Inspired Builders, Inc.

Quarterly Report on Form 10-Q

March 31, 2016

Table of ContentsTABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.1 – Financial Statements.

The following unaudited interim financial statements of Inspired Builders, Inc. (referred to herein as the “Company,” “we,” “us” or “our”) are included in this quarterly report on Form 10-Q: 

INSPIRED BUILDERS,BUILDER, INC

CONDENSED BALANCE SHEETS

See accompanying notes to financial statements.

INSPIRED BUILDERS, INC.

CONDENSEDSTATEMENTSCONDENSED STATEMENTS OF OPERATIONS

(unaudited)(UNAUDITED)

See accompanying notes to financial statements.

INSPIRED BUILDERS, INC

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

See accompanying notes to financial statements.

Inspired Builders, Inc.

Notes to Condensed Financial StatementsNOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

As of DecemberMarch 31, 2014 2016

(unaudited)(Unaudited)

NOTE 1. Nature of OperationsGENERAL ORGANIZATION AND BUSINESS

Inspired Builders, Inc. (the “Company”) was incorporated in the State of Nevada in February 2010. TheUntil August 15, 2017 the Company is a construction company that specializeswas directing it’s focus on acquiring, investing in, residential home repairdeveloping and home improvements.  The Company contracts with homeowners to build custom home improvements, including shelving for closets, bathroom remodeling, upgrading home entertainment centersmanaging real estate properties and replacing flooring.  In May 2013,related investments. On August 15, 2017, Inspired Builders (the “Company”), the Company’s board of directors determined that conversionmajority shareholders of the Company’s corporate statusCompany (the “Sellers”) and JJL Capital Management, LLC (the “Purchaser”) entered into a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchaser purchased from the Sellers 5,643,979 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), representing approximately 50.73% of the issued and outstanding shares of the Company, for an aggregate purchase price of $564.39 (the “Purchase Price”). On August 16, 2017, the closing of the transaction occurred (“Closing Date”). Pursuant to that ofthe change in control transaction, we relocated to Miami, Florida and ceased all operations as a real estate investment trust (a “REIT”) would best supportcompany. Also, in connection therewith, Matthew Nordgren, the company’s strategic direction.  Accordingly,Company’s sole officer and Director, resigned from his positions and named Scott Silverman as sole director and to the board passedpositions of CEO, CFO, Chief Accounting Officer and adopted a resolution for the Company to be treated as a REIT.  As of October 28, 2014, the Company has not completed the necessary filings to change its status with the Internal Revenue Services. Secretary.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information necessary for a comprehensive presentation of financial position and results of operations. The interim results for the period ended DecemberMarch 31, 20142016 are not necessarily indicative of expected results for the full fiscal year. 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 statements presentation.

NOTE 2. Summary of Significant Accounting PoliciesSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following; estimates of the probability and potential magnitude of contingent liabilities, the valuation allowance for deferred tax assets due to continuing operating losses, valuation of shares issued in connection with the purchase of real estate, the valuation of the real estate and the evaluation of any impairment on the real estate.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

Cash and Cash Equivalents

The Company considersCash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid instruments purchasedinvestments with aan original maturity of three months or less to be cash equivalents.when purchased. There were no cash equivalents at DecemberMarch 31, 20142016 and September 30, 2014.2015.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.Earnings (Loss) per Share

Fair ValueIn accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of Financial Instruments

For purposeshares of this disclosure,common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the fair valueweighted average number of a financial instrument isshares of common stock, common stock equivalents and potentially dilutive securities outstanding during the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation.period. The carrying amountsCompany has 20,833 and 20,833 shares issuable upon conversion of cash, related partyconvertible notes payable mortgage payable, accounts payable and accrued expenses reportedthat were not included in the balance sheets are estimated by management to approximate fair value at Decembercomputation of dilutive loss per share because their inclusion is anti-dilutive for the periods ended March 31, 20142016 and September 30, 2014.

Revenue Recognition2015, respectively.

The Company records revenue for services rendered when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product/service is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured.

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2016

(Unaudited)

Income Taxes

The Company accounts for income taxes in accordance with generally accepted accounting principles which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between financial statement and income tax bases of assets and liabilities that will result in taxable income or deductible expenses in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets and liabilities to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period adjusted for the change during the period in deferred tax assets and liabilities.

The Company follows the accounting requirements associated with uncertainty in income taxes using the provisions of Financial Accounting Standards Board (FASB) ASC 740, Income Taxes .Taxes. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the positions will be sustained upon examination by the tax authorities. It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of DecemberMarch 31, 2014,2016, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. All tax returns from fiscal years 2010 to 20142015 are subject to IRS audit.

Earnings per shareFair Value of Financial Investments

In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,”  basic earnings (loss) per share is computed by dividing net income (loss) by weighted average numberThe fair value of shares of common stock outstanding during each period.  Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stockcash and cash equivalents, accounts payable, accrued liabilities, and potentially dilutive securities outstanding during the period. The Company has 20,833 and 0 shares issuable upon conversion of convertible notes payable that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the periods ended December 31, 2014 and 2013, respectively.

Recent accounting pronouncements

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, is to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction fromapproximates the carrying amount of that debt liability, consistentthese financial instruments due to their short-term maturity.

Use of Estimates

The preparation of financial statements in conformity with debt discounts. The ASU does notaccounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisionsreported amounts of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-04, “Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets”, permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-endliabilities and apply that practical expedient consistently from year to year. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015,disclosure of contingent assets and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”, provides guidance to customers about whether a cloud computing arrangement includes a software license. If such an arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-06, “Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions”, specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business beforeliabilities at the date of a drop down transaction should be allocated entirelythe financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Revenue and Cost Recognition

The Company has no current source of revenue; therefore, the Company has not yet adopted any policy regarding the recognition of revenue or cost.

Recent accounting pronouncements

The Company has reviewed the Accounting Standards Updates through ASU No. 2016-01 and these updates have no current applicability to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented inCompany or their effect on the financial statements)statements would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.have been significant.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

NOTE 3. Going ConcernGOING CONCERN

As reflected in the accompanying financial statements, the Company has a net loss of $59,244$103,491 and net cash used in operations of $6,847$3,402 for the threesix months ended DecemberMarch 31, 2014.2016. In addition, the Company has not had construction revenues since May 2011 and the only prospect for positive cash flow is through the issuance of common stock or debt. If the Company does not begin to generate sufficient revenue or raise additional funds through a financing, the Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. There are currently no plans or agreements in place to provide such funding. The Company will require additional funding to finance the growth of its future operations as well as to achieve its strategic objectives. This raises substantial doubt about its 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 generate revenue. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2016

(Unaudited)

NOTE 4. Real EstateREAL ESTATE

On June 24, 2013, the Company entered into an agreement with a related party to purchase a parcel of undeveloped land in Duval County, Florida. The purchase price for the Duval property was $1,350,000, payable by the Company’s delivery of a $750,000 mortgage at 3%, which was due on June 24, 2014 and has been extended to June 24, 2015. As of today the note is currently past due. The $600,000 balance of the purchase price was paid by approving the issuance to the seller of 100,000 shares of the Company’s common stock. The $0.001 par value per share was valued by the parties at $6.00 per share, based on the closing price of the stock on the date of the closing. The note is secured by a lien on the real estate. In accordance with ASC 845-10-S99, transfers of nonmonetary assets for stock or other consideration of the registrant are recorded at the predecessor cost. Accordingly, the Company recorded the value of the real estate acquired at the historical basis of $307,504. The Company became aware that there is a real estate tax lien for unpaid taxes at DecemberMarch 31, 20142016 and September 30, 20142015 of $13,873$25,307. On July 17, 2017, the Company assigned all interests in the property to a related party in exchange for an assumption of the mortgage principal and $10,500, respectively. interest of $750,000 and $90,370 respectively, and the real estate taxes payable of $23,714.

NOTE 5. Employment AgreementEMPLOYMENT AGREEMENT

On September 1, 2013 the Company entered into a three yearthree-year employment contract with its CEO. The CEO is to be paid $10,000 per month plus reimbursement for expenses and bonuses as determined by the board. The CEO will be entitled to one week paid vacation and is subject to a one year non-compete agreement at the end of the employment contract. As of June 30, 2014, the Company has paid the CEO a total of $10,000 and has accrued $90,000 for amounts due to the CEO. On June 30, 2014 the Company's CEO converted $90,000 of accrued salary into an unsecured promissory note. The Note accrues interest at a rate of 5% per annum and is due June 30, 2015. As of DecemberMarch 31, 20142016 and September 30, 2014, the2015 Company recorded $60,000$210,000 and $30,000,$150,000, respectively of accrued salary. On November 15, 2016, the CEO and the Company entered into a Release and Settlement Agreement whereby the employment contract was terminated and $290,000 in accrued salary was forgiven. The accrued salary was accounted for as contributed capital.

NOTE 6. Mortgage PayableMORTGAGE PAYABLE – Related PartyRELATED PARTY

On June 24, 2013, the Company entered into an agreement with a related party to purchase a parcel of undeveloped land in Duval County, Florida. The purchase price for the Duval property was $1,350,000, payable by the Company’s delivery of a $750,000 mortgage at 3%, which was due on June 24, 2014 and has been extended to June 24, 2015,2015. As of today the loan maturity dates were further extended to June 24, 2016.note is currently past due. The $600,000 balance of the purchase price was paid by approving the issuance to the seller of 100,000 shares of the Company’s common stock. The $0.001 par value per share was valued by the parties at $6.00 per share, based on the closing price of the stock on the date of the closing. As of DecemberMarch 31, 20142016 and September 30, 20142015 the Company has accrued interest of $34,213$62,322 and $28,541,$50,979, respectively, due on the mortgage. On July 17, 2017, the Company assigned all interests in the property to a related party in exchange for an assumption of the mortgage principal and interest of $750,000 and $90,370 respectively.

NOTE 7. Convertible Notes PayableCONVERTIBLE NOTES PAYABLE – Related PartyRELATED PARTY

On January 24, 2014, a related party loaned the Company $10,000, which is evidenced by a secured note payable with an interest rate of 12% and a maturity of January 24, 2015. These funds were used to pay 1 months’ salary to our Chief Executive Officer. If the loan in not repaid by January 24, 2015 it is convertible at the option of the holder into common stock at a share price of $.48 per share. Accrued interest at DecemberMarch 31, 20142016 and September 30, 20142015 amounted to $1,121$2,620 and $ 819,$2,015, respectively. Subsequently, the related party agreed to extend the promissory note maturity date to January 24, 2017. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $10,000 in principal and $3,373 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2016

(Unaudited)

NOTE 8. Notes PayableNOTES PAYABLE – Related PartiesRELATED PARTIES

On January 13, 2012 the Company entered into a 12 month12-month unsecured promissory note in the amount of $211,000. Interest accrues in arrears on the outstanding principal at the rate of ten percent (10.00%) per annum. Interest shall be payable on the last day of each quarter, commencing March 30, 2012, and continuing until the maturity date. Should the maker fail to pay the entire principal and accrued interest by the maturity date, the maker agrees that the interest rate shall increase to twelve percent (12.00%) per annum. On May 10, 2013, the Company and the related party agreed to extend the maturity of the loan for an additional year or until January 13, 2014. The loan maturity dates were further extended to January 13, 2016. On May 22, 2012, the Company borrowed an additional $32,714 from the related party, with the same terms, the loan maturity dates were extended to January 13, 2016. On September 17, 2012, the Company borrowed an additional $22,033$22,032 from the related party, with the same terms, the loan maturity dates were extended to January 13, 2016. On February 7, 2013, the Company borrowed an additional $28,773 from the related party, with the same terms, and on July 31, 2013, the Company borrowed an additional $30,000 from the related party, with the same terms. The loans maturity dates were further extended to February 7, 2016 and July 31, 2016, respectively. On December 20, 2013, the Company borrowed $2,500, on January 7, 2014, the Company borrowed $5,000, on February 6, 2014, the Company borrowed $5,520, the loans maturity dates were further extended to December 20, 2015 and January 7, 20162016. On February 17, 2014, the Company borrowed $4,400 and on June 26, 2014, the Company borrowed $3,080, the loans maturity dates were further extended to February 6, 2016 and February 17, 2016, respectively. The total outstanding principal at DecemberMarch 31, 20142016 and September 30, 20142015 amounted to $345,020.$345,019 and $345,019, respectively. Accrued interest at DecemberMarch 31, 20142016 and September 30, 2014,2015, amounted to $88,214$128,616 and $78,355,$111,191, respectively. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $345,019 in principal and $149,256 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

On November 13, 2013, a related party entered into an unsecured note payable for $25,000 with an interest rate of 5% due November 13, 2014. The2014, the maturity date on the loan was further extended to November 11, 2015. Accrued interest at DecemberMarch 31, 20142016 and September 30, 20142015 amounted to $1,414$2,976 and $1,099.$2,346. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $25,000 in principal and $3,760 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

On January 13, 2014 and January 20, 2014, a related party entered into two unsecured note payables for a total of $25,632 with an interest rate of 5% due January 20, 2015, the loans maturity dates were further extended to January 13, 2016 and January 20, 2016, respectively. Accrued interest at DecemberMarch 31, 20142016 and September 30, 20142015 amounted to $2,268$5,260 and $1,664, respectively.$4,053. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $25,632 in principal and $6,763 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

On June 19, 2014 the Company’s CEO entered into an unsecured note payable of $30,000 with an interest rate of 10% due on June 19, 2015, the loans maturity was further ended to June 16, 2016. Accrued interest at DecemberMarch 31, 20142016 and September 30, 20142015 amounted to $1,603$5,351 and $847,$3,838 respectively. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $30,000 in principal and $7,233 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

On October 14, 2014 the Company’s CEO loaned the Company $3,482, which is evidenced by an unsecured note payable with an interest rate of 5% and a maturity of October 13, 2015. Accrued interest at DecemberMarch 31, 20142016 and September 30, 2015 amounted to $255 and $167. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $3,482 in principal and $364 in accrued interest was $38.forgiven. The transaction was accounted for as contributed capital.

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2016

(Unaudited)

On October 14, 2014 the Company’s CEOa related party loaned the Company $3,320, which is evidenced by an unsecured note payable with an interest rate of 5% and a maturity of October 13, 2015. Accrued interest at DecemberMarch 31, 20142016 and September 30, 2015 amounted to $243 and $159. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $3,320 in principal and $347 in accrued interest was $37.forgiven. The transaction was accounted for as contributed capital.

On June 30, 2014 the Company's CEO converted $90,000 of accrued salary into an unsecured promissory note. The Note accrues interest at a rate of 5% per annum and is due June 30, 2015. Accrued interest at DecemberMarch 31, 20142016 and September 30, 2015 was $2,259.$7,890 and $5,622, respectively. On November 15, 2016, the CEO and the Company entered into a Release and Settlement Agreement whereby the Note, comprising of $90,000 of principal and $10,714 of interest was forgiven. The transaction was accounted for as contributed capital.

On February 20, 2015, a related party entered into an unsecured note payable for $55,000 with an interest rate of 10% due February 20, 2016. Accrued interest as of June 30, 2015 amounted to $2,214. Accrued interest at March 31, 2016 and September 30, 2015 amounted to $6,103 and $3,600. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $55,000 in principal and $9,553 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

9. Commitments and ContingenciesCOMMITMENTS AND CONTINGENCIES

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results. The Company became aware that there is a real estate tax lien for unpaid taxes at September 30, 2014 and December 31, 2014 of $10,500 and $13,837, respectively.

10. Concentration of Credit RiskCONCENTRATION OF CREDIT RISK

The Company relies heavily on the support of its president and majority shareholder. A withdrawal of this support, for any reason, will have a material adverse effect on the Company’s financial position and its operations.

11. Related Party TransactionRELATED PARTY TRANSACTIONS

On January 13, 2012 the Company entered into a 12 month12-month unsecured promissory note in the amount of $211,000. Interest accrues in arrears on the outstanding principal at the rate of ten percent (10.00%) per annum. Interest shall be payable on the last day of each quarter, commencing March 30, 2012, and continuing until the maturity date. Should the maker fail to pay the entire principal and accrued interest by the maturity date, the maker agrees that the interest rate shall increase to twelve percent (12.00%) per annum. On May 10, 2013, the Company and the related party agreed to extend the maturity of the loan for an additional year or until January 13, 2014. The loan maturity dates were further extended to January 13, 2016. On May 22, 2012, the Company borrowed an additional $32,714 from the related party, with the same terms, the loan maturity dates were extended to January 13, 2016. On September 17, 2012, the Company borrowed an additional $22,033$22,032 from the related party, with the same terms, the loan maturity dates were extended to January 13, 2016. On February 7, 2013, the Company borrowed an additional $28,773 from the related party, with the same terms, and on July 31, 2013, the Company borrowed an additional $30,000 from the related party, with the same terms. The loans maturity dates were further extended to February 7, 2016 and July 31, 2016, respectively. On December 20, 2013, the Company borrowed $2,500, on January 7, 2014, the Company borrowed $5,000, on February 6, 2014, the Company borrowed $5,520, the loans maturity dates were further extended to December 20, 2015 and January 7, 20162016. On February 17, 2014, the Company borrowed $4,400 and on June 26, 2014, the Company borrowed $3,080, the loans maturity dates were further extended to February 6, 2016 and February 17, 2016, respectively. The total outstanding principal at December 31, 2014June 30, 2015 and September 30, 2014 amounted to $345,020.$345,019 and $345,019, respectively. Accrued interest at DecemberMarch 31, 20142016 and September 30, 2014,2015, amounted to $88,214$128,616 and $78,355,$111,191, respectively. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $345,019 in principal and $149,256 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2016

(Unaudited)

On June 24, 2013, the Company entered into an agreement with a related party to purchase a parcel of undeveloped land in Duval County, Florida. The purchase price for the Duval property was $1,350,000, payable by the Company’s delivery of a $750,000 mortgage at 3%, which was due on June 24, 2014 and has been extended to June 24, 2015,2015. As of today the loan maturity dates were further extended to June 24, 2016.note is currently past due. The $600,000 balance of the purchase price was paid by approving the issuance to the seller of 100,000 shares of the Company’s common stock. The $0.001 par value per share was valued by the parties at $6.00 per share, based on the closing price of the stock on the date of the closing. As of DecemberMarch 31, 20142016 and September 30, 20142015 the Company has accrued interest of $34,213$62,322 and $28,541,$50,979, respectively, due on the mortgage.

On July 17, 2017, the Company assigned all interests in the property to a related party in exchange for an assumption of the mortgage principal and interest of $750,000 and $90,370 respectively.

On November 13, 2013, a related party entered into an unsecured note payable for $25,000 with an interest rate of 5% due November 13, 2014. The2014, the maturity date on the loan was further extended to November 11, 2015. Accrued interest at DecemberMarch 31, 20142016 and September 30, 20142015 amounted to $1,414$2,976 and $1,099.$2,346. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $25,000 in principal and $3,760 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

On January 13, 2014 and January 20, 2014, a related party entered into two unsecured note payables for a total of $25,632 with an interest rate of 5% due January 20, 2015, the loans maturity dates were further extended to January 13, 2016 and January 20, 2016, respectively. Accrued interest at DecemberMarch 31, 20142016 and September 30, 20142015 amounted to $2,268$5,260 and $1,664, respectively.$4,053. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $25,632 in principal and $6,763 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

On January 24, 2014, a related party loaned the Company $10,000, which is evidenced by a secured note payable with an interest rate of 12% and a maturity of January 24, 2015. These funds were used to pay 1 months’ salary to our Chief Executive Officer. If the loan in not repaid by January 24, 2015 it is convertible at the option of the holder into common stock at a share price of $.48 per share. Accrued interest at DecemberMarch 31, 20142016 and September 30, 20142015 amounted to $1,121$2,620 and $ 819,$2,015, respectively. Subsequently, the related party agreed to extend the promissory note maturity date to January 24, 2017. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $10,000 in principal and $3,373 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

On June 19, 2014 the Company’s CEO entered into an unsecured note payable of $30,000 with an interest rate of 10% due on June 19, 2015, the loans maturity was further ended to June 16, 2016. Accrued interest at DecemberMarch 31, 20142016 and September 30, 20142015 amounted to $1,603$5,351 and $847,$3,838 respectively. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $30,000 in principal and $7,233 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

On October 14, 2014 the Company’s CEO loaned the Company $3,482, which is evidenced by an unsecured note payable with an interest rate of 5% and a maturity of October 13, 2015. Accrued interest at DecemberMarch 31, 20142016 and September 30, 2015 amounted to $255 and $167. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $3,482 in principal and $364 in accrued interest was $35. forgiven. The transaction was accounted for as contributed capital.

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2016

(Unaudited)

On October 14, 2014 the Company’s CEOa related party loaned the Company $3,320, which is evidenced by an unsecured note payable with an interest rate of 5% and a maturity of October 13, 2015. Accrued interest at DecemberMarch 31, 20142016 and September 30, 2015 amounted to $243 and $159. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $3,320 in principal and $347 in accrued interest was $37.forgiven. The transaction was accounted for as contributed capital.

On June 30, 2014 the Company’sCompany's CEO converted $90,000 of accrued salary into an unsecured promissory note. The noteNote accrues interest at a rate of 5% per annum and is due June 30, 2015. Accrued interest at DecemberMarch 31, .20142016 and September 30, 2015 was $2,259.

12. Subsequent Events$7,890 and $5,622, respectively. On November 15, 2016, the CEO and the Company entered into a Release and Settlement Agreement whereby the Note, comprising of $90,000 of principal and $10,714 of interest was forgiven. The transaction was accounted for as contributed capital.

On February 2,20, 2015, a related party entered into an unsecured note payable for $55,000 with an interest rate of 10% due February 20, 2016. Accrued interest as of June 30, 2015 amounted to $2,214. Accrued interest at March 31, 2016 and September 30, 2015 amounted to $6,103 and $3,600. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $55,000 in principal and $9,553 in accrued interest was forgiven. The transaction was accounted for as contributed capital.

In December 201312. SUBSEQUENT EVENT

On November 15, 2016, our CEO and the Company entered into a joint venture agreement with Development Property Holdings, Inc.Release and Settlement Agreement whereby an Employment Contract was terminated and $290,000 in accrued salary was forgiven. The accrued salary was accounted for as contributed capital (See Note 5).

On November 15, 2016, the Company and a California corporation, to enterrelated party entered into a Release and becomeSettlement Agreement whereby a Florida joint venture for the purpose of acquiring certain commercial real propertyConvertible Note Payable in the Stateamount of Florida.$10,000 in principal and $3,373 in accrued interest was forgiven. The joint venturetransaction was supposedaccounted for as contributed capital (See Note 7).

On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby multiple notes payable in the aggregate amounts of $345,019 in principal and $149,256 in accrued interest were forgiven. The transaction was accounted for as contributed capital (See Note 8).

On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Note Payable in the amounts of $25,000 in principal and $3,760 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).

On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Note Payable in the amounts of $25,632 in principal and $6,763 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).

On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Note Payable in the amounts of $30,000 in principal and $7,233 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).

On November 15, 2016, the Company and CEO entered into a Release and Settlement Agreement whereby a Note Payable in the amounts of $3,482 in principal and $364 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).

On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Note Payable in the amounts of $3,320 in principal and $347 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).

Inspired Builders, Inc.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2016

(Unaudited)

On November 15, 2016, the CEO and the Company entered into a Release and Settlement Agreement whereby a Note Payable, comprising of $90,000 of principal and $10,714 of interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).

On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Note Payable, comprising of $55,000 in principal and $9,553 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).

On July 17, 2017, the Company assigned all interests in the property owned in Duval County, FL to be vested 50% by each partnera related party in exchange for an assumption of the mortgage principal and interest of $750,000 and $90,370 respectively, and of real estate taxes payable of $23,714 (See Notes 4 and 6).

On August 15, 2017, Inspired Builders (the “Company”), the majority shareholders of the Company (the “Sellers”) and JJL Capital Management, LLC (the “Purchaser”) entered into a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchaser purchased from the Sellers 5,643,979 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), representing approximately 50.73% of the issued and outstanding shares of the Company, for an aggregate purchase price of $564.39 (the “Purchase Price”). On August 16, 2017, the closing of the transaction occurred (“Closing Date”). Pursuant to the change in control transaction, we relocated to Miami, Florida and ceased all decisions, costs, expensesoperations as a real estate company. Also, in connection therewith, Matthew Nordgren, the Company’s sole officer and profits will be divided evenly betweenDirector, resigned from his positions and named Scott Silverman as sole director and to the two partners. To date, the Florida joint venture has not been executed nor closed on any propertiespositions of CEO, CFO, Chief Accounting Officer and is still searching for it’s first project. As of August 26, 2015, the joint venture has not been formed with Development Property Holdings, Inc.Secretary (See Note 1).

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

The following discussion and analysis summarizes the significant factors affecting our condensed results of operations, financial condition and liquidity position for the three months ended December 31, 2014. These financial statements should be read in conjunction with the financial statements of the Company for the year ended September 30, 2014 and notes thereto contained in the information filed as part of the Company’s Annual Report on Form 10-K, which was filed with the Commission on August 21, 2015. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Forward-Looking Statements

Forward-looking statements in this Quarterly ReportThis quarterly report on Form 10-Q including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affectedother reports filed by our ability to manage growth and competition; and (iii) other risks and uncertainties indicatedInspired Builders, Inc. (the “Company”) from time to time in our filings with the Securities and Exchange Commission (“SEC”SEC (collectively, the “Filings”).

In some cases, you can identify contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements.Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. WeWhen used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are under no dutysubject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements afterto conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of this Report.

the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read alongin conjunction with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.thereto appearing elsewhere in this report.

Plan of Operations

We have commenced limited operations and we will require outside capital to implement our business model.

Inspired Builders, Inc., a Nevada Corporation, was previously located in Boston, Massachusetts. On January 13, 2012, pursuant to the change of control transaction, we relocated to Santa Monica, California. Until the change of control transaction, we focused on repairing and providing home improvements for the homeowners.

Going forward, we expect to redirect Until August 15, 2017 the Company’s focus toCompany was focused on acquiring, investing in, developing and managing real estate properties and related investments. Any such efforts will require substantial financialOn August 15, 2017, pursuant to another change in control transaction, we relocated to Miami, Florida and management resources, which the Company does not currently possess.  Therefore, while we will seek to acquire these resourcesceased all operations as a part of our business plans, there can be no assurance of our success, and therefore, in our ability to enter the real estate investment or any other market.company.  

Limited Operating HistoryOur principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We are a shell company which is moving forward with the business of identifying and entering into a business combination with a privately held business or company, domiciled and operating in an emerging market that is seeking the advantages of being a publicly held corporation whose stock is traded on the OTC market place.  We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

We have generatedmay consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Our sole officer and director has indicated that he is willing to loan additional funds to the Company to cover any shortfalls, although there is no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejectionwritten agreement or guarantee of our business model and/or sales methods.such actions.

Results of Operation

Results of Operations forFor the first Quarter Ended Decemberthree months ended March 31, 20142016 and 20132015

Construction RevenueFor the three months ended March 31, 2016, we generated no revenue as compared to no revenue for the same period ended March 31, 2015.

We had no construction revenueExpenses for the three months ended DecemberMarch 31, 2013 and December 31, 2014.

The lack2016 totaled $58,093 resulting in a net loss of revenue is primarily attributable to the decrease in business and operations resulting from the Company’s sole officer and director withdrawing his full-time attention to the Company’s business and the change of control transaction and our new officers and directors trying to figure out the new direction of the Company.

Operating$58,093. Expenses

Our total operating expenses increased from $38,744 for the three months ended DecemberMarch 31, 2013 to $41,9512016 consisted of $39,603 in general and administrative expenses and $18,490 in interest expense. In comparison, expenses for the same period ended March 31, 2015 totaled $52,293 resulting in a net loss of $52,293. Expenses for the period ended March 31, 2015 consisted of $35,362 in general and administrative expenses and $16,931 in interest expense. The increase in the expenses for the three months ended DecemberMarch 31, 2014, an increase of $3,207.

The increase in operating expenses2016 is negligible and just a fluctuation based on incremental adjustments of professional fees.fees and interest expense from notes payable.

Net LossFor the six months ended March 31, 2016 and 2015

Net loss increasedFor the six months ended March 31, 2016, we generated no revenue as compared to no revenue for the same period ended March 31, 2015.

Expenses for the six months ended March 31, 2016 totaled $103,491 resulting in a net loss of $(59,244)$103,491. Expenses for the threesix months ended DecemberMarch 31, 2014 from2016 consisted of $66,309 in general and administrative expenses and $37,182 in interest expense. In comparison, expenses for the same period ended March 31, 2016 totaled $111,537 resulting in a net loss of $(52,842)$111,537. Expenses for the threeperiod ended March 31, 2015 consisted of $77,313 in general and administrative expenses and $34,224 in interest expense. The decrease in the expenses for the six months ended DecemberMarch 31, 2013, an increase in net loss2016 is negligible and just a fluctuation based on incremental adjustments of $6,402.

The increase in net loss was primarily due to the increased operating expensesprofessional fees and interest expense due to an increase infrom notes payable.

Liquidity and Capital Resources

Liquidity is the abilityAs of a companyMarch 31, 2016, and to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. We have been funding our operations through the sale of our common stock.

Our net revenues aredate, we did not sufficient to fund our operating expenses. At December 31, 2014, we hadmaintain a cash balance of $379. We currently have no material commitments for capital expenditures. We may be required to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that basedand must rely on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months. Other than cash, we presently have no other alternative source of working capital. We may not have sufficient working capitalan affiliate to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations. We will need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company.business operations. The Company is actively pursuing merger opportunities as described herein.  

Off Balance Sheet Arrangement

We do not anticipate that we will be profitable in 2015. Therefore our future operations will be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations.

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

Critical Accounting Policies and Estimates

We believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed 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 not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.

Revenue recognition

The Company records revenue for services rendered when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) the product/service is delivered, (iii) the sales price to the customer is fixed or determinable, and (iv) collectability of the related customer receivable is reasonably assured.

Stock-based compensation

We account for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. There were no options outstanding as of December 31, 2014. We account for non-employee share-based awards in accordance with ASC Topic 505-50.

Recent Accounting Pronouncements

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, is to simplify presentation of debt issuance costs by requiring 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 ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-04, “Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets”, permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”, provides guidance to customers about whether a cloud computing arrangement includes a software license. If such an arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-06, “Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions”, specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures aboutAbout Market Risk.

Not required for smaller reporting companies.We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 as amended(“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the ‘‘Exchange Act’’). DisclosureCompany’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures include, without limitation,(as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures designedare not effective as of March 31, 2016, to ensure that information required to be disclosed by an issuerthe Company in the reports that itthe Company files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer concluded that our disclosure controls and procedures are not effective, as of the three months ended December 31, 2014, in ensuring that material information that 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 the Securities and Exchange CommissionSEC’s rules and forms.

forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure for the reason described below.

During the assessmentBecause of the effectivenessour limited operations, we have a limited number of internal control overemployees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial reportingexpert. As we grow and expand our operations we will engage additional employees and experts as of December 31, 2014,needed. However, there can be no assurance that our management identified material weaknesses due to the fact that we onlyoperations will expand.

There have 1 officer and director and the lack of requisite U.S. generally accepted accounting principles (GAAP) expertise and experienced Chief Financial Officer and internal bookkeeper. One officer and director and a lack of expertise to prepare our financial statements in accordance with U.S. GAAP constitutes a material weaknessbeen no changes in our internal control over financial reporting. In order to mitigate the material weakness, we are searching for additional members to sit on our Board of Directors and be appointed as Officers of our Company. We may also engage an outside accounting firm to assist us in the preparation of our financial statements to ensurereporting that these financial statements are prepared in conformity to U.S. GAAP. We believe that appointing additional members to the Board of Directors and hiring additional officers will allow us to improve our internal control over financial reporting. Also, if we decide to engage a U.S. GAAP consultant it will increase the possibility that a material misstatement of our annual or interim financial statements will not occur, and we will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate. Until such time as we add members to our Board of Directors hire additional officers and/or hire the proper internal accounting staff with the requisite U.S. GAAP experience, however, it is unlikely we will be able to remediate the material weakness in our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our system of internal controls over financial reportingoccurred during the three months ended December 31, 2014period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II –- OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware ofinvolved in any such legal proceedings or claimslitigation that we believe willcould have a material adverse effect on our business, financial condition or operating results.results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

AsNot applicable because we are a “smallersmaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.company.

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

None.There were no unregistered sales of the Company’s equity securities during the three months ended March 31, 2016.

Item 3. Defaults Upon Senior Securities.

There were no reportable events under this Item 3defaults upon senior securities during the quarterly periodquarter ended DecemberMarch 31, 2014.2016. 

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other InformationInformation.

None.There is no other information required to be disclosed under this item which was not previously disclosed. 

ITEMItem 6. EXHIBITS.Exhibits.

In accordance with SEC Release 33-8238, exhibit 32.1 is being furnished and not filed.

SIGNATURES

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

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