UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549




FORM 10-K





(Mark one)x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the Fiscal Year Ended August 31, 2015




OR




o
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:000-54236





JA Energy


(Exact name of registrant as specified in its charter)







Nevada

27-3349143(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)





8250 W. Charleston Blvd, Suite 110, Las Vegas, NV
89117(Address of principal executive offices)
(Zip Code)





[Missing Graphic Reference](702) 544-0195


(Registrant’s telephone number, including area code)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No þ





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o  No þ





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 þ No o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 o No oNot Applicable





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ





Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ





Large accelerated filer               o
Accelerated filer                      oNon-accelerated filer                 o
Smaller Reporting Company  þ(Do not check if a smaller reporting company





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ   No o





The aggregate market value of the Company's common shares of voting stock held by non-affiliates of the Company at December 15, 2015, computed by reference to the last sale of $0.05 per-share price quoted on the OTC-BB was $2,170,119.





As of December 15, 2015, there were 43,402,385 shares of common stock, par value $0.001 per share, of the registrant outstanding.











Table of Contents















TABLE OF CONTENTS









TITLE
PAGEITEM 1.
Business
3ITEM 1A.
Risk Factors
4ITEM 1B.
Unresolved Staff Comments
9ITEM 2.
Properties
9ITEM 3.
Legal Proceedings
9ITEM 4.
Mine Safety Disclosures
9ITEM 5.
Market for Common Equity and Related Stockholder Matters
10ITEM 7.
Management’s Discussion and Analysis of Financial Condition
13ITEM 7A.
Quantitative and Qualitative Disclosures about Market Risk.
13ITEM 8.
Financial Statement and Supplementary Data
13ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
14ITEM 9A.
Controls and Procedures
14ITEM 9B.
Other Information
15ITEM 10.
Directors, Executive Officers and Corporate Governance
16ITEM 11.
Executive Compensation
17ITEM 12.
Security Ownership of Certain Beneficial Owners Management and Related Stockholder Matters
19ITEM 13.
Certain Relationships and Related Transactions and Director Independence
20ITEM 14.
Principal Accounting Fees and Services
20ITEM 15.
Exhibits, Financial Statement Schedules
21
















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FORWARD-LOOKING STATEMENTS




This Annual Report on Form 10-K contains forward-looking statements. When used in this Quarterly Report on Form 10-K, the words "may," "could," "estimate," "intend," "continue," "believe," "expect" or "anticipate" and similar expressions identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking statements are reasonable, these plans, intentions, or expectations may not be achieved. Our actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied, by the forward-looking statements contained in this Annual Report on Form 10-K. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this Quarterly Report on Form 10-K. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Annual Report on Form 10-K. Except as required by federal securities laws, we are under no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.




Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.




In this form 10-K references to "JA Energy", "the Company", "we," "us," and "our" refer to JA Energy.









PART I




Item 1. Business




Corporate History




The Company was organized August 26, 2010 (Date of Inception) under the laws of the State of Nevada, as JA Energy. The Company was incorporated as a subsidiary of Reshoot Production Company, a Nevada corporation. Reshoot Production Company was incorporated October 31, 2007, and, at the time of spin off was listed on the Over the Counter Bulletin Board.  In April of 2012 the Company removed the Shell Status.  From August 2010 to May 2014 the Company was in the business of designing a of suite modular, self-contained, fully automated, climate controlled units for distributed production of energy.  While some of these products we proven to be technologically viable, none were ever developed to the point where they were ready for introduction to the marketplace.




At a meeting of the Stockholders of the Company on September 30, 2014 the Stockholders approved a resolution to urge the Board of Directors of the Company spin-off the Company’s assets and liabilities into a wholly-owned subsidiary and for each shareholder of the Company to receive a pro-rata share ownership of the spin-off company.  Further, the spin-off subsidiary would operate as an independent entity separate from the Company with new management operating the current core business of the Company for the benefit of the original stockholders.  Additionally, the effect of this action would allow the Company to explore new business opportunities without the burden of the liabilities currently on the books.




On September 30, 2014, the Board of Directors passed a resolution to form a new company called Peak Energy Holdings (Peak) with each shareholder in the Company receiving one share of common of Peak for each share of common stock in the Company and one share of preferred stock of Peak for each share of preferred share of the Company.




In November 9, 2014, JA Energy (the "Company") entered into an Irrevocable Asset and Liability Exchange Agreement. The Agreement deals with the dividend spin-off of JA Energy's wholly owned subsidiary, Peak Energy Holdings. At the JA Energy annual shareholder meeting, held on September 30, 2014, the shareholders of the Company approved the transfer all of the assets and liabilities of the Parent into a wholly own subsidiary. The subsidiary will have the same characteristics and number of authorized and issued shares as the Parent, whereby all Preferred and Common shareholders in the Parent will receive a pro-rata stock dividend in the subsidiary that is equal to the number of shares they owned in the Parent on a one-for-one (1:1) basis. The major shareholders of the Company, entered into a separate agreement with regards to the dividend spin-off. They agreed to and put into effect the following points upon the dividend spin-off of the Peak Energy Holdings from JA Energy:












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●
Mr. James Lusk [the largest debtor of JA Energy] transferred as of March 31, 2014, all assets and liabilities from JA Energy to the Subsidiary to the extent legally assignable.




●
Two of the major shareholder in JA Energy transferred all ownership of their Preferred and Common stock held in the subsidiary to Mr. James Lusk.




●
Mr. James Lusk transferred all of the common stock ownership he owned and controlled in JA Energy to the major shareholders.




●
Mr. James Lusk provided a notarized signed letter addressed to the Company and auditor that he agreed to transfer as of March 31, 2014, all assets and liabilities from the Parent to the Subsidiary to the extent legally assignable.




●
JA Energy warranted that any new liabilities incurred on the books of JA Energy after April 1, 2014 would not be transferred to the subsidiary.




●
JA Energy represented and warranted that there were no liabilities, actual or contingent, created in the subsidiary. Prior to the effective time of the transfer, the subsidiary would have no assets nor liabilities.




●
JA Energy warranted that since April 1, 2014, with the exception of the Preferred voting shares, no other shares were issued, awarded or pledged to be issued. The number of common shares issued and outstanding in JA Energy at March 31, 2014 were the same number of the shares issued at the date of transfer.




●
Upon the completion of  the transfer of assets and liabilities shares were exchanged and the subsidiary was divested from JA Energy and now operates independent as a separate entity of JA Energy with its own management;




●
Mr. James Lusk took control of the Peak Energy Holdings, independent of JA Energy.




●
All Parties indemnified and held harmless the other Parties from and against any and all losses, damages, liabilities, resulting or arising from these transactions




The Agreement did not affect the other shareholders in the Company who will maintained their share ownership of JA Energy, and have pro-rata ownership in Peak Energy Holdings following the dividend spin-off.




As a result of the foregoing transaction, the Company currently has no assets, minimal liabilities and no employees and is now considered a “Shell Company” Securities Act Rule 405 and Exchange Act Rule 12b-2.  Under the acts a Shell Company is define as a company, other than an asset-backed issuer, with no or nominal operations; and no or nominal assets.




It is the intention of management to keep current with financial reporting requirements and explore various lines of businesses for the Company to enter.  However, there can be no assurance that the Company will ever find appropriate business to enter and furthermore, should management successfully identify such a business or businesses, there is no assurance that we will successfully either enter those business or enter into a transaction with entities to allow us to enter into those lines of business.




Item 1A. Risk Factors.




All parties and individuals reviewing this prospectus and considering us as an investment should be aware of the financial risk involved. When deciding whether to invest or not, careful review of the risk factors set forth herein and consideration of forward-looking statements contained in this annual report should be adhered to. Prospective investors should be aware of the difficulties encountered as we face all the risks including competition, and the need for additional working capital. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment.




You should read the following risk factors carefully before purchasing our common stock.






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RISK FACTORS RELATING TO OUR FINANCIAL CONDITION




1.  WE HAVE LIMITED HISTORICAL FINANCIAL INFORMATION UPON WHICH YOU MAY EVALUATE OUR PERFORMANCE.




We have a limited operating history and we are subject to all risks inherent in a developing business enterprise.  Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with selling audio housing systems and the competitive environment in which we operate.  You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages of research.  We may not be able to successfully address these risks and uncertainties or successfully implement our operating and acquisition strategies.  If we fail to do so, it could materially harm our business to the point of having to cease operations and could impair the value of our preferred and common stock to the point that the investors may lose their entire investment.  Even if we accomplish these objectives, we may not be able to generate positive cash flows or profits that we anticipate in the future.




2.  OUR AUDITORS HAVE MADE REFERENCE TO THE SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCER.  THERE IS NO ASSURANCE THAT WE WILL BE ABLE TO CONTINUE AS A GOING CONCERN.




Our financial statements included with this Annual Report for the year ended August 31, 2015 have been prepared assuming that we will continue as a going concern.  Our auditors have made reference to the substantial doubt as to our ability to continue as a going concern in their audit report on our audited financial statements for the year ended August 31, 2015.  Because the Company has been issued an opinion by its auditors that substantial doubt exists as to whether the Company can continue as a going concern, it may be more difficult for the Company to attract investors.  Since our auditors have raised a substantial doubt about our ability to continue as a going concern, this typically results greater difficulty to obtain loans than businesses that do not have a qualified auditors opinion.  Additionally, any loans we might obtain may be on less advantageous terms.  Our future is dependent upon our ability to obtain financing and upon future profitable operations from our business.  We plan to seek additional funds through private placements of our preferred and common stock.  You may be investing in a company that will not have the funds necessary to continue to deploy its business strategies.  If we are not able to achieve sufficient revenues or find financing to cover our expenses, then we likely will be forced to cease operations and investors will likely lose their entire investment.




3.  WE MAY NOT BE ABLE TO ATTAIN PROFITABILITY WITHOUT ADDITIONAL FUNDING, WHICH MAY BE UNAVAILABLE TO US.




We have prepared audited financial statements for the year end for August 31, 2015.  For the period from inception (August 26, 2010) through the year end for August 31, 2015, we experienced an operating net loss of $ 4,541,180.  Our ability to continue to operate as a going concern is fully dependent upon the Company obtaining sufficient financing to continue its development and operational activities.  The ability to achieve profitable operations is in direct correlation to our ability to generate revenues or raise sufficient financing.  It is important to note that even if the appropriate financing is received, there is no guarantee that we will ever be able to operate profitably or derive any significant revenues from its operation.  If we run out of cash reserves, we would be forced to cease operations.




RISK FACTORS RELATING TO OUR COMPANY




4. SINCE WE HAVE JUST TRANSITIONED FROM A DEVELOPMENT STAGE COMPANY TO A SHELL COMPANY AND CURRENTLY HAVE NO PLANS FOR FUTURE BUSINESSES, THERE ARE NO ASSURANCES THAT OUR THE COMPANY WILL EVER BE SUCCESSFUL.




As of the date of this filing the Company has no assets, minimal liabilities and no employees.  It is the intention of management to keep current with financial reporting requirements and explore various lines of businesses for the Company to enter.  However, there can be no assurance that the Company will ever find appropriate business to enter and furthermore, should management successfully identify such a business or businesses, there is no assurance that we will successfully either enter those business or enter into a transaction with entities to allow us to enter into those lines of business.




5.  WE ARE IN A HIGHLY COMPETITIVE MARKET FOR A SMALL NUMBER OF BUSINESS OPPORTUNITIES, THERE IS RISK THAT WE WOULD BE AN INSIGNIFICAN PARTICIPANT AMOUNG OTHER COMPANIES WITH LARGER FINANCIAL RESOURCES.




The Company is and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us.




Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination.  Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies




6. THE ISSUANCE OF ADDITIONAL STOCK TO COMSUMMATE A BUSINESS COMBINATION WILL REDUCE YOUR PERCENTAGE OF OWNERSHIP IN THE COMPANY, AND REDUCE THE VALUE OF YOUR SHARES.




Our primary plan of operation is based upon a business combination with a private concern that, in all likelihood, would result in the issuance of our securities to the shareholders of the private company.  The issuance of previously authorized and unissued common stock would result in reduction in percentage of shares owned by present and  prospective shareholders of the Company and may result in a change in control or management.












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7. THERE IS A RISK WE WILL NOT BE ABLE TO IDENTIFY ANY SUITABLE BUSINESS COMBINATIONS.




We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity.  No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination.  Management has not identified any particular industry or specific business within an industry for evaluation.  We cannot guarantee that we will be able to negotiate a business combination on favorable terms.




8.  SINCE WE HAVE NOT CONDUCTED ANY MARKET REEARCH, THERE IS A RISK THAT MERGER OR ACQUISITION OPPORTUNITIES DO NOT EXIT AT THE TIME.




We have neither conducted, nor have others made available to us, results of market research indicating that market demand exists for the transactions we contemplate.  Moreover, we do not have, and do not plan to establish, a marketing organization.  Even if demand is identified for a merger or acquisition, we cannot assure you that we will be successful in completing a business combination.




9.  THERE CAN BE NO ASSURANCE OF PROFITABILITY, EVEN ONCE AN ACQUISITION HAS BEEN ACCOMPLISHED.




We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria that we will require a target business opportunity to have achieved.  Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other characteristics that are indicative of development stage companies.




10.  THE REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY POTENTIAL BUSINESS OPPORTUNITIES.




Management believes that any potential business opportunity must provide audited financial statements for review for the protection of all parties to the business combination.  One or more attractive business opportunities may choose to forego the possibility of a business combination with us, rather than incur the expenses associated with preparing audited financial statements.




11. IF OUR COMPANY IS NOT SUCCESSFUL, WE MAY OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT IN US.




As discussed in the Notes to Financial Statements included in this Annual Report, we experienced a net income of $639,397 for the year ending August 31, 2015 primarily as a result of the transfer of assets and liabilities to the spin-off company and the forgiveness of certain payables.  Without these gains the Company would have experience a net loss.  Additionally, we currently have an accumulated deficit of $4,541,180.




These factors raise substantial doubt that we will be able to continue as a going concern. Our ability to continue as a going concern is dependent upon our successfully identifying and engaging in a profitable line of business. We may not be successful in addressing these issues.




12. OUR COMPANY MAY REQUIRE ADDITIONAL CAPITAL AND IF WE DO OBTAIN ADDITIONAL FINANCING OUR THEN EXISTING SHAREHOLDERS MAY SUFFER SUBSTANTIAL DILUTION.




We may require additional capital to finance our continued existence.  To the extent that our resources are insufficient to fund our future activities, we may need to raise additional funds through public or private financing. However, additional funding, if needed, may not be available on terms attractive to us, or at all. Our inability to raise capital when needed could have a material adverse effect on our business, operating results and financial condition. If additional funds are raised through the issuance of equity securities, the percentage ownership of our company by our current shareholders would be diluted.




13. ONE SINGLE SHAREHOLDER OWNS 1,000,000 SHARES OF PREFERRED STOCK WHICH GIVES HIM VOTING CONTROL OF THE COMPANY AND AS SUCH OTHER INVESTORS WILL NOT HAVE ANY VOICE IN OUR MANAGEMENT, WHICH COULD RESULT IN DECISIONS ADVERSE TO OUR GENERAL SHAREHOLDERS.





Our single largest shareholder, beneficially have the right to vote approximately 32% of our outstanding common stock. As a result, these shareholders will have the ability to control substantially all matters submitted to our stockholders for approval including: a) election of our board of directors; b) removal of any of our directors; c) amendment of our Articles of Incorporation or bylaws; and d) adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.












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As a result of their ownership and positions, these individuals have the ability to influence all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by our director and executive officer could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in the company may decrease. Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.




14. IN THE FUTURE, WE WILL INCUR INCREMENTAL COSTS AS A RESULT OF OPERATING AS A PUBLIC COMPANY, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO COMPLIANCE INITIATIVES.




As a fully reporting company, we will incur legal, accounting and other expenses. Moreover, the Sarbanes- Oxley Act of 2002 (the "Sarbanes-Oxley Act"), as well as new rules subsequently implemented by the SEC, have imposed various new requirements on public companies, including requiring changes in corporate governance practices. Our management will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.




The Sarbanes-Oxley Act also requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. We must perform system and process evaluation and testing of our internal controls over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal controls over financial reporting, as required by the Sarbanes-Oxley Act. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Sarbanes-Oxley will require that we incur substantial accounting expense and expend significant management efforts. Moreover, if we are not able to comply with the requirements of Sarbanes-Oxley in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.




15.  THE NATURE OF OUR OPERATIONS ARE HIGHLY SPECULATIVE.




The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity.  While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criteria.  In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.




16.  THERE MAY BE A POSSIBLE INABILITY TO FIND SUITABLE EMPLOYEES.




In order to implement our business plan, management recognizes that additional staff will be required.  No assurances can be given that we will be able to find suitable employees that can support our needs or that these employees can be hired on favorable terms.  We do not plan to hire any additional employees until our cash flows can justify the expense.




RISKS RELATING TO OUR COMMON SHARES




17. WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.




Our Articles of Incorporation authorize the issuance of 70,000,000 shares of common stock and 5,000,000 preferred shares. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.




18.  ALTHOUGH OUR SHARES OF COMMON STOCK ARE QUOTED ON A THE OTC-BB, THEY ARE PENNY STOCKS.




The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosures relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. SEC regulations generally define a penny stock to be an equity security that has a market or exercise price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ and any equity security issued by an issuer that has net tangible assets of at least $100,000, if that issuer has been in continuous operation for three years.












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Unless an exception is available, the regulations require delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, details of the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations and broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and must be given in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for securities that become subject to the penny stock rules. Since our securities are highly likely to be subject to the penny stock rules, should a public market ever develop, any market for our shares of common stock may not be liquid.




19. ALTHOUGH OUR STOCK IS LISTED ON THE OTC-BB, A TRADING MARKET HAS NOT DEVELOPED, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING THEIR SHARES.




There is currently no active trading market in our securities and there are no assurances that a market may develop or, if developed, may not be sustained. If no market is ever developed for our common stock, it will be difficult for you to sell any shares in our Company. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all.




20. BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY SELL THEM.




We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.




21. WE HAVE ISSUED SHARES OF PREFERRED STOCK AND MAY IN THE FUTURE ISSUE ADDITIONAL PREFERRED STOCK THAT MAY ADVERSELY IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK.




Our articles of incorporation authorize us to issue up to 5,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.




22.  WE HAVE NEVER DECLARED DIVIDENDS ON OUR COMMON STOCK AND DO NOT PLAN TO DO SO IN THE FORESEEABLE FUTURE.




We intend to retain any future earnings to finance the operation and expansion of its business and do not anticipate paying any cash dividends in the foreseeable future.  As a result, stockholders will need to sell shares of common stock in order to realize a return on their investment, if any.  You should not rely on an investment in our company if you require dividend income.  The only possibility of any income to investors would come from any rise in the market price of your stock, which is uncertain and unpredictable.




A holder of common stock will be entitled to receive dividends only when, as, and if declared by the Board of Directors out of funds legally available therefore.  We have never issued dividends on our common stock.  Our Board of Directors will determine future dividend policy based upon our results of operations, financial condition, capital requirements, and other circumstances.




23.  HOLDERS OF OUR PREFERRED AND COMMON STOCK HAVE A RISK OF POTENTIAL DILUTION IF WE ISSUE ADDITIONAL SHARES OF PREFERRED AND/OR COMMON STOCK IN THE FUTURE.




Although our Board of Directors intends to utilize its reasonable business judgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our common stock, the future issuance of additional shares of our preferred and common stock would cause immediate, and potentially substantial, dilution to the net tangible book value of those shares of preferred and common stock that are issued and outstanding immediately prior to such transaction.  Any future decrease in the net tangible book value of our issued and outstanding shares could have a material effect on the market value of the shares.












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24.  WE DO NOT HAVE INSURANCE AND, THEREFORE, LIABILITY WE INCUR COULD HAVE SUBSTANTIAL IMPACT ON OUR ABILITY TO CONTINUE AS A GOING CONCERN.




We have limited capital and, therefore, we do not currently have a policy of insurance against liabilities arising out of the negligence of our officer and director and/or arising from deficiencies in any of our business operations.  Even assuming we obtained insurance, there is no assurance that such insurance coverage would be adequate to satisfy any potential claims made against us, our officers and directors, or our business operations or assets.  Any such liability which might arise could be substantial and would likely exceed our total assets.  However, our Articles of Incorporation and Bylaws provide for indemnification of officers and directors to the fullest extent permitted under Nevada law.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officer and controlling persons, it is the opinion of the U. S. Securities and Exchange Commission that such indemnification is against public policy, as expressed in the Act, and is therefore, unenforceable.




25.  IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR PREVENT FRAUD AND AS A RESULT, INVESTORS MAY BE MISLED AND LOSE CONFIDENCE IN OUR FINANCIAL REPORTING AND DISCLOSURES, AND THE PRICE OF OUR PREFERRED AND COMMON STOCK MAY BE NEGATIVELY AFFECTED.




The Sarbanes-Oxley Act of 2002 requires that we report annually on the effectiveness of our internal control over financial reporting.  A "significant deficiency" means a deficiency or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness yet important enough to merit attention by those responsible for oversight of the Company's financial reporting.  A "material weakness" is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.




As of August 31, 2015 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting.  The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and (2) inadequate segregation of duties consistent with control objectives.




In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses" in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.




Failure to provide effective internal controls may cause investors to lose confidence in our financial reporting and may negatively affect the price of our preferred and common stock.  Moreover, effective internal controls are necessary to produce accurate, reliable financial reports and to prevent fraud.  If we have deficiencies in our internal controls over financial reporting, these deficiencies may negatively impact our business and operations.




Item 1B. Unresolved Staff Comments.




Not Applicable.




Item 2. Properties.




All administrative facilities are housed in in Las Vegas, NV. The Company owns no real estate. Our office is currently located at 8250 W. Charleston Blvd, Suite 110, Las Vegas, NV 89117.




Our telephone number is: (702) 544-0195.




Item 3. Legal Proceedings.




We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.




Item 4. Mine Safety Disclosures




Not Applicable













- 9 -
 Table of Contents












PART II




Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.




(a) Market Information




JA Energy Common Stock, $0.001 par value, can be found on the OTC-Bulletin Board under the symbol: JAEN. The Stock was first cleared for quotation on September 22, 2011.




There has been limited trading of the Company’s stock, since it was listed on the OTC-BB, there are no assurances that a market will ever develop for the Company's stock.




Year ended August 31, 2015

High

LowFirst Quarter

$
0.05

$
0.05Second Quarter

$
0.05

$
0.50Third Quarter

$
0.50

$
0.05Fourth Quarter

$
0.05

$
0.05


Year ended August 31,

High

LowFirst Quarter

$
.96

$
0.85Second Quarter

$
2.95

$
0.85Third Quarter

$
2.58

$
0.02Fourth Quarter

$
1.00

$
0.02







* The first trade of the Company’s stock took place on October 25, 2011.




(b) Holders of Common Stock




As of December 15, 2015, there were approximately one hundred twenty (120) holders of record of our Common Stock.




(c) Dividends




In the future we intend to follow a policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends in the foreseeable future. The declaration and payment of future dividends on the Common Stock will be the sole discretion of board of directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant.




(d) Securities Authorized for Issuance under Equity Compensation Plans




There are no outstanding grants or rights or any equity plan in place.










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(e) Recent Sales of Unregistered Securities




On April 10, 2014, pursuant to Section 4(2) of the Securities Act, the Company issued 5,000,000 unregistered restricted shares of common stock to James L. Lusk, CEO of the Company, for his work and knowledge in inventing the MEG (formally known as “Electrical Generation System, Method of Producing Electrical Energy, And Manufacturing An Electrical Generation System”). The 5,000,000 shares were issued in exchange for Patent Application No. 61/909,919, Ref. No. 0348730-PROV3 for the MEG, and such patent was filed on November 27, 2013. The inventors of this Patent have agreed to assign their rights and ownership of this invention to the Company in exchange for these restricted common shares.





On June 6, 2014 the Company issued 1,000,000 shares of preferred shares in exchange for a Note Payable totaling $20,000 and accrued interest of $1,900.





(f) Issuer Purchases of Equity Securities




We did not repurchase any of our equity securities during the years ended August 31, 2015 or August 31, 2014.




Item 6. Selected Financial Data.




Not applicable.




Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.




Overview of Current Operations




This section of this Annual Report 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. The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Prospectus. The discussion of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.




Results of Operations for the year ended August 31, 2015 versus the year ended August 31, 2014.




Expenses





During the fiscal year ended August 31, 2015, the Company had total operating expenses of $32,948, as compared to total operating expenses of $252,784 for the same period in 2014, a decrease of $219,836 or 87.0%. The decrease in expenses represented decreases in general and administrative expenses of $182,636 and consulting fees of $37,200 for the same period last year.





Other income and expenses





On October 15, 2014, as part of an Irrevocable Asset and Liability Exchange Agreement (the “Agreement”)Mr. James Lusk (the largest debtor of JA Energy and its former CEO) agreed to transfer as of March 31, 2014, all assets and liabilities from JA Energy to the Subsidiary to the extent legally assignable. During the year ended August 31, 2015 an asset with a book value of $9,340, net of depreciation, and liabilities totaling $628,210 were transferred to Peak Energy Holdings.  This transfer resulted in other income of $618,870 for the year ended August 31, 2015.












- 11 -
 Table of Contents











On October 27, 2014 the Company entered into an agreement with two former employees, one of whom was a former director of the Company, whereby all parties agreed to release and hold harmless from any liabilities that existed prior to the date of the agreement.  The result of this agreement was the forgiveness of this debt by the former employees of $38,186 in compensation owed to the employees which was recognized as other income during the year ended August 31, 2015.  Also, during the year ended August 31, 2015 the company recognized a gain of $21,122 related to the forgiveness of two other payables.  As a result, the Company recognized a gain of $59,308 related to the forgiveness of accounts payable.





For the years ended August 31, 2015 and 2014 the company recognized interest expense of $5,834 and $30,617, respectively related to Notes Payable to the Company’s former CEO.





For year ended August 31, 2014 the Company had other expense of $2,536,094 resulting from $30,617 of interest expense, $2,286,165 of loss related to the write-off of intangible assets and $219,312 of loss on the abandonment of fixed assets.





Net loss




Based on the foregoing the Company had net income of $639,397 for the year ended August 31, 2015 compared to a net loss of $2,788,878 for the same period in 2014.




Going Concern




As discussed above, we experienced a net income of $639,397 for the year ending August 31, 2015 primarily as a result of the transfer of assets and liabilities to the spin-off company and the forgiveness of certain payables.  Without these gains the Company would have experience a net loss.  Additionally, we currently have an accumulated deficit of $4,541,180.




These factors raise substantial doubt that we will be able to continue as a going concern. Our ability to continue as a going concern is dependent upon our successfully identifying and engaging in a profitable line of business. We may not be successful in addressing these issues.




Liquidity and Capital Resources




As of August 31, 2015 the Company has no assets but had current liabilities $133,523.





The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all.





Off-Balance Sheet Arrangements





We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.





New Accounting Standards





Management has evaluated recently issued accounting pronouncements through August 31, 2015 and concluded that they will not have a material effect on the financial statements as of August 31, 2015.  However, for purpose of financial reporting the Company has elected early adoption of Accounting Standards Update No. 2014-10, issued June 10, 2014, which removes the definition of a development stage entity from ASC Topic 915 and all distinction between development stage entities and other reporting entities under GAAP.  As a result we no longer report financial results showing inception to date.












- 12 -
 Table of Contents












Recent Pronouncements





The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.





Item 7A. Quantitative and Qualitative Disclosures about Market Risk.




Not applicable.




Item 8. Financial Statements and Supplementary Data.




Index to Financial Statements




Financial Statements of JA Energy
PageReport of Independent Registered Public Accounting Firm
F - 1Balance Sheets as of August 31, 2015 and August 31, 2014
F - 2Statements of Operations for the years ended August 31, 2015 and August 31, 2014
F - 3Statement of Stockholders' Deficit for the years ended August 31, 2015 and August 31, 2014
F - 4Statement of Cash Flows the years ended August 31, 2015 and August 31, 2014
F - 5Notes to the Financial Statements
F - 6 to F - 10


















- 13 -
 Table of Contents
















PCAOB Registered Auditors – www.sealebeers.com
 
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the Board of Directors and Stockholders of
 JA Energy
 
 
 We have audited the accompanying balance sheets of JA Energy as of August 31, 2014 and 2015, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended August 31, 2015.  JA Energy’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of JA Energy as of August 31, 2014 and 2015, and the results of its operations and cash flows for each of the years in the two-year period ended August 31, 2015 in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has no meaningful revenues, has negative working capital at August 31, 2015, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
   
 /s/ Seale and Beers, CPAs
 Seale and Beers, CPAs
 
 Las Vegas, Nevada
 December 14, 2015









F - 1
 Table of Contents














JA EnergyBalance Sheets as of August 31, 2015 and August 31, 2014(Audited)August 31,


August 31,2015


2014ASSETSFurniture, fixtures and vehicle, net

$
-


$
9,939Total assets

$
-


$
9,939LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilitiesAccounts payable and accrued liabilities

$
68,275


$
109,281Accounts payable, related parties


-



10,717Advances from stockholders


14,046



-Bank overdraft


1,202



1,202Note payable - related party


50,000



50,000Loan Payable - current


-



4,068Loans Payable - related party


-



600,221Total current liabilities


133,523



775,489Long-term liabilitiesLoan payable - long term


-



7,370Total long-tem liabilities


-



7,370Total liabilities


133,523



782,859Stockholders' deficitPreferred stock, $0.001 par value,  5,000,000 sharesauthorized, 1,000,000 shares issued andand outstanding as of  August 31, 2015and August 31, 2014


1,000



1,000Common stock, $0.001 par value,70,000,000 shares authorized, 43,402,385shares issued and outstanding as ofAugust 31, 2015 and August 31, 2014


43,403



43,403Additional paid-in capital


4,272,733



4,272,733Stock subcription payable


90,521



90,521Accumulated deficit


(4,541,180
)


(5,180,577
)Total stockholders' deficit


(133,523
)


(772,920
)Total liabilities and stockholders' equity (deficit)

$
-


$
9,939The accompanying notes are an integral part of these consolidated financial statements.















F - 2
 Table of Contents















JA EnergyStatements of Operationsfor the years ended August 31, 2015, and August 31, 2014(Audited)For the year


For the yearended


endedAugust 31, 2015


August 31, 2014Operating expenses:General and administrative

$
32,948


$
215,584Consulting fees


-



37,200Total operating expenses


32,948



252,784Other income (expenses):Forgiveness of accounts payable


59,308



-Transfer of assets and liabilities tospin-off company (Note 4)


618,870



-Interest expense


(5,833
)


(30,617
)Write-off intangible assets


-



(2,286,165
)Loss on abandonment of fixed assets


-



(219,312
)Total other expenses


672,345



(2,536,094
)Net income (loss)

$
639,397


$
(2,788,878
)Basic income (loss) per share

$
0.01


$
(0.07
)Diluted income (loss) per share

$
0.01



(0.07
)Weighted average number of commonshares outstanding - basic


43,402,385



40,361,289Weighted average number of commonshares outstanding - fully diluted


43,402,385



40,361,289The accompanying notes are an integral part of these consolidated financial statements.














F - 3
 Table of Contents















JA EnergyStatement of Stockholders' Deficitfor the years ended August 31, 2015 and August 31, 2014(Audited)Additional


StockPreferred Stock


Common Stock


Paid in


Subscription


Accumulated


Shareholders'Shares


Amount


Shares


Amount


Capital


Payable


Deficit


Equity(Deficit)BALANCE, AUGUST 31, 2013


-



-



38,402,385



38,403



2,006,833



90,521



(2,391,699
)


(255,942
)Common stock issued in exchange for patent rights


-



-



5,000,000



5,000



2,245,000



-



-



2,250,000Preferred stock issued in exhange for debt


1,000,000



1,000



-



-



20,900



-



-



21,900Net loss


-



-



-



-



-



-



(2,788,878
)


(2,788,878
)BALANCE, AUGUST 31, 2014


1,000,000



1,000



43,402,385



43,403



4,272,733



90,521



(5,180,577
)


(772,920
)Net income


-



-



-



-



-



-



639,397



639,397BALANCE, AUGUST 31, 2015


1,000,000


$
1,000



43,402,385


$
43,403


$
4,272,733


$
90,521


$
(4,541,180
)

$
(133,523
)The accompanying notes are an integral part of these consolidated financial statements.


















F - 4
 Table of Contents












JA EnergyStatements of Cash Flows the years ended August 31, 2015 and August 31, 2014(Audited)For the year


For the yearended


endedAugust 31, 2015


August 31, 2014OPERATING ACTIVITIESNet income (loss)

$
639,397


$
(2,788,878
)Adjustments to reconcile net loss from operationsto net cash used by operating activities:Write-off of fixed assets


-



219,311Write-off of intangible assets


-



2,286,165spin-off, net (note 4)


(613,036
)


-Forgiveness of accounts payable


(59,308
)


-Depreciation expense


599



3,596Changes in operating assets and liabilities:Deposits


-



3,555Bank over draft


-



1,202Accounts payable and accrued expense


18,302



80,279Net cash used by operating activities


(14,046
)


(194,770
)INVESTING ACTIVITIESPurchase and development of MDU


-



(482
)Patent expenses


-



(36,165
)Net cash used by investing activities


-



(36,647
)FINANCING ACTIVITIESProceeds from notes payable


-



70,000Proceeds from stockholder advances


14,046



-Proceeds from related party advances


-



215,540Payments on related party advances


-



(52,978
)Repayment of other loans


-



(3,822
)Net cash provided by financing activities


14,046



228,740NET CHANGE IN CASH


-



(2,677
)CASH AND CASH EQUIVALENTS -BEGINNING OF PERIOD


-



2,677END OF PERIOD

$
-


$
-The accompanying notes are an integral part of these consolidated financial statements.














F - 5
 Table of Contents










JA Energy
 Notes to Financial Statements
 
 NOTE 1 – ABOUT THE COMPANY
 
 The Company was organized August 26, 2010 (Date of Inception) under the laws of the State of Nevada, as JA Energy. The Company was incorporated as a subsidiary of Reshoot Production Company, a Nevada corporation. Reshoot Production Company was incorporated October 31, 2007, and, at the time of spin off was listed on the Over the Counter Bulletin Board.
  JA Energy was working to develop a suite of products with a view of finding global energy solutions. Management believed non-oil-producing, agricultural-based countries are spending large amounts of their gross domestic product to pay for fossil fuel to power their economies, and ethanol from sugar beets or sugar cane to provide the electricity to replace diesel generation. With the base load power augmented by the photovoltaic and CSP products, countries will be able to provide some of their energy needs from within and lessen their imports.
  On September 30, 2014, the Board of Directors passed a resolution to form a new company called Peak Energy Holdings (Peak) with each shareholder in the Company receiving one share of common of Peak for each share of common stock in the Company and one share of preferred stock of Peak for each share of preferred share of the Company.
  On October 15, 2014, JA Energy (the "Company") entered into an Irrevocable Asset and Liability Exchange Agreement (the “Agreement”).  The Agreement deals with the dividend spin-off of JA Energy's wholly-owned subsidiary, Peak Energy Holdings (“Peak). At the JA Energy annual shareholder meeting, held on September 30, 2014, the shareholders of the Company approved the transfer all of the assets and liabilities of the Parent into a wholly-owned subsidiary. The subsidiary would have the same characteristics and number of authorized and issued shares as the Parent, whereby all Preferred and Common shareholders in the Parent will receive a pro-rata stock dividend in the subsidiary that is equal to the number of shares they owned in the Parent on a one-for-one (1:1) basis. The major shareholders of the Company, entered into a separate agreement with regards to the dividend spin-off. They agreed to the following points upon the dividend spin-off of the Peak from JA Energy:
  ·
Mr. James Lusk (the largest debtor of JA Energy) agreed to the transfer as of March 31, 2014, all assets and liabilities from JA Energy to the Subsidiary to the extent legally assignable.
  ·
Two of the major shareholder in JA Energy agreed to transfer all ownership of their Preferred and Common stock held in the subsidiary to Mr. James Lusk.
  ·
Mr. James Lusk agreed to transfer all of the common stock ownership he owns and controls in JA Energy to the major shareholders.
  ·
Mr. James Lusk would provide a notarized signed letter addressed to the Company and auditor that he agrees with this transfer as of March 31, 2014, all assets and liabilities from the Parent to the Subsidiary to the extent legally assignable.
  ·
JA Energy warranted that any new liabilities incurred on the books of JA Energy after April 1, 2014 will not be transferred to the subsidiary.
  ·
JA Energy represented and warranted that there were no liabilities, actual or contingent, created in the subsidiary. Prior to the effective time of the transfer, the subsidiary had no assets nor liabilities.
  ·
JA Energy warranted that since April 1, 2014, with the exception of the preferred voting shares, no other shares had been issued, awarded or pledged to be issued. The number of common shares issued and outstanding in JA Energy at March 31, 2014 were the same number of the shares issued at the date of transfer.
  ·
Once the transfer of assets and liabilities was completed and the shares were exchanged, the subsidiary would be divested from JA Energy and will operate independent as a separate entity of JA Energy with its own management;
  ·
Mr. James Lusk took control of the Peak Energy Holdings, independent of JA Energy.
  ·
All Parties agreed toindemnify and hold harmless the other Parties from and against any and all losses, damages, liabilities, resulting or arising from these transactions.
       F - 6
 Table of Contents
     The Agreement did not affect the other shareholders in the Company who will maintain their share ownership of JA Energy, and have pro-rata ownership in Peak Energy Holdings following the dividend spin-off.
  As a result of the foregoing transaction, the Company currently has no assets and minimal liabilities and is now considered a “Shell Company” Securities Act Rule 405 and Exchange Act Rule 12b-2.  Under the acts a Shell Company is define as a company, other than an asset-backed issuer, with no or nominal operations; and no or nominal assets.
  NOTE 2 - GOING CONCERN
 
 These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has an accumulated deficit since inception of $4,541,180. The Company has not generated any meaningful revenues to date, and its ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used for further development of the Company's products, to provide financing for marketing and promotion and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.
 
 These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
 
 NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
 
 The relevant accounting policies are listed below.
 
 Basis of Accounting
  The basis is United States generally accepted accounting principles.
 
 Earnings per Share.
  The basic earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common s hareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity.
 
 Cash and Cash Equivalents
  The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash and cash equivalents.
 
 Use of Estimates
  In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.
 
 Advertising
  Advertising costs are expensed when incurred. The Company has not incurred any advertising expenses since inception.
 
     F - 7
 Table of Contents
    Income Taxes
  The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.
 
 Revenue recognition
  The Company recognizes revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonably assured.
 
 Cost of product sold
  The types of costs included in cost of product sold are raw materials, packaging materials, manufacturing costs, plant administrative support and overheads, and freight and warehouse costs.
 
 Year end
  The Company's fiscal year-end is August 31.
 
 Recent Accounting Pronouncements
  The Company’s management has evaluated recently issued accounting pronouncements through August 31, 2015 and concluded that they will not have a material effect on the financial statements as of August 31, 2015.  However, for purpose of financial reporting the Company has elected early adoption of Accounting Standards Update No. 2014-10, issued June 10, 2014, which removes the definition of a development stage entity from ASC Topic 915 and all distinction between development stage entities and other reporting entities under GAAP.  This guidance goes into effect for annual and interim periods beginning after December 15, 2014; however, we had the option of adopting the guidance early which we chose to do as of August 31, 2014.  As a result, we no longer report financial results showing inception to date.
 
 NOTE 4 – TRANSFER OF ASSETS AND LIABILITIES TO PEAK ENERGY HOLDINGS
 
 In accordance with the Agreement described in Note 1 to these financial statements, during the year ended August 31, 2015 certain assets with a book value of $9,340, net of depreciation, and liabilities totaling $628,210 were transferred to Peak Energy Holdings.  This transfer resulted in other income of $618,870.  Additionally, the Company wishes to transfer an additional $68,090 of liabilities to Peak but such transfers are subject to the approval of the debtors.  We are unable to determine the amount of liabilities that may ultimately be transferred and as such continue to carry such amounts as accounts payable and accrued liabilities.
 
 NOTE 5 - STOCKHOLDERS’ EQUITY (DEFICIT)
 
 The Company is authorized to issue 70,000,000 shares of its $0.001 par value common stock and 5,000,000 shares of its $0.001 par value preferred stock.
 
 On June 24, 2013, the Company issued 440,000 shares of common stock for compensation of $369,600
 
 On June 24, 2013, the Company issued 87,682 shares of common stock for MDU cost of $70,145.
 
 On June 28, 2013 the Company issued 36,000 shares of common stock for a MDU cost $28,800.
 
 On July 1, 2013 the Company issued 540,000 shares of common stock for farming cost $432,000.
      F - 8
 Table of Contents
     
 On April 10, 2014, pursuant to Section 4(2) of the Securities Act, the Company issued 5,000,000 unregistered restricted shares of common stock to James L. Lusk, CEO of the Company and two other individuals, for their work and knowledge in inventing the MEG (formally known as “Electrical Generation System, Method of Producing Electrical Energy, And Manufacturing An Electrical Generation System”). The 5,000,000 shares were issued in exchange for Patent Application No. 61/909,919, Ref. No. 0348730-PROV3 for the MEG, and such patent was filed on November 27, 2013. The inventors of this Patent have agreed to assign their rights and ownership of this invention to the Company in exchange for these restricted common shares.
 
 On June 6, 2014 the Company issued 1,000,000 shares of preferred shares in exchange for a Note Payable totaling $20,000 and accrued interest of $1,900.
 
 NOTE 6 - RELATED PARTY TRANSACTIONS
 
 The Chief Executive Officer loaned to the Company $79,000 net of repayments, during the quarter ended May 31, 2013. The terms of the loan are due upon demand with an annual interest rate of 5%.
 
 The Chief Executive Officer loaned to the Company $100,450 net of repayments, during the quarter ended August 31, 2013. The terms of the loan are due upon demand with an annual interest rate of 5%.
 
 The Chief Executive Officer loaned to the Company $82,000 net of repayments, during the quarter ended November 30, 2013. The terms of the loan are due upon demand with an annual interest rate of 5%.
 
 The Chief Executive Officer advance to the Company $91,500 net of repayments, during the quarter ended February 28, 2014.
 
 The Chief Executive Officer advance to the Company $5,452 net of repayments, during the quarter ended May 31, 2014.
 
 The Chief Executive Officer advance to the Company $1,167 net of repayments, during the quarter ended August 31, 2014.
 
 The Chief Executive Officer advance to the Company $778 net of repayments, during the quarter ended February 28, 2015.
 
 On October 15, 2014 a total amount of $617,475 owed to the former CEO including was transferred to Peak Energy Holding, in accordance with the agreement described in Note 1 to these financial statements. Included in this amount were notes payable and accrued interest of 605,980, unpaid consulting fees of $9,550 and advances of $1,945.
 
 As of August 31, 2015 there company owed a stockholder $14,046 for payments made on behalf of the company.
 
 NOTE 7 - PROVISION FOR INCOME TAXES
 
 The Company accounts for income taxes under FASB Accounting Standard Codification ASC 740 “Income Taxes”. ASC 740 requires use of the liability method. ASC 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.
 
 As of August 31, 2015, the Company had net operating loss carry forwards of $1,008,666 that may be available to reduce future years’ taxable income through 2034. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. Net operation losses will begin to expire in 2031.
 
     F - 9
 Table of Contents
      Components of net deferred tax assets, including a valuation allowance, are as follows August 31, 2015 and 2014:
  2015


2014Deferred tax assets:Net operating loss carry forward

$
1,008,666


$
1,648,063Total deferred tax assets


353,033



576,822Less: valuation allowance


(353,033
)


(576,822
)Net deferred tax assets

$
-


$
-
 
 The valuation allowance for deferred tax assets as of August 31, 2015 was $353,033, as compared to $576,822 as of August 31, 2014. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of August 31, 2015 and August 31, 2014.
 
 The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:
 
 U.S federal statutory rate


(35.0
%)Valuation reserve


35.0
%Total


-
%
 
 NOTE 8 - NOTES PAYABLE – Related Party
 
 On April 4, 2014, the Company issued a One-year Promissory Note (“the Note”) in the amount of $50,000 to a stockholder.  The Note bears interest at 12% percent per annum with interest due each month.  In the event that interest is not paid within three days from the time it is due the Note would be considered in default and would be fully due and payable.  Additional consideration for the Note included the Chief Executive Officer of the Company giving the note holder his voting proxy for all of the shares he held with the exception of voting on a tender offer or a sale of the Company’s assets.  As of May 8, 2014, the Note was in default.
 
 On May 5, 2014, the Company issued a second One-Year Promissory Note (“Second Note) in the amount of $20,000 to the same stockholder noted above.  The Second Note was issued with the restriction that the funds be used specifically to pay the Company’s Patent Counsel for fee to finalize certain patent filings and was secured by all patents, and patent applications held by the Company.  The Second Note bears interest at 12% percent per annum with interest due each month.  In the event that interest in not paid within three days from the time it is due the Second Note would be considered in default and would be fully due and payable.
 
 On June 6, 2014, the Company received notices that it was in default of the two Promissory Notes described above.  Rather than default on the Notes the Company issued 1,000,000 shares of $0.001 par value Voting Preferred Stock in exchange for Notes Payable totaling $20,000 plus forgiveness of interest totaling $1,900.  Additionally, the Company agreed to designate with the State of Nevada Secretary of State that each share of preferred carries the voting power of 50 common shares.  Finally, the shareholder has agreed to cancel the shares upon full payment of the $50,000 Note, without accrued interest and the sale of five units of the MDU.
 
 NOTE 9 – OTHER INCOME AND EXPENSE
 
 As described in Note 4, during the year ended August 31, 2015 an asset with a book value of $9,340, net of depreciation, and liabilities totaling $628,210 were transferred to Peak Energy Holdings.  This transfer resulted in other income of $618,870.
 
 On October 27, 2014 the Company entered into an agreement with two former employees, one of whom was a former director of the Company, whereby all parties agreed to release and hold harmless from any liabilities that existed prior to the date of the agreement.  The result of this agreement was the forgiveness by the former employees of $38,186 in compensation owed to the employees.
 
 NOTE 10 – EXCERCISABLE WARRANTS
 
 On March 1, 2011, the Company received $15,000 as a loan from a non - related third party. The loan was unsecured, payable on demand and non-interest bearing. Effective March 19, 2013, the debt was exchanged for warrants to purchase up to 1,200,000 shares of common $.001 par value stock at $1.00 per share after March 19, 2014 and before March 19, 2017. For Financial reporting, the exchange was recorded as a capital contribution of $890,000, and warrants expense of $875,000 at the time of the exchange; common stock is not issued until the warrants are exercised, fully diluted earnings (loss) per share does include those exercisable by warrant as the effect is anti-dilutive.
 
 NOTE 11 – SUBSEQUENT EVENTS
 
 The Company's management has evaluated all transactions since the balance sheet date and does not believe any of them will have a material impact on the financial statements.
 
 
  
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.




None.




Item 9A(T). Controls and Procedures.




Evaluation of Disclosure Controls and Procedures




Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.




Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses."




Management's Report on Internal Control over Financial Reporting




Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that:




●
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;




●
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and




●
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.




Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.




Our management assessed the effectiveness of our internal control over financial reporting as of August 31, 2015. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of August 31, 2015.












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A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management's report on internal controls over financial reporting required for this annual report on Form 10-K, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:




1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and




2) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.




We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the fiscal year ended August 31, 2015. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.




Management Plan to Remediate Material Weaknesses




Management is pursuing the implementation of corrective measures to address the material weaknesses described below. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:




We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.




We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.




Changes in Internal Control over Financial Reporting




There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




Item 9B.  Other Information.




None.

















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PART III




Item 10. Director, Executive Officer and Corporate Governance.




The names, ages and positions of the Company's director and executive officer are as follows:




Name

Age

Position & Offices HeldBarry Hall   (Director since 4/10/2014)

67

Chief Executive Officer and Chief Financial Officer/DirectorFrank Arnone  (Director since 4/10/2014)

69

Director





Biographies of the Management Team of JA Energy, Inc.




Barry Hall, Director and Chief Financial Officer




Barry Hall concurrently is the President of Carlaris LV Inc. (Carlaris), which provides managing and consulting services. Since July 2007 Hall has served as President of Carlaris and its predecessor company Carlaris, Inc., which provides management and consulting services. Mr. Hall also serves at Executive Chairman CEO and CFO of EZJR, Inc. (symbol: EZJR), an Internet marketing and service provider




Prior to the formation of Carlaris, Hall had various management roles including Chairman and Chief Executive Officer of CalAmp Corp. (symbol:CAMP), Chief Financial Officer of Earthlink, Inc. (symbol:ELNK), Chief Financial Officer of Styleclick, Inc., Chief Financial Officer of L.A. Cellular and Chief Financial Officer of Applied Solar Energy Corporation. Early in his career Hall worked as a Certified Public Accountant and audit manager for Arthur Young & Company where he managed the audits of a variety of companies in the high-tech, financial services and restaurant industries.




Hall holds an MBA and a BA in Mathematics, both earned at San Diego State University. Between earning these degrees Hall served as a First Lieutenant in the United States Marine Corp and was selected for the rank of Captain prior to his discharge.




Frank Arnone, Director




Frank Arnone received his Bachelor of Arts in Marketing from Long Island University in 1972, and served in the United States Army from 1966-1970. He has over 30 years of experience in consumer marketing at various restaurant companies at both the regional and national level, including Foodmaker Inc., Steak and Ale Restaurant Group, Pepsico-Restaurant Divison and Flagstar/Advantica Inc. While working in this industry his emphasis was on brand development, research and design of new products and the implementation of advertising and media planning.




From 2007-2009 he served as the President and Director of Total Nutraceutical Solutions (OTCBB: TNUS)(formerly Generic Marketing Services).




He is the founder and president of Sir Toms Tobacco Emporium a small retail chain which focuses on specialty products for the male consumer.














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Item 11.  Executive Compensation




EXECUTIVE COMPENSATION




Compensation Discussion and Analysis





We are providing a thorough discussion and analysis of our executive compensation program to our shareholders so that they will continue to have confidence in the integrity and design of our executive compensation program.  As stated in Proposal 3 in this proxy statement, our shareholders are being asked to approve a non-binding advisory resolution related to our executive compensation program.  We encourage our shareholders to review the summary of our executive compensation program, the advisory vote item.  In addition, the discussion below and the executive compensation tables that follow provide more detailed information related to our executive compensation program.





We believe that our executive compensation program appropriately aligns pay with performance and plays a key role in achieving our business goals and creating shareholder value as well as supporting our values and beliefs.





All important aspects of our executive compensation program are reviewed below.  Our discussion and analysis focuses on each of the key components of our executive compensation program for the following named executive officers:





Compensation Philosophy and Objectives





In designing and administering the company’s executive compensation program, the board of directors is guided by an overall philosophy that emphasizes pay for performance and includes the following key objectives:





●
Reward executive performance consistent with our objectives, including operational effectiveness and financial results, which in turn should create value for our shareholders and reduce the need for, or the size of, rate increases for our utility customers;





●
Attract, retain, motivate and develop a highly qualified executive staff;





●
Provide a mix of fixed and variable pay, as well as a mix of short-term and long-term incentives to appropriately balance executive focus on short-term and long-term goals and avoid excessive risk-taking; and





●
Provide a mechanism for executives to have a stake in the company through stock ownership.





These objectives are embedded in the design of our executive compensation program in a way that we believe rewards performance, reinforces the right behaviors, and contributes to short-term and long-term business results.  They also help us attract and retain highly qualified executives who are committed to the long-term success of the company and value creation for our shareholders.





We implement our executive compensation philosophy through the following programs:





Compensation
Program
Objectives To Be AchievedAnnual Cash Compensation
Base Salary*
Reward for Company PerformanceNamed Executive Officers

2014-2015 annual based salaries:



Barry Hall - Base Salary:   $0



Frank Arnone - Base Salary:  $0



*  Based on no cash flows a program has yet to be determined by the BoardShort/Long-Term

Incentive Compensation
A Program has yet to be determined by the Board.
●   To be determined by the BoardBenefits
None- Until such time as the Company has sufficient working capital to provide any benefits.
Management needs to find additional financing and/or move the Company into a positive cash flow before any benefits can be issued to the NEO's.














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Key Components of our Executive Compensation Program




The key components of our executive compensation program are base salary, annual short-term incentive compensation, long-term incentive compensation (restricted stock for achievement of milestones).  In this mix of compensation, the achievement of the milestones is a significant portion of total compensation. Base salaries are based the Company’s limited cash reserves, and not industry standards. We are placing a greater weighting on long-term incentives, the achievement of regulatory milestones, because we believe that this most effectively encourages our executive officers to work to generate long-term shareholder value.  We also believe that this weighting better aligns the interests of our executive officers with our long-term interests, by discouraging undue risk-taking, promoting ownership in the company and encouraging retention.





Decision-Making Process





The board of directors generally adheres to objective criteria and a structured method of determining compensation, with discretionary decision-making in limited circumstances. Compensation decisions made by the board of directors rely on performance, available working capital and individual levels. The board of directors reserves the right to modify or discontinue elements of the executive compensation program, and to revise compensation levels after considering qualitative and quantitative facts and circumstances surrounding actual or projected financial results, individual performance, as well as its view of the appropriate balance among base salary, annual short-term incentive compensation, long-term incentive compensation and other benefits.





Incentive Compensation for Achievement of Corporate Milestones





The Board of Directorsbelieve that milestone achievements ensures that our executives have a continuing stake in the long-term success of the company and also serves to discourage undue risk-taking for only short-term gain.  Since the Company is still in its early stages of development, the Board not yet determined Performance Shares for milestone achievements.


In a manner consistent with our overall compensation philosophy, the Board has yet to determine long-term milestones that will result in restricted performance shares for our NEO's.





EXECUTIVE COMPENSATION AND RELATED INFORMATION





Summary Compensation Table for 2015





The following table sets forth certain compensation information for: (i) each person who served as the chief executive officer of our company at any time during the year ended August 31, 2015, regardless of compensation level, and (ii) each of our other executive officers, other than the chief executive officer, serving as an executive officer at any time during 2014-15.  Compensation information is shown for fiscal years 2015 and 2014.





JA Energy Summary Compensation Table




Year



Compen-Principal
Ending
Salary
Bonus
Awards
sation
TotalName
Position
Aug 31,
($)
($)
($)
($)
($)Barry Hall
CEO/CFO/Director
2015
0
0
0
0
0Appointed:  Aug. 30, 2013

2014
0
0
0
0
0Frank Armone
Secretary/Director
2015
0
0
0
0
0Appointed:  April 10, 2014

2014
0
0
0
0
0
















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Item 12.  Security Ownership of Certain Beneficial Owners and Management and related stockholder matters




Security Ownership of Certain Beneficial Owners and Management




The following table presents information, to the best of our knowledge, about the ownership of our common stock on September 3, 2014 relating to those persons known to beneficially own more than 5% of our capital stock and by our named executive officer and sole director.  The percentage of beneficial ownership for the following table is based on 43,402,385 shares of common stock outstanding.




Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power.  It also includes shares of common stock that the stockholder has a right to acquire within 60-days after September 3, 2014 pursuant to options, warrants, conversion privileges or other right.  The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the U. S. Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of the Company's common stock.  With the exception of Infinity Holdings, Inc., we do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.




Shares Beneficially Owned

Common

Voting Preferred

% of TotalShares

%

Shares

%

Voting Power(1)Name of Beneficial OwnerNamed Executive Officers and Directors:Barry Hall (2)

0

-%

-

-

-%Frank Arnone (3)

0

-%

-

-

-%All executive officers and directors as a group (2 persons)

0

-%

-

-%

-%Other 5% StockholdersMark DeStefano (4)

891,487

2.0%

1,000,000

100%

54.5%





(1)   Percentage of total voting power represents voting power with respect to all shares of our common stock (43,402,385 issued and outstanding) and Preferred Voting stock (5,000,000 shares issued and outstanding), as a single class. The holders of our Preferred Voting Stock are entitled to fifty votes per share, and holders of our common stock are entitled to one vote per share. The 1,000,000 preferred shares have voting rights equal to 50,000,000 common shares. Percentage of Total Voting Power is calculated based on an aggregate of 93,402,385 (43,402,385 common + 50,000,000 Preferred Voting Rights) shares issued and outstanding.




(2)   Barry Hall, 8250 W. Charleston Blvd, Suite 110. Las Vegas, NV 89117.




(3)   Frank Arnone, 8250 W. Charleston Blvd, Suite 110. Las Vegas, NV 89117.




(4)   Mark DeStefano, 58250 W. Charleston Blvd, Suite 120. Las Vegas, NV 89117., not included in the above totals are cashless warrants that represent 475,000 common shares.  These warrants need to be exercised before March 19, 2017.











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We believe that all persons named have full voting and investment power with respect to the shares indicated, unless otherwise noted in the table.  Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security.  A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.




The information required by this Item will be set forth under the caption "Stock Ownership" in the Company's definitive proxy statement for the Annual Meeting of Stockholders held on September 30, 2014 and is incorporated herein by this reference.




Item 13.  Certain Relationships and Related Transactions, and Director Independence




Through a Board Resolution, the Company hired the professional services of Seale and Beers, Certified Public Accountants, to perform audited financials for the Company.  Seale and Beers, CPAs own no stock in the Company.  The company has no formal contracts with its accountants, as they are paid on a fee for service basis.




Barry Hall, the Company's CFO/Director has contributed office space to the Company.  There is no charge to us for the space, and the director will not seek compensation for the use of this space.




Item 14.   Principal Accounting Fees and Services





Seale and Beers, CPAs served as our principal independent public accountants for reporting fiscal years ending August 31, 2015 and 2014. Aggregate fees billed to us for the years ended August 31, 2015 2014 for audit fees were as follows:





For Year Ended

August 31,


For the Year Ended

August 31,2015


2014(1)   Audit Fees (1)

$
11,023


$
17,500(2)   Audit-Related Fees


-



-(3)   Tax Fees


-



-(4)   All Other Fees


-



-





Total fees paid or accrued to our principal auditor





(1) Audit Fees include fees billed and expected to be billed for services performed to comply with Generally Accepted Auditing Standards (GAAS), including the recurring audit of the Company's financial statements for such period included in this Annual Report on Form 10-K and for the reviews of the quarterly financial statements included in the Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.





(2) Other fees include fees billed for services performed related to due diligence services rendered related to the potential acquisition of several Japanese businesses.





Audit Committee Policies and Procedures





We do not have an audit committee; therefore, our sole director pre-approves all services to be provided to us by our independent auditor. This process involves obtaining (i) a written description of the proposed services, (ii) the confirmation of our Principal Accounting Officer that the services are compatible with maintaining specific principles relating to independence, and (iii) confirmation from our securities counsel that the services are not among those that our independent auditors have been prohibited from performing under SEC rules. Our directors then make a determination to approve or disapprove the engagement of Seale and Beers, CPAs for the proposed services. In the fiscal years ending August 31, 2015 and 2014, all fees paid to Seale and Beers, CPAs were unanimously pre-approved in accordance with this policy.





Less than 50 percent of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees













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PART IV




Item 15.  Exhibits, Financial Statement Schedules.




The following information required under this item is filed as part of this report:




(a) 1. Financial Statements








(b) Financial Statement Schedules





None.





(c) Exhibit Index





Incorporated by ReferenceExhibit No.

Description

Filed

Herewith

Form

Period

Ended

Exhibit

No.

Filing

Date3.1

Articles of Incorporation



S-1

8/31/10

3.1

09/20/103.2

By-laws as currently in effect



S-1

8/31/10

3.2

09/20/1023.1

Consent of Auditor for financial statementsdated August 31, 2015

X31.1

Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act

X32.1

Certification of Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act

X














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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.




JA Energy

RegistrantDate:  December 15, 2015
/s/         Barry HallName:   Barry Hall

Title:     President, Director,Principal Executive Officer

Principal Financial Officer andPrincipal Accounting Officer








Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant and in the capacities and on the dates indicated have signed this report below.




Signature

Title

Date/s/ Barry Hall

Barry Hall

President, Director,Chief Executive Officer,

and Chief Financial Officer

December 15, 2015/s/ Frank Arnone

Frank Arnone

Director

December 15, 2015






















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