable or which may become exercisable within 60 days of April 14, 2016 are deemed outstanding and beneficially owned by the person holding such options or warrants for purposes of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, the persons or entities named have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them.

The following table assumes 23,345,035 shares are outstanding as of April 14, 2016.

Unless otherwise indicated, the address of each beneficial holder of our Common Stock is our corporate address.

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

We consider “related party transactions” to be transactions between our Company and (i) a director, officer, director nominee or beneficial owner of greater than five percent of our stock; (ii) the spouse, parents, children, siblings or in-laws of any person named in (i); or (iii) an entity in which one of our directors or officers is also a director or officer or has a material financial interest.

Our Board of Directors is vested with the responsibility of evaluating and approving any potential related party transaction, unless a special committee consisting solely of independent directors is appointed by the Board of Directors. We do not have any formal policies or procedures for related party transactions.

On March 9, 2015, the Company engaged with a preeminent lead generation and presales outsourcing firm, Corporate Rain International (“CRI”). Tim Askew, a member of the Company’s Board of Directors, is the founder and CEO of CRI. CRI’s lead generation abilities are intended to accelerate the Company’s market penetration and growth rate. Efforts undertaken by the Company’s public relations engagement(s) are intended to augment and enhance the capabilities of its presales staff provided by CRI. CRI will be compensated $6,000 per month along with a flat commission of $500 for each customer referred by CRI to the Company per the terms of the engagement.

Through these marketing, public relations, investor relations and presales efforts, the Company hopes to generate sufficient market interest to support sales, and therefore targeted revenue projections.

As of December 31, 2015, the Company and CRI suspended the engagement to reassess sales strategies.

On April 13, 2015, pursuant to a stock purchase agreement (“SPA”), Steven Allen Friedman, the owner of 18,000,000 shares of our common stock and the Company’s then President, Chief Executive Officer, Chief Financial Officer and Director, sold the 18,000,000 shares to Captain’s Crew LLC (“CC”),which was 100% owned and managed by Jay Lasky, for aggregate consideration of $370,613.30, or approximately $0.0206 per share. Upon completion of the purchase, CC owned 18,000,000 shares, or approximately 94.8% of the Company’s then issued and outstanding Common Stock. In accordance with the purchase, effective on the same day, Mr. Friedman and Esther Gerson resigned from all positions of the Company, and Mr. Lasky was appointed to serve as the Company’s Chief Executive Officer and as the sole director.

Funds utilized for the purchase of the 18,000,000 shares by CC were provided by a ~~total~~number of ~~18,990,000~~unaffiliated persons that funded an escrow for the purpose of effecting a change of control of the Company in anticipation a share exchange. Subsequent to the purchase of shares by CC, the unaffiliated persons who funded CC also entered into agreements to acquire additional unrestricted shares of our common stock from certain non-affiliate shareholders of the Company.

Upon the closing of the Share Exchange on August 14, 2015 by and among the Company, PeerLogix Delaware and shareholders of PeerLogix Delaware, 18,000,000 shares of common stock were cancelled by CC for no consideration (the “Share Cancellation”). Our common stock was forward-split on a 4.04 for 1 basis on September 15, 2015 following the closing of the Share Exchange so that there would have been 3,999,631 shares of our common stock issued and outstanding ~~as of March 1, 2015.~~

The holders of common stock are entitled to one vote per share of common stock on all matters to be vote on by the stockholders. There are no cumulative voting rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive dividends, if any, as may be declared by the board of directors out of funds legally available for dividends. In the event of a liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in the net assets remaining after payment in full of all liabilities, subject to the prior rights of preferred stock, if any, then outstanding. There are no redemption or sinking fund provisions applicable to the common stock.

The Company has never paid cash dividends on its common stock. The declaration and payment of dividends is within the discretion of the Company's board of directors and will depend, among other factors, on earnings and debt service requirements as well as the operating and financial condition of the Company. At the present time, the Company's anticipated working capital requirements are such that it intends to follow a policy of retaining earnings in order to finance the development of its business. Accordingly, the Company does not expect to pay a cash dividend within the foreseeable future.

~~Set forth below is information regarding~~before taking into account the issuance ~~and sales~~ of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities.

~~On February 14, 2014, the Company offered and sold 5,000,000 share~~shares of common stock to ~~our Chief Executive Officer~~purchasers of Units, each consisting of one share of the Company’s Common Stock and ~~Director Steven Friedman for~~ a warrant to purchase ~~price~~one share of ~~$0.00006 per share, for aggregate~~Common Stock, in the offering ~~proceeds of $300. On September 28, 2014, 3,000.000 of these shares were returned to the Company.~~

These securities were issued in reliance upon an exemption provided by Regulation S promulgated under the Securities Act of 1933. The certificate for these securities was issued to a non-US resident and bears a restrictive legend.

~~The following is a discussion of certain factors affecting Registrant's results of operations, liquidity and capital resources. You should read the following discussion and analysis in conjunction~~conducted concurrently with the ~~Registrant's consolidated financial statements and related notes that are included herein~~Share Exchange (the “Offering”). (Please refer to Financing Transactions under Item ~~7 below.~~

~~CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.~~

~~The statements contained in the section captioned Management's~~7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~which are historical are "forward-looking statements" within~~for more information regarding the ~~meaning of Section 27A of the~~

15Upon the closing of the Share Exchange, Mr. Lasky resigned as Chief Executive Officer and sole director of the Company and officers and directors of PeerLogix Delaware were appointed to similar positions with the Company.

~~Securities Act of 1933, as amended, and Section 21E~~Prior to the commencement of the ~~Securities~~Share Exchange ~~Act~~and the Offering, PeerLogix Delaware completed an offering (the “PeerLogix Delaware Offering”), wherein it sold 1,000,000 of ~~1934,~~its units to accredited investors (the “PeerLogix Delaware Units”) at a price of $0.50 per PeerLogix Delaware Unit, each of which consists of one share of common stock and a warrant to purchase one share of common stock of PeerLogix Delaware. The warrants are exercisable for a period of five years at a purchase price of $0.60 per share of common stock. WestPark, placement agent in the Peerlogix Delaware Offering as ~~amended. These forward-looking statements represent~~well as the ~~Registrant's present expectations or beliefs concerning future events. The Registrant cautions~~Offering (the “Placement Agent”), received as compensation for its services $50,000 (10% commission) and warrants of PeerLogix Delaware that ~~such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause~~automatically converted upon the ~~actual results, performance or achievements~~closing of the ~~Registrant~~Share Exchange into warrants to purchase 50,000 of our Units at a price of $0.50 per Unit, with each Unit consisting of one share of our common stock and one warrant to purchase a share of our common stock at a price of $0.60 per share.

In June 2015, New World Merchant Partners LLC entered into an agreement with the Placement Agent pursuant to which it agreed to sell the Placement Agent or its designees an aggregate of 1,000,000 shares of common stock of PeerLogix Delaware and 250,000 shares of our Common Stock for aggregate consideration of $100 if designated milestones were satisfied in order to induce the Placement Agent to effect the Offering and the PeerLogix Delaware Offering. The 1,000,000 shares of PeerLogix Delaware may be deemed to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the uncertainty as to the Registrant's future profitability; the uncertainty as to the demand for Registrant's services; increasing competition in the markets that Registrant conducts business; the Registrant's ability to hire, train and retain sufficient qualified personnel; the Registrant's ability to obtain financing on acceptable terms to finance its growth strategy;“restricted securities” and the ~~Registrant's ability to develop~~250,000 shares of our Common Stock are not considered “restricted securities.” Such milestones were not satisfied and ~~implement operational and financial systems to manage its growth.~~

The price of the units in the Offering and the PeerLogix Delaware Offering was determined following ~~discussion and analysis should be read in conjunction~~our discussions with the ~~audited~~Placement Agent. Among the factors considered in the negotiations were our limited operating history, our history of losses, an assessment of our management and our proposed operations, our current financial ~~statements~~condition, the prospects for the industry in which we operate, the prospects for the development of our business with the capital raised in the Offering and ~~notes thereto appearing elsewhere in this annual report on Form 10-K.~~

~~Plan~~the PeerLogix Delaware Offering and the general condition of ~~Operation~~the securities markets at the time of the Offering and the PeerLogix Delaware Offering. The offering price of the Units or the exercise price of the Investor Warrants and the New Warrants does not necessarily bear any relationship to our assets, book value or results of operations or any other generally accepted criterion of value.

The Company ~~intends~~has agreed to ~~operate its business primarily through its parent company, as described above, as well as entities~~indemnify the Placement Agent and other broker-dealers who are FINRA members selected by the Placement Agent to offer and sell Units, to the fullest extent permitted by law against certain liabilities that may be ~~formed or acquired~~incurred in connection with the Offering and the PeerLogix Delaware Offering, including certain civil liabilities under the Securities Act, and, where such indemnification is not available, to contribute to the payments the Placement Agent may be required to make in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Placement Agent, the Company has been advised that in the ~~future.~~

~~Since inception on February 14, 2014 we generated revenues of $23,750 for~~ the period ended December 31, 2014. Operating expenses for the same three month period were $59,003. We incurred $1,000 in professional fees and $1,514 in other operating expenses during this period. Our biggest operating expenses included $42,750 in consulting and $12,000 in professional fees.

We had $11,536 in cash at December 31, 2014, and there were outstanding liabilities of $24,489. The Company raised $22,300 from their S-I registration offering during the period and feels these funds are sufficient to meet their needs for the next three months until we generate adequate revenue from operations.

~~There~~SEC such indemnification is very little historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have only begun to generate revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherentagainst public policy as expressed in the ~~establishment of a new business enterprise, including limited capital resources~~Securities Act and ~~possible cost overruns due to price and cost increases in products.~~

~~See Note 2~~In the first quarter of 2015, PeerLogix Delaware completed the PeerLogix Delaware Offering, wherein it sold $500,000 of PeerLogix Delaware Units to accredited investors. Each PeerLogix Delaware Unit was sold at a price of $0.50 and consisted of one (1) share of common stock, par value $0.001 per share, of PeerLogix Delaware and one (1) warrant entitling the ~~consolidated~~holder to purchase one share of common stock of PeerLogix Delaware for a five-year period at an exercise price of $0.60 per share. All of the net proceeds that PeerLogix Delaware received from the PeerLogix Delaware Offering were for PeerLogix Delaware’s working capital. All of the PeerLogix Delaware Units sold in the PeerLogix Delaware Offering were converted to our securities upon the closing of the Share Exchange. The Placement Agent also acted as placement agent in connection with the PeerLogix Delaware Offering and received as compensation for its services $50,000 (10% commission) and warrants of PeerLogix Delaware that automatically converted upon the closing of the Share Exchange into warrants to purchase 50,000 of our Units at a price of $0.50 per Unit, with each Unit consisting of one share of our common stock and one warrant to purchase a share of our common stock at a price of $0.60 per share.

The aggregate fees billed for professional services rendered by Marcum LLP (“Marcum”) for the audit of our annual financial statements and review of financial statements included in ~~Part 1 of this~~the Annual Report on Form 10-K for ~~information related to new accounting pronouncements.~~the years ended December 31, 2015 and 2014 were approximately $68,000 and $65,000.

~~We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on~~The aggregate fees billed for professional services rendered by Scrudato & Co., PA (“Scrudato”) for the review of our financial ~~condition, changes in financial condition, revenues or expenses, results~~statements for the year ended December 31, 2015 were $4,000. The aggregate fees billed for professional services rendered by Scrudato for the audit of ~~operations, liquidity, capital expendituresor capital resources that are material to~~ our ~~investors.~~

~~As used herein, the term "Company" refers to Realco International, Inc., a Nevada corporation. Audited, condensed~~annual financial statements ~~including a balance sheet~~and review of financial statements included in the Annual Report on Form 10-K for the ~~Company as of the period~~year ended December 31, 2014 were $3,500.

The following table shows the fees for professional services rendered by Marcum and Scrudato during those periods:

Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by the above auditors in connection with statutory and regulatory fillings or engagements. Audit-related fees consist of fees billed for professional services rendered for the review of SEC filings or other reports containing the audited ~~statements~~financial statements. Tax fees consist of fees to prepare the Company’s federal and state income ~~cash flows~~tax returns. Other fees relate to advisory services related research on accounting or other regulatory matters.

Our board of directors is in ~~shareholders' equity up to~~ the ~~date~~process of ~~such balance sheet.~~adopting a policy on pre-approval of audit and permissible non-audit services.

Our financial statements as set forth in the Index to Consolidated Financial Statements attached hereto commencing on page F-1 are hereby incorporated by reference.

The following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed herewith or, as noted, incorporated by reference herein:

We have audited the accompanying consolidated balance ~~sheet~~sheets of ~~Realco International,~~Peerlogix, Inc. ~~(“the Company”~~(the “Company”) as of December 31, 2015 and 2014 and the related consolidated statements of operations, changes in stockholders’ ~~equity,~~deficiency and cash flows for the ~~period February 14, 2014(inception) to December 31, 2014.~~years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our ~~audit.~~audits.

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

In our opinion, ~~based on our audit,~~ the financial statements referred to above present fairly, in all material respects, the consolidated financial position of ~~Realco International~~Peerlogix, Inc., as of December 31, 2015 and 2014 , and the consolidated results of its operations and its cash flows for the ~~period February 14, 2014(inception) to December 31, 2014,~~years then ended in conformity with accounting principles generally accepted in the United ~~States.~~States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As ~~discussed~~more fully disclosed in Note 9,2 to the consolidated financial statements, the Company has incurred net losses since inception ~~of $ $ 35,253~~ and ~~a limited operating history. This~~needs to raise additional funds to meet its obligations and ~~other factors~~sustain its operations. These conditions raise substantial doubt about the ~~Company's~~Company’s ability to continue as a going concern. ~~Management's~~Management’s plans in regard to these matters are also ~~discussed~~described in Note 9.2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Realco~~Peerlogix, Inc. (formerly “Realco International, Inc.”) (“Peerlogix” or the ~~Company”~~“Company”) was incorporated in Nevada on February 14, 2014. ~~Our fiscal year end is December 31.~~

The Company was originally established for the purpose of real estate sales and management in Europe, the Middle East and the United States.

On September 3, 2015, we filed an Amendment to our Certificate of Incorporation by which we changed our name from Realco International, Inc. to Peerlogix, Inc.

On August 14, 2015, (the “Closing Date”) the Company and Peerlogix Technologies, Inc. (formerly Peerlogix, Inc.), a privately held company, entered into an Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger Agreement, Peerlogix Technologies, Inc. exchanged all of their shares of common stock for newly issued common shares of the Company (the “Share Exchange”), with the Company remaining as the surviving corporation (the “Merger”). Following the closing of the Merger, the Company changed its name to Peerlogix, Inc. The stockholders of the Company before the Share Exchange, after giving effect to cancellation of 18,000,000 shares of the Company’s common stock, retained 990,000 shares of the Company’s common stock, which after giving effect to a 4.04 for 1 split of the Company’s common stock (the “Stock Split”), will have become approximately 3,999,600 shares of Realco common stock. Upon closing the transaction, Peerlogix, Inc. had 21,049,602 shares of common stock outstanding. As a result of this transaction, the former owners of Peerlogix Technologies, Inc. own approximately 81.0% of Peerlogix, Inc. common stock as of the closing date.

The Share Exchange has been treated as a reverse merger and recapitalization of Peerlogix Technologies, Inc. for financial accounting purposes and the Company will continue the existing business operations of Peerlogix Technologies, Inc. as a wholly-owned subsidiary. The historical financial statements of the Company are those of Peerlogix Technologies, Inc, and of the consolidated entities from the date of merger forward. As a result of this merger, the equity sections of Peerlogix Technologies, Inc. for all prior periods presented reflect the recapitalization described above and are consistent with the December 31, 2015 and 2014 consolidated balance sheets presented for the Company.

Peerlogix Technologies, Inc. was incorporated on December 9, 2014 under the laws of the State of Delaware for the sole purpose of acquiring all of the outstanding membership units of IP Squared Technologies Holdings, LLC, an entity organized in 2012. Upon incorporation, the Company issued an aggregate of 16,000,002 common shares of the newly formed corporation’s common stock to the members of the LLC for all of the outstanding membership units of IP Squared Technologies Holdings, LLC (the “Recapitalization”).

As a result of the foregoing transactions, Peerlogix is now a data aggregation company providing a proprietary software as a service (“SAAS”) platform which enables the tracking and cataloguing of Torrent files and Torrent networks in order to determine consumer trends and preferences based upon media consumption. Prior to the merger, the Company had minimal operations.

Simultaneously with the Share Exchange, on the Closing Date all of the issued and outstanding options and warrants to purchase shares of Peerlogix Technologies Inc. common stock were exchanged, respectively, into options (the “New Options”) and warrants (the “New Warrants”) to purchase shares of common stock of the Company. The number of shares of common stock issuable under, and the price per share upon exercise of, the New Options and the New Warrants were the same as those of the original options and warrants of Peerlogix Technologies Inc., as a result of a 1 for 1 exchange ratio of securities pursuant to the Share Exchange, which is described in the Share Exchange Agreement. The New Options will be administered under the Company’s 2015 Equity Incentive Plan, which the Company assumed and adopted on the Closing Date in connection with the Share Exchange.

The Company has generated minimal revenues and continues to incur recurring losses from operations and has an accumulated deficit since inception. Accordingly, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred a net loss of approximately $1,520,000 and net cash used in operations of approximately $1,200,000 for the year ended December 31, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The Company's primary source of operating funds since inception has been cash proceeds from the sale of Class A units, common stock and common stock warrants, convertible debentures and notes payable. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. (See Note 14 for financing activities subsequent to December 31, 2015.)

The Company requires immediate capital to remain viable. The Company can give no assurance that such financing will be available on terms advantageous to the Company, or at all. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all of its operational activities. There can be no assurance that such a plan will be successful. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Accordingly, the accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

~~Revenue is derived from sales~~Basis of products to distributors and consumers. Revenue is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB No. 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable, and collectability is probable. Sales are recorded net of sales discounts and terms are recorded by contract.

~~Accounts receivable is reported at the customers’ outstanding balances, less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable.~~

An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.

When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.

The ~~Company accounts for stock-based payments to non-employees~~accompanying consolidated financial statements and related notes have been prepared in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.

The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and

warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

~~During the period February 14, 2014(inception) through December 31, 2014, the Company did not recognize any stock-based compensation. No options have been granted to date.~~

~~The Company reports earnings (loss) per share in accordance with ASC Topic 260-10,~~"~~Earnings per Share~~." Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share have not been presented since there are no dilutive securities.

~~For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.~~

The Company has a policy to expense organization and offering cost as incurred. To date for period February 14, 2014(inception) through December 31, 2014 the Company has incurred $289 in organization cost and $6,500 in offering cost.

~~The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit.~~

~~The preparation of financial statements in conformity~~ with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The historical financial statements of the Company are those of PeerLogix Technologies, Inc., and of the consolidated entities from the date of merger forward. All significant inter-company balances and transactions have been eliminated.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent ~~assets and~~ liabilities at the date of the financial statements and the reported amounts of ~~revenues~~revenue and expenses during the ~~reporting~~ period. Actual results could differ from ~~those~~these estimates. The Company’s significant estimates and assumptions include the fair value of the Company’s equity instruments, convertible debt, stock-based compensation, and the valuation allowance relating to the Company’s deferred tax assets.

~~ASC 280,~~~~“Segment Reporting”~~ ~~requires use~~Concentration of ~~the~~~~“management approach”~~Credit Risk model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of September 30, 2014.

The Company ~~accounts for its income taxes under~~maintains deposits in a financial institution which is insured by the ~~provisions of ASC Topic 740, “Income Taxes~~Federal Deposit Insurance Corporation (“FDIC”).” The ~~method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and~~balance at times may exceed federally insured limits.

~~Note 2. Summary~~The Company considers all highly liquid investments with an original maturity of ~~Significant Accounting Policies (continued)~~three months or less when purchased to be cash equivalents. As of December 31, 2015 and 2014, the Company does not have any cash equivalents.

Deferred tax assets and liabilities are determined on the ~~recognition~~basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company recognizes deferred tax ~~liabilities~~assets and ~~assets~~liabilities for the expected future tax consequences of ~~temporary~~these differences ~~between~~that have been included or excluded in the financial statements or tax ~~bases and financial reporting bases of other assets and liabilities.~~

~~On June 10, 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10,~~~~Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation~~~~, which eliminates the concept of a development stage entity (DSE) in its entirety from current accounting guidance. The Company has elected early adoption of this new standard.~~returns.

The Company ~~has implemented all other new accounting pronouncements that are in effect~~follows a recognition threshold and ~~that may impact its~~measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also prescribes direction on the recognition, classification, interest and penalties in interim periods, disclosure and transition.

The Company classifies interest expense and any related penalties, if any, related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized as of December 31, 2015 and 2014.

Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements for the years ended December 31, 2015 and 2014. The Company does not ~~believe~~expect any significant changes in the unrecognized tax benefits within twelve months of the reporting date.

Prior to the Recapitalization in December 2014, the Company was a Delaware limited liability company that ~~there are~~passed through income and losses to its members. As a result, the Company was not subject to any ~~other new accounting pronouncements that~~U.S. federal or state income taxes as the related tax consequences were reported by the individual members and would not have ~~been issued that might have~~had a material impact on ~~its~~the consolidated financial ~~position or results of operations.~~statements. See Note 1.

The Company bifurcates conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is ~~currently operating~~not re-measured at ~~approximately~~fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a ~~breakeven rate~~separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule when the host instrument is deemed to be conventional as that term is described under applicable U.S. GAAP.

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company also records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred shares.

The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

Research and development (“R&D”) expenses are charged to operations as incurred.

The Company expenses advertising when incurred. During the years ended December 31, 2015 and 2014, the Company incurred advertising expenses of $28,933 and $0, respectively.

Basic loss per share was computed using the weighted average number of outstanding common shares. Diluted earnings per share, when presented, includes the effect of dilutive common stock equivalents from the assumed exercise of options, warrants, convertible preferred stock and convertible notes. Common stock equivalents are excluded in the computation of diluted earnings per share since their inclusion would be anti-dilutive.

Total shares issuable upon the exercise of warrants and conversion of convertible promissory notes for the years ended December 31, 2015 and 2014 were as follows:

The Company measures the cost of services received in exchange for an award of equity instruments based on anthe fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and amortized over the respective employment agreements or director service periods. For non-employees, the fair value of the award is measured on the commitment date and generally re-measured on interim ~~basis. Deferred income tax~~financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations as if such amounts were paid in cash.

The carrying amounts of cash, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments.

The Company measures the fair value of financial assets and liabilities ~~will~~based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be ~~computed annually~~received for ~~differences between financial statement and tax bases of assets and liabilities that will result in taxable~~an asset or ~~deductible amounts~~paid to transfer a liability (an exit price) in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payableprincipal or ~~refundable~~most advantageous market for the ~~period plus~~asset or ~~minus~~liability in an orderly transaction between market participants on the ~~change during~~measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the ~~period in deferred tax assets~~use of observable inputs and ~~liabilities.~~minimize the use of unobservable inputs when measuring fair value.

~~The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:~~ASC 820 describes three levels of inputs that may be used to measure fair value:

~~The significant components of deferred tax assets and~~Level 3 liabilities are ~~as follows:~~valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the warrant liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Chief Executive Officer determines its valuation policies and procedures.

The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Chief Executive Officer.

26Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-12, Compensation-Stock Compensation. The amendments in this update apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-13D-Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which has been deleted. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. As indicated in the definition of vest, the stated vesting period (which includes the period in which the performance target could be achieved) may differ from the requisite service period. The amendments in this update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The adoption of ASU 2014-12 is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-15, Presentation of Financial Statements-Going Concern. The Update provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2013-300-Presentation of Financial Statements (Topic 205): Disclosure of Uncertainties about an Entity’s Going Concern Presumption, which has been deleted. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The adoption of ASU 2014-15 is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-03, Interest—Imputation of Interest. To simplify presentation of debt issuance costs, the amendments in this Update would require that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs would not be affected by the amendments in this Update. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2014-250—Interest—Imputation of Interest (Subtopic 835-30), which has been deleted. The amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company is currently evaluating the effects of ASU 2015-03 on its consolidated financial position.

In August 2015, the FASB issued the FASB Accounting Standards Update No. 2015-14 “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”).The amendments in this Update defer the effective date of Update 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently assessing the impact, if any, of the adoption of ASU 2015-04 on the consolidated financial statements.

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, “Leases” (Topic 842). The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The updated guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard.

The FASB and the SEC have issued certain accounting standards updates and regulations that will become effective in subsequent periods; however, management of the Company does not believe that any of those updates would have significantly affected the Company’s financial accounting measures or disclosures had they been in effect during 2015 or 2014, and does not believe that any of those pronouncements will have a significant impact on the Company’s consolidated financial statements at the time they become effective.

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed.

On January 24, 2013 a family member of an ~~interim basis,~~officer of the Company ~~has~~advanced $15,000 to the Company.The proceeds from the non-interest bearing advance were used for general operating expenses. As of December 31, 2015 and 2014, the Company is reflecting a ~~net operating loss~~liability of $35,253. Any future operating losses will be netted against this income for income tax reporting purposes, which will expire in various years through 2032, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382.$15,000. The Company ~~adopted~~did not impute interest on the loan as it was deemed to be de minimus to the consolidated financial statements.

On January 30, 2015 an officer of a related party to the Company advanced $5,500 to the Company.The proceeds from the non-interest bearing advance were used for general operating expenses. The Company did not impute interest on the loan as it was deemed to be de minimus to the consolidated financial statements. On March 5, 2015, the loan was repaid.

During June and July of 2015, the Company issued promissory notes in the aggregate principal amount of $17,500 to six lenders. The notes bore aggregate interest at 50%, calculated monthly, and matured August 1, 2015. If the notes are repaid within the first month, the lenders are to be repaid 50% interest on the notes (the “Original Issue Discount”), a minimum payment of $26,250. The Original Issue Discount was accreted to interest expense over the life of the notes. During August and September of 2015, the notes were repaid. Total interest paid on the notes amounted to $17,500.

On December 1, 2013, the Company issued a Senior Unsecured Note in the principal amount of $2,433 to a shareholder of the Company. The note bore interest at a rate of 5% per annum. Principal and accrued interest on the note was due and payable on the earlier of (i) June 30, 2015 and (ii) the date upon which the Company receives gross proceeds of any offering of indebtedness, equity securities, or other of no less than $500,000. During 2014, the Company received additional advances under the note totaling $53,725. At December 31, 2014 the principal balance on the note was $56,158. Note principal and interest in the aggregate of $55,585 was repaid on March 6, 2015, at which time, the remaining outstanding principal and interest on the note in the amount of $2,577 was forgiven and accounted for as contributed capital.

During December 2014, the Company issued Senior Unsecured Convertible Notes in the aggregate principal amount of $25,000. The notes bore interest at a rate of 5% per annum. Principal and accrued interest on the notes was due and payable on the earlier of (i) September 12, 2015 and (ii) the date upon which the Company receives gross proceeds of any offering of indebtedness, equity securities, or other of no less than $200,000 (the “Qualified Financing”). The notes automatically convert at the effective time of a Qualified Financing under the same terms given to investors in the Qualified Financing. During the first quarter of 2015, the Company entered into a Qualified Financing and the notes became convertible. As per the terms of the Qualified Financing, the noteholders converted an aggregate of $25,000 in principal and were issued 50,000 shares of common stock and 50,000 warrants entitling the holders to purchase one share of common stock for a five-year period at an exercise price of $0.60 per share.

During 2014 the Company engaged in an offering (the “Offering”) of Series A 10% Senior Convertible Promissory Notes in the aggregate principal amount of up to $300,000 with multiple investors (collectively, the “Convertible Notes”). During 2014, the Company received aggregate proceeds of $58,000 related to the offering.

The Company evaluated the provisions of ~~ASC 740-10-50, formerly FIN 48,~~the convertible notes periodically to determine whether any of the provisions would be considered embedded derivatives that would require bifurcation. Because the underlying common stock is thinly traded the shares of common stock underlying the convertible notes were not readily convertible to cash. Thus, the conversion option did not meet the net settlement requirement and ~~“Accounting~~would not be considered a derivative if freestanding. Accordingly, the convertible notes did not contain an embedded conversion feature that must be bifurcated.

During the third quarter of 2015, as a result of the Merger Agreement and a qualified financing (as defined), the notes became convertible. As per the terms of the qualified financing, the noteholders converted an aggregate of $58,000 in principal and $8,162 in accrued interest and were issued 124,566 shares of common stock. The conversion feature of the notes provides for ~~Uncertainty~~an effective conversion price that is below market value on the date of conversion. Such feature is normally characterized as a beneficial conversion feature. The Company analyzed the beneficial conversion feature on the date of conversion and deemed it to be de minimus.

During the year ended December 31, 2015 and in ~~Income Taxes”.~~prior periods, one of the Company’s officers made non-interest bearing loans to the Company which are due on demand. As of December 31, 2015 and 2014 the Company is reflecting a liability of $33,648, and $29,607, respectively. The Company did not impute interest on the loan as it was deemed to be de minimus to the consolidated financial statements.

There is not yet a viable market for the Company’s common stock to determine its fair value, therefore management is required to estimate the fair value to be utilized in the determining stock-based compensation costs. In estimating the fair value, management considers recent sales of its common stock to third parties. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates.

On August 19, 2015, the Company filed with the Secretary of State of the State of Nevada an amendment to its Certificate of Incorporation increasing the number of shares of common stock that the Company is authorized to issue from 25,000,000 shares of common stock, par value $0.00001 per share, to 100,000,000 shares of common stock, par value $0.001 per share. In addition the Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.001 per share, issuable in series with rights, preferences, privileges and restrictions as determined by the Company’s board of directors. The amendment was approved by the written consent of the holders of a majority of the outstanding shares of common stock of the Company.

During February and March 2015 (“Offering 1”), the Company sold $500,000 of Units to investors. Each Unit was sold at a price of $0.50 per Unit and consisted of one (1) share of common stock, par value $0.001 per share, and one (1) warrant entitling the holder to purchase one share of common stock for a five-year period at an exercise price of $0.60 per share. An aggregate of 1,000,000 shares and 1,000,000 warrants were issued to such investors. The placement agent received as compensation for its services $50,000 (10% commission) and warrants to purchase 50,000 Units at a price of $0.01 per Unit, with each Unit consisting of one share of common stock and one warrant to purchase a share of common stock at a price of $0.60 per Share. The value of the warrants was a direct cost of the private placement and has been recorded as an increase and decrease to additional paid in capital. In addition, the Company incurred legal and other miscellaneous costs in the amount of $14,263 related to the transaction, which were offset against equity.

During August and September 2015 (“Offering 2”), the Company sold 1,683,333 Units at a price of $0.60 per Unit. Each Unit consists of one share of Common Stock and a warrant to purchase one share of Common Stock. The warrants (the “Investor Warrants”) are exercisable for a period of five years at a purchase price of $0.72 per share of Common Stock. The investors in the closing collectively purchased 1,683,333 Units for total cash consideration of $1,010,000. The placement agent received as compensation for its services $101,000 (10% commission) and warrants to purchase 168,333 Units at a price of $0.60 per Unit, with each Unit consisting of one share of common stock and one warrant to purchase a share of common stock at a price of $0.60 per Share. The placement agent warrants are exercisable for a period of five years. The value of the warrants was a direct cost of the private placement and has been recorded as an increase and decrease to additional paid in capital. The placement agent also received payment of a 3% non-accountable expense allowance in the amount of $30,300. In addition the Company incurred legal and other miscellaneous costs in the amount of approximately $66,000 related to the transaction, which were offset against equity.

During the year ended December 31, 2015, the Company granted an aggregate of 250,000 restricted common shares to a consultant with a fair value of $150,000. The restricted shares vested immediately on the dates of issuance. The Company has recorded $150,000 in stock-based compensation expense for the year ended December 31, 2015, which is a component of professional fees in the consolidated statements of operations. The shares were valued based on recent sales of its common stock to independent qualified investors.

The Company is authorized to issue up to 10,000,000 shares of preferred stock, par value $0.001 per share. No shares of its preferred stock are issued or outstanding.

Before the Share Exchange, the Company’s board of directors adopted the 2015 Equity Incentive Plan (the “2015 Plan”), which was submitted to and approved by the shareholders of the Company prior to the closing of the Share Exchange. The 2015 Plan provides for the issuance of up to 3,000,000 shares of common stock as incentive awards granted to executive officers, key employees, consultants and directors. In addition, the Company assumed and adopted the 2015 Plan, and as described in Note 1, option holders under that plan will be granted New Options to purchase common stock of the Company. As of December 31, 2015 no options had been issued under the 2015 Plan. No further options will be granted under the 2015 Plan. If an incentive award granted under the 2015 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2015 Plan.

Shares issued under the 2015 Plan through the settlement, assumption or substitution of outstanding awards or obligations to grant future awards as a condition of acquiring another entity are not expected to reduce the maximum number of shares available under the 2015 Plan. In addition, the number of shares of Common Stock subject to the 2015 Plan, any number of shares subject to any numerical limit in the 2015 Plan, and the number of shares and terms of any incentive award are expected to be adjusted in the event of any change in our outstanding Common Stock by reason of any stock dividend, spin-off, split-up, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares or similar transaction.

On December 9, 2014, as part of the recapitalization, the Company applied paragraph 505-10-S99-3 of the FASB Accounting Standards Codification (formerly Topic 4B of the Staff Accounting Bulletins (“SAB”) (“SAB Topic 4B”) issued by the U.S. Securities and Exchange Commission (the “SEC”), by reclassifying the LLC members’ capital account inclusive of capital contributions of $109,037 and the LLC’s accumulated losses of ($332,764) as of December 9, 2014 to additional paid-in capital.

During the year ended December 31, 2014, IP Squared issued 698 Class A units to a consultant for services rendered. The units were fully vested on the date of issuance. The Company recorded $64,037 of consultant fees in connection with such issuance. The Company determined the fair value of the equity–based payment based on the fair value of the consideration received which was more reliably measurable.

Each holder of Class A units was entitled to one vote for each Class A unit held. Upon the Recapitalization, all of the then-outstanding Class A units were converted into shares of common stock. As of December 31, 2014, the Company had no ~~material unrecognized~~Class A units outstanding.

Prior to the Recapitalization, in accordance with the LLC Agreement, the Company distributed to the holders of Class A units (hereafter referred to as the members) pro rata net income ~~tax assets~~ or ~~liabilities~~losses based upon the number of units held by the members.

The following tables set forth information concerning the Company's warrants outstanding as of, and during the year ended December 31, 2015. No warrants were granted by the Company prior to January 1, 2015:

The following is additional information with respect to the Company's warrants as of December 31, ~~2014.~~2015:

On August 13, 2015 the Company entered into an employment agreement with Joshua Partridge as the Company’s Head of Business Development and Secretary. The agreement calls for a three year term, an annual salary of $120,000 per annum with annual 10% increases and a payment upon termination in an amount equal to any and all unpaid salary through the end of the term. On September 10, 2015, the Company entered into a new employment agreement with Mr. Partridge solely to reflect Mr. Partridge’s new position as the Company’s Chief Operating Officer.

On August 13, 2015 the Company entered into an employment agreement with William Gorfein as the Company’s Chief Executive Officer. The agreement calls for a three year term, an annual salary of $120,000 per annum with annual 10% increases and a payment upon termination in an amount equal to any and all unpaid salary through the end of the term.

On August 31, 2015 the Company entered into an employment agreement with Charles Gonsher as the Company’s Chief Accounting Officer. The agreement called for a two year term, an annual salary of $90,000 per annum. In addition, Mr. Gonsher was to be granted an option to purchase 240,000 shares of the Company’s common stock. As of December 31, 2015 the terms of the options were not finalized. On February 18, 2016 Mr. Gonsher’s employment agreement was terminated.

On August 24, 2015, the Company entered into a consulting agreement whereby the consultant agreed to provide investor and public relations services to the Company for a period of two months. As compensation for the services, the Company will pay the consultant a monthly fee of $20,000 and the Company shall issue 100,000 shares of the Company common stock.

On November 23, 2015, the agreement was amended and extended for a period of an additional two months beginning on November 23, 2015. As compensation for the services, the Company will pay the consultant a monthly fee of $20,000 and the Company shall issue 150,000 shares of the Company common stock.

The Company recorded stock compensation expense relating to the agreements of approximately $150,000, during the year ended December 31, 2015.

All of the securities issued in connection with Offering 1, Offering 2 and the Share Exchange (collectively the “Transactions”) are “restricted securities,” and as such are subject to all applicable restrictions specified by federal and state securities laws. In connection with Offering 1, Offering 2 and the Share Exchange, the Company entered into registration rights agreements with all of its shareholders. Under the terms of the registration rights agreements, the Company has committed to file a registration statement covering the resale of (i) all shares of common stock outstanding as of August 14, 2015, the closing date of the Share Exchange; (ii) all of the shares of common stock underlying the Investor Warrants in Offering 2 and the warrants that were included in the Offering 1 units; (iii) all of the shares issuable upon exercise of the placement agent warrants (and the shares underlying the warrants issuable upon exercise of such placement agent warrants) issued in Offering 1 and Offering 2 within 60 days from August 14, 2015 (the “Filing Deadline”), and shall use commercially reasonable efforts to cause the registration statement to become effective no later than 90 days after it is filed (the “Effective Deadline”).

The Company has agreed to use reasonable efforts to maintain the effectiveness of the registration statement through the one year anniversary of the date the registration statement is declared effective by the Securities and Exchange Commission (“SEC’), or until Rule 144 of the Securities Act is available to investors in the Offering with respect to all of their shares, whichever is earlier.

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such matters that are deemed material to the consolidated financial statements as of December 31, 2015 and 2014.

The Company has an operating lease for its New York office facility under a month-to-month agreement. Beginning in October 2015, due to an increase in office space, the Company will pay monthly rental payments of $9,600. The Company will receive a discounted monthly rate of $6,663 for the period October 2015 through January 2016. Prior to October 2015, the Company’s ~~policy regarding~~monthly rental payment was approximately $2,500. The Company’s monthly rental amount in the past fluctuated based on space needed each month. Rent expense for the years ended December 31, 2015 and 2014 totaled $33,125 and $8,121, respectively.

The tax effects of temporary differences that give rise to deferred tax assets as of December 31, 2015 and 2014 are presented below:

Prior to the Recapitalization in December 2014, the Company was a Delaware limited liability company that passed through income and losses to its members. As a result, the Company was not subject to any U.S. federal or state income taxes as the related tax consequences were reported by the individual members.

The reconciliation between the statutory federal income tax rate and ~~penalties is to expense those items as general and administrative expense but to identify them~~the Company’s effective rate for ~~tax purposes. During~~ the ~~period February 14, 2014(inception) through~~years ended December 31, 2015 and 2014 ~~there was no income~~is as follows:

As of December 31, 2015 and 2014 the deferred tax ~~or related interest and penalty items in~~asset consisted of the ~~income statement, or liabilities on the balance sheet.~~ following:

The Company files its income tax returns in the U.S. federal jurisdiction and ~~Nevada~~the state ~~jurisdiction. We~~of New York and such returns are subject to examination by tax authorities.

The Company is in the process of filing its federal and state tax returns for the years ended December 31, 2015 and 2014. The Net operating losses (“NOLs”) for these years will not ~~currently involved~~be available to reduce future taxable income until the returns are filed. Assuming these returns are filed, as of December 31, 2015, the Company had approximately $1.474 million of federal and state net operating losses that may be available to offset future taxable income. The net operating loss carryforwards will begin to expire in ~~any income~~2034 unless utilized. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s U.S. net operating carryovers may be subject to an annual limitation in the event of a change of control as defined the regulations.

The Company assesses the likelihood that deferred tax ~~examinations.~~assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s losses since inception, management believes that it is more likely than not that the future benefits of its deferred tax assets will not be realized and has therefore established a full valuation allowance.

~~Steven Allen Friedman has lent~~On March 9, 2015, the ~~company~~Company engaged with a ~~net total~~lead generation and presales outsourcing firm, Corporate Rain International (“CRI”). Tim Askew, a member of ~~$24,489~~the Company’s Board of Directors, is the founder and CEO of CRI. CRI will be compensated $6,000 per month along with a flat commission of $500 for each customer referred by CRI to the ~~company for~~Company per the ~~period from February 14, 2014(inception)~~terms of the engagement.The Company recorded compensation expense to CRI of $30,000 during the year ended December 31, ~~2014. These funds have been used for working capital to date.~~

~~The following stock issuances were made to officers of the company as compensation for services:~~

On February 14, 2014 the Company issued 5,000,000 of its authorized common stock to Steven Allen Friedman in exchange for $300. In September of 2013 prior to the Company’s forward stock split he returned 3,000,000 of his founder’s shares. He received an additional 16,000,000 as part of the stock split leaving him with 18,000,000 as2015. As of December 31, ~~2014.~~

~~The holders~~2015, the Company had an outstanding balance due to CRI of ~~the Company's common stock are entitled to one vote per share of common stock held.~~$6,000.

As of December 31, ~~2014~~2015, the Company ~~had 18,990,000 shares issued~~ and ~~outstanding.~~

~~Commitments:~~On January 28, 2016, the Company entered into a Securities Purchase Agreement (“SPA”), Promissory Note (the “January Note”) and Registration Rights Agreement (“RRA”) (collectively, the “Transaction Documents”) with Pinewood Trading Fund, L.P. (“Pinewood”). Pursuant to the SPA, the Company sold 100,000 shares (the “Shares”) of its common stock (the “Common Stock”), in exchange for Pinewood lending $105,000 (“Funding Amount”) to the Company pursuant to the January Note with a principal amount of $131,250 (“Principal Amount”).The January Note is due on July 28, 2016 or earlier in the event that the gross proceeds of any Company offering equals or exceeds $300,000.The January Note is secured by all assets of the Company.

~~The following table sets forth~~practicable after the ~~information used~~filing thereof, and use its commercially reasonable best efforts to ~~compute basic and diluted net income per share attributable to Realco International, Inc. for~~keep such registration statement continuously effective under the ~~period February 14, 2014(inception) through December 31, 2014:~~

~~The accompanying financial statements~~Securities Act until all Registrable Securities covered by such registration statement have been ~~prepared assuming that~~sold, or may be sold without volume restrictions pursuant to Rule 144, as determined by the counsel to the Company ~~will continue as~~pursuant to a ~~going concern. Currently, the Company has a net operating loss~~written opinion letter to such effect, addressed and ~~a negative working capital with very limited operating history. These factors raise substantial doubt about~~acceptable to the Company’s ~~ability to continue as a going concern. Management believes that~~transfer agent and the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Note 10. Subsequent Events~~On April 8, 2016 (the “Initial Closing Date”), we entered into a Securities Purchase Agreement (the “Agreement”) with Attia Investments, LLC, a related party (the “Investor”). A shareholder of the Company who owns in-excess of 5% of the Company’s common stock is the managing member of Attia Investments, LLC. Under the Agreement, the Investor agreed to purchase senior secured convertible debentures in the aggregate principal amount of up to $125,000 (together the “Debentures” and each individual issuance a “Debenture”), bearing interest at a rate of 0% per annum, with maturity on October 8, 2016, extended to April 8, 2017 at the discretion of the Investor. The principal amount of the Debentures shall equal the amount funded by the Investor together with an original issue discount of 20%. The Debentures are secured by all assets of the Company.

~~None.~~On the Initial Closing Date, we issued and sold to the Investor, and the Investor purchased from us, a first Debenture in the principal amount of $68,750 for a purchase price of $55,000. $13,750 was recorded as an original issue discount and will be accreted over the life of the note to interest expense.

29The Company can give no assurance that such funding will be available on terms and conditions acceptable to both the Company and the Investor, or at all.

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

~~We have had no disagreements on any matter~~Pursuant to the requirements of ~~accounting principles~~Section 13 or practices, financial statement disclosure, or auditing scope or procedures with any of our accountants for the year ended December 31, 2014 or any interim period. We have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting and financial disclosures during our recent fiscal year or any later interim period.

~~We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)~~15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of December 31, 2014 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2013 based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that, as of December 31, 2014, our internal control over financial reporting is not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework. This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the SEC that permit the company to provide only management's report in this annual report.

There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting A material weakness is a deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) auditing standard 5) or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that a material weakness exists due to the items stated above, resulting from the Company’s limited resources and personnel.

The following sets forth the names and ages of all of our directors and executive officers as of the date of this annual report. Also provided herein is a brief description of the business experience of each director and executive officer during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws. All of the directors will serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which the director or executive officer was selected.

~~The following persons constitute all of the Company’s Executive Officers and~~

~~Steven Allen Friedman, 28 President, Chief Executive Officer, Chief Financial Officer and Director~~

~~Steven Allen Friedman, President, Chief Executive Officer, Chief Financial Officer and Director~~

Mr Friedman began his real estate career in 2008 by acting as a consultant through his own entity, Friedman Realty Corp. In such capacity, Mr. Friedman advised and consulted real estate developers in Israel on a wide range of operational matters, including project management and client development. Specifically, Mr. Friedman was engaged by Sapphire Capital Ventures, 557 Central Avenue, Suite 4a, Cedarhurst, New York. provided construction management and oversight services on such small scale residential projects as Givat Zeev Hachadashah and Agan Ayalot, both in Israel. In doing so, Mr. Friedman acquired substantial experience in the planning, developing and marketing of residential real estate, particularly in Israel. Mr. Friedman continued in such capacity until 2011.

Beginning in 2011, Mr. Friedman began working for New Vision Real Estate in Isreal. In this position, Mr. Friedman was charged with managing the development of 146 homes and 245 apartments in the city of Givat Zeev in Isreal. In this role, Mr. Friedman was also responsible for marketing and selling the properties as they were completed. Mr Friedman was also responsible for property management duties with regards to the completed properties. In doing, Mr. Friedman further developed his acumen for the Israel real estate markets.

~~Mr.Friedman earned a bachelor of degree in Jewish philosophy in Israel from Heichal Hatorah Bitziyon in 2008.~~

Mrs. Gerson works as Special education teacher at Strivright, in Brooklyn N.Y. from 2011 to present. she has also worked with Yeshiva Darchei Torah as a pre-school teacher. Mrs. Gerson currently devotes only nominal amounts of time to the Issuer and its not a regular employee.

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires each of the Company’s directors and executive officers, and any beneficial owner of more than 10 percent of the Company's common stock, to file reports with the SEC. These include initial reports and reports of changes in the individual’s beneficial ownership of the Company’s common stock. Such persons are also required by SEC regulations to furnish the Company with copies of such reports.

The Company does not have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, or a committee performing similar functions. The board of directors has determined that the Company does not have an audit committee financial expert serving on the board. The Company does not have an audit committee financial expert because it has been unable to attract and compensate an individual with the necessary skills to serve in such role. The Company intends to identify and appoint a financial expert when possible.

~~We may elect to award a cash bonus to key employees, directors, officers and consultants based on meeting individual and corporate planned objectives.~~

~~We do not have any standard arrangements by which directors are compensated for any services provided as a director. No cash has been paid to the directors in their capacity as such.~~

The following table sets forth, as of December 31, 2014, the number and percentage of outstanding shares of common stock which, according to the information supplied to us, were beneficially owned by (i) each current director, (ii) each current executive officer, (iii) all current directors and executive officers as a group, and (iv) each person who, to our knowledge, is the beneficial owner of more than 5% of our outstanding common stock. Except as otherwise indicated, the persons named in the table below have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws (where applicable).

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~

~~The registrant's board of directors consists of Steven Allen Friedman. He is not independent as such term is defined by a national securities exchange or an inter-dealer quotation system.~~

Steven Friedman, our Chief Executive Officer and Director has extended a loan to the Company in the amount of $24,489. The loan has no maturity date and does not bear interest. Mr. Friedman will be repaid by revenues from operations if and when we generate enough revenues to pay the obligation. There exists no formal document or promissory note indicating the loan made by Mr. Friedman.

Mr. Friedman, our Chief Executive Officer and Director has also given us a verbal commitment that he will loan us up to $25,000 as needed to pay any additional expenses. . There can be no guarantee, however, that Mr. Friedman will ever be extend a loan to the company. There will be no due date for the repayment of the funds advanced by Mr. Friedman. Mr. Friedman will be repaid by revenues from operations if and when we generate enough revenues to pay the obligation. The loan will carry a per annum interest rate of five (5%) percent. There are no written agreements with Mr. Friedman. an officer and director of the registrant. Management is of the opinion that the terms of the verbal agreement are as favorable as those that could be obtained from unrelated parties.

~~The registrant leases office space pursuant to an unwritten lease with our Chief Executive Officer and Director Steven Allen Friedman.~~

The aggregate fees billed for each of the last three fiscal years for professional services rendered by the principal accountant for our audit of annual consolidated financial statements and reviews of our interim consolidated financial statements included in our Form 10-Q and Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

As of the date of this Annual Report, the Company does not have an established audit committee. The appointment of John Scrudato CPA was approved by the Board of Directors as the principal auditors for the Company. There are no board members that are considered to have significant financial experience. When independent directors with the appropriate financial background join the board, the board plans to establish an audit committee, which will then adopt an appropriate charter and pre-approval policies and procedures in connection with services to be rendered by the independent auditors.

~~Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits and are incorporated herein by this reference.~~

~~The following reports on Form 8-K were filed during the period covered by this~~

~~31.1 Rule 13a-14(a) Sarbanes-Oxley Sec. 302 certifications of Principal Executive Officer and Chief Financial Officer~~

~~32.1 Certifications of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350~~

~~In accordance with the requirements of the Exchange Act,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned, ~~hereunto~~thereunto duly ~~authorized, this 25day of March, 2015.~~authorized.

~~In accordance with~~Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the

~~1. I have reviewed this annual report on Form 10-K of Realco International, Inc for the period February 14, 2014(inception) through December 31, 2014;~~

~~2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact~~

~~necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with~~

~~3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all~~

~~material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;~~

~~4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures~~

~~(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:~~

~~(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our~~

supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

~~(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed~~

~~under our supervision, 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;~~

~~(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions~~

~~about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such~~

~~(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the~~

registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

~~5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over~~

~~financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):~~

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

~~(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's~~

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Executive Officer of Realco International, Inc. (the "Company") does hereby certify, to the best of such officer's knowledge, that:

1. The Annual Report on Form 10-K of the Company for the year ended December 31, 2014 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

~~2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of~~

Nevada	46-4824543
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	~~(I.R.S. Employer~~ Identification No.)

~~17 Meromei Hosodeh Street~~
~~Kiryat Safer, Modin Illit, Israel~~	~~N/A~~
~~(Address of principal executive offices)~~	~~(Zip Code)~~

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

		~~Page~~

~~Part~~PART I
	Item 1. ~~Business~~	Business.	4
	Item 1A.	Risk ~~Factors~~Factors.	613
Item 1B.	Unresolved Staff Comments.	22
Item 2. ~~Properties~~	14Properties.	22
	Item 3.	Legal ~~Proceedings~~Proceedings.	1422
	Item 4. ~~Submission~~ ~~of Matters to a Vote of Security Holders~~	14Mine Safety Disclosures.	22
~~Part~~PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity ~~Securities~~Securities.	1423
Item 6.	Selected Financial Data.	25
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations. .	1525
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	32
Item 8.	Financial Statements and Supplementary ~~Data~~Data.	1732
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial ~~Disclosures~~Disclosure.	3032
Item 9A.	~~Item 9A(T).~~ Controls and ~~Procedures~~Procedures.	3033
~~Part~~Item 9B.	Other Information.	34
PART III
	Item 10.	Directors, Executive Officers and Corporate ~~Governance~~Governance.	3135
	Item 11.	Executive ~~Compensation~~Compensation.	3236
	Item 12.	Security Ownership of Certain ~~beneficial~~Beneficial Owners and Management and Related Stockholder Matters.	33 39
	Item 13.	Certain Relationships and Related Transactions, and Director ~~Independence~~Independence.	3339
	Item 14.	Principal Accounting Fees and ~~Services~~Services.	3441
PART IV
Item 15.	Exhibits, Financial Statement Schedules	43

~~Part IV~~SIGNATURES
	~~Item 15. Exhibits, Reports on Form 8K and Financial Statement Schedules.~~	34

	~~Signatures~~	3645

	·	Scale – Torrent users, and consequently each data point the Company collects, represent individuals from the vast majority of countries around the world. As a result, the Company is able to measure specific media preferences of populations in most countries, and is not limited to predefined major markets. Clients of the Company are able to gain significant competitive advantages understanding media preferences within new markets they choose to enter with their products (e.g., introducing a new consumer packaged goods into a select province of India or Indonesia).
	·	Granularity – The Company’s Torrent tracking mechanisms are location agnostic, and its incorporated geo-location service is able to identify the physical location of a Torrent user within the accuracy of a few hundred yards. As a result, the Company’s technology is able to determine media preferences on a neighborhood-by-neighborhood level (e.g., television preferences in Manhattan vs Brooklyn), providing clients first of its kind abilities previously unattainable with transactional data.
	·	Transactional Data – Each Torrent user and Torrent transaction the Company collects in its database represents an affirmative action taken by the Torrent user to obtain and watch/listen to the content. The Company believes that it is the only company able to provide transactional media information on a worldwide basis, in every major and developing country.

–	Digital Advertising Delivery
	·	A data pipeline to Digital Advertising Exchanges (an advertising exchange is an automatic platform for selling and buying online advertising inventories where space buyers (advertisers, media agencies, retargeting networks) and suppliers (networks, publisher) meet. An advertising exchange allows automation for buying / selling phases and campaign implementation), enabling direct advertising to Torrent users for clients of said Digital Advertising Exchanges. Utilizing this model, the Company expects that it would receive a royalty payment for each advertising impression shown. The primary advantage of this model is immediate scalability to hundreds (and perhaps thousands) of clients who are already customers of said Digital Advertising Exchanges.
	·	PeerLogix Digital Advertising Server, enabling website owners who are frequented by Torrent users to receive advertising campaigns facilitated by the Company to their websites. Music and entertainment marketers are increasingly appropriating advertising budgets to target users using music streaming services (e.g., Pandora, Spotify), and the Company sees this model as a compliment to such efforts.

	·	An evolving, unpredictable and unproven business model;
	·	An intensely competitive developing market with low barriers to entry;
	·	Rapidly changing technology;
	·	Managing growth;
	·	Dependence on key personnel;
	·	Limited operating capital and limited access to credit; and
	·	Other unforeseen changes and developments.

	·	Implement and successfully execute its business strategy;
	·	Provide superior customer service;
	·	Respond to competitive developments;
	·	Attract, retain and motivate qualified personnel; and
	·	Respond to unforeseen and changing circumstances.

	·	Brand name recognition;
	·	Customer service;
	·	Technological capabilities;
	·	Quality of data;
	·	Ease of use; and
	·	Online availability.

	·	The continued acceptance and use of the Internet and Torrent downloads by consumers;
	·	The ability of the Company to develop and upgrade its systems and infrastructure;
	·	The announcement or introduction of new products and services by the competitors of the Company;
	·	The amount and timing of operating costs and capital expenditures relating to the expansion of the Company’s business, operations and infrastructure; and
	·	General economic conditions and economic conditions specific to the Internet.

	·	actual or anticipated variations in the Company’s operating results or financial condition;
	·	announcements of developments by the Company or its competitors;
	·	regulatory actions regarding the Company’s products
	·	announcements by the Company or its competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
	·	adoption of new accounting standards affecting the Company’s industry;
	·	additions or departures of key personnel;
	·	introduction of new products by the Company or its competitors;
	·	sales of the Company’s Common Stock or other securities in the open market; and
	·	other events or factors, many of which are beyond the Company’s control.

Quarter Ended	High	Low
March 31, 2015	***	***
June 30, 2015	$1.40	$1.25
September 30, 2015	$2.50	$0.40
December 31, 2015	$0.53	$0.44
March 31, 2016	$0.46	$0.01

	For the Year Ended
	December 31, 2015			December 31, 2014
Revenues	$	2,520		$	–
Operating Expenses	$	(1,498,141	)	$	(271,596	)
Other Income (Expense), net	$	(24,893	)	$	(3,563	)
Net Loss	$	(1,520,514	)	$	(275,159	)

	Period ended
	December 31, 2015			December 31, 2014			Increase/ (Decrease)
Current Assets	$	21,271		$	10,544		$	10,727
Current Liabilities	$	297,728		$	200,738		$	96,990
Working Capital Deficit	$	(276,457	)	$	(190,194	)	$	(86,263	)

	(a)	adequate funding, on terms and conditions acceptable to both the Company and the Investor, is made available to the Company and is sufficient to ensure that the Company can execute its business plan; or
	(b)	such funding is not available to the Company, in which case the Company intends to structure a transaction as a result of which either (i) the shares of the Company and a wholly-owned subsidiary of the Company, and the operations thereof shall be returned to the CEO and COO and the Founders Shares shall be cancelled, but the Company shall be entitled to a 10% royalty on sales generated by such operation for five years or (ii) the operations thereof shall be sold to a third party, and the CEO and COO shall become employees thereof or, if not so employed, the unemployed individual shall accept from the Company a cash payment in lieu of such employment equal to $25,000.

	Year Ended
	December 31, 2015			December 31, 2014
Net cash used in operating activities	$	(1,198,829	)	$	(148,950	)
Net cash provided by financing activities	$	1,190,078		$	154,093

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

~~Year Ended December 31, 2014~~
(2)	~~High~~	~~Low~~Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the registrant; and

~~Quarter 2~~(3)	~~N/A~~	~~N/A~~
~~Quarter 3~~	~~N/A~~		~~N/A~~
~~Quarter 4~~	~~N/A~~		~~N/A~~

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

Name	Age	Position
William Gorfein	28	Chief Executive Officer and Director
Joshua Partridge	29	Chief Operating Officer, Secretary & Director
Charles Gonsher	29	Chief Accounting Officer
Timothy Askew	66	Director
Kevin Richardson	47	Director

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
William Gorfein	2015	$121,301	$0					$121,301
(CEO and director (1)	2014	$23,952	$0					$23,952

Joshua Partridge	2015	$77,851	$0					$77,851
(COO, Secretary and director)	2014	$2,100	$0					$2,100

Charles Gonsher	2015	$33,808	$0					$33,808
(CAO) (4)

Steven Allen Friedman	2015	$0	$0					$0
(Former CEO anddirector) (5)	2014	$0	$0					$0

Jay Lasky	2015	$0	$0					$0
(Former CEO and director)(6)

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned		% of Shares of Common Stock Beneficially Owned
William Gorfein		6,662,042		28.54%
Joshua Partridge		6,662,042		28.54%
Kevin Richardson		Null
Timothy Askew		125,002		*

All directors, director appointees and executive officers as a group (4 persons)		13,449,086		57.61%

5% or greater stockholder
Offer Attia 217 Forest Avenue New Rochelle, NY 10804		1,199,822		5.14%
Attia Investments, LLC (1) (2) 217 Forest Ave New Rochelle, NY 10804		1,512,500		6.12%
GlaBro US Holdings, LLC (3) 700 White Plains Suite 317 Scarsdale NY 10583		1,166,350		5.00%

Fee Category	2015		2014
Audit Fees	$	72,000	$	68,500
Audit-Related Fees	$	–	$	–
Tax Fees	$	–	$	–
All Other Fees	$	–	$	–
Total Fees	$	72,000	$	68,500

Exhibit Number		Description of Exhibits
3(i)(1)		Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 as filed with the SEC on March 26, 2014)
3(i)(2)		Certificate of Incorporation and Amendment (Incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K as filed with the SEC on August 17, 2015)
3(i)(3)		Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed with the SEC on September 10, 2015)
3(ii)(1)		Bylaws (Incorporated by reference to Exhibit 3.4 to the Current Report on Form 8-K as filed with the SEC on August 17, 2015)
16.1		Letter from Scrudato & Co., PA to the Securities and Exchange Commission, dated April 14, 2016 *
31.1		Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer *
31.2		Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer*
32.1		Section 1350 Certification of Chief Executive Officer and Principal Financial Officer *
101		Interactive Data Files *
101.SCH		Extension Schema Document *
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document *
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document *
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document *
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document *

Contents		Page(s)

Report of Independent Registered Public Accounting Firm		F-1

Consolidated Balance Sheets at December 31, 2015 and 2014		F-2

Consolidated Statements of Operations for the Years Ended December 31, 2015 and 2014		F-3

Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2015 and 2014		F-4

Consolidated Statements of Cash Flows for the Years Ended December 31, 2015 and 2014		F-5

Notes to the Consolidated Financial Statements		F-6 – F-15

	December 31, 2015			December 31, 2014
Assets

Current Assets:
Cash	$	1,298		$	10,049
Prepaid expenses and other current assets		19,973			495
Total Current Assets		21,271			10,544


Total Assets	$	21,271		$	10,544

Liabilities and Stockholders' Deficiency

Current Liabilities:
Accounts payable and accrued liabilities	$	249,080		$	74,973
Demand loans payable		15,000			15,000
Current maturities of notes payable - related party		–			56,158
Current maturities of convertible notes payable		–			25,000
Loans payable - officers		33,648			29,607
Total Current Liabilities		297,728			200,738

Long-Term Liabilities:
Convertible notes payable, net of current maturities		–			58,000
Total Long-Term Liabilities		–			58,000

Total Liabilities		297,728			258,738

Commitments and Contingencies

Stockholders' Equity (Deficiency)
Preferred stock par value $0.001: 10,000,000 shares authorized; no shares issued or outstanding as of December 31, 2015 and 2014		–			–
Common stock par value $0.001: 100,000,000 shares authorized;23,107,535 shares issued and outstanding as of December 31, 2015;16,000,002 shares issued and outstanding as of December 31, 2014		23,108			16,000
Additional paid in capital		1,245,416			(239,727	)
Accumulated deficit		(1,544,981	)		(24,467	)
Total Stockholders' Deficiency		(276,457	)		(248,194	)

Total Liabilities and Stockholders' Deficiency	$	21,271		$	10,544


REALCO INTERNATIONAL, INC.
BALANCE SHEET


				December 31, 2014
				(Audited)
Assets
Current assets
	Cash and cash equivalents		$	11,536
		Total Current assets		11,536
		��

	Total Assets		$	11,536
Liabilities and Equity(Deficit)

Current liabilities
	Related Party Officer Loans		$	24,489
		Total Current Liabilities		24,489

Commitments and Contingencies - Note 6
REALCO INTERNATIONAL, INC. Shareholders' Equity(Deficit)
	Common Stock, $0.00001 par value; 25,000,000 shares authorized at
		12/31/14, 18,990,000 issued and outstanding at 12/31/2014.
	Common Stock			190
	Contributed capital in excess of par			22,110
	Accumulated deficit			(35,253)
		Total Equity		(12,953)
	Total Liabilities and Equity(Deficit)		$	11,536

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


REALCO INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS

	For the period February 14, 2014 (Inception) to December 31, 2014
		(Audited)

Revenues	$	23,750

Operating Expenses		59,003

Net Income(Loss) from Operations		(35,253)

Other Income(Expenses)
Interest Expense		0

Net Income(Loss) from Operations
Before Income Taxes		(35,253)

Tax Expense		0

Net Income(Loss)	$	(35,253)

Basic and Diluted Loss Per Share	$	(0.005)

Weighted average number
of shares outstanding	$	7,713,962

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

	For the Years Ended
	December 31, 2015			December 31, 2014

Revenue	$	2,520		$	–

Operating expenses
Compensation		294,875			26,052
Research and development		293,516			57,407
Professional fees		704,718			126,411
General and administrative		205,032			61,726
Operating expenses		1,498,141			271,596

Loss from operations		(1,495,621	)		(271,596	)

Other income (expense)
Interest expense		(24,962	)		(3,563	)
Interest income		69			–

Other income (expense)		(24,893	)		(3,563	)

Net loss	$	(1,520,514	)	$	(275,159	)

Net loss per common share - basic and diluted	$	(0.08	)	$	(0.02	)

Weighted average common shares outstanding - basic and diluted		19,117,099			15,819,212


REALCO INTERNATIONAL, INC.
STATEMENT OF CASH FLOWS

	For the period February 14, 2014 (Inception)to December 31, 2014
		(Audited)
Cash flows from operating activities:
Net income (loss)	$	(35,253)
Net cash used in operating activities		(35,253)

Cash flows from investing activities:
Acquisition of equipment		0
Net cash provided(used) by investing activities		0

Cash flows from financing activities:
Common stock issued		22,300
Proceeds from loans		0
Proceeds from related party loans		24,489
Net cash provided(used) by financing activities		46,789

Increase in cash and equivalents		11,536

Cash and cash equivalents at beginning of period		0

Cash and cash equivalents at end of period	$	11,536

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

															Additional						Total
	Class A Units						Preferred Stock				Common Stock				Paid-in			Accumulated			Stockholders'
	Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Deficiency

Balance, December 31, 2013		10,472		$	45,000			–	$	–		–	$	–	$	–		$	(82,072	)	$	(37,072	)

Class A units issued for services		698			64,037			–		–		–		–		–			–			64,037

Recapitalization from LLC to corporation		(11,170	)		(109,037	)		–		–		16,000,002		16,000		(239,727	)		332,764			–

Net loss		–			–			–		–		–		–		–			(275,159	)		(275,159	)

Balance, December 31, 2014		–			–			–		–		16,000,002		16,000		(239,727	)		(24,467	)		(248,194	)

Common stock and warrants issued for cash		–			–			–		–		2,683,336		2,683		1,507,318			–			1,510,001

Common stock and warrants issued for settlement of convertible notes		–			–			–		–		174,566		175		90,987			–			91,162

Related party loan forgiven		–			–			–		–		–		–		2,577			–			2,577

Common stock issued for services		–			–			–		–		250,000		250		149,750			–			150,000

Warrants issued for services		–			–			–		–		–		–		126,000			–			126,000

Stock issuance costs		–			–			–		–		–		–		(387,489	)		–			(387,489	)

Common stock issued in reverse recapitalization		–			–			–		–		3,999,631		4,000		(4,000	)		–			–

Net loss		–			–			–		–		–		–		–			(1,520,514	)		(1,520,514	)

Balance, December 31, 2015		–		$	–			–	$	–		23,107,535	$	23,108	$	1,245,416		$	(1,544,981	)	$	(276,457	)


~~REALCO INTERNATIONAL, INC.~~
~~(A DEVELOPMENT STAGE COMPANY)~~
~~STATEMENT OF CASH FLOWS - CONTINUED~~


		~~For the period February 14, 2014 (Inception) to December 31, 2014~~
			~~(Audited)~~

	~~SUPPLEMENTAL DISCLOSURE OFCASH FLOW INFORMATION~~

		$	0

	~~SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES~~

	~~Capital stock split adjustment~~	$	~~(169)~~


~~"The accompanying notes are an integral part of these financial statements"~~

REALCO INTERNATIONAL, INC.
STATEMENT OF STOCKHOLDER'S EQUITY
(A DEVELOPMENT STAGE COMPANY)
FOR THE PERIOD ENDED FEBRUARY 14, 2014(INCEPTION), THROUGH DECEMBER 31, 2014
(Audited)



	Common Stock		Common Stock					Accumulated
	Shares		Amount		ACIP			Deficit		Total

Initial Balances February 14, 2014(inception)	0	$	0	$	0	$	$	0	$	0
Capital stock issuance	18,990,000		50		22,250			0		22,300
Stock split adjustment	0		140		(140)			0		0
Net Income 2/14/2014 to 12/31/2014	0		0		0.00			(35,253)		(35,253)

Balances December 31, 2014	18,990,000	$	190	$	22,110	$	$	(35,253)	$	(12,953)

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

Name of consolidated subsidiary or entity	State or other jurisdiction of incorporation or organization	Date of incorporation or formation (date of acquisition, if applicable)	Attributable interest

Peerlogix Technologies, Inc.	Delaware	December 9, 2014 (August 14, 2015)	100%
IP Squared Technologies Holdings, LLC	Delaware	November 20, 2012 (December 9, 2014)	100%

	December 31,
	2015		2014
Warrants		2,951,669		–
Convertible promissory notes		–		96,248
Total		2,951,669		96,248

Level 1		~~12/31/2014~~Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

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

~~U.S statutory rate~~Level 3		~~34.00%~~
~~Less valuation allowance~~			~~(34.00%)~~

~~Effective tax rate~~			~~0.00%~~Pricing inputs that are generally unobservable inputs and not corroborated by market data.

	12/31/2014
Deferred tax assets

Net operating losses	$	(35,253)

Deferred tax liability

Net deferred tax assets		(11,986)
Less valuation allowance		11,986

Deferred tax asset - net valuation allowance	$	0

	December 31, 2015		December 31, 2014
Convertible notes payable	$	–	$	83,000

Less: current maturities		–		(25,000	)

Convertible notes payable, net of Current maturities	$	–	$	58,000