4.

New Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that might result frommay have an impact on our accounting and reporting. We believe that such recently issued accounting pronouncements and other authoritative guidance for which the outcome of these uncertainties.effective date is in the

3. Summary of Significant Accounting Policies7

B4MC GOLD MINES, INC.

Concentration of RiskNOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2017

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company limits its exposure to credit loss by investing its cash with high credit quality financial institutions.(UNAUDITED)

Pending Transaction Costsfuture either will not have an impact on our accounting or reporting or that such impact will not be material to our financial position, results of operations and cash flows when implemented.

5.

Due to the inherent uncertainty associated with the successful completion of a potential acquisition transaction, transaction costs, consisting primarily of fees to professionals, are expensed as incurred. Pending transaction costs were $79,053 forRelated Party Transactions

During the three months ended March 31, 2017 and nine2016, our chief executive officer advanced us approximately $0 and $1,000, respectively. Additionally, during the three months ended September 30, 2015.March 31, 2017, we repaid $2,000 of advances payable to our principal stockholder.

As of March 31, 2017 and December 31, 2016, we recorded advances payable to our chief executive officer and our principal stockholder, in the aggregate, of approximately $3,000 and $5,000, respectively, as advances payable to related parties.

6.

Income Taxes

We are required to file federal and state income tax returns in the United States. The Company accountspreparation of these tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of the ultimate or effective resolution of the uncertain tax positions. We account for income taxes under anusing the asset and liability approach for financial accountingmethod. Under the asset and reporting for income taxes. Accordingly, the Company recognizesliability method, deferred tax assets and liabilities are recognized for the expected impact offuture tax consequences attributed to differences between the financial statements and the tax basisstatement carrying amounts of existing assets and liabilities.

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 and carry-forwards are expected to be recovered or settled. The Company recordseffect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce its deferred tax assets to amounts expected to be realized.

In assessing the amount thatrealization of deferred tax assets, management considers whether it is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excesssome portion or all of its recorded amount, an adjustment to the deferred tax assets wouldwill be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or partrealized. The ultimate realization of its deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future an adjustmenttaxable income and tax planning strategies in making this assessment.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the deferred tax assets would be chargedInternal Revenue Code. Changes include, but are not limited to, operations in the period such determination was made.

The Company’s effectivea federal corporate tax rate is differentdecrease from the federal statutory rate of 35% due primarily to operating losses that receive no21% for tax benefit as a result of a valuation allowance recorded for such losses.

As of December 31, 2014, the Company had federal tax net operating loss carryforwards of approximately $154,000. The federal tax loss carryforwards will begin to expire in 2020, if not previously utilized.

Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company may have a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it projects it will be able to utilize these tax attributes.

As of December 31, 2014, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters.

Stock-Based Compensation

The Company has in the past issued grants of common stock, which are measured at the grant date fair value and charged to operations over the vesting period (if any).

The Company may in the future issue stock options to officers, directors and consultants for services rendered. Options will vest and expire according to terms established at the grant date.

The Company will account for stock-based payments to officers and directors by measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense in the Company’s financial statements on a straight-line basis over the vesting period of the awards.

The Company will account for stock-based payments to consultants by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete.

Options granted to outside consultants will be revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the options vest, they will be valued on each vesting date and an adjustment will be recorded for the difference between the value already recorded and the then current value on the date of vesting.

The fair value of stock options granted will be estimated using the Black-Scholes option-pricing model.

Earnings Per Share

The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (such as common shares issuable pursuant to convertible debt, options and/or warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share are the same for all periods presented, as there were no convertible debt, options or warrants outstanding during any of the periods presented.

Fair Value of Financial Instruments

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required.

Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives.

Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges.

Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models.

The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain comparative figures in 2014 have been reclassified to conform to the current year’s presentation. These reclassifications were immaterial, both individually and in the aggregate.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09),Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Based on the FASB’s Exposure Draft Update issued on April 29, 2015,Revenue from Contracts With Customers (Topic 606): Deferral of the Effective Date, it is expected that ASU 2014-09 will now be effective for reporting periodsyears beginning after December 15,31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in accordance with early adoption permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustmentTax Act and guidance available as of the date of adoption.  The Companythis filing but have kept the full valuation allowance.

On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The deferred tax expense recorded in connection with the remeasurement of deferred tax assets is a provisional amount and a reasonable estimate at December 31, 2017 based upon the best information currently expectavailable. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the adoption of ASU 2014-09 will have any impact on the Company’s financial statement presentation or disclosures.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (ASU 2014-15),Presentation of Financial Statements – Going Concern (Subtopic 205-10). ASU 2014-15 provides guidance as to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continueCompany may take as a going concern andresult of the Tax Act. Any subsequent adjustment to provide related footnote disclosures. In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, consideredthese amounts will be recorded to current tax expense in the aggregate, that raise substantial doubt aboutquarter of 2018 when the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are availableanalysis is complete. The accounting is expected to be issuedcomplete when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered2017 U.S. corporate income tax return is filed in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not currently expect that the adoption of ASU 2014-15 will have any impact on the Company’s financial statement presentation or disclosures.2018.

In January 2015, the FASB issued Accounting Standards Update No. 2015-01 (ASU 2015-01),Income Statement – Extraordinary and Unusual Items (Subtopic 225-20).ASU 2015-01 eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. Paragraph 225-20-45-2 contains the following criteria that must both be met for extraordinary classification: (1) Unusual nature. The underlying event or transaction should possess a high degree of abnormality and be of a type clearly unrelated to, or only incidentally related to, the ordinary and typical activities of the entity, taking into account the environment in which the entity operates. (2) Infrequency of occurrence. The underlying event or transaction should be of a type that would not reasonably be expected to recur in the foreseeable future, taking into account the environment in which the entity operates. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the guidance prospectively. A reporting entity also may apply the guidance retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not currently expect that the adoption of ASU 2015-01 will have any impact on the Company’s financial statement presentation or disclosures.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (ASU 2015-02),Consolidation (Topic 810).ASU 2015-02 changes the guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation mode. ASU 2015-02 affects the following areas:  (1) limited partnerships and similar legal entities; (2) evaluating fees paid to a decision maker or a service provider as a variable interest; (3) the effect of fee arrangements on the primary beneficiary determination; (4) the effect of related parties on the primary beneficiary determination; and (5) certain investment funds. ASU 2015-02 is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the guidance in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. A reporting entity may apply the amendments in this guidance using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively. The Company does not currently expect that the adoption of ASU 2015-02 will have any impact on the Company’s financial statement presentation or disclosures.8

B4MC GOLD MINES, INC.

In April 2015, the FASB issued Accounting Standards Update No. 2015-03 (ASU 2015-03),Interest – Imputation of Interest (Subtopic 835-30). ASU 2015-03 simplifies the presentation of debt issuance costs and requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the new guidance. ASU 2015-3 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within that fiscal year. Early adoption is permitted for financial statements that have not been previously issued. An entity is required to apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The adoption of ASU 2015-03 is not expected to have any impact on the Company’s financial statement presentation or disclosures.NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2017

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

4. Rescinded Acquisition of Mining Assets(UNAUDITED)

On September 3, 2013, the Company and Avidity Holdings LLC, a Utah limited liability company ("Avidity"), entered into an assignment to acquire six unpatented mining claims in Nye County, Nevada, in consideration of the Company’s issuance of 136,208.04 shares of common stock valued at $36,004 ($0.26434 per share). In October 2014, the Company entered into a Rescission of Assignment with Avidity, whereby the mining claims were returned to Avidity in exchange for the return of the shares of the Company’s common stock.

7.

Stockholders’ Deficit

On September 6, 2013, the Company and its majority shareholder, Elwood Shepard, entered into an Asset Purchase Agreement with Shannon Anderson and Herbert Christopherson (the “Sellers”), pursuant to which the Company purchased two parcels of real property located in Mineral County, Montana, and several items of mining machinery and equipment from the Sellers in consideration of 1,092,000 shares of common stock valued at $285,480 ($0.26143 per share), and assumed debt of $109,443. On May 22, 2014, a Mutual Rescission Agreement was entered into between the parties, whereby the real property, mining machinery and equipment were returned to the Sellers in exchange for 951,000 of the 1,092,000 shares of the Company’s common stock. The 1,092,000 shares of common stock had not been issued through May 22, 2014. The remaining 141,000 shares of common stock, valued at $7,050 ($0.05 per share), were retained by the Sellers as liquidated damages, and were issued on December 31, 2014. In conjunction with this matter, the parties entered into a settlement agreement and mutual release.Common Stock

On September 9, 2013, the Company issued 12,000 shares of common stock having a fair value of $3,172 ($0.26434 per share) in exchange for consulting services to be provided by an officer of the Company. These shares were returned to the Company and cancelled pursuant to the above described rescissions. In conjunction with this matter, the parties entered into settlement agreements and mutual releases.

As all of the above-described stock transactions were subsequently rescinded, they were not recorded on the books of the Company, except for the 141,000 shares of common stock issued to Anderson and Christopherson on December 31, 2014.

On September 9, 2013, the Company issued 91,791.96 shares of common stock having a fair value of $24,264 ($0.26434 per share) in exchange for consulting services to be provided by Red Rock Servicing, Inc. (“Red Rock”).  Previous management of the Company determined that the contracted services were never performed, and demanded the return of such shares from Red Rock. The Company has issued stop-transfer instructions to its transfer agent, and has consistently excluded these shares from the reported total of its outstanding shares. The Company is currently engaged in a dispute regarding such shares with Red Rock and is indemnified with respect to such matter by the former controlling shareholders of the Company.  On November 4 , 2015, the Company filed a civil action in the Third District Court, State of Utah, for a declaratory judgment that the consulting agreement was not valid and enforceable, for rescission of the agreement and the issuance of the shares, and for damages for fraud and negligent misrepresentation. The Company intends to cancel these shares upon their return.

5. Stockholders’ Equity

The Company hasWe have authorized a total of 750,000,000 shares of our common stock, $0.001 par value $0.001 per share.

On May 12, 2015, the Company sold 4,979,524 newly issued shares of its common stock, par value $0.001 per share, to PacificWave at a price of $0.05 per share, representing aggregate proceeds of $248,976.

At the closing of the above described purchase of shares on May 12, 2015, PacificWave contributed $175,000 in cash to the capital of the Company, which was recorded as a credit to additional paid-in capital.

value. On July 15, 2015, the Companywe filed an amendment to itsour Articles of Incorporation with the Secretary of State of the State of Nevada providing for a one-for-fifty reverse split of itsour outstanding shares of common stock effective August 21, 2015. The authorized shares of the Company’sour common stock were not adjusted as a result the reverse stock split.

8.

See Note 4 for a descriptionLegal Proceedings

We are not the subject of additional common stock transactions. 

6. Satisfaction of Amounts Due to Related Partiesany pending legal proceedings; and Resolution of Contingent Claims

 As of December 31, 2014, the Company was indebted to a significant vendor, who was consequently deemed to be a related party, for funds advanced in the amount of $140,297, including interest accrued at 6% per annum in the amount of $34,388. The advances, including accrued interest, were due and payable upon demand. This obligation, including accrued interest of $35,977 on May 12, 2015, was paid in cash in connection with the change-in-control transaction described at Note 2. In addition, accounts payable in the amount of $8,071 and a contingent liability of the Company in the amount of $46,543 which arose in conjunction with the change-in-control negotiations, were also satisfied by cash payments on May 12, 2015 in connection with the closing of the change-in-control transaction described at Note 2.

An additional contingent liability of $3,976 to the Company's former principal stockholder was also satisfiedknowledge of management, no proceedings are presently contemplated against us by any federal, state or local governmental agency. Further, to the knowledge of management, no director or executive officer is party to any action in connection with the closing of the change-in-control transaction described at Note 2.which any has an interest adverse to us.

9.

The Company settled a contingent claim to a non-related party for legal services rendered in connection with the rescinded mining transactions, which also arose in conjunction with the change-in-control negotiations, by a cash payment of $42,000 on May 12, 2015 in connection with the closing of the change-in-control transaction described at Note 2.

7. Commitments and Contingencies

On May 1, 2015, the Company executed a month-to-month lease for office space beginning May 1, 2015 at a cost of $4,200 per month.  On November 1, 2015, the month-to-month lease was modified by reducing the amount of space leased with a corresponding reduction in rent to $2,100 per month.

Information with respect to a current dispute is provided at Note 4.

8. Subsequent Events

The Company performed an evaluation of subsequentWe evaluated all events or transactions that occurred after the balance sheet date through the date of filing ofwhen we issued these financial statements withand, other than the SEC, noting no additional items requiring disclosure. described below, we did not have any material recognizable subsequent events during this period.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2.

OverviewManagement’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain statements that are “forward-looking” within the meaning of the federal securities laws. These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.

The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, and are not guaranties of future performance. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended or using other similar expressions. We are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Quarterly Report on Form 10-Q. Important factors that could cause actual results to differ from our predictions include those discussed under “Risk Factors,” “Management’s Discussion and Analysis” and “Business.” Although we have sought to identify the most significant risks to our business, we cannot predict whether, or to what extent, any of such risks may be realized, nor can there be any assurance that we have identified all possible issues which we might face. For all of these reasons, the reader is cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date hereof. We assume no responsibility to update any forward-looking statements as a result of new information, future events, or otherwise except as required by law. We urge readers to review carefully the risk factors described in this Quarterly Report and in the other documents that we file with the Securities and Exchange Commission. You can read these documents at www.sec.gov.

Plan of Operation

B4MC Gold Mines, Inc. (the “Company”) was organized under the laws of the State of Delaware, on April 2, 1987, as BK Ventures. The Company was organized to create, a corporate vehicle to seek and acquire a business opportunity. In June 2000, the Company reincorporated under the laws of the State of Nevada. On October 10, 2013, the Company amended its articles of incorporation to change its name to B4MC Gold Mines, Inc. The Company isNevada corporation, has been engaged in efforts to identify an operating company towhich we can acquire or into which we can merge with through an equity-based exchange transaction that would likely result in a change in control of the Company.with respect to us. As the Company’sour planned principal operations have not yet commenced, the Companyour activities are subject to significant risks and uncertainties, including the need to obtain additional financing, as described below.financing.

Change-in-Control Transaction

On May 12, 2015,We do not have now, nor do we anticipate having, capital with which to provide the Company sold 4,979,524 newly issued sharesowners of its common stock, par value $0.001 per share,business opportunities with any significant cash or other assets. However, management believes we will be able to PacificWave Partners Limited,offer owners of acquisition candidates the opportunity to acquire a Gibraltar Company (“PacificWave”), atcontrolling ownership interest in a price of $0.05 per share, representing aggregate gross proceeds of $248,976. Of this amount, $225,000 was paidpublicly registered company without incurring the cost and time required to certain creditors and claimantsconduct an initial public offering. The owners of the Company in exchange for releases of such outstanding claims,acquisition candidate will, however, incur significant legal and the remaining $23,976 was placed in escrow and was subject to release pending the fulfillment of certain conditions.

Simultaneous with the purchase of the above described shares of common stock, PacificWave purchased from Elwood Shepard, the Company's principal shareholder at the time, 520,476 shares of the Company’s outstanding shares of common stock, representing 75.9% of the outstanding shares prior to the issuance of the newly issued shares. The purchase price of such shares was $26,024, which amount was deposited in escrow and will be disbursed in the same manner and under the same conditions as the amount deposited into escrow from the purchase price of the Company's newly issued common shares.

In that all conditions were met, all amounts deposited into escrow were disbursed pursuant to the terms of the escrow in July 2015.

At the closing of the purchase of the above described shares, PacificWave contributed $175,000 in cash to the capital of the Company, which was recorded as a credit to additional paid-in capital.

At the closing of the transaction on May 12, 2015, PacificWave transferred 1,000,000 of the Company’s common shares acquired as described herein to three non-U.S. resident accredited investors at a price of $0.50 per share ($500,000 in aggregate). These funds were utilized to effectuate the change-in-control transaction. The Company was not a party to any of these transactions.

At the closing on May 12, 2015, PacificWave transferred 2,698,334 shares to certain persons and entities providing servicesaccounting costs in connection with the acquisition of a business opportunity, including, but not limited to, the costs of preparing Current Reports on Form 8-K, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and various agreements and related reports and documents in connection with the consummation of a transaction as follows: (i) 466,667 shares (constituting 8.2%contemplated herein.

Our unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the three months ended March 31, 2017, we net income of approximately $9,000, had positive cash flows from operations of approximately $13,000 and had a working capital deficit of approximately $68,000. Net of the outstanding shares)effect of other income from a single transaction commitment fee, we would have reported a net loss of approximately $41,000 and negative cash flows of approximately $37,000. We have financed our recent working capital requirements primarily through the issuance of equity securities. As a result, management believes there is substantial doubt about our ability to Allan Kronborg,continue as a citizengoing concern.

Critical Accounting Policies

Our significant accounting policies are described in Note 3 to the financial statements included in Item 8 of Denmark; (ii) a totalour Annual Report on Form 10-K for the year ended December 31, 2016. Our discussion and analysis of 966,667 shares (constituting 17.1%our financial condition and results of operations are based upon these financial statements, which have been prepared in accordance with accounting principles generally accepted in the outstanding shares) split among PacificWave Partners Europe sarl, PacificWave Partners UK Europe Ltd., Richway Finance Ltd.United States. The preparation of these financial statements requires us to make estimates and Anarholl Ltd., alljudgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on an on-going basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are entities affiliated with Henrik Oerbekker, a citizen of Denmark; and (iii) a total of 1,265,000 shares (constituting 22.3% ofnot readily apparent from other sources. In the outstanding shares) to nine non-U.S. resident persons and entities. Effective September 10, 2015, Anarholl Ltd. gifted 126,667 shares to two unaffiliated purchasers in a private transaction, reducing the number of shares beneficially owned by Mr. Oerbekker to 840,000 shares (constituting 14.8% of the outstanding shares). The Company waspast, actual results have not a party to any ofbeen materially different from our estimates. However, results may differ from these transactions.

Effective May 12, 2015, Elwood Shepard, the Company’s sole officer and director at that time, resigned, and Bennett J. Yankowitz was appointed as the Company’s sole director and as its President, Secretary and Treasurer. In conjunction with the aforementioned transactions with PacificWave, on May 12, 2015, Mr. Yankowitz purchased from PacificWave 800,000 shares of common stock for an aggregate purchase price of $40,000 ($0.05 per share), reflecting approximately 14.1% of the outstanding shares of the Company’s common stock at that time. The purchase price was evidenced by a promissory note due May 12, 2019 with interest at 3% per annum and secured by the purchased shares. The Company was not a party to this transaction. Mr. Yankowitz does not have any interest in or contract with Pacific Wave. PacificWave and Mr. Yankowitz did not have any relationship with the Company prior to the aforementioned change-in-control transaction. On May 15, 2015, Mr. Yankowitz sold 10,000 shares at a purchase price of $0.50 per share ($5,000) to an unaffiliated purchaser.

At the conclusion of all of these transactions, PacificWave and its Managing Director and sole owner, Henrik Rouf, were the beneficial owners of an aggregate of 1,001,666 shares of the Company’s common stock, which constituted 17.7% of the outstanding shares of common stock.estimates under

Henrik Rouf

different assumptions or conditions.

Results of Operations

For the Three Months Ended March 31, 2017 vs. March 31, 2016

Revenues

We had no revenue generating operations during the three months ended March 31, 2017 and 2016.

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2017 were approximately $41,000 as compared with approximately $14,000 for the prior year period, an increase of approximately $27,000. The increase is Managing Directorprimarily a result of PacificWave and also servesincreased professional costs.

Other Income

Other income for the three months ended March 31, 2017 was $50,000 as Assistant Secretarycompared with $0 for the prior year period, an increase of $50,000. Other income for the three months ended March 31, 2017 was a result of the Company. While PacificWave does not haverecording of a formal contracttransaction commitment fee received on a proposed transaction that was never consummated.

Liquidity and Capital Resources

As of March 31, 2017, we had cash of approximately $11,000. This represents an increase of approximately $11,000 as compared to a cash balance of approximately $0 as of December 31, 2016.

During the three months ended March 31, 2017, we had net cash of approximately $13,000 provided by operating activities as compared with the Company, it is expected to continue to provide consulting and investment banking services to the Company,net cash of $11,000 used in particular with respect to raising capitaloperating activities for the Companyprior year period. Our net cash provided by operating activities during the three months ended March 31, 2017 consisted of our net income of approximately $9,000 and increase in identifyingaccounts payable and evaluating potential acquisition candidates. PacificWave has indicated that it intends to useaccrued expenses of approximately $4,000. Our net cash used in operating activities during the Companythree months ended March 31, 2016 consisted of our net loss of approximately $14,000, which was offset by an increase in accounts payable and accrued expenses of approximately $3,000.

During the three months ended March 31, 2017, we had net cash of approximately $2,000 used in financing activities as a platformcompared with net cash of approximately $1,000 provided by financing activities for the acquisitionprior year period. Our net cash used in financing activities during the three months ended March 31, 2017 consisted of the repayment of advances payable to related parties of approximately $2,000. Our net cash provided by financing activities during the three months ended March 31, 2016 consisted of an operating company, and that it was currentlyincrease in the processadvances payable to related parties of evaluating potential acquisition target companies in the global environmental remediation and other market sectors. It is anticipated that any such acquisition, when consummated, would involve one or more of the following: (1) the issuance of additional common stock or other equity securities of the Company to the owners of the acquired company, resulting in a change of control; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company; (3) a change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (4) a material change in the present capitalization or dividend policy of the Company; (5) a material change in the present capitalization or dividend policy of the Company; (6) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; or (7) actions similar to any of those enumerated above.approximately $1,000.

Going Concern

The Company’s condensedOur financial statements have been presented on the basis that it iswe are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At September 30, 2015, the CompanyMarch 31, 2017, we did not have any business operations. The Company hasWe have experienced recurring operating losses and negative operating cash flows, and hashave financed itsour recent working capital requirements primarily through the issuance of debt and equity securities, as well as borrowings from related parties. As of September 30, 2015, the Company hadMarch 31, 2017, our working capital of $48,939, primarily as a result of the May 12, 2015 transactions as described herein,deficiency was approximately $68,000 and anour accumulated deficit of $2,614,100.was approximately $2,731,000. As a result, management believes that there is substantial doubt about the Company’sour ability to continue as a going concern.

Management is seeking to identify an operating company and engage in a merger or business combination of some kind, or acquire assets or shares of an entity actively engaged in a business that generates sustained revenues. We are considering several potential acquisitions and is investigating various candidates to determine whether they would have the potential to add value to us for the benefit of our stockholders.

The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise additional capital and to ultimately acquire or develop a commercially viable business. The Company’s condensed financial statementsWe do not includeintend to restrict our consideration to any adjustments that might result fromparticular business or industry segment, and we may consider, among other businesses, finance, brokerage, insurance, transportation, communications, services, natural resources, manufacturing or technology. Because we have limited resources, the outcomescope and number of these uncertainties.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09),Revenue from Contractssuitable candidates to merge with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current GAAP and replace itis relatively limited. Because we may participate in a business opportunity with a principle based approachnewly formed firm, a firm that is in the development stage, or a firm that is entering a new phase of growth, we may incur further risk due to the inability of the target’s management to have proven its abilities or effectiveness, or the lack of an established market for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goodstarget’s products or services, as they occuror the inability to reach profitability in the contract. ASU 2014-09 alsonext few years.

Any business combination or transaction will require additional disclosure about the nature, amount, timinglikely result in a significant issuance of shares and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurredsubstantial dilution to obtain or fulfill a contract. Based on the FASB’s Exposure Draft Update issued on April 29, 2015,Revenue from Contracts With Customers (Topic 606): Deferral of the Effective Date,our present stockholders. As it is expected that ASU 2014-09the closing of such a transaction will now be effective for reporting periods beginning after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Entities will be able to transition to the standard either retrospectively or asresult in a cumulative-effect adjustment as of the date of adoption.  The Company does not currently expect that the adoption of ASU 2014-09 will have any impact on the Company’s financial statement presentation or disclosures.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (ASU 2014-15),Presentation of Financial Statements – Going Concern (Subtopic 205-10). ASU 2014-15 provides guidance as to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, consideredchange in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not currently expect that the adoption of ASU 2014-15 will have any impact on the Company’s financial statement presentation or disclosures.

In January 2015, the FASB issued Accounting Standards Update No. 2015-01 (ASU 2015-01),Income Statement – Extraordinary and Unusual Items (Subtopic 225-20).ASU 2015-01 eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or

control, such transaction is presumedexpected to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. Paragraph 225-20-45-2 contains the following criteria that must both be metaccounted for extraordinary classification: (1) Unusual nature. The underlying event or transaction should possess a high degree of abnormality and be of a type clearly unrelated to, or only incidentally related to, the ordinary and typical activities of the entity, taking into account the environment in which the entity operates. (2) Infrequency of occurrence. The underlying event or transaction should be of a type that would not reasonably be expected to recur in the foreseeable future, taking into account the environment in which the entity operates. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the guidance prospectively. A reporting entity also may apply the guidance retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not currently expect that the adoption of ASU 2015-01 will have any impact on the Company’s financial statement presentation or disclosures.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (ASU 2015-02),Consolidation (Topic 810).ASU 2015-02 changes the guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation mode. ASU 2015-02 affects the following areas:  (1) limited partnerships and similar legal entities; (2) evaluating fees paid to a decision maker or a service provider as a variable interest; (3) the effect of fee arrangements on the primary beneficiary determination; (4) the effect of related parties on the primary beneficiary determination; and (5) certain investment funds. ASU 2015-02 is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the guidance in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. A reporting entity may apply the amendments in this guidance using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively. The Company does not currently expect that the adoption of ASU 2015-02 will have any impact on the Company’s financial statement presentation or disclosures.

In April 2015, the FASB issued Accounting Standards Update No. 2015-03 (ASU 2015-03),Interest – Imputation of Interest (Subtopic 835-30). ASU 2015-03 simplifies the presentation of debt issuance costs and requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the new guidance. ASU 2015-3 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within that fiscal year. Early adoption is permitted for financial statements that have not been previously issued. An entity is required to apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to complyreverse merger, with the applicable disclosures for a change in anoperating company being considered the legal acquiree and accounting principle. These disclosures includeacquirer, and we would be considered the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted,legal acquirer and the effectaccounting acquiree. As a result, at and subsequent to closing of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The adoption of ASU 2015-03 is not expected to have any impact on the Company’s financial statement presentation or disclosures.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company limits its exposure to credit loss by investing its cash with high credit quality financial institutions.

Critical Accounting Policies and Estimates

The Company prepared its condensed financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date ofsuch transaction, the financial statements and the reported amount of revenues and expenses during the reporting period. Management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.

The following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Company’s financial statements.

Income Taxes

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between theoperating company would become our financial statements and the tax basis of assets and liabilities.for all periods presented.

Commitments

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

Results of Operations

The Company has no revenue-generating operations at September 30, 2015.

Three Months Ended September 30, 2015 and 2014

General and Administrative. For the three months ended September 30, 2015, general and administrative expenses were $39,781, which consisted of professional fees of $16,703, filing fees of $8,970, rent of $10,740, and other operating costs of $3,368.

For the three months ended September 30, 2014, the Company incurred $450 of general and administrative expenses.

Cost of Pending Transaction. During the three months ended September 30, 2015, the Company incurred professional fees relating to a potential acquisition in the amount of $79,053.

Interest Expense. For the three months ended September 30, 2015, there was no interest expense. Interest expense for the three months ended September 30, 2014 of $1,589 consisted of interest expense on an advance from a related party, which was paid on May 12, 2015.

Net Loss. For the three months ended September 30, 2015, the Company incurred a net loss of $118,834, as compared to a net loss of $2,039 for the three months ended September 30, 2014.

Nine Months Ended September 30, 2015 and 2014

General and Administrative. For the nine months ended September 30, 2015, general and administrative expenses were $76,711, which consisted of professional fees of $37,453, filing fees of $14,939, rent of $19,140, and other operating costs of $5,179.

For the nine months ended September 30, 2014, the Company incurred $1,442 of general and administrative expenses.

Cost of Pending Transaction. During the nine months ended September 30, 2015, the Company incurred professional fees relating to a potential acquisition in the amount of $79,053.

Interest Expense. For the nine months endedSeptember 30, 2015, interest expense of $1,589 consisted of interest expense on an advance from a related party, which was paid on May 12, 2015. Interest expense for the nine months ended September 30, 2014 of $4,767 consisted of interest expense on the same related party advance, which was paid on May 12, 2015.

Cost to Settle Contingent Claims. For the nine months ended September 30, 2015, the Company incurred a loss from settlement of contingent claims of $92,519, which consisted of amounts paid to settle debts to professionals and related parties for which the Company was potentially liable. Such amounts were settled and paid in cash in connection with the change-in-control transaction that occurred on May 12, 2015.

Net Loss. For the nine months ended September 30, 2015, the Company incurred a net loss of $249,872, as compared to a net loss of $6,209 for the nine months ended September 30, 2014.

Liquidity and Capital Resources – September 30, 2015

The Company’s condensed financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At September 30, 2015, the Company didWe do not have any business operations. The Company has experienced recurring operating losses and negative operating cash flows, and has financed its recent working capital requirements through the issuance of equity securities, as well as borrowings from related parties. As a result, management believes that there is substantial doubt about the Company’s ability to continue as a going concern (see “Going Concern” above).

At September 30, 2015, the Company had working capital of $48,939, as compared to a working capital deficit of $123,963long-term commitments at DecemberMarch 31, 2014, an increase in working capital of $172,902 for the nine months ended September 30, 2015. At September 30, 2015, the Company had cash of $101,811, as compared to $0 at December 31, 2014, an increase of $101,811 for the nine months ended September 30, 2015. At September 30, 2015, the Company also had funds held in trust by attorneys of $0, as compared to $25,000 at December 31, 2014, a decrease of $25,000 for the nine months ended September 30, 2015. The increase in working capital and cash for the nine months ended September 30, 2015 was the result of a private placement of the Company’s common stock and a capital contribution in May 2015 that generated net proceeds of $422,774.

Operating Activities. For the nine months ended September 30, 2015, operating activities utilized cash of $240,054 to fund general and administrative expenses, the costs of a pending transaction, and a loss from the settlement of contingent claims. The Company did not have any operating activities during the nine months ended September 30, 2014.

Investing Activities. For the nine months ended September 30, 2015, investing activities generated cash of $25,000 from a decrease in funds held in trust by an attorney. The Company did not have any investing activities during the nine months ended September 30, 2014.

Financing Activities. For the nine months ended September 30, 2015, financing activities totaled $316,865, which consisted of the gross proceeds of $248,976 received from the sale of 4,979,524 shares of the Company’s common stock and a capital contribution of $175,000 in May 2015, less the payment of $1,202 for costs incurred relating to such stock sale, and the repayment of related party advances, including accrued interest, in the amount of $105,909. The Company did not have any financing activities during the nine months ended September 30, 2014.

2017.

Off-Balance Sheet Arrangements

At September 30, 2015, the CompanyMarch 31, 2017, we did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

ITEMItem 4. CONTROLS AND PROCEDURES

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company carried outBased on an evaluation under the supervision and with the participation of itsour management, consisting of itsour principal executive officer and principal financial officer (who is the same person), of the effectiveness of the Company’shave concluded that our disclosure controls and procedures (asas defined in Rules 13a-15(e) and 15d-15(e) ofunder the Exchange Act (defined below)). Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that,were not effective as of the end of the period covered in this report, the Company’s disclosure controls and procedures were not effectiveMarch 31, 2017 to ensure that information required to be disclosed by us in reports filedthat we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is (i) recorded, processed, summarized and reported within the required time periods specified in the SEC rules and isforms and (ii) accumulated and communicated to the Company’sour management, consisting of the Company’sincluding our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company madeBased on this determination becauseevaluation, our management concluded that, as of March 31, 2017, our internal control over financial reporting was not effective due to (i) insufficient segregation of duties in the Company did not timely file its Quarterly Report on Form 10-Q forfinance and accounting functions due to limited personnel; and (ii) inadequate corporate governance policies. In the quarterly period ended June 30, 2015.future, subject to working capital limitations, we intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.

The Company’s management, consisting of its principal executive officer and principal financial officer, does not expect that its disclosure controls and procedures or its internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, 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. Due to 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. In addition, as conditions change over time, so too may the effectiveness of internal controls. However, management believes that the financial statements included in this report fairly present, in all material respects, the Company’s financial condition, results of operations and cash flows for the periods presented.

(b) Changes in Internal Controls overControl Over Financial Reporting

The Company’s management, consisting of its principal executive officer and principal financial officer, has determined that there was no changeThere have not been any changes in the Company’sour internal control over financial reporting (as thatsuch term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of13a-15(f) under the Securities Exchange Act of 1934) occurredAct) during or subsequentthe fiscal period to the end of the period covered inwhich this report relates that hashave materially affected, or isare reasonably likely to materially affect, the Company’sour internal control over financial reporting.  However, as there was a change in the Company’s management in May 2015, new management is in the process of developing controls and procedures that are adequate to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to the Company’s management, consisting of the Company’s principal executive officer and principal financial officer (who is the same person), to allow timely decisions regarding required disclosure.