UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-Q

(Mark One)[x] QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period
Ended December 31, 2014

[ ]  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Transition Period from __________ to _________ 
Commission
file number:  000-27831

EV
CHARGING USA, INC.
(Exact name of registrant as specified in its charter)

|Nevada                                                         |  | 91-1947658                       
|-------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



|180 North LaSalle St., 37th Floor
        Chicago, IL |  | 60601     
|----------------------------------------------------- |  | ----------
|(Address of principal executive offices)              |  | (Zip code)

(312) 216-5106
 (Registrant’s telephone number, including area code)
 (Former Name, former address and former fiscal year, if changed since last report)

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

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

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

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

Indicate by check mark whether the issuer is a shell
company (as defined in rule 12b-2 of the Exchange Act) Yes [ ]    No [ X ]

APPLICABLE ONLY TO
ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant
filed all documents and reports required by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court  Yes [   ]     No  [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding
of each of the issuer’s classes of common stock, as of the latest practicable date.
As of February  20, 2015, there were 155,892 shares of the Registrant's Common Stock outstanding.

EV CHARGING USA, INC.Report on Form 10-Q for the Quarterly Period Ended December 31, 2014

TABLE OF CONTENTS

|PART I - FINANCIAL INFORMATION |                                                                                       |  | 1  |   
|------------------------------ | ------------------------------------------------------------------------------------- |  | -- | --
|                               |                                                                                       |  |    |   
|Item 1.                        | Financial Statements                                                                  |  |    | 1 
|                               |                                                                                       |  |    |   
|Item 2.                        | Management's Discussion and Analysis of Financial Condition and Results of Operations |  |    | 7 
|                               |                                                                                       |  |    |   
|Item 3.                        | Quantitative and Qualitative Disclosures about Market Risk                            |  |    | 11
|                               |                                                                                       |  |    |   
|Item 4.                        | Controls and Procedures                                                               |  |    | 11
|                               |                                                                                       |  |    |   
|PART II - OTHER INFORMATION    |                                                                                       |  |    |   
|                               |                                                                                       |  |    |   
|Item 1.                        | Legal Proceedings                                                                     |  |    | 12
|                               |                                                                                       |  |    |   
|Item 1A.                       | Risk Factors                                                                          |  |    | 12
|                               |                                                                                       |  |    |   
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds.                          |  |    | 12
|                               |                                                                                       |  |    |   
|Item 4.                        | (Removed and Reserved).                                                               |  |    | 12
|                               |                                                                                       |  |    |   
|Item 5.                        | Other Information                                                                     |  |    | 12
|                               |                                                                                       |  |    |   
|Item 6.                        | Exhibits                                                                              |  |    | 12
|                               |                                                                                       |  |    |   
|SIGNATURES                     |                                                                                       |  | 13 |   

THIS REPORT CONTAINS
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS,
ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, ACHIEVEMENTS AND PROSPECTS TO
BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION
TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR
IN THE FUTURE.







ITEM 1. FINANCIAL STATEMENTS



|EV CHARGING USA, INC.                                                                      
|-------------------------------------------------------------------------------------------
|CONSOLIDATED BALANCE SHEETS                                                                
|(Unaudited)                                                                                
|                                                                                           
|                                                                                           
|ASSETS                                                                                     
|                                                                                           
|CURRENT ASSETS:                                                                            
|                                                                                           
|Cash                                                                                       
|TOTAL ASSETS                                                                               
|                                                                                           
|                                                                                           
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                   
|                                                                                           
|CURRENT LIABILITIES:                                                                       
|                                                                                           
|Accrued Expenses                                                                           
|Loan Payable - related party                                                               
|Note payable - related party                                                               
|TOTAL CURRENT LIABILITIES                                                                  
|                                                                                           
|                                                                                           
|                                                                                           
|STOCKHOLDERS' DEFICIENCY                                                                   
|                                                                                           
|Preferred stock A, $.001 par value; 5,000,000 shares authorized issued and outstanding     
|Preferred stock B, $.001 par value; 5,000,000 shares authorized issued and outstanding     
|Preferred stock D, $.001 par value; 5,000,000 shares authorized  issued and outstanding    
|Common stock, $.001 par value; 500,000,000 shares authorized 155,892 issued and outstanding
|Additional paid in capital                                                                 
|Deficit accumulated during development stage                                               
|TOTAL STOCKHOLDERS' DEFICIENCY                                                             
|                                                                                           
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                             

The accompanying notes are an integral part of these financial statements



Table of Contents1







|EV CHARGING USA, INC.                          |  |   |                                    | 
|---------------------------------------------- |  | - | ---------------------------------- | 
|CONSOLIDATED STATEMENTS OF OPERATIONS          |  |   |                                    | 
|(Unaudited)                                    |  |   |                                    | 
|                                               |  |   |                                    | 
|                                               |  |   | Six months ended December 31, 2014 | 
|                                               |  |   |                                    | 
|                                               |  |   |                                    | 
|Revenue                                        |  | $ | —                                  | 
|                                               |  |   |                                    | 
|Operating expense                              |  |   |                                    | 
|General and administrative expenses            |  |   | 7,731                              | 
|Total Operating expense                        |  |   | 7,731                              | 
|                                               |  |   |                                    | 
|Loss from operations                           |  |   | (7,731)                            | 
|                                               |  |   |                                    | 
|Other expense (income)                         |  |   |                                    | 
|Interest expense - related party               |  |   | 121                                | 
|                                               |  |   | 121                                | 
|                                               |  |   |                                    | 
|Loss before provision for taxes                |  |   | (7,852)                            | 
|                                               |  |   |                                    | 
|Income tax provision                           |  |   | —                                  | 
|                                               |  |   |                                    | 
|NET LOSS                                       |  | $ | (7,852)                            | 
|                                               |  |   |                                    | 
|                                               |  |   |                                    | 
|                                               |  |   |                                    | 
|Basic and diluted loss per common share:       |  | $ | (0.05)                             | 
|                                               |  |   |                                    | 
|Weighted average number of shares outstanding: |  |   | 155,892                            | 



The accompanying notes are an integral part of these financial
statements

Table of Contents2







|EV CHARGING USA, INC.                      
|-------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS      
|(Unaudited)                                
|                                           
|                                           
|OPERATING ACTIVITIES:                      
|Net loss                                   
|Adjustments to reconcile net loss to net   
|cash used in operating activities:         
|                                           
|Changes in operating assets and liabilities
|Accrued expenses                           
|                                           
|NET CASH USED IN OPERATING ACTIVITIES      
|                                           
|FINANCING ACTIVITIES:                      
|Proceeds from issuance of common stock     
|Proceeds of loan from related party        
|NET CASH PROVIDED BY FINANCING ACTIVITIES  
|                                           
|INCREASE IN CASH                           
|                                           
|CASH - BEGINNING OF PERIOD                 
|                                           
|CASH - END OF PERIOD                       



The accompanying notes are an integral part of these financial
statements



Table of Contents3





EV CHARGING USA, INC

Notes to Consolidated Financial
Statements

December 31, 2014

(Unaudited)

Note 1 - Business description

Business

EV Charging USA, Inc.
(“the Company”) is in the development stage. We sell and service electrical vehicle charging stations. We are initially
providing these products and services in the metropolitan Chicago area and plan to expand nationally, starting in the Midwest,
as we identify business opportunities and as our financing permits.

On October 27,
2014, the Company completed an Agreement and Plan of Merger that it had entered into with EV USA Charging, Corp.
(“Charging”) In connection with the merger, the sole shareholder of the Charging received 2,180,000 shares of the
Company’s Series D Convertible Preferred Stock (“Series D”) in exchange for his shares of in the Company.
The merger has been accounted for as a recapitalization, whereby  Charging is the accounting acquirer. In connection with the merger, the Company completed a private placement of 350,000 shares of  Series D for
proceeds of $25,000. Each share of Series D is convertible into and has the voting power of 2,000 shares of Common Stock Also
in connection with the merger, the former president and sole director of the Company exchanged 5,000,000 shares of the
Company’s Series A Convertible Preferred Stock and 5,000,000 shares of its Series B Convertible Preferred Stock of the
Company owned by him and $40,928 of indebtedness owed by the Company to him for a convertible promissory note in the amount
of $400,000 and the proceeds of the private placement referred to above, which were applied to the convertible promissory
note.

Note 2 – Basis of Presentation

The unaudited financial statements
have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These
unaudited financial statements have been prepared in accordance with the accounting policies described in the Charging’s
audited financial statements for the fiscal year ended June 30, 2014, included in the Current Report on Form 8-K filed by the
Company with the SEC on October 29, 2014 (the “Super 8-K”), and do not include all
of the information and footnote disclosures included in our audited financial statements.

In the opinion of management,
the accompanying unaudited financial statements include all adjustments, consisting of normal recurring adjustments and accruals,
necessary to present fairly, in all material respects, the financial condition, results of operations and cash flows for the periods
presented. Operating results for the 3 and 6 months ended December 31, 2014, are not necessarily indicative of the results that
may be expected for the full fiscal year or any other period. These unaudited financial statements should be read in conjunction
with the Company’s audited financial statements included the Super 8-K.

The Company has
elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915):
Elimination of Certain Financial Reporting Requirements.  It no longer presents or discloses inception-to-date information
and other remaining disclosure requirements of Topic 915.

Note 3 – Significant accounting policies

Use of Estimates

The preparation of the financial
statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual
results could differ from those estimates.



Table of Contents4





Cash

The Company considers all short-term
highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

Start-Up Costs

In accordance with ASC 720,
“Start-up Costs,” the Company expenses all costs incurred in connection with the start-up and organization
of the Company.

Fair Value Measurements

The Company follows ASC 820, “Fair Value
Measurements and Disclosures”, which defines fair value as the exchange price that would be received for an asset or paid
to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes
between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs)
and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available
in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3).

The three levels of the fair value hierarchy are described below:

Level 1

Level 1 applies to assets or liabilities for which there
are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there
are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or
liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent
transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally
from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there
are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or
liabilities.

The fair value of cash, accrued expenses and loans payable
approximates their carrying amounts because of their immediate or short term maturity.



Income Taxes

The Company uses the asset and
liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method,
income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax
consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements
or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date.
A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive
and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.



Table of Contents5





ASC Topic 740.10.30 clarifies
the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition
threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting
in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

Recent
Accounting Pronouncements

Management
has considered all recent accounting pronouncements issued since the last audit of our financial statements and believes that
they will not have a material effect on the Company’s financial statements.

Note 4 – Going Concern

The accompanying financial statements
have been prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge
its liabilities in the normal course of business. The Company has not generated any revenues since inception and its current cash
balances will not meet its working capital needs. The continuation of the Company as a going concern is dependent upon, among
other things, the continued financial support from its shareholders or the attainment of profitable operations. These factors,
among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. There is no assurance
that the Company will be able to generate revenues in the future. These financial statements do not give any effect to any adjustments
that would be necessary should the Company be unable to continue as a going concern.

Note 5 –
Note Payable - Related Party

In connection with the merger
referred to in note 1, the company issued a promissory note in the amount of $400,000, which bears interest at 0.38% per annum
and matures October 27, 2015. $25,000 of the note was repaid with the proceeds of the private placement referred to in notes 1
and 7. The note is convertible, upon an event of default as defined therein, into shares of the Company’s Common Stock at
50% of its then current market price.

Note 6 –
Loan Payable - Related Party

Charging has entered into a
loan agreement with its former sole shareholder whereby he will loan Charging funds, as required, to operate its business. The
term of the loan is indefinite and can be repaid at any time in part or in full. The loan bears interest at 3.25% per annum. For
the period from inception (August 27, 2013) to December 31, 2014, he has loaned an aggregate of $10,000 to Charging. Interest
expense accrued on the loan was $121 and $77 for the 6 and 3 months ended December 31, 2014, respectively.

Note 7 – Stockholders’
Equity

In connection with merger referred
to in note 1, 2,180,000 shares of Series D were issued to the sole shareholder of Charging in the reverse merger.

Also in connection with the
merger, the Company completed a private placement of 350,000 shares of Series D for proceeds of $25,000.

Note 8 – Income Taxes

As of December 31, 2014 the
Company has approximately $19,500 of federal and state net operating loss carryovers (“NOLs”) which begin to expire
in 2033. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater
than 50% ownership change as determined under regulations.



Table of Contents6





In assessing the realization
of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets
will be realized. The ultimate realization of 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 taxable income and tax planning strategies in making this assessment. Based on the assessment, management
has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it
is more likely than not that all of the deferred tax asset will not be realized.

Note 9 – Subsequent
Events

Management has evaluated
events occurring after the date of these financial statements through the date that these financial statements were available
to be issued.



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

THE FOLLOWING DISCUSSION
SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S FINANCIAL STATEMENTS AND THE NOTES TO THOSE STATEMENTS AND OTHER FINANCIAL INFORMATION
APPEARING ELSEWHERE IN THIS REPORT.

General

We are in the business
of providing electric vehicle (“EV”) charging services and charging stations, enabling EV drivers to recharge their
vehicles easily at commercial locations or in their own garages. Our headquarters are in Chicago, Illinois. We are initially providing
our products and services in the metropolitan Chicago area and plan to expand nationally, starting in the Midwest, as we identify
business opportunities and as our financing permits. We perceive, but cannot assure, that there will be an increasing demand for
our products and services.

The
Company was incorporated in the State of Colorado in 1983, under the name Bugs, Inc. In 1999, it was redomiciled to the State
of Nevada through a merger. After this merger, it was known as Genesis Capital Corporation of Nevada and Milwaukee Iron Arena
Football, Inc. For several years prior to the merger described below, the Company was a shell company.

OnAugust
20, 2014, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) among itself,
MWKI Acquisition, Inc., an Illinois corporation and the Company’s wholly owned subsidiary
(“Acquisition”), and EV Charging USA, Corp., an Illinois corporation (“Charging”). This agreement was
amended on August 28, 2014, October 2, 2014, and October 23, 2014, and, as so amended, is referred to as the “Merger
Agreement.” Under the terms of the Merger Agreement, the Company agreed to acquire Charging as its wholly owned
subsidiary by merging Acquisition with and into Charging, such that the Company would acquire all of the outstanding shares
of Charging and the sole  holder of the shares of Charging immediately prior to the Merger would receive 2,180,000 shares of
Series D. Each share of Series D is convertible into 2,000 shares of the Company’s common stock, par value $0.001 per
share (“Common Stock”), such that upon such conversion, the holders of the outstanding shares of Charging
immediately prior to the Merger would own 4,360,000,000 shares of Common Stock. The Company has insufficient authorized
shares of Common Stock available for such conversion, and accordingly, it cannot take place until it completes corporate
action to authorize additional shares of Common Stock; it is required to take such action by December 31, 2015. Upon the
authorization of the additional shares (the “Automatic Conversion Event”), such conversion will occur
automatically. On December 22, 2014, the Company filed a definitive information statement with the SEC relating to such
authorization, and has  sent it to shareholders. The Company  will file the amendment to its articles of incorporation
required to authorize such additional shares and  the Automatic Conversion Event will occur in the near future.

The
merger contemplated by the Merger Agreement is referred to as the “Merger.”



Table of Contents7





OnOctober 27, 2014, the transactions contemplated by the Merger Agreement were closed and on the same day, the Merger was
consummated by the filing of a certificate of merger with the Secretary of State of the State of Illinois, upon which the Company
acquired Charging as its wholly owned subsidiary. Going forward, since we had no operations prior to the consummation of the Merger,
our business will be that of Charging only. A description of our business appears below under the caption “Description of
Business.” Our long-term goals are to continue the development of the business conducted by Charging initially in the Chicago
area and later in the Midwest and nationally and to become a significant factor in the electric vehicle charging market.

Prior to the consummation of the Merger, the
Company had 155,892 shares of Common Stock, 5,000,000 shares of Series A Preferred Stock, and 5,000,000 shares of Series B Preferred
Stock issued and outstanding. All of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock were held
beneficially by Richard S. Astrom, the Company’s former president and sole director. In satisfaction of a condition precedent
to the Merger, Mr. Astrom surrendered his shares of Series A Preferred Stock and Series B Preferred Stock to the Company, extinguished
the Company’s indebtedness to him and agreed to indemnify the Company from and hold it harmless against certain other liabilities,
all in exchange for (i) its issuance to him of a promissory note in the principal amount of $400,000.00 secured by a pledge agreement
and (ii) its prepayment to him of $25,000.00 of the principal amount of the promissory note. After these shares of Series A Preferred
Stock were surrendered, they were canceled and the Company filed with the Secretary of State of the State of Nevada a certificate
withdrawing the certificate of designation establishing the Series A Preferred Stock. At the closing under the Merger Agreement,
all of the outstanding shares of Series B Preferred Stock were surrendered and have been canceled. The Company has filed with
the Secretary of State of Nevada a certificate withdrawing the certificate of designation of this series.

Insatisfaction of a condition precedent to the Merger, the Company completed a private placement in which it received $25,000
and issued 350,000 shares of Series D  (the “Private Placement”).

After the Merger and
Private Placement, the Company had 155,892 shares of Common Stock and 2,530,000 shares of Series D   outstanding.
Upon the full conversion of the Series D.   the Company will have 5,060,155,892 shares of Common Stock outstanding.

Each share of Series
D   entitles the holder to cast a number of votes equal to the 2,000 shares of Common Stock into which it is convertible
on all matters upon which holders of Common Stock are entitled to vote. Since all of the shares of Series D   are
convertible into 5,060,000,000 shares of Common Stock, the holders thereof will be able to cast a like number of votes. One of
the holders of the Series D, Brian C. Howe, our president and sole director, owns 2,180,000 such shares and will
be able to cast 4,360,000,000 votes; thus, he has voting control of the Company.

As a result of the Merger,
the Company became a development stage company engaged in the  business described above.

Organization

As a result of the Merger,
the Company is the parent of Charging.

Change of Corporate
Name

OnOctober 21, 2014, the Company changed its corporate name from “Milwaukee Iron Arena Football, Inc.” to “EV
Charging USA, Inc.” by merging a wholly owned subsidiary of the Company that had the latter name into the Company, with
the Company as the surviving corporation and in connection with the merger, amending the articles of incorporation to effect the
change of name without a vote of the Company’s shareholders, as permitted by Nevada law. This subsidiary had no assets or
operations.



Table of Contents8





Accounting Treatment

TheMerger has been accounted for as a “reverse merger.” Consequently, the assets and liabilities and the historical
operations that were reflected in the Company’s financial statements prior to the Merger are those of Charging and have
been recorded at the historical cost basis of Charging, and the consolidated financial statements after completion of the Merger
include the assets and liabilities of the Company and Charging, historical operations of Charging and operations of Charging from
the closing date of the Merger. As a result of the issuance of the shares of Series D   upon the consummation of
the Merger, a change in control of the Company occurred on the date of consummation of the Merger. The Company was a “smaller
reporting company,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior
to the Merger and continues as such following the Merger.



RESULTS OF OPERATIONS

THREE MONTHS ENDED
DECEMBER 31, 2014COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2013

Revenues

We had no revenues
for the three months ended December 31, 2014, and for the three months ended December 31, 2013, because we were a development
stage company.

Operating
Expenses

Operating expenses for
the three months ended December 31, 2014, were $3,184, compared to $492 for the three months ended December 31, 2013. Operating
expenses increased in the later period to higher general and administrative expenses associated with the Merger.

Interest

We had interest expense
of $77 for the three months ended December 31, 2014, compared to $0.00 for the three months ended December 31, 2013.

Net Loss

We had a net loss of $3,261 for the three-month period ended December 31, 2014, as compared to $492 for the three-month period
ended December 31, 2013.





SIX MONTHS ENDED DECEMBER
31, 2014COMPARED TO THE PERIOD FROM INCEPTION TO DECEMBER 31, 2013

Revenues

We had no revenues for
the six months ended December 31, 2014, and for the period that began with the inception of the Company on August 27, 2013 and
ended December 31, 2013 (the “Inception Period”), because we were a development stage company.

Operating
Expenses

Operating expenses for
the six months ended December 31, 2014, were $7,731 compared to $4,690 for the Inception Period. Operating expenses increased
in the later period to higher general and administrative expenses associated with the Merger.

Interest

We had interest expense
of $121 for the six months ended December 31, 2014, compared to $0.00 for the Inception Period.



Table of Contents9





Net Loss

We had a net loss
of $7,731 for the six month period ended December 31, 2014, as compared to $4,690 for the Inception Period.

Going Concern

The accompanying financial
statements have been prepared assuming we will continue as a going concern. As discussed in this Current Report and in the notes
to our financial statements, we have not generated any revenues since inception, have incurred operating losses, and at June 30,
2014, and December 31, 2014, we had a working capital deficiency of $8,839 and $391,691, respectively. These factors, among others,
raise substantial doubt about our ability to continue as a going concern. Additionally, our independent registered public accounting
firm included an explanatory paragraph in their report on our audited financial statements regarding concerns about our ability
to continue as a going concern.

Our ability to continue
as a going concern is dependent upon our generating operating cash flow and raising capital sufficient to fund operations. Our
business strategy may not be successful in addressing these issues, however, and if we cannot continue as a going concern, our
shareholders may lose their entire investments.

Liquidity and
Capital Resources

Asof June 30, 2014, and December 31, 2014, we had assets of $320 and $353, respectively, all in cash, current liabilities
of $9,159 and $392,044, respectively, and shareholders’ deficiency of $8,839 and $391,691, respectively.

During these periods,
we had no revenues and incurred costs and expenses as set forth above.

During the period from
inception on August 23, 2013, to June 30, 2014, we expended net cash of $4,638 in operating activities and received net cash of
$8,000 from financing activities, while during the six month period ending December 31, 2014, expended net cash of $4,423 in operating
activities and received net cash of $4,456 from financing activities.

We anticipate that we
will meet our ongoing cash requirements by retaining income as well as through equity or debt financing. We estimate that our
expenses to fund our plan of operations (see below) over the next 12 months will be $4,637,500.

We intend to meet our
cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements.
We currently do not have any arrangements in place to complete any private placements and there is no assurance that we will be
successful in completing any private placement or debt financings. However, there is no assurance that any such financing will
be available or if available, on terms that will be acceptable to us. We may not raise sufficient funds, or have sufficient retained
earnings, to fully carry out our plan of operations.

Plan of OperationsDuring the next 12 months, we have the following goals and their associated costs, which total $4,637,500:

|• |  | Hire a project manager to oversee installation of charging stations – $90,000.
|- |  | ------------------------------------------------------------------------------

|• |  | Sales personnel – $90,000.
|- |  | --------------------------

|• |  | Sell and install 300 Level 2 charging stations – $2,430,000.
|- |  | ------------------------------------------------------------

|• |  | Sell and install 30 Level 3 charging stations – $1,545,000.
|- |  | -----------------------------------------------------------

|• |  | Software hosting and data collection fees of $250/unit – $82,500
|- |  | ----------------------------------------------------------------

|• |  | Maintenance of charging stations – $280,000.
|- |  | --------------------------------------------

|• |  | Office and storage facilities – $40,000.
|- |  | ----------------------------------------

|• |  | General and administrative expenses – $80,000.
|- |  | ----------------------------------------------

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Off-Balance Sheet
Arrangements.

We have no off-balance
sheet arrangements.

ITEM 3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting
company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this
item.

ITEM 4. CONTROLS
AND PROCEDURES

Our management, with
the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) as of December 31, 2014. Based on this evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that these disclosure controls and procedures were effective as of such date, at a reasonable level
of assurance, in ensuring that the information required to be disclosed by the Company in the reports we file or submit under
the Exchange Act is: (i) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial
Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms.

Internal Control
over Financial Reporting

Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial
reporting based on the criteria in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on our evaluation, management has concluded that our internal control over financial reporting
was not effective as of December 31, 2014, because while we plan to implement controls and procedures, we have not yet
done so. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. This report
does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting
pursuant to temporary rules of the Securities and Exchange Commission.

Changes in Internal
Control over Financial Reporting

There was no change
in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended)
during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

Critical Accounting Policiesand
Estimates

Use
ofEstimates

The
preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

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 estimates.



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PART
II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to
any pending legal proceedings nor is any of our property the subject of any pending legal proceedings.

ITEM 1A. RISK FACTORS

We are a smaller reporting
company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this
item.

ITEM 2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS
UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED
AND RESERVED).

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

|EXHIBIT NUMBER |  | DESCRIPTION                                                                        
|-------------- |  | -----------------------------------------------------------------------------------
|               |  |                                                                                    
|31.1           |  | Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Section 302
|               |  |                                                                                    
|32.1           |  | Certification of Chief Executive Officer pursuant to Sarbanes-Oxley Section 906    





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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.



|                        | By: | /s/ Brian C. Howe                                                                 | 
|----------------------- | --- | --------------------------------------------------------------------------------- | 
|Date: February 20, 2015 |     | Name: Brian C. Howe                                                               | 
|                        |     | Title: Chief Executive Officer, Principal Accounting Officer, President, Director | 



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