B4MC Gold Mines, Inc. (formerly

(formerly known as Heavenly Hot Dogs, Inc.)

(An Exploration Stage Company)

Notes to Unaudited Condensed Financial Statements

As of SeptemberJune 30, 20132014

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited condensedThese financial statements have been prepared in accordance withare presented on the rules and regulations (s-x)accrual basis of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations,accounting in accordance with generally accepted accounting principles.

principles in the United States of America. It is management's opinion however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statementsstatement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated December 31, 2012 financial statements and footnotes thereto included in the Company’s SEC Form 10-K.

(B) Organization

B4MC Gold Mines, Inc. (formerly known as Heavenly Hot Dogs, Inc.) (an exploration stage company) was organized under the laws of the State of Delaware on April 2, 1987.  In June 2000, the Company changed its domicile from Delaware to Nevada.  The Company attempted to sell franchises for the retail sale of its Chicago style hot dogs. The Company discontinued these operations during 1990 and had been inactive since that time until its acquisition of Trapper’s Pizza, Inc. on July 1, 2002. In March 2003, the Company rescinded the acquisition of Trapper’s Pizza, Inc.  During the quarter ended September 30, 2013, the Company decided to redirect its business focus toward precious metal mineral acquisition and exploration.

Activities during the exploration stage are anticipated to include developing the business plan and raising capital.

The Company is in the exploration stage in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 915 and SEC Industry Guide No. 7 addressing issues in mining operations.

On October 10, 2013, the Company amended its articles of incorporation to change its name to B4MC Gold Mines, Inc.

(B)(C) Stock Split

On November 12, 2013, the Company implemented a 3 for 1 forward stock split. Upon effectiveness of the stock split, each shareholder received 3 shares of common stock for every share of common stock owned as of November 2, 2013. All share and per share references have been retroactively adjusted to reflect this 3 to 1 forward stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the stock split as if it occurred on the first day of the first period presented.

(D) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required 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 and expenses during the reported

period. Significant estimates include valuation of in kind contribution of interest and services and the valuation of deferred tax assets. Actual results could differ from those estimates.

(C)(E) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At SeptemberJune 30, 20132014 and December 31, 2012,2013, the Company had $0 and $0 in cash equivalents.

(D) Exploration and Development Costs

Costs of acquiring mining properties and any exploration and development costs are expensed as incurred unless proven and probable reserves exist and the property is a commercially mineable property in accordance with FASB Accounting Standards Codification No. 930, Extractive Activities- Mining. Mine development costs incurred either to develop new gold and silver deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company intends to evaluate, at least annually, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

5

B4MC Gold Mines, Inc. (formerly known as Heavenly Hot Dogs, Inc.)

(An Exploration Stage Company)

Notes to Unaudited Condensed Financial Statements

As of September 30, 2013

The Company capitalizes costs for mining properties by individual property and defers such costs for later amortization only if the prospects for economic productions are reasonably certain.

Capitalized costs are expensed in the period when the determination has been made that economic production does not appear reasonably certain.

During the nine months ended September 30, 2013 and 2012, the Company recorded exploration costs of $0 and $0, respectively.

(E) Property and Equipment

The Company values property and equipment at cost and depreciates these assets using the straight-line method over their expected useful life. The Company uses a three year life for equipment, its only category of depreciable property and equipment. The property has not yet been placed in service, so no depreciation has been recorded.

In accordance with FASB Accounting Standards Codification No. 360, Property, Plant and Equipment, the Company carries long-lived assets at the lower of the carrying amount or fair value. Impairment is evaluated by estimating future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash flow is less than the carrying amount of the assets, an impairment loss is recognized. Fair value, for purposes of calculating impairment, is measured based on estimated future cash flows, discounted at a market rate of interest.

There were no impairment losses recorded during the nine months ended September 30, 2013 and 2012, respectively.

(F) Loss Per Share

The following data show the amounts used in computing loss per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the periods ended September 30, 2013 and 2012:

Dilutive loss per share was not presented, as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.

(G) Revenue Recognition

The Company recognizeswill recognize revenue on arrangements in accordance with FASB Accounting Standards Codification No. 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured.

(G) Loss Per Share

Earnings (Loss) Per Share – The basic computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with ASC Topic No. 260, "Earnings Per Share." (See Note 5)

(H) Dividends

The Company has, at the present time, not yet entered intopaid any contractual obligation to deliver ore product or finished metals.dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

6

B4MC Gold Mines, Inc. (formerly

(formerly known as Heavenly Hot Dogs, Inc.)

(An Exploration Stage Company)

Notes to Unaudited Condensed Financial Statements

As of SeptemberJune 30, 20132014

(H)(I) Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(I)(J) Stock-Based Compensation

In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.

Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines the measurement date and recognition period for such instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification.

(J)(K) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(K)(L) Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for prepaids, accounts payable and accrued expenses, accounts payable-related party,advances payable and notes payable-related party and loans payable – related party approximate fair value based on the short-term maturity of these instruments. There are no assets or liabilities that are measured at fair value on a recurring basis.

(L)(M) Recent Accounting Pronouncements

In February 2013, FASB issued Accounting Standards Update 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force). This guidance requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date. This stipulates that (1) it will include the amount the entity agreed to pay for the arrangement between them and the other entities that are also obligated to the liability and (2) any additional amount the entity expects to pay on behalf of the other entities. The objective of this update is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements. The amendments in this update are effective for fiscal periods (and interim reporting periods within those years) beginning after December 15, 2013. This standard is not expected to have a material impact on the Company’s reported results of operations or financial position.

7

B4MC Gold Mines, Inc. (formerly

(formerly known as Heavenly Hot Dogs, Inc.)

(An Exploration Stage Company)

Notes to Unaudited Condensed Financial Statements

As of SeptemberJune 30, 20132014

In February 2013, FASB issued Accounting standards update 2013-02, Comprehensive Income Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income. This update requires an entity to provide information about the amount reclassified out of accumulated other comprehensive income by component. The entity is also required to disclose significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting periods. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other discourses required under U.S. GAAP that provide additional detail about those amounts. The objective in this Update is to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this update should be applied prospectively for reporting periods beginning after December 15, 2013. This standard is not expected to have a material impact on the Company’s reported results of operations or financial position.

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

NOTE 2 - NOTES PAYABLE

On September 6, 2013, the Company, and its majority shareholder and sole officer and director, consented to and entered into an Asset Purchase Agreement with Shannon Anderson and Herbert “Chris” Christopherson, pursuant to which the Company purchased two parcels of real property located in Mineral County Montana from Messrs. Anderson and Christopherson. The acres consist of approximately 32 acres of usable land. The 32 acres was encumbered by a loan obligation. The balance of the loan obligation as of September 30, 2013 was $109,443. The note has a 7% per annum stated interest rate and is due and payable March 1, 2021. Payments in the amount of $1,581 are required to be made monthly. On May 22, 2014, a Mutual Rescission Agreement was entered into whereby the real property along with the debt were returned in exchange for shares of the Company’s common stock issued to the Rescinding Shareholders. No payments were made on the debt prior to the rescission.  (See Note 4)

The Company received advances of $10,443$0 during the period ended SeptemberJune 30, 20132014 and $9,550$7,960 for the same period in 2012.2013.  A total of $102,559$105,909 and $92,116$100,076 was owed at SeptemberJune 30, 20132014 and December 31, 2012,2013, respectively, by the Company for advances. These funds are due and payable upon demand and accrue interest at 6% per annum. Accrued interest at SeptemberJune 30, 2014 and 2013 was $32,210 and December 31, 2012 was $26,443 and $21,974,$24,905, respectively. In connection with the Asset Purchase, the Company entered into an obligation to repay $129,002 to the $129,002advancing party on or before April 15, 2014. In addition, the Company entered into a release agreement wherein the advancing party released all claims against the Company in exchange for the promise to pay an additional $120,998 for a total accrued payable of $250,000 on or before April 15, 2014. Both agreements arewere verbal. Inasmuch as the Asset Purchase Agreement was Mutually Rescinded on May 22, 2014, the Company and the advancing party verbally agreed to rescind the release agreement, as well, and re-book the advances as they were prior to the release.

NOTE 3 - STOCKHOLDERS’ EQUITY (DEFICIENCY)

(A) Common Stock Issued for Cash

None.

(B) Amendments to Articles of Incorporation

On October 10, 2013, the Company amended its articles of incorporation to change its name to B4MC Gold Mines, Inc.

B4MC Gold Mines, Inc.

(formerly known as Heavenly Hot Dogs, Inc.)

Notes to Unaudited Financial Statements

As of June 30, 2014

(C) Return of Common Stock

In September 2013, the Company’s former sole member of the board of directors and a consultant, collectively returned 3,500,000 shares of common stock and were cancelled by the Company.

(D) Stock Issued for Mining Rights and Claim

On September 6, 2013, the Company, and its majority shareholder, entered into an Asset Purchase Agreement with Shannon Anderson and Herbert “Chris” Christopherson, pursuant to which the Company purchased two parcels of real property located in Mineral County Montana from Messrs. Anderson and Christopherson. The acres consist of approximately 32 acres of usable land. The Asset Purchase Agreement also included the purchase of several items of mining machinery and equipment owned by Mr. Anderson in consideration of 54,000,000 shares of common stock valued at $285,480 (valued at $0.005287 per share) and assumed debt of $109,443. On May 22, 2014, a Mutual Rescission Agreement was entered into whereby the real property, mining rights, equipment, other assets and the assumed debt mentioned above were returned in exchange for shares of the Company’s common stock issued to the Rescinding Shareholders. (See Note 4)

On September 3, 2013, the Company entered into an assignment to acquire 6 unpatented mining claims in Nye County Nevada, in consideration of 6,810,402 shares of common stock valued at $36,004 (valued at $0.005287 per share). In October 2014, the Company entered into a Rescission of Assignment with the holders of the Nevada mining claims whereby the mining claims were returned in exchange for the Company’s common stock issued for said claims. (See Note 7)  

8

B4MC Gold Mines, Inc. (formerly known as Heavenly Hot Dogs, Inc.)

(An Exploration Stage Company)

Notes to Unaudited Condensed Financial Statements

As of September 30, 2013

(E) Stock Issued for Services

On September 9, 2013 the Company issued 4,589,598 shares of common stock having a fair value of $24,264 ($0.005287 per share) in exchange for consulting services. Inasmuch as the consulting services were never provided, the Company has cancelled these shares on its books and is in the process of obtaining the certificates for cancellation.

On September 9, 2013 the Company issued 600,000 shares of common stock having a fair value of $3,172 ($0.005287 per share) in exchange for consulting services by an officer of the Company. These shares were returned to the Company and cancelled pursuant to the Mutual Rescission Agreement dated May 22, 2014. (See Note 5).

(F) Stock Split

On November 12, 2013, the Company implemented a 3 for 1 forward stock split. Upon effectiveness of the stock split, each shareholder received 3 shares of common stock for every share of common stock owned as of November 2, 2013. All share and per share references have been retroactively adjusted to reflect this 3 to 1 forward stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the stock split as if it occurred on the first day of the first period presented.4)

NOTE 4 - RELATED PARTY TRANSACTIONS

On September 6, 2013, the Company, and its majority shareholder and sole officer and director, consented to and entered into an Asset Purchase Agreement with Shannon Anderson and Herbert “Chris” Christopherson, pursuant to which the Company purchased two parcels of real property located in Mineral County Montana from Messrs. Anderson and Christopherson. The acres consist of approximately 32 acres of usable land. The Asset Purchase Agreement also included the purchase of several items of mining machinery and equipment owned by Mr. Anderson in consideration of 54,000,000 shares of common stock valued at $285,480 (valued at $0.005287 per share). The Asset Purchase Agreement closed on September 9, 2013.

On September 9, 2013 the Company entered into a verbal agreement to pay a total of $250,000 to an affiliate in order to settle all claims, including $129,002 in advances.

On September 9, 2013 the Company issued 600,000 shares of common stock having a fair value of $3,172 ($0.005287 per share) in exchange for consulting services by an officer of the Company.

On May 22, 2014, the Company entered into a Mutual Rescission Agreement (the “Rescission Agreement”) by and among the Company, and Shannon Anderson (“Anderson”), a resident of Idaho, and Herbert Christopherson, a resident of Idaho ("Christopherson"), and Brittany Puzzi, a resident of Idaho (“Puzzi”), collectively referred to as the “Rescinding Shareholders”.

Pursuant to the terms of an Asset Purchase Agreement entered into on or about September 6, 2013 the Company received certain real property, mining rights, equipment and other assets as listed in the Asset Purchase Agreement filed as an exhibit to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2013 in exchange for shares of the Company’s common stock issued the Rescinding Shareholders. The Company and the Rescinding Shareholders have agreed to rescind the Asset Purchase Agreement. The Rescinding Shareholders will take back the assets, including the underlying debt, and return 47,550,000 of the common shares issued pursuant to the Asset Purchase Agreement. The shares to be returned are as follows: Anderson 33,000,000 shares, Christopherson 14,000,000 shares and Puzzi 550,000 shares.

B4MC Gold Mines, Inc.

(formerly known as Heavenly Hot Dogs, Inc.)

Notes to Unaudited Financial Statements

As of June 30, 2014

NOTE 4 - RELATED PARTY TRANSACTIONS - Continued

In September 2013, the Company’s former sole member of the board of directors and a consultant, collectively returned 3,500,000 shares of common stock and were cancelled by the Company.

NOTE 5 AGREEMENTS AND COMMITMENTS– LOSS PER SHARE

On September 6, 2013, the Company, and its majority shareholder, entered into an Asset Purchase Agreement with Shannon Anderson and Herbert “Chris” Christopherson, pursuant to which the Company purchased two parcels of real property located in Mineral County Montana from Messrs. Anderson and Christopherson. The acres consist of approximately 32 acres of usable land. The 32 acres was encumbered by a loan obligation. The balance of the loan obligation as of September 30, 2013 was $109,443. The note has a 7% per annum stated interest rate and is due and payable March 1, 2021. Payments in the amount of $1,581 are required to be made monthly. The Asset Purchase Agreement also included the purchase of several items of mining machinery and equipment owned by Mr. Anderson in consideration of 54,000,000 shares of common stock valued at $285,480 (valued at $0.005287 per share). The Asset Purchase Agreement closed on September 9, 2013.

On September 9, 2013,The following data show the amounts used in computing loss per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the periods ended June 30, 2014 and 2013:

Dilutive loss per share was not presented, as the Company entered into a verbal employment agreement with an individual to serve as a Director and Chief Executive Officer. This agreement ishad no common equivalent shares for a periodall periods presented that would affect the computation of one year. Any compensation is dependent on certain milestones to be met before any compensation will go into effect.

On September 9, 2013, the Company entered into a verbal employment agreement with an individual to serve as a Director and Chief Financial Officer. This agreement is for a period of one year. Any compensation is dependent on certain milestones to be met before any compensation will go into effect.

On September 9, 2013, the Company entered into a verbal employment agreement with an individual to serve as a Director and Vice President. This agreement is for a period of one year. Any compensation is dependent on certain milestones to be met before any compensation will go into effect.

9

B4MC Gold Mines, Inc. (formerly known as Heavenly Hot Dogs, Inc.)

(An Exploration Stage Company)

Notes to Unaudited Condensed Financial Statements

As of September 30, 2013

On September 9, 2013, the Company entered into a verbal employment agreement with an individual to serve as a Director and Secretary. This agreement is for a period of one year. Any compensation is dependent on certain milestones to be met before any compensation will go into effect.diluted loss per share.

NOTE 6 - GOING CONCERN

As reflectedUnder the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the accompanying unaudited financial statements,normal course of business.

The future of the Company is independent upon its ability to obtain financing and upon future profitable operations from the exploration stage with minimal operations,development of its planned business. Management has plans to seek additional capital through a net loss since inceptionpublic or private offering of $321,436 and used cash in operations of $102,559 from inception. This raisesequity or debt securities, or by other means. These conditions raise substantial doubt about itsthe Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. TheThese financial statements do not include any adjustments that might arise from this uncertainty.

There can be necessary ifno assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from the operations or to raise capital from external sources would force the Company is unable to substantially curtail or cease operations and would, therefore, havea material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might necessary in the event the Company cannot continue as a going concern.in existence.

NOTE 7 SUBSEQUENT EVENTS

On October 10, 2013, the Company amended its articles of incorporation to change its name to B4MC Gold Mines, Inc.

On November 12, 2013,(formerly known as Heavenly Hot Dogs, Inc.)

Notes to Unaudited Financial Statements

As of June 30, 2014

NOTE 7 - SUBSEQUENT EVENTS

In October 2014, the Company implementedand Avidity Holdings LLC, a 3 for 1 forward stock split. Upon effectivenessUtah limited liability company (“Avidity”) entered into a Rescission of Assignment Agreement (“Rescission of Assignment”) of the stock split, each shareholder received 3Nevada Mining Claims Assignment (the “Nevada Claim Assignment”) entered into by the parties on or about September 6, 2013. All of the Nevada Mining Claims will be returned to Avidity and all of the shares issued pursuant to the exchange will be returned to the Company. The total number of shares to be returned is 6,810,402.

As a part of the Asset Purchase entered into on September 6, 2013 4,589,598 shares of common stock were issued pursuant to the terms of a consulting agreement. Inasmuch as the Asset Purchase was mutually rescinded and the services contemplated in the consulting agreement were never performed, the Company cancelled the shares on its books and records. It is in the process of obtaining the shares from the consultant to be officially cancelled by the transfer agent.

On December 31, 2014, 3,210,402 of the shares issued for every sharemining claims were returned and cancelled pursuant to Rescission of Assignment entered into in October 2014. The remaining 3,600,000 shares have been returned to the Company, but have not yet been cancelled.

On December 31, 2014, the Company’s sole officer and director purchased 25,000,000 shares of the Company’s common stock owned asfor $25,000.

On May 12, 2015, the Company sold 248,976,200 shares of November 2, 2013. All share and per share references have been retroactively adjusted to reflect this 3 to 1 forwardits common stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the stock split as if it occurred on the first day of the first period presented.$248,976.

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there were no additional items to report.

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

Forward Looking Statements

FORWARD-LOOKING STATEMENTS

Some

The statements made below with respect to our outlook for fiscal 2014 and beyond represent “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 and are subject to a number of risks and uncertainties. These include, among other risks and uncertainties, whether we will be able to generate sufficient cash flow from our operations or other sources to fund our working capital needs, maintain existing relationships with our lender, successfully introduce and attain market acceptance of any new products, attract and retain qualified personnel both in our existing markets and in new territories in an extremely competitive environment, and potential obsolescence of our technologies.

In some cases, you can identify forward-looking statements contained in this Form 10-Q that are not historical facts are “forward-looking statements” which can be identified by the use of terminologyterms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “plans,“predicts,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve risks“potential” and uncertainties. We urge yousimilar expressions intended to be cautious of theidentify forward-looking statements. These statements that such statements, which are contained in this Form 10-Q, reflect our current beliefs with respect to future eventsonly predictions and involve known and unknown risks, uncertainties, and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause our actual results, ourlevels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or industry results, to differ materially from those contemplatedachievements expressed or implied by such forward-looking statements include without limitation:

All written and oralstatements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements maderepresent our estimates and assumptions only as of the date of this report. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in connection with this Form 10-Q thatreport to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are attributable to us or persons acting onbased.  We qualify all of our behalf are expressly qualified in their entiretyforward-looking statements by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

Overview

On September 6, 2013, the Company, and its majority shareholder, entered into an Asset Purchase Agreement with Shannon Anderson and Herbert “Chris” Christopherson, pursuant to which the Company purchased two parcels of real property located in Mineral County Montana from Messrs. Anderson and Christopherson. The acres consist of approximately 32 acres of usable land. The 32 acres was encumbered by a loan obligation. The balance of the loan obligation as of September 30, 2013 was $109,442.97. The note has a 7% per annum stated interest rate and is due and payable March 1, 2021. Payments in the amount of $1,581 are required to be made monthly. We were a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately prior to our acquisition of the Mineral County property and equipment pursuant to the terms of the Assert Purchase Agreement. As a result of such acquisition, our operations are now focused on the ownership and operation of the mine acquired from Messrs. Anderson and Christopherson. Consequently, we believe that acquisition has caused us to cease to be a shell company as we no longer have nominal operations.

We are a mining exploration stage company engaged in the acquisition, exploration, and development of mineral properties, primarily for gold, from owned mining properties. We have acquired claims or properties in Montana and Nevada, as described below. Our target properties are those that have been the subject of historical exploration. We have not generated revenue from mining operations.

Plan of Operation

The Company is seeking to develop its recently acquired mining related assets. In order to developacquire assets or shares of an entity actively engaged in business which generates revenues. The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition. None of the assets,Company’s officers, directors, promoters or affiliates have engaged in any substantive contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company has assembledand such other company as of the date of this annual report.  The Board of Directors intends to obtain certain assurances of value of the target entity’s assets prior to consummating such a management team familiar with mining operations, including Shannon Anderson who has decadestransaction.  Any business combination or transaction will likely result in a significant issuance of experience with mining operations; Chris Christopherson, an “assayer” with significant experience with analysisshares and substantial dilution to present stockholders of mineral or ore samples to ascertain its content of precious metals or minerals, such as gold; and, Britany Puzzi who is experienced with back office operations of mining concerns.   the Company.

The Company must obtain funding in orderhas, and will continue to commence meaningful mining operations and implement its recent planhave, no capital with which to attempt to extract precious metals first fromprovide the Mineral County Montana property and later, fromowners of business opportunities with any significant cash or other assets. However, management believes the Nevada claims, if determined to be feasible. There is no assurance that any investment that we make in our Mineral County Montana property or relating to our Nevada claimsCompany will be financially productive.  Our abilityable to obtain necessary funding depends uponoffer owners of acquisition candidates the opportunity to acquire a numbercontrolling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of factors,the acquisition candidate will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the pricecosts of goldpreparing Form 8-K’s, 10-K’s, 10-Q’s, agreements and other base metalsrelated reports and minerals which we are able to mine, the status of the national and worldwide economy and the availability of funds in the capital markets.documents.

Liquidity and Capital Resources

The Company remains in the development stage and has experienced no significant change in liquidity or capital resources or stockholders’ equity since re-entering of development stage. The Company anticipates that it needs approximately $1 millionten to commence meaningful mining operations and another thirtytwelve thousand dollars minimum for the next twelve months to cover its reporting obligations. The Company’s balance sheet as of SeptemberJune 30, 2013,2014, reflects total assets of $430,927, but no cash and no liquid assets.$0. The Company has no cash or line of credit, other than that which present management may agree to extend to or invest in the Company.Company, nor does it expect to have one before a merger is effected.  The Company will carry out its business plan as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be diminished in connection with its newly acquired assetsprior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business.business entity which the Company  may eventually acquire.

Results of Operations

InDuring the past several years,three-month period ended June 30, 2014, the Company has engaged in no significant operations other than maintaining its reporting status with the SEC and seeking a business combination.  No revenues were received by the Company during thethis period.

The Company had a net loss of $154,455 forduring the quarter ended September 30, 2013 as compared to a loss of $3,404 for the comparable 2012 period. The losses for both periods are comprised of legal, accounting, XBRL and professional expenses required to perform its reporting obligations. The losses in 2013 were significantly greater due to a number of consulting agreements that were entered into as a result of our acquisition of mining assets. At the same time we continued to lack any revenues during the periods.

The Company anticipates that until ita business combination is funded and the mining activities described herein are commenced,completed with an acquisition candidate, it will not generate revenues, and may continue to operate at a loss after completing a business combination, depending upon the performance of the mining operations.acquired business.

The Company received related party advances in the past several years. Ashas survived on loans at a stated interest rate of the date of this report, the Company has liabilities of approximately $361,443.27 in connection with the past cost and service advancements and consulting fees for current consultants described above and the balance of payments due on the recently acquired Mineral County, Montana land totaling $109,443. Liabilities related to the land are due in the amount of 1,581 per month. Approximately $250,000 for past cost advances, settlements, and consulting agreements are due and payable in April 2014.6%.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, results of operations or liquidity.

Need For Additional Financing

As described herein,Based upon current management’s willingness to extend credit to the Company requires financingand/or invest in orderthe Company until a business combination is completed, the Company believes that its existing capital will be sufficient to meet debt obligationsthe Company’s cash needs required for the costs of compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended, and financefor the costs of accomplishing its mining operations. Thegoal of completing a business combination, for an indefinite period of time. Accordingly, in the event the Company has nois able to complete a business combination during this period, it anticipates that its existing capital will be sufficient to allow it to develop its mining activities.accomplish the goal of completing a business combination. There is no assurance, however, that we can raise sufficientthe available funds necessarywill ultimately prove to develop our operations.  No partybe adequate to allow it to complete a business combination, and once a business combination is completed, the Company’s needs for additional financing are likely to increase substantially.  In addition, as current management is under anyno obligation to continue to extend credit to the Company and/or invest in the Company, there is no assurance that such credit or investment will occurcontinue or that it will continue to be sufficient to operate.for future periods.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also 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.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of SeptemberJune 30, 2013,2014, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

To the best knowledge of the officers and directors, the Company is not a party to any legal proceeding or litigation.

Item 1A.  Risk Factors.

Not required.

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

On September 9,See the annual report on Form 10-K for the period ended December 31, 2013 the Company closed the Asset Purchase Agreement to acquire land and personal property described in Item 1.01for a summary of the Form 8-K filed on September 12, 2013. The Company paid to the seller 18,000,000 pre-split sharesrecent sales of its common stock and no cash to compete the transaction.

On September 9, 2013, the Company closed the Nevada Claim Assignment to acquire the 6 mineral claims described in Item 1.01 of the Form 8-K filed on September 12, 2013. The Company paid to the seller 2,270,134 pre-split shares of its common stock and no cash to compete the transaction

On September 9, 2013, the Company entered into a consulting agreement with Red Rock Servicing, Inc. wherein Red Rock was issued 1,529,866 pre-split shares of the Company’s common stock as a prepaid consulting fee. In addition, the Company issued 200,000 pre-split shares of common stock to Britany Puzzi as a consulting fee.

The Company is relying on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of the Act. The transactionsdid not involve a public offering, no underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions.unregistered securities.

Item 3. Defaults Upon Senior Securities.

None; not applicable.

Item 4. Mine Safety Disclosures.

None, not applicable.

Item 5. Other Information.

On October 10,See the annual report on Form 10-K for the period ended December 31, 2013 for a description of the rescission of an asset purchase agreement on May 23, 2014. The resulting transaction resulting in the Company amended its articles of incorporation to change its name to B4MC Gold Mines, Inc.being a shell corporation since that time.

On November 12, 2013, the Company implemented a 3 for 1 forward stock split. Upon effectiveness of the stock split, each shareholder received 3 shares of common stock for every share of common stock owned as of November 2, 2013. All share and per share references have been retroactively adjusted to reflect this 3 to 1 forward stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the stock split as if it occurred on the first day of the first period presented.

Item 6. Exhibits.  

The following Exhibits have been previously filed in the below referenced filings or have been attached hereto, and in any case, as is stated on the cover of this Report, all of the below Exhibits are incorporated herein by reference.

Form S-1S-18

September 8, 1987

3.1

Articles of Incorporation and Amendments thereto

3.2

Bylaws

4.1

Form of Stock Certificate

Form 8-K

July 5, 2002

10.1

Agreement and Plan of Reorganization – Trappers Pizza (filed as Exhibit 99.1)

Form 10-KSB

March 30, 2004

14.1

Code of Ethics

Form 8-K

September 12, 2013

10.2

Asset Purchase Agreement dated September 6, 2013 (Montana)  

10.3

Nevada Claim Assignment dated September 6, 2013

10.4

Consulting Agreement (Red Rock) dated September 9, 2013

This Form 10-Q

November 19, 2013

3.3

Certificate of Amendment to Articles of Incorporation dated October 10, 2013

Form 10-K

For the Year ended December 31, 2013 filed on July 1, 2015

10.5

Mutual Rescission Agreement executed May 23, 2015

10.6

Sub-Lease Agreement dated as of May 1, 2015 by and between Mostofi & Company, LLP and the Company

This Form 10-Q

31.1

Certification of principal executive officer and principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 executed by Shannon Anderson

32.1

Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 executed by Shannon Anderson

101.INS101

XBRL Instance Document*

101.PRE.

XBRL Taxonomy Extension Presentation Linkbase*

101.LAB

XBRL Taxonomy Extension Label Linkbase*

101.DEF

XBRL Taxonomy Extension Definition Linkbase*

101.CAL

XBRL Taxonomy Extension Calculation Linkbase*

101.SCH

XBRL Taxonomy Extension Schema*

*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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