(2)

Recent Accounting Pronouncements

With the exceptionFor purposes of the potential for accounting treatment accordedstatements of cash flows, we consider all highly liquid instruments purchased with a maturity of three months or less to discontinued operations, there are no new accounting pronouncements for which adoption is expected to have a material effect on our financial statements in future accounting periods.

be cash equivalents.

 (3)

Basic and Diluted Income (Loss) Per Share

The Company calculates basic and diluted income (loss) per share as required by the FASB Accounting Standards Codification. Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods when we report a net loss, anti-dilutive common stock equivalents are not considered in the computation.  We did not have any dilutive common stock equivalents during any of the three or nine month periods ended September 30, 2015 and 2014.

(4)

Spare Parts and Supplies

Spare parts and supplies include engine parts, tires, and other supplies used in the racecar operations and are recorded at the lower of cost or market, on a first-in, first-out basis.

(5)

Property and Equipment

Property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the respective assets, ranging from 3 to 10 years. Major additions are capitalized, while minor additions and maintenance and repairs, which do not extend the useful life of an asset, are expensed as incurred.  Depreciation expense approximated $40,000

Long Lived Assets

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and $68,000its eventual disposition is less than its carrying amount. As at September 30, 2020, we did not have any long lived assets.

Revenue Recognition

On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. The updated guidance, and subsequent clarifications, collectively referred to as ASC 606, require an entity to recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue.

Revenue is recognized when the following criteria are met:

The Company did not generate any revenue during the respectivethree and nine month periodsmonths ended September 30, 20152020 and 2014,2019.

Use of Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make certain estimates and $13,500assumptions that affect the reported amounts of assets and $23,000 duringliabilities and disclosure of contingent assets and liabilities at the respectivedate of the financial statements. The reported amounts of revenues and expenses may be affected by the estimates that management is required to make. Actual results could differ from those estimates.

Advertising Costs

Advertising costs are charged to operations when the advertising first takes place. We did not have any advertising costs charged to operations for the three month periodsand nine months ended September 30, 20152020 and 2014.

2019.

 (6)

Stockholders’ DeficitFair Value of Financial Instruments

At September 30, 2020, our short-term financial instruments consist primarily of cash, accounts payable, accrued liabilities and advances from a shareholder. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities.

We do not hold or issue financial instruments for trading purposes nor do we hold or issue interest rate or leveraged derivative financial instruments.

Income Taxes

We compute income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under ASC-740, deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

We follow guidance in FASB ASC Topic 740-10, Accounting for Uncertainty in Income Taxes, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

We do not believe we have taken any uncertain tax positions on any of our open income tax returns filed through the three and nine months ended September 30, 2020. Our methods of tax accounting are based on established income tax principles in the Internal Revenue Code and are properly calculated and reflected within our income tax returns. Due to the carryforwards of net operating losses, all of our federal and state income tax returns remain subject to audit.

Stock-Based Compensation

We recognize stock-based compensation in accordance with FASB ASC 718, Stock Compensation. ASC 718 requires that the cost resulting from all share-based transactions be recorded in the financial statements. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The Statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.

Basic Loss Per Share

We calculate basic loss per share in accordance with ASC Topic 260, Earnings per Share. Basic loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is calculated by dividing net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding. During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive.

Recent Accounting Pronouncements

We do not believe any recently issued accounting standards will have a material impact on our financial statements.

Note 3. Property and Equipment

Property and equipment consist of the following at September 30, 2020 and December 31, 2019:

Depreciation charged to operations was nil and $72 for the three and nine months ended September 30, 2020 and $72 and $215 for the three and nine months ended September 30, 2019, respectively.

On April 1, 2020, the Company wrote off all office equipment as a result of the change in control. These fixed assets were still in use by the former major shareholders after change in control and were not transferred to the Company. The total book value of $543 of the office equipment therefore was wrote off and recorded as a loss for the nine months ended September 30, 2020.

Note 4. Notes Payable

Notes payable at December 31, 2019 represented promissory notes issued during 2018 with aggregate principal amounts of $241,067. These notes bore a simple interest at 12.0% and were due and payable for varying terms ranging from one to two years after their issuance. The notes were convertible to shares of common stock of the Company at a conversion price per share of $0.8 per share ($0.008 per share before the Reverse Stock Split as defined below), subject to adjustments for stock splits and combinations.

During the three months ended March 31, 2020, these promissory notes were converted to shares of common stock. The balance of $271,642 in notes payable with interest accrued was converted into shares of common stock (refer to Note 5 below).

Note 5. Equity

Reverse Stock Split

In May 2020, the Company effected a reverse stock split whereby each 100 issued and outstanding shares of common stock were consolidated into one share of common stock and each 100 issued and outstanding shares of preferred stock were consolidated into one share of preferred stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, additional 391 shares were issued due to round-up effects.

Common Stock

In January 2020, the Company converted its outstanding convertible notes into shares of common stock. The $271,642 in notes payable with interest accrued was converted into 339,553 (33,955,250 before the Reverse Stock Split) shares of common stock at a price of $0.8 per share ($0.008 per share before the Reverse Stock Split).

In February 2020, the Company issued 710,000 (71,000,000 before the Reverse Stock Split) shares of common stock at the equivalent price of $0.1 per share ($0.001 per share before the Reverse Stock Split) to its former Chief Executive Officer and President, Tim Shannon, to settle $33,000 accrued compensation expenses at December 2014, we agreed31, 2019 and $38,080 total compensation expenses and other expenses paid by Tim Shannon in fiscal 2020.

There were no treasury stock transactions during the nine months ended September 30, 2020. During the nine months ended September 30, 2019, the Company redeemed 6,223 (622,300 before the Reverse Stock Split) shares of common stock at a cost of $19,622.

Preferred Shares

In February 2020, 10,000 (1,000,000 before the Reverse Stock Split) shares of Series A preferred shares were converted into 100,000 (10,000,000 before the Reverse Stock Split) shares of common stock.

Additional Paid-in-capital

During the nine months ended September 30, 2020, the Company received capital contribution of $33,009 from its shareholder for working capital uses. The capital contribution was recorded in additional paid-in-capital.

During the three months ended March 31, 2020, Tim Shannon forgave the $19,443 shareholder advance balance that the Company owed to grant 10,000,000him. Since this was a forgiveness of related party loan, the gain from the forgiveness of the loan was treated as a capital transaction and the amount was recorded in additional paid-in-capital.

No compensation cost was recognized during the nine months ended September 30, 2020 or 2019 as a result of stock options. We had no exercisable options outstanding at September 30, 2020.

Note 6. Related Party Transaction

During the fourth quarter of 2018 and first quarter of 2019, certain shareholders and affiliates of shareholders provided funds in the aggregate principal amount of $241,067 to the Company in exchange for promissory notes bearing a simple interest at 12% per annum and varying maturity dates ranging from one to two years from the date of issuance. These notes were convertible to shares of common stock at $0.8 per share ($0.008 per share before the Reverse Stock Split).

In February 2020, the Company issued 710,000 (71,000,000 before the Reverse Stock Split) shares of common stock at the equivalent price of $0.1 per share ($0.001 per share before the Reverse Stock Split) to its former Chief Executive Officer and President, Tim Shannon, to settle $33,000 accrued compensation expenses at December 31, 2019 and $38,080 total compensation expenses and other expenses paid by Tim Shannon on behalf of the Company during 2020.

During the three months ended March 31, 2020, Tim Shannon forgave the $19,443 shareholder advance balance that the Company owed to him and the amount forgiven was recorded in additional paid-in capital.

During the three and nine months ended September 30, 2020, the Company received $14,747 and $33,009 capital contributions, respectively, from Tim Shannon for working capital uses.

During the three and nine months ended September 30, 2020, the Company received advances of $28,376 and $95,600, respectively, from its current major shareholder, Huihe Zheng, to support its operations. The total shareholder advance balance in the amount of $95,600 as of September 30, 2020 is a non-interest bearing loan and due on demand.

Note 7. Subsequent Events 

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2020 has determined, other than the event disclose below, that it does not have any other material subsequent events to disclose in these financial statements:

On October 21, 2020, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with QDM Holdings Limited, a BVI company (“QDM BVI”), and Huihe Zheng, the sole shareholder of QDM BVI (the “QDM BVI Shareholder”), who is also the principal stockholder, Chairman and Chief Executive Officer of the Company, to acquire all the issued and outstanding capital stock of QDM BVI in exchange for the issuance to the QDM BVI Shareholder 900,000 shares of a newly designated Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Shares”), with each Series C Preferred Share initially being convertible into 11 shares of our common stock, par value $0.0001 per share (the “Common Stock”), subject to the brother in law of our Presidentcertain adjustments and CEO as consideration for his assistance with the development of a new business opportunity (see Basis of Presentation and Going Concern above)limitations (the “Share Exchange”). The shares were issued in January 2015.   Share Exchange closed on October 21, 2020.

(7)

Sale of Race Car

In January 2015 we soldAs a race car for approximately $106,700 and used substantially allresult of the proceedsconsummation of the Share Exchange, the Company acquired QDM BVI and its indirect subsidiary, YeeTah Insurance Consultant Limited, a Hong Kong corporation, an insurance brokerage company primarily engaged in the sales and distribution of insurance products in Hong Kong.

The Company filed a Current Report on Form 8-K with the SEC on October 27, 2020, announcing the consummation of the Share Exchange (the “Super 8-K”). The Super 8-K contains descriptions of the business and results of operations of QDM BVI and its subsidiaries, including the audited financial statements of QDM BVI as of March 31, 2020 and 2019 and for the years then ended and the unaudited financial statements for the three months as of June 30, 2020 and 2019 and for the quarters then ended. The Super 8-K also includes pro forma financial statements giving effect to satisfy approximately $100,000the Share Exchange. The financial statements for QDM BVI and its subsidiaries for the three and six months ended September 30, 2020 and 2019 are expected to be filed by an amendment to the Super 8-K.

On November 11, 2020, the Company’s board approved to issue an aggregate of indebtedness related20,000 shares of common stock to such race car.its directors and officers as equity compensation for services they provide in 2020.

ITEM 2.  Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Trends and Uncertainties.  We have suffered declining revenues and recurring losses from operations, and have stockholder and working capital deficits, as well as minimal cash, at September 30, 2015.     Because ofThe following discussion should be read in conjunction with our interim financial statements, including the notes thereto, appearing elsewhere in this and because we do not anticipate being able to reverse the downward trendReport. The following discussion should also be read together with respect to revenues, weour Current Report on Form 8-K filed a proxy statement with the SEC on October 27, 2020, as may be amended from time to put forwardtime (the “Super 8-K”), which contains disclosures on the Share Exchange and the business we acquired as more fully discussed below. Our interim financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

We were a telemedicine company that provides Connect-a-Doc telemedicine kits to schools. Our services aimed to provide an effective and affordable alternative to schools that desire to provide a higher level of healthcare to their students but are unable to keep a full-time school nurse available.

Following the change in control in March 2020, we planned to conduct insurance brokerage business in Hong Kong, through either formation or acquisition of an existing insurance brokerage business. To implement our business plan, during the three months ended September 30, 2020, we engaged professionals (legal counsel and accountants) to evaluate the optimal corporate structure for our new business and conduct due diligence on a potential target.

On October 21, 2020, we entered into a share exchange agreement (the “Share Exchange Agreement”) with QDM Holdings Limited, a BVI company (“QDM BVI”), and Huihe Zheng, the sole shareholder votes to (i) allowof QDM BVI (the “QDM BVI Shareholder”), who is also our Presidentprincipal stockholder and CEOserves as our Chairman and Chief Executive Officer, to acquire substantially all the issued and outstanding capital stock of our assets, and assume substantially all of our liabilitiesQDM BVI in exchange for the issuance to the QDM BVI Shareholder 900,000 shares of a note receivable of $200,000 and (ii) to change the namenewly designated Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Shares”), with each Series C Preferred Share initially being convertible into 11 shares of our companycommon stock, subject to 24/7 Kid Doc, Inc.    In connection therewith,certain adjustments and limitations (the “Share Exchange”). The Share Exchange closed on November 9, 2015, our shareholders voted to approve bothOctober 21, 2020.

As a result of these proposals, and we anticipate that such transaction will be consummated prior to December 31, 2015.   Notwithstanding such transaction, and assuming we meet the criteria for extinguishment of our liabilities in accordance with GAAP (for which there can be no assurance), we could remain contingently liable for any liabilities existing as of the date of the transaction that are not satisfied by the acquirer.  

Pursuant to a consulting agreement we entered with Dr. Norberto Benitez in January 2015, he will be providing his expertise in establishing our new business plan. The new business plan is to create a franchise that will deliver pediatric  services to children 24 hours a day, 7 days a week.  In addition, we will be looking to provide these same services via the Internet to people throughout the world, especially in places where it is difficult to have available pediatric doctors.  Subsequent to the consummation of the sale,Share Exchange, we will no longer draw any revenues fromacquired QDM BVI and its indirect subsidiary, YeeTah Insurance Consultant Limited, a Hong Kong corporation, an insurance brokerage company primarily engaged in the racingsales and distribution of insurance products in Hong Kong. Following the closing of the transaction, we have assumed the business operations nor will we provide any capital to supportof QDM BVI and its operations.  While we do not anticipate having significant cash outlays until we implement oursubsidiaries. See the Super 8-K for more information on the business plan, there can be no assurance that such model will result in profitableand results of operations and/or that we will be able to obtain the debt or equity financing necessary to pay our expenses.  Either of these factors could result in us having difficulty continuing as a going concern.    The accompanying financial statements do not include any adjustments relating to the recoverability and classificationQDM BVI.

Results of recorded asset amounts or the amounts and classification of liabilities should we be unable to continue as a going concern.  Operations

Capital Resources and Source of Liquidity.  

We used cash in operating activities of $172,949did not generate any revenue for the three and nine months ended September 30, 2015.  

We used cash2020 and 2019 because we were not able to market our products and services effectively, or at all. After the change of control occurred in operating activitiesMarch 2020, we were in the process of $295,808 forimplementing our new business plan (refer to “Overview” above) and hence no revenue was generated after the nine months endedchange in control in March 2020 to September 30, 2014.2020.

For the nine months ended September 30, 2015,2020, we received proceedsincurred $150,687 in general and administrative expenses, $2,365 in interest expenses for convertible promissory notes, and net $17 in other expenses. As a result, we had net loss of $106,700 from the disposal of a race car held$153,069 for sale.   We did not pursue any investing activities during the nine months ended September 30, 2014.2020.

For the nine months ended September 30, 2015,2019, we repaid debt primarily related to the race car thatincurred $194,721 in general and administrative expenses and $20,918 in interest expenses for convertible promissory notes. As a result, we sold, and stockholder advances,had net loss of approximately $100,000 and $10,000, respectively.   Comparatively,$215,639 for the nine months ended September 30, 2014, we repaid long-term debt of $20,761.2019.

Because we have minimal cashOur expenses during 2020 were primarily expenses involved in general operating expenses including audit, accounting, officer compensation and legal expenses to maintain the Company as a significant working capital deficit atreporting company. The decrease in expenses the nine months ended September 30, 2015, we anticipate that we will need2020 compared to generate additional capital (either through positive resultsthe same period of operations or debt or equity infusions)2019 was due to meet our obligations forless officer and employee expenses were incurred due to the next year.

9

Results of Operations – Three Months Endedchange in control. In the nine months ended September 30, 20152020, we incurred $51,000 less officer and 2014employee expenses since our officers did not take compensation after the change in control and we had no employees during 2020. In addition, we incurred less travel expenses and office expenses in 2020 mainly as a result of change in control.

For the three months ended September 30, 20152020, we had sales of $390,591.  Our cost of sales and services was $246,125, resultingincurred $29,500 in a gross profit of $144,466.  We incurred general and administrative expenses of $267,103.  We recognized interest income of $1 and incurred interest expenses of $3,370.expenses. As a result, we had a net loss of $126,006$29,500 for the three months ended September 30, 2015.2020.

Comparatively,For the three months ended September 30, 2019, we incurred $40,787 in general and administrative expenses and $7,292 on interest expenses accrued on the convertible promissory notes. As a result, we had net loss of $48,079 for the three months ended September 30, 2014, we had sales of $622,655.  Our cost of sales and services was $297,831, resulting2019.

The decrease in a gross profit of $324,824.  We incurred $313,693 in general and administrative expenses.  We recognized interest income of $13, other income of $411 and incurred interest expenses of $3,047.  As a result, we had net income of $8,508 for the three months ended September 30, 2014.

The decline2020 compared to the same period of 2019 was due to less officer and employee expenses were incurred due to the change in operating results forcontrol. In the three months ended September 30, 2015 compared to2020, we incurred less officer and employee expenses since our officers did not take compensation after the threechange in control and we had no employees following the change of control until our acquisition of QDM BVI. In addition, we incurred less travel expenses and office expenses in the nine months ended September 30, 2014 primarily resulted from2020 as a significant decrease in sales which decreased primarily from the declining popularity of NASCAR, and also becauseresult of the losschange in control.

Liquidity and Capital Resources

As of the Dale Jarrett name which occurred in early 2015. In addition, certain new competitors were offering their services at significantly discounted prices through such sites as Groupon and Living Social.

Results of Operations – Nine Months Ended September 30, 20152020, the Company had cash balance of $157 as compared to $1,557 as of December 31, 2019.

As of September 30, 2020, the Company had total liabilities of $95,600 and 2014an accumulated deficit of $9,081,796. As of December 31, 2019, the Company had total liabilities of $321,720 and an accumulated deficit of $8,928,727.

Cash Flows from Operating Activities

For the nine months ended September 30, 2015, we had sales of $1,150,192.  Our cost of sales and services2020, net cash used in operating activities was $585,874, resulting$130,009, which is mainly the result of:

Net cash used in a gross profit of $564,318.  We incurred general and administrative expenses of $796,822.  We recognized interest income of $35, other income of $411 and incurred interest expense of $10,401 and incurred a loss on the disposal of property of $5,600.  As a result, we had net loss of $248,470operating activities for the nine months ended September 30, 2015.2019 was $192,173, which is mainly the result of:

Comparatively, forCash Flows from Financing Activities

For the nine months ended September 30, 2014, we had sales2020, net cash generated by financing activities was $128,609, due to: 1) shareholder capital contributions of $1,897,044.  Our cost$33,009; and 2) shareholder advances of sales was $908,966, resulting in a gross profit of $988,048.  We incurred general and administrative expenses of $938,571.  We recognized interest income of $702 and incurred interest expenses of $12,631.  As a result, we had net income of $37,959 for$95,600.

For the nine months ended September 30, 2014.

The decline in operating results2019, net cash generated by financing activities was $124,829 due to: 1) proceeds of $125,008 from notes payable; 2) proceeds of $19,443 from shareholder advances; and 3) payment of $19,622 for the nine months ended September 30, 2015 comparedbuyback of the Company’s common stock.

Our future capital requirements will depend on numerous factors including, but not limited to, the nine months ended September 30, 2014 primarily resultedimplementation of our new business plan in Hong Kong. We expect to depend on financing from our majority shareholder to meet our current minimal operating expenses. As we are a significant decrease in sales which decreased primarilystart-up company, our operating expenses are limited and discretional based on the availability of our funds. Management believes that the financing from our majority shareholder will support our planned operations over the declining popularity of NASCAR, becausenext 12 months.

Material Commitments

We have no material commitments for the next twelve months. We will, however, require additional capital to meet our liquidity needs.

Off-Balance Sheet Arrangements

As of the lossdate of the Dale Jarrett name as mentioned above, and because certain new competitors were offering their services at significantly discounted prices through such sites as Groupon and Living Social.this Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3.Quantitative and Qualitative Disclosures Aboutabout Market RiskRisk.

Not applicable for smaller reporting companies.applicable.

10

Item 4.Controls and ProceduresProcedures.

DuringDisclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods endedspecified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our chief executive officer and chief financial officer (the “Certifying Officers”) or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision of our Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”), we evaluated 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 Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of September 30, 2015 and December 31, 2014 we concluded that2020 due to the material weakness in our internal control over financial reporting, was not effectivewhich are indicative of many small companies with small staff: (i) lack of proper segregation of duties and risk assessment process; (ii) lack of formal documentation in internal controls over financial reporting; and (iii) lack of independent directors and an audit committee. We will devote resources to provide reasonable assurance regarding the reliability ofremediate these material weaknesses as we grow and such resources required for implementing proper internal controls for financial reporting and the preparation of financial statements for external reporting purposesare available.

Changes in accordance with U.S. generally accepted accounting principles asInternal Control over Financial Reporting

There were no changes in our small size does not allow us to provide for the desired segregation of control functions, and/or allow us to hire accounting personnel that have a thorough understanding of SEC rules and regulations and such accounting principles.   Furthermore, we do not have an audit committee with an independent financial expert.  Finally we had a material weakness during such quarters with regard to limitations in the capacity of our accounting resources to identify and react in a timely manner to certain transactions as well as the adequate understanding of the disclosure requirements related to these transactions.   

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, we conducted an evaluation of disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of June 30, 2015.   Based on this evaluation, our chief executive officer and principal financial officers have concluded there  was no  change in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the currentfiscal quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Company'sour internal control over financial reportingreporting.

Remediation of Material Weaknesses in Internal Control over Financial Reporting

We have not established adequate financial reporting monitoring activities to mitigate the risk of missed financial statement adjustments and disclosures relative to transactions that are other than routine for the reasons mentioned above.  In addition, and unless results of operations improve considerably, we do not currently anticipate that we will have the available cash flow to remediate this weakness.

11

PART II - OTHER INFORMATION

Item 1.Legal ProceedingsProceedings.

None

We are not currently a party to any material legal or administrative proceedings. We may from time to time be subject to legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.

Item 1A.Risk Factors  Factors.

Not applicable for

We are a smaller reporting companiescompany and accordingly we are not required to provide information required by this Item.

Item 2.Unregistered Sales of Equity Securities and Use of ProceedsProceeds.

None

None.

Item 3.Defaults Upon Senior Securities.

None

None.

Item 4.Mine Safety DisclosuresDisclosures.

Not Applicableapplicable.

Item 5.   5.Other InformationInformation.

Ronda Robertson resigned as Chief Operating Officer and Glenn Jarrett resigned form the Board of Directors and as Corporate Treasurer effective August 6, 2015.

Not applicable.

Item 6.   ExhibitsExhibits.

Exhibit 31* - Certifications

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002SIGNATURES

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

12

SIGNATURES

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

Dated: November 20, 2015